TCR_Public/110413.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, April 13, 2011, Vol. 14, No. 102

                            Headlines

ACADIA INVESTMENTS: Case Summary & 20 Largest Unsecured Creditors
ADELPHIA COMMUNICATIONS: Goldman Sachs Gets to Keep $62.9M
AGA FLOWERS: Funds Locators Not Entitled to Unclaimed Sums
AMR CORP: BlackRock Discloses 3.25% Equity Stake
ANGEL ACQUISITION: Reports $869,006 Net Income in 2010

APPLESEED'S INTERMEDIATE: Golden Gate Capital Objects to Plan
ART ONE: Section 341(a) Meeting Scheduled for May 6
ARYX THERAPEUTICS: Suspending Filing of Reports With SEC
ARYX THERAPEUTICS: Prudential Ceases to Hold 5% Equity Stake
BALANCE DAY: Files for Chapter 7 Bankruptcy

BALLY TECHNOLOGIES: Moody's Cuts Corp. Family Rating to 'Ba3'
BEAVER BROOK: Extends $9.5 Million Loan Through 2015
BIOFUEL ENERGY: David Einhorn Discloses 35.9% Equity Stake
BLOCKBUSTER INC: Files Order to Divide Sale Proceeds
BORDERS GROUP: Publishers Not Impressed With Business Plan

BORDERS GROUP: Sec. 341 Meeting Continued to May 3
BORDERS GROUP: Court Sets June 1, 2011 Claims Bar Date
BROADCAST INT'L: Amends Form S-1 for 40.6 Million Shares
CABI SMA: Court Won't Fast-track Decision on Condo Deals
CALUMET SPECIALTY: Moody's Assigns 'B3' to Proposed $375MM Notes

CAPMARK FINANCIAL: Judge to Review Creditors' $96MM Goldman Claim
CAPSALUS CORP: To Restate 2010 Financials Due to SEC Comments
CASCADIA PARTNERS: Disclosure Statement Hearing Set for April 18
CENTURA LAND: Section 341(a) Meeting Scheduled for May 6
CHEMTURA CORP: Judge Allows Firm to Alter Former Execs' Benefits

CHESAPEAKE MIDSTREAM: Moody's Gives 'Ba3 on Proposed $350MM Notes
CHESTER COUNTY: S&P Puts 'BB-' Rating on $57.4MM Series 2011 Bonds
CHINA NETWORKS: Brian Taylor Discloses 9.7% Equity Stake
CLEAN BURN: Files Schedules of Assets & Liabilities
CLEAN BURN: Section 341(a) Meeting Scheduled for May 10

CLICO (BAHAMAS): Creditors to Recover $50MM++ From Assets Sale
CMHA/TCB I: Section 341(a) Meeting Scheduled for May 3
CMHA/TCB V: Section 341(a) Meeting Scheduled for May 3
COMMERCIAL VEHICLE: To Offer $225MM of Sr. Secured Notes Due 2019
COMMERCIAL VEHICLE: Refinances Substantially All of Existing Debt

COMMUNITY CENTRAL: Gets Letter From Nasdaq Due to Late Form 10-K
CROSS BORDER: Restates Form 10-Q to Correct Sale Acctg. Treatment
CYBEX INT'L: Gets Non-Compliance Notice From NASDAQ
DANAOS CORPORATION: Incurs US$102.34 Million Net Loss in 2010
DAUFUSKIE ISLAND: Two Secured Creditors Split Assets

DVI INC: Trustee to Take Merrill to Trial Over Transfers
DYNEGY INC: BlackRock Discloses 4.70% Equity Stake
DYNEGY INC: H. Harrison Named Interim President and CEO
E-DEBIT GLOBAL: In Talks With Atticus to Expand Leasing Program
EASTMAN KODAK: LMM LLC Discloses 7.02% Equity Stake

EL CENTRO: Case Summary & 7 Largest Unsecured Creditors
ELEPHANT TALK: QAT II Investments Has 5.84-Mil. Shares
ENDO PHARMACEUTICALS: Moody's Reviews Notes' Rating for Downgrade
ENDO PHARMACEUTICALS: S&P Puts 'BB+' Rating on Watch Negative
ENERGY FUTURE: Lenders Consent to Amendment of 2007 Credit Pact

EPICEPT CORP: Has Not Regained Compliance With Nasdaq's Rule
ESHCOL VALLEY: Case Summary & 3 Largest Unsecured Creditors
EVERGREEN ENERGY: Names M. Brennan as C-Lock President
FANNIE MAE: FHFA Approves 2011 Corporate Goals
FIRST SECURITY: Fails to Comply With Nasdaq's Bid Price Rule

FORD MOTOR: BlackRock Discloses 4.7% Equity Stake
FORD MOTOR: Japan Quake Could Affect Results of Operations
FOREST GROVE: Court Rejects 11th-Hour Subpoena on Ameris Bank
FOREST GROVE: Judge Won't Reverse Case Dismissal
FRE REAL ESTATE: Section 341(a) Meeting Scheduled for May 6

FREESCALE SEMICONDUCTOR: Moody's Keeps 'B3' Corp. Family Rating
GALP GRAYRIDGE: Amends Plan, Disc. Statement Hearing Next Week
GARLAND SIERRA: Voluntary Chapter 11 Case Summary
GENCORP INC: Reports $1.20 Million Net Income in 1st Quarter
GENERAL MARITIME: Frank Johnson Discloses 7.6% Equity Stake

GENTA INC: Has 68.55-Mil. Outstanding Common Shares
GEORGE F. GUTHRIE: Case Summary & 9 Largest Unsecured Creditors
GLOBAL CROSSING: To Merge With Level 3 in $1.9BB All-Stock Deal
GLOBAL CROSSING: Acquisition by Level 3 Cues Moody's Rating Review
GROVE STREET: GE Unit Prevails in Breach of Guaranty Lawsuit

GRUBB & ELLIS: Gets Non-Compliance Notice From NYSE
HARLAN LABORATORIES: Moody's Affirms 'B3' Corp. Family Rating
HARRY & DAVID: Committee Retains Lowenstein Sandler as Counsel
HASSEN REAL ESTATE: Files for Chapter 11 in Los Angeles
HD SUPPLY: Exploring Strategic Alternatives on Plumbing Business

HENDRICKS FURNITURE: Zenith Buys Boyles Property for New HQ
HORIZON LINES: Customers Unfazed by Going Concern Qualification
HOVNANIAN ENTERPRISES: Unit Commences Consent Solicitation
HSRE-CDS I: Section 341(a) Meeting Scheduled for May 10
IMH FINANCIAL: Steven Darak Appointed as Board Member

INDUSTRIAL ENTERPRISES: Baker & McKenzie Sued Over Collapse
ISTAR FINANCIAL: S&P Puts BB- Rating on $2.95BB Credit Facility
JAMES RIVER: Wellington Management Discloses 11.32% Equity Stake
JENLA REAL ESTATE: Case Summary & 5 Largest Unsecured Creditors
KEMET CORP: S&P Ups Corp. Credit Rating to 'B+'; Outlook Positive

KEYUAN PETROCHEMICALS: Receives NASDAQ Non-Compliance Notice
KMC REAL ESTATE: Section 341(a) Meeting Scheduled for May 23
LA JOLLA PHARMACEUTICAL: Had 97MM Outstanding Shares on April 8
LA VILLITA: Has Until May 31 to Use Cash Collateral
LA VILLITA: Obtains Permission to Employ Tsakopulos Brown

LEE CHARTER: S&P Raises Corporate Credit Rating to 'BB+' From 'BB'
LEE ENTERPRISES: Moody's Assigns 'Caa1' Corporate Family Rating
LEVEL 3: To Acquire Global Crossing in $1.9BB All-Stock Deal
LEVEL 3: Planned Purchase of GCI Cues Moody's Review for Upgrade
LEVEL 3: Fitch Puts 'B-' Issuer Default Rating on Watch Positive

LEVEL 3: S&P Places 'B-' Corp. Credit Rating on Watch Positive
LIZ CLAIBORNE: S&P Cuts Corporate Credit Rating to 'SD'
LOCATEPLUS HOLDINGS: Christian Williamson Resigns From Board
LODGE AT BIG SKY: Court Wants Plan Filed by April 22
MAIL-SORT INC: Case Summary & 20 Largest Unsecured Creditors

MANITOWOC CO: Moody's Holds B2 Corp. Family Rating; Outlook Stable
MARCHFIRST INC: Court Sustains Objection to CIT Admin. Claims
MARVKY CORP: Amends Plan Outline Ahead of Tomorrow's Hearing
MARVKY CORP: Fannie Mae Cash Collateral Use Expires Tomorrow
MERCER BUILDING: Case Summary & 20 Largest Unsecured Creditors

METRO ENERGY: Case Summary & 20 Largest Unsecured Creditors
METROLINA PROPERTIES: Case Summary & Creditors List
MICHAEL MASTRO: Trustee Seeks Court Order to Get Medical Records
MILACRON HOLDINGS: S&P Puts 'B' Corporate Credit Rating
MILLENNIUM MULTIPLE: Has OK to Hire Robert Goldstein as Auditor

MORAR INC: Case Summary & 5 Largest Unsecured Creditors
N.J. MOTORSPORTS: TrackRacket Offers to Settle Lawsuit
NOVELOS THERAPEUTICS: Completes Acquisition of Collectar
PAETEC HOLDING: Moody's Puts 'Ba3' Rating on Credit Facilities
PAETEC HOLDING: S&P Puts 'B' Rating on Proosed Credit Facility

PATRICK JOSEPH: Case Summary & 18 Largest Unsecured Creditors
PECAN SQUARE: Section 341(a) Meeting Scheduled for May 10
PHOENIX FOOTWEAR: Voluntarily Delists From NYSE Amex
PHOENIX UPHOLSTERING: Case Summary & 17 Largest Unsec. Creditors
PROTEONOMIX INC: Files New Patent Application for New Technology

PURADYN FILTER: Incurs $1.57 Million Net Loss in 2010
QR ENERGY: Delays Filing of Annual Report on Form 10-K
QR PROPERTIES: Court Denies Access to $250,000 DIP Financing
QR PROPERTIES: Files Chapter 11 Plan of Reorganization
QWEST COMMUNICATIONS: FMR LLC Discloses 0.439% Equity Stake

R & S ST ROSE: Judge Mike K. Nakagawa Takes Over Bankruptcy Case
R & S ST ROSE: Section 341(a) Meeting Scheduled for May 5
REGEN BIOLOGICS: Meniscus Implant Maker in Chapter 11
RICH INT'L: Funds Locators Not Entitled to Unclaimed Sums
RIVIERA HOLDINGS: 4 Directors, Co-Chief Do Not Own Securities

ROANOKE HEALTH: To Sell Southern Family to Northeast Alabama
RUGGED BEAR: TRB Acquisitions Buys IP Assets
SATELITES MEXICANOS: Taps Rubio Villegas as Mexican Counsel
SEAHAWK DRILLING: Court Approves Hirings of Duff & Phelps, Simons
SEP RIVERPARK: FAA & All America Object to Disclosure Statement

SEQUENOM INC: BlackRock Discloses 10.27% Equity Stake
SHOPS AT PRESTONWOOD: Section 341(a) Meeting Scheduled for May 5
SMART ONLINE: Sells Add'l $400,000 Conv. Secured Noted Due 2013
SMART ONLINE: Atlas Capital Discloses 40% Equity Stake
SPANISH BROADCASTING: Board Declares Dividend of $26.875 Apiece

SPECIALIZED TECHNOLOGY: Moody's Hikes Rating to 'B1' Corporate
SPENCER SPIRIT: S&P Affirms 'B' Issue Rating After Bond Upsize
SPONGETECH DELIVERY: Ex-Officer's Firm May Have to Pay Up $52MM
SPONGETECH DELIVERY: Chapter 7 Trustee Auctions Assets
SUNCAL COS: May 13 Disclosure Statement Hearing on Rival Plans

SW BOSTON: Gets Green Light to Auction Hotel and Garage Operations
T3 MOTION: Registers Common Stock, Warrants and Units With NYSE
TEAM NATION: Reports $553,157 Net Income in 2010
TIMOTHY BLIXSETH: Bankruptcy Case May End Up in Butte Montana
TRANSAX INTERNATIONAL: Sells Medlink Unit; Maintains Tech. Assets

TRI-STAR ESTATES: Can Access BofA Cash Collateral Until April 28
TRI-STAR ESTATES: Proposes to Pay Claims from Sale of the Property
TRICO MARINE: Unit Out-of-Court Offer Extended Until Today
TRITON 2000: Voluntary Chapter 11 Case Summary
TROPICANA PARTNERS: Section 341(a) Meeting Scheduled for May 5

TWAIN CONDOMINIUMS: Seeks to Employ Valuation Consultants
TWAIN CONDOMINIUMS: Wants Plan Exclusivity Until July 13
ULTIMATE ACQUISITION: To Auction Off Trademarks May 25
VAIL RESORTS: Moody's Puts Ba3 Rating on New $390MM Sr. Sub. Notes
VAIL RESORTS: S&P Puts 'BB' Rating on Proposed $390MM Senior Notes

VITRO SAB: Mexican Appellate Court Reinstates Prepack Case
WASHINGTON LOOP: Section 341(a) Meeting Scheduled for May 19
WASHINGTON LOOP: Files Schedules of Assets & Liabilities
WATERSONG APARTMENTS: Section 341(a) Meeting Scheduled for May 10
WICKES FURNITURE: Court Encourages Accord in Discrimination Suit

WINCOPIA FARMS: Bankr. Ct. Recommends Dismissal of Suit v. G&G
ZANETT INC: To Restate Q3 Report; Sees Increase in Net Income
ZEIGER CRANE: Obtains Access to Cash Collateral Until Apr. 21
ZEIGER CRANE: Proposes to Employ Mark Welch as CRO
ZEIGER CRANE: Secured Creditor Seeks Appt. of Chapter 11 Trustee

ZIA SHADOWS: Dist. Court Rules on Suit v. City of Las Cruces

* Moody's: U.S. Junk Default Rate Declines in March
* Regional Mall Vacancy Rate at 10-Year High

* Jay A. Dubow Rejoins Pepper Hamilton as Partner

* Upcoming Meetings, Conferences and Seminars


                            *********


ACADIA INVESTMENTS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Acadia Investments L.C.
        1725 Eye Street, NW, Suite 300
        Washington, DC 20006

Bankruptcy Case No.: 11-12591

Chapter 11 Petition Date: April 7, 2011

Court: U.S. Bankruptcy Court
       Eastern District of Virginia (Alexandria)

Debtor's Counsel: Janet Nesse, Esq.
                  STINSON MORRISON & HECKER
                  1150 18th Street N.W., Suite 800
                  Washington, DC 20036
                  Tel: (202)785-9100
                  E-mail: jnesse@stinson.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/vaeb11-12591.pdf

The petition was signed by Loren W. Hershey, managing member.


ADELPHIA COMMUNICATIONS: Goldman Sachs Gets to Keep $62.9M
----------------------------------------------------------
Bankruptcy Law360 reports that Judge Lawrence M. McKenna on
Thursday found that Goldman Sachs Group Inc. did not have to give
back $62.9 million in payments it received a decade ago from a
questionable account controlled by Adelphia Communications Corp.

Judge McKenna granted Goldman's motion for summary judgment on the
only claim against it in a complaint in the U.S. District Court
for the Southern District of New York, according to Law360.

                    About Adelphia Communications

Based in Coudersport, Pennsylvania, Adelphia Communications
Corporation was once the fifth-biggest cable company.  Adelphia
served customers in 30 states and Puerto Rico, and offered analog
and digital video services, Internet access and other advanced
services over its broadband networks.

Adelphia collapsed in 2002 after disclosing that founder John
Rigas and his family owed $2.3 billion in off-balance-sheet debt
on bank loans taken jointly with the company.  Mr. Rigas is
serving 12 years in prison, and his son Timothy is serving 15
years.

Adelphia Communications and its more than 200 affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 02-41729) on
June 25, 2002.  Willkie Farr & Gallagher represented the Debtors
in their restructuring effort.  PricewaterhouseCoopers served as
the Debtors' financial advisor.  Kasowitz, Benson, Torres &
Friedman LLP and Klee, Tuchin, Bogdanoff & Stern LLP represented
the Official Committee of Unsecured Creditors.

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas-Managed Entities, were
entities that were previously held or controlled by members of the
Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision LLC.  The RME Debtors filed for Chapter 11 protection
(Bankr. S.D.N.Y. Case Nos. 06-10622 through 06-10642) on March 31,
2006.  Their cases were jointly administered under Adelphia
Communications and its debtor-affiliates' Chapter 11 cases.

The Bankruptcy Court confirmed the Debtors' Joint Chapter 11 Plan
of Reorganization on Jan. 5, 2007.  That plan became effective on
Feb. 13, 2007.

                    About Adelphia Recovery Trust

The Adelphia Recovery Trust is a Delaware Statutory Trust formed
pursuant to the First Modified Fifth Amended Joint Chapter 11 Plan
of Reorganization of Adelphia Communications Corporation and
certain affiliated debtors.  The Trust holds certain litigation
claims transferred pursuant to the Plan against various third
parties and exists to prosecute the causes of action transferred
to it for the benefit of holders of Trust interests.


AGA FLOWERS: Funds Locators Not Entitled to Unclaimed Sums
----------------------------------------------------------
Bankruptcy Judge Robert A. Mark denied motions for release of
unclaimed funds in the bankruptcy cases of A.G.A. Flowers, Inc.,
and Rich International Airways, Inc.

Funds locators typically locate creditors who did not cash or
receive distributions in bankruptcy cases.  The funds locators
obtain an assignment of the creditor's claim, file an application
to withdraw the funds deposited in the creditor's name and retain
an agreed upon percentage of the money when the application is
granted and the funds are dispersed.

According to Judge Mark, the applications to withdraw unclaimed
funds at issue in the A.G.A. Flowers and Rich International
Airways cases are altogether different.  They were filed by funds
locators as the alleged assignees of former debtors whose assets
were fully administered and distributed in Chapter 11 liquidating
plans confirmed several years ago.  The specific motions before
the Court are:

     A. Omega Consulting's May 28, 2010 Motion for Release of
        Unclaimed Funds [in Rich International Airways, Inc.]; and

When Omega filed its Motion, unsecured creditors had not been paid
in full under Rich's plan of liquidation.  Thus, interest holders
were not entitled to any distribution.  The records of the Florida
Department of State reflect that Rich was administratively
dissolved on Oct. 16, 1998.  The Liquidating Trustee did not have
sufficient funds to begin distributions to unsecured creditors
until a large litigation matter brought in funds in excess of
$26,000,000 in 2004, more than six years after confirmation.  The
Liquidating Trustee obtained an Order authorizing an interim
distribution on Dec. 9, 2005, and he completed the liquidation of
assets and distribution of proceeds in 2007.  The Liquidating
Trustee deposited the remaining funds into the registry of the
court in a series of deposits in 2007 and 2008, totaling just
under $800,000.  A Final Decree was entered on October 30, 2008,
and the estate was closed.  Omega's Motion asserts its rights to
the remaining funds in the court registry, alleged to be
$430,122.63, as the assignee of Rich, by virtue of an assignment
executed by Stephen Meenan, a former officer and director of Rich.

     B. Jacob Consulting's Dec. 4, 2009 Corrected Notice of
        Motion and Motion for Release of Unclaimed Funds [in
        A.G.A. Flowers, Inc.

AGA's Plan of Liquidation did not provide for the distribution of
unclaimed funds.  The records of the Florida Department of State
reflect that AGA was administratively dissolved on Oct. 4, 2002.
The distribution process was completed, and the Liquidating
Trustee deposited $112,389.13 in unclaimed funds into the Court's
registry in 2007.  A Final Decree was entered on Nov. 15, 2007,
and the estate was closed.  On the date Jacob filed its Motion,
there was $86,690.46 in unclaimed funds remaining in the Court's
registry.  Jacob's Motion asserts that it is the assignee of AGA,
by and through an assignment executed by its last known President,
Tom Boesen.

Omega and Jacob argue that, pursuant to 11 U.S.C. Sec. 347(b) and
upon completion of the time allowed under 11 U.S.C. Sec. 1143, the
unclaimed funds become property of the debtors.  But Judge Mark
held that these long ago dissolved and fully liquidated former
debtors are not "debtors" under Sec. 347 entitled to the funds in
the Court registry.  Thus, neither Omega and Jacob nor the former
officers or directors who executed the assignments to them are
entitled to the funds.  The funds will remain in the court
registry subject to recovery only by the creditors who were
entitled to the distributions under the plans.

A copy of the Court's April 6, 2011 Memorandum Opinion and Order
is available at http://is.gd/yHpauufrom Leagle.com.

Counsel for Jacob Consulting and Omega Consulting are:

          William M. Olah, Esq.
          WILKINSON, GOELLER, MODESITT, WILKINSON & DRUMMY
          333 Ohio Street
          Terre Haute IN 47807-3513
          Tel: 812-232-4311
          Fax: 812-235-5107

Counsel for the AGA Flower Chapter 11 Trustee, Kenneth Welt, is:

          Brett Marks, Esq.
          AKERMAN SENTERFITT
          350 East Las Olas Boulevard, Suite 1600
          Fort Lauderdale, FL 33301
          Tel: 954-463-2700
          Fax: 954-463-2224
          E-mail: brett.marks@akerman.co

Counsel for the Rich Liquidating Trustee, James Feltman, is

          Paul Battista, Esq.
          GENOVESE JOBLOVE & BATTISTA, P.A.
          100 Southeast Second Street, 44th Floor
          Miami, FL 33131
          Tel: 305-349-2300
          Fax: 305-349-2310

                         About AGA Flowers

Gerald Stevens Inc., and several subsidiaries, including
subsidiary A.G.A. Flowers Inc., filed voluntary Chapter 11
bankruptcy petitions (Bankr. S.D. Fla. Case No. 01-13984) on
April 23, 2001.  The Debtors were unable to reorganize and remain
in business.  The assets, primarily the individual floral shops,
were sold, and the Debtors filed a joint liquidating plan.  The
Second Amended Joint Plan of Liquidation was confirmed on April 2,
2002.  The Plan provided for full payment to priority creditors,
certain payments to the lenders who were partially secured, and
pro rata distribution of the balance of the funds in the
Liquidating Trust to Class 4 unsecured creditors.  The Debtors'
equity holders in Class 5 were out of the money.

                 About Rich International Airways

Rich International Airways, Inc., filed for Chapter 11 protection
(Bankr. S.D. Fla. Case No. 96-17399) on Nov. 18, 1996.  Its assets
were liquidated and distributed under a liquidating plan.  Rich's
Second Amended Joint Plan of Liquidation was confirmed April 27,
1998.  After distribution to certain priority and secured
creditors, the Plan provided for pro rata distribution of the
balance of the money in the Liquidating Trust to general unsecured
creditors.


AMR CORP: BlackRock Discloses 3.25% Equity Stake
------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, BlackRock, Inc., disclosed that it
beneficially owns 10,831,866 shares of common stock of AMR Corp.
representing 3.25% of the shares outstanding.  As of Feb. 9, 2011,
333,435,431 shares of the Company's common stock were outstanding.

                       About AMR Corporation

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

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

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

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

                        *     *     *

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

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


ANGEL ACQUISITION: Reports $869,006 Net Income in 2010
------------------------------------------------------
Angel Acquisition Corp. filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K, reporting net
income of $869,006 on $124,990 of revenue for the year ended
Dec. 31, 2010, compared with net income of $500,928 on $221,807 of
revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $1.79 million
in total assets, $2.15 million in total liabilities, and a
$360,899 stockholders' deficit.

Gruber & Company, LLC, Lake Saint Louis, Missouri, 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 been unable to
generate sufficient operating revenues and has incurred operating
losses.

The Company is operating as a mortgage broker and real estate
developer.  However, the Company is dependent upon the available
cash on hand and either future sales of securities or upon its
current management or advances or loans from controlling
shareholders or corporate officers to provide sufficient working
capital.

The Company has now changed its direction and while continuing in
the mortgage business is now concentrating on taking private
companies public.

Angel Acquisition said in the Form 10-K that there is no assurance
that the Company will be able to obtain additional funding through
the sales of additional securities or, that such funding, if
available, will be obtained on terms favorable to or affordable by
the Company.  It is the intent of management and controlling
shareholders to provide sufficient working capital necessary to
support and preserve the integrity of the corporate entity.
However, there is no legal obligation for either management or
controlling shareholders to provide such additional funding.

The Company said that, in addition, the Company has defaulted on
two loan agreements with two lending institutions one of which in
October 2010 filed an intent to accelerate the Company's $495,000
credit line.  This action accelerated the $495,000 balance
becoming due in full.  On Nov 16, 2010, Wells Fargo Bank filed a
dismissal in connection with the intent to accelerate and has
agreed to a loan modification.  The terms of the loan modification
have not yet been finalized.

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

                      About Angel Acquisition

Carson City, Nev.-based Angel Acquisition Corp. was incorporated
under the laws of the state of Nevada on March 10, 1999, under the
name Palomar Enterprises, Inc.  On February 5, 2008, the Company
changed its name to Angel Acquisition Corp. to properly reflect
the change in business direction.  The Company assists private
companies in the process of going public as well as being a
licensed mortgage broker and developer.


APPLESEED'S INTERMEDIATE: Golden Gate Capital Objects to Plan
-------------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
Golden Gate Capital Corp., the private-equity investor that's the
controlling shareholder of Orchard Brands Corp., is objecting to
aspects of Orchard Brands' subsidiaries' Chapter 11 plan that's up
for approval at an April 14 confirmation hearing.  Golden Gate
notes that it's the "primary target" of lawsuits to be brought
after bankruptcy by the creditors' trust.  In particular, Golden
Gate foresees being sued for orchestrating a $320 million "special
dividend" in 2007.

Mr. Rochelle relates that although Golden Gate recognizes it can't
avoid a lawsuit, it doesn't want the plan to include provisions
where it would be forced to waive claims against first- and
second-lien lenders.  The owner contends it has claims against the
lenders in connection with the dividend that would be barred by
the plan as proposed.  Golden Gate contends the plan violates law
laid down by the U.S. Court of Appeals in Philadelphia that
restricts when non-bankrupt parties can be given releases under a
Chapter 11 plan.

                         The Chapter 11 Plan

As reported in the Jan. 25, 2011 edition of the Troubled Company
Reporter, Appleseed's Intermediate and its affiliates have filed a
proposed Plan of Reorganization based upon a prepetition agreement
reached with lenders.  Immediately prior to the bankruptcy filing,
Appleseed's reached a deal with over 80% of its first lien secured
lenders and 100% of its second lien secured lenders on the terms
of a reorganization that will eliminate approximately $420 million
of indebtedness (over 55%) to approximately $310 million, and
improve the Company's operating flexibility.

The Plan provides for the reorganization of the Debtors as a going
concern and contemplates satisfying claims through these sources:

  a. a senior secured asset-based revolving facility, referred to
     in the Plan as the "New ABL Facility," of up to a principal
     amount of $80 million -- approximately $46.2 million of which
     will be drawn on the Effective Date -- which will be used to
     fund the Debtors' ongoing operations post-emergence and to
     satisfy any amount outstanding under the DIP Facility
     Tranche A;

  b. a new senior secured term loan, referred to in the Plan as
     the "New Senior Term Loan," in the principal amount of
     $35 million;

  c. a new first lien secured term loan referred to in the Plan as
     the "New First Lien Term Loan," in the principal amount of
     $200 million;

  d. a new junior secured term loan referred to in the Plan as
     the "New Junior Term Loan," in the principal amount of
     $43 million;

  e. cash on hand to make any payments provided for in the Plan;
     and

  f. shares of stock in Reorganized Debtor, referred to in the
     Plan as the "New Common Stock."

The Plan contemplates these distributions to the Debtors' claim
holders, among other recoveries:

  a. DIP Facility Tranche A Lenders will receive payment in full,
     in Cash;

  b. DIP Facility Tranche B Lenders will receive a pro rata share
     of the New Senior Term Loan;

  c. First lien lenders will receive a pro rata share of (i) the
     New First Lien Term Loan, (ii) the New Junior Term Loan and
     (iii) 95% of the New Common Stock in the form of Class A
     Common Stock (subject to dilution on account of the
     Management Equity Incentive Program);

  d. Second lien lenders will receive a pro rata share of 5% of
     the New Common Stock in the form of Class B Common Stock
     (subject to dilution on account of the Management Equity
     Incentive Program); and

  e. Holders of qualified unsecured trade claims will be paid in
     accordance with the terms of the qualified vendor support
     agreement between the applicable Debtor and the holder of an
     allowed qualified unsecured trade claim.

The Plan contemplates that holders of general unsecured claims and
holders of AIH Note Claims will not receive any distribution on
account of such Claims, and Holders of Interests in the Debtor
won't receive any distribution on account of such Interests.

Copies of the Plan and the Disclosure Statement are available for
free at:

     http://bankrupt.com/misc/APPLESEEDS_INTERMEDIATE_plan.pdf
     http://bankrupt.com/misc/APPLESEEDS_INTERMEDIATE_ds.pdf

                    About Appleseed's Intermediate

Based in Beverly, Massachusetts, Appleseed's Intermediate Holdings
LLC, aka Appleseed's Intermediate Holdings, Inc., aka Orchard
Brands sells clothing to people 55 and older.  Orchard Brands has
17 brands including Appleseed's, Draper's & Damon's, Gold Violin,
Haband and Norm Thompson.  It publishes catalogs and has stores
under its Appleseed's and Draper's & Damon's brands.  It has
annual sales of about $1 billion and earnings before interest,
taxes, depreciation and amortization are about $50 million.

Appleseed's is owned by Golden Gate Capital Corp., which also
holds stakes in retailers Express Inc., Eddie Bauer Holdings Inc.
and Zale Corp.

Appleseed's Intermediate and its affiliates filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 11-10160) on
Jan. 19, 2011.  Appleseed's Intermediate estimated assets at
$100 million to $500 million and debts at $500 million to $1
billion in its Chapter 11 petition.

Richard M. Cieri, Esq., Joshua A. Sussberg, Esq., at Brian E.
Schartz, at Kirkland & Ellis LLP, serve as the Debtors' bankruptcy
counsel.  Domenic E. Pacitti, Esq., at Klehr Harrison Harvey
Branzburg LLP, serves as local counsel to the Debtors.  Moelis &
Company LLC is the Debtors' investment banker and financial
advisor.  Alvarez & Marshal North America, LLC, is the Debtors'
restructuring advisor.  Pricewaterhousecoopers LLP is the Debtors'
independent auditor.  Kurtzman Carson Consultants LLC is the
notice, claims and balloting agent.

Jay R Indyke, Esq., Cathy Hershcopf, Esq., Brent Weisenberg, Esq.,
and Richelle Kalnit, Esq., at Cooley LLP, in New York, and Robert
K Malone, Esq., Michael P Pompeo, Esq., and Howard A Cohen, Esq.,
at Drinker Biddle & Reath LLP, in Wilmington, Delaware, represent
the Official Committee of Unsecured Creditors.


ART ONE: Section 341(a) Meeting Scheduled for May 6
---------------------------------------------------
The U.S. Trustee for Region 6 will convene a meeting of Art One
Hickory Corporation's creditors on May 6, 2011, at 2:30 p.m.  The
meeting will be held at the Office of the United States Trustee,
located in the Fritz G. Lanham Federal Building (FTW 341), 819
Taylor Street, Room 7A24, Fort Worth, Texas.

This is the first meeting of creditors required under Section
341(a) of the U.S. Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend. This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

                       About ART One Hickory

Fort Worth, Texas-based ART One Hickory Corporation, aka ART Two
Hickory Corporation owns two four-story office buildings in North
Dallas, Texas.  The first is located at 1800 Valley View Lane,
Dallas, Texas 75234, and is approximately 102,612 square feet.
The second is located at 1750 Valley View Lane, Dallas, Texas
75234, and is approximately 96,124 square feet.  Two Hickory
Centre is about 75% leased, while One Hickory Centre is
essentially unoccupied.

ART One estimates that One Hickory Centre and Two Hickory Centre
are each worth $11 million.  ART One is actively marketing the
Property to lease up the vacant space and improve cash flow.  All
or nearly all of ART One's cash flow comes from rents, common area
maintenance charges, and reimbursements for property taxes.

ART One is obligated by two cross collateralized notes to its
mortgage lender, Cathay Bank.  ART One is obligated on the note
secured by One Hickory Centre in the principal amount of
$8,856,155.  ART One is obligated on the note secured by Two
Hickory Centre in the principal amount of $9,171,208.

                     Chapter 11 Stops Foreclosure

ART One filed for Chapter 11 bankruptcy protection on April 4,
2011 (Bankr. N.D. Tex. Case No. 11-42024).  Robert A. Simon, Esq.,
at Barlow Garsek & Simon, LLP, serves as the Debtor's bankruptcy
counsel.  The Debtor estimated its assets and debts at $10 million
to $50 million.

The Debtor said in a court filing that its two buildings were
posted for foreclosure on April 5, 2011.  ART One intends to
either reorganize its financial affairs through a Chapter 11 plan,
or to market and sell one or both of the buildings in a manner
that will net greater return to unsecured creditors than they
would have received through a foreclosure sale.  Because the
mortgage grants a lien on the rents and other charges generated by
the property, Cathay has a lien on ART One's cash.


ARYX THERAPEUTICS: Suspending Filing of Reports With SEC
--------------------------------------------------------
Aryx Therapeutics, Inc., filed a Form 15 with the U.S. Securities
and Exchange Commission of its suspension of its duty to file
reports with respect to its common stock.  The holders of the
Company's common stock as April 8, 2011, are down to 73.

                      About ARYx Therapeutics

Fremont, Calif.-based ARYx Therapeutics, Inc. (NASDAQ: ARYX)
-- http://www.aryx.com/-- is a biopharmaceutical company.  ARYx
currently has four products in clinical development: a prokinetic
agent for the treatment of various gastrointestinal disorders,
naronapride (ATI-7505); an oral anticoagulant agent for patients
at risk for the formation of dangerous blood clots, tecarfarin
(ATI-5923); an oral anti-arrhythmic agent for the treatment of
atrial fibrillation, budiodarone (ATI-2042); and, an agent for the
treatment of schizophrenia and other psychiatric disorders, ATI-
9242.

The Company's balance sheet as of Sept. 30, 2010, showed
$6.0 million in total assets, $13.7 million in total liabilities,
and a stockholders' deficit of $7.7 million.

As reported in the Troubled Company Reporter on April 9, 2010,
Ernst & Young LLP, in Palo Alto, Calif., expressed substantial
doubt about the Company's ability to continue as a going concern,
following review of the Company's 2009 results, citing the
Company's recurring losses from operations and stockholders'
deficit.


ARYX THERAPEUTICS: Prudential Ceases to Hold 5% Equity Stake
------------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Prudential Financial, Inc., disclosed that it
has ceased to be deemed the beneficial owner of more than 5% of
the outstanding common stock of ARYX Therapeutics, Inc.

                      About ARYx Therapeutics

Fremont, Calif.-based ARYx Therapeutics, Inc. (NASDAQ: ARYX)
-- http://www.aryx.com/-- is a biopharmaceutical company.  ARYx
currently has four products in clinical development: a prokinetic
agent for the treatment of various gastrointestinal disorders,
naronapride (ATI-7505); an oral anticoagulant agent for patients
at risk for the formation of dangerous blood clots, tecarfarin
(ATI-5923); an oral anti-arrhythmic agent for the treatment of
atrial fibrillation, budiodarone (ATI-2042); and, an agent for the
treatment of schizophrenia and other psychiatric disorders, ATI-
9242.

The Company's balance sheet as of Sept. 30, 2010, showed
$6.0 million in total assets, $13.7 million in total liabilities,
and a stockholders' deficit of $7.7 million.

As reported in the Troubled Company Reporter on April 9, 2010,
Ernst & Young LLP, in Palo Alto, Calif., expressed substantial
doubt about the Company's ability to continue as a going concern,
following review of the Company's 2009 results, citing the
Company's recurring losses from operations and stockholders'
deficit.


BALANCE DAY: Files for Chapter 7 Bankruptcy
-------------------------------------------
News & Record reports that Balance Day Spa has filed for Chapter 7
bankruptcy (Bankr. M.D. N.C. Case No. 11-_____) and has sold its
assets to High Point's Adora Spa & Retreat.

According to the report, the Company, in its petition filed March
24, estimated assets of $50,000 or less and debts from $1 million
to $10 million.  Among the debts, the Company owed more than
$10,500 in unpaid taxes to Guilford County, $31,000 to the state
and $550,000 to the IRS.

The report says bankruptcy filings showed that Adora acquired all
of Balance Day Spa's equipment and leases.

Balance Day Spa operates spas in Greensboro, High Point,
Burlington and Kernersville, North Carolina.


BALLY TECHNOLOGIES: Moody's Cuts Corp. Family Rating to 'Ba3'
-------------------------------------------------------------
Moody's Investors Service downgraded Bally Technologies, Inc.'s
(Bally's) Corporate Family and Probability of Default ratings to
Ba3 from Ba2 following the company's announcement that it will
pursue a debt-financed tender offer to purchase up to $400 million
of its common stock representing between 18.9% and 21.9% of its
outstanding shares via a modified "Dutch auction".  Moody's also
lowered the ratings on the company's term loan and revolving
credit facility to Ba3 from Ba2.  Bally's has an SGL-1 Speculative
Grade Liquidity rating.

Bally's planned share purchase is expected to be funded from a new
five-year bank credit facility, comprised of a $300 million term
loan and a $400 revolving credit.  These new facilities will also
be used to repay the company's existing $164 million term loan and
any loans outstanding under the existing revolving credit
facilities.

The downgrade reflects the significant increase in leverage
that is expected to result from the stock repurchase, and
Moody's view that the decision to pursue a stock repurchase
represents a substantially more aggressive financial policy on
the part of the company.  Moody's estimates that on a pro-forma
basis, debt to EBITDA could increase up to 2.4 times from 0.8
times at December 31, 2010, assuming the company maintains cash
balances of approximately $130 million.  Although debt/EBITDA of
2.5 times is typically considered low for a Ba3-rated issuer,
Moody's expects gaming manufacturers to maintain better-than-
average credit metrics for a given rating category, largely
because of the high degree of technology risk and narrow product
focus associated with its business.

Ratings Rationale

Bally's Ba3 Corporate Family Rating reflects the company's good
product line-up, stable market share, and solid returns.  The
ratings also reflect the high level of technology and game
development risk as well as the risk that player acceptance of
existing games in place on casino floors under profitable rental
and daily fee arrangements could wane causing a decline in its
installed base.

The stable rating outlook considers Bally's very good liquidity
profile -- cash on hand and internally generated cash is expected
to support capital spending, and required debt amortization during
the next 12-18 months -- and Moody's expectation that lower
earnings from the product and systems segments will be offset
somewhat by higher earnings from the game operations segments. As
a result, Bally's should be able to maintain debt to EBITDA at or
below 2.5 times.

Bally's ratings could be downgraded if debt to EBITDA increase to
3.0 times for any reason, or if the company is unable to maintain
its strong product pipeline or begins to lose market share.  A
rating upgrade could be considered if debt to EBITDA declines to
1.5 times and it appears likely to remain around this level given
the company's financial and strategic priorities.

Ratings downgraded:

   -- Corporate Family Rating to Ba3 from Ba2

   -- Probability of Default Rating to Ba3 from Ba2

   -- $154 million term loan due 2012 to Ba3 (LGD 4, 50%) from Ba2
      (LGD 4, 51%)

   -- $75 million revolving credit facility due 2012 to Ba3 (LDG
      4, 50%) from Ba2 (LGD 4, 51%)

   -- $75 million revolving credit facility due 2014 to Ba3 (LDG
      4, 50%) from Ba2 (LGD 4, 51%)

Bally Technologies, Inc., manufactures, distributes and operates
games devices and computerized monitoring and accounting systems
for gaming devices sold to the legalized gambling industry.  The
company generates annual revenues of about $780 million.

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.


BEAVER BROOK: Extends $9.5 Million Loan Through 2015
----------------------------------------------------
Craig M. Douglas at the Boston Business Journal reports that
Beaver Brook Village LLC has been successful in its efforts to
rework his maturing loan balance.  Beaver's Frank Gorman Jr. has
won an extension on a loan's interest-only debt service schedule,
which now runs through April 2015.  The loan's balance has
remained at $9.5 million, the same as at origination in March
2007.  LNR Partners is the special servicer for the loan.

                         About Beaver Brook

Beaver Brook Village LLC is the owner of a mixed-use real estate
development in Dracut, Massachusetts.  The project has 47
apartments and 30 commercial units on 6.5 acres.

Beaver Brook filed for Chapter 11 protection on Oct. 11, 2010
(Bankr. D. Mass. Case No. 10-45054).  Edward C. Dial, Jr., Esq.,
and Jeffrey A. Schreiber, Esq., at The Schreiber Law Firm, LLC, in
Salem, New Hampshire, serves as counsel to the Debtor.  In its
schedules, the Debtor disclosed assets of $7,892,937 and debts of
$11,282,013.

Beaver Brook first filed for Chapter 11 on Aug. 10, 2007 (Bankr.
D. Mass. Case No. 07-43103).  William H. Harris, Esq., at Harris &
Dial, P.C., in North Andover, Massachusetts, served as Debtor's
counsel.  In its prior petition, the Debtor listed $12,019,803 in
assets and $14,365,086 in debts.


BIOFUEL ENERGY: David Einhorn Discloses 35.9% Equity Stake
----------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, David Einhorn and his affiliates disclosed
that they beneficially own 42,848,004 shares of common stock of
Biofuel Energy Corp. representing 35.9% of the shares outstanding.
As of March 22, 2011, there were 103,736,236 shares outstanding,
net of 809,606 shares held in treasury.  A full-text copy of the
filing is available for free at http://is.gd/VN3mea

                        About Biofuel Energy

Denver, Colo.-based BioFuel Energy Corp. (Nasdaq: BIOF)
-- http://www.bfenergy.com/-- aims to become a leading ethanol
producer in the United States by acquiring, developing, owning and
operating ethanol production facilities.  It currently has two
115 million gallons per year ethanol plants in the Midwestern corn
belt.

The Company reported a net loss of $25.22 million on $453.41
million of net sales for the year ended Dec. 31, 2010, compared
with a net loss of $19.70 million on $415.51 million of net sales
during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed
$331.71 million in total assets, $277.29 million in total
liabilities and $54.42 million in total equity.

                      Going Concern Doubt;
                       Bankruptcy Warning

Grant Thornton LLP, in Denver, did not issue a going concern
qualification after auditing the Company's financial statements
for the year ended Dec. 31, 2010.

As reported in the Troubled Company Reporter on March 31, 2010,
Grant Thornton LLP, in Denver, 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 experienced declining liquidity and has $16.5 million of
outstanding working capital loans that mature in September 2010.

In the Form 10-K for the year ended Dec. 31, 2010, the Company
noted that its ability to make payments on and refinance its $230
million senior debt facility -- of which $189.4 million was
outstanding as of Dec. 31, 2010 -- depends on its ability to
generate cash from operations.  The Company noted that during its
first two full years' of operations, it has been unable to
consistently generate positive cash flow.  In addition, it
continues to have, severely limited liquidity, with $7.4 million
of cash on hand as of Dec. 31, 2010.

"If we do not have sufficient cash flow to service our debt, we
would need to refinance all or part of our existing debt, sell
assets, borrow more money or raise additional capital, any or all
of which we may not be able to do on commercially reasonable terms
or at all.  If we are unable to do so, we may be required to
curtail operations or cease operating altogether, and could be
forced to seek relief from creditors through a filing under the
U.S. Bankruptcy Code.  Because the debt under our Senior Debt
Facility subjects substantially all of our assets to liens, there
may be no assets left for stockholders in the event of a
liquidation.  In the event of a foreclosure on all or
substantially all of our assets, we may not be able to continue to
operate as a going concern."


BLOCKBUSTER INC: Files Order to Divide Sale Proceeds
----------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
Blockbuster Inc. filed a proposed order April 11 laying out the
complex formula for distribution of proceeds from the sale of the
business that the bankruptcy judge tentatively approved at an
April 7 hearing.  If objections are filed by the April 12
deadline, the U.S. Bankruptcy Court in New York will hold a
hearing on April 14 to decide what form of order should be signed
for formal approval of the sale.

The proposed order, according to Mr. Rochelle, contains formulas
specifying how much will be paid to holders of the $630 million in
secured notes, who won't be paid in full, and to creditors with
claims arising during the Chapter 11 case, who also won't be paid
in full.  Any outstanding fees and expense on the loan for the
Chapter 11 case will be paid in full, together with $125 million
in pre-bankruptcy secured notes that were converted by the post-
bankruptcy lending agreement into a secured obligation of the
Chapter 11 case.

Mr. Rochelle notes that the amount carved out for professionals in
the post-bankruptcy loan agreement will be set aside, along with
$12.5 million to cover expenses in winding down the company.
There is $10 million for what are deemed "critical expenses" and
$7.4 million for movie studios.  There is $4 million more to be
divided among creditors with claims arising after the September
Chapter 11 filing plus whatever is necessary to cover budgeted
expenses during the sale process.  The remainder will be divided,
with noteholders receiving 75% and 25% going to claims arising in
the Chapter 11 case before the sale process began.

                      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.

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

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

The auction was held earlier this month and Dish Network Corp. won
with an offer having a gross value of $320 million.  Dish said it
expects to pay $228 million cash after adjustments for
Blockbuster's cash and inventory.


BORDERS GROUP: Publishers Not Impressed With Business Plan
----------------------------------------------------------
Borders Group, Inc. presented a restructuring plan to its
creditors last April 6, 2011, that contemplates a leaner and more
efficient company poised to emerge from Chapter 11 in September,
Julie Bosman of The New York Times reported.

However, publishers, which comprise Borders' top creditors, find
the plan unrealistic and said they are more convinced that
Borders would be forced to sell itself or liquidate, Ms. Bosman
relayed.

At a lengthy meeting on Wednesday with creditors, which include
publishers Penguin Group USA, Random House, HarperCollins and the
Perseus Books Group, Borders executives tried to persuade
publishers that since its bankruptcy filing, the Company has
stabilized its operations and laid a foundation for growth, The
New York Times noted.

Under the plan, Borders intends to make a profit by the end of
2011, and that by 2015, it hopes to make about 40% from online
sales, including e-books and print books sold on its Web site,
The New York Times relayed, citing people who were briefed on the
matter but who spoke on the condition of anonymity because the
nature of the discussions is private.  To boost its E-books
business, Borders plans to offer a larger selection of tablet
devices in Borders stores, and to work with manufacturers of Kobo
to make the Kobo e-reading device available more widely in other
brick-and-mortar retailers, according to The New York Times.

Border has also negotiated rent reductions of more than $30
million with its landlords and is trying to renegotiate other
contracts with vendors, people familiar with the plan told The
New York Times.  Borders is liquidating 226 superstores since
filing for Chapter 11 in February and has completed liquidation
sales at about 50 stores, the news article noted.

Borders also intends to tailor its product offerings to suit
customers who frequent in the stores, Ms. Bosman related.  In
conjunction, the Company has planned to make major changes in its
stores, including clearing more space for non-book merchandise
and expanding its cafes, the New York Times report noted.
Borders also mentioned that it has successfully expanded its
customer rewards program, Borders Rewards, and is counting on
further growth, The New York Times stated.

Publishers have been wary of Borders' plan for the future.
Indeed, publishers have privately complained about Borders' plan
to award bonuses to executives for as much as $8.3 million, The
New York Times noted.  Borders has also tried to persuade
publishers to resume shipping new books to stores under its
prepetition terms.   After last Wednesday meeting however,
publishers said it is unlikely that they will resume normal trade
terms with Borders, The New York Times related.

"We are not impressed," one publisher said of the plan, The New
York Times relayed.  The publisher continued, "None of it gave us
any reason to think they can get themselves out of this.  I don't
think its changed anybody's mind."

Mary Davis, spokeswoman for Borders, stated that the Company had
a productive discussion at the meeting, The New York Times
disclosed.  "The business plan we are proposing represents the
best path forward for a vibrant and profitable Borders that is in
the best interests of our creditors, employees, publishers,
consumers, and other stakeholders," Ms. David said in an e-mailed
statement to The New York Times.

                        *     *      *

Jeffrey Trachtenberg and Mike Spector of The Wall Street Journal
earlier reported that Borders met with its creditors on April 6
to discuss a business plan that is the "linchpin of Borders'
efforts to make it through bankruptcy proceedings and will need
support from leading publishers and landlords on the creditors
committee . . . ."

Under the plan, Borders is projecting relatively flat total
revenue growth in 2011 and 2012, although it expects to show
significant growth in digital books and online, The Journal
relayed.  "We see growth in 2013 and beyond," The Journal quoted
Borders President Mike Edwards as saying in an interview.

Mr. Edwards also saw the need for Borders to exit bankruptcy
without delay as to save legal fees and to rebuild its brand, The
Journal related.

According to The Journal, Borders will have handed out an 80-page
document to its unsecured creditors at the meeting.

The business plan will serve as preview for Borders'
reorganization plan, which it intends to file this summer with
the hopes of exiting bankruptcy in the fall, The Journal related.
Borders will likely need additional capital from outside
investors as part of its reorganization plan although the company
has not sounded them out yet, The Journal pointed out.  Borders
could also put itself for sale, depending on reaction from
parties-in-interest in its Chapter 11 case, The Journal added.

Mr. Edwards said Borders executives are going to consider all
options for the company, The Journal relayed.  "Our intention is
to get buy-in in our business plan," The Journal quoted Mr.
Edwards as saying.

                Borders to Relocate Headquarters

In line with its business goals, Borders announced that it plans
to move its headquarters to Metro Detroit from Ann Arbor,
Michigan, Jaclyn Trop of The Detroit Free Press reported.

Borders has determined that its current headquarters does not
serve the needs of its business going forward and represents a
cost that can be reduced, Borders spokesperson Marcy Davis told
The Detroit Free Press.  Borders is exploring opportunities to
relocate its headquarters to a more cost-effective location, Ms.
David added.

Borders' move will likely hurt Agree Realty Corp., which owns
Borders' current headquarters at 100 Phoenix Drive, in Ann Arbor,
The Detroit Free Press stated.  Agree Realty did not comment on
the matter due to confidential and ongoing discussions with
Borders, according to Agree Chief Executive Officer and President
Joey Agree, The Detroit Free Press relayed.

Borders employs 474 workers at its Ann Arbor corporate
headquarters, down from 1,000 employees in the past, The Detroit
Free Press added.

In another report, Bill Shea of Crain's Detroit Business related
that Borders' lease on the 458,000-square foot headquarters runs
to 2023.  In October, the Ann Arbor building was listed for sale
at $18.3 million by Agree, Crain's Detroit added.

                        About Borders Group

Borders Group is a leading operator of book, music and movie
superstores and mall-based bookstores.  At Jan. 29, 2011, the
Debtors operated 642 stores, under the Borders, Waldenbooks,
Borders Express and Borders Outlet names, as well as Borders-
branded airport stores in the United States, of which 639 stores
are located in the United States and 3 in Puerto Rico.  Two of
Borders' flagship stores (along with other less prominent stores)
are located in Manhattan.  In addition, the Debtors operate a
proprietary e-commerce Web site, http://www.Borders.com/,
launched in May 2008, which includes both in-store and online e-
commerce components.  As of Feb. 11, 2011, Borders employed a
total of 6,100 full-time employees, 11,400 part-time employees,
and approximately 600 contingent employees.

Borders Group Inc. and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. Lead Case No. 11-10614) in
Manhattan on Feb. 16, 2011.

David M. Friedman, Esq., David S. Rosner, Esq., Andrew K. Glenn,
Esq., and Jeffrey R. Gleit, Esq., at Kasowitz, Benson, Torres &
Friedman LLP, in New York, serve as counsel to the Debtors.
Jefferies & Company's Inc. is the financial advisor.  DJM Property
Management is the lease and real estate services provider.  AP
Services LLC is the interim management and restructuring services
provider.  The Garden City Group, Inc., is the claims and notice
agent.

Attorneys at Morgan, Lewis & Bockius LLP, and Riemer & Braunstein
LLP, serve as counsel to the DIP Agents.

National law firm Lowenstein Sandler has been appointed to
represent the official unsecured creditors committee for Borders
Group.  Bruce S. Nathan and Bruce Buechler, members of Lowenstein
Sandlers' Bankruptcy, Financial Reorganization & Creditors' Rights
Group, are leading the team.

The Debtor disclosed $1.28 billion in assets and $1.29 billion in
liabilities as of Dec. 25, 2010

Borders Group has sought approval to sell merchandise and owned
furniture, fixtures and equipment located at approximately 200 of
their stores and, at Borders' option, up to 75 of 136 potential
other stores, through store closing sales.

Bankruptcy Creditors' Service, Inc., publishes BORDERS GROUP
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by Borders Group Inc., the United States' second
largest bookstore chain.  (http://bankrupt.com/newsstand/or
215/945-7000)


BORDERS GROUP: Sec. 341 Meeting Continued to May 3
--------------------------------------------------
Tracy Hope Davis, the U.S. Trustee for Region 2, continued the
meeting of the creditors of Borders Group, Inc. and its debtor
affiliates to May 3, 2011, at 2:00 p.m. Eastern Time, at the
office of the U.S. Trustee, 4th Floor, at 80 Broad Street, in New
York.

The meeting of creditors under Section 341(a) of the Bankruptcy
Code was originally scheduled for March 23, 2011, and later
continued to April 19.

                        About Borders Group

Borders Group is a leading operator of book, music and movie
superstores and mall-based bookstores.  At Jan. 29, 2011, the
Debtors operated 642 stores, under the Borders, Waldenbooks,
Borders Express and Borders Outlet names, as well as Borders-
branded airport stores in the United States, of which 639 stores
are located in the United States and 3 in Puerto Rico.  Two of
Borders' flagship stores (along with other less prominent stores)
are located in Manhattan.  In addition, the Debtors operate a
proprietary e-commerce Web site, http://www.Borders.com/,
launched in May 2008, which includes both in-store and online e-
commerce components.  As of Feb. 11, 2011, Borders employed a
total of 6,100 full-time employees, 11,400 part-time employees,
and approximately 600 contingent employees.

Borders Group Inc. and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. Lead Case No. 11-10614) in
Manhattan on Feb. 16, 2011.

David M. Friedman, Esq., David S. Rosner, Esq., Andrew K. Glenn,
Esq., and Jeffrey R. Gleit, Esq., at Kasowitz, Benson, Torres &
Friedman LLP, in New York, serve as counsel to the Debtors.
Jefferies & Company's Inc. is the financial advisor.  DJM Property
Management is the lease and real estate services provider.  AP
Services LLC is the interim management and restructuring services
provider.  The Garden City Group, Inc., is the claims and notice
agent.

Attorneys at Morgan, Lewis & Bockius LLP, and Riemer & Braunstein
LLP, serve as counsel to the DIP Agents.

National law firm Lowenstein Sandler has been appointed to
represent the official unsecured creditors committee for Borders
Group.  Bruce S. Nathan and Bruce Buechler, members of Lowenstein
Sandlers' Bankruptcy, Financial Reorganization & Creditors' Rights
Group, are leading the team.

The Debtor disclosed $1.28 billion in assets and $1.29 billion in
liabilities as of Dec. 25, 2010

Borders Group has sought approval to sell merchandise and owned
furniture, fixtures and equipment located at approximately 200 of
their stores and, at Borders' option, up to 75 of 136 potential
other stores, through store closing sales.

Bankruptcy Creditors' Service, Inc., publishes BORDERS GROUP
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by Borders Group Inc., the United States' second
largest bookstore chain.  (http://bankrupt.com/newsstand/or
215/945-7000)

BORDERS GROUP: Court Sets June 1, 2011 Claims Bar Date
------------------------------------------------------
The bankruptcy court established June 1, 2011, at 5:00 p.m., as
the deadline by which all persons and entities must file proofs of
claim, other than certain exempt parties against Borders Group
Inc. and its affiliates, including requests for payment under
Section 503(b)(9) of the Bankruptcy Code.

The Court has also fixed August 15, 2011, as the deadline by
which all governmental entities must file proofs of claim against
the Debtors.

The Court ruled that any person or entity that holds a claim that
arises from an executory contract or unexpired lease must file a
proof of claim for damages in connection with the executory
contract or unexpired lease or related to the leased premises or
equipment arising prior to the Petition Date or from rejection of
the executory contract or unexpired lease, on or before the later
of (i) the General Bar Date, and (ii) 45 days after the effective
date of the rejection of that contract or lease, or be forever
barred from doing so.

Judge Glenn signed the revised proposed order submitted by the
Debtors in relation to their Bar Date Motion, a full-text copy of
which is available for free at:

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

                        About Borders Group

Borders Group is a leading operator of book, music and movie
superstores and mall-based bookstores.  At Jan. 29, 2011, the
Debtors operated 642 stores, under the Borders, Waldenbooks,
Borders Express and Borders Outlet names, as well as Borders-
branded airport stores in the United States, of which 639 stores
are located in the United States and 3 in Puerto Rico.  Two of
Borders' flagship stores (along with other less prominent stores)
are located in Manhattan.  In addition, the Debtors operate a
proprietary e-commerce Web site, http://www.Borders.com/,
launched in May 2008, which includes both in-store and online e-
commerce components.  As of Feb. 11, 2011, Borders employed a
total of 6,100 full-time employees, 11,400 part-time employees,
and approximately 600 contingent employees.

Borders Group Inc. and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. Lead Case No. 11-10614) in
Manhattan on Feb. 16, 2011.

David M. Friedman, Esq., David S. Rosner, Esq., Andrew K. Glenn,
Esq., and Jeffrey R. Gleit, Esq., at Kasowitz, Benson, Torres &
Friedman LLP, in New York, serve as counsel to the Debtors.
Jefferies & Company's Inc. is the financial advisor.  DJM Property
Management is the lease and real estate services provider.  AP
Services LLC is the interim management and restructuring services
provider.  The Garden City Group, Inc., is the claims and notice
agent.

Attorneys at Morgan, Lewis & Bockius LLP, and Riemer & Braunstein
LLP, serve as counsel to the DIP Agents.

National law firm Lowenstein Sandler has been appointed to
represent the official unsecured creditors committee for Borders
Group.  Bruce S. Nathan and Bruce Buechler, members of Lowenstein
Sandlers' Bankruptcy, Financial Reorganization & Creditors' Rights
Group, are leading the team.

The Debtor disclosed $1.28 billion in assets and $1.29 billion in
liabilities as of Dec. 25, 2010

Borders Group has sought approval to sell merchandise and owned
furniture, fixtures and equipment located at approximately 200 of
their stores and, at Borders' option, up to 75 of 136 potential
other stores, through store closing sales.

Bankruptcy Creditors' Service, Inc., publishes BORDERS GROUP
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by Borders Group Inc., the United States' second
largest bookstore chain.  (http://bankrupt.com/newsstand/or
215/945-7000)


BROADCAST INT'L: Amends Form S-1 for 40.6 Million Shares
--------------------------------------------------------
Broadcast International, Inc., filed with the U.S. Securities and
Exchange Commission an Amendment No. 1 to its Form S-1
registration statement relating to the resale of up to 40,599,961
shares of the Company's common stock owned by the selling
shareholders, including up to 12,499,980 shares of the Company's
common stock upon exercise of certain warrants held by the selling
shareholders.

The Company will not receive any proceeds from the sale of the
common stock hereunder.  All proceeds from the sale of the common
stock will be paid to the selling shareholders.  The Company will,
however, receive proceeds from the exercise of the outstanding
warrants.  If all of the warrants covered by the prospectus are
exercised in full, the Company will issue an aggregate of
12,499,980 shares of the Company's common stock, and the Company
will receive aggregate proceeds of $12,499,980.

The Company's common stock is currently traded on the OTC Bulletin
Board under the symbol "BCST."  On April 6, 2011 the closing sale
price of the Company's common stock was $0.97 per share.

                   About Broadcast International

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

The Company reported a net loss of $18.66 million on $7.31 million
of net sales for the year ended Dec. 31, 2010, compared with a net
loss of $13.38 million on $3.62 million of net sales during the
prior year.

The Company's balance sheet at Dec. 31, 2010, showed
$10.71 million in total assets, $26.63 million in total
liabilities, and a $15.92 million total stockholders' deficit.

HJ & Associates LLC, in Salt Lake City, expressed substantial
doubt about the Company's ability to continue as a going concern,
after auditing the Company's financial statements for the year
2009.  The independent auditors noted that the Company has
incurred recurring losses from operations and has a deficit in
stockholders' equity and working capital.  The audit report for
the Company's financial statements for the end of 2010 did not
contain a going concern qualification from the auditor.

The Company's 2010 Annual Report did not contain a negative going
concern statement.


CABI SMA: Court Won't Fast-track Decision on Condo Deals
--------------------------------------------------------
Bankruptcy Judge A. Jay Cristol denied a request by buyers of
condominium units to compel CABI SMA Tower I, LLLP, to assume or
reject the parties' purchase agreement.  The Purchasers -- Mark
Weisberg, Marc Swedroe, and John Haggiag -- seek (1) immediate
assumption or rejection of the Purchase Agreements, or (2) an
expedited date certain for assumption or rejection.  The
Purchasers argue that they have been prejudiced due to the delay
in construction of the Debtor's condominium tower.  The Purchasers
argue that the Debtor's inability to complete construction of the
Condominium Tower prior to July 2010 provides sufficient
justification to the Court for requiring an immediate assumption
or rejection of the Purchase Agreements.  A copy of Judge
Cristol's April 5 Memorandum Opinion and Order is available at
http://is.gd/qyi56Qfrom Leagle.com.

                      About Cabi SMA Tower I

Based in Miami, Florida Cabi SMA Tower I, LLLP -- fka Cabi SMA
Retail 1, LLC; Cabi SMA, LLLP; Cabi SMA Tower 2, LLC; Cabi SMA
Tower 2, LLLP; Capital at Brickell; Cabi SMA Retail 2, LLLP; Cabi
SMA Retail 2, LLC; Cabi SMA Tower 1, LLC; and Cabi SMA Retail I,
LLLP -- owns multiple vacant parcels around South Miami Avenue and
S.W. 14th Street in Miami, Florida.  It acquired the parcels to
develop residential, hotel, and retail space, including a
condominium development.  The parcels are being managed by Cabi
Developers, LLC pursuant to a management agreement.

Cabi SMA Tower I filed for Chapter 11 bankruptcy protection on
Dec. 28, 2010 (Bankr. S.D. Fla. Case No. 10-49009).  Mindy A.
Mora, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP, serves
as the Debtor's bankruptcy counsel.  The Debtor estimated its
assets and debts at $10 million to $50 million.

Affiliates Cabi Downtown, LLC (Bankr. S.D. Fla. Case No. 09-27168)
and Cabi New River, LLC (Bankr. S.D. Fla. Case No. 10-49013) filed
separate Chapter 11 petitions.


CALUMET SPECIALTY: Moody's Assigns 'B3' to Proposed $375MM Notes
----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Calumet
Specialty Products Partners, L.P.'s (Calumet) proposed
$375 million senior unsecured note offering maturing 2019.
Moody's also assigned a B2 Corporate Family Rating (CFR), B2
Probability of Default Rating (PDR), and SGL-3 Speculative
Grade Liquidity Rating. Calumet's proposed offering will repay
a $360 million secured term loan facility.  The outlook is
positive.

Ratings Rationale

"Calumet's relatively stable free cash flow from its specialty
products segment, diverse specialty products portfolio and
strategically positioned operating assets support its B2 rating,"
stated Francis J. Messina, Moody's Vice President.  "However, the
rating also reflects the inherent volatility of the company's
transportation fuels business along with its master limited
partnership structure and distribution burden to its unit
holders."

The new notes are being issued by Calumet's publicly traded
Master Limited Partnership (MLP).  The new notes will be used to
refinance a $360 million term loan facility at Calumet Lubricants
Company, L.P. (Lubricants) the operating company for Calumet. Upon
completion of Calumet's notes offering, all Lubricants' ratings,
including its B2 CFR, B3 PDR and B1 senior secured bank credit
facility rating, will be withdrawn.

The B2 CFR also considers Calumet's niche position within the
specialty products industry and the degree of cash flow durability
this business provides relative to its transportation fuels
business.  As a leading independent niche producer of specialty
lubricants, solvents, and waxes, Calumet is capable of producing a
wide variety of specialty products that meets varying customer's
needs.  Additionally, the specialty business lends itself to more
durable margins over time as the company has pushed through price
increases to keep pace with rising feedstock costs, though with
a four to six week lag.  In 2010, this business generated
approximately 94% of the consolidated gross margin, providing
a higher degree of stability to the consolidated earnings and
cash lows.

Although the specialty products business tends to be more durable
than the fuels business, the demand for specialty products tracks
the overall economy and is therefore, subject to cyclical swings.
The fuels business is particularly volatile and the margins in
that business can fall significantly as they did in 2009, when
gross profit for that business fell by more than 50%.  Given that
the business represents roughly half of the total throughput
capacity for Calumet, it can have a significant impact on
consolidated earnings and cash flows.  This can ultimately affect
Calumet's ability to continue to meet the ongoing distribution
requirements to the MLP common unit holders as it did in 2008,
when the company cut its unit distributions due to cash flow
volatility.

The positive outlook assumes that the demand for specialty
products will increase as the economy improves, resulting in
increased EBITDA with leverage staying under 4.0x.  Moody's could
upgrade Calumet's ratings if it shows consistent cash flow growth
following the fire at its Shreveport facility with leverage
comfortably under 4.0x while managing its working capital in a
rising oil price environment and maintaining distributions at
levels that are supported by internal cash flows.  A rating
downgrade is a possibility should refining margins negatively
affect cash available to cover operating expenses and debt
service, protracted refinery outages or supply disruptions, or a
more aggressive distribution policy.

The SGL-3 rating reflects the expectation that Calumet will have
sufficient liquidity over the next twelve months to meet its
minimal capital spending requirements, interest expense, working
capital needs, and MLP common unit distributions.

The B3 senior unsecured notes rating reflects both the overall
probability of default of Calumet, to which Moody's assigns a PDR
of B2, and a loss given default of LGD 5, 70%.  The proposed
senior notes are unsecured and guaranteed by all subsidiaries on a
senior unsecured basis.  The asset backed revolving credit
facility has a borrowing base of $270 million.  The size of the
credit facility's potential priority claim in comparison to the
senior notes results in the notes being rated one notch beneath
Calumet's B2 CFR, in accordance with Moody's Loss Given Default
Methodology.

The last rating action for Calumet was on July 26, 2010, when
Moody's withdrew the B3 rating assigned to the $450 million senior
unsecured notes offering by Calumet Specialty Products Partners,
L.P., when the company decided to not to proceed with the
offering.  Moody's also withdrew the B2 Corporate Family Rating
(CFR), B2 Probability of Default Rating (PDR), and a SGL-3
Speculative Grade Liquidity Rating.

The principal methodology used in rating Calumet Specialty
Products Partners, L.P., was Moody's Global Independent Refining
and Marketing rating methodology, published in December 2009.

Calumet Specialty Products Partners, L.P., is headquartered in
Indianapolis, Indiana.


CAPMARK FINANCIAL: Judge to Review Creditors' $96MM Goldman Claim
-----------------------------------------------------------------
Bankruptcy Law360 reports that Judge Christopher S. Sontchi said
Monday he will weigh allowing Capmark Financial Group Inc.'s
unsecured creditors to pursue $96 million in preference claims
against Goldman Sachs Group Inc. affiliates after a previous
ruling led to confusion on the matter.

                      About Capmark Financial

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

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

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

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

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

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


CAPSALUS CORP: To Restate 2010 Financials Due to SEC Comments
-------------------------------------------------------------
In response to a comment letter from the accounting staff of the
U.S. Securities and Exchange Commission, Capsalus Corp. reviewed
its accounting for the purchase of WhiteHat Holdings, LLC, on
April 14, 2010.  During this review, management identified an
error in the method used to value the purchase transaction and in
determining the fair value of a contingent consideration liability
related to certain additional, or penalty shares of the Company's
common stock that would be issued after the transaction in the
event certain stipulations, as noted in the Plan and Agreement of
Merger, did not occur.  The Company, its independent registered
public accountants and the SEC staff discussed the matter while
management continued its review.  On April 4, 2011, the Company
concluded, based on comments from the SEC and recommendations from
management, that the Company's unaudited interim consolidated
financial statements for the quarterly periods ended June 30, 2010
and Sept. 30, 2010, as reported in the corresponding Form 10-Q's,
should no longer be relied on and should be restated.

The modifications to the restated consolidated financial
statements relate to; (a) the method used to calculate the fair
value of the acquisition, and (b) the fair value calculation of
the liability related to the contingent issuance of additional
shares under the Merger Agreement.  The Company initially valued
the acquisition based on the fair value of the assets acquired and
liabilities assumed at the acquisition date as opposed to the fair
value of the consideration transferred, as the Company felt this
better reflected the true value of the acquisition.  The Company
believed at the time the reports were filed, that this was the
correct accounting for the valuation.  In addition, the Company
relied on internal management discussions to determine the
likelihood and resulting fair value of issuing additional shares
to former White Hat shareholders under the contingent
consideration liability and believed this was the proper method at
the time the Company's reports were filed.

After careful review, the Company determined that it should use
the fair value of the consideration transferred to value the
acquisition and that rather than relying on internal management
discussions in determining the likelihood and resulting fair value
of the contingent consideration liability, a liability should be
recorded based on the terms of the Merger Agreement.

Therefore, the Company will use the fair value of the
consideration transferred to value the acquisition and will record
a contingent consideration liability for the additional shares to
be issued based on the terms of the Merger Agreement.

The adjustments that the Company anticipates recording in its
financial statements will include recording a goodwill asset
related to the acquisition of White Hat.  The Company assesses the
value of goodwill for impairment on an annual basis and whenever
there are triggering events that may dictate assessment for
impairment.  The Company is currently assessing the goodwill it is
recording related to the acquisition of White Hat and anticipates
that there will be an impairment recorded during the fourth
quarter of fiscal 2010, that will be reflected in the Company's
Annual Report on Form 10-K for fiscal 2010.

The Company anticipates filing amendments to the aforementioned
Form 10-Q's for the affected quarterly periods to reflect the
corrections to its quarterly consolidated financial statements in
the near future.  The Company's Annual Report on Form 10-K for
fiscal 2010 will reflect these adjustments and contain additional
information regarding this matter.

                        About Capsalus Corp.

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

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

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


CASCADIA PARTNERS: Disclosure Statement Hearing Set for April 18
----------------------------------------------------------------
The United States Bankruptcy Court for the Western District of
Virginia, Lynchburg Division, will convene a hearing on April 18,
2011, at 10:00 a.m., to consider the adequacy of the information
contained in the disclosure statement explaining Cascadia Partners
LLC's proposed Plan of Reorganization.

Parties were given until April 11, 2011, to file and serve written
objections to the Disclosure Statement.

Parties have until April 18, 2011, to file proof of claims against
the Debtor.

                            Plan Terms

According to the Disclosure Statement dated Feb. 26, 2011, the
Plan of Reorganization contemplates the sale by the Debtor of its
real property.

Part of the Real Property will be sold pursuant to the terms of a
Letter of Intent dated Dec. 15, 2010, between "NVR" and the
Debtor, and a draft Lot Purchase Agreement.  The remaining real
estate consisting of the Real Property which is not covered by the
Lot Purchase Agreement, will be developed or sold upon terms and
to parties not yet determined.

It is contemplated that all creditors will be paid 100% of their
allowed claims with interest within a term of five years from the
date of the closing of the first lot sale under the Lot Purchase
Agreement.

The Debtor will obtain a $4.0 million loan from Union First Market
Bank bearing 6% interest as a construction/revolving loan, which
will be granted a first lien priority position ahead of all
Claims of the Debtor, as permitted pursuant to Section 364(d) of
the Bankruptcy Code.  This funding will be used to develop the
Real Property so that it may be sold pursuant to the terms of the
Lot Purchase Agreement.  Each lot will be conveyed free of all
liens at the closing of each lot sale.

The Plan divides its creditors into these classes:

* Secured Claims

  CLASS 1 - The allowed secured claim of Wachovia Bank/Wells
            Fargo which is secured by a first lien deed of trust
            in the Debtor's Real Property to the extent that the
            claim is an allowed, non-voidable, and unavoidable
            secured claim under the Code.

  CLASS 2 - The allowed secured claim of WW Associates, Inc.
            which is secured by a mechanic's lien on the Debtor's
            Real Property to the extent that the claim is an
            allowed, non-voidable, and unavoidable secured claim
            under the Code.

  CLASS 3 - The allowed secured claim of Albemarle County,
            Virginia, which is a statutory lien on the Debtor's
            Real Property and superior to the liens of the
            Secured Claims in Classes 1 and 2, to the extent that
            the claim is an allowed, non-voidable, and
            unavoidable secured claim under the Code.

* Administrative Claims

  CLASS 4 - All allowed Administrative Expense Claims of the
            Debtor's counsel, Scott Kroner, PLC., and any other
            professionals employed by the Debtor, which have been
            approved by the Bankruptcy Court, whose claims are
            entitled to priority under Section 507(a)(1)
            of the Code.

  CLASS 5 - All allowed Administrative Expense Claims of
            Albemarle County, Virginia for real property taxes.

  CLASS 6 - All allowed Administrative Expense Claims of any
            other party-in-interest which is not listed in Class
            5, including the fees of the Office of the United
            States Trustee, and the Clerk's Office of the
            Bankruptcy Court to the extent that the claim is
            entitled to priority under Section 507(a)(1) of the
            Code.

* Non-Administrative Priority Claims

  CLASS 7 - All allowed unsecured Priority Claims, if any, which
            are entitled to priority under Section 507(a)(8) of
            the Code.

* Non-Priority Non-Insider Unsecured Claims

  CLASS 8 - All allowed non-insider unsecured claims which are
            not Priority Claims under the Code.

* Non-Priority Insider Unsecured Claims

  CLASS 9 - All allowed insider unsecured claims.

* Equity Security Interest

  CLASS 10 - All allowed equity security interests in the Debtor.

Wachovia will be paid in full with interest accruing at the rate
of 4.5% per annum from the Plan Effective Date over a period of
five years beginning with the closing of the first lot sale under
the Lot Purchase Agreement.  Wachovia Bank will begin receiving
distributions from the lot sales after Union's loan is paid in
full, which should be in late 2012 or early 2013.  At that time,
Wachovia will receive 70% of the net sales proceeds from each lot
sale, and the Debtor will receive the remaining 30%, which is
needed to fund the payment of income tax liability of the members
of the Debtor.

The Claims of Counsel for the Debtor and any other Administrative
Expense Claims and the Claims of the Non-Insider General Unsecured
Creditors will be paid in full upon approval by
the Bankruptcy Court.

The Claims of Albemarle County, Virginia and WW Associates, Inc.
will be paid in full with interest accruing at the rate of 4.5%
per annum from the Plan Effective Date by the end of 2012.  The
Debtor will apply 10% of all Lot sales proceeds (net of closing
costs) to the payment of the Claims of Class 2, 3, 5 and 7,
divided equally among each Class, and upon such payment
the lot sold will be released from the lien of this Claimant.

The Claims of the Insider General Unsecured Creditors will be paid
in full with interest accruing at the rate of 4.5% per annum from
the Plan Effective Date only after the claims of all
other creditors are paid in full with interest.

Distribution of payments under the Plan will be made no frequently
than monthly, and will be made only when proceeds from the sale of
the Lots are available from closing proceeds,
or when proceeds from the sale of any portion of the remaining
Real Property are available from closing proceeds.

A full-text copy of the seven-page disclosure statement may be
accessed for free at:

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

Charlottesville, Virginia-based Cascadia Partners LLC owns and
develops certain real property in Albermarle County, Virginia.  It
filed for Chapter 11 bankruptcy protection (Bankr. W.D. Va. Case
No. 10-63442) on Dec. 1, 2010.  W. Stephen Scott, Esq., at
Scott Kroner, PLC, serves as bankruptcy counsel.  The Debtor
disclosed $12,074,100 in total assets, and $4,292,894 in total
liabilities in its schedules.


CENTURA LAND: Section 341(a) Meeting Scheduled for May 6
--------------------------------------------------------
The U.S. Trustee for Region 6 will convene a meeting of Centura
Land Corporation's creditors on May 6, 2011, at 11:30 a.m.  The
meeting will be held at 2000 E. Spring Creek Parkway, Plano,
Texas.

This is the first meeting of creditors required under Section
341(a) of the U.S. Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Plano, Texas-based Centura Land Corporation, fka IORI Centura,
Inc., filed for Chapter 11 bankruptcy protection (Bankr. E.D. Tex.
Case No. 11-41041) on April 1, 2011.  John Paul Stanford, Esq.,
who has an office in Dallas, Texas, serves as the Debtor's
bankruptcy counsel.  The Debtor estimated its assets at
$10 million to $50 million and debts at $1 million to $10 million.


CHEMTURA CORP: Judge Allows Firm to Alter Former Execs' Benefits
----------------------------------------------------------------
Bankruptcy Law360 reports that Judge Robert E. Gerber of the U.S.
Bankruptcy Court for the Southern District of New York on Friday
gave Chemtura Corp. permission to terminate or modify some of its
former executives' medical and dental benefits, finding the
company had reserved the right to alter its post-employment plans.

                        About Chemtura Corp.

Based in Middlebury, Connecticut, Chemtura Corporation (CEM) --
http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a
global manufacturer and marketer of specialty chemicals, crop
protection products, and pool, spa and home care products.

Chemtura Corporation and 26 of its U.S. affiliates filed voluntary
petitions for relief under Chapter 11 (Bankr. S.D.N.Y. Case No.
09-11233) on March 18, 2009.  The Debtors disclosed total assets
of $3.06 billion and total debts of $1.02 billion as of the
Chapter 11 filing.

Chemtura successfully completed its financial restructuring and
emerged from protection under Chapter 11 in November 2010.  In
connection with the emergence, reorganized Chemtura is now listed
on the New York Stock Exchange under the ticker "CHMT".

M. Natasha Labovitz, Esq., at Kirkland & Ellis LLP, in New York,
served as bankruptcy counsel for the Debtors.  Wolfblock LLP was
the Debtors' special counsel.  The Debtors' auditors and
accountant were KPMG LLP; their investment bankers are Lazard
Freres & Co.; their strategic communications advisors were Joele
Frank, Wilkinson Brimmer Katcher; their business advisors were
Alvarez & Marsal LLC and Ray Dombrowski served as their chief
restructuring officer; and their claims and noticing agent was
Kurtzman Carson Consultants LLC.

The Official Committee of Equity Security Holders tapped
Jay Goffman, Esq., and David Turetsky, Esq., at Skadden Arps Slate
Meagher & Flom LLP, in New York, as counsel.  the Official
Committee of Unsecured Creditors retained Daniel H. Golden, Esq.,
Philip C. Dublin, Esq., and Meredith A. Lahaie, Esq., at Akin Gump
Strauss Hauer & Feld LLP, in New York, as counsel.


CHESAPEAKE MIDSTREAM: Moody's Gives 'Ba3 on Proposed $350MM Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba2 Corporate Family Rating
(CFR) to Chesapeake Midstream Partners, L.P. (CHKM) and a Ba3
rating to its proposed offering of $350 million senior notes due
2021.  Moody's also assigned a Speculative Grade Liquidity (SGL)
rating of SGL-3 to CHKM.  The proceeds of the offering will be
used to repay revolving credit facility borrowings and fund
planned 2011 growth capital expenditures.  The outlook is stable.

Ratings Rationale

"Chesapeake Midstream's ratings benefit from its sizeable asset
base and fee-based contracts that also limit volume risk,"
commented Pete Speer, Moody's Vice-President.  "The ratings also
incorporate the partnership's limited track record as a stand-
alone entity and the strong interconnection with Chesapeake
Energy, its largest customer and joint owner of its general
partner."

CHKM's Ba2 CFR reflects the business risk benefits of its 100
percent fee-based revenues and contractually limited volume risk.
These positive attributes are tempered by the partnership's
customer concentration and limited geographical diversification.
CHKM has established very conservative financial policies relative
to peers, but Moody's expects leverage to increase from the
current low levels as it acquires more assets from Chesapeake
Energy Corporation (Chesapeake, rated Ba2 CFR, positive outlook).
Chesapeake is CHKM's largest customer, providing approximately 82%
of CHKM's 2010 revenues.  Due to its dependence on and strategic
importance to Chesapeake, CHKM's rating is linked to and will
continue to be significantly influenced by Chesapeake's credit
profile.

CHKM is a master limited partnership (MLP) that went public in
August 2010.  Chesapeake and Global Infrastructure Partners each
own 50% of CHKM's general partner in addition to a high proportion
of limited partner interests.  The partnership owns and operates
legacy natural gas gathering and other midstream assets purchased
from Chesapeake.  CHKM has gathering systems servicing production
in the Barnett Shale, Haynesville Shale, Greater Granite Wash,
Permian Basin, Anadarko Basin and other locations primarily in
Texas, Oklahoma and Louisiana.  The largest gathering system is in
the Barnett Shale in north Texas, which provided nearly 70% of
CHKM's revenues in 2010, pro forma for its December 2010
Haynesville asset acquisition.

CHKM's rating outlook could be changed to positive or the ratings
upgraded if Chesapeake's ratings were upgraded and CHKM increases
its geographic diversification through additional asset purchases
without increasing its business risk or its leverage (Debt/EBITDA)
above 3x.  Conversely, the rating outlook could be changed to
negative or the ratings downgraded if CHKM significantly increased
its business risk and leverage through acquisitions.  Debt/EBITDA
above 3.5x could pressure the ratings.  A downgrade of
Chesapeake's ratings could also negatively affect CHKM's ratings.

The SGL-3 rating reflects Moody's expectation that CHKM will
maintain adequate liquidity over the remainder of 2011 and
into 2012.  Typical of the MLP corporate finance model, the
partnership's planned capital expenditures and distributions will
exceed operating cash flows, requiring borrowing on its revolving
credit facility over the next twelve months.  CHKM's $750 million
revolver will have no borrowings outstanding following the senior
notes offering and will have substantial covenant compliance
headroom, providing ample funding capacity for the forecasted
negative free cash flow and potential asset purchases. CHKM's
assets are fully encumbered by the credit facility, limiting the
ability to sell assets to generate cash for liquidity needs.

The Ba3 rating on the proposed $350 million senior notes reflects
both the overall probability of default of CHKM, to which Moody's
assigns a PDR of Ba2, and a loss given default of LGD 5 (80%).
The partnership has a committed $750 million revolving credit
facility that is secured by substantially all of CHKM's assets.
The new senior notes are unsecured and have subsidiary guarantees
on a senior unsecured basis.  Therefore the notes are subordinated
to the senior secured credit facility's potential priority claim
to the company's assets, resulting in the notes being notched one
rating beneath the Ba2 CFR under Moody's Loss Given Default
Methodology.

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

Chesapeake Midstream Partners, L.P., is a publicly traded
midstream energy MLP that is jointly controlled and majority owned
by Chesapeake Energy Corporation and Global Infrastructure
Partners.


CHESTER COUNTY: S&P Puts 'BB-' Rating on $57.4MM Series 2011 Bonds
------------------------------------------------------------------
Standard & Poor's Ratings Services has assigned its 'BB-' long-
term rating to the Chester County Health and Education Facilities
Authority Pa.'s $57.4 million series 2011 bonds issued for The
Chester County Hospital.

The 'BB-' rating reflects Standard & Poor's opinion of the
system's weak historical financial profile, including very
limited liquidity, a history of operating losses, and low debt
service coverage.  However, Standard & Poor's believes these
credit weaknesses are partly offset by the system's strong
demographics, recent improvement in operating results, and good
philanthropic history.

"The stable outlook reflects the system's healthy market share and
our expectation that operations will improve further over the next
two years," said Standard & Poor's credit analyst Meggi McNamara.
"We believe the hospital has many attributes of organizations
rated much higher than 'BB-', including strong demographics," said
Ms. McNamara.

Standard & Poor's would consider a lower rating if the system is
unable to sustain operational improvement or if the balance sheet
declines from current levels.  A positive rating action would be
contingent on a financial profile that is more commensurate with a
higher rating, according to Standard & Poor's.

The Chester County Hospital is 220-bed acute-care facility
located in West Chester, Pa., approximately 30 miles west of
Philadelphia.  A revenue pledge from the hospital, the sole member
of the obligated group, and a mortgage on the facility will secure
the bonds.  Nonobligated affiliates of the hospital include the
Chester County Hospital Foundation and several other subsidiaries.

The hospital will use bond proceeds to fund construction of a
$45 million expansion project that will add a new three-floor
patient tower that ultimately will accommodate 72 new patient
beds for medical, surgical, and telemetry use, relocation of the
existing magnetic resonance imaging service, and construction of
a new vault where the hospital will install a linear accelerator.
Management expects to complete the project in November 2012.
The hospital expects the foundation to contribute $6 million of
temporarily restricted funds to fund the project's construction.
In addition to the construction project, management will use the
remaining bond proceeds of $11.8 million to refund the series 1996
bonds.


CHINA NETWORKS: Brian Taylor Discloses 9.7% Equity Stake
--------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Brian Taylor and his affiliates disclosed that they
beneficially own 1,390,070 shares of common stock of China
Networks International Holdings, Ltd., representing 9.7% of the
shares outstanding.  A full-text copy of the filing is available
for free at http://is.gd/aDU80P

                       About China Networks

Headquartered in Beijing, PRC China Networks International
Holdings, Limited, through China Networks Media Ltd., a British
Virgin Islands company, provides broadcast television advertising
services in the PRC, operating joint-venture partnerships with PRC
TV Stations in regional areas of the country.  The Company manages
these regional businesses through a series of joint ventures and
contractual arrangements to sell broadcast television advertising
time slots and so-called "soft" advertising opportunities to local
advertisers directly and through advertising agencies and brokers.

As reported by the TCR on July 6, 2010, UHY Vocation CPA Limited,
in Hong Kong, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company has a significant working capital deficit
and is dependent on obtaining additional financing to execute its
business plan.

The Company reported net income of US$2.4 million on US$19.0
million of revenue for 2009, compared with a net loss of US$3.4
million on US$4.3 million of revenue for 2008.

The revenue increase was due to the fact that the Company only
began generating revenues from Kunming JV as of October 1, 2008,
and from the Yellow River JV as of January 1, 2009.

The Company's balance sheet at December 31, 2009, showed
US$52.0 million in assets, US$54.0 million of liabilities, and
US$236,400 of common stock subject to repurchase, for a
shareholders' deficit of US$2.3 million.


CLEAN BURN: Files Schedules of Assets & Liabilities
---------------------------------------------------
Clean Burn Fuels, LLC, has filed with the U.S. Bankruptcy Court
for the Middle District of North Carolina its schedules of assets
and liabilities, disclosing:

  Name of Schedule                          Assets     Liabilities
  ----------------                          ------     -----------
A. Real Property                         $72,000,000
B. Personal Property                      $7,516,062
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                      $74,487,786
E. Creditors Holding
   Unsecured Priority
   Claims                                                  $25,000
F. Creditors Holding
   Unsecured Non-priority
   Claims                                               $4,705,895
                                         -----------   -----------
      TOTAL                              $79,516,062   $79,218,681

                          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.


CLEAN BURN: Section 341(a) Meeting Scheduled for May 10
-------------------------------------------------------
The U.S. Trustee for Region for the Middle District of North
Carolina will convene a meeting of Clean Burn Fuels, LLC's
creditors on May 10, 2011, at 11:00 a.m.  The meeting will be held
at Venable Center, Dibrell Building - Suite 280, 302 East
Pettigrew Street, Durham, North Carolina.

This is the first meeting of creditors required under Section
341(a) of the U.S. Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend. This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

                          About 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.


CLICO (BAHAMAS): Creditors to Recover $50MM++ From Assets Sale
--------------------------------------------------------------
Neil Hartnell at the Tribune Business reports that the liquidator
for CLICO (Bahamas) creditors has signed an agreement for the $10
million sale of one-fifth of CLICO's acreage.  According to the
report, Craig A. 'Tony' Gomez, the Baker Tilly Gomez accountant
and partner, is also in negotiations with another potential buyer
to sell the remaining 400-plus acres of the Wellington Preserve
project for a similar per acre price, which could raise $40
million to $50 million.

Documents obtained by Tribune Business from the U.S. Bankruptcy
Court revealed that on April 4, Mr. Gomez signed an agreement to
sell a 102.74-acre Wellington Preserve land parcel to Zacara Farm
LLC, a Delaware-incorporated company, for $10 million.  This
prices the project's real estate at around $100,000 per acre.

As for the remainder of Wellington Preserve, the Chapter 11
reorganization plan said: "The debtor [Wellington Preserve] is
presently engaged in negotiations with Michael B. Collins and his
assigns for the sale of its remaining real estate -- 420.841 acres
of land in the village of Wellington, Florida."

The Tribune Business notes the largest of CLICO (Bahamas)'s
creditors is 100%-owned affiliate, CLICO Enterprises.  CLICO
Enterprises ranks only fourth on the list of Wellington Preserve's
creditors, with some $7.056 million worth of claims lying ahead of
it.

According to the Tribune Business, once administrative expenses
and closing costs are deducted, the balance will then be available
for distribution to Wellington Preserve's creditors.  Once these
are deducted from the sales process pot, it is likely that
somewhere between $40 million to $50 million will be 'upstreamed'
from Wellington Preserve to CLICO (Bahamas), a sum equivalent to
between 54.8% and 68.5% of the $73 million invested in the project
via CLICO Enterprises.

The Tribune's Neil Hartnell says that Mr. Gomez has been unable to
find better deals as he has been hampered by the depressed state
of the Florida and U.S. real estate market, due to the credit
crunch and subsequent recession.

The Tribune Business reports that CLICO (Bahamas) has reached a
settlement to resolve Brennan Financial's $1.445 million claim.
Mr. Gomez reached an agreement to settle the dispute between the
liquidation and Brennan, which saw the latter obtain permission to
file a competing plan for Wellington Preserve's dissolution, and
part of the deal was to move the company to the front of the queue
as a secured creditor.

The Tribune Business notes that following the sale of the key
assets, Mr. Gomez, to wrap up the liquidation, needs to obtain
Insurance Commission and Supreme Court approval for the
sale/transfer of the insolvent insurer's remaining policy
portfolio to another carrier, likely Colina Insurance Ltd.

                       About CLICO (Bahamas)

CLICO (Bahamas) Limited, also known as British Fidelity Insurance
Company, Limited, is a Bahamian company that was involved in
life and health insurance, pensions and annuities.

CLICO has insolvency proceedings pending before the Commercial
Division of the Supreme Court of the Bahamas.  The proceedings
were commenced February 2009.  Craig A. Gomez, at Fowler White
Burnett, P.A., was appointed by the Bahamian court as liquidator
of CLICO.

Mr. Gomez filed a Chapter 15 bankruptcy petition for CLICO on
April 28, 2009 (Bankr. S.D. Fla. Case No. 09-17829), to seek the
U.S.'s recognition of the insolvency proceedings in the Bahamas as
the "foreign main proceeding."  Judge A. Jay Cristol presides over
the case.  Ronald G Neiwirth, Esq., represents Mr. Gomez.
Mr. Gomez estimated both assets and debts of between US$100
million and US$500 million for CLICO.


CMHA/TCB I: Section 341(a) Meeting Scheduled for May 3
------------------------------------------------------
The U.S. Trustee for Region 9 will convene a meeting of CMHA/TCB
Laurel Homes I Limited Partnership's creditors on May 3, 2011, at
2:00 p.m.  The meeting will be held at the Office of the US
Trustee, 36 East Seventh Street, Suite 2050, Cincinnati, Ohio.

This is the first meeting of creditors required under Section
341(a) of the U.S. Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

                       About CMHA/TCB Laurel

CMHA/TCB Laurel Homes I Limited Partnership and CMHA/TCB Laurel
Homes V Limited Partnership own and operate phases of the City
West Housing Development located in the West End of Cincinnati.
The Laurel Homes I and Laurel Homes V phases of the City West
Housing Development, together with all other phases of the City
West Housing Development, are managed by The Community Builders,
Inc.

CMHA/TCB V filed for Chapter 11 bankruptcy protection on March 31,
2011 (Bankr. S.D. Ohio Case No. 11-11966).  Charles M. Meyer,
Esq., at Santen & Hughes, serves as the Debtor's bankruptcy
counsel.  The Debtor estimated its assets and debts at $10 million
to $50 million.

Affiliate CMHA/TCB I Limited Partnership filed a separate Chapter
11 petition on March 31, 2011 (Bankr. S.D. Ohio Case No. 11-
11953).


CMHA/TCB V: Section 341(a) Meeting Scheduled for May 3
------------------------------------------------------
The U.S. Trustee for Region 9 will convene a meeting of CMHA/TCB
Laurel Homes V Limited Partnership's creditors on May 3, 2011, at
2:00 p.m.  The meeting will be held at the Office of the US
Trustee, 36 East Seventh Street, Suite 2050, Cincinnati, Ohio.

This is the first meeting of creditors required under Section
341(a) of the U.S. Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

                       About CMHA/TCB Laurel

CMHA/TCB Laurel Homes I Limited Partnership and CMHA/TCB Laurel
Homes V Limited Partnership own and operate phases of the City
West Housing Development located in the West End of Cincinnati.
The Laurel Homes I and Laurel Homes V phases of the City West
Housing Development, together with all other phases of the City
West Housing Development, are managed by The Community Builders,
Inc.

CMHA/TCB V filed for Chapter 11 bankruptcy protection on March 31,
2011 (Bankr. S.D. Ohio Case No. 11-11966).  Charles M. Meyer,
Esq., at Santen & Hughes, serves as the Debtor's bankruptcy
counsel.  The Debtor estimated its assets and debts at $10 million
to $50 million.

Affiliate CMHA/TCB I Limited Partnership filed a separate Chapter
11 petition on March 31, 2011 (Bankr. S.D. Ohio Case No. 11-
11953).


COMMERCIAL VEHICLE: To Offer $225MM of Sr. Secured Notes Due 2019
-----------------------------------------------------------------
Commercial Vehicle Group, Inc., announced that it intends to
offer, subject to market and other customary conditions,
$225 million in aggregate principal amount of senior secured notes
due 2019 in a private offering that is exempt from registration
under the Securities Act of 1933, as amended.  The Notes will be
guaranteed, jointly and severally, on a senior secured basis by
certain of the Company's existing and future domestic subsidiaries
and any other subsidiaries that guarantee any of its senior
indebtedness, including its revolving credit facility.  The Notes
and the related guarantees will be senior secured obligations of
the Company and the guarantors, secured by second-priority liens
on substantially all of the property and assets of the Company and
the guarantors.

The Company intends to use the net proceeds from the offering
primarily to repay all of the amounts currently outstanding under
its existing second lien term loan, 11%/13% Third Lien Senior
Secured Notes due 2013 and 8% Senior Notes due 2013 and for
general corporate and working capital purposes.

The Notes and the related guarantees will be offered only to
"qualified institutional buyers" in reliance on the exemption from
registration pursuant to Rule 144A under the Securities Act and to
persons outside of the United States in compliance with Regulation
S under the Securities Act.  The Notes and the related guarantees
have not been registered under the Securities Act, or the
securities laws of any state or other jurisdiction, and may not be
offered or sold in the United States without registration or an
applicable exemption from the Securities Act and applicable state
securities or blue sky laws and foreign securities laws.

                   About Commercial Vehicle Group

New Albany, Ohio-based Commercial Vehicle Group, Inc., (Nasdaq:
CVGI) supplies fully integrated system solutions for the global
commercial vehicle market, including the heavy-duty truck market,
the construction and agricultural markets, and the specialty and
military transportation markets.  The Company has facilities
located in the United States in Arizona, Indiana, Illinois, Iowa,
North Carolina, Ohio, Oregon, Tennessee, Virginia and Washington
and outside of the United States in Australia, Belgium, China,
Czech Republic, Mexico, Ukraine and the United Kingdom.

                        *     *     *

Commercial Vehicle carries a 'Caa2' Corporate Family Rating and
'Caa2/LD' Probability of Default Rating from Moody's.  It has
'CCC+' issuer credit ratings from Standard & Poor's.

In mid-October 2010, Moody's Investors Service upgraded Commercial
Vehicle Group, Inc.'s Corporate Family Rating to Caa1 from Caa2,
and revised the ratings outlook to positive from negative.  These
positive actions recognize the continuing improvement in the build
rates for commercial vehicles and the realized benefits of the
company's operating and capital restructurings.  According to
Moody's, the Caa1 CFR reflects modest size, high debt leverage,
and exposure to highly cyclical commercial vehicle end markets.
Demand for commercial vehicle components is sensitive to both
economic cycles and regulatory implementation schedules.

The Company's balance sheet at Dec. 31, 2010 showed
$286.20 million in total assets, $286.31 million in total
liabilities, and a $112,000 stockholders' deficit.


COMMERCIAL VEHICLE: Refinances Substantially All of Existing Debt
-----------------------------------------------------------------
Commercial Vehicle Group, Inc., announced a series of financing
transactions designed to refinance substantially all of its
existing indebtedness.  These transactions include:

     * A proposed private offering of new senior secured notes,
       the proceeds of which the Company intends to use primarily
       to repay all of the amounts currently outstanding under its
       existing second lien term loan, 8% Senior Notes due 2013
       and 11%/13% Third Lien Senior Secured Notes due 2013 and
       for general corporate and working capital purposes.

     * An expected amendment and restatement of its existing
       revolving credit facility that will, among other things,
      (i) increase the revolving credit commitment from $37.5
       million to $40.0 million, subject to borrowing base
       availability, (ii) extend the maturity of the facility to
       three years after the date of closing, (iii) remove the
       availability block, (iv) reduce the interest rate by 0.50%,
      (v) increase the Company's flexibility to make investments
       and (vi) permit the financing transactions.

     * The commencement of cash tender offers and consent
       solicitations with respect to any and all of its
       outstanding Notes.

Completion of the tender offers is conditioned upon, among other
things, the receipt by the Company of the proceeds from the
proposed private offering of new senior secured notes, and the
consummation of the notes offering, in turn, is conditioned upon
the concurrent amendment and restatement of the Company's existing
revolving credit facility.

In connection with the tender offers, the Company is soliciting
the consents of the holders of the Notes to proposed amendments to
each indenture governing the Notes and, in the case of the 2009
Notes, to the related security documents.  The principal purpose
of the consent solicitations and the Proposed Amendments is (i) to
eliminate substantially all of the restrictive covenants, (ii) to
eliminate or modify certain events of default, (iii) to eliminate
or modify related provisions contained in the indentures governing
the Notes and (iv) with respect to the 2009 Notes, to eliminate
certain conditions to covenant defeasance contained in the
indenture governing such notes and to release the liens in respect
of such notes.  In order for the Proposed Amendments to be
effective with respect to an applicable series of Notes, holders
of at least a majority of the outstanding aggregate principal
amount of such series of Notes must consent to the Proposed
Amendments, except that the Proposed Amendments related to the
release of the liens in respect of the 2009 Notes require consents
from the holders of at least two-thirds of the outstanding
aggregate principal amount of the 2009 Notes.  Holders who tender
Notes are obligated to consent to the Proposed Amendments and
holders may not deliver consents without tendering the related
Notes.

Each holder who validly tenders and does not validly withdraw its
Notes and delivers and does not revoke its consent to the Proposed
Amendments with respect to such Notes prior to 5:00 p.m., New York
City time, on April 21, 2011, unless extended, will receive (i)
with respect to 2005 Notes accepted for purchase by the Company,
Total Consideration of $1,020 per $1,000 principal amount of such
Notes, which includes $990 as the Tender Offer Consideration and
$30 as a Consent Payment, and (ii) with respect to 2009 Notes
accepted for purchase by the Company, Total Consideration of
$1,110 per $1,000 principal amount of such Notes, which includes
$1,080 as the Tender Offer Consideration and $30 as a Consent
Payment.  In addition, accrued interest up to, but not including,
the applicable payment date of the Notes will be paid in cash on
all validly tendered and accepted Notes.

Each of the tender offers is scheduled to expire at 11:59 p.m.,
New York City time, on May 5, 2011, unless extended.  Tendered
Notes may be withdrawn and consents may be revoked at any time
prior to the Consent Date but not thereafter.  Holders who validly
tender their Notes and deliver their consents after the Consent
Date will receive only the Tender Offer Consideration applicable
to such Notes and will not be entitled to receive a Consent
Payment if those Notes are accepted for purchase pursuant to the
tender offers.

The Company reserves the right, at any time or times following the
Consent Date but prior to the Expiration Date, to accept for
purchase all of the 2005 Notes or the 2009 Notes validly tendered
prior to the Early Acceptance Time.  If the Company exercises this
option, it will pay the Total Consideration for the 2005 Notes or
the 2009 Notes, as applicable, accepted for purchase at the Early
Acceptance Time on a date promptly following the Early Acceptance
Time.  The Company will also pay on the Early Payment Date accrued
and unpaid interest up to, but not including, the Early Payment
Date on the Notes accepted for purchase at the Early Acceptance
Time.  The Company currently expects that the Early Payment Date
will be April 26, 2011.

Subject to the terms and conditions of the tender offers and
consent solicitations, the Company will, following the Expiration
Date, accept for purchase all the 2005 Notes or the 2009 Notes
validly tendered prior to the Expiration Date.  The Company will
pay the applicable Total Consideration or Tender Offer
Consideration, as the case may be, for the 2005 Notes and the 2009
Notes accepted for purchase at the Final Acceptance Time on a date
promptly following the Final Acceptance Time.  The Company will
also pay on the Final Payment Date accrued and unpaid interest up
to, but not including, the Final Payment Date on the Notes
accepted for purchase at the Final Acceptance Time.  The Company
currently expects that the Final Payment Date will be May 6, 2011.
The consummation of the tender offers and consent solicitations is
conditioned upon, among other things, (i) the receipt by the
Company of the proceeds from the issuance of new senior secured
notes, (ii) the receipt of the consents of holders of at least a
majority of the outstanding aggregate principal amount of each of
the 2005 Notes and the 2009 Notes to the Proposed Amendments and
(iii) the execution of the supplemental indentures giving effect
to the Proposed Amendments.

If any of the conditions are not satisfied, the Company may
terminate the tender offers and consent solicitations and return
the tendered Notes.  The Company has the right to waive any of the
foregoing conditions with respect to any series of Notes and to
consummate any or both of the tender offers and consent
solicitations.  The Company also has the right, in its sole
discretion, to terminate the tender offers or the consent
solicitations at any time, subject to applicable law.  Neither
tender offer is conditioned upon or subject to the completion of
the other tender offer.
None of the Company's board of directors, the dealer manager and
solicitation agent or any other person makes any recommendation as
to whether holders of Notes should tender their Notes or deliver
the related consents, and no one has been authorized to make such
a recommendation.

                  About Commercial Vehicle Group

New Albany, Ohio-based Commercial Vehicle Group, Inc., (Nasdaq:
CVGI) supplies fully integrated system solutions for the global
commercial vehicle market, including the heavy-duty truck market,
the construction and agricultural markets, and the specialty and
military transportation markets.  The Company has facilities
located in the United States in Arizona, Indiana, Illinois, Iowa,
North Carolina, Ohio, Oregon, Tennessee, Virginia and Washington
and outside of the United States in Australia, Belgium, China,
Czech Republic, Mexico, Ukraine and the United Kingdom.

                        *     *     *

Commercial Vehicle carries a 'Caa2' Corporate Family Rating and
'Caa2/LD' Probability of Default Rating from Moody's.  It has
'CCC+' issuer credit ratings from Standard & Poor's.

In mid-October 2010, Moody's Investors Service upgraded Commercial
Vehicle Group, Inc.'s Corporate Family Rating to Caa1 from Caa2,
and revised the ratings outlook to positive from negative.  These
positive actions recognize the continuing improvement in the build
rates for commercial vehicles and the realized benefits of the
company's operating and capital restructurings.  According to
Moody's, the Caa1 CFR reflects modest size, high debt leverage,
and exposure to highly cyclical commercial vehicle end markets.
Demand for commercial vehicle components is sensitive to both
economic cycles and regulatory implementation schedules.

The Company's balance sheet at Dec. 31, 2010 showed
$286.20 million in total assets, $286.31 million in total
liabilities and a $112,000 stockholders' deficit.


COMMUNITY CENTRAL: Gets Letter From Nasdaq Due to Late Form 10-K
----------------------------------------------------------------
On April 6, 2011, Community Central Bank Corporation, parent
company of Community Central Bank, received a non-compliance
notice from The Nasdaq Stock Market stating that the Company was
not in compliance with the rules for continued listing because it
has not timely filed its Annual Report on Form 10-K for the year
ended Dec. 31, 2010.  The Nasdaq letter indicated that the Company
has until June 6, 2011 to submit a plan to regain compliance. If
such a plan is timely submitted by the Company, the Nasdaq Staff
can grant the Company up to 180 calendar days from the due date of
the Form 10-K (or Sept. 27, 2011) to regain compliance.  The
notification of noncompliance has no immediate effect on the
listing or trading of the Company's common stock on The Nasdaq
Capital Market at this time and it will continue to trade under
the symbol CCBD.  If the Company does not regain compliance by the
applicable date or dates, the Nasdaq will provide the Company a
written notification that its common stock will be delisted.

As previously reported, the Company has until May 3, 2011, to
regain compliance with Nasdaq's minimum closing bid price
requirement and until June 28, 2011, to regain compliance with
Nasdaq's minimum market value requirement.

                        About Community Central

Community Central Bank Corporation is the holding company for
Community Central Bank in Mount Clemens, Michigan.  The Bank
opened for business in October 1996 and serves businesses and
consumers across Macomb, Oakland, St. Clair and Wayne counties
with a full range of lending, deposit, trust, wealth management
and Internet banking services.  The Bank operates four full
service facilities in Mount Clemens, Rochester Hills, Grosse
Pointe Farms and Grosse Pointe Woods, Michigan.  Community Central
Mortgage Company, LLC, a subsidiary of the Bank, operates
locations servicing the Detroit metropolitan area and central and
northwest Indiana.  River Place Trust and Community Central Wealth
Management are divisions of Community Central Bank.  Community
Central Insurance Agency, LLC, is a wholly owned subsidiary of
Community Central Bank.  The Corporation's common shares currently
trade on The NASDAQ Capital Market under the symbol "CCBD".

The Company's balance sheet at Sept. 30, 2010, showed
$513.7 million in total assets, $501.6 million in total
liabilities, and stockholders' equity of $12.1 million.

"As of Sept. 30, 2010, due to the Corporation's significant
net loss from operations in the three and nine months ended
Sept. 30, 2010, deterioration in the credit quality of the
loan portfolio, and the decline in the level of its regulatory
capital to support operations, there is substantial doubt about
the Corporation's ability to continue as a going concern," the
Corporation said in its Form 10-Q for the quarter ended Sept. 30,
2010.

The Bank is currently subject to a "consent order" with the
Federal Deposit Insurance Corporation and the Michigan Office of
Financial and Insurance Regulation and is "significantly
undercapitalized" under the FDIC's prompt corrective action (PCA)
rules and accordingly is operating under significant operating
restrictions.  The Consent Order requires Community Central Bank
to take corrective measures in a number of areas to strengthen and
improve the Bank's financial condition and operations.  The
Consent Order is effective as of November 1, 2010.  By entering
into the Consent Order, the Bank is directed and has agreed to
increase board oversight and conduct an independent study of
management, improve regulatory capital ratios, charge-off certain
classified assets, reduce its level of loan delinquencies and
problem assets, limit lending to certain borrowers, revise lending
and collection policies, adopt and implement new profit, strategic
and liquidity plans, and correct loan underwriting and credit
administration deficiencies.  The Consent Order also requires the
Bank to obtain prior regulatory approval before the payment of
cash dividends or the appointment of any senior executive officers
or directors.  The Bank also is not allowed to accept brokered
deposits without a waiver from the FDIC and must comply with
certain deposit rate restrictions.


CROSS BORDER: Restates Form 10-Q to Correct Sale Acctg. Treatment
-----------------------------------------------------------------
Doral Energy Corp. filed with the U.S. Securities and Exchange
Commission Amendment No. 1 to its Quarterly Report on Form 10-Q,
originally filed on June 21, 2010, to provide the Company's
amended and restated consolidated financial statements for the
fiscal period ended April 30, 2010.

On Oct. 21, 2010, the Company determined that the accounting
treatment of the "assets held for sale" reported in the Company's
unaudited financial statements for the interim period ended
April 30, 2010, to be the incorrect accounting treatment.
Management has determined that under Full Cost accounting, the
sale of the properties reported for the period ended April 30,
2010 does not meet the criteria for "assets held for sale" or
"discontinued operations".

Also as a result of this correction, on Oct. 21, 2010, the
management and Board of Directors of the Company concluded that
the Company's unaudited financial statements for the interim
period ended April 30, 2010, should no longer be relied upon and
will be restated.  Correcting the accounting treatment resulted in
no impact to net loss for the Relevant Period.

The restatement of these interim condensed consolidated financial
statements will not affect the Company's audited consolidated
financial statements as of, and for the year ended, July 31, 2010,
as contained in its Annual Report on Form 10-K for the year ended
July 31, 2010, because the error was corrected prior to the end of
the fiscal year 2010.

The Company's restated statement of operations reflects a net loss
of $10.05 million on $549,452 of revenue for the three months
ended April 30, 2010, compared to a net loss of $10.05 million on
$0 of revenue as originally reported.  The restated statement of
operations also shows a net loss of $12.45 million on $1.51
million of revenue for the nine months ended April 30, 2010,
compared with a net loss of $12.45 million on $0 of revenue as
originally reported.

The Company's restated balance sheet shows US$11.65 million in
total assets, US$10.75 million in total liabilities and US$895,370
of total stockholders' equity, same as the original report.

                    About Cross Border Resources

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

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

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


CYBEX INT'L: Gets Non-Compliance Notice From NASDAQ
---------------------------------------------------
Cybex International, Inc., received a letter from the NASDAQ Stock
Market notifying Cybex that based on the Company's stockholders'
equity as reported in its Annual Report on Form 10-K for the year
ended Dec. 31, 2010, the Company does not comply with the minimum
stockholders' equity requirement of $10 million for continued
listing on the NASDAQ Global Market under NASDAQ Listing Rule
5450(b)(1)(A).  As of Dec. 31, 2010, the Company's stockholders'
equity was approximately negative $15,010,000.

The notification letter states that the Company will be afforded
45 calendar days, or until May 20, 2011, to submit a plan advising
NASDAQ of the action the Company has taken, or plans to take, to
regain compliance with the minimum stockholders' equity continued
listing requirement.  If NASDAQ does not accept the Company's
compliance plan by May 20, 2011, NASDAQ may then initiate
delisting proceedings from the NASDAQ Global Market, at which time
the Company may appeal the determination to a NASDAQ hearings
panel.  The Company currently intends to prepare a plan of
compliance to submit to NASDAQ.

Cybex previously has been informed by NASDAQ that it does not meet
the minimum bid price continued listing requirement.  Cybex is
currently considering its available options to regain compliance
with all NASDAQ continued listing requirements.

                     About Cybex International

Medway, Mass.-based Cybex International, Inc. (NASDAQ: CYBI)
-- http://www.cybexintl.com/--is a manufacturer of exercise
equipment and develops, manufactures and markets strength and
cardiovascular fitness equipment products for the commercial and,
to a lesser extent, consumer markets.

The Company reported a net loss of $58.2 million on $123.0 million
of sales for 2010, compared with a net loss of $2.4 million on
$120.5 million of sales for 2009.

At Dec. 31, 2010, the Company's balance sheet showed $85.4 million
in total assets, $100.4 million in total liabilities, and a
stockholders' deficit of $15.0 million.

KPMG LLP, in Pittsburgh, Pa., expressed substantial doubt about
Cybex International's ability to continue as a going concern.  The
independent auditors noted that a December 2010 jury verdict in a
product liability suit apportions a significant amount of
liability to the Company.  "The Company does not have the
resources to satisfy a judgment in this matter that has not been
substantially reduced from the jury verdict, which raises
substantial doubt about the Company's ability to continue as a
going concern."


DANAOS CORPORATION: Incurs US$102.34 Million Net Loss in 2010
-------------------------------------------------------------
Danaos Corporation filed with the U.S. Securities and Exchange
Commission its annual report on Form 20-F reporting a net loss of
US$102.34 million on US$359.67 million of operating revenue for
the year ended Dec. 31, 2010, compared with net income of
US$36.09 million on US$319.51 million of operating revenue during
the prior year.

The Company's balance sheet at Dec. 31, 2010 showed
US$3.48 billion in total assets, US$3.09 billion in total
liabilities and US$392.41 million in total stockholders' equity.

As reported in the Troubled Company Reporter on June 22, 2010,
PricewaterhouseCoopers S.A., in Athens, Greece, 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 Company noted of the
Company's inability to comply with financial covenants under
its current debt agreements as of December 31, 2009, and its
negative working capital deficit.

PricewaterhouseCoopers S.A.'s report regarding the 2010 financial
results did not contain a substantial doubt about the Company's
ability to continue as a going concern.

A full-text copy of the annual report on Form 20-F is available
for free at http://is.gd/6WXgBV

                     About Danaos Corporation

Headquartered in Piraeus, Greece, Danaos Corporation (NYSE: DAC)
-- http://danaos.com/-- is an international owner of
containerships, chartering its vessels to many of the world's
largest liner companies.  The Company operates through a number of
subsidiaries incorporated in Liberia and Cyprus.  As of May 31,
2010, the Company had a fleet of 45 containerships aggregating
193,629 TEUs, making the Company among the largest containership
charter owners in the world, based on total TEU capacity.


DAUFUSKIE ISLAND: Two Secured Creditors Split Assets
----------------------------------------------------
Josh McCann at the Post and Courier reports that secured creditors
AFG and Bank of North Carolina have taken back a chunk of the
assets of Daufuskie Island Resort & Breathe Spa.

According to the report, a judge had authorized the creditors'
moves late last year, but the trustee overseeing the bankruptcy
had continued to try to sell the entire resort to a single buyer
until the creditors' deals closed.

"Despite every best effort and two years of very hard work during
extremely difficult economic times, a single qualified purchaser
simply did not materialize," said Tobin Spirer, a spokesman for
trustee Robert C. Onorato.

AFG, a Denver private investment group that loaned money to the
resort before the bankruptcy, received the resort's inn,
conference center, Melrose golf course, clubhouse, tennis courts,
equestrian center, employee housing and several undeveloped
parcels.  While Bank of North Carolina, the successor to Beach
First National Bank, which loaned money to the resort before the
bank failed in April, received the beach club, eight cottages and
several undeveloped parcels.

According to the report, Mr. Onorato, the trustee for the Debtor,
will retain the Bloody Point golf course, land for a marina at
Melrose Landing and several undeveloped parcels on behalf of the
resort's estate.  He will try to sell those assets to pay back
remaining creditors as soon as possible and hopes to receive about
$4 million for them.  Ronald Jones, a Charleston attorney
representing the resort's unsecured creditors, which are owed
about $90 million, said that amount would be disappointing but
better than nothing.

                      About Daufuskie Island

Based in Hilton Head Island, South Carolina, Daufuskie Island
Properties LLC -- http://www.daufuskieislandresort.com/--
operated the Daufuskie Island Resort & Breathe Spa.  The Company
was controlled by Gayle and Bill Dixon, a San Francisco Bay area
couple.

Daufuskie Island Properties sought Chapter 11 protection (Bankr.
D. S.C. Case No. 09-00389) on Jan. 20, 2009.  Robert C. Onorato
was named Chapter 11 Trustee for the estate of Daufuskie Island.


DVI INC: Trustee to Take Merrill to Trial Over Transfers
--------------------------------------------------------
Bankruptcy Law360 reports that Judge Mary F. Walrath of the U.S.
Bankruptcy Court for the District of Delaware cleared the way for
DVI Inc.'s trustee to go to trial against Merrill Lynch & Co. over
tens of millions of dollars Merrill received from the health care
finance company in the weeks before its bankruptcy.

DVI, Inc., the parent company of DVI Financial Services, Inc., and
DVI Business Credit Corporation, provide lease or loan financing
to healthcare providers for the acquisition or lease of
sophisticated medical equipment.  The Company, along with its
affiliates, filed for chapter 11 protection (Bankr. Del. Case
No. 03-12656) on Aug. 25, 2003.  Bradford J. Sandler, Esq., at
Adelman Lavine Gold and Levin PC, represents the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $1,866,116,300 in total assets and
$1,618,751,400 in total debts.  On Nov. 24, 2004, Judge Walrath
confirmed the Amended Joint Plan of Liquidation filed by DVI,
Inc., and its debtor-affiliates.


DYNEGY INC: BlackRock Discloses 4.70% Equity Stake
--------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, BlackRock, Inc., disclosed that it
beneficially owns 5,700,457 shares of common stock of Dynegy Inc.
representing 4.70% of the shares outstanding.  As of March 3,
2011, there were 121,209,325 shares of common stock outstanding.

                         About Dynegy Inc.

Through its subsidiaries, Houston, Texas-based Dynegy Inc.
(NYSE:DYN) -- http://www.dynegy.com/-- produces and sells
electric energy, capacity and ancillary services in key U.S.
markets.  The power generation portfolio consists of approximately
12,200 megawatts of baseload, intermediate and peaking power
plants fueled by a mix of natural gas, coal and fuel oil.

The Troubled Company Reporter has chronicled Dynegy's attempts to
sell itself.  In August 2010, Dynegy struck a deal to be acquired
by an affiliate of The Blackstone Group at $4.50 a share or
roughly $4.7 billion.  That offer was raised to $5.00 a share in
November.  Through Icahn and Seneca's efforts, shareholders
thumbed down both offers.  On December 22, 2010, an affiliate of
IEP commenced a tender offer to purchase all of the outstanding
shares of Dynegy common stock for $5.50 per share in cash, or
roughly $665 million in the aggregate.

Goldman, Sachs & Co. and Greenhill & Co., LLC, are serving as
financial advisors and Sullivan & Cromwell LLP is serving as legal
counsel to Dynegy.

The Company's balance sheet at Dec. 31, 2010, showed
$10.013 billion in total assets, $7.267 billion in total
liabilities, and stockholders' equity of $2.746 billion.

Ernst & Young LLP, in Houston, said that Dynegy projects that it
is likely that it will not be able to comply with certain debt
covenants throughout 2011.  "This condition and its impact on
Dynegy Inc.'s liquidity raises substantial doubt about Dynegy
Inc.'s ability to continue as a going concern."

The Company reported a net loss of $234 million on $2.323 billion
of revenues for 2010, compared with a net loss of $1.262 billion
on $2.468 billion of revenues for 2009.

                         *     *     *

As reported by the Troubled Company Reporter on Nov. 26, 2010,
Fitch Ratings downgraded the ratings of Dynegy Inc. and its
subsidiaries: Dynegy Inc. Issuer Default Rating to 'CCC' from
'B-'; Dynegy Holdings, Inc. IDR to 'CCC' from 'B-'; Secured bank
credit facilities and notes to 'B+/RR1' from BB-/RR1; Senior
unsecured to 'CCC/RR4' from 'B/RR3'; and Dynegy Capital Trust I
preferred to 'C/RR6' from 'CCC/RR6'.  The downgrade reflects
Fitch's belief that the rejection of The Blackstone Group's bid to
acquire Dynegy for $5/share will likely lead to another
transaction and capital restructuring by Dynegy's management as
activist stockholders seek to maximize shareholder values.  The
downgrade also reflects the underperformance of Dynegy's merchant
generation operations.

In October 2010, Moody's Investors Service lowered the ratings of
Dynegy Holdings, including its Corporate Family Rating, to 'Caa1'
from 'B3' along with the ratings of various affiliates or parent
company Dynegy Inc.  The rating action followed the expiration of
the 40-day "go shop" period, according to Moody's, increasing the
probability that Dynegy will be acquired by an affiliate of The
Blackstone Group L.P..  Moody's said Dynegy's financial profile is
expected to be quite fragile, particularly during 2011 and 2012,
when the company is projected to generate both negative operating
cash flow and negative free cash flow due to weak operating
margins and the required funding of their capital investment
programs.  To the extent that the transactions with Blackstone and
NRG are not completed, Moody's said downward rating pressure at
DHI and Dynegy will continue to exist given the weak financial
prospects for the company over the next few years coupled with the
liquidity concerns.

In December 2010, Moody's said its ratings and negative rating
outlook for Dynegy, Inc., and its subsidiary, Dynegy Holdings
(Caa1 Corporate Family Rating) will remain unchanged following
announcement of the Icahn deal.


DYNEGY INC: H. Harrison Named Interim President and CEO
-------------------------------------------------------
Dynegy Inc. announced that E. Hunter Harrison, currently a Dynegy
director, has been appointed interim President and Chief Executive
Officer.  Mr. Harrison replaces David W. Biegler, who has served
as Dynegy's interim President and Chief Executive Officer.

"We are pleased that Hunter Harrison will serve as interim
President and Chief Executive Officer," said Mr. Biegler.  "This
is an important step as we execute the transition to new
leadership.  Mr. Harrison brings a connection with the recently
appointed members of the Board of Directors, as well as
significant business experience and a strong interest in moving
the company forward."

Mr. Harrison's appointment was made upon the recommendation of the
Dynegy Board of Directors' Governance and Nominating Committee,
which includes the four new directors elected on March 9, 2011.

Mr. Biegler will continue to serve as an independent Dynegy
director along with Patricia A. Hammick, Victor E. Grijalva,
Howard B. Sheppard and William L. Trubeck.  These five directors
will not stand for re-election at the company's Annual Meeting of
Stockholders on June 15, 2011, in Houston; until that time, Ms.
Hammick will continue to serve as Chairman of the Board.  The
Governance and Nominating Committee continues with its search for
an individual to serve Dynegy as its future President and Chief
Executive Officer.

Mr. Harrison, 66, served as the President and Chief Executive
Officer of Canadian National Railway Company from January 2003
until December 2009 and as its Chief Operating Officer from 1998
until 2003.  Prior to joining Canadian National Railway, Mr.
Harrison was the President and Chief Executive Officer of Illinois
Central Railroad from 1993 until February 1998 and its Chief
Operating Officer from 1989 to 1993.  Mr. Harrison served on the
Board of Directors of Canadian National Railway from December 1999
until December 2009.  Mr. Harrison also served on the boards of
The American Association of Railroads, The Belt Railway of
Chicago, Terminal Railway, Wabash National Corporation, Illinois
Central Railroad and TTX Company.

                         About Dynegy Inc.

Through its subsidiaries, Houston, Texas-based Dynegy Inc.
(NYSE:DYN) -- http://www.dynegy.com/-- produces and sells
electric energy, capacity and ancillary services in key U.S.
markets.  The power generation portfolio consists of approximately
12,200 megawatts of baseload, intermediate and peaking power
plants fueled by a mix of natural gas, coal and fuel oil.

The Troubled Company Reporter has chronicled Dynegy's attempts to
sell itself.  In August 2010, Dynegy struck a deal to be acquired
by an affiliate of The Blackstone Group at $4.50 a share or
roughly $4.7 billion.  That offer was raised to $5.00 a share in
November.  Through Icahn and Seneca's efforts, shareholders
thumbed down both offers.  On December 22, 2010, an affiliate of
IEP commenced a tender offer to purchase all of the outstanding
shares of Dynegy common stock for $5.50 per share in cash, or
roughly $665 million in the aggregate.

Goldman, Sachs & Co. and Greenhill & Co., LLC, are serving as
financial advisors and Sullivan & Cromwell LLP is serving as legal
counsel to Dynegy.

The Company's balance sheet at Dec. 31, 2010, showed
$10.013 billion in total assets, $7.267 billion in total
liabilities, and stockholders' equity of $2.746 billion.

Ernst & Young LLP, in Houston, said that Dynegy projects that it
is likely that it will not be able to comply with certain debt
covenants throughout 2011.  "This condition and its impact on
Dynegy Inc.'s liquidity raises substantial doubt about Dynegy
Inc.'s ability to continue as a going concern."

The Company reported a net loss of $234 million on $2.323 billion
of revenues for 2010, compared with a net loss of $1.262 billion
on $2.468 billion of revenues for 2009.

                          *     *     *

As reported by the Troubled Company Reporter on Nov. 26, 2010,
Fitch Ratings downgraded the ratings of Dynegy Inc. and its
subsidiaries: Dynegy Inc. Issuer Default Rating to 'CCC' from
'B-'; Dynegy Holdings, Inc. IDR to 'CCC' from 'B-'; Secured bank
credit facilities and notes to 'B+/RR1' from BB-/RR1; Senior
unsecured to 'CCC/RR4' from 'B/RR3'; and Dynegy Capital Trust I
preferred to 'C/RR6' from 'CCC/RR6'.  The downgrade reflects
Fitch's belief that the rejection of The Blackstone Group's bid to
acquire Dynegy for $5/share will likely lead to another
transaction and capital restructuring by Dynegy's management as
activist stockholders seek to maximize shareholder values.  The
downgrade also reflects the underperformance of Dynegy's merchant
generation operations.

In October 2010, Moody's Investors Service lowered the ratings of
Dynegy Holdings, including its Corporate Family Rating, to 'Caa1'
from 'B3' along with the ratings of various affiliates or parent
company Dynegy Inc.  The rating action followed the expiration of
the 40-day "go shop" period, according to Moody's, increasing the
probability that Dynegy will be acquired by an affiliate of The
Blackstone Group L.P..  Moody's said Dynegy's financial profile is
expected to be quite fragile, particularly during 2011 and 2012,
when the company is projected to generate both negative operating
cash flow and negative free cash flow due to weak operating
margins and the required funding of their capital investment
programs.  To the extent that the transactions with Blackstone and
NRG are not completed, Moody's said downward rating pressure at
DHI and Dynegy will continue to exist given the weak financial
prospects for the company over the next few years coupled with the
liquidity concerns.

In December 2010, Moody's said its ratings and negative rating
outlook for Dynegy, Inc., and its subsidiary, Dynegy Holdings
(Caa1 Corporate Family Rating) will remain unchanged following
announcement of the Icahn deal.


E-DEBIT GLOBAL: In Talks With Atticus to Expand Leasing Program
---------------------------------------------------------------
E-Debit Global Corporation and its wholly owned subsidiary Cash
Direct Financial Services Ltd. has commenced discussion with
Vancouver based Atticus Financial Group to expand and roll out a
National Leasing program focusing on privately owned Canadian
banking sector equipment particularly Automated Bank Machines and
Point of Sale Terminals.

                             Overview

"Currently Cash Direct has been focusing on leasing opportunities
related to our own ATM and POS estate potential.  If our
discussions with Atticus or others with a similar presence within
the Canadian Leasing industry are successful, we believe our
opportunities within this business space to be very significant
especially when integrated with our "Switching" capabilities"
advised E-Debit Chief Executive Doug Mac Donald.

"We have commenced our leasing operations with Cash Direct in
conjunction with our product suppliers through our current
distribution network but look forward to expanding our marketplace
opportunities by partnering with those experienced within the
Leasing Industry such as Atticus."  Mac Donald stated.

                  About E-Debit Global Corporation

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

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

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


EASTMAN KODAK: LMM LLC Discloses 7.02% Equity Stake
---------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, LMM LLC and its affiliates disclosed that
they beneficially own 18,913,040 shares of common stock of Eastman
Kodak Company representing 7.02% of the shares outstanding.  The
number of shares outstanding of the Company's common stock as of
Feb. 11, 2011 was 268,882,900 shares of common stock.  A full-text
copy of the filing is available for free at http://is.gd/K9XiMx

                        About Eastman Kodak

Headquartered in Rochester, New York, Eastman Kodak Company
(NYSE:EK) -- http://www.kodak.com/-- provides imaging technology
products and services to the photographic and graphic
communications markets.

As of Dec. 31, 2010, the Company's balance sheet showed
$6.84 billion in total assets, $7.34 billion in total liabilities
and a $498 million deficit.

As reported by the Troubled Company Reporter on March 2, 2011,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Eastman Kodak to 'CCC' from 'B-'.  S&P removed the
rating from CreditWatch, where S&P placed it with negative
implications on Jan. 26, 2011.  The rating outlook is negative.
Issue-level ratings on the company's debt were also lowered and
removed from CreditWatch in conjunction with the corporate credit
rating change.

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

In the March 16, 2011 edition of the TCR, Fitch Ratings has
affirmed its 'CCC' Issuer Default Rating on Kodak.  The ratings
and Negative Outlook reflect Kodak's continued struggles to gain
traction in its digital businesses as secular declines persist and
broaden to entertainment film within the traditional film
business.


EL CENTRO: Case Summary & 7 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: El Centro Executive Suites LLC
        dba Liquidation Services Trust
        725 West State Street
        El Centro, CA 92243

Bankruptcy Case No.: 11-05848

Chapter 11 Petition Date: April 7, 2011

Court: United States Bankruptcy Court
       Southern District of California (San Diego)

Debtor's Counsel: Roger Stacy, Esq.
                  THE SOLUTIONS LAW CENTER, APC
                  3645 Ruffin Road, Suite 100
                  San Diego, CA 92123
                  Tel: (858) 300-0033
                  Fax: (619) 330-2061
                  E-mail: roger@stacylawfirm.com

Scheduled Assets: $675,000

Scheduled Debts: $1,604,900

A list of the Company's seven largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/casb11-05848.pdf

The petition was signed by Shawn Bageby, sole managing member.


ELEPHANT TALK: QAT II Investments Has 5.84-Mil. Shares
------------------------------------------------------
In a Form 5 filing with the U.S. Securities and Exchange
Commission, QAT II Investments, SA, disclosed that it acquired
6,771,311 shares of common stock of Elephant Talk Communications
Inc. on Oct. 19, 2010.  QAT II Investments also disposed of
930,000 shares of common stock of the Company on Dec. 17, 2010.
At the end of the transactions, QAT II Investments beneficially
owned 5,841,311 shares.  A full-text copy of the filing is
available for free at http://is.gd/rB4c3W

                        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.

As reported by the TCR on April 6, 2011, 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.


ENDO PHARMACEUTICALS: Moody's Reviews Notes' Rating for Downgrade
-----------------------------------------------------------------
Moody's Investors Service affirmed the Ba2 Corporate Family Rating
and Ba2 Probability of Default Rating of Endo Pharmaceuticals
Holdings Inc.  At the same time, Moody's placed the Ba2 rating on
Endo's senior unsecured notes under review for possible downgrade.
At the conclusion of this review, Moody's expects to revise Endo's
rating outlook to negative.

These rating actions follow the announcement that Endo will
acquire American Medical Systems Holdings, Inc., for $30 per share
or $2.9 billion including the assumption and repayment of AMS
debt.  The transaction is subject to customary approvals and
closing conditions, and is expected to closed in late third-
quarter 2011.

Ratings affirmed:

   -- Ba2 Corporate Family Rating

   -- Ba2 Probability of Default Rating

Rating placed under review for possible downgrade:

   -- Ba2 (LGD4, 58%) senior unsecured notes of $400 million

The SGL-1 Speculative Grade Liquidity Rating and the LGD point
estimates are subject to revision upon completion of the
transaction.

Rating Rationale

The affirmation of Endo's Ba2 Corporate Family Rating reflects
greater size, scale and diversity provided by AMS acquisition, a
favorable impact on Endo's margins and cash flow, potential
synergies with Endo's existing urology and medical device
products, and good opportunities for deleveraging.

Moody's is reviewing for possible downgrade the Ba2 rating on
Endo's $400 million of senior unsecured notes due 2020 because the
addition of any secured debt to Endo's capital structure may
result in subordination of these notes.  Endo has stated that new
debt will be comprised of a combination of term loans and bonds.
Moody's will conclude the rating review of the senior unsecured
after the final financing terms have been announced.

Upon conclusion of the rating review, Moody's anticipates revising
the outlook on Endo's ratings to negative, reflecting the
substantial increase in financial leverage to a level greater than
Moody's expectations.  The rating outlook had been stable since
the initial rating assignment on November 15, 2010.  Moody's
estimates pro forma debt/EBITDA of 4.1 times, including a modest
benefit from expected cost synergies, compared to Moody's previous
assumption that Endo's debt/EBITDA would not materially exceed 2.5
times.  As a result, there is slim cushion in Endo's Ba2 Corporate
Family Rating for any operating setbacks or additional financial
leverage.  Rapid improvement in leverage through a combination of
EBITDA growth and debt reduction would strengthen Endo's position
within the Ba2 Corporate Family Rating.

Endo's Corporate Family Rating could be downgraded if Endo does
not make rapid progress towards reducing debt/EBITDA towards 2.5
times.  Although not expected in the near term, the ratings could
be upgraded if Endo substantially increases its size, scale and
diversification while sustaining conservative credit metrics
solidly within Moody's "Baa" ranges, which includes debt/EBITDA of
1.75 times to 2.5 times.

Moody's does not rate Endo's amended $500 million senior secured
revolving credit facility due 2015, $400 million senior secured
Term Loan A due 2015, or $379.5 million 1.75% senior subordinated
convertible notes due 2015.

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

Headquartered in Chadds Ford, Pennsylvania, Endo Pharmaceuticals
Holdings Inc. is a U.S.-focused specialty pharmaceutical company
that develops, manufactures and markets branded and generic
prescription pharmaceutical products primarily in the areas of
pain management and urology, as well as medical devices and
services solutions focused primarily in urology.  For the year
ended December 31, 2010, Endo generated total revenues of
approximately $1.7 billion.


ENDO PHARMACEUTICALS: S&P Puts 'BB+' Rating on Watch Negative
-------------------------------------------------------------
Standard & Poor's Ratings Services said it placed its 'BB+'
corporate credit rating on Chadds Ford, Pa.-based Endo
Pharmaceuticals Holdings Inc. on CreditWatch with negative
implications.  "At the same time, we also placed the 'BB+'
issue-level rating on the $400 million of senior unsecured
notes on CreditWatch with negative implications," S&P stated.

The rating action follows the company's announcement that
it will be acquiring American Medical Systems Inc. (AMS)
for approximately $2.9 billion, or an estimated 15x 2010
EBITDA.  The acquisition, along with the refinancing of
Endo's existing secured debt, and the payment of transaction
fees, will be funded with some $363 million of cash (which
includes $77 million of acquired cash) and a $3.1 billion debt
financing.  The $2.7 billion of incremental debt will increase
initial pro forma leverage by more than two turns, to
approximately 3.9x.

"The proposed acquisition of AMS will likely improve Endo's
business risk profile through enhanced product and geographic
diversity and, over the longer term, a reduced dependence on
patented products for revenue," said Standard & Poor's credit
analyst Michael G. Berrian.


ENERGY FUTURE: Lenders Consent to Amendment of 2007 Credit Pact
---------------------------------------------------------------
Texas Competitive Electric Holdings Company LLC began a process of
requesting lenders under a credit agreement dated as of Oct. 10,
2007 to consent to the amendment to that Credit Facility.  On
April 7, 2011, TCEH received the requisite consents from Lenders
in order for the Amendment to become effective.  As a result, the
Amendment was executed by the requisite parties and became
effective.  TCEH paid a consent fee of 50 basis points to each
Lender that consented to the Amendment on or prior to 12:00 p.m.,
Eastern time, on April 7, 2011.

The Amendment includes, among other things, amendments to certain
covenants contained in the Senior Secured Credit Facilities,
including the Consolidated Secured Debt to Consolidated EBITDA
financial maintenance covenant, as well as an acknowledgement from
the Lenders that (i) the terms of the Intercompany Notes comply
with the Senior Secured Credit Facilities, including the
requirement that these loans be made on an "arm's-length" basis,
and (ii) no mandatory repayments relating to excess cash flows
were required to be made under the Senior Secured Credit
Facilities by TCEH for fiscal years 2008, 2009 and 2010.

The Amendment also contains certain provisions related to notes
receivable from EFH Corp. that are payable to TCEH on demand and
arise from cash loaned for (i) debt principal and interest
payments and (ii) other general corporate purposes of EFH Corp.
In addition to the acknowledgements, TCEH agreed in the Amendment:

   (1) not to make any further loans under the SG&A Note to EFH
       Corp.;

   (2) that borrowings outstanding under the P&I Note will not
       exceed $2 billion in the aggregate at any time; and

   (3) that the sum of (a) the outstanding indebtedness issued by
       EFH Corp. or any subsidiary of EFH Corp. secured by a
       second-priority lien on the equity interests that EFIH owns
       in Oncor Electric Delivery Holdings Company LLC and (b) the
       aggregate outstanding amount of the Intercompany Notes will
       not exceed, at any time, the maximum amount of EFIH Second-
       Priority Debt permitted by the indenture governing EFH
       Corp.'s 10.000% Senior Secured Notes due 2020 as in effect
       on the date of the Amendment.

Furthermore, in connection with the Amendment, these actions have
been taken with respect to the Intercompany Notes:

   (1) EFH Corp. has repaid $770 million of borrowings under the
       SG&A Note; and

   (2) EFIH and EFCH have guaranteed, on an unsecured basis, the
       remaining balance of the SG&A Note.

TCEH has also repaid all borrowings outstanding under its note
payable to EFH Corp.

While the Amendment has become effective, the Extension is not yet
final or effective.  The deadline for Lenders to agree to the
Extension is 12:00 p.m., Eastern time, on April 12, 2011.

                        About Energy Future

Energy Future Holdings Corp. is a privately held diversified
energy holding company with a portfolio of competitive and
regulated energy businesses in Texas.  Oncor, an 80%-owned entity
within the EFH group, is the largest regulated transmission and
distribution utility in Texas.  The Company delivers electricity
to roughly three million delivery points in and around Dallas-Fort
Worth.

EFH Corp. was created in October 2007 in a $45 billion leveraged
buyout of Texas power company TXU in a deal led by private-equity
companies Kohlberg Kravis Roberts & Co. and TPG Inc.

The Company's consolidated balance sheets at Dec. 31, 2010, showed
$46.388 billion in total assets, $52.299 billion in total
liabilities, and a stockholders' deficit of $5.911 billion.

                          *     *     *

As reported by the Troubled Company Reporter on Aug. 19, 2010,
Fitch Ratings downgraded the Issuer Default Ratings of Energy
Future Holdings Corp. and its subsidiaries Energy Future
Intermediate Holding Company LLC, Texas Competitive Electric
Holdings Company LLC, and Energy Future Competitive Holdings
Company by one notch to 'CCC' from 'B-'.

The downgrades of the IDRs of EFH and its non-ring-fenced
subsidiaries reflect large debt maturities occurring in 2014,
over-leveraged capital structure, cash flow dependence on the
forward natural gas NYMEX curve, which has been consistently
moving down since mid-2008, and the likely outcome of future debt
exchanges and amend-and-extend bank facility negotiations.  In
Fitch's view, potential defaults in 2011-2012 are considered more
likely to result from coercive debt exchanges and unlikely to
result from payment defaults.

The TCR on Aug. 19, 2010, also reported that Moody's Investors
Service changed the probability of default rating for Energy
Future Holdings to Caa2/LD from Ca following the completion of a
debt restructuring which Moody's views as a distressed exchange.
EFH's Caa1 CFR and SGL-4 liquidity rating are affirmed.  The
rating outlook remains negative.

EFH executed a debt restructuring which involved an exchange of
its 10.875% senior unsecured (guaranteed) notes due 2017 and its
11.25% / 12.00% senior unsecured PIK Toggle (guaranteed) notes due
2017 for new 10.00% senior secured notes due 2020 issued at EFIH,
plus approximately $500 million in cash, plus accrued interest.
These events had the effect of allowing EFH to reduce its overall
net debt by approximately $1.0 billion and extend a portion of its
maturities.  The transaction crystallized losses for investors of
approximately 30%.  Taken as a whole, Moody's views the
transaction as a distressed exchange and has classified this
transaction as a limited default by appending an LD designation to
the PDR.

The affirmation of EFH's Caa1 CFR considers the very weak
financial profile, untenable capital structure, questionable long-
term business plan and material operating headwinds for the
company.  Moody's believes EFH has very little financial
flexibility.

In March 2011, Fitch Ratings it does not expect to take any
immediate rating action on EFH's Texas Competitive Electric
Holdings Company LLC or their affiliates based on recent default
allegations from lender Aurelius.  Moody's also said said the
default assertion will not, at this time, affect the ratings or
rating outlooks for EFH or its subsidiaries.


EPICEPT CORP: Has Not Regained Compliance With Nasdaq's Rule
------------------------------------------------------------
EpiCept Corporation announced that on April 6, 2011, it received a
Staff Determination letter from the Nasdaq Listing Qualifications
Department stating that the Company had not regained compliance
with the minimum bid price requirement under Listing Rule
5550(a)(2) by April 4, 2011.  As a result, the Company's common
stock will be scheduled for delisting from The Nasdaq Capital
Market unless the Company requests an appeal hearing before the
Nasdaq Hearings Panel.

The Company intends to request such a hearing before the Panel,
which will stay the delisting of its common stock pending the
issuance of a decision by the Panel following the hearing.  The
Company expects that the hearing will be scheduled this quarter.

At the hearing, the Company will request continued listing on The
Nasdaq Capital Market based upon the Company's plan for
demonstrating compliance with the applicable listing requirements.
Pursuant to the Nasdaq Marketplace Rules, the Panel has the
authority to grant the Company up to an additional 180 days from
April 4, 2011, to implement its plan of compliance.  There can be
no assurance that the Panel will grant the Company's request for
additional time to comply with the minimum bid price requirement.

The listing of EpiCept's common stock on the Nasdaq OMX Stockholm
Exchange is not affected by this Staff Determination letter.

                     About EpiCept Corporation

Tarrytown, N.Y.-based EpiCept Corporation (Nasdaq and Nasdaq OMX
Stockholm Exchange: EPCT) -- http://www.epicept.com/-- is focused
on the development and commercialization of pharmaceutical
products for the treatment of cancer and pain.  The Company's lead
product is Ceplene(R), approved in the European Union for the
remission maintenance and prevention of relapse in adult patients
with Acute Myeloid Leukemia (AML) in first remission.  In the
United States, a pivotal trial is scheduled to commence in 2011.
The Company has two other oncology drug candidates currently in
clinical development that were discovered using in-house
technology and have been shown to act as vascular disruption
agents in a variety of solid tumors.  The Company's pain portfolio
includes EpiCept(TM) NP-1, a prescription topical analgesic cream
in late-stage clinical development designed to provide effective
long-term relief of pain associated with peripheral neuropathies.

The Company reported a net loss of $15.54 million on $994,000 of
revenue for the year ended Dec. 31, 2010, compared with a net loss
of $38.81 million on $414,000 of revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $4.69 million
in total assets, $18.82 million in total liabilities and $14.13
million in total stockholders' deficit.

Deloitte & Touche LLP, in Parsippany, New Jersey, noted that the
Company's recurring losses from operations and stockholders'
deficit raise substantial doubt about its ability to continue as a
going concern.


ESHCOL VALLEY: Case Summary & 3 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Eshcol Valley Hospitality, LLC
        dba Comfort Suites Stone Oak
        24165 IH 10 W., Suite 217-414
        San Antonio, TX 78257

Bankruptcy Case No.: 11-51315

Chapter 11 Petition Date: April 8, 2011

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

Judge: Leif M. Clark

Debtor's Counsel: James Samuel Wilkins, Esq.
                  WILLIS & WILKINS, LLP
                  100 W Houston Street, Suite 1275
                  San Antonio, TX 78205
                  Tel: (210) 271-9212
                  Fax: (210) 271-9389
                  E-mail: jwilkins@stic.net

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

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

A list of the Company's three largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/txwb11-51315.pdf

The petition was signed by Antonio Carcur, president.


EVERGREEN ENERGY: Names M. Brennan as C-Lock President
------------------------------------------------------
Evergreen Energy Inc. announced it has named Michael J. Brennan,
51, as president of C-Lock Technology, Inc., the subsidiary that
controls GreenCertTM operations, effective April 8, 2011.
Previously, Mr. Brennan served as the vice president of sales and
marketing for GreenCert.

This appointment is simultaneous with the resignation of Michael
Gionfriddo, who served as interim president and Chief Technology
Officer of Evergreen Energy and led the GreenCert business.
Following Gionfriddo's resignation, Mr. Brennan will assume the
day-to-day management of the GreenCert operation.  The company is
evaluating possibilities around the positions of president and
CTO.

                      About Evergreen Energy

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

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

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

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


FANNIE MAE: FHFA Approves 2011 Corporate Goals
----------------------------------------------
The Federal Housing Finance Agency, in its role as conservator of
Fannie Mae, approved Fannie Mae's 2011 corporate goals against
which corporate performance will be measured for purposes of the
first installment of the 2011 long-term incentive award and the
performance-based portion of 2011 deferred pay payable to Fannie
Mae's executive officers, as well as 2012 corporate goals against
which corporate performance will be measured for purposes of the
second installment of the 2011 long-term incentive award.  In
determining the second installment of the 2011 long-term incentive
award, the Board will also consider performance against the 2011
corporate goals.  Fannie Mae's Board of Directors adopted these
corporate goals in March 2011, subject to the approval of FHFA.
The Board did not assign any relative weight to the goals and the
Compensation Committee may consider other factors in addition to
the goals in assessing corporate performance.

Half of the 2011 long-term incentive award is based on corporate
and individual performance for 2011, and will be paid in early
2012.  The remaining half of the award will be paid in early 2013
based on corporate and individual performance for both 2011 and
2012.  Half of 2011 deferred pay is based on corporate performance
for 2011, and the remaining half of 2011 deferred pay is service
based.  Both the service-based and performance-based portions of
2011 deferred pay will be paid in quarterly installments in 2012.

The 2011 corporate goals are to:

   (1) Achieve key financial targets, including acquiring and
       managing a profitable, high-quality book of new business
       from 2009 forward.  Metrics associated with this goal
       consist of achieving targets relating to the expected
       profitability and credit quality of the Company's single-
       family and multifamily acquisitions, reducing the Company's
       administrative expenses, and managing the Company's net
       loss.

   (2) Serve the housing market by being a major source of
       liquidity, effectively managing the Company's legacy book
       of business and assisting troubled borrowers.  Metrics
       associated with this goal consist of mitigating the
       Company's credit expenses, supporting the Department of the
       Treasury's Making Home Affordable Program, achieving
       targets for the Company's Single-Family, Multifamily and
       Capital Markets liquidity activities, achieving FHFA's
       housing goals if feasible while pursuing economically
       sensible business, and developing and implementing a duty
       to serve underserved markets plan.

   (3) Improve the company's risk and control environment.
       Metrics associated with this goal include resolving
       specified risk and control matters identified by internal
       audit and FHFA, preventing any new material weaknesses in
       internal control over financial reporting or repeat audit
       findings, and achieving the 2011 milestones of the
       Company's operational risk plan.

   (4) Improve the company's capabilities, infrastructure, and
       efficiency.  Metrics associated with this goal consist of
       achieving the 2011 milestones of the Company's operating
       plan and FHFA's servicer compensation initiative, and
       focusing on the company's human capital through employee
       talent development, retention and diversity initiatives.

The 2012 corporate goals for purposes of the second installment of
the 2011 long-term incentive award are to: (1) achieve cost
savings consistent with the Company's financial plan; (2) achieve
the Company's 2012 credit expense target; (3) resolve specified
risk and control matters identified by FHFA; (4) achieve the 2012
milestones of the Company's operational risk plan; and (5) meet
the 2012 targets for the Company's operating plan.

                          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.


FIRST SECURITY: Fails to Comply With Nasdaq's Bid Price Rule
------------------------------------------------------------
First Security Group, Inc., received a notice on April 4, 2011,
from the Nasdaq Stock Market that its stock had closed below $1.00
per share for 30 consecutive business days, and was therefore not
in compliance with Nasdaq Marketplace Rule 5450(a)(1).  The
notification was expected given First Security's stock price in
March and has no immediate effect on the listing or trading of the
stock on Nasdaq.

In accordance with Marketplace Rule 5810(c)(3)(A), First Security
may regain compliance with the Bid Price Rule if its stock closes
at or above $1.00 for at least ten consecutive business days by
Oct. 3, 2011.  In the event First Security does not regain
compliance with the Bid Price Rule prior to the expiration of the
grace period, it will receive written notification from Nasdaq
that its securities are subject to delisting from the Nasdaq
Global Select Market.  At that time, First Security may be
permitted to transfer its common stock to the Nasdaq Capital
Market if its common stock otherwise satisfies all applicable
criteria for listing.

First Security will actively monitor the bid price of its stock
and will consider available options to resolve the deficiency and
regain compliance with the Nasdaq requirements.  First Security
intends to maintain its listing on Nasdaq.

                     About First Security Group

First Security Group, Inc., is a bank holding company
headquartered in Chattanooga, Tennessee, with $1.2 billion in
assets as of Sept. 30, 2010.  Founded in 1999, First
Security's community bank subsidiary, FSGBank, N.A., has 37 full-
service banking offices, including the headquarters, along the
interstate corridors of eastern and middle Tennessee and northern
Georgia and 325 full-time equivalent employees.  In Dalton,
Georgia, FSGBank operates under the name of Dalton Whitfield Bank;
along the Interstate 40 corridor in Tennessee, FSGBank operates
under the name of Jackson Bank & Trust.

As reported in the Troubled Company Reporter on Nov. 12, 2010, the
Company said its losses from operations during the last two years
raise possible doubt as to its ability to continue as a going
concern.

On Sept. 7, 2010, the Company entered into a Written Agreement
with the Federal Reserve Bank of Atlanta, the Company's primary
regulator, which prohibits the Company from declaring or paying
dividends without prior written consent of the Federal Reserve.
The Company is also prohibited from taking dividends, or any other
form of payment representing a reduction of capital, from the Bank
without prior written consent.

The Company is also required, within 60 days of the Agreement, to
submit to the Federal Reserve a written plan designed to maintain
sufficient capital at the Company and the Bank.

On April 28, 2010, FSGBank, the Company's wholly-owned subsidiary,
consented and agreed to the issuance of a Consent Order by the
Office of the Comptroller of the Currency (OCC).  Pursuant to that
Consent Order, within 120 days of the effective date of the Order,
the Bank is required to achieve and thereafter maintain total
capital at least equal to 13% of risk-weighted assets and
Tier 1 capital at least equal to 9% of adjusted total
assets.

As of Sept. 30, 2010, the first financial reporting period
subsequent to the 120 day requirement, the Bank's total capital to
risk-weighted assets was 12.93% and the Tier 1 capital to
adjusted total assets was 7.43%.  The Bank has notified the
OCC of the non-compliance.


FORD MOTOR: BlackRock Discloses 4.7% Equity Stake
-------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, BlackRock, Inc., disclosed that it
beneficially owns 177,702,415 shares of common stock of Ford Motor
Company representing 4.7% of the shares outstanding.  As of
Feb. 14, 2011, Ford had outstanding 3,711,858,859 shares of Common
Stock and 70,852,076 shares of Class B Stock.

                         About Ford Motor

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

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

                          *     *     *

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

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


FORD MOTOR: Japan Quake Could Affect Results of Operations
----------------------------------------------------------
Ford Motor Company said it continues to assess the impact of the
earthquake and resulting events in Japan on its automotive
operations.  Although the Company has no production facilities in
Japan, the Company does obtain materials and components from
suppliers located in Japan, and the Company is working closely
with those suppliers to assess their production and shipping
capabilities and to minimize any disruptions.  The Company is also
pursuing other sources of supply as necessary and practicable.

As disclosed in the Company's Current Report on Form 8-K dated
April 1, 2011, the only effect, at that time and since that time,
on the Company's production directly attributable to the events in
Japan has involved restrictions on ordering vehicles in certain
paint colors for which an essential element is sourced from a
plant in the affected area of Japan.  The Company also disclosed
in the April 1st 8-K that it has taken into account potential
parts shortages related to Japan both as the Company schedules
previously-planned down weeks and as part of the Company's regular
production planning process to match supply to current demand.
The Company now expects that beginning in the last week of April
and continuing into May, certain of the Company's operations in
the Asia-Pacific region will be affected by shortages of
components and vehicle kits as a result of the events in Japan.
Although this likely will require the Company and the affected
joint venture affiliates to reduce or temporarily cease production
of certain vehicles in the Asia-Pacific region, the Company does
not expect this production disruption would have a material impact
on its overall results.

Because the situation in Japan continues to develop, supply
interruptions related to other materials and components from Japan
could manifest themselves in the weeks ahead.  Should the supply
of a key material or component from Japan be disrupted and an
alternate supply not be available, the Company could have to
reduce or temporarily cease production of vehicles, which could
adversely affect the Company's and Ford Motor Credit Company's
financial condition and results of operations.

                         About Ford Motor

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

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

                           *     *     *

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

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


FOREST GROVE: Court Rejects 11th-Hour Subpoena on Ameris Bank
-------------------------------------------------------------
Bankruptcy Judge David R. Duncan granted a request by Ameris Bank
that the Court quash a subpoena issued by counsel for Forest
Grove, LLC, on March 24, 2011.  The subpoena required Milliken
Forestry, Co., a company retained by Ameris' counsel to prepare an
appraisal of the Debtor's property in connection with anticipated
litigation in the case, to produce "all real estate appraisals,
reports or other documentation" prepared for or on behalf of
Ameris.  The subpoena also required an appraiser to attend a
hearing scheduled for March 29, 2011.  The deadline for production
was March 28 at 12:00 p.m.  Ameris' counsel first learned of the
subpoena on March 28 at 10:04 a.m.  Judge Duncan said the subpoena
served by the Debtor is improper in its entirety.

A copy of Judge Duncan's April 7, 2011 Order is available at
http://is.gd/fqHalffrom Leagle.com.

Forest Grove, LLC, is a limited liability company formed in 2001
to acquire and develop real estate.  It filed for Chapter 11
protection (Bankr. D. S.C. Case No. 10-05542) on Aug. 2, 2010.
The Debtor estimated under $50,000 in assets and debts.  It is
represented by John Pinckney, Esq., at The Law Office of Dean B.
Bell, LLC.


FOREST GROVE: Judge Won't Reverse Case Dismissal
------------------------------------------------
Bankruptcy Judge David R. Duncan reiterated his decision to
dismiss the Chapter 11 cases of Forest Grove LLC, saying the
Debtor has no chance of rehabilitation.

As reported by the Troubled Company Reporter, the Bankruptcy Court
on March 3, 2011, declined to approve Forest Grove's disclosure
statement due to the Debtor's inability to confirm a plan and
instead dismissed the case.  Ameris Bank objected to the
Disclosure Statement and sought dismissal of the case.

In his April 7 order, Judge Duncan rejected the Debtor's Motion to
Alter or Amend Order of Dismissal and a separate Motion for Stay
of Dismissal Order.  Ameris Bank objected to both motions.  A copy
of the Court's ruling is available at http://is.gd/3eMD6cfrom
Leagle.com.


FRE REAL ESTATE: Section 341(a) Meeting Scheduled for May 6
-----------------------------------------------------------
The U.S. Trustee for Region 6 will convene a meeting of FRE Real
Estate, Inc.'s creditors on May 6, 2011, at 3:30 p.m.  The meeting
will be held at Fritz G. Lanham Federal Building, 819 Taylor
Street, Room 7A24, Fort Worth, Texas.

This is the first meeting of creditors required under Section
341(a) of the U.S. Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend. This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

                      About FRE Real Estate

Fort Worth, Texas-based FRE Real Estate, Inc., aka Fenton Real
Estate, Inc., owns a commercial real estate complex comprising two
seven-story office towers totaling approximately 696,458 square
feet and two five-level parking garages located at 1501-1503 and
1505-1507 LBJ Freeway in Farmer's Branch, Texas 75234.  Fenton
Centre is part of a large development in North Dallas known as
Mercer Crossing, and includes various amenities, including an on-
site restaurant, a jogging trail, a conference center, and a
fitness center.  Fenton Centre is approximately 51% leased and
well maintained.  The Debtor also owns 4.7 acres of undeveloped
land adjacent to Fenton Centre on LBJ Freeway; a 177,805 square
foot building in Farmer's Branch, Texas, off of Valley View Lane,
just east of Mercer Crossing; and 6.60 acres of vacant land in
Mercer Crossing, just off Valley View Lane, alongside Whittington.

The Debtor estimates that Fenton Centre and the Adjacent Land is
worth approximately $67 million, that the Thermalloy Building is
worth approximately $1.79 million, and that the Three Hickory
Tract is worth approximately $1.25 million.  The Debtor is
actively marketing its rental properties to lease up the vacant
space and improve cash flow.  All or nearly all of the Debtor's
cash flow comes from rents, common area maintenance charges, and
reimbursements for property taxes.

The Debtor is indebted to its mortgage lender, NexBank, in the
principal amount of $60,692,277, with $662,552 of accrued but
unpaid interest.  NexBank's note is collateralized by Fenton
Centre, the Adjacent Land, the Thermalloy Building, and the
Three Hickory Tract.  The Property was posted for foreclosure on
April 5, 2011.  The Debtor intends to reorganize in bankruptcy.

                        Bankruptcy Filing

FRE Real Estate filed for Chapter 11 bankruptcy protection on
April 4, 2011 (Bankr. N.D. Tex. Case No. 11-42042).  Robert A.
Simon, Esq., at Barlow Garsek & Simon, LLP, serves as the Debtor's
bankruptcy counsel.  The Debtor estimated its assets and debts at
$50 million to $100 million.

The Debtor intends to recast the mortgage through a plan note with
a longer maturity, at the same interest rate.  Alternatively, the
Debtor may elect to sell the Property in a controlled liquidation.
Because the mortgage grants a lien on the rents and other charges
generated by the Property, NexBank has a lien on the Debtor's
cash.

FRE Real Estate previously filed for Chapter 11 bankruptcy
protection on Jan. 4, 2011 (Bankr. N.D. Tex. Case No. 11-30210).
John P. Lewis, Jr., at the Law Office of John P. Lewis, Jr.,
served as the Debtor's bankruptcy counsel.  Wells Fargo Capital
Finance, a major secured creditor of the Debtor, however, asked
the Bankruptcy Court to dismiss the Debtor's Chapter 11 bankruptcy
case on the grounds that the petition was filed in bad faith.

Bankruptcy Judge Barbara J. Houser agreed to dismiss the case,
acknowledging that there was no "good business justification" for
TCI Texas Properties LLC to transfer 10 properties securing the
Wells Fargo loan to FRE -- and at the same time other affiliates
of TCI transferring numerous properties to FRE -- then later have
FRE file for bankruptcy.  Judge Houser said that absent the "new
debtor syndrome", bankruptcy law would have put each mortgage
lender "substantially in control, if not in complete control."


FREESCALE SEMICONDUCTOR: Moody's Keeps 'B3' Corp. Family Rating
---------------------------------------------------------------
Moody's Investors Service said Freescale Semiconductor, Inc.'s B3
Corporate Family Rating (CFR) and positive outlook are not
immediately impacted by the decision to not reopen its Sendai
wafer fabrication operations.  This early closure is a result of
the consequences of the earthquake that occurred on March 11.

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

Freescale Semiconductor, Inc., with headquarters in Austin,
TX, designs and manufactures embedded semiconductors for the
automotive, networking, industrial and consumer markets.
Revenues and EBITDA (Moody's adjusted) for the twelve months
ended December 31, 2010, were $4.4 billion and $1.0 billion,
respectively.


GALP GRAYRIDGE: Amends Plan, Disc. Statement Hearing Next Week
--------------------------------------------------------------
GALP Grayridge Limited Partnership submitted to Judge Jeff Bohm of
the U.S. Bankruptcy Court for the Southern District of Texas a
First Modified Plan of Reorganization and accompanying Disclosure
Statement.

Under the Modified Plan, the Debtor continues to arrange to fund
the Plan of Reorganization out of: (i) the proceeds of a new
$10,000,000 first mortgage loan (Debtor's second lienholder,
Fairway Capital LLC, has agreed to facilitate and support the new
first mortgage loan and funds should be available prior to the
Confirmation hearing); (ii) expected insurance proceeds in the
amount of $1,380,000 from the September 24, 2010 fire damage to 24
units (which units the Debtor does not intend to rebuild) of the
Debtor's real property apartment building; and (iii) new equity
(in the form of mandatory cash calls on various limited partners).

The funds necessary for the satisfaction of the creditors' claims
are to be generated from these sources:

Source of Funds:
New First Mortgage Loan:                         $10,000,000
Insurance Proceeds:                               $1,380,000
(9/24/10 fire damage to 24 units)
New Equity (from cash calls):                     $2,246,818
Ch. 11 Prepetition Retainer ($25,000)                $17,595
                                              --------------
                                                 $13,644,413
                                              ==============
Use of Funds (on the Effective Date):
Class 1 Creditors (Professionals/Admin. Expenses):  $267,500
Class 2 (2010 Ad Valorem Taxes/Franchise Taxes):    $500,416
Class 4 (Repayment of Wells Fargo Loan):         $12,784,244
Class 6 Creditors (M&M Liens):                        $1,963
Class 7 Creditors (General Unsecured):               $81,872
(20% of face)
Class 8 Creditors ($1,000 or less Unsecured):         $8,321
(70% of face)
                                              --------------
                                                 $13,644,318
                                              ==============

The insurance proceeds have not been received by Debtor.  The
Debtor intends to file a Motion for Turnover of Insurance Proceed
Funds in order to obtain the settlement funds from the insurance
company.

Holders of claims in Class 1 (Claims of Attorneys and Other
Professionals); Class 2 (Claims of Taxing Authorities); Class 3
(Claims of Governmental Units); and Class 6 (Claims Secured by a
Mechanic's and Materialmen's Lien) are not impaired and will be
paid in cash in full.

Holders of Class 4 (Claims Secured by a First Lien or Security
Interest) claims are not impaired and will be paid in full.

Holders of Class 5 (Claims Secured by a Second Lien or Security
Interest) claims are not impaired.  Each holder of the claim will
retain its second lien position in accordance with the Second Lien
Deed of Trust, Assignment of Leases and Rents, Security Agreement
and Fixture Filing, filed amongst the Harris County, Texas Real
Property Records no. 20100024558.

Holders of interests in Class 9 (Allowed Equity Interest Holders)
are not impaired.  Each equity interest holder will be allowed to
retain interest held.  Upon confirmation of the Plan, the property
of the estate will be free and clear of any and all claims and
interests of all entities, except as provided in the Plan, and
will re-vest in the Reorganized Debtor.

Holders of Class 7 (Claims Not Secured by a Lien or Security
Interest) claims and Class 8 (Allowed, Unsecured Claims of $1,000
or less and in excess of $1,000) claims are impaired and their
votes are solicited.  Holders of Class 7 (Claims Not Secured by a
Lien or Security Interest) claims will be paid 20% of its allowed
claim, in cash.

Holders of Class 8 (Allowed, Unsecured Claims of $1,000 or less,
and in Excess of $1,000) claims will receive 70% of the amount of
its claim, in cash.

A copy of the Disclosure Statement, as amended, is available for
free at http://bankrupt.com/misc/GALPGRAYRIDGE_AmendedDS.pdf

                      Disclosure Statement Hearing
                          Set on Apr. 19

Judge Bohm will consider adequacy of the Disclosure Statement on
April 19, 2011.  Objections to the Disclosure Statement are due no
later than April 12.

                      About GALP Grayridge

Houston, Texas-based GALP Grayridge Limited Partnership is a
single asset real estate business entity.  It owns these single
asset real estate in Texas: C GALP Grayridge Limited Partnership -
Chapter 11 (10-40007); C Vinings at West Oaks Apartments (512
units); C 15250 Grey Ridge Drive, Houston, TX 77082; and C NW
quadrant of Harris County Toll Road and Hwy 6.

GALP Grayridge filed for Chapter 11 bankruptcy protection (Bankr.
S.D. Tex. Case No. 10-40007) on Nov. 1, 2010.  Matthew Hoffman,
Esq., at the Law Offices of Matthew Hoffman, P.C., serves as the
Debtor's bankruptcy counsel.  The Debtor estimated its assets and
debts at $10 million to $50 million.


GARLAND SIERRA: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Garland Sierra Springs Apartments, LTD.
        aka Sierra Springs Apartments
            Oakcreek Apartments
        P.O. Box 2694
        Newport Beach, CA 92659

Bankruptcy Case No.: 11-32486

Chapter 11 Petition Date: April 8, 2011

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

Judge: Harlin DeWayne Hale

Debtor's Counsel: Joyce W. Lindauer, Esq.
                  JOYCE W. LINDAUER, ATTORNEY AT LAW
                  8140 Walnut Hill Lane, Suite 301
                  Dallas, TX 75231
                  Tel: (972) 503-4033
                  Fax: (972) 503-4034
                  E-mail: courts@joycelindauer.com

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

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

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

The petition was signed by Robert Hendrix, managing member.


GENCORP INC: Reports $1.20 Million Net Income in 1st Quarter
------------------------------------------------------------
GenCorp Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q reporting net income
of $1.20 million on $209.80 million of net sales for the three
months ended Feb. 28, 2011, compared with a net loss of $8.90
million on $186.80 million of net sales for the same period during
the prior year.

The Company's balance sheet at Feb. 28, 2011 showed
$989.60 million in total assets, $1.16 billion in total
liabilities, $4.90 million in redeemable common stock, and
a $182.60 million shareholders' deficit.

"We are very pleased to report our first quarter results," said
GenCorp Inc. President and CEO, and President, Aerojet - General
Corporation, Scott J. Seymour.  "We remain focused on creating
value for all stakeholders through continued improvements in our
program performance and operating efficiencies while strengthening
our capital structure."

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://is.gd/pZNzlx

                         About GenCorp Inc.

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

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

                           *     *     *

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

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


GENERAL MARITIME: Frank Johnson Discloses 7.6% Equity Stake
-----------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Frank Lagrange Johnson and his affiliates disclosed
that they beneficially own 6,835,715 shares of common stock of
General Maritime Corporation representing 7.6% of the shares
outstanding, based on 89,593,272 shares outstanding, which is the
total number of shares outstanding as of March 15, 2011, as
reported in the Company's Definitive Proxy Statement on Schedule
14A filed with the Securities and Exchange Commission on April 6,
2011.

                    About General Maritime Corp.

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

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

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

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

                           *     *     *

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

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

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


GENTA INC: Has 68.55-Mil. Outstanding Common Shares
---------------------------------------------------
Genta Incorporated informed the U.S. Securities and Exchange
Commission that the number of outstanding shares of its common
stock par value $0.001 as of April 8, 2011, is 68,548,750.

                     About Genta Incorporated

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

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

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

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

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


GEORGE F. GUTHRIE: Case Summary & 9 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: George F. Guthrie Construction Co. Inc.
        9715 Dolphin Ridge Road
        Emerald Isle, NC 28594

Bankruptcy Case No.: 11-02740

Chapter 11 Petition Date: April 7, 2011

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

Judge: J. Rich Leonard

Debtor's Counsel: John C. Bircher, III, Esq.
                  WHITE & ALLEN, PA
                  1319 Commerce Drive
                  P.O. Drawer U
                  New Bern, NC 28563
                  Tel: (252) 638-5792
                  Fax: (252) 637-7548
                  E-mail: jbircher@whiteandallen.com

Scheduled Assets: $979,212

Scheduled Debts: $2,526,330

A list of the Company's nine largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/nceb11-02740.pdf

The petition was signed by George F. Guthrie, president.


GLOBAL CROSSING: To Merge With Level 3 in $1.9BB All-Stock Deal
---------------------------------------------------------------
Level 3 Communications, Inc., and Global Crossing Limited have
entered into a definitive agreement under which Level 3 will
acquire Global Crossing in a tax-free, stock-for-stock
transaction.  The combined company will operate a unique global
services platform anchored by fiber optic networks on three
continents, connected by extensive undersea facilities.  The
combined network will serve a worldwide customer set with owned
network in more than 50 countries and connections to more than 70
countries.  This transaction will create a company with pro forma
combined 2010 revenues of $6.26 billion and pro forma combined
2010 Adjusted EBITDA of $1.27 billion before synergies and $1.57
billion after expected synergies.

Under the terms and subject to the conditions of the agreement,
Global Crossing shareholders will receive 16 shares of Level 3
common stock for each share of Global Crossing common stock or
preferred stock that is owned at closing.  Based on Level 3's
closing stock price on April 8, 2011, the transaction is valued at
$23.04 per Global Crossing common or preferred share, or
approximately $3.0 billion, including the assumption of
approximately $1.1 billion of net debt as of Dec. 31, 2010.

Global Crossing has approximately 79 million basic and preferred
shares outstanding and approximately 83 million shares outstanding
on a fully diluted basis, giving effect to outstanding stock
awards, but excluding performance-based stock grants.

The transaction will create a company with a unique capability to
meet local, national and global customer requirements in a wide
range of markets. By combining the strengths of each company, the
new entity will offer enterprise, government, wholesale, content,
and web-based customers a comprehensive portfolio of end-to-end
data, video and voice solutions.

"This is a transformational combination that we believe will
deliver significant value to the investors, customers and
employees of both Level 3 and Global Crossing," said Jim Crowe,
chief executive officer of Level 3. "The complementary fit between
the two companies' networks, service portfolios and customers is
compelling. By leveraging the respective strengths and extensive
reach of both companies, we are creating a highly efficient and
more extensive global platform that is well-positioned to meet the
local and international needs of our customers."

"This transaction will provide Global Crossing shareholders with
an attractive premium and significant participation in the upside
potential of a leading communications company with industry-
leading scale and capabilities.  The combined service
capabilities, extensive network assets and talented employees of
the two companies will create a stronger global communications
competitor with compelling offerings in the marketplace," said
John Legere, chief executive officer of Global Crossing.  "Each of
our companies has a reputation for being nimble and flexible in
meeting customers' communications needs, and we expect that to
continue -- with the added benefit of offering customers
significantly greater reach, products and services."

"We're looking forward to welcoming Singapore Technologies
Telemedia, Global Crossing's largest shareholder, as a significant
investor," said Mr. Crowe.  "They are exceptionally sophisticated
managers, with holdings in telecommunications and information
companies in a number of countries.  They know the technology and
they know the industry.  The breadth of their communications
experience and their knowledge of international markets will be a
great asset to us."

"This strategic combination is an important milestone for both
Global Crossing and Level 3, and a value-creating proposition for
all stakeholders," said Lee Theng Kiat, president and chief
executive officer of Singapore Technologies Telemedia (ST
Telemedia).  "Going forward, we believe the combined strengths of
the two companies will position it in a very favorable,
competitive position to expand in the U.S. and compete globally."

"We are committed to creating a high-performing combined business
through a carefully managed integration plan executed by a select
team from both companies," said Jeff Storey, president and chief
operating officer of Level 3.  "We will begin integration planning
immediately and bring an aggressive, disciplined approach to the
process.  After the closing, as we integrate the two operations
and work to achieve our expected synergies, we will be dedicated
to maintaining our focus on providing excellent customer service
and growing our combined revenues."

"The combination improves our balance sheet and credit profile
immediately upon closing with further improvement as we achieve
the benefits of integration. Additionally, the transaction
accelerates the achievement of Level 3's target leverage ratio of
three to five times debt to Adjusted EBITDA," said Sunit Patel,
chief financial officer of Level 3. "Including the benefit of
synergies and the cost of integration, we expect the transaction
to be accretive to Level 3's Free Cash Flow per share in 2013 and
to give us the financial strength to capitalize on the many
opportunities available in the global market."

                     Benefits of the Transaction

   (A) Significant Synergy Opportunities

Through integration of the combined businesses, the transaction is
expected to create substantial annualized Adjusted EBITDA
synergies of approximately $300 million and annualized capital
expenditure reduction of approximately $40 million.  Level 3
expects to realize approximately two-thirds of the run rate
Adjusted EBITDA synergies within 18 months of closing.  The
company estimates that the net present value of the potential
synergies will be approximately $2.5 billion.  Of the total
expected synergies, approximately 39% are from network expense
savings, approximately 49% from operating expense savings, and
approximately 12% are from reductions in capital expenditures. The
company expects to incur approximately $200 to $225 million of
integration costs associated with this transaction. Approximately
55% of those costs are expected to be from operating expenses, and
45% are expected to be from capital expenditures to support
integration activities.

   (B) Improved Financial Strength of Combined Business

Including the benefit of synergies and the cost of integration,
the transaction is expected to be accretive to Level 3's Free Cash
Flow per share in 2013. As a result of potential revenue growth
and synergies, over the longer term, Level 3 expects to have
significant Free Cash Flow available for investment in high-return
opportunities, including U.S. and international network
expansions, and potential repurchase of the company's securities.

   (C) Improvement to Level 3's Credit Profile

The transaction is expected to improve Level 3's credit profile as
well as significantly strengthen the company's balance sheet. On a
pro forma basis and including the benefit of expected synergies,
the ratio of net debt (including capital leases) to Adjusted
EBITDA is expected to improve from 6.8x to 4.4x as of Dec. 31,
2010.

   (D) Expanded Global Footprint

Existing customers will benefit from expanded geographic reach and
a combination of intercity networks and metro networks throughout
North America, Latin America and Europe connected by extensive
global subsea networks. The combined business will leverage Global
Crossing's long-term IRU's on the PC1 and EAC cable systems,
focusing on telecom operators based in Asia. The combined network
will serve a worldwide customer set with owned network in more
than 50 countries and reach to more than 70 countries.

   (E) Enhanced and Expanded Service Portfolio

The combined business will offer an extensive portfolio of
transport, IP and data solutions, content delivery, data center,
colocation and voice services, delivered globally. Global Crossing
will bring important additions to Level 3's service portfolio,
including managed services, collaboration services and inter-
continental virtual private networking capability. The combined
service portfolio and distribution channels will allow Level 3 to
better address the needs of enterprises, content providers,
carriers and governments throughout North America, Latin America
and Europe.

   (F) Expanded Enterprise Service Capabilities

Global Crossing's enterprise service portfolio and proven sales
expertise together with the improved cost structure and
performance achievable by combining the extensive international,
intercity and metro networks will enable opportunities for
improved growth by giving enterprises better options to meet their
local, national and international communications needs.

                        Committed Financing

Level 3 Financing, Inc., a wholly owned subsidiary of Level 3, has
received committed financing for $1.75 billion in connection with
this acquisition.

Bloomberg News reports that a person briefed on the transaction
said Bank of America Corp. and Citigroup Inc. agreed to provide
$1.75 billion of debt to Level 3 Communications Inc. as part of
its acquisition of Global Crossing Ltd.

The source has told Bloomberg that BofA and Citi committed to a
12-month bridge financing that backs $650 million in term loans
and $1.1 billion of senior unsecured debt.  The source declined to
be identified because the terms haven't been publicly released.

                       Voting Agreement and
                   Stockholder Rights Agreement

In conjunction with this transaction, Level 3 has signed a Voting
Agreement with ST Telemedia, the company which owns approximately
60% of Global Crossing's stock, whereby ST Telemedia has agreed to
vote its shares in favor of the transaction, subject to certain
terms and conditions.  Level 3 and ST Telemedia have also signed a
Stockholder Rights Agreement, which becomes effective upon closing
and which allows ST Telemedia to designate members to the Level 3
board of directors, proportionate to their stock ownership.  In
addition, the Stockholder Rights Agreement contains a standstill
provision which imposes limitations on ST Telemedia's ability to
purchase or sell Level 3 common stock.

                Approvals and Timing of Transaction

In addition to customary closing conditions, the transaction is
subject to regulatory approvals relating to competition law,
licensing, financing, and foreign ownership, including approvals
by the U.S. Department of Justice, the U.S. Federal Communications
Commission and other regulatory agencies in the U.S. and in
countries where the companies do business. The transaction is also
subject to the approval of the stockholders of each company. The
transaction is expected to close before the end of this year.

                      Stockholder Rights Plan

Level 3 is adopting a Stockholder Rights Plan.  The Rights Plan is
designed to protect Level 3's federal Net Operating Losses from
the effect of Internal Revenue Code Section 382, which can
restrict the use of NOLs. The completion of the business
combination with Global Crossing would move Level 3 significantly
closer to the 50% ownership change outlined in Section 382, and
increase the likelihood of a loss of Level 3's valuable NOLs.  The
rights under the Rights Plan will expire under the circumstances
described in the separate release announcing its adoption.  In
addition, Level 3's board of directors intends, from time to time
-- and in particular upon the closing of the transaction -- to
consider whether maintaining the Rights Plan continues to be in
the best interests of Level 3.

                             Advisors

BofA Merrill Lynch, Citi and Morgan Stanley acted as advisors to
Level 3, and Rothschild provided a fairness opinion.  Willkie Farr
& Gallagher LLP acted as legal counsel to Level 3.  Goldman, Sachs
& Co. acted as financial advisor and Latham & Watkins acted as
legal counsel to Global Crossing. Credit Suisse Securities (USA)
LLC acted as financial advisor to ST Telemedia.

                    Conference Call and Webcast

Level 3 and Global Crossing held a joint investor and media
conference call to discuss the announcement on April 11 at 9:00
a.m. EDT.

                           *     *     *

Roger Cheng and Spencer E. Ante, writing for The Wall Street
Journal, note that Level 3 and Global Crossing, which had market
values of more than $40 billion in early 2000, have survived an
industry shakeout but struggled to build profitable businesses
despite a surge in Internet services.

Messrs. Cheng and Ante relate that the deal is expected to close
by year-end.  The combined company, the report says, will have a
3.3% share of the U.S. market for transport and Internet business
services, according to Atlantic-ACM analyst Aaron Blazar.  Mr.
Blazar said the total U.S. market was valued at $30 billion last
year, and it is expected to grow by $4.5 billion through 2015.

                       About Global Crossing

Based in Hamilton, Bermuda, Global Crossing Limited (NASDAQ: GLBC)
-- http://www.globalcrossing.com/-- is a global IP, Ethernet,
data center and video solutions provider with the world's first
integrated global IP-based network.

The Company's balance sheet at Dec. 31, 2010 showed $2.31 billion
in total assets, $2.79 billion in total liabilities and $477
million in total stockholders' deficit.

                           *     *     *

As reported by the Troubled Company Reporter on March 31, 2010,
Standard & Poor's Ratings Services raised all its ratings on
Global Crossing, including the corporate credit rating to 'B' from
'B-'.  The outlook is stable.  S&P assigned its 'CCC+' issue-level
rating and '6' recovery rating to Global Crossing's proposed $150
million of senior unsecured notes due 2019.  The '6' recovery
rating indicates S&P's expectation for negligible (0%-10%)
recovery in the event of a payment default.

                    About Level 3 Communications

Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc. (NASDAQ: LVLT) -- http://www.level3.com/-- is a publicly
traded international communications company with one of the
world's largest communications and Internet backbones.

The Company's balance sheet at Dec. 31, 2010, showed $8.35 billion
in total assets, $8.51 billion in total liabilities and
a $157 million stockholders' deficit.

Level 3 Communications carries a 'Caa1' corporate family rating,
and 'Caa2' probability of default rating, with negative outlook
from Moody's, a 'B-' issuer default rating from Fitch, and 'B-'
long term issuer credit ratings from Standard & Poor's.


GLOBAL CROSSING: Acquisition by Level 3 Cues Moody's Rating Review
------------------------------------------------------------------
Moody's Investors Service (Moody's) will review Global Crossing
Limited's (Global Crossing) ratings in light of the company's
announcement that it has agreed to be acquired by Level 3
Communications Inc. (Level 3) in a share exchange transaction
that was announced earlier.  While the transaction makes good
business sense for both Global Crossing and Level 3, since it
is not clear whether Global Crossing's unconsolidated credit
profile remains largely unchanged or improves as a result of
the transaction, the company's ratings have been placed on
review with direction uncertain.  In the interim, the company's
B3 corporate family and probability of default ratings (CFR and
PDR respectively) remain unchanged, as does the B2 rating of its
senior secured notes and the Caa2 rating of its senior unsecured
notes.

It should be noted, however, that Global Crossing's notes contain
change of control provisions.  Depending on net synergy
attribution and the amount of debt that remains post-closing at
Global Crossing, given their structural seniority relative to
debts at Level 3, individual instrument ratings may be subject to
change even if the consolidated CFR and PDR of the combined entity
remains unchanged.  Moody's does not expect the ratings for any of
Global Crossing's debt to be downgraded, but are uncertain whether
certain of its debt ratings will remain unchanged or be upgraded.

Pending normal regulatory and shareholder approvals, the
transaction is expected to close by year-end.  Moody's review
is anticipated to conclude at approximately the same time and
will focus on the magnitude and timing of synergies, the costs
of achieving them, related execution risks, liquidity planning,
and the combined entity's credit profile once steady state is
achieved.  Global Crossing's debt will have preferential access
to its own cash flow and will be structurally senior to debt at
Level 3, and credit enhancement resulting from the transaction
will depend on net synergy attribution.  Moody's review will
focus on this matter as well as the consolidated benefits.

Global Crossing's financial profile is more conservative
than Level 3's (4.5x Debt/EBITDA vs. 7.8x Debt/EBITDA (all
quoted metrics incorporate Moody's standard adjustments)),
but its margins are weaker (17% vs. 27%).  Pre-synergies,
the transaction is margin-positive on a consolidated basis
(approximately 23%), but negative from a consolidated leverage
perspective (to approximately 6.5x) when compared to Global
Crossing's stand-alone position.  Depending on synergies and
the proportion of implementation costs that may be debt-
financed, combined leverage could improve into the high 5x range.
Irrespective, Moody's thinks the key to the consolidated rating
will be resulting free cash potential.  Even with full synergy
realization, Level 3's margins return only to pre-transaction
levels.  However, depending on the combined entity's capital
expenditure intensity, Level 3's historically lackluster free
cash generation will be bolstered and further de-levering may be
possible.

Outlook Actions:

   Issuer: Global Crossing Ltd.

   -- Outlook, Changed To Rating Under Review From Stable

On Review Direction Uncertain:

   Issuer: Global Crossing Ltd.

   -- Probability of Default Rating, Placed on Review Direction
      Uncertain, currently B3

   -- Corporate Family Rating, Placed on Review Direction
      Uncertain, currently B3

   -- Senior Secured Regular Bond/Debenture, Placed on Review
      Direction Uncertain, currently B2 (LGD3, 33%)

   -- Senior Unsecured Regular Bond/Debenture, Placed on Review
      Direction Uncertain, currently Caa2 (LGD5, 84%)

Summary Rating Rationale

Global Crossing's B3 ratings are influenced primarily by the
company's participation in a highly competitive telecommunications
arena, its relatively poor EBITDA margins, limited free cash
generation, and significant debt load.  The business combination
implies relatively weak interest coverage and debt repayment
capacity.  The rating also accounts for the company's unique
network footprint and solid internet protocol (IP) product
offering together with the expectation that demand for IP-based
broadband capacity will continue to grow and cause the company's
cash flow stream to expand.

The principal methodologies used in this rating were Moody's
Global Telecommunications Industry rating methodology, published
in December 2007 (document #106465), and Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Headquartered in Hamilton, Bermuda and with administrative offices
in Florham Park, New Jersey, Global Crossing Limited (Global
Crossing) offers Internet Protocol (IP) and legacy
telecommunications services in most major business centers in the
world.

The ratings discussed herein are in the name of Global Crossing
Limited.  Global Crossing's wholly-owned subsidiary, Global
Crossing (UK) Finance plc is rated as a discrete but related
entity since its financing arrangements substantially "ring fence"
its cash flow and assets.


GROVE STREET: GE Unit Prevails in Breach of Guaranty Lawsuit
------------------------------------------------------------
District Judge Harry D. Leinenweber granted a motion for summary
judgment by General Electric Business Financial Services Inc. on
its one-count complaint entitled, General Electric Business
Financial Services Inc., d/b/a Merrill Lynch Business Financial
Services, Inc., v. Thomas E. Hedenberg and Ray H. Tresch, Case No.
10 C 5094 (N.D. Ill.).

In the fall of 2007, Plaintiff entered into a loan agreement with
Grove Street Urban Renewal, L.L.C.  Under the Agreement, Plaintiff
agreed to loan Grove Street more than $32 million to fund the
Rivercove multi-unit residential apartment complex in West
Deptford, N.J. Grove Street executed and delivered a Tranche A
Promissory Note in favor of Plaintiff for the original principal
amount of $26,367,255, and a Tranche B Promissory Note in favor of
Plaintiff for the original principal amount of $5,961,428.  Grove
Street's managing members Thomas Hedenberg and Ray Tresch executed
a Limited Joinder that attached to the Loan Agreement, under which
they guarantied the principal, interest, penalties, fees, and
other charges due on the Grove Street loan.

On April 30, 2010, the 30-month loan matured, with Grove Street
having failed to pay fully the amounts due.  On July 1, 2010,
Grove Street filed for Chapter 11 bankruptcy.  Plaintiff proceeded
to demand that Defendants pay the amounts due on the Grove Street
loan, pursuant to the Limited Joinder.  The breach of guaranty
action results from Defendants' refusal to pay Plaintiff the
amounts due under the Loan Agreement, a liability that Plaintiff
alleges emerges from the Limited Joinder.

In his April 7, 2011 Memorandum Opinion and Order, available at
http://is.gd/rYUinWfrom Leagle.com, Judge Leinenweber held that
Defendants are liable to Plaintiff as follows:

     1. $30,308,707 in unpaid principal under the Notes;

     2. $1,565,910 in interest under the Notes (as of
        December 6, 2010);

     3. $646,574 exit fee;

     4. $76,271 in late charges (as of December 6, 2010);

     5. $2,517 in miscellaneous fees and costs; and

     6. $81,455 in legal fees and costs (as billed through
        October 31, 2010).

                        About Grove Street

Sewell, New Jersey-based Grove Street Realty Urban Renewal, LLC,
owns certain parcels of real property at 370 Grove Street in the
Township of West Deptford, County of Gloucester, New Jersey,
commonly known as RiverWinds Cove Apartments.  The land consists
of improvements generally consisting of two buildings containing
in the aggregate approximately 215,832 square feet of Class A
residential apartment space, comprised of approximately 200 units,
and having approximately 259 parking spaces.

The Company filed for Chapter 11 bankruptcy protection on July 1,
2010 (Bankr. D. N.J. Case No. 10-30427).  Albert A. Ciardi, III,
Esq., at Ciardi Ciardi & Astin, P.C., assists the Debtor in its
restructuring effort.  The Company estimated  assets and debts at
$10 million to $50 million as of the Petition Date.

An Official Committee of Unsecured Creditors appointed in the case
is represented by Benesch, Friedlander, Coplan & Aronoff LLP.


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

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

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

                        About Grubb & Ellis

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

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

The Company reported a net loss of $69.7 million on $575.5 million
of revenues for 2010, compared with a net loss of $80.5 million on
$527.9 million of revenues for 2009.

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


HARLAN LABORATORIES: Moody's Affirms 'B3' Corp. Family Rating
-------------------------------------------------------------
Moody's Investors Service changed the rating outlook of Harlan
Laboratories, Inc., to stable from negative.  Concurrently Moody's
affirmed the B3 Corporate Family Rating and Probability of Default
Ratings.

Ratings Affirmed:

   Harlan Laboratories:

   -- Corporate Family Rating, B3

   -- Probability of Default Rating, B3

   -- First Lien U.S. Revolving Credit Facility, due 2013, B3,
      LGD-3, 44%

   -- First Lien Term Loan, due 2014, B3, LGD-3, 44%

   Harlan Netherlands B.V.:

   -- First Lien EURO Revolving Credit Facility, due 2013, B3,
      LGD-3, 44%

The rating outlook is stable.

The change in outlook reflects Moody's belief that, while the
early-stage Contract Research Organization ("CRO") operating
environment will remain challenging, it will not materially
deteriorate, supporting relatively stable operations for Harlan
over the next year.  The stable outlook is also driven by Moody's
increased comfort with Harlan's financial reporting and liquidity,
supported by the timely filing of Harlan's 2010 audited
financials, clean audit opinion by PricewaterhouseCoopers, and
improved cushion under the company's net leverage covenant.  The
B3 Corporate Family Rating reflects Harlan's high financial
leverage and Moody's expectation for limited improvement in credit
metrics over the next year.  The rating also reflects Moody's
belief that Harlan will continue to require substantial
investments in operations to support longer-term competitiveness.
The ratings are supported by the company's good cash position,
with roughly $42 million of cash at December 31, 2010, breakeven
to slightly positive free cash generation, and adequate interest
coverage metrics, aided by very attractive terms on its credit
agreement. Further the company has no near-term maturities (the
revolvers expire July 2013).

If Harlan demonstrates sustainable revenue growth and EBITDA
improvement such that adjusted leverage approached 5.0 times and
the company demonstrated sustained positive free cash flow,
Moody's could upgrade the ratings.  Upward rating action would
further be supported by maintenance of a stable management team
and demonstration of continued progress in executing its turn-
around strategy.

Sustained negative free cash flow or material erosion of EBITDA
from current levels could lead to a ratings downgrade.  Further,
any problems related to financial reporting or compliance with the
leverage covenant which leads to the need to amend the credit
agreement, resulting in increased interest expense, could lead to
a downgrade.

Harlan, headquartered in Indianapolis, Indiana, is a global
provider of products and services used in discovery and
development research in the pharmaceutical, biotechnology,
agrochemical, industrial chemical, and food industries.  The
company's businesses include research models and services (RMS),
including laboratory diets and bedding, and biomedical products
and pre-clinical contract research services (CRS), including
toxicology, environmental chemistry and pharmanalytics.  Moody's
estimates that for the twelve months ended December 2010, Harlan
generated net sales approximating $366 million.  Harlan is
privately held with majority ownership by Genstar Capital and
founder, Hal Harlan.


HARRY & DAVID: Committee Retains Lowenstein Sandler as Counsel
--------------------------------------------------------------
Lowenstein Sandler has been retained as counsel to the unsecured
creditors committee in the Harry + David bankruptcy case.

Kenneth A. Rosen, chair of the Bankruptcy, Financial
Reorganization & Creditors' Rights Group is leading the Lowenstein
Sandler team, which includes partner Sharon L. Levine, counsel
Thomas A. Pitta, and associate Nicole Stefanelli.

As reported by the Troubled Company Reporter on April 12, 2011,
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

                     About Lowenstein Sandler

An AmLaw 200 firm with approximately 255 attorneys, Lowenstein
Sandler represents public and private companies, financial
institutions, investors, entrepreneurs, universities, and private
clients in corporate and litigation matters throughout the
country.

                       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.


HASSEN REAL ESTATE: Files for Chapter 11 in Los Angeles
-------------------------------------------------------
Hassen Real Estate Partnership and an affiliate, Eastland Tower
Partnership, sought Chapter 11 protection (Bankr. C.D. Calif. Lead
Case No. 11-25499) on April 10, 2010, in Los Angeles, California.

HREP and ETP each are engaged in the business of commercial real
estate development and operation in West Covina, California.  HREP
owns and operates a retail/office center known as the West Covina
Village Shopping Center, while ETP owns and operates an office
tower known as the Wells Fargo Bank Tower.  HREP owes $48.67
million under a promissory note and ETP owes $50.5 million on
account of a separate note.  Both notes are secured by
substantially all of the Debtors' assets. LNR Partners Ins. is
special servicer for the secured lenders.

Tarek Alhassen, secretary of Hassen, said in a court filing, "As
of the Petition Date, the Debtors are operating on a cash flow
positive basis, but the positive margin is insufficient to cure
the delinquencies under the Loan Documents.  During the
forbearance period, the Lenders and Debtors discussed refinancing
the Notes.  After months of negotiations with representatives of
the Lenders, the Debtors have not been able to reach a consensual
loan modification. As a result of this impasse, the Lenders
informed the Debtors that they would not postpone the foreclosure
sale of the Property that was scheduled for April 11, 2011.  The
Debtors were therefore left with no choice but to file these
chapter 11 cases to reorganize and preserve the Debtors' operating
business to maximize value for the Debtors' creditors."

Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
there was a prior Chapter 11 filing in 1995 that resulted in a
confirmed Chapter 11 plan.

The Debtors are represented by:

         Theodore B. Stolman, Esq.
         Marina Fineman, Esq.
         Christine M. Pajak, Esq.
         H. Alexander Fisch, Esq.
         STUTMAN, TREISTER & GLATT PROFESSIONAL CORPORATION
         1901 Avenue of the Stars, 12th Floor
         Los Angeles, CA 90067
         Tel: (310) 228-5600
         Fax: (310) 228-5788
         E-mail: tstolman@stutman.com
                 mfineman@stutman.com
                 cpajak@stutman.com
                 afisch@stutman.com


HD SUPPLY: Exploring Strategic Alternatives on Plumbing Business
----------------------------------------------------------------
HD Supply, Inc., notified its employees that it is currently
exploring strategic alternatives with respect to its Plumbing/HVAC
business.

                          About HD Supply

HD Supply, Inc., headquartered in Atlanta, Georgia, is one of the
largest North American wholesale distributors supporting
residential and non-residential construction and to a lesser
extent electrical consumption and repair and remodeling.  HDS also
provides maintenance, repair and operations services.  Its
businesses are organized around three segments: Infrastructure and
Energy; Maintenance, Repair & Improvement; and, Specialty
Construction.  HDS operates through approximately 800 locations
throughout the U.S. and Canada serving contractors, government
entities, maintenance professionals, home builders and
professional businesses.

                         *     *     *

HD Supply carries 'Caa2' probability of default rating and
corporate family rating, with negative outlook, from Moody's
Investors Service, and a 'B' corporate credit rating, with
negative outlook, from Standard & Poor's Ratings Services.

In April 2010, when Moody's downgraded the ratings to
'Caa2' from 'Caa1', it said, "The downgrade results from Moody's
views that the construction industry, the main driver of HDS'
revenues, will continue to be weak for the foreseeable future,
pressuring the company's ability to generate meaningful levels of
earnings and free cash flow relative to its debt."


HENDRICKS FURNITURE: Zenith Buys Boyles Property for New HQ
-----------------------------------------------------------
Casual Living reports that Zenith Global Logistics has purchased
the former Boyles Furniture building in Conover, North Carolina,
and will move its corporate headquarters to the site.

According to the report, the new facility will boost Zenith's home
furnishings storage and handling capacity by more than 30% in
North Carolina, giving the company 242,000 square feet of
warehouse, furniture repair, home delivery and office space.

The building had belonged to Boyles Furniture, a prominent upper-
end retailer that emerged from Chapter 11 bankruptcy protection in
March 2010, but went out of business earlier this year.

                    About Hendricks Furniture

Hendricks Furniture Group, LLC -- http://www.boyles.com/-- dba
Boyles Distinctive Furniture makes and sells furniture.  The
Company and Classic Moving and Storage filed for Chapter 11
protection (Bankr. W.D. N.C. Lead Case No. 09-50790) on June 10,
2009.  Albert F. Durham, Esq., at Rayburn, Copper & Durham, P.A.,
represented the Debtors in their restructuring effort.  Hendricks
estimated $50 million to $100 million in assets and $10 million to
$50 million in debts in its petition.  Hendricks Furniture Group
emerged from Chapter 11 protection in January 2010.


HORIZON LINES: Customers Unfazed by Going Concern Qualification
---------------------------------------------------------------
Horizon Lines, Inc., has begun conducting meetings with customers,
vendors and others to discuss the Company's daily operations and
its commitment to customer service excellence.  In connection with
these meetings, the Company has disclosed that the vast majority
of its customers have indicated that they will continue to rely on
the Company for shipping services at the same levels as prior to
the Company's filing of its 2010 Form 10-K on March 28, 2011,
which included a going concern modification to its unqualified
audit opinion.  In addition, the Company has disclosed that it is
experiencing a slight improvement in its accounts receivable aging
through the end of the first quarter.  This information has not
previously been disclosed in reports filed by the Company with the
Securities and Exchange Commission.

                        About Horizon Lines

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

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

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

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

                           *     *     *

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

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


HOVNANIAN ENTERPRISES: Unit Commences Consent Solicitation
----------------------------------------------------------
Hovnanian Enterprises, Inc., announced on April 12, 2011, that its
wholly owned subsidiary, K. Hovnanian Enterprises, Inc., has
commenced a solicitation of consents to amend the indenture
governing K. Hovnanian's 8-5/8% Senior Notes due 2017.  The
Consent Solicitation is being made in accordance with the terms
and subject to the conditions stated in a Consent Solicitation
Statement dated April 12, 2011, in the related Consent Form, to
holders of record as of 5:00 p.m., New York City time, on
April 11, 2011.

The Consent Solicitation is scheduled to expire at 5:00 p.m.,
New York City time, on April 21, 2011, unless extended or earlier
terminated.  Holders of Notes who validly deliver consents to the
Proposed Amendment in the manner described in the Consent
Solicitation Statement will be eligible to receive consent
consideration equal to $1.25 per $1,000 principal amount of Notes
for which consents have been validly delivered prior to the
Expiration Date (and not properly revoked).  Holders providing
consents after the Expiration Date will not receive consent
consideration.  Consent consideration will be paid to consenting
Holders as promptly as practicable after the satisfaction or
waiver of the conditions to the Consent Solicitation, including a
financing condition (which is expected to be satisfied after the
Expiration Date), as further described in the Consent Solicitation
Statement.

The Consent Solicitation is subject to a number of conditions that
are set forth in the Consent Solicitation Statement, including,
without limitation, (i) the receipt of the consent of the Holders
of at least a majority in aggregate principal amount of
outstanding Notes, (ii) the execution and effectiveness of a
supplemental indenture effecting the Proposed Amendment and (iii)
a financing condition, as further described in the Consent
Solicitation Statement.  Consents may not be revoked on or after
the date the supplemental indenture is executed and becomes
effective (which is expected to be promptly after receipt of the
Requisite Consent and may occur prior to the Expiration Date if
the Requisite Consent is received before then). If the
supplemental indenture effecting the Proposed Amendment becomes
operative, the Proposed Amendment will be binding upon all holders
of Notes, whether or not such holders have delivered consents. A
more comprehensive description of the Consent Solicitation can be
found in the Solicitation Documents.

The purpose of the Consent Solicitation is to obtain approval of
the Proposed Amendment from the holders of the Notes to modify the
Indenture to permit K. Hovnanian to issue additional first lien
secured notes in an amount necessary to refinance through
redemption all of its outstanding 11 1/2% Senior Secured Notes due
2013 and 18.0% Senior Secured Notes due 2017 and, together with
the Second Lien Notes.  As of Jan. 31, 2011, there were
approximately $0.5 million aggregate principal amount of Second
Lien Notes outstanding and approximately $11.7 million aggregate
principal amount of Third Lien Notes outstanding.

Credit Suisse Securities (USA) LLC is the Solicitation Agent in
connection with the Consent Solicitation.  Persons with questions
regarding the Consent Solicitation should contact Credit Suisse
Securities (USA) LLC at (212) 538-2147 (collect) or (800) 820-1653
(toll-free) (attention:Liability Management Group).  Requests for
copies of the Solicitation Documents and other related materials
should be directed to Bondholder Communications Group, the
Information and Tabulation Agent for the Consent Solicitation, at
(888) 385-2663 (toll-free) or alternatively, the documents may be
downloaded at www.bondcom.com/khov.

                    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.


HSRE-CDS I: Section 341(a) Meeting Scheduled for May 10
-------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of HSRE-CD I,
LLC's creditors on May 10, 2011, at 2:00 p.m.  The meeting will be
held at 5th Floor, Room 5209, J. Caleb Boggs Federal Building, 844
King Street, Wilmington, Delaware.

This is the first meeting of creditors required under Section
341(a) of the U.S. Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

                         About HSRE-CDS I

Irving, Texas-based HSRE-CDS I, LLC, is a real estate company
engaged in the acquisition, ownership, operation, management,
leasing, financing, mortgaging and selling of real property.

The properties that the Debtor owns were previously owned by two
of its wholly subsidiaries, HSRE-CDS Warrensburg I, LLC and HSRE-
CDS Ruston, I, LLC.  The Debtor's portfolio consists of two
apartment communities comprising 240 units with 792 beds in the
states of Louisiana (Collegiate Station at Ruston) and Missouri
(Collegiate Station at Warrensburg).  The Debtor is part of a
larger group, branded as Collegiate Companies.  The Debtor's
properties provide student housing near the campuses of Louisiana
Tech University, Grambling State, and the University of Central
Missouri.

The Debtor is owned by Collegiate Station Investments, L.P., a
Texas limited partnership.

Owing to a combination of the severe economic recession and the
current overleveraged debt structure of the Debtor, the Debtor's
portfolio currently yields insufficient rents to service its
monthly debt service obligations and those obligations related to
its day to day operations.  The combination of the severe economic
recession and the lasting effects of the recent decline in the
real estate market has resulted in the aggregate value of the
Debtor's properties to be less than the amount of the Debtor's
outstanding secured debt under the Dec. 31, 2009 prepetition loan
agreement with KeyBank National Association, whereby KeyBank
agreed to make a loan to the Debtor in the principal amount of
$22, 089,187.  As a result, the Debtor defaulted on its
obligations under the Prepetition Loan Agreement and KeyBank
commenced foreclosure proceedings against the Debtor's property in
Warrensburg, Missouri, Collegiate Station at Warrensburg.

The Debtor filed for Chapter 11 bankruptcy protection on March 31,
2011 (Bankr. D. Del. Case No. 11-10972).  The Debtor has not had
sufficient time to discuss with the new lender the terms and
conditions to use any cash collateral.  The bankruptcy case will
allow the Debtor the breathing room to negotiate with the new
lender about issues likely to be key in this case.

R. Craig Martin, Esq., at DLA Piper LLP, serves as the Debtor's
bankruptcy counsel.  The Debtor estimated its assets at
$10 million to $50 million and debts at $10 million to
$50 million.


IMH FINANCIAL: Steven Darak Appointed as Board Member
-----------------------------------------------------
The board of directors of IMH Financial Corporation appointed
Steven T. Darak, 63, to fill a vacancy on the board of directors
of the Corporation and to serve, effective immediately, as a
member of the board of directors of the Corporation.  Mr. Darak is
currently expected to be appointed to the audit committee,
compensation committee and nominating and corporate governance
committee.  Mr. Darak will continue to serve as the chief
financial officer of the Corporation.

                        About IMH Financial

Scottsdale, Ariz.-based IMH Financial Corporation was formed from
the conversion of IMH Secured Loan Fund, LLC, or the Fund, a
Delaware limited liability company, on June 18, 2010.  The
conversion was effected following a consent solicitation process
pursuant to which approval was obtained from a majority of the
members of the Fund to effect the Conversion Transactions and
involved (i) the conversion of the Fund from a Delaware limited
liability company into a Delaware corporation named IMH Financial
Corporation, and (ii) the acquisition by the Company of all of the
outstanding shares of the manager of the Fund Investors Mortgage
Holdings Inc., or the Manager, as well as all of the outstanding
membership interests of a related entity, IMH Holdings LLC, or
Holdings on June 18, 2010.

The Company is a commercial real estate lender based in the
southwest United States with over 12 years of experience in many
facets of the real estate investment process, including
origination, underwriting, documentation, servicing, construction,
enforcement, development, marketing, and disposition.  The Company
focuses on a niche segment of the real estate market that it
believes is underserved by community, regional and national banks:
high yield, short-term, senior secured real estate mortgage loans.
The intense level of underwriting analysis required in this
segment necessitates personnel and expertise that many community
banks lack, yet the requisite localized market knowledge of the
underwriting process and the size of the loans the Company seeks
often precludes the regional and community banks from efficiently
entering this market.

The Company's balance sheet at Sept. 30, 2010, showed
$337.80 million in total assets, $15.93 million in total
liabilities, and stockholders' equity of $321.86 million.

"Given the current state of the real estate and credit markets, we
believe the realization of full recovery of the cost basis in our
assets is unlikely to occur in a reasonable time frame and may not
occur at all, and we may be required to liquidate portions of our
assets for liquidity purposes at a price significantly below the
initial cost basis or potentially below current carrying values.
If we are not able to liquidate a sufficient portion of our assets
or access credit under the credit facility currently under
negotiation, there may be substantial doubt about our ability to
continue as a going concern. Nevertheless, we believe that our
cash and cash equivalents, coupled with liquidity derived from the
credit facility currently under negotiation and the disposition of
certain of the loans and real estate held for sale, will allow us
to fund current operations over the next 12 months," the Company
said in its Form 10-Q for the quarter ended Sept. 30, 2010.


INDUSTRIAL ENTERPRISES: Baker & McKenzie Sued Over Collapse
-----------------------------------------------------------
Mary Ellen Podmolik at Chicago Breaking Business reports that
Baker & McKenzie and one of its former partners were sued for
$600 million by a Pennsylvania company that alleges the law firm
and Martin Weisberg willingly participated in a "looting" of the
company.

Brian Baxter, writing for The AmLaw Daily, reports that Baker &
McKenzie and former partner Martin Weisberg have been sued over
their alleged roles running a stock scheme that contributed to the
collapse of Pittsburgh-based Industrial Enterprises of America.

AmLaw Daily reports that the plaintiffs claim both defendants
enabled a massive fraud at IEAM, which filed for bankruptcy in May
2009.

"[Baker & McKenzie]'s participation in defrauding [IEAM] out of
more than $150 million spanned years and knew little bounds," the
complaint said, according to AmLaw Daily.

The 22-page complaint was filed in U.S. bankruptcy court in
Delaware on Monday.  A copy of the complaint is available at:

      http://amlawdaily.typepad.com/files/ieam-complaint.pdf

Plaintiff's counsel are:

          Steven Thomas, Esq.
          THOMAS, ALEXANDER & FORRESTER LLP
          14 27th Avenue
          Venice, CA 90291
          Tel: 310-961-2536
          Fax: 310-526-6852
          E-mail: steventhomas@tafattorneys.com

               - and -

          Christopher Loizides, Esq.
          LOIZIDES, PA
          1225 King Street, Suite 800
          Wilmington, DE 19801
          Tel: 302-654-0248
          Fax: 302-654-0728
          E-mail: loizides@loizides.com

                   About Industrial Enterprises

Pittsburgh, Pennsylvania-based Industrial Enterprises of America,
Inc., filed for Chapter 11 protection on May 1, 2009, (Bankr. D.
Del. Case No. 09-11508).  On April 30, 2009, Pitt Penn Holding
Co., Inc., and Pitt Penn Oil Co., LLC, each filed voluntary
petitions for Chapter 11 relief, under Case Nos. 09-11475 and
09-11476.  On May 4, 2009, EMC Packaging, Inc., filed a voluntary
petition for Chapter 11 relief, under Case No. 09-11524.  On
May 6, 2009, Unifide Industries, LLC, and Today's Way
Manufacturing LLC, each filed a voluntary petition for Chapter 11
relief, under Case Nos. 09-11587 and 09-11586.

PPH, PPO, EMC, Unifide, and Today's Way are each subsidiaries of
the Company.  The cases are jointly administered under Case No.
09-11475.

Christopher D. Loizides, Esq., at Loizides, P.A., in Wilmington,
Del., represents the Debtors as counsel.  In its petition,
Industrial Enterprises listed total assets of $50,476,697 and
total debts of $17,853,997.

Based on public filings previously made with the Securities and
Exchange Commission, Industrial Enterprises originally operated as
a holding company with four wholly owned subsidiaries, PPH, EMC,
Unifide, and Today's Way.  PPH, through its wholly owned
subsidiary, PPO, was a leading manufacturer, marketer and seller
of automotive chemicals and additives.

EMC's original business consisted of converting hydrofluorocarbon
gases R134a and R152a into branded private label refrigerant and
propellant products.  Unifide was a leading marketer and seller of
automotive chemicals and additives.  Today's Way manufactured and
packaged the products which were sold by Unifide.


ISTAR FINANCIAL: S&P Puts BB- Rating on $2.95BB Credit Facility
---------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned a 'BB-' credit
rating to iStar Financial Inc.'s (NYSE: SFI) $2.95 billion senior
secured credit facility.

The rating reflects the likelihood that creditors would receive
full repayment in the event of an issuer default.  "Our analysis
indicates that under a stress scenario the collateral pool may not
cover the $2.95 billion in debt.  Nevertheless, if the collateral
pool did not cover the credit facility, the secured creditors
would have recourse (alongside remaining unsecured creditors) to
the firm's unencumbered assets.  In addition, we recognize that
the credit facility will amortize significantly during the next 18
to 24 months," S&P related.

"Given the additional support from the firm's unencumbered assets
and the likely amortization of the facility prior to default, we
believe creditors are likely to recover the full amount of the
loan.  We have rated the $2.95 billion senior secured credit
facility one notch above our 'B+' long-term counterparty credit
rating on iStar," S&P noted.

Ratings List

New Rating
iStar Financial Inc.
Senior Secured Debt
  $1.5 billion term loan A-1 due 2013
  $1.45 billion term loan A-2 due 2014          BB-


JAMES RIVER: Wellington Management Discloses 11.32% Equity Stake
----------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Wellington Management Company, LLP, disclosed that it
beneficially owns 3,919,238 shares of common stock of James River
Coal Company representing 11.32% of the shares outstanding.  The
number of shares of the Company's common stock, par value $.01 per
share, outstanding as of Feb. 15, 2011 was 27,779,351.

                         About James River

Headquartered in Richmond, Virginia, James River Coal Company
(NasdaqGM: JRCC) -- http://www.jamesrivercoal.com/-- mines,
processes and sells bituminous steam and industrial-grade coal
primarily to electric utility companies and industrial customers.
The company's mining operations are managed through six operating
subsidiaries located throughout eastern Kentucky and in southern
Indiana.

The Company's balance sheet at Dec. 31, 2010 showed
$784.56 million in total assets, $537.18 million in total
liabilities and $247.38 million in total shareholders' equity.

                         *     *     *

James River carries a 'B' corporate credit rating from Standard &
Poor's Ratings Services, and 'B3' corporate family rating from
Moody's Investors Service.

As reported by the TCR on March 25, 2011, Moody's Investors
Service upgraded James River Coal Company's Corporate Family
Rating to 'B3' from 'Caa2'.  The rating upgrade reflects post-
acquisition potential for significant increase in JRCC's
metallurgical coal production, increase in operational diversity
within Central Appalachia, and greater access to export markets.

The S&P corporate rating was upgraded from 'B-' in March 2011.
"The upgrade reflects S&P's view that the IRP acquisition provides
James River Coal exposure to the attractive metallurgical coal
market," said Standard & Poor's credit analyst Fred Ferraro.  "The
acquisition also adds management experience in overseas marketing,
and expands the company's reserve life.  Furthermore, S&P expects
that it will be funded in a way that is consistent with the
current capital structure so as to maintain the current credit
metrics."


JENLA REAL ESTATE: Case Summary & 5 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Jenla Real Estate Management Services, LLC
        2016 W. 43rd Ave.
        Kansas City, KS 66103

Bankruptcy Case No.: 11-20972

Chapter 11 Petition Date: April 7, 2011

Court: United States Bankruptcy Court
       District of Kansas (Kansas City)

Judge: Dale L. Somers

Debtor's Counsel: Jeffrey A. Deines, Esq.
                  LENTZ CLARK DEINES PA
                  9260 Glenwood
                  Overland Park, KS 66212
                  Tel: (913) 648-0600
                  Fax: (913) 648-0664
                  E-mail: jdeines@lcdlaw.com

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

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

A list of the Company's five largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ksb11-20972.pdf

The petition was signed by Larry Minkoff, member.


KEMET CORP: S&P Ups Corp. Credit Rating to 'B+'; Outlook Positive
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Greenville, S.C.-based capacitor supplier KEMET
Corp. to 'B+' from 'B'.  The ratings outlook is positive.

"At the same time, we raised our senior secured debt rating to
'B+' from 'B' (the same as the corporate credit rating) with a
recovery rating of '4', indicating the expectation for average
(30%-50%) recovery in the event of a payment default," S&P stated.

"The rating reflects our expectation that KEMET will experience
modest revenue growth in the near term, and relatively stable
profitability and leverage," said Standard & Poor's credit
analyst William Backus, "despite highly competitive and cyclical
industry conditions."  We expect the company will sustain credit
measures commensurate with a significant financial risk profile
while it pursues restructuring activities related to its Film and
Electrolytic (F&E) division during 2011.  We expect fiscal year
March 2011 adjusted EBITDA of more than $180 million, which we
believe reflects cyclical peak conditions for capacitor demand,
potentially declining modestly in 2012," S&P noted.


KEYUAN PETROCHEMICALS: Receives NASDAQ Non-Compliance Notice
------------------------------------------------------------
Keyuan Petrochemicals, Inc., has received a notice from NASDAQ
stating the Company is not in compliance with Listing Rule
5250(c)(1) for continued listing due to not filing its Form 10-K
for the year ended Dec. 31, 2010 by the due date of March 31,
2011.

As a result of the notice, and to maintain its NASDAQ listing,
Keyuan will submit a plan of compliance to the NADAQ by April 25,
2011, addressing any issues it believes would support its request
for an extension of up to 180 calendar days from the due date of
Form 10-K for the fiscal year 2010 to regain compliance.

Following the submission, the NASDAQ Listing Qualifications
Department will evaluate the Company's plan based on such factors
as the likelihood that the Form 10-K, along with any subsequent
periodic filing that will be due, can be made within the 180 day
period, Keyuan's past compliance history, the reasons for the late
filing, other corporate events that may occur within the NASDAQ
review period, its overall financial condition and public
disclosure.

If the plan is accepted, Keyuan may be able to continue its
listing during the plan period up to Sept. 27, 2011, during which
time the Company will be subject to periodic review to determine
if it is making progress consistent with the plan.  If the plan is
not accepted, or if the plan is accepted but the Company fails to
make progress consistent with the plan, or it is not in compliance
by Sept. 27, 2011, Keyuan will be subject to delisting
proceedings.  Under NASDAQ rules, Keyuan has the right to appeal
any determination by NASDAQ to initiate delisting proceedings.

                   About Keyuan Petrochemicals

Keyuan Petrochemicals, Inc., established in 2007 and operating
through its wholly-owned subsidiary, Keyuan Plastics, Co. Ltd., is
located in Ningbo, China and is a leading independent manufacturer
and supplier of various petrochemical products.  Having commenced
production in October 2009, Keyuan's operations include an annual
petrochemical manufacturing design capacity of 550,000 MT for a
variety of petrochemical products, with facilities for the storage
and loading of raw materials and finished goods, and a technology
that supports the manufacturing process with low raw material
costs and high utilization and yields.  In order to meet
increasing market demand, Keyuan plans to expand its manufacturing
capacity to include a SBS production facility, additional storage
capacity, a raw material pre-treatment facility, and an asphalt
production facility.


KMC REAL ESTATE: Section 341(a) Meeting Scheduled for May 23
------------------------------------------------------------
The U.S. Trustee for Region 10 will convene a meeting of KMC Real
Estate Investors LLC's creditors on May 23, 2011, at 1:00 p.m.,
EDT.  The meeting will be held at Room 115 Federal Building, 121
W. Spring Street, New Albany, Indiana.

This is the first meeting of creditors required under Section
341(a) of the U.S. Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Clarksville, Indiana-based KMC Real Estate Investors LLC filed for
Chapter 11 bankruptcy protection (Bankr. S.D. Ind. Case No. 11-
90930) on April 1, 2011.  Gary Lynn Hostetler, Esq., Courtney
Elaine Chilcote, Esq., and Jeffrey A. Hokanson, Esq., at Hostetler
& Kowalik, P.C., serve as the Debtor's bankruptcy counsel.  The
Debtor estimated its assets at $10 million to $50 million and
debts at $100 million to $500 million.

Affiliate Kentuckiana Medical Center, LLC, previously sought
Chapter 11 protection on Sept. 9, 2010 (Bankr. S.D. Ind. Case No.
10-93039).


LA JOLLA PHARMACEUTICAL: Had 97MM Outstanding Shares on April 8
---------------------------------------------------------------
The number of outstanding shares of La Jolla Pharmaceutical
Company common stock, par value $0.0001 as of April 8, 2011, is
97,770,258.

                   About La Jolla Pharmaceutical

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

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

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


LA VILLITA: Has Until May 31 to Use Cash Collateral
---------------------------------------------------
La Villita Motor Inns, JV, sought final permission from Judge
Ronald B. King of the U.S. Bankruptcy Court for the Western
District of Texas to use their prepetition lender's cash
collateral from April 1, 2011 through May 31, 2011.

The Debtor's use of cash collateral will be in accordance with a
rolling 30-day budget, a schedule of which is available for free
at: http://bankrupt.com/misc/LaVillita_CashCollBudget.pdf

Judge King ruled that to the extent the prepetition liens of
AMRESCO Capital L.P. are valid and perfected, the Trust is granted
postpetition liens upon all after acquired property of the
Debtor's estate of the type comprising the prepetition collateral
according to the same order of priority as that for the
prepetition liens, but only to the extent of any decrease in the
value of the prepetition collateral, and only to the extent of the
amount of Cash Collateral actually used; the expenses represented
in the Budget do not represent payments that would be made to
Liaquat Pirani, Irfan Valla or any insiders of the Debtor, except
as authorized in the Order Authorizing Debtor' Payment of
Prepetition Employee Obligations and except for reimbursements by
the Debtor for any payments Irfan Valla and Liaquat Pirani make on
behalf of the Debtor pursuant to the Budget.

The Debtor will maintain casualty and liability insurance policies
on its assets.  The Debtor will also secure and maintain all its
property and continue to market the Hotel rooms and services and
collect and account for all income.

The Debtor will provide the Trust and any special servicer
appointed pursuant to the Servicing Agreement with monthly reports
reflecting (i) monthly income and expenses, and (ii) monthly
operating reports and financial statements.

The Debtor will continue to provide for the insurance required by
the Trust under the Loan Documents and to maintain an escrow for
payment of taxes.

The Debtor will place the monthly property tax indicated in
the Budget on or before the last day of the relevant month in an
segregated account held in trust by Oppenheimer, Blend, Harrison &
Tate, Inc. for the purpose of payment of the Debtor's ad valorem
taxes, and the Property Tax Escrow will not be
disbursed absent orders from the Court.

ORIX Capital Markets LLC will retain any rights to object
to the Debtor's continued use of Cash Collateral or to request
further adequate protection for the Debtor's use of Cash
Collateral, Judge King ruled.

[ REDACTED -- Jan. 27, 2014 ]

                  About La Villita Motor Inns JV

San Antonio, Texas-based La Villita Motor Inns JV is a joint
venture, formed on or about April 14, 1980, that owns and operates
a hotel located at 100 La Villita in San Antonio, Texas, known as
the Riverwalk Plaza Hotel.  It filed for Chapter 11 bankruptcy
protection (Bankr. Case No. 10-54864) on Dec. 17, 2010.  Debra L.
Innocenti, Esq., at Oppenheimer Blend Harrison & Tate, serves as
the Debtor's bankruptcy counsel.  The Debtor estimated assets at
$10 million to $50 million and debts at $1 million to $10 million.


LA VILLITA: Obtains Permission to Employ Tsakopulos Brown
---------------------------------------------------------
Judge Ronald King of the U.S. Bankruptcy Court for the Western
District of Texas approved the application of La Villita Motor
Inns, JV to employ Tsakopulos Brown Scott & Anchors as its
accountant.

                  About La Villita Motor Inns JV

San Antonio, Texas-based La Villita Motor Inns JV is a joint
venture, formed on or about April 14, 1980, that owns and operates
a hotel located at 100 La Villita in San Antonio, Texas, known as
the Riverwalk Plaza Hotel.  It filed for Chapter 11 bankruptcy
protection on December 17, 2010 (Bankr. Case No. 10-54864).  Debra
L. Innocenti, Esq., at Oppenheimer Blend Harrison & Tate, serves
as the Debtor's bankruptcy counsel.  The Debtor estimated assets
at $10 million to $50 million and debts at $1 million to
$10 million.


LEE CHARTER: S&P Raises Corporate Credit Rating to 'BB+' From 'BB'
------------------------------------------------------------------
Standard & Poor's Ratings Services has raised its long-term rating
to 'BB+' from 'BB' on Lee County Industrial Development Authority,
Fla.'s series 2007 educational facilities revenue bonds, issued
for Lee Charter Foundation (Lee County Community Charter
Schools project).

The upgrade to 'BB+' reflects Standard & Poor's view of the
overall steady enrollment growth for this five-school system; good
and improving test scores at all five schools; and recent fifteen-
year charter renewals for four of the five schools (with a five-
year renewal at Six Mile Charter School).  The systems' sharply
improved financial operations in 2010 generating positive debt
service coverage; adequate liquidity as measured on a days' cash-
on-hand basis; and strong management, which is overseen by Charter
Schools USA Inc. are additional credit strengths, in Standard &
Poor's opinion.

Lee Charter Schools' rating remains speculative grade because
of the need for charter renewals from the competing Lee County
School District over the life of the bonds; generally weak debt
service coverage combined with the need to increase enrollment to
generate sufficient net revenue to cover future maximum annual
debt service; and low numbers of applicants on wait lists at three
of the five schools.  In addition, Standard & Poor's believes the
weak enrollment at Cape Coral Charter School, high debt levels
combined with very light cash to debt at less than 10%, and
potential for additional debt needs in a few years somewhat
offset the system's credit strengths.

"The stable outlook reflects our expectation that the school will
add enrollment and maintain levels sufficient to cover annual debt
service and build at least adequate reserve levels as the schools
gain more operational experience," said Standard & Poor's credit
analyst Sharon Gigante.  "We could raise the rating higher if
enrollment levels continue to grow, especially at the schools
that are experiencing flat growth," said Ms. Gigante.

A loan agreement between a single-asset limited-liability company
and the Lee County Industrial Development Authority, secures the
bonds.  The sole member of the limited liability company is The
Lee County Charter Foundation Inc., a not-for-profit corporation
and operator of the schools.  Under the loan agreement, the
foundation pledges the charter schools' gross revenues.  The
foundation holds the charter contracts for the participating
charter schools, which includes three primary schools, Cape Coral
Charter School (K-8), Gateway Charter School (K-8), and Six Mile
Charter School (K-8); and one high school, Gateway Charter High
School (9-12).


LEE ENTERPRISES: Moody's Assigns 'Caa1' Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service assigned first time ratings to Lee
Enterprises, Incorporated (Lee) including a Caa1 Corporate Family
Rating (CFR), Caa1 Probability of Default Rating (PDR) and SGL-3
speculative-grade liquidity rating.  Moody's also assigned a B1
rating to the company's proposed $50 million 5-year senior secured
first-lien first-out revolver, a B3 rating to its proposed
$675 million senior secured first-lien notes maturing 2017, and
a Caa2 rating to its proposed $375 million senior secured second-
lien notes maturing 2018.  The rating outlook is stable.

Lee intends to utilize the proceeds to refinance all of its
existing $1.025 billion of debt.  The existing debt matures by
April 2012, making it critical for the company to address these
near-term maturities.  As such, the refinancing favorably extends
the maturity profile and reduces near-term default risk, but
meaningfully increases cash interest expense and reduces the
amount of cash flow that will be available to reduce debt.  A
change in the transaction structure could affect instrument
ratings.  In particular, if the first-lien notes are upsized or
if the size of the second lien notes is reduced, then the Caa2
rating on the proposed $375 million senior secured second-lien
notes could be revised lower based on the resulting relative
increase in the amount of more senior debt.

Assignments:

   Issuer: Lee Enterprises, Incorporated

   -- Corporate Family Rating, Assigned Caa1

   -- Probability of Default Rating, Assigned Caa1

   -- Speculative Grade Liquidity Rating, Assigned SGL-3

   -- Senior Secured First Lien (First Priority) Revolving Credit
      Facility, Assigned a B1, LGD1 - 1%

   -- Senior Secured First Lien Regular Bond/Debenture, Assigned
      B3, LGD3 - 33%

   -- Senior Secured Second Lien Regular Bond/Debenture, Assigned
      a Caa2, LGD5 - 83%

Outlook Actions:

   Issuer: Lee Enterprises, Incorporated

   -- Outlook, Assigned Stable

Ratings Rationale

Lee's Caa1 CFR reflects the good local market position of
its portfolio of newspapers and online properties tempered by
revenue pressure and the company's very high leverage.  Revenue
is vulnerable to changing consumer media usage and cyclical
client spending.  Moody's views the relatively stable economic
performance of Lee's markets, the company's modest exposure to the
housing market downturn, and management's revenue initiatives as
factors contributing to less revenue pressure for Lee relative to
the industry at present.  Relative to larger metro markets, the
competitive intensity is also somewhat lower in the small to mid-
sized markets that comprise the majority of the company's
footprint.  The more moderate revenue pressure and expected
positive free cash flow favorably position the company within the
Caa1 CFR.

Debt-to-EBITDA leverage (6.2x LTM December 2010 incorporating
Moody's standard adjustments) is very high for the newspaper
industry, creating elevated risk of a restructuring over the long
term and meaningfully limiting financial flexibility.  Cash
interest expense will increase significantly as a result of the
refinancing, but Moody's projects Lee will generate positive free
cash flow in the range of 4% of debt over the next two years
notwithstanding low single digit projected revenue and EBITDA
declines.  Lee will have no required debt repayment (aside from an
excess cash flow sweep) until the first lien notes mature in 2017.
The maturity profile creates low default risk over the next 12-24
months and provides Lee some latitude to execute its plans to grow
revenue and continue the transition of its print-based businesses
to digital platforms.  Moody's believes a 3% prepayment premium on
the first lien notes (except for debt repaid in accordance with
the excess cash flow sweep) and maintenance covenants that are
triggered only if the revolver is drawn will incentivize Lee to
carry a higher cash balance than in the recent past to avoid
utilizing the revolver.

The SGL-3 speculative-grade liquidity rating reflects the
company's adequate liquidity position given projected free cash
flow of approximately $40 million over the next 12 months and the
absence of near term debt maturities.  Liquidity is supported by
the proposed $50 million 5-year revolver, although Moody's does
not expect Lee will be reliant on the facility in the near term.
If the revolver ends up being drawn, Moody's believes the company
will have only a modest EBITDA cushion within the proposed maximum
debt-to-EBITDA maintenance covenant.

The stable rating outlook reflects Moody's view that Lee's
liquidity position and absence of near-term debt maturities
greatly reduce near-term default risk, and provide the company
some flexibility to execute its operating strategy, continue to
repay debt, and largely mitigate the effect on leverage of
projected revenue and EBITDA declines over the next 12-18 months.

An inability to generate free cash flow, persistent revenue
declines not matched by cost reductions, a deterioration of
economic conditions in Lee's local markets, material acquisitions
or cash distributions to shareholders, or failure to utilize the
bulk of its free cash flow to reduce debt could result in a
downgrade.

A meaningful reduction in debt-to-EBITDA leverage to a level that
is or is expected to be sustained in a mid 5x range, greater
revenue stability and sustained positive free cash flow in excess
of 5% of debt could result in an upgrade.  The company would also
need to maintain a comfortable liquidity position including good
covenant cushion and an expectation that it can fund or refinance
maturities as they come due.

The B1 rating and LGD1-1% assessment on the proposed $50 million
senior secured revolving credit facility and B3 rating and LGD3-
33% assessment on the proposed $675 million senior secured notes
reflects their first-lien claims on substantially all of Lee's
assets as well as unconditional guarantees from all material
domestic wholly-owned subsidiaries (which excludes Lee's interest
in its Madison, WI and Tucson, AZ joint ventures).  However, the
credit facility has payment priority relative to the notes with
respect to the proceeds from the sale of the collateral.  As a
result, the first lien note holders would absorb any loss in a
default scenario prior to the revolver and this drives the rating
differential.  The Caa2 rating and LGD5-83% assessment on the
proposed $375 million senior secured second-lien notes reflects
the subordinate lien on the collateral securing the first lien
notes and revolver, which would result in the notes absorbing the
first loss in a default situation.

The principal methodology used in rating Lee was Moody's Global
Newspaper Industry, published in September 2008.

Lee, headquartered in Davenport, Iowa, is a provider of local
news, information and advertising in primarily midsize markets,
with 49 daily newspapers and a joint interest in four others,
digital products and nearly 300 specialty publications in 23
states. Revenue for the 12 months ended December 2010 was
approximately $780 million.


LEVEL 3: To Acquire Global Crossing in $1.9BB All-Stock Deal
------------------------------------------------------------
Level 3 Communications, Inc., and Global Crossing Limited have
entered into a definitive agreement under which Level 3 will
acquire Global Crossing in a tax-free, stock-for-stock
transaction.  The combined company will operate a unique global
services platform anchored by fiber optic networks on three
continents, connected by extensive undersea facilities.  The
combined network will serve a worldwide customer set with owned
network in more than 50 countries and connections to more than 70
countries.  This transaction will create a company with pro forma
combined 2010 revenues of $6.26 billion and pro forma combined
2010 Adjusted EBITDA of $1.27 billion before synergies and $1.57
billion after expected synergies.

Under the terms and subject to the conditions of the agreement,
Global Crossing shareholders will receive 16 shares of Level 3
common stock for each share of Global Crossing common stock or
preferred stock that is owned at closing.  Based on Level 3's
closing stock price on April 8, 2011, the transaction is valued at
$23.04 per Global Crossing common or preferred share, or
approximately $3.0 billion, including the assumption of
approximately $1.1 billion of net debt as of Dec. 31, 2010.

Global Crossing has approximately 79 million basic and preferred
shares outstanding and approximately 83 million shares outstanding
on a fully diluted basis, giving effect to outstanding stock
awards, but excluding performance-based stock grants.

The transaction will create a company with a unique capability to
meet local, national and global customer requirements in a wide
range of markets. By combining the strengths of each company, the
new entity will offer enterprise, government, wholesale, content,
and web-based customers a comprehensive portfolio of end-to-end
data, video and voice solutions.

"This is a transformational combination that we believe will
deliver significant value to the investors, customers and
employees of both Level 3 and Global Crossing," said Jim Crowe,
chief executive officer of Level 3. "The complementary fit between
the two companies' networks, service portfolios and customers is
compelling. By leveraging the respective strengths and extensive
reach of both companies, we are creating a highly efficient and
more extensive global platform that is well-positioned to meet the
local and international needs of our customers."

"This transaction will provide Global Crossing shareholders with
an attractive premium and significant participation in the upside
potential of a leading communications company with industry-
leading scale and capabilities.  The combined service
capabilities, extensive network assets and talented employees of
the two companies will create a stronger global communications
competitor with compelling offerings in the marketplace," said
John Legere, chief executive officer of Global Crossing.  "Each of
our companies has a reputation for being nimble and flexible in
meeting customers' communications needs, and we expect that to
continue -- with the added benefit of offering customers
significantly greater reach, products and services."

"We're looking forward to welcoming Singapore Technologies
Telemedia, Global Crossing's largest shareholder, as a significant
investor," said Mr. Crowe.  "They are exceptionally sophisticated
managers, with holdings in telecommunications and information
companies in a number of countries.  They know the technology and
they know the industry.  The breadth of their communications
experience and their knowledge of international markets will be a
great asset to us."

"This strategic combination is an important milestone for both
Global Crossing and Level 3, and a value-creating proposition for
all stakeholders," said Lee Theng Kiat, president and chief
executive officer of Singapore Technologies Telemedia (ST
Telemedia).  "Going forward, we believe the combined strengths of
the two companies will position it in a very favorable,
competitive position to expand in the U.S. and compete globally."

"We are committed to creating a high-performing combined business
through a carefully managed integration plan executed by a select
team from both companies," said Jeff Storey, president and chief
operating officer of Level 3.  "We will begin integration planning
immediately and bring an aggressive, disciplined approach to the
process.  After the closing, as we integrate the two operations
and work to achieve our expected synergies, we will be dedicated
to maintaining our focus on providing excellent customer service
and growing our combined revenues."

"The combination improves our balance sheet and credit profile
immediately upon closing with further improvement as we achieve
the benefits of integration. Additionally, the transaction
accelerates the achievement of Level 3's target leverage ratio of
three to five times debt to Adjusted EBITDA," said Sunit Patel,
chief financial officer of Level 3. "Including the benefit of
synergies and the cost of integration, we expect the transaction
to be accretive to Level 3's Free Cash Flow per share in 2013 and
to give us the financial strength to capitalize on the many
opportunities available in the global market."

                     Benefits of the Transaction

   (A) Significant Synergy Opportunities

Through integration of the combined businesses, the transaction is
expected to create substantial annualized Adjusted EBITDA
synergies of approximately $300 million and annualized capital
expenditure reduction of approximately $40 million.  Level 3
expects to realize approximately two-thirds of the run rate
Adjusted EBITDA synergies within 18 months of closing.  The
company estimates that the net present value of the potential
synergies will be approximately $2.5 billion.  Of the total
expected synergies, approximately 39% are from network expense
savings, approximately 49% from operating expense savings, and
approximately 12% are from reductions in capital expenditures. The
company expects to incur approximately $200 to $225 million of
integration costs associated with this transaction. Approximately
55% of those costs are expected to be from operating expenses, and
45% are expected to be from capital expenditures to support
integration activities.

   (B) Improved Financial Strength of Combined Business

Including the benefit of synergies and the cost of integration,
the transaction is expected to be accretive to Level 3's Free Cash
Flow per share in 2013. As a result of potential revenue growth
and synergies, over the longer term, Level 3 expects to have
significant Free Cash Flow available for investment in high-return
opportunities, including U.S. and international network
expansions, and potential repurchase of the company's securities.

   (C) Improvement to Level 3's Credit Profile

The transaction is expected to improve Level 3's credit profile as
well as significantly strengthen the company's balance sheet. On a
pro forma basis and including the benefit of expected synergies,
the ratio of net debt (including capital leases) to Adjusted
EBITDA is expected to improve from 6.8x to 4.4x as of Dec. 31,
2010.

   (D) Expanded Global Footprint

Existing customers will benefit from expanded geographic reach and
a combination of intercity networks and metro networks throughout
North America, Latin America and Europe connected by extensive
global subsea networks. The combined business will leverage Global
Crossing's long-term IRU's on the PC1 and EAC cable systems,
focusing on telecom operators based in Asia. The combined network
will serve a worldwide customer set with owned network in more
than 50 countries and reach to more than 70 countries.

   (E) Enhanced and Expanded Service Portfolio

The combined business will offer an extensive portfolio of
transport, IP and data solutions, content delivery, data center,
colocation and voice services, delivered globally. Global Crossing
will bring important additions to Level 3's service portfolio,
including managed services, collaboration services and inter-
continental virtual private networking capability. The combined
service portfolio and distribution channels will allow Level 3 to
better address the needs of enterprises, content providers,
carriers and governments throughout North America, Latin America
and Europe.

   (F) Expanded Enterprise Service Capabilities

Global Crossing's enterprise service portfolio and proven sales
expertise together with the improved cost structure and
performance achievable by combining the extensive international,
intercity and metro networks will enable opportunities for
improved growth by giving enterprises better options to meet their
local, national and international communications needs.

                        Committed Financing

Level 3 Financing, Inc., a wholly owned subsidiary of Level 3, has
received committed financing for $1.75 billion in connection with
this acquisition.

Bloomberg News reports that a person briefed on the transaction
said Bank of America Corp. and Citigroup Inc. agreed to provide
$1.75 billion of debt to Level 3 Communications Inc. as part of
its acquisition of Global Crossing Ltd.

The source has told Bloomberg that BofA and Citi committed to a
12-month bridge financing that backs $650 million in term loans
and $1.1 billion of senior unsecured debt.  The source declined to
be identified because the terms haven't been publicly released.

                       Voting Agreement and
                   Stockholder Rights Agreement

In conjunction with this transaction, Level 3 has signed a Voting
Agreement with ST Telemedia, the company which owns approximately
60% of Global Crossing's stock, whereby ST Telemedia has agreed to
vote its shares in favor of the transaction, subject to certain
terms and conditions.  Level 3 and ST Telemedia have also signed a
Stockholder Rights Agreement, which becomes effective upon closing
and which allows ST Telemedia to designate members to the Level 3
board of directors, proportionate to their stock ownership.  In
addition, the Stockholder Rights Agreement contains a standstill
provision which imposes limitations on ST Telemedia's ability to
purchase or sell Level 3 common stock.

                Approvals and Timing of Transaction

In addition to customary closing conditions, the transaction is
subject to regulatory approvals relating to competition law,
licensing, financing, and foreign ownership, including approvals
by the U.S. Department of Justice, the U.S. Federal Communications
Commission and other regulatory agencies in the U.S. and in
countries where the companies do business. The transaction is also
subject to the approval of the stockholders of each company. The
transaction is expected to close before the end of this year.

                      Stockholder Rights Plan

Level 3 is adopting a Stockholder Rights Plan.  The Rights Plan is
designed to protect Level 3's federal Net Operating Losses from
the effect of Internal Revenue Code Section 382, which can
restrict the use of NOLs. The completion of the business
combination with Global Crossing would move Level 3 significantly
closer to the 50% ownership change outlined in Section 382, and
increase the likelihood of a loss of Level 3's valuable NOLs.  The
rights under the Rights Plan will expire under the circumstances
described in the separate release announcing its adoption.  In
addition, Level 3's board of directors intends, from time to time
-- and in particular upon the closing of the transaction -- to
consider whether maintaining the Rights Plan continues to be in
the best interests of Level 3.

                             Advisors

BofA Merrill Lynch, Citi and Morgan Stanley acted as advisors to
Level 3, and Rothschild provided a fairness opinion.  Willkie Farr
& Gallagher LLP acted as legal counsel to Level 3.  Goldman, Sachs
& Co. acted as financial advisor and Latham & Watkins acted as
legal counsel to Global Crossing. Credit Suisse Securities (USA)
LLC acted as financial advisor to ST Telemedia.

                       Conference Call and Webcast

Level 3 and Global Crossing held a joint investor and media
conference call to discuss the announcement on April 11 at 9:00
a.m. EDT.

                           *     *     *

Roger Cheng and Spencer E. Ante, writing for The Wall Street
Journal, note that Level 3 and Global Crossing, which had market
values of more than $40 billion in early 2000, have survived an
industry shakeout but struggled to build profitable businesses
despite a surge in Internet services.

Messrs. Cheng and Ante relate that the deal is expected to close
by year-end.  The combined company, the report says, will have a
3.3% share of the U.S. market for transport and Internet business
services, according to Atlantic-ACM analyst Aaron Blazar.  Mr.
Blazar said the total U.S. market was valued at $30 billion last
year, and it is expected to grow by $4.5 billion through 2015.

                       About Global Crossing

Based in Hamilton, Bermuda, Global Crossing Limited (NASDAQ: GLBC)
-- http://www.globalcrossing.com/-- is a global IP, Ethernet,
data center and video solutions provider with the world's first
integrated global IP-based network.

The Company's balance sheet at Dec. 31, 2010 showed $2.31 billion
in total assets, $2.79 billion in total liabilities and $477
million in total stockholders' deficit.

                           *     *     *

As reported by the Troubled Company Reporter on March 31, 2010,
Standard & Poor's Ratings Services raised all its ratings on
Global Crossing, including the corporate credit rating to 'B' from
'B-'.  The outlook is stable.  S&P assigned its 'CCC+' issue-level
rating and '6' recovery rating to Global Crossing's proposed $150
million of senior unsecured notes due 2019.  The '6' recovery
rating indicates S&P's expectation for negligible (0%-10%)
recovery in the event of a payment default.

                    About Level 3 Communications

Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc. (NASDAQ: LVLT) -- http://www.level3.com/-- is a publicly
traded international communications company with one of the
world's largest communications and Internet backbones.

The Company's balance sheet at Dec. 31, 2010, showed $8.35 billion
in total assets, $8.51 billion in total liabilities and
a $157 million stockholders' deficit.

Level 3 Communications carries a 'Caa1' corporate family rating,
and 'Caa2' probability of default rating, with negative outlook
from Moody's, a 'B-' issuer default rating from Fitch, and 'B-'
long term issuer credit ratings from Standard & Poor's.


LEVEL 3: Planned Purchase of GCI Cues Moody's Review for Upgrade
----------------------------------------------------------------
Moody's Investors Service (Moody's) will review Level 3
Communications Inc.'s (Level 3) ratings for possible upgrade
in light of the company's announcement that will acquire
Global Crossing Limited (Global Crossing) in a share exchange
transaction that was announced earlier.  Level 3 has Caa1
corporate family and probability of default ratings.  Depending
on relative seniority, individual instruments are rated B1, Caa1
and Caa3.

Since Moody's expects the transaction to result in reduced
leverage and improved free cash generation, Level 3's ratings have
been placed on review for possible upgrade.  It should be noted
however, that depending on the amount of debt that remains at the
Global Crossing entities and that debt's anticipated structural
seniority relative to debt at Level 3, instrument ratings for
Level 3's debt may remain unchanged even if the CFR and PDR are
upgraded.  In the interim, all ratings remain unchanged.

Pending normal regulatory and shareholder approvals, the
transaction is expected to close by year-end.  Moody's review is
anticipated to conclude at approximately the same time and will
focus on the magnitude and timing of synergies, the costs of
achieving them, related execution risks, liquidity planning,
and the combined entity's credit profile once steady state
is achieved.  Global Crossing's financial profile is more
conservative than Level 3's (4.5x Debt/EBITDA vs. 7.8x Debt/
EBITDA (all quoted metrics incorporate Moody's standard
adjustments)), but its margins are weaker (17% vs. 27%).  Pre-
synergies, the transaction is margin dilutive (approximately 23%)
but de-leveraging (to approximately 6.5x).  Depending on synergies
and the proportion of implementation costs that may be debt-
financed, combined leverage could improve into the high 5x range.
However, Moody's thinks the key to the rating will be resulting
free cash potential.  Even with full synergy realization, Level
3's margins return only to pre-transaction levels.  However,
depending on the combined entity's capital expenditure intensity,
Level 3's historically lackluster free cash generation will be
bolstered and further de-levering may be possible.

Outlook Actions:

   Issuer: Level 3 Communications, Inc.

   -- Outlook, Changed To Rating Under Review From Stable

   Issuer: Level 3 Financing, Inc.

   -- Outlook, Changed To Rating Under Review From Stable

On Review for Possible Upgrade:

   Issuer: Level 3 Communications, Inc.

   -- Probability of Default Rating, Placed on Review for Possible
      Upgrade, currently Caa1

   -- Corporate Family Rating, Placed on Review for Possible
      Upgrade, currently Caa1

   -- Senior Unsecured Conv./Exch. Bond/Debenture, Placed on
      Review for Possible Upgrade, currently Caa3 (LGD5, 89%)

   -- Senior Unsecured Regular Bond/Debenture, Placed on Review
      for Possible Upgrade, currently Caa1 (LGD4, 55%)

   Issuer: Level 3 Financing, Inc.

   -- Senior Secured Bank Credit Facility, Placed on Review for
      Possible Upgrade, currently B1 (LGD1, 8%)

   -- Senior Unsecured Regular Bond/Debenture, Placed on Review
      for Possible Upgrade, currently Caa1 (LGD4, 55%)

Summary Rating Rationale

Level 3's corporate family and probability of default ratings are
Caa1; the company's ratings are under review for possible upgrade.
Absent the benefits of the pending acquisition of Global Crossing,
the primary ratings influence continues to stem from concerns
that the company's capital structure is not sustainable over the
long term.  While Level 3 has a fundamentally sound business
proposition, being well positioned as a network infrastructure
provider to benefit from expanding bandwidth demand and the
conversion of telephony to IP-based capacity, Moody's is concerned
that the company will not consistently be able to generate enough
cash flow to cover both capital expenditures and interest expense
and have any surplus with which to reduce its debt load.  The
viability of Level 3's capital structure depends on top-line
growth and margin expansion.  In the context of relatively low
general economic growth and with significant competition, it is
not clear Moody's can expect more than moderate cash flow growth
for the next year or two.  This is quite important given
pending refinance activity related to 2013/2014 maturities.
Notwithstanding this, Level 3 has consistently demonstrated
access to the capital markets and maintains relatively large
cash balances that generally provide adequate forward cover for
+/- 18 months of operations.

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

Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc. (Level 3) is a publicly traded international communications
company with one of the world's largest communications and
internet backbones.


LEVEL 3: Fitch Puts 'B-' Issuer Default Rating on Watch Positive
----------------------------------------------------------------
Fitch Ratings has placed the 'B-' Issuer Default Rating assigned
to Level 3 Communications, Inc. (LVLT) and its wholly owned
subsidiary Level 3 Financing, Inc., on Rating Watch Positive.

Approximately $6.5 billion of debt outstanding as of Dec. 31, 2011
is affected by Fitch's action.

The rating actions follow LVLT's announcement that the company
entered into definitive agreements to acquire Global Crossing
Limited in a tax free, stock for stock transaction valued at
approximately $3 billion (including the assumption of $1.1 billion
of net debt).  The transaction is subject to usual and customary
closing conditions including shareholder and regulatory approval
and is expected to close by the end of 2011.

Fitch believes that the proposed transaction will strengthen
LVLT's competitive position by improving the breadth and depth of
LVLT's service offering, positioning the company to expand into
new markets and broadening the spectrum of customers the company
serves including large multi-national enterprise customers.  As of
year-end 2010, approximately 40% of LVLT's Core Network Service
revenue was derived from large and mid-sized business customers
and pro forma for the proposed transaction, the share of CNS
revenue generated from large and mid-sized customers increases to
approximately 56%.

The proposed transaction will de-lever LVLT's balance sheet and,
predicated on the company's ability to realize anticipated cost
synergies, enable the company to further improve credit protection
metrics and generate positive free cash flow.  LVLT's leverage,
pro forma for the proposed transaction, as of year-end 2010 was
6.2 times (x), a significant improvement from nearly 7.6x.  Fitch
expects the focus of LVLT's capital structure strategy will
remain on strengthening the company's overall credit profile
and efficiently manage its maturity profile.  LVLT reiterated a
target leverage ratio of 3.0x to 5.0x.

LVLT expects that the transaction will generate annualized cost
synergies of approximately $340 million, including annualized
capital expenditure reduction of approximately $40 million,
which from Fitch's perspective is a reasonable target given the
opportunity to combine network operations and migrate more data
traffic on LVLT's network.  LVLT expects to incur approximately
$200 to $225 million of integration costs associated with the
transaction. Network expense savings account for approximately 39%
of the total expected cost synergies.  These cost synergies are
primarily related to eliminating redundant network capabilities.
Approximately 49% of the expected cost synergies are from
operating expense savings.

From Fitch's perspective, LVLT's ability to manage the
integration process and limit the disruption to the company's
overall operations is key to the success of the transaction.
Fitch points out that the integration of long-haul assets
associated with the acquisition of Global Crossing is less
complicated than an integration of an acquisition that focuses on
metro-assets.  Moreover the company previously has successfully
integrated long-haul centric asset acquisitions.

Overall, Fitch's ratings incorporate LVLT's highly levered
balance sheet, its weaker competitive position and lack of scale
relative to larger and better capitalized market participants.
The lingering effects of the recession weakened LVLT's credit
and operating profile during 2010.  Fitch anticipates that the
tendency for the demand for telecommunication services to lag
economic recovery will likely hamper revenue growth during the
first half of 2011 leading to nominal overall revenue growth for
the full year and a modest improvement in LVLT's operating profile
during 2011.

LVLT's weaker operating performance has resulted in an erosion
of credit protection metrics.  For the year ended Dec. 31, 2010,
leverage was approximately 7.6 times (x), a marked increase
from 7.04x as of Dec. 31, 2009.  Fitch expects that that LVLT's
leverage metric will range between 7.4x and 7.6x as of year-end
2011.  Fitch believes that LVLT's credit profile is firmly
positioned within the current rating category.

LVLT's liquidity position is primarily supported by cash
carried on its balance sheet, which as of Dec. 31, 2010, totaled
approximately $616 million ($727 million on a pro forma basis
after considering the issuance of LVLT's 11.875% notes due 2019
issued in part in exchange for LVLT's 9% convertible notes due
2013, the redemption of LVLT's 5.25% convertible notes due 2011,
the issuance of Level 3 Financing's notes due 2019, and the
redemption of $443 million of Level 3 Financing's 9.25% senior
notes due 2014).  The company does not maintain a revolver and
relies on capital market access to replenish cash reserves, which
in Fitch's opinion limits the company's overall financial
flexibility.

LVLT does not have any maturities scheduled during the remainder
of 2011, and 2012 scheduled maturities total approximately
$299 million.  From Fitch's perspective, LVLT's existing cash
balance positions the company to satisfy its 2012 scheduled
maturities and to fund anticipated free cash flow deficits during
a period of expected weak operating performance and free cash
flow generation. Considering capital market activity during the
beginning of 2011, LVLT's 2013 scheduled maturities total
approximately $400 million and $2.5 billion (pro forma for the
$443 million redemption of Level 3 Financing's 9.25% senior notes
due 2014) in 2014.  As previously demonstrated, Fitch expects the
company to maintain access to the capital markets and bring the
scheduled maturities in line with existing liquidity resources and
free cash flow expectations.

Following the generation of approximately $44 million of free
cash flow during 2009, the company swung to a free cash flow
deficit of approximately $97 million during 2010.  Based on its
expectation for stable operating margins and capital intensity
metrics substantially similar to those experienced during 2010,
Fitch does not expect LVLT to generate positive free cash flow
during 2011.

Resolution of the rating watch will largely be based on Fitch's
review of LVLT's capital structure and an assessment of the risks
associated with and LVLT's ability to capture anticipated cost
synergies.

Fitch has placed these ratings on Rating Watch Positive:

   LVLT:

   IDR 'B-';

   -- Senior Unsecured Notes 'CCC/RR5'.

   Level 3 Financing, Inc.:

   -- IDR 'B-';

   -- Senior Secured Term Loan 'BB-/RR1';

   -- Senior Unsecured Notes 'B+/RR2'.


LEVEL 3: S&P Places 'B-' Corp. Credit Rating on Watch Positive
--------------------------------------------------------------
Standard & Poor's Ratings Services said it placed its ratings on
Broomfield, Colo.-based Level 3 Communications Inc. on CreditWatch
with positive implications following the company's announcement
that it would acquire Global Crossing Ltd.  Level 3 operates a
global communications network providing transport of voice, data,
and video as well as managed services.

"We also placed the 'CCC' senior unsecured issue-level ratings at
Level 3 and its wholly owned subsidiary Level 3 Financing Inc. on
CreditWatch with positive implications.  At the same time, we
placed the 'B+' senior secured issue-level ratings at Level 3
Financing on CreditWatch with developing implications, based on
the company's plans to increase secured debt at this entity.  We
would lower the senior secured debt ratings if we do not raise the
corporate credit rating on Level 3, and we revise our recovery
ratings on this debt," S&P stated.

Meanwhile, all ratings on Bermuda-based Global Crossing Ltd.,
including the 'B' corporate credit rating on the parent entity and
the 'B-' corporate credit rating on its wholly owned subsidiary
Global Crossing (U.K.) Telecommunications Ltd., are unchanged.
"We expect the Global Crossing debt to be repaid upon the
transaction's closing or soon thereafter and would expect
to withdraw all ratings on Global Crossing at that time.  Level 3
reported approximately $6.5 billion of total outstanding debt at
Dec. 31, 2010, while Global Crossing reported consolidated debt of
nearly $1.5 billion as of the same date," S&P noted.

The CreditWatch action follows the announcement of a definitive
agreement wherein Level 3 will acquire Global Crossing in an all-
stock transaction valued at $3 billion, including the assumption
of $1.1 billion of Global Crossing net debt.  The transaction is
subject to a number of U.S. and European regulatory approvals, and
also requires approval by a majority of Level 3 shareholders.  The
companies expect the transaction to close before the end of
2011.

"If the transaction is consummated under the terms outlined
by the companies, we would expect to analytically view Global
Crossing on a consolidated basis with Level 3," said Standard
& Poor's credit analyst Richard Siderman.  "Thus, we would
expect to maintain a corporate credit rating on Level 3 and
withdraw our corporate credit rating on Global Crossing Ltd.
and its U.K. subsidiary.  Based on current information, we
believe the corporate credit rating on Level 3 would be either
'B' or 'B-' after the Global Crossing acquisition," S&P stated.

Level 3 said it estimates potential annual EBITDA improvement
of $300 million from operating synergies, with approximately
$200 million of these benefits achieved on a run-rate basis
within 18 months of closing.  Level 3 estimates that close to
half of the operating savings would come from reducing the
amount of leased network capacity, including for termination,
and putting more traffic on the combined entity's expanded
network.

"We expect a merger to yield some initial reduction in Level 3's
debt leverage," added Mr. Siderman. (Global Crossing's debt to
last-12-month EBITDA, including our adjustments, was about 4.5x
at the end of 2010, compared to more than 8x for Level 3 as of
the same date).  However, the potential for an upgrade of Level 3
would largely depend on our view of the combined entity's business
risk profile and the magnitude, timing, and achievability of
operating synergies and the resultant reduction in leverage and
improvement in cash flow," S&P elaborated.

"In resolving the CreditWatch listing, we expect to review the
companies' integration plans and the basis of their expected
operating and capital spending synergies.  We could resolve the
CreditWatch on Level 3's corporate credit rating within the next
90 days if the outcome is an affirmation of the current 'B'
corporate credit rating.  An upgrade predicated on the completion
of the transaction may not take place until the completion of the
transaction, although we would still expect to signal our
intentions within the initial 90-day review period," S&P added.


LIZ CLAIBORNE: S&P Cuts Corporate Credit Rating to 'SD'
-------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on New York City-based Liz Claiborne Inc. to 'SD'
(selective default) from 'CC'.  "At the same time, we lowered the
issue rating on Liz Claiborne's 5.0% euro notes due 2013 to 'D'
from 'CC'.  The recovery rating on this issue remains unchanged at
'6', indicating our expectation of negligible (0% to 10%) recovery
for lenders in the event of a payment default.  We removed both
the corporate credit rating and issue-level rating on the euro
notes from CreditWatch with negative implications where they were
placed on March 11, 2011, following the company's tender offer
announcement," S&P stated.

"In addition, we have assigned our 'B-' issue-level rating to
the company's new $220 million 10.5% senior secured notes due
2019.  We also assigned a recovery rating on this issue of '3',
indicating our expectation of meaningful (50% to 70%) recovery for
lenders in the event of a payment default.  The company is using
the net proceeds of this offering primarily to fund its cash
tender offer," S&P noted.

The rating actions follow Liz Claiborne's April 8 settlement of
its partial tender of the euro notes that was funded with proceeds
from the new senior secured notes.

"Under our criteria, we assess the tender offer as distressed
and the completed transaction as tantamount to default," said
Standard & Poor's credit analyst Jeffrey Burian.  "It is our
understanding that the remaining outstanding balance of the
senior euro notes continue to perform, and therefore we believe
there is no contractual default, nor any cross-default to other
debt obligations.  We expect to assign ratings reflective of the
company's revised capital structure in the very near future."

The issuance of the new notes will extend some of the company's
debt maturities, although it's likely that Liz Claiborne remains
very highly leveraged.  "It is our opinion that weak consumer
spending will hamper the company's ability to materially improve
its operating performance over the next 12 months, but that the
company will have adequate liquidity over the near term," said Mr.
Burian.

The 'B-' issue-level rating on the new senior secured notes is
based on Standard & Poor's preliminary view of raising the
corporate credit rating to 'B-' following completion of the tender
offer.


LOCATEPLUS HOLDINGS: Christian Williamson Resigns From Board
------------------------------------------------------------
The Board of Directors of LocatePLUS Holdings Corporation, on
April 7, 2011, accepted with regret the voluntary resignation of
Christian Williamson as Chairman and Director.  Mr. Williamson
resigned to pursue other pressing business obligations.  The Board
did not immediately appoint a replacement Director or Chairman.

"We are sorry to lose the leadership, wise counsel and guidance of
Mr. Williamson" said Ronald Lifton.  "We wish him well and express
our deep appreciation for his efforts."

                    About LocatePLUS Holdings

Beverly, Mass.-based LocatePLUS Holdings Corporation, through
itself and its wholly-owned subsidiaries LocatePLUS Corporation,
Worldwide Information, Inc., Entersect Corporation, Dataphant,
Inc., and Employment Screening Profiles, Inc. are business-to-
business, business-to-government and business-to-consumer
providers of public information via its proprietary data
integration solutions.

In the Form 10-Q for quarter ended Sept. 30, 2010, the Company
noted that it has sustained net losses of $639,916 and
$2.8 million for the fiscal periods ended Sept. 30, 2010, and Dec.
31, 2009, respectively.  The Company has an accumulated deficit of
$53.9 million, a stockholders' deficit of $9.0 million and a
working capital deficit of $6.3 million at Sept. 30, 2010.  These
factors raise substantial doubt about the Company's ability to
continue as a going concern, the Company said.

The Company's balance sheet at Sept. 30, 2010, showed
$2.5 million in total assets, $11.5 million in total liabilities,
and a stockholders' deficit of $9.0 million.


LODGE AT BIG SKY: Court Wants Plan Filed by April 22
----------------------------------------------------
Judge Ralph B. Kirscher has given The Lodge at Big Sky, LLC, and
The Lodge at Big Sky Management Company, LLC, two weeks -- until
April 22 -- to file a Chapter 11 plan.  Judge Kirscher deferred
ruling on the requests by the U.S. Trustee to dismiss the Debtors'
cases or convert the cases to Chapter 7.

The Court would like the opportunity to review a consolidated
Chapter 11 plan to see if the Debtors' have any reasonable
prospect of moving forward under the direction of Jeffrey
Quackenbush, the managing member of Lodge and Management, Judge
Kirscher said.

In the same ruling, the Court approved the substantive
consolidation of the Debtors' cases, saying they are hopelessly
intertwined that it is impossible to treat Lodge and Management as
two separate entities.

The Court also held that First Financial Bank N.A. is entitled to
adequate protection, which is Lodge's immediate payment of the
past due property taxes.

A copy of the Court's April 8, 2011 Memorandum of Decision is
available at http://is.gd/m3lRalfrom Leagle.com.

The Lodge at Big Sky, LLC, and The Lodge at Big Sky Management own
and operate a 90-unit condominium hotel in Big Sky, Montana.
Lodge and Management filed for Chapter 11 (Bankr. D. Mont. Case
Nos. 10-62229 and 10-62230) on Sept. 14, 2010, represented by
James A. Patten, Esq. -- japatten@ppbglaw.com -- at Patten,
Peterman, Bekkedahl & Green, P.L.L.C.  Both Debtors did not
disclose total assets but reported under $10 million in debts.


MAIL-SORT INC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Mail-Sort, Inc.
        9729 Lackman Road
        Lenexa, KS 66219-1207

Bankruptcy Case No.: 11-20959

Chapter 11 Petition Date: April 7, 2011

Court: United States Bankruptcy Court
       District of Kansas (Kansas City)

Judge: Robert D. Berger

Debtor's Counsel: Joanne B. Stutz, Esq.
                  EVANS & MULLINIX PA
                  7225 Renner Road., Suite 200
                  Shawnee, KS 66217
                  Tel: (913) 962-8700
                  E-mail: jbs@evans-mullinix.com

Scheduled Assets: $585,998

Scheduled Debts: $4,714,010

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ksb11-20959.pdf

The petition was signed by John E. Grauberger, Jr., president.


MANITOWOC CO: Moody's Holds B2 Corp. Family Rating; Outlook Stable
------------------------------------------------------------------
Moody's Investors Service changed Manitowoc Company, Inc.'s
(Manitowoc) ratings outlook to stable from negative and assigned a
Speculative Grade Liquidity rating of SGL-3 indicating adequate
liquidity.  Concurrently, Moody's affirmed the company's B2
Corporate Family Rating (CFR) and Probability of Default Rating
(PDR) as well as the company's instrument ratings.

Ratings Rationale

The change in rating outlook to stable from negative reflects the
expectation for increased sales and higher margins in both the
company's food service and crane operations in 2011.  The
company's food serve operations grew by 4% in 2010.  Although
Manitowoc's crane sales declined by 23.5% in 2010, this was a
significant improvement from 2009's 41% decline.  For 2011,
Moody's anticipates the crane operations will stabilize further.

The affirmation of the B2 CFR and PDR considers that while
Manitowoc's leverage will likely remain at an elevated level
for the rating category for at least the next year, Moody's
anticipates that the company will generate positive free cash
flow in 2011 and improve its debt coverage ratios.  A primary
consideration in the ratings affirmation was the company's track
record of reducing debt during the downturn with cash from
operations and asset sales.  Manitowoc's credit profile also
benefits from significant international diversification and from
sales in various emerging markets that are growing faster than its
domestic business.

The assignment of the SGL-3 rating reflects the expectation for
positive free cash flow in 2011 along with over $300 million of
anticipated revolver availability on the company's $400 million
revolver.  Moody's anticipates a sufficient improvement in the
company's credit metrics in 2011 so as to allow for meaningful
room under the company's covenants.

Assignments:

   Issuer: Manitowoc Company, Inc. (The)

   -- Speculative Grade Liquidity Rating, Assigned SGL-3

   Outlook Actions:

   -- Issuer: Manitowoc Company, Inc. (The)

   -- Outlook, Changed To Stable From Negative

Adjustments:

   Issuer: Manitowoc Company, Inc. (The)

   -- Senior Secured Bank Credit Facility Nov 6, 2013, changed to
      LGD2, 21 % from LGD2, 18 %

   -- Senior Secured Bank Credit Facility Nov 6, 2014, changed to
      LGD2, 21 % from LGD2, 18 %

   -- Senior Secured Bank Credit Facility Nov 6, 2013, changed to
      LGD2, 21 % from LGD2, 18 %

   -- Senior Unsecured Regular Bond/Debenture Nov 1, 2013, changed
      to LGD5, 75 % from LGD5, 73 %

   -- Senior Unsecured Regular Bond/Debenture Feb 15, 2018,
      changed to LGD5, 75 % from LGD5, 73 %

   -- Senior Unsecured Regular Bond/Debenture Nov 1, 2020, changed
      to LGD5, 75 % from LGD5, 73 %

The ratings and/or outlook could be pressured if EBITA/interest
expense or Debt to EBITDA materially weakened from current levels
over the next few quarters or if Debt to EBITDA was not on track
to decline by at least half a turn by the end of 2011.  For 2010,
EBITA/interest was 1.2x while debt/EBITDA was 6.8 times as
adjusted by Moody's.  The rating could also come under pressure
if below-expectation performance resulted in meaningful tightness
under its covenants.

The rating outlook could be changed to positive if leverage was
expected to improve to under 5x in the next twelve months and was
expected to continue to improve.  EBITA coverage of interest of
over 2 times that was deemed to be improving would also support
positive ratings traction.  A meaningful rebound in the domestic
construction market would also be supportive of positive ratings
action.

Moody's last rating action on Manitowoc was on October 13, 2010,
when Moody's assigned a B3 rating to Manitowoc's $600 million of
senior unsecured notes.  Moody's affirmed the company's B2
corporate family rating (CFR) and probability of default rating
(PDR).

The principal methodologies used in rating Manitowoc Company Inc.
were Global Manufacturing Industry published in December 2007, and
Loss Given Default for Speculative-Grade Non-Financial Companies
in the U.S., Canada and EMEA published in June 2009.  Other
methodologies and factors that may have been considered in the
process of rating this issuer can also be found on Moody's
website.

The Manitowoc Company, Inc., headquartered in Manitowoc, WI, is a
diversified global manufacturer supporting the construction and
foodservice end markets. Revenues for 2010 were approximately
$3.1 billion.


MARCHFIRST INC: Court Sustains Objection to CIT Admin. Claims
-------------------------------------------------------------
Bankruptcy Judge A. Benjamin Gojdgar ruled on (1) the motion for
summary judgment filed by Andrew J. Maxwell, the chapter 7 trustee
in the case of marchFirst, Inc. and its affiliates, on his
supplemental objections to two amended requests for payment of
administrative expenses filed by CIT Communications Finance
Corporation, (2) CIT's cross-motion for summary judgment on its
amended requests, and (3) CIT's motion to compel payment of both
its original and amended requests.  CIT asks to be compensated for
millions of dollars in telecommunications equipment it leased to
some of the debtors, equipment it says Maxwell never returned.
Mr. Maxwell objects on two grounds: (1) the amended requests are
untimely; and (2) the amended requests are barred under the
doctrine of claim preclusion.

Judge Gojdgar said Mr. Maxwell is right on both grounds.
Accordingly, the Chapter 7 Trustee's supplemental objections are
sustained, and his motion for summary judgment is granted.  CIT's
cross-motion for summary judgment on the amended requests is
denied, and the motion to compel payment is denied to the extent
it relates to the amended requests.

CIT leased telecommunications equipment pre-petition to
marchFirst.

A copy of the Court's April 11, 2011 Amended Memorandum Opinion is
available at http://is.gd/f7cBsOfrom Leagle.com.

                      About marchFirst

Based in Chicago, Illinois, marchFirst, Inc., was an Internet
professional services provider.  marchFirst and its debtor-
affiliates filed for Chapter 11 protection (Bankr. D. Del. Case
Nos. 01-01381; 01-01383 through 01-01403) on April 12, 2001,
listing $789,286,000 in total assets and $427,482,000 in total
liabilities.  On April 26, 2001, the cases were converted to
Chapter 7 and transferred to the Northern District of Illinois
(Bankr. N.D. Ill. Case No. 01-24742).  Andrew J. Maxwell, Esq.,
was appointed Chapter 7 trustee to oversee the liquidation of the
Debtors' estate, and is represented by Steven S. Potts, Esq., and
Kathleen M. McGuire, Esq., at Maxwell and Potts, LLC.


MARVKY CORP: Amends Plan Outline Ahead of Tomorrow's Hearing
------------------------------------------------------------
Marvky Corporation submitted to the U.S. Bankruptcy Court for the
District of Texas an amended disclosure statement explaining a
Chapter 11 plan of reorganization on April 1, 2011.

Marvyk filed the original version of the Plan and the Disclosure
Statement on Feb. 1, 2011.  But the Court on March 17 expressed
concerns regarding the Disclosure Statement.
The Disclosure Statement, as amended April 1, 2011, explains that
the Plan is based on selling Maryland Lakes, which was
accomplished on March 28, 2011 resulting in the satisfaction of
most debts secured by Maryland Lakes.

The Plan also contemplates repairing Hammerly Walk, continuing to
operate the property making monthly interest payments to Fannie
Mae and within 18 months refinancing the property.  The creditors
who hold claims secured by Hammerly Walk will be paid in full in
connection with the refinancing of the property.  The unsecured
creditors will be paid in-full over 60 months.

The Plan designates four Classes of Claims.

The first class encompasses administrative claims.  Generally,
these claims are the claims of the professionals assisting the
Debtor, and fees which are to be paid to the US Trustee's office
in connection with the Chapter 11 proceeding.  These allowed
administrative claims will be paid on the Effective Date or upon
approval of the professional fees by the Bankruptcy Court.

Class Two is made up of the various claims against the Debtor
which are secured by the real or personal property of the Debtor.
Generally the secured claims are made up of the amounts due Fannie
Mae, certain taxing authorities and potentially certain parties
asserting M&M Liens.  With regard to Class 2(a), secured tax
claims, those related to Maryland Lakes were paid-in full in
connection with the sale of Maryland Lakes.  The secured tax
claims related to Hammerly Walk, will be paid with the funds
available in the Tax Escrow account.  Class 2(b) is comprised on
Fannie Mae's secured claim.  The portion of the Fannie Mae
claim related to Maryland Lakes, subject to resolution of some
fees and charges, has been mostly satisfied from the sales
proceeds.  Principal and contract interest of $112,000 remains
unpaid after the closing, but there remains $284,000 in "holdback"
funds.  To the extent that an amount remains due under the
Maryland Lakes Note after resolution of the disputes related to
fees and charges connected with the sale of Maryland Lakes, the
amount will be added to the principal due on the Hammerly Walk
Note.  The principal and interest due on the Hammerly Walk Note
and other charges (if any) on the Effective Date will be the
secured claim of Fannie Mae.  The Reorganized Debtor will pay
Fannie Mae in equal monthly installments interest only payments on
Fannie Mae's secured claim at 4.5% for 18 months.  After 18
months, the Hammerly Walk Note will mature and the full principal
and any accrued, but unpaid interest, will be due.  If, as the
Debtor anticipates, the Hammerly Walk Note is refinanced during
the 18 month period, the Hammerly Walk Note will be paid when the
property is refinanced.  Lastly with regard to Class 2, various
creditors have filed purported M&M Liens and similar claims, to
the extent they are secured claims, comprise Class 2(c).  The
Debtor believes that many of these claims were paid in full or
part pre-petition or that the purported lien had expired pursuant
to state law.  To the extent the claims are Allowed Secured
Claims, they will be paid in full as provided in Class Four, or if
sooner, in connection with the refinance of Hammerly Walk.

Class Three provides for payment of certain priority unsecured
claims for employee compensation and claims by the Texas Workforce
Commission and the US Treasury Department (IRS).  The Debtor does
not believe any amounts are due for employee compensation or for
priority unsecured tax claims.  However, to the extent amounts are
due, they will be paid in full on the
Effective Date or once Allowed.

Allowed unsecured claimants comprise Class Four.  The general
unsecured creditors will be paid in full by the Debtor, pro-rata,
over 60 months.  Payments will begin approximately two and a half
months after the Effective Date.  Included within Class Four (4)
are the claims of CNC, the management company providing certain
services to the Debtor, and CNC Developers.  CNC's Claim will
first be off-set by the amounts advanced to CNC pre-petition.
After this off-set, CNC and CNC Developer's claims will be
included with the General Unsecured Creditor Claims.

The Court has set a hearing for 11:00 a.m. on April 14, 2011 to
consider approval of the Amended Disclosure Statement.

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

                     About Marvky Corporation

Houston, Texas-based Marvky Corporation develops, manages and
leases two apartment complexes, one in Houston Texas, Hammerly
Walk, and one in Phoenix Arizona, Maryland Lakes.  The Company
filed for Chapter 11 protection (Bankr. S.D. Tex. Case No. 10-
37786) on Sept. 6, 2010.  John Akard, Jr., Esq., at John Akard Jr.
P.C., represents the Debtor.  The Debtor estimated assets at
$10 million to $50 million and debts at $1 million to $10 million.


MARVKY CORP: Fannie Mae Cash Collateral Use Expires Tomorrow
------------------------------------------------------------
At a March 17, 2011 hearing held before the U.S. Bankruptcy Court
for the District of Texas, Fannie Mae orally agreed to extend its
consent for Marvky Corporation to the use of cash collateral.

The use of cash collateral is extended to April 14, 2011.

                     About Marvky Corporation

Houston, Texas-based Marvky Corporation develops, manages and
leases two apartment complexes, one in Houston Texas, Hammerly
Walk, and one in Phoenix Arizona, Maryland Lakes.  The Company
filed for Chapter 11 protection on September 6, 2010 (Bankr. S.D.
Tex. Case No. 10-37786).  John Akard, Jr., Esq., at John Akard Jr.
P.C., represents the Debtor.  The Debtor estimated assets at
$10 million to $50 million and debts at $1 million to $10 million.


MERCER BUILDING: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Mercer Building & Design, Inc.
        fdba Beaufort Building & Realty, Inc.
             Traditional Farms, LLC
             Mercer Building Company
        106-B Professional Park Drive
        Beaufort, NC 28516

Bankruptcy Case No.: 11-02716

Chapter 11 Petition Date: April 7, 2011

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

Judge: J. Rich Leonard

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: $5,102,598

Scheduled Debts: $2,927,543

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/nceb11-02716.pdf

The petition was signed by Gary A. Mercer, president.


METRO ENERGY: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Metro Energy Group, Inc.
        1500 N. Market Street, Suite B-106
        Shreveport, LA 71107

Bankruptcy Case No.: 11-10851

Chapter 11 Petition Date: April 7, 2011

Court: United States Bankruptcy Court
       Western District of Louisiana (Shreveport)

Judge: Stephen V. Callaway

Debtor's Counsel: Julia E. Blewer, Esq.
                  DAVIDSON, JONES & SUMMERS, APLC
                  509 Market St., Suite 800
                  Shreveport, LA 71101
                  Tel: (318) 424-4342
                  Fax: (318) 226-0168
                  E-mail: jblewer@djslawfirm.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/lawb11-10851.pdf

The petition was signed by James R. Holcomb, vice president.


METROLINA PROPERTIES: Case Summary & Creditors List
---------------------------------------------------
Debtor: Metrolina Properties Limited Partnership
        1341 E. Morehead Street, Suite 201
        Charlotte, NC 28204

Bankruptcy Case No.: 11-30948

Chapter 11 Petition Date: April 8, 2011

Court: U.S. 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 12 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/ncwb11-30948.pdf

The petition was signed by Ronald J. Withrow, manager of Withrow
Capital Investments, LLC, general partner.


MICHAEL MASTRO: Trustee Seeks Court Order to Get Medical Records
----------------------------------------------------------------
Eric Pryne at the Seattle Times reports that the Chapter 11
trustee James Rigby questioned whether Michael R. Mastro, former
Seattle real-estate magnate, remains incapacitated, and suggested
secrecy over his medical condition may be part of a plan to delay
or disrupt an upcoming trial.

According to the report, Mr. Mastro, who was pushed into
Washington's largest bankruptcy ever in July 2009, suffered a
severe head injury in a fall at his Palm Springs home in early
February and was deemed incapable of managing his affairs.

Mr. Rigby's lawyers asked U.S. Bankruptcy Judge Marc Barreca to
order Mastro and his wife, Linda, to turn over all his medical
records since his fall.

Former state Supreme Court Justice Faith Ireland offered to turn
over the medical records she possesses.  Spencer Hall said
Mr. Rigby also wants any records she doesn't have.

The Seattle Times relates that Ms. Ireland filed with the court a
short note from Mastro's doctor, indicating he "is medically not
stable to attend any court-related issues at this time."  Based on
that, Ms. Ireland said, Mr. Mastro still needs a guardian.  Mr.
Rigby's lawyers called the note "ambiguous."

Mr. Rigby has filed a lawsuit seeking to recover millions from
Mastro and others.  The trial, originally scheduled to start last
month, was delayed because of Mr. Mastro's injury.

                     About Michael R. Mastro

Michael R. Mastro began working as a real estate lender and
developer in 1965.  Mr. Mastro, doing business as Mastro
Properties, owned and developed residential, multi-family, and
commercial real estate.  Mr. Mastro's development projects
included residential subdivisions, apartment or condominium
complexes, warehouses, and office buildings.  Mr. Mastro also made
real estate secured loans to borrowers who could put up real
property for collateral.

On July 10, 2009, three banks, Columbia Bank, First Sound Bank,
and Venture Bank, filed an involuntary chapter 7 bankruptcy
petition against Mastro.  Initially, Mastro challenged the basis
for the filing of the petition.  However, in August 2009, Mastro
consented to the bankruptcy petition.  Mastro's bankruptcy filings
list total assets of approximately $250 million and total
liabilities of more than $550 million.

The Securities Administrator of the State of Washington has
alleged that Mr. Mastro violated the Securities Act of Washington.
Among other things, when offering and selling the promissory note
investments, Mr. Mastro caused some investors to believe that
their investments would be secured by life insurance policies that
had Mastro as the insured.  Mr. Mastro failed to disclose to
investors that the life insurance policies were not assigned to
the investors and that the policies did not name the investors as
beneficiaries, so the investors had no protected security interest
in the life insurance policies.


MILACRON HOLDINGS: S&P Puts 'B' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Rating Services said it has assigned its
preliminary 'B' corporate credit rating to Ohio-based Milacron
Holdings Inc. (Milacron) (Milacron) and preliminary 'B' issue-
level rating to Milacron LLC's (a wholly owned subsidiary of
Milacron) proposed $140 million senior secured term loan due 2017.
The preliminary recovery rating on this debt is '3', indicating
our expectation of average recovery (50%-70%) in a default
scenario.  The outlook is stable.

"The preliminary ratings reflect the highly competitive and
cyclical nature of the plastics-processing machinery industry in
which the company operates, as well as the company's weak, though
recently improved, margin profile," said Standard & Poor's credit
analyst Gregoire Buet.  "We expect that currently positive demand
trends should enable the company to gradually improve its
financial metrics following its proposed return of capital to its
shareholders.  We view the company's business risk profile as
vulnerable, despite its well-established market position in North
America and India.  This more than offsets credit measures that,
pro forma for the transaction, will be somewhat stronger than our
expectations for the rating.  Nonetheless, we consider the
financial profile to be aggressive."

The company experienced improving demand in 2010 from very low
levels in 2009.  Higher volumes and cost-reduction measures
(including workforce reductions, significantly reduced pension
costs, and sourcing and shifting of manufacturing capabilities to
low-cost countries) have contributed to bolstered profitability.
Its adjusted operating margins (before depreciation and
amortization) in the high-single-digit range in 2010 remain below
average, however, reflecting varying profitability levels.  "We
consider the profitability of the company's North American
operations as average but its European operations are weaker; the
industrial fluid business, conversely, earns attractive margins.
Milacron operates a moderately high fixed-cost manufacturing
business.  It should, therefore, benefit from higher volumes, but
the highly competitive nature of the industry will, in our view,
likely limit the scope of potential margin expansion.  The company
is also exposed to volatile raw material costs (including steel)
which can pressure margins," S&P related.

"The outlook is stable.  We expect the company's operating
performance to improve in 2011 amid gradual recovery in key
markets and in demand for plastics machinery.  The preliminary
ratings incorporate our expectation of revenue growth in the low
teens in 2011 along with adjusted operating margins (before
depreciation and amortization) expanding modestly towards 10%.
This should lead to gradually strengthening credit measures,
towards levels that are comfortable for the rating, including debt
to EBITDA improving to less than 3x, thus providing some
flexibility for weaker-than-expected operating performance or
small acquisitions," S&P noted.

"We could lower the ratings," Mr. Buet continued, "if adjusted
debt to EBITDA weakens to more than 5x for an extended period,
since this could also affect liquidity, and headroom over
financial covenants would likely become limited.  This could
happen because of weaker demand and deteriorating capacity
utilization among plastic producers, higher costs pressuring
margins towards 5%, or significant debt-financed activities.  On
the other hand, if the intermediate-term outlook for Milacron's
operating performance remains supportive, its credit measures are
sustained at less than 3x adjusted debt to EBITDA, and its
liquidity and financial policies support a higher rating, we
could, over time consider a one-notch upgrade."


MILLENNIUM MULTIPLE: Has OK to Hire Robert Goldstein as Auditor
---------------------------------------------------------------
Millennium Multiple Employer Welfare Benefit Plan obtained
authorization from the Hon. T.M. Weaver of the U.S. Bankruptcy
Court for the Western District of Oklahoma to employ Robert D.
Goldstein, CPA, as auditor.

As reported by the Troubled Company Reporter on March 17, 2011,
the Debtor sought court authorization to hire Mr. Goldstein to
perform his services in order to comply with the required
reporting obligation.  Mr. Goldstein will be paid $61,000 for his
services.

Richardson, Texas-based Millennium Multiple Employer Welfare
Benefit Plan filed for Chapter 11 bankruptcy protection (Bankr.
W.D. Okla. Case No. 10-13528) on June 9, 2010.  G. Blaine Schwabe,
III, Esq., at Mock Schwabe Waldo Elder Reeves & Bryant, assists
the Company in its restructuring effort.  Eric D. Madden, Esq.,
and Brandon V. Lewis, Esq., at Diamond McCarthy LLP, in Dallas;
and Kyung S. Lee, Esq., at Diamond McCarthy LLP, and Kiran A.
Phansalkar, Esq., at Conner & Winters LLP, serve as counsel to the
Official Committee of Unsecured Creditors.  The Company estimated
its assets and debts at $50 million to $100 million as of the
petition date.


MORAR INC: Case Summary & 5 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: MORAR, Inc.
        dba INN at Mulberry Grove
        101 O'Leary Road
        Port Wentworth, GA 31407

Bankruptcy Case No.: 11-40744

Chapter 11 Petition Date: April 7, 2011

Court: United States Bankruptcy Court
       Southern District of Georgia (Savannah)

Debtor's Counsel: James L. Drake, Jr.
                  JAMES L. DRAKE, JR., P.C.
                  P.O. Box 9945
                  Savannah, GA 31412
                  Tel: (912) 790-1533
                  E-mail: jdrake7@bellsouth.net

Scheduled Assets: $937,927

Scheduled Debts: $2,275,703

A list of the Company's five largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/gasb11-40744.pdf

The petition was signed by Anand K. Morar, CEO.


N.J. MOTORSPORTS: TrackRacket Offers to Settle Lawsuit
------------------------------------------------------
Jason Laday at the News of Cumberland County reports that
representatives from anti-noise group TrackRacket have forwarded
an offer to the New Jersey Motorsports Park that they would
"settle" all remaining claims in their lawsuit against the track.

According to the report, details on the offer were scant, as
TrackRacket attorney Oliver Griffin did not return a message left
at his Philadelphia office.  NJMP General Manager Brad Scott
stated he has not had a chance to speak with the park's attorney
regarding the offer.  TrackRacket founder Michelle Post agreed to
give a summary.

The report relates that the anti-noise group's three-count suit
against the track accuses NJMP officials of misleading residents
regarding noise that would result from races and events.  It also
alleges the park's economic benefits to the city were overstated
by NJMP officials during the project's planning stages.  The suit
lists as its aim the curbing of further "noise-generating
developments" at the track, as well as forcing limitations on
current decibel levels.

The plaintiffs are also seeking compensatory damages against the
park for any drop in their property values, notes Mr. Laday.

                   About New Jersey Motorsports

Millville, New Jersey-based New Jersey Motorsports Park, LLC,
filed for Chapter 11 bankruptcy protection (Bankr. D. N.J. Case
No. 11-16752) on March 7, 2011.  Nella M. Bloom, Esq., at Cohen
Seglias Pallas Greenhall & Furman, PC, serves as the Debtor's
bankruptcy counsel.  The Debtor estimated its assets at $100,001
to $500,000 and debts at $10 million to $50 million.

Affiliates New Jersey Motorsports Park Operating Company, LLC
(Bankr. D. N.J. Case No. 11-16772), New Jersey Motorsports Park
Development Association (Bankr. D. N.J. Case No. 11-16776), and
New Jersey Motorsports Park Urban Renewal, LLC (Bankr. D. N.J.
Case No. 11-16778) filed separate Chapter 11 petitions on
March 7, 2011.


NOVELOS THERAPEUTICS: Completes Acquisition of Collectar
--------------------------------------------------------
Novelos Therapeutics, Inc., has completed its acquisition of
Cellectar, Inc., a Wisconsin-based drug development company, in a
stock-for-stock transaction.  Cellectar shareholders received as
consideration shares of Novelos common stock constituting
approximately 85% of the outstanding shares of Novelos common
stock post-acquisition, or 17,001,638 shares of Novelos common
stock, after giving effect to a 1 for 153 reverse stock split
effected by Novelos following the close of market on April 8,
2011.  Immediately following the acquisition, Novelos sold units
consisting of an aggregate of 6,846,537 shares of its common stock
and warrants to purchase an aggregate of 6,846,537 shares of its
common stock, for gross proceeds of $5,134,903.  Each unit
consists of one share of common stock at $0.75 per share and a
warrant to purchase one share of common stock.  The warrants have
an exercise price of $0.75 per share and expire in March 2016.
The financing was led by Venture Investors LLC with participation
from existing and new investors.  The Company paid aggregate cash
fees of $450,000 to financial advisors in connection the
acquisition, and placement agent fees consisting of $200,000 in
cash and a warrant to purchase 192,931 shares of common stock, at
an exercise price of $0.75 per share, in connection with the
financing.  The units and the shares issued in connection with the
acquisition were issued in private placements pursuant to
exemptions under Regulation D of the Securities of Act of 1933.
None of the securities have been registered under the Securities
Act of 1933, as amended, or any state securities laws.  Novelos
has agreed to register the resale of the shares of common stock,
and the shares of common stock issuable upon exercise of warrants,
issued in the private placement under the Securities Act of 1933,
as amended.

Novelos will continue to develop Cellectar's three novel cancer-
targeted compounds, which are selectively taken up and retained in
cancer cells (including cancer stem cells) versus normal cells.
COLD, a cancer-targeted chemotherapy that the Company expects to
enter clinical trials late in 2012, works primarily through Akt
inhibition.  HOT is a small-molecule, broad-spectrum, cancer-
targeted radiopharmaceutical that delivers radiation directly and
selectively to cancer cells and cancer stem cells.  The Company
believes HOT has first-in-class potential, and we expect it to
enter a Phase 1b dose escalation trial in the third quarter of
this year and Phase 2 trials in mid-2012 in monotherapy for solid
tumors with significant unmet medical need.  LIGHT is a small-
molecule cancer imaging agent.  The Company believes LIGHT also
has first-in-class potential and expect it to enter Phase 1/2
clinical trials middle of this year.

"We are very excited to develop COLD, HOT and LIGHT, our three
novel cancer-targeted compounds that we believe will represent a
paradigm shift in finding, treating and following cancer," said
Harry Palmin, President and CEO of Novelos.  "We expect this
initial financing to provide us with capital into the fourth
quarter, during which time we expect clinical progress with LIGHT
and HOT and begin work on an IND for COLD."

"In order to elicit a long-term therapy benefit in cancer, it is
rapidly becoming clear that the next generation of anticancer
agents will need to address tumor heterogeneity including the stem
cell component.  Our diapeutic tumor selective delivery platform
is designed and we believe uniquely poised to accomplish this in
an extremely wide variety of cancers," said Jamey Weichert, Ph.D.,
Founder of Cellectar and Chief Scientific Officer of Novelos.

Effective immediately, Novelos will trade under symbol NVLTD for
twenty trading days to reflect the post-split price.  On May 6,
2011, Novelos' trading symbol will revert to NVLT.

Rodman & Renshaw, LLC, a wholly owned subsidiary of Rodman &
Renshaw Capital Group, Inc., acted as the strategic advisor and
exclusive placement agent for this transaction.  XMS Capital
Partners, LLC acted as the strategic advisor to Cellectar, Inc.

                   About Novelos Therapeutics

Newton, Mass.-based Novelos Therapeutics, Inc. (OTC BB: NVLT)
-- http://www.novelos.com/-- is a biopharmaceutical company
developing oxidized glutathione-based compounds for the treatment
of cancer and hepatitis.

The Company's balance sheet at Sept. 30, 2010, showed
$3.49 million in total assets, $6.36 million in total current
liabilities, $375,000 in commitments and contingencies,
$13.77 million in redeemable preferred stock, and a stockholders'
deficit of $17.01 million.  Stockholders' deficit was
$16.1 million at June 30, 2010.

As reported in the Troubled Company Reporter on April 8, 2010,
Stowe & Degon LLC, in Westborough, Mass., 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 continuing losses and stockholders' deficiency at
Dec. 31, 2009.


PAETEC HOLDING: Moody's Puts 'Ba3' Rating on Credit Facilities
--------------------------------------------------------------
Moody's Investors Service assigned Ba3 (LGD2 - 24%) ratings to
PaeTec Holding Corp.'s proposed $225 million senior secured credit
facilities, comprised of a $125 million 5-year revolving credit
and a $100 million 7-year term loan.  The company will use the net
proceeds from the term loan borrowings to repay outstandings under
the existing $50 million revolving credit facility and to fund the
roughly $60 million needed to close the Xata Technologies
acquisition, as well as for general corporate purposes.  At
closing of the new credit facilities, Moody's will withdraw its
ratings for the existing $50 million revolving credit.

As part of the rating action, Moody's affirmed the company's
existing ratings, including the B2 corporate family rating.  The
rating outlook remains negative.

Assignments:

   Issuer: PAETEC Holding Corp.

   -- $100Mln Sr Secured Term Loan due 2018 Ba3 (LGD2-24%)

   -- $125Mln Sr Secured Revolver due 2016 Ba3 (LGD2-24%)

Ratings Rationale

PAETEC's B2 corporate family rating broadly reflects the company's
high financial leverage and modest free cash flow, compounded by
the challenge to turn around and integrate the acquired Cavalier
properties amid the revenue declines at Cavalier's non-fiber
businesses.  In addition, the rating reflects Moody's view that
the operating environment for CLECs will continue to be difficult.
Moody's notes that PAETEC's revenues have stabilized after
declining over the past 24 months as the economy is showing signs
of a slow recovery.  Ratings continue to be supported,
nonetheless, by PAETEC's operating scale as proforma for the
Cavalier acquisition it will become the largest CLECs operator in
the US, and benefits from the potential for the Company to drive
its cost structure lower by migrating traffic onto its expanding
fiber network and providing a platform for greater product
diversity by utilizing its long-haul and metro fiber assets.

PAETEC's SGL-2 rating reflects Moody's view that it should
maintain good liquidity over the coming 12 months.  Moody's
projects that proforma for the new credit facilities the company
had over $105 million in cash as of 12/31/10 and full access to
its $125 million revolver.

What Could Change the Rating Up

Upward rating consideration could be warranted if the Company
maintains Debt-to-EBITDA leverage below 2.5x, either through
better-than-expected operating performance or from debt reduction,
and free cash flow-to-debt exceeds 10% on a sustainable basis.
Ratings and/or the rating outlook may be revisited if competitive
and regulatory dynamics lead to a greater degree of stability in
the competitive telecommunications industry that could be driven
by continuing consolidation.  As a result, Moody's will look for
signs of firmness in pricing terms, improving financial metrics,
solid liquidity position, stability of cash flows, diminishing
capital expenditures and growth through prudent acquisitions.

What Could Change the Rating Down

Downward rating pressure could develop if the Company does not
show improvement in its operating performance and adjusted
Debt/EBITDA leverage remains elevated above 4.0x by year-end
2011 and there is an ongoing deterioration in free cash flow
generation.  Ratings could also come under pressure if changes
in the competitive and/or regulatory environment threaten PAETEC's
ability to sustain its EBITDA margins at current levels.

The principal methodology used in this rating was Moody's Global
Telecommunications Industry, published Decemeber 2010.  Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA,
published June 2009.

Headquartered in Fairport, NY, Paetec is a competitive
telecommunications provider and generated over $1.6 billion
in revenues in 2010.


PAETEC HOLDING: S&P Puts 'B' Rating on Proosed Credit Facility
--------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned a 'B' issue-
level rating and '3' recovery rating to Fairport, N.Y.-based
competitive local exchange carrier (CLEC) PAETEC Holding Corp.'s
proposed $225 million senior secured credit facility, which
includes a $100 million term loan B due 2018 and a $125 million
revolver due 2016.  "The '3' recovery rating indicates our
expectation for meaningful (50% to 70%) recovery in the event
of default," S&P stated.

The company intends to use the term loan proceeds to fund the
$61 million acquisition of Tulsa, Okla.-based XETA Technologies
Inc., repay the $25 million outstanding on its current revolver
(which the new revolver would replace), and pay related fees and
expenses.

"At the same time, we affirmed all other ratings on PAETEC,
including the 'B' corporate credit rating.  The outlook is stable.
Total debt outstanding, pro forma for the transaction, will be
about $1.55 billion," S&P related.

"We expect the transaction to have a minimal effect on
leverage and for credit measures to remain consistent with our
assumptions for the financial risk assessment and the rating,"
said Standard & Poor's credit analyst Michael Senno.  Pro forma
for the transaction and all acquisitions, total debt to EBITDA
increases to 4.9x from 4.8x before the transaction as of Dec. 31,
2010.

Our leverage calculation includes the present value of operating
leases and minimum telecommunications purchase commitments," S&P
stated.


PATRICK JOSEPH: Case Summary & 18 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Patrick Joseph & Associates, Inc.
        P.O. Box 1292
        Cornelius, NC 28031

Bankruptcy Case No.: 11-30931

Chapter 11 Petition Date: April 7, 2011

Court: U.S. Bankruptcy Court
       Western District of North Carolina (Charlotte)

Judge: J. Craig Whitley

Debtor's Counsel: Travis W. Moon, Esq.
                  HAMILTON MOON STEPHENS STEELE MARTIN
                  2020 Charlotte Plaza
                  201 S. College Street
                  Charlotte, NC 28244-2020
                  Tel: (704) 344-1117
                  E-mail: tmoon@lawhms.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 18 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/ncwb11-30931.pdf

The petition was signed by Michael P. Shalvoy, vice president.


PECAN SQUARE: Section 341(a) Meeting Scheduled for May 10
---------------------------------------------------------
The U.S. Trustee for Region 15 will convene a meeting of Pecan
Square, Ltd., a California Limited Partnership's creditors on
May 10, 2011, at 9:00 a.m.  The meeting will be held at the
Office of the U.S. Trustee, 402 W. Broadway (use C Street
Entrance), Suite 1360, Hearing Room B, San Diego, California.

This is the first meeting of creditors required under Section
341(a) of the U.S. Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Dallas, Texas-based Pecan Square, Ltd., a California Limited
Partnership, filed for Chapter 11 bankruptcy protection (Bankr.
S.D. Calif. Case No. 11-05359) on March 31, 2011.  Illyssa I.
Fogel, Esq., at the Law Office of Illyssa I. Fogel, serves as the
Debtor's bankruptcy counsel.  The Debtor estimated its assets at
$10 million to $50 million and debts at $1 million to $10 million.


PHOENIX FOOTWEAR: Voluntarily Delists From NYSE Amex
----------------------------------------------------
As part of the efforts of Phoenix Footwear Group, Inc., to reduce
its public company reporting cost, it voluntary delisted from the
NYSE Amex in March 2011 and is planning to deregister with the
Securities and Exchange Commission under the Securities Exchange
Act of 1934.  These plans included the reduction in the size of
its Board of Directors from seven to three directors.  In
connection with these plans, on April 4, 2011, directors, Gregory
M. Harden, John C. Kratzer, Wilhelm Pfander and Kevin G. Wulff
have concurrently resigned from the Company's Board of Directors.

                       About Phoenix Footwear

Based in Carlsbad, California, Phoenix Footwear Group, Inc. (NYSE
Amex: PXG) specializes in quality comfort women's and men's
footwear with a design focus on fitting features.  Phoenix
Footwear designs, develops, markets and sells footwear in a wide
range of sizes and widths under the brands Trotters(R),
SoftWalk(R), and H.S. Trask(R).  The brands are primarily sold
through department stores, leading specialty and independent
retail stores, mail order catalogues and internet retailers and
are carried by approximately 650 customers in more than 900 retail
locations throughout the U.S.  Phoenix Footwear has been engaged
in the manufacture or importation and sale of quality footwear
since 1882.

The Company's balance sheet at Oct. 2, 2010, showed $10,837,000
in total assets, $6,760,000 in total liabilities, and $4,077,000
in stockholders' equity.

As reported by the Troubled Company Reporter on Nov. 29, 2010, the
Company said in its quarterly report on Form 10-Q for the period
ended Oct. 2, 2010, that the severe global recession has been
challenging during the past two years and has dramatically
affected the Company's business as it is dependent on consumer
demand for its products.  During this time, the Company has faced
significant working capital constraints as the result of the
decline in sales, expenditures, and obligations associated with
its restructuring and diminished borrowing capacity.  These
factors, together with net losses and negative cash flows during
the past three fiscal years, raise substantial doubt about the
Company's ability to continue as a going concern.


PHOENIX UPHOLSTERING: Case Summary & 17 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Phoenix Upholstering & Refinishing, Inc.
        1165 NW 55th St.
        Fort Lauderdale, FL 33309

Bankruptcy Case No.: 11-19609

Chapter 11 Petition Date: April 8, 2011

Court: United States Bankruptcy Court
       Southern District of Florida (Fort Lauderdale)

Judge: Raymond B. Ray

Debtor's Counsel: David W. Langley, Esq.
                  8551 W Sunrise Blvd #303
                  Fort Lauderdale, FL 33322
                  Tel: (954) 356-0450
                  Fax: (954) 356-0451
                  E-mail: dave@flalawyer.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 17 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flsb11-19609.pdf

The petition was signed by Oscar Flores.


PROTEONOMIX INC: Files New Patent Application for New Technology
----------------------------------------------------------------
Proteonomix, Inc., has filed a provisional patent application in
anticipation of commencement of its initial clinical trial of a
drug combination thought to extend life expectancy for a class of
terminally ill patients awaiting liver transplants.

Based upon the Company's previously announced exclusive license
agreement to develop Mobilization of Bone Marrow Stem Cells
Technology (UMK-121), the Company has filed a patent application
covering mobilization of non-hematopoietic stem cells for
applications in regenerative medicine.

Planning for the first clinical trial has been initiated and the
Company expects to commence the trial in 2011.  If successful,
such a trial will be a critical step toward proving the efficacy
of the technology upon which the application was filed and key to
further development of the company's portfolio of stem cell
treatments.

Ian McNiece, Chief Scientific Officer of Proteonomix, noted, "The
filing of this patent application strengthens the intellectual
portfolio of the company and paves the way forward for initiation
of phase I trials of this technology.  We believe this
mobilization technology has extensive potential to facilitate
cellular repair in a number of diseases and will be key focus for
Proteonomix moving forward."

Michael Cohen, Proteonomix, Inc. CEO, stated: "We are methodically
developing this new technology.  Our initial targeted patients for
this new therapy will be those who are suffering from End Stage
Liver Disease ("ESLD").  We are currently seeking to partner with
a medical facility to assist us with the future growth of this
technology."

                        About Proteonomix Inc.

Proteonomix, Inc. (OTC BB: PROT) -- http://www.proteonomix.com/--
is a biotechnology company focused on developing therapeutics
based upon the use of human cells and their derivatives.

The Company reported a net loss applicable to common shares of
$3.47 million on $83,321 of sales for the year ended Dec. 31,
2010, compared with a net loss applicable to common shares of
$3.86 million on $141,647 of sales during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $3.65 million
in total assets, $7.09 million in total liabilities and $3.44
million in total stockholders' deficit.

KBL, LLP, in New York, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditor noted that the Company has sustained significant operating
losses and is currently in default of its debt instrument and
needs to obtain additional financing or restructure its current
obligations.


PURADYN FILTER: Incurs $1.57 Million Net Loss in 2010
-----------------------------------------------------
Puradyn Filter Technologies Incorporated filed with the U.S.
Securities and Exchange Commission its annual report on Form 10-K
reporting a net loss of $1.57 million on $3.10 million of net
sales for the year ended Dec. 31, 2010, compared with a net loss
of $2.07 million on $1.91 million of net sales during the prior
year.

The Company's balance sheet at Dec. 31, 2010 showed $1.25 million
in total assets, $7.85 million in total liabilities and $6.60
million in total stockholders' deficit.

Webb and Company, P.A., in Boynton Beach, Fla., expressed
substantial doubt about the Company's ability to continue as a
going concern, following the 2010 financial results.  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.

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

                       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.


QR ENERGY: Delays Filing of Annual Report on Form 10-K
-------------------------------------------------------
QR Energy, LP, announced that it will be delaying the filing of
its annual report on Form 10-K.

On March 31, 2011, QRE filed a Form 12b-25, Notification of Late
Filing, with the Securities and Exchange Commission with regard to
its Annual Report on Form 10-K for the year ended Dec. 31, 2010.
At the time of the filing, QRE anticipated and expected that it
would still be in position to file its Form 10-K with the SEC
within the 15 day extension period provided in Form 12b-25.

However, because of unanticipated delays in the preparation of its
financial statements required to be included in Form 10-K, QRE
anticipates that it will no longer be able to file its Form 10-K
within the 15 day extension period.  Therefore, QRE anticipates
filing an amendment to its initial Form 12b-25 filing on April 13,
2011. While QRE requires additional time to complete its Form 10-K
filing, QRE does not expect any material changes to the financial
results provided in QRE's earnings release dated March 31, 2011.

QRE has obtained a waiver from its lenders under its credit
facility for a 30-day period with regard to its covenant to
provide annual audited financial statements to the administrative
agent under the facility by March 31, 2011 or, in the case of a
12b-25 extension, April 15, 2011.

QRE will file its 2010 annual report on Form 10-K after its audit
has been completed and the information required to be included in
Form 10-K has been fully compiled, disseminated and reviewed by
management and its Board of Directors.

                      About QR Energy

QR Energy, LP -- http://www.qrenergylp.com/-- is a publicly
traded partnership engaged in the acquisition, production and
development of onshore crude oil and natural gas properties in the
United States.  QR Energy is headquartered in Houston, Texas.


QR PROPERTIES: Court Denies Access to $250,000 DIP Financing
------------------------------------------------------------
Judge Melvin S. Hoffman of the United States Bankruptcy Court for
the District of Massachusetts signed an order on March 31, 2011,
denying a motion filed by QR Properties, LLC for authority to
enter into a postpetition financing arrangement.

In its motion filed on March 25, 2011, QR Properties explained to
the Court that it essentially has no funds and would need to raise
as much as $25,000 to pay engineering costs, among other things.

Brie Consulting Corp., Gloria Palmer, Trustee Palmer Family Trust,
Lia Grasso, M.F. Rolla, Peabody Family Investments, LLC, Phillip
Miller and William McPherson have agreed to lend up to $250,000 to
the Debtor.

The Lenders are members of the Debtor and Junior Lien Holders.

The proposed Postpetition Loan will accrue interest at a rate of
5% per annum and will be due and payable upon earliest to occur of
the effective date of any confirmed plan in the Chapter 11 case,
the date of any conversion of the case to Chapter 7 or dismissal
of the case, or October 1, 2011.

Templeton, Massachusetts-based QR Properties, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. D. Mass. Case No. 10-
45514) on Nov. 3, 2010.  Joseph G. Butler, Esq., at Barron &
Stadfeld, P.C., assists the Debtor in its restructuring effort.
The Debtor estimated its assets and debts at $10 million to
$50 million.


QR PROPERTIES: Files Chapter 11 Plan of Reorganization
------------------------------------------------------
QR Properties, LLC submitted to Judge Melvin S. Hoffman of the
U.S. Bankruptcy Court for the District of Massachusetts a Plan of
Reorganization and explanatory Disclosure Statement.

The Plan is premised on the Debtor's sale of a real property known
as The Residences of Quail Ridge at 354 B Great Road and Skyline
Drive, Acton, Massachusetts and the related buildings and
improvements to Pulte Homes of New England, LLC, free and clear of
all liens, for $7,350,000.  The premises contain approximately 156
acres and include an 18-hole golf course.

An agreement between the Debtor and Pulte Homes contemplates the
conversion of the golf course to a nine-hole course and the
construction and ultimate sale by Pulte Homes of 174 housing units
on the Premises.  The Additional Purchase Price is to be generated
by the sale of the housing units in accordance with a formula set
forth in the Agreement.  The sale will be approved pursuant to
Section 363(b) and (f) of the Bankruptcy Code.

The Base Purchase Price and the Additional Purchase Price will be
used to fund the Plan.  Michael F. Rolla will continue to serve as
the manager of the Reorganized Debtor.  The Reorganized Debtor
will, in accordance with the Agreement, operate the golf course
and will collect the Additional Purchase Price and act as the
disbursing agent under the Plan.

                    Treatment of Claims

Holders of Class One Allowed Priority Non-Tax Claims will be paid
100% of the unpaid amount of their claims in Cash.  Class One is
not impaired and is deemed to have voted to accept the Plan.

Class Two claims consisting of the claim of the Town of Acton,
will be paid 100% of the unpaid amount of the Allowed Claim in
Cash from the Base Purchase Price on the Sale of the Premises.
Class Two is not impaired and is thus not entitled to vote on the
Plan.

Class Three claims consist of Webster Bank's secured claim.  The
Plan provides for payment of the secured portion of Webster Bank's
claim by payment of the balance of the Base Purchase Price, after
payment of the Secured Claim of the Town of Acton, to Webster Bank
on account of its secured claim.  The Plan further provides that,
the balance of any amount of Webster Bank's claim will be deemed
under secured and to be a general unsecured claim and will receive
the same treatment as all other Allowed general unsecured Claims.

Class Three is impaired and is therefore entitled to vote on the
Plan.

Holders of Class Four Allowed General Unsecured Claims will
receive their share of Available Cash of the Debtors.

Holders of Class Five Interests in the Debtor will not receive any
distributions on account of those Interests.  Holders of Interests
in Class 5 will be deemed to have rejected the Plan.

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

                      Disclosure Statement Hearing
                       Scheduled for Apr. 28

Judge Hoffman will consider adequacy of the Disclosure Statement
on April 28, 2011.

Objections to the Disclosure Statement will be filed no later than
April 19.

                       About QR Properties

Templeton, Massachusetts-based QR Properties, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. D. Mass. Case No. 10-
45514) on Nov. 3, 2010.  Joseph G. Butler, Esq., at Barron &
Stadfeld, P.C., assists the Debtor in its restructuring effort.
The Debtor estimated its assets and debts at $10 million to
$50 million.


QWEST COMMUNICATIONS: FMR LLC Discloses 0.439% Equity Stake
-----------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, FMR LLC and Edward C. Johnson 3d disclosed
that they beneficially own 7,747,720 shares of common stock of
Qwest Communications International Incorporated representing
0.439% of the shares outstanding.  On March 15, 2011,
1,766,533,453 shares of Qwest common stock were outstanding.

                            About Qwest

Based in Denver, Colorado, Qwest Communications (NYSE: Q) --
http://www.qwest.com/-- offers residential customers a new
generation of fiber-optic Internet service, high-speed Internet
solutions, as well as digital home phone, wireless service
available through Verizon Wireless and DIRECTV services.  Qwest is
also the choice of 95% of Fortune 500 companies, offering a
full suite of network, data and voice services for small
businesses, large businesses, government agencies and wholesale
customers.  Additionally, Qwest participates in Networx, the
largest communications services contract in the world, and is
recognized as a leader in the network services market by leading
technology industry analyst firms.

Qwest carries a 'Ba1' corporate family and probability of default
ratings from Moody's and has 'BB' issuer credit ratings from
Standard & Poor's.

"Our high debt levels pose risks to our viability and may make us
more vulnerable to adverse economic and competitive conditions, as
well as other adverse developments," the Company said in its Form
10-K for the year ended Dec. 31, 2009.  At Dec. 31, the Company's
consolidated debt was approximately $14.2 billion.  Approximately
$5.8 billion of its debt obligations come due over the next three
years.  This amount includes $1.265 billion of our 3.50%
Convertible Senior Notes due 2025, which it may elect to redeem at
any time on or after November 20, 2010 and holders may require the
Company to repurchase for cash on November 15, 2010.

Fitch Ratings is maintaining the Rating Watch Positive on the
'BB' Issuer Default Rating assigned to Qwest Communications
International, Inc. and its subsidiaries.  Concurrently, Fitch
has affirmed the 'BBB-' issue rating assigned to Qwest's
$1.035 billion senior secured credit facility and the senior
unsecured debt issued by Qwest Corporation.  Approximately
$13.1 billion of debt outstanding as of June 30, 2010, including
$7.9 billion of debt outstanding at QC, is affected by Fitch's
action.


R & S ST ROSE: Judge Mike K. Nakagawa Takes Over Bankruptcy Case
----------------------------------------------------------------
R & S ST Rose Lenders, LLC's bankruptcy case has been assigned to
Judge Mike K. Nakagawa.  Judge Bruce A. Markell was previously
assigned to the case.

Las Vegas, Nevada-based R & S St. Rose Lenders, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 11-
14973) on April 4, 2011.  Zachariah Larson, Esq., at Larson &
Stephens, serves as the Debtor's bankruptcy counsel.  According to
its schedules, the Debtor disclosed $12,041,574 in total assets
and $19,688,291 in total debts as of the Petition Date.

Affiliate R & S St. Rose, LLC, filed a separate Chapter 11
petition (Bankr. D. Nev. Case No. 11-14974) on April 4, 2011.
According to its schedules, it disclosed $16,821,500 in total
assets and $48,293,866 in total debts.


R & S ST ROSE: Section 341(a) Meeting Scheduled for May 5
---------------------------------------------------------
The U.S. Trustee for Region 17 will convene a meeting of R & S ST
Rose Lenders, LLC's creditors on May 5, 2011, at 2:00 p.m.  The
meeting will be held at 300 Las Vegas Blvd., South, Room 1500, Las
Vegas, Nevada.

This is the first meeting of creditors required under Section
341(a) of the U.S. Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend. This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Las Vegas, Nevada-based R & S St. Rose Lenders, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 11-
14973) on April 4, 2011.  Zachariah Larson, Esq., at Larson &
Stephens, serves as the Debtor's bankruptcy counsel.  According to
its schedules, the Debtor disclosed $12,041,574 in total assets
and $19,688,291 in total debts as of the Petition Date.

Affiliate R & S St. Rose, LLC, filed a separate Chapter 11
petition (Bankr. D. Nev. Case No. 11-14974) on April 4, 2011.
According to its schedules, it disclosed $16,821,500 in total
assets and $48,293,866 in total debts.


REGEN BIOLOGICS: Meniscus Implant Maker in Chapter 11
-----------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
ReGen Biologics Inc., filed for Chapter 11 protection following a
decision by the Food & Drug Administration in March to rescind
approval of its meniscus implant.  At the time, ReGen issued a
statement complaining about the "blatantly arbitrary and unfair
processes of the FDA."  The FDA had declared the product safe and
effective in 2008.  ReGen is based in Hackensack, New Jersey. The
stock topped out at $30.80 on March 8, 2004.  It could have been
purchased for 1.5 cents on March 11 in the over-the-counter
market.

ReGen Biologics, Inc., sought Chapter 11 protection (Bankr. D.
Del. Case No. 11-11083) on April 8, 2011.  An affiliate, RBio,
Inc., also sought protection from creditors (Case No. 11-11084).
Attorneys at Pillsbury Winthrop Shaw Pittman LLP and Phillips,
Goldman & Spence represent the Debtors.  ReGen disclosed
$1,496,261 in assets and $5,208,393 in liabilities as of the
Chapter 11 filing.

ReGen's Chapter 11 case summary is in yesterday's edition of the
Troubled Company Reporter.


RICH INT'L: Funds Locators Not Entitled to Unclaimed Sums
---------------------------------------------------------
Bankruptcy Judge Robert A. Mark denied motions for release of
unclaimed funds in the bankruptcy cases of A.G.A. Flowers, Inc.,
and Rich International Airways, Inc.

Funds locators typically locate creditors who did not cash or
receive distributions in bankruptcy cases.  The funds locators
obtain an assignment of the creditor's claim, file an application
to withdraw the funds deposited in the creditor's name and retain
an agreed upon percentage of the money when the application is
granted and the funds are dispersed.

According to Judge Mark, the applications to withdraw unclaimed
funds at issue in the A.G.A. Flowers and Rich International
Airways cases are altogether different.  They were filed by funds
locators as the alleged assignees of former debtors whose assets
were fully administered and distributed in Chapter 11 liquidating
plans confirmed several years ago.  The specific motions before
the Court are:

     A. Omega Consulting's May 28, 2010 Motion for Release of
        Unclaimed Funds [in Rich International Airways, Inc.]; and

When Omega filed its Motion, unsecured creditors had not been paid
in full under Rich's plan of liquidation.  Thus, interest holders
were not entitled to any distribution.  The records of the Florida
Department of State reflect that Rich was administratively
dissolved on Oct. 16, 1998.  The Liquidating Trustee did not have
sufficient funds to begin distributions to unsecured creditors
until a large litigation matter brought in funds in excess of
$26,000,000 in 2004, more than six years after confirmation.  The
Liquidating Trustee obtained an Order authorizing an interim
distribution on Dec. 9, 2005, and he completed the liquidation of
assets and distribution of proceeds in 2007.  The Liquidating
Trustee deposited the remaining funds into the registry of the
court in a series of deposits in 2007 and 2008, totaling just
under $800,000.  A Final Decree was entered on October 30, 2008,
and the estate was closed.  Omega's Motion asserts its rights to
the remaining funds in the court registry, alleged to be
$430,122.63, as the assignee of Rich, by virtue of an assignment
executed by Stephen Meenan, a former officer and director of Rich.

     B. Jacob Consulting's December 4, 2009 Corrected Notice of
        Motion and Motion for Release of Unclaimed Funds [in
        A.G.A. Flowers, Inc.

AGA's Plan of Liquidation did not provide for the distribution of
unclaimed funds.  The records of the Florida Department of State
reflect that AGA was administratively dissolved on October 4,
2002.  The distribution process was completed, and the Liquidating
Trustee deposited $112,389.13 in unclaimed funds into the Court's
registry in 2007.  A Final Decree was entered on Nov. 15, 2007,
and the estate was closed.  On the date Jacob filed its Motion,
there was $86,690.46 in unclaimed funds remaining in the Court's
registry.  Jacob's Motion asserts that it is the assignee of AGA,
by and through an assignment executed by its last known President,
Tom Boesen.

Omega and Jacob argue that, pursuant to 11 U.S.C. Sec. 347(b) and
upon completion of the time allowed under 11 U.S.C. Sec. 1143, the
unclaimed funds become property of the debtors.  But Judge Mark
held that these long ago dissolved and fully liquidated former
debtors are not "debtors" under Sec. 347 entitled to the funds in
the Court registry.  Thus, neither Omega and Jacob nor the former
officers or directors who executed the assignments to them are
entitled to the funds.  The funds will remain in the court
registry subject to recovery only by the creditors who were
entitled to the distributions under the plans.

A copy of the Court's April 6, 2011 Memorandum Opinion and Order
is available at http://is.gd/yHpauufrom Leagle.com.

Counsel for Jacob Consulting and Omega Consulting are:

          William M. Olah, Esq.
          WILKINSON, GOELLER, MODESITT, WILKINSON & DRUMMY
          333 Ohio Street
          Terre Haute IN 47807-3513
          Tel: 812-232-4311
          Fax: 812-235-5107

Counsel for the AGA Flower Chapter 11 Trustee, Kenneth Welt, is:

          Brett Marks, Esq.
          AKERMAN SENTERFITT
          350 East Las Olas Boulevard, Suite 1600
          Fort Lauderdale, FL 33301
          Tel: 954-463-2700
          Fax: 954-463-2224
          E-mail: brett.marks@akerman.co

Counsel for the Rich Liquidating Trustee, James Feltman, is

          Paul Battista, Esq.
          GENOVESE JOBLOVE & BATTISTA, P.A.
          100 Southeast Second Street, 44th Floor
          Miami, FL 33131
          Tel: 305-349-2300
          Fax: 305-349-2310

                         About AGA Flowers

Gerald Stevens Inc., and several subsidiaries, including
subsidiary A.G.A. Flowers Inc., filed voluntary Chapter 11
bankruptcy petitions (Bankr. S.D. Fla. Case No. 01-13984) on
April 23, 2001.  The Debtors were unable to reorganize and remain
in business.  The assets, primarily the individual floral shops,
were sold, and the Debtors filed a joint liquidating plan.  The
Second Amended Joint Plan of Liquidation was confirmed on April 2,
2002.  The Plan provided for full payment to priority creditors,
certain payments to the lenders who were partially secured, and
pro rata distribution of the balance of the funds in the
Liquidating Trust to Class 4 unsecured creditors.  The Debtors'
equity holders in Class 5 were out of the money.

                 About Rich International Airways

Rich International Airways, Inc., filed for Chapter 11 (Bankr.
S.D. Fla. Case No. 96-17399) on Nov. 18, 1996.  Its assets were
liquidated and distributed under a liquidating plan.  Rich's
Second Amended Joint Plan of Liquidation was confirmed April 27,
1998.  After distribution to certain priority and secured
creditors, the Plan provided for pro rata distribution of the
balance of the money in the Liquidating Trust to general unsecured
creditors.


RIVIERA HOLDINGS: 4 Directors, Co-Chief Do Not Own Securities
-------------------------------------------------------------
Members of the board of directors and a co-chief executive of
Riviera Holdings Corp. each filed a Form 3 with the U.S.
Securities and Exchange Commission.

Derek J. Stevens, and Andy Choy designees to the Company's board
of directors by Desert Rock Enterprises LLC, a member of Riviera
Voteco, L.L.C., each disclosed as not beneficially owning any
securities of Riviera Holdings.

Barry S. Sternlicht and Marcos Alvarado, the two initial designees
to the Company's board of directors by BSS Voteco, L.L.C., a
member of Riviera Voteco, L.L.C., disclosed each disclosed as not
beneficially owning any securities of Riviera Holdings.  Mr.
Sternlicht serves as the Chairman of the Board of Directors.

Phillip B. Simons, who is Co-Chief Exec. Officer & CFO of Riviera
Holdings Corporation, disclosed in a Form 3 filing on April 5,
that he does not beneficially own any securities of the Company.

Riviera Voteco, L.L.C., disclosed in a Form 3 filing on April 5,
2011, that it does not beneficially own any securities of Riviera
Holdings Corporation.

                     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.


ROANOKE HEALTH: To Sell Southern Family to Northeast Alabama
------------------------------------------------------------
The Randolph Leader reports that the Roanoke Health Care Authority
voted to sell the Southern Family Health Care clinic on Price
Street, Roanoke, Alabama, to Northeast Alabama Regional Medical
Center in Anniston.

According to the report, Authority Interim Chairman Trae Wilkinson
said they had received two different proposals: one from Regional
Medical Center and one from George H. Lanier Memorial Hospital in
Valley.  The board voted to accept the Anniston hospital's
proposal.  Authority member Joseph Roberson made the motion to
pursue negotiations to sell the clinic license and lease the
building. He said the employees would be hired if it goes through.
His motion was approved.

The report says Bill McKenzie offered to buy the hospital.  He has
given Benton a figure and said he believed he could make money
with this hospital.  He has been talking to Mayor Mike Fisher and
brought his accountant with him. When he first came over he did
not realize the hospital was going into bankruptcy, he said. He
found out what was owed and has talked to the offices of U.S.
Senators Jeff Sessions and Richard Shelby to see if the
outstanding USDA loan could be forgiven.

Mr. McKenzie and his son, Gill, of Gilliard Health Services once
owned both Wedowee Hospital and Randolph Medical Center but sold
both back to Randolph County Health Care Authority.  If the
hospital is sold Gilliard still has the right of first refusal
and will until 2025.  Bill is the major stockholder in Gilliard.

Based in Roanoke, Alabama, Roanoke Health Care Authority dba
Randolph Medical Center filed for Chapter 11 bankruptcy protection
(Bankr. M.D. Ala. Case No. 11-80502) on April 4, 2011.  Judge
William R. Sawyer presides over the case.  Lee R. Benton, Esq., at
Benton and Centeno, LLP, represents the Debtor.  The Debtor
estimated both assets and debts of between $1 million and
$10 million.


RUGGED BEAR: TRB Acquisitions Buys IP Assets
--------------------------------------------
TRB Acquisitions, LLC has purchased Rugged Bear's intellectual
property assets, which include Rugged Bear and Live Life Rugged
trademarks, logo's, website, style and pattern books.  The company
declared bankruptcy in January 2011.  TRB Acquisitions, LLC will
add Rugged Bear to its portfolio, re-launching the brand in stores
nationwide.

"Rugged Bear has built an iconic brand in the Northeast that is
synonymous with classic, durable children's clothing and
accessories," says Diana Lannon (Sudbury, MA), Partner and Brand
Director.  "We plan to build a national brand by partnering with
leading manufactures."

Eli Yedid (NY, NY), TRB's President said, "Rugged Bear has a loyal
following in the Northeast and we are looking forward to expanding
the brand beyond their local footprint.  We will be licensing the
brand in all children's categories; outerwear, footwear,
sportswear, hosiery, cold weather accessories, and plush."

                        About The Rugged Bear

Headquartered in Norwood, Massachusetts, The Rugged Bear Company
is a chain of retail children's clothing stores New England, New
York and New Jersey.  It filed for Chapter 11 bankruptcy
protection (Bankr. D. Mass. Case No. 11-10577) on Jan. 25, 2011.
Charles A. Dale, III, Esq., at K&L GATES LLP, serves as the
Debtor's bankruptcy counsel.  Consensus Advisers, LLC, is the
Debtor's financial advisor.


SATELITES MEXICANOS: Taps Rubio Villegas as Mexican 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 Rubio Villegas & Asociados, S.C., as
special Mexican corporate and regulatory counsel, effective as of
the Petition Date.

Rubio Villegas will coordinate efforts with Greenberg Traurig, LLP
-- the Debtor's proposed general bankruptcy counsel -- and clearly
delineate duties to prevent any duplication effort.

Rubio Villegas will, among other things:

     a. provide advice regarding corporate matters as they relate
        to Mexican law;

     b. advise the Debtors on issues relating to orbital
        concessions held by the Debtors as well as certain network
        concessions held by Enlaces Integra, S. de R.L. de C.V.;

     c. provide analysis, opinions and advice regarding legal and
        regulatory matters including interpreting certain
        agreements between the Debtors and certain Mexican
        government agencies; and

     d. provide advice regarding the preparation, filing, follow
        up and delivery of regulatory approvals and regulatory
        advice in connection with the restructuring process.

Rubio Villegas has advised the Debtors that the current hourly
rates applicable to the principal attorneys and paralegals
proposed to represent the Debtors in their Chapter 11 cases are:

           Name of Lawyer                          Rate/Hour
           --------------                          ---------
        Luis Rubio Barnetche                         $385
        Arturo Banuelos Navarro                      $250
        Bertha Alicia Ordaz Aviles                   $240
        Ivonne Moreno Vera                           $240
        Octavio Lecona Morales                       $240
        Lilian Dorado Quijano                        $220
        Carlos Camargo Tovar                         $150

Rubio Villegas' current hourly rates for this matter range:

           Professional                            Rate/Hour
           ------------                            ---------
        Partners                                   $250-$385
        Associates                                 $120-$240
        Law Clerks, Paralegals,                       $85
        Legal Assistants and
        Project Assistants

Luis Rubio Barnetche, a partner at Rubio Villegas, 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.  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.


SEAHAWK DRILLING: Court Approves Hirings of Duff & Phelps, Simons
-----------------------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court approved
Seahawk Drilling's official committee of equity security holders'
motion to retain Duff & Phelps Securities as financial advisor
and, separately, the Debtor's motions to retain Simmons & Company
International as transaction advisor and Alvarez & Marsal North
America as financial advisor.

                       About Seahawk Drilling

Houston, Texas-based Seahawk Drilling, Inc., engages in a jackup
rig business in the United States, Gulf of Mexico, and offshore
Mexico.  It offers rigs and drilling crews on a day rate
contractual basis.

The Company and several affiliates filed for Chapter 11 bankruptcy
protection (Bankr. S.D. Tex. Lead Case No. 11-20089) on Feb. 11,
2011.  Berry D. Spears, Esq., and Johnathan Christiaan Bolton,
Esq., at Fullbright & Jaworkski L.L.P., serve as the Debtors'
bankruptcy counsel.  Jordan, Hyden, Womble, Culbreth & Holzer,
P.C., serves as the Debtors' co-counsel.  Alvarez and Marsal North
America, LLC, is the Debtors' restructuring advisor.  Simmons And
Company International is the Debtors' transaction advisor.
Kurtzman Carson Consultants LLC is the Debtors' claims agent.
Judy A. Robbins, U.S. Trustee for Region 7, appointed three
creditors to serve on an Official Committee of Unsecured Creditors
of Seahawk Drilling Inc. and its debtor-affiliates.  Heller,
Draper, Hayden, Patrick & Horn, L.L.C., represents the creditors
committee.

The Debtors disclosed $504,897,000 in total assets and
$124,474,000 in total debts as of the Petition Date.


SEP RIVERPARK: FAA & All America Object to Disclosure Statement
---------------------------------------------------------------
FAA Credit Union and All America Bank have objected to Sep
Riverpark Plaza, LLC's disclosure statement for it plan of
reorganization.

As reported by the Troubled Company Reporter on March 11, 2011,
the Debtor filed with the Court a plan of reorganization and an
accompanying disclosure statement.  The Plan is aimed at
immediately placing the Debtor's property on the market through
Price Edwards Company, actively seeking a purchase contract for
the fair market value of the project, paying all creditors in full
with interest, and allowing the equity security holder to receive
any remaining funds left from the sale proceeds.  All classes of
claims and interests are impaired under the Plan, except Class 3 -
- tenant security deposit claims characterized as being entitled
to priority.  A copy of the Disclosure Statement is available for
free at http://bankrupt.com/misc/SEP_RIVERPARK_ds.pdf

According to All America and FAA Credit, the disclosure statement
doesn't provide adequate information.

The Debtor owes FAA Credit almost $9.9 million, and All America
approximately $1.425 million.  The Debtor's obligations to FAA
Credit and All America are secured by a first mortgage on the
Debtor's primary asset, the apartment complex Riverpark Plaza
Apartments in Wichita, Kansas, and rents therefrom.

"It is clear it is nothing more than an effort by the Debtor (or
its principals) to continue to play with 'house money' for 24 more
months in the hope that the Debtor's equity security owner might
realize something if the Riverpark Plaza Apartments are sold, and
to continue 'living out of the store' while the sale efforts are
being made," FAA Credit and All America claim.  According to FAA
Credit and All America, it is highly unlikely, given the debt
configuration in this case, the Debtor will be able to confirm a
Plan without FAA Credit's support.

FAA Credit is represented by:

     Max C. Tuepker
     Max C. Tuepker, P.C.
     1322 N. Walker Avenue
     Oklahoma City, OK 73103
     Fax: (405) 235-1714
     Phone: (405) 799-3321

All America is represented by:

     Timothy D. Kline
     Stephen W. Elliott
     KLINE, KLINE, ELLIOTT & BRYANT, P.C.
     720 N.E. 63rd Street
     Oklahoma City, OK 73105
     Phone: (405) 848-4448
     Fax: (405) 842-4539
     E-mail: tkline@klinefirm.org
             selliiott@klinefirm.org

                        About SEP Riverpark

Oklahoma City, Oklahoma-based SEP Riverpark Plaza, L.L.C., aka
Riverpark Plaza Apartments, filed for Chapter 11 bankruptcy
protection (Bankr. W.D. Okla. Case No. 0-16832) on Nov. 11, 2010.
According to its schedules, the Debtor disclosed 19,165,623 in
total assets and $12,026,685 in total debts.  On Jan. 13, 2011,
Judge Sarah A. Hall authorized the Debtor's employment of Hiersche
Law Firm as its bankruptcy counsel.


SEQUENOM INC: BlackRock Discloses 10.27% Equity Stake
-----------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, BlackRock, Inc., disclosed that it
beneficially owns 10,163,943 shares of common stock of Sequenom
Inc. representing 10.27% of the shares outstanding.  As of
Feb. 25, 2011, there were 98,972,231 shares of the Company's
Common Stock outstanding.

                          About Sequenom

Sequenom, Inc. (NASDAQ: SQNM) -- http://www.sequenom.com/-- is a
life sciences company committed to improving healthcare through
revolutionary genetic analysis solutions.  Sequenom develops
innovative technology, products and diagnostic tests that target
and serve discovery and clinical research, and molecular
diagnostics markets.  The company was founded in 1994 and is
headquartered in San Diego, California.

Sequenom reported a net loss of $120.85 million on $47.45 million
of total revenue for the year ended Dec. 31, 2010, compared with a
net loss of $71.01 million on $37.86 million of total revenue
during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $174.27
million in total assets, $23.54 million in total liabilities and
$150.73 million in total stockholders' equity.

Ernst & Young LLP of San Diego, California, in its audit report
attached to the 2010 financial statements, did not include a going
concern qualification for Sequenom.  E&Y, in its report on the
2009 results, expressed substantial doubt against Sequenom's
ability as a going concern, noting that the Company "has incurred
recurring operating losses and does not have sufficient working
capital to fund operations through 2010."


SHOPS AT PRESTONWOOD: Section 341(a) Meeting Scheduled for May 5
----------------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of The Shops
at Prestonwood, LP's creditors on May 5, 2011, at 9:00 a.m.  The
meeting will be held at the Office of the U.S. Trustee, 1100
Commerce Street, Room 976, Dallas, Texas.

This is the first meeting of creditors required under Section
341(a) of the U.S. Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Addison, Texas-based The Shops at Prestonwood, LP's primary assets
consist of approximately 144 residential townhome lots and an
additional 17.170 acres of residential undeveloped land located
within the Shops at Prestonwood subdivision in Denton County,
Texas.

The Debtor filed for Chapter 11 bankruptcy protection (Bankr. N.D.
Tex. Case No. 11-32209) on April 1, 2011.  Melissa S. Hayward,
Esq., at Franklin Skierski Lovall Hayward LLP, serves as the
Debtor's bankruptcy counsel.  The Debtor estimated its assets and
debts at $10 million to $50 million.


SMART ONLINE: Sells Add'l $400,000 Conv. Secured Noted Due 2013
---------------------------------------------------------------
Smart Online, Inc., sold an additional convertible secured
subordinated note due Nov. 14, 2013 in the principal amount of
$400,000 to a current noteholder upon substantially the same terms
and conditions as the previously issued notes sold on Nov. 14,
2007, Aug. 12, 2008, Nov. 21, 2008, Jan. 6, 2009, Feb. 24, 2009,
April 3, 2009, June 2, 2009, July 16, 2009, Aug. 26, 2009,
Sept. 8, 2009, Oct. 5, 2009, Oct. 9, 2009, Nov. 6, 2009, Dec. 23,
2009, Feb. 11, 2010, April 1, 2010, June 2, 2010, July 1, 2010,
Aug. 13, 2010, Aug. 30, 2010, Sept. 14, 2010, Sept. 30, 2010,
Nov. 9, 2010, Feb. 7, 2011 and March 4, 2011.  The Company is
obligated to pay interest on the New Note at an annualized rate of
8% payable in quarterly installments commencing July 6, 2011.  The
Company is not permitted to prepay the New Note without approval
of the holders of at least a majority of the aggregate principal
amount of the Notes then outstanding.

The Company plans to use the proceeds to meet ongoing working
capital and capital spending requirements.

                        About Smart Online

Headquartered in Durham, North Carolina, Smart Online, Inc. (OTC
BB: SOLN) -- http://www.smartonline.com/-- develops and markets
software products and services targeted to small  businesses that
are delivered via a Software-as-a-Service (SaaS), or SaaS, model.
The Company also provides Web site consulting services, primarily
in the e-commerce retail industry products and services.

The Company reported a net loss of $3.95 million on $1.03 million
of total revenue for the year ended Dec. 31, 2010, compared with a
net loss of $9.54 million on $1.42 million of total revenue during
the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $1.49 million
in total assets, $20.80 million in total liabilities, and a
$19.31 million total stockholders' deficit.

As reported by the TCR on April 4, 2011, Cherry, Bekaert &
Holland, LLP, in Raleigh, North Carolina, noted that the Company
has suffered recurring losses from operations and has a working
capital deficiency as of Dec. 31, 2010.  These conditions,
according to the independent auditors, raise substantial doubt
about the Company's ability to continue as a going concern, the
auditors said.


SMART ONLINE: Atlas Capital Discloses 40% Equity Stake
------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Atlas Capital, SA, disclosed that it
beneficially owns 7,265,269 shares of common stock of Smart
Online, Inc., representing 40% of the shares outstanding.  The
number of shares of the Company's Common Stock, $0.001 par value
per share, outstanding as of March 18, 2011 was 18,342,543.

                        About Smart Online

Headquartered in Durham, North Carolina, Smart Online, Inc. (OTC
BB: SOLN) -- http://www.smartonline.com/-- develops and markets
software products and services targeted to small  businesses that
are delivered via a Software-as-a-Service (SaaS), or SaaS, model.
The Company also provides Web site consulting services, primarily
in the e-commerce retail industry products and services.

The Company reported a net loss of $3.95 million on $1.03 million
of total revenue for the year ended Dec. 31, 2010, compared with a
net loss of $9.54 million on $1.42 million of total revenue during
the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $1.49 million
in total assets, $20.80 million in total liabilities, and a
$19.31 million total stockholders' deficit.

As reported by the TCR on April 4, 2011, Cherry, Bekaert &
Holland, LLP, in Raleigh, North Carolina, noted that the Company
has suffered recurring losses from operations and has a working
capital deficiency as of Dec. 31, 2010.  These conditions,
according to the independent auditors, raise substantial doubt
about the Company's ability to continue as a going concern, the
auditors said.


SPANISH BROADCASTING: Board Declares Dividend of $26.875 Apiece
---------------------------------------------------------------
The Board of Directors of Spanish Broadcasting System, Inc.,
declared a cash dividend for the dividend due April 15, 2011, to
the holders of the Company's 10 3/4% Series B Cumulative
Exchangeable Redeemable Preferred Stock of record as of April 1,
2011.  The cash dividend of $26.875 per share is payable in cash
on April 15, 2011.

                     About Spanish Broadcasting

Headquartered in Coconut Grove, Florida, Spanish Broadcasting
System, Inc. -- http://www.spanishbroadcasting.com/-- owns and
operates 21 radio stations targeting the Hispanic audience.  The
Company also owns and operates Mega TV, a television operation
with over-the-air, cable and satellite distribution and affiliates
throughout the U.S. and Puerto Rico.  Its revenue for the twelve
months ended Sept. 30, 2010, was approximately $140 million.

In November 2010, Moody's Investors Service upgraded the corporate
family and probability of default ratings for Spanish Broadcasting
System, Inc., to 'Caa1' from 'Caa3' based on improved free cash
flow prospects due to better than anticipated cost cutting and the
expiration of an unprofitable interest rate swap agreement.
Moody's said Spanish Broadcasting's 'Caa1' corporate family rating
incorporates its weak capital structure, operational pressure in
the still cyclically weak economic climate, generally narrow
growth prospects (though Spanish language is the strongest growth
prospect) given the maturity and competitive pressures in the
radio industry, and the June 2012 maturity of its term loan
magnify this challenge.

In July 2010, Standard & Poor's Ratings Services raised its
corporate credit rating on Miami, Fla.-based Spanish Broadcasting
System Inc. to 'B-' from 'CCC+', based on continued improvement in
the company's liquidity position.  The rating outlook is stable.
"The rating action reflects S&P's expectation that, despite very
high leverage, SBS will have adequate liquidity over the
intermediate term to meet debt maturities, potential swap
settlements, and operating needs until its term loan matures on
June 11, 2012," said Standard & Poor's credit analyst Michael
Altberg.

The Company reported net income of $15.04 million on $136.12
million of net revenue for the year ended Dec. 31, 2010, compared
with a net loss of $13.78 million on $139.39 million of net
revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed
$474.82 million in total assets, $430.98 million in total
liabilities, $92.35 million in 10 3/4% Series B cumulative
exchangeable redeemable preferred stock, and $48.51 million in
total stockholders' deficit.


SPECIALIZED TECHNOLOGY: Moody's Hikes Rating to 'B1' Corporate
--------------------------------------------------------------
Moody's Investors Service has upgraded Specialized Technology
Resources, Inc.'s Corporate Family Rating to B1 from B2.
Concurrently, the rating on the first lien credit facility was
raised to Ba3 from B1, the second lien credit facility rating was
raised to B3 from Caa1, and Moody's assigned a first-time
liquidity rating of SGL-1.  The ratings outlook was changed to
stable from positive.

Ratings Rationale

The upgrade of the CFR to B1 from B2 reflects STR's conservative
capital structure and very good liquidity profile.  Considerably
higher revenue and earnings, along with modest debt reduction,
have reduced STR's financial leverage to 2.3 times at the end
of 2010.  Nonetheless, the ratings are constrained by STR's
relatively small revenue size despite rapid growth, lack of
product line diversification, a meaningful albeit lower level
of customer concentration, and potential technology risk.  The
ratings continue to be supported by globally strong end market
demand for renewable energy sources, STR's solid market share
in solar encapsulants, and its geographic presence in regions
poised for near-term growth.

The SGL-1 Speculative Grade Liquidity rating reflects Moody's
expectation of a very good liquidity profile over the next year.
Cash on hand of $107 million at December 31, 2010, and projected
cash flow generation are expected to fully cover working capital
needs and $60 million of capital expenditures planned for 2011,
mainly for capacity expansion.  Moody's does not anticipate that
the $20 million revolver, which matures on June 15, 2012, will
be drawn over the next four quarters and cushion on the credit
facility's financial covenants is expected to remain ample.
However, the SGL rating could be downgraded if STR's cash flow
generation weakens or cash is depleted for acquisitions or
capital projects.

The stable outlook reflects Moody's expectations that STR will
continue to grow consolidated revenues at a double-digit pace in
the near term, offsetting potential margin pressure from declining
prices and high raw material costs.  Nonetheless, Moody's expects
free cash flow generation to be minimal after consideration of
planned capital expenditures.  The ratings or outlook could be
raised if Moody's expectations for the long-term fundamentals of
the solar industry remain positive and STR continues to grow
revenue organically, maintains solid margins and liquidity, and
further reduces its customer concentration.  The outlook or
ratings could be lowered if STR loses market share, margins fall
greater than expected, or changes in technology, regulations,
or subsidies negatively impact end market demand for solar
encapsulants.  Specifically, a change in financial policy or
acquisition strategy that results in sustained financial leverage
above 4 times, interest coverage below 2 times, or a substantial
reduction in liquidity could lead to a downgrade.

Moody's upgraded these ratings (and revised the LGD point
estimates):

   -- Corporate Family Rating, to B1 from B2

   -- Probability of Default Rating, to B1 from B2

   -- $20 million first lien revolver due June 2012, to Ba3 (LGD3,
      38%) from B1 (LGD3, 36%)

   -- $164 (originally $185) million first lien term loan due June
      2014, to Ba3 (LGD3, 38%) from B1 (LGD3, 36%)

   -- $75 million second lien term loan due December 2014, to B3
      (LGD5, 87%) from Caa1 (LGD5, 88%)

This rating was assigned:

   -- Speculative Grade Liquidity rating, SGL-1

Based in Enfield, Connecticut, STR's parent company is STR
Holdings, Inc. (NYSE: STRI).  The company operates in two distinct
businesses: (i) the manufacturing of encapsulants for photovoltaic
solar modules, and (ii) multinational testing and quality
assurance services.  STR reported revenues of $372 million in
2010.

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


SPENCER SPIRIT: S&P Affirms 'B' Issue Rating After Bond Upsize
--------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its
preliminary 'B' issue rating on Egg Harbor Township, N.J.-based
specialty retailer Spencer Spirit Holdings Inc. after the company
announced it is upsizing its bond offering by $25 million to
$175 million.  It plans to use the proceeds from the bond issuance
to pay a distribution to shareholders as well as for refinancing
existing debt.  "With the upsizing of the bonds, we expect credit
measures to remain commensurate with ratings. Pro forma leverage
at Jan. 29, 2011, is slightly over 4x and interest coverage is in
the mid-2x area," S&P stated.

"The preliminary 'B' corporate credit rating remains unchanged, as
does the preliminary '4' recovery rating on the debt that
indicates our expectation for average (30% to 50%) recovery in the
event of a payment default," S&P said.

Ratings List

Spencer Spirit Holdings Inc.
Corporate Credit Rating           B(prelim)/Stable/--

Rating Affirmed

Spencer Spirit Holdings Inc.
Senior Secured                    B(prelim)
   Recovery Rating                 4(prelim)


SPONGETECH DELIVERY: Ex-Officer's Firm May Have to Pay Up $52MM
---------------------------------------------------------------
Aaron Elstein, writing for Crain's New York Business, reports that
a company run by one of the leaders of Spongetech Delivery Systems
may have to pay up to $52 million to settle fraud charges with the
Securities and Exchange Commission.

Crain's relates that the SEC said in a court filing last week that
RM Enterprises, a company headed by Spongetech former Chief
Operating Officer Steven Moskowitz, faces up to $52 million in
disgorgement, which reflects the company's gain from unlawful
conduct.  The SEC added that it would provide more information on
how it arrived at that figure in a filing Wednesday, and noted
that Mr. Moskowitz may also have to pay penalties.  It isn't clear
if Mr. Metter faces civil penalties, Crain's said.

According to Crain's, the criminal charges against Messrs.
Moskowitz and Metter are pending. The next hearing in the case is
June 29.

                     About Spongetech Delivery

New York-based Spongetech Delivery Systems Inc. distributed a line
of hydrophilic polyurethane and polyurethane sponge cleaning and
waxing products.  Spongetech filed for Chapter 11 bankruptcy
protection (Bankr. S.D.N.Y. Case No. 10-13647) on July 9, 2010,
represented by Edward Neiger, Esq., at Neiger, LLP, and M. David
Graubard, Esq., at Kera & Graubard.  Spongetech filed for
bankruptcy after prosecutors charged former Chief Executive
Officer Michael Metter and Chief Operating Officer Steven
Moskowitz with fraud, conspiracy, obstruction of justice, money-
laundering and perjury.  The U.S. Securities and Exchange
Commission also asserted civil fraud charges.  In its petition,
Spongetech estimated assets at $10 million to $50 million and
debts at $1 million to $10 million.  An affiliate, Dicon
Technologies, LLC, filed a separate Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 10-41275) on June 24, 2010.

The Hon. Stuart M. Bernstein in July 2010 authorized Tracy Hope
Davis, the Acting U.S. Trustee for Region 2, to appoint a
Chapter 11 trustee for Spongetech Delivery Systems, Inc.  In
November, the Bankruptcy Court converted the case to one under
Chapter 7 of the Bankruptcy Court.


SPONGETECH DELIVERY: Chapter 7 Trustee Auctions Assets
------------------------------------------------------
Aaron Elstein, writing for Crain's New York Business, reports that
the trustee overseeing the liquidation of Spongetech Delivery
Systems held an auction Monday for the company's assets, which
include intellectual property, such as trademarks and Web domains,
plus inventory stored in warehouses in Somerset, New Jersey and
Savannah, Georgia.  Minimum bids were $500,000 and all merchandise
was offered "as is," according to a court document.  Crain's says
it isn't clear how many bids emerged and no one at the trustee's
office could be reached immediately for comment.

                     About Spongetech Delivery

New York-based Spongetech Delivery Systems Inc. distributed a line
of hydrophilic polyurethane and polyurethane sponge cleaning and
waxing products.  Spongetech filed for Chapter 11 bankruptcy
protection (Bankr. S.D.N.Y. Case No. 10-13647) on July 9, 2010,
represented by Edward Neiger, Esq., at Neiger, LLP, and M. David
Graubard, Esq., at Kera & Graubard.  Spongetech filed for
bankruptcy after prosecutors charged former Chief Executive
Officer Michael Metter and Chief Operating Officer Steven
Moskowitz with fraud, conspiracy, obstruction of justice, money-
laundering and perjury.  The U.S. Securities and Exchange
Commission also asserted civil fraud charges.  In its petition,
Spongetech estimated assets at $10 million to $50 million and
debts at $1 million to $10 million.  An affiliate, Dicon
Technologies, LLC, filed a separate Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 10-41275) on June 24, 2010.

The Hon. Stuart M. Bernstein in July 2010 authorized Tracy Hope
Davis, the Acting U.S. Trustee for Region 2, to appoint a
Chapter 11 trustee for Spongetech Delivery Systems, Inc.  In
November, the Bankruptcy Court converted the case to one under
Chapter 7 of the Bankruptcy Court.


SUNCAL COS: May 13 Disclosure Statement Hearing on Rival Plans
--------------------------------------------------------------
Patrick Fitzgerald, writing for Dow Jones' Daily Bankruptcy
Review, reported that SunCal Cos. on Thursday filed new Chapter 11
plans for four groups of affiliated debtors that call for the sale
of some 17 real-estate projects in bankruptcy court in Santa Ana,
California.

DBR said the new filings put SunCal on a collision course with
Lehman Brothers Holdings Inc., whose lending affiliates recently
filed a pair of amended Chapter 11 exit plans: one for 11 Lehman-
backed SunCal projects and another with the backing of the
bankruptcy trustee that controls eight additional SunCal projects.

According to DBR, Judge Erithe A. Smith is set to consider whether
creditors can vote on the SunCal- and Lehman-sponsored plans at a
hearing May 13.

DBR reported that a key element of the new Chapter 11 plan
covering SunCal's Marblehead project -- which also covers the
Ritter Ranch, Palm Spring Village and Bickford Ranch projects --
is that so-called reliance creditors can sell their claims to a
SunCal affiliate for 55 cents on the dollar.  Reliance creditors
are unsecured creditors who could benefit from SunCal's legal bid
against Lehman to have the investment bank's secured claims
subordinated to those of unsecured creditors and its liens on
properties voided.  More important, says SunCal, that recovery
isn't contingent on the sale of the properties or a ruling that
the sale violates Lehman's interests in its own bankruptcy case.

According to DBR, a second SunCal proposal involves five SunCal
projects to which Lehman is the secured lender.  So-called
reliance creditors of those projects haven't been offered the same
55 cents on the dollar for their litigation claims, but Frank
Faye, SunCal's chief operating officer, said Friday that lawyers
for the unsecured creditors and Steven Speier, the Chapter 11
trustee for eight of the SunCal projects, have agreed to negotiate
further.

DBR also related that SunCal filed two other plans -- one for
three projects that aren't subject to Lehman liens, according to
Mr. Faye, and another for five projects that have liens from
Lehman affiliates that aren't under chapter 11 protection --
calling for the "market sale" of the properties. The property
sales, in conjunction with litigation to bump Lehman's hundreds of
millions of dollars in secured claims to a lower priority, would
pay many other creditors in full, according to SunCal.

"We think that our plans are superior to the Lehman plans and
offer more value to creditors," Mr. Faye said in an interview,
according to DBR.

DBR related that a spokeswoman for Lehman declined to comment.

DBR noted that Lehman's plans call for it to take control of the
projects.  While its plans offer creditors between 10 cents and 50
cents of every dollar they are owed, Lehman said this is still a
better deal for creditors than a "highly speculative" plan based
on a payoff that might never come.

DBR notes that the filing of the new SunCal plans came just days
after the land developer won a bankruptcy auction for three
additional stalled Southern California real-estate projects that
Lehman backed with a $71 million bid.  Those three projects
encompass more than 2,000 hectares in Southern California and
include McAllister Ranch, an 838-hectare planned residential
community near Bakersfield, and a pair of developments -- McSweeny
Farms and SummerWind Ranch -- in Riverside County.

                       About

SunCal Companies -- http://www.suncal.com/-- has more than
250,000 residential lots and 10 million square feet of commercial
space in various stages of development throughout California,
Arizona, Nevada and New Mexico.

Gramercy Warehouse Funding LLC and several creditors filed
involuntary petitions each against LBREP/L-SunCal Master I
LLC, LBREP/L-SunCal McAllister Ranch LLC, LBREP/L-SunCal McSweeny
Farms LLC, and LBREP/L-SunCal Summerwind Ranch LLC on Sept. 11,
2008 (Bankr. C.D. Calif Case No. 08-15588, 08-15637, 08-15639, and
08-15640).  Daniel H. Reiss, Esq., at Levene, Neale, Bender,
Rankin & Brill represents the petitioners.

SunCal affiliates led by Palmdale Hills Property, LLC, filed
voluntary Chapter 11 petitions (Bankr. C. D. Calif. Case No.
08-17206) on Nov. 6, 2008.  Affiliates that also filed separate
Chapter 11 petitions include: SunCal Beaumont Heights, LLC; SunCal
Johannson Ranch, LLC; SunCal Summit Valley, LLC; SunCal Emerald
Meadows LLC; SunCal Bickford Ranch, LLC; SunCal Communities I,
LLC; SunCal Communities III, LLC; and SJD Development Corp.

SunCal Companies is not in bankruptcy.

Paul J. Couchot, Esq., at Winthrop Couchot P.C., represents
Palmdale Hills in its restructuring effort.  The Company estimated
assets and debts of $100 million to $500 million in its Chapter 11
petition.


SW BOSTON: Gets Green Light to Auction Hotel and Garage Operations
------------------------------------------------------------------
The Hon. Joan N. Feeney of the U.S. Bankruptcy Court for the
District of Massachusetts authorized SW Boston Hotel Venture LLC,
et al., to sell their hotel and garage operations in an auction
led by Razorbacks Owner LLC for $89.5 million.

The purchaser has submitted a $5.0 million deposit into an escrow
account and has executed an escrow agreement with the Debtor to
govern the account.  The sale will be free and clear of all liens,
claims, interests and encumbrances.

The Debtors relate that an auction of the property will be held
only if there is a competing bid.  In the absence of a compating
bid, the Debtor will seek approval of the sale to purchaser,
pursuant to the Hotel PSA.

The Court will consider the sale of the assets to Razorbacks Owner
or the  winning bidder at a hearing on May 18, 2011, at 1:00 p.m.

In the event of any competing bids for the assets, resulting in on
Razorbacks Owner not being the successful buyer, it will receive a
breakup fee of $2.8 million plus reimbursement of up to $500,000
of the purchaser's reasonable out-of-pocket expenses, to be paid
at the time of the closing of the sale with such third party
buyer.

FTI Consulting, Inc., the Debtors' real estate advisor, assisted
the Debtors in marketing the property.

                      About SW Boston Hotel

Boston, Massachusetts-based SW Boston Hotel Venture LLC is the
developer of the W Hotel in Boston.  The Company filed for Chapter
11 bankruptcy protection on April 28, 2010 (Bankr. D. Mass. Case
No. 10-14535).  Harold B. Murphy, Esq., and Natalie B. Sawyer,
Esq., at Hanify & King, P.C., is the Debtors' bankruptcy counsel.
Edwards Angell Palmer & Dodge LLP is the Company's special
counsel.  The Company estimated its assets and debts at
$100 million to $500 million.


T3 MOTION: Registers Common Stock, Warrants and Units With NYSE
---------------------------------------------------------------
T3 Motion, Inc., registered with the NYSE Amex LLC these
securities:

   (i) shares of Common Stock, par value $0.001 per share;

  (ii) Class H Warrants, each to purchase one share of Common
       Stock;

(iii) Class I Warrants, each to purchase one share of Common
       Stock; and

  (iv) Units, each consisting of one share of Common Stock, one
       Class H Warrant and one Class I Warrant.

                          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.

As reported by the TCR on April 6, 2011, 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.


TEAM NATION: Reports $553,157 Net Income in 2010
------------------------------------------------
Team Nation Holdings Corporation filed with the U.S. Securities
and Exchange Commission its annual report on Form 10-K reporting
net income of $553,157 on $2.64 million of revenue for the year
ended Dec. 31, 2010, compared with a net loss of $3.62 million on
$2.02 million of revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $3.03 million
in total assets, $6.94 million in total liabilities and $3.91
million in total shareholders' deficit.

Kelly & Company, in Costa Mesa, Calif., said in its report that
the Company's significant debt servicing requirements, its ongoing
operating losses and negative cash flows along with the depressed
value of its common stock gives raise to substantial doubt about
the Company's ability to continue as a going concern.  The Company
has sustained recurring losses and negative cash flows from
operations, at Dec. 31, 2010 it had negative working capital of
$4.2 million, total liabilities of $6.9 million, and a
stockholders' deficit of $3.9 million.  The Company's only
significant source of revenue, and its sole customer, is a related
party.  The Company expects that it will need to raise substantial
additional capital to accomplish its business plan over the next
several years and plans to generate the additional cash needed
through the sale of its common stock that currently has a
depressed value.  The Company's most significant asset is a group
of eight non-current notes receivable - related party issued by
the Company's directors, amounting to $2.2 million at Dec. 31,
2010 (representing 73% of total assets).

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

                       http://is.gd/SR5NFG

                        About Team Nation

Newport Beach, Calif.-based Team Nation Holdings Corporation is a
management and services company specializing in management
solutions for title companies and providing title production
services.


TIMOTHY BLIXSETH: Bankruptcy Case May End Up in Butte Montana
-------------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
Timothy Blixseth, the founder of Yellowstone Mountain Club
LLC in Montana, may end up facing his creditors in a bankruptcy
court in Montana rather than in Las Vegas.  Taxing authorities
filed an involuntary Chapter 7 petition against Mr. Blixseth on
April 5 in Las Vegas.  Although not often used, Nevada Bankruptcy
Judge Bruce A. Markell employed a right given him in bankruptcy
law to compel the states to explain the basis for filing in the
involuntary petition in Nevada.  Absent a suitable explanation,
Judge Markell said he will transfer the case to Montana where it
would be heard by U.S. Bankruptcy Judge Ralph B. Kirscher in
Butte.  Judge Kirscher has been presiding over the Yellowstone
Mountain resort's Chapter 11 reorganization since it was filed in
2008.  The hearing on the court's motion to transfer venue is set
for April 22.

                      About Timothy Blixseth

Tax officials from California, Montana and Idaho on April 5, 2011
filed an involuntary-bankruptcy petition under Chapter 7 against
Timothy Blixseth in Las Vegas, Nevada (Bankr. D. Nev. Case No.
11-15010).  The three states that signed the petition against the
Yellowstone Club co-founder claim they are owed $2.3 million in
back taxes.  A copy of the petition is available for free at:
http://bankrupt.com/misc/nvb11-15010.pdf

Mr. Blixseth and his former wife, Edra Blixseth, founded the
Yellowstone Club, near Big Sky, Montana, in 2000 as a ski resort
for millionaires looking for vacation homes.  Members paid $205
million for 72 properties in 2005 alone.

Bloomberg News, citing a court ruling by U.S. Bankruptcy Judge
Ralph B. Kirscher, says the couple took cash for their personal
use from a $375 million loan arranged by Credit Suisse.  Finances
at the club deteriorated thereafter, and the club eventually went
bankrupt, Judge Kirscher found.  Mr. Blixseth was ordered to pay
$40 million to the club's creditors under a September ruling by
Judge Kirscher.  Mr. Blixseth said he's appealing that judgment.

                     About Yellowstone Mountain

Located near Big Sky, Montana, Yellowstone Mountain Club LLC --
http://www.theyellowstoneclub.com/-- is a private golf and ski
community with more than 350 members, including Bill Gates and Dan
Quayle.  The Company was founded in 1999.

Yellowstone Club and its affiliates filed for Chapter 11 on Nov.
10, 2008 (Bankr. D. Montana, Case No. 08-61570).  The Company's
owner affiliate, Edra D. Blixseth, filed for Chapter 11 on
March 27, 2009 (Case No. 09-60452).

In June 2009, the Bankruptcy Court entered an order confirming
Yellowstone's Chapter 11 Plan.  Pursuant to the Plan, CrossHarbor
Capital Partners, LLC, acquired equity ownership in the
reorganized Club for $115 million.

Attorneys at Bullivant Houser Bailey PC and Bekkedahl & Green
PLLC represented the Debtors.  The Debtors hired FTI Consulting
Inc. and Ronald Greenspan as CRO.  The official committee of
unsecured creditors were represented by Parsons, Behle and
Latimer, as counsel, and James H. Cossitt, Esq., at local counsel.
Credit Suisse, the prepetition first lien lender, was represented
by Skadden, Arps, Slate, Meagher & Flom.


TRANSAX INTERNATIONAL: Sells Medlink Unit; Maintains Tech. Assets
-----------------------------------------------------------------
Transax International Limited reported the sale of its operating
subsidiary, Medlink Conectividade Em Saude Ltda located in Brazil
to QC Holding I Participacoes s.a, a subsidiary of Qualicorp a
Brazilian Healthcare company.

The purchase price due to Transax Limited, a subsidiary of the
Company, consisted of $1.70 million in cash comprising of the
repayment of loans due from Medlink to Transax Limited and for the
purchase of 100% of equity of Medlink.  The Buyer assumed all of
Medlink's outstanding debts and contingent liabilities including
outstanding taxes and social security payments of over $7.0
million.

Following closing of the transaction the Company will continue to
maintain its intellectual property for use outside of Brazil and
important Network Processor technology licenses which did not form
part of the sales transaction.

The sale of the Medlink subsidiary will significantly strengthen
the Company's balance sheet and will enable the Company to make
appropriate arrangements with other Company creditors to reduce
debt.

In announcing the sale Stephen Walters, President & CEO, stated,
"This sale allows the Company to refocus on exploring other
markets for its products including the USA where it previously
developed a pilot system for real-time online healthcare
transactions in association with a USA based healthcare consulting
company.  The Company's product has been shown to significantly
reduce healthcare insurance costs."

                    About Transax International

Transax International Limited -- http://www.transax.com/--
primarily through its 55% owned subsidiary, Medlink Conectividade
em Saude Ltda is an international provider of information network
solutions specifically designed for healthcare providers and
health insurance companies.  The Company's MedLink Solution
enables the real time automation of routine patient eligibility,
verification, authorizations, claims processing and payment
functions.  The Company has offices located in Plantation, Florida
and Rio de Janeiro, Brazil.  The Company currently trades on the
OTC Pink Sheet market under the symbol "TNSX" and the Frankfurt
and Berlin Stock Exchanges under the symbol "TX6".

Since inception, the Company has incurred cumulative net losses of
$19.04 million, has a stockholders' deficit of $9.54 million, and
a working capital deficit of $7.77 million at Sept. 30, 2010.

The Company's balance sheet at Sept. 30, 2010, showed
$1.13 million in total assets, $10.68 million in total
liabilities, and a stockholders' deficit of $9.54 million.

As reported in the Troubled Company Reporter on April 21, 2010,
MSPC Certified Public Accountants and Advisors, P.C., in New York,
expressed substantial doubt about Transax International Limited's
ability to continue as a going concern, following the Company's
2009 results.  The independent auditors noted that the Company has
accumulated losses from operations of roughly $17.21 million, a
working capital deficiency of roughly $6.16 million and a
stockholders' deficiency of roughly $7.39 million at December 31,
2009.


TRI-STAR ESTATES: Can Access BofA Cash Collateral Until April 28
----------------------------------------------------------------
The Hon. Jack B. Schmetterer of the U.S. Bankruptcy Court for the
Northern District of Illinois approved a stipultation, authorizing
Tri-Star Estates, LLC, to use the cash collateral of Banc of
America Commercial Mortgage Inc. Commercial Pass-Through
Certificates, Series 2005-1, until 11:59 p.m. on April 28, 2011.

The Debtor reached a stipulation with J.E. Robert Inc. on the use
of cash collateral.  J.E. Robert is the special servicer for Wells
Fargo Bank, N.A., as trustee for Banc of America Commercial
Mortgage Inc. Commercial Pass-Through Certificates, Series 2005-1.

A status hearing is scheduled for April 26, to consider the
Debtor's further cash collateral use.

As reported in the Troubled Company Reporter on Nov. 16, 2010,
the Debtor's manufactured home community, consisting of 900 sites,
in Bourbonnais, Illinois, is subject to a purported first mortgage
in favor of J.E. Robert purportedly securing a claim in the
approximate amount of $42 million.

As of the Petition Date, the Trust asserts that the Debtor was
indebted to the Trust under that certain promissory note dated
Dec. 29, 2004, in the original principal amount of $42,360,000
executed by the Debtor in favor of Bank of America, N.A., as
predecessor-in-interest to the Trust.  The Trust asserts that the
principal amount outstanding under the prepetition loan documents
as of Nov. 3, 2010, was $41,235,049.95.

The Debtor would use the cash collateral to fund its Chapter 11
case, pay suppliers and other parties.

In exchange for using the cash collateral, the Debtor will grant
the Trust a security interest in and replacement lien upon the
same property and assets which secured the prepetition
obligations.  To the extent that the value of the prepetition
collateral is diminished as a result of the Debtor's operations or
use of the cash collateral, the Debtor will grant the Trust
superpriority claims.

As part of the stipulation, the Debtor agrees to maintain
insurance against fire, theft or other casualty on the insurable
prepetition collateral and the postpetition collateral in amounts
required by the loan document and to insure that the Trust is
named as loss payee.  The Debtor will create and fund a separate
escrow account for ad valorem taxes sufficient to pay the taxes in
full when due.

The Special Servicer is represented by Chapman and Cutler LLP.

                     About Tri-Star Estates

Chicago, Illinois-based Tri-Star Estates, LLC, is the owner of a
manufactured home community, consisting of approximately
900 sites located at 43 East 5000 North Road, Bourbonnais,
Illinois.  The Company filed for Chapter 11 protection (Bankr.
N.D. Ill. Case No. 10-49360) on Nov. 3, 2010.  Crane, Heyman,
Simon, Welch & Clar represents the Debtor in its restructuring
effort.  The Debtor estimated assets and debts at $10 million to
$50 million.

No trustee, examiner or committee of unsecured creditors has been
appointed to serve in the Debtor's Chapter 11 Case


TRI-STAR ESTATES: Proposes to Pay Claims from Sale of the Property
------------------------------------------------------------------
Tri-Star Estates, LLC, submitted to the U.S. Bankruptcy Court for
the Northern District of Illinois a Disclosure Statement, as
amended, explaining the proposed Plan of Reorganization.

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

The Debtor related that the Plan was filed within the exclusive
period.  According to the Disclosure Statement, the Plan provides
for distributions to the holders of Allowed Claims from funds
realized from the continued operation of the Debtor's business
well as from existing cash deposits and cash resources of the
Debtor.  The Debtor owns a manufactured home community, consisting
of approximately 900 sites located at 43 East 5000 North Road,
Bourbonnais, Illinois.  To the extent necessary, the payment to
Wells Fargo Bank, N.A., as Trustee for the registered holders of
Banc of America Commercial Mortgage Inc., Commercial Mortgage
Pass-Through Certificates, Series 2005-1, by and through its
special servicer J.E. Robert Company, Inc., may be paid from the
proceeds of the refinancing of the underlying mortgage
indebtedness due to lender or from the sale of the property.

The Debtor will purchase and either rent or sell (with seller
financing) new or pre-owned manufactured homes to tenants,
increasing occupancy and, therefore, net operating income.
Outside lending sources for the financing of manufactured homes
would materialize from either banks, credit companies, home
manufacturers, conduit lenders, or outside lending sources,
further increasing occupancy.  Funds for the financing of
manufactured homes may also be procured by the syndication of
partnership interests.

Due to an increase in occupancy and, therefore, net operating
income, the refinancing of the property is likely to occur by the
end of year three or four with either a credit company, life
insurance company, bank, loan securitization group, pension fund,
or other lending sources.

                        Treatment of Claims

Class 1 - Bank of America -- Interest on its Allowed Class 1
Claims will be paid at the prepetition, non-default contract rate
of 5.176%, with interest computed based on a 30 day month/360 day
year.

Class 2 - Kankakee County Treasurer -- Secured claim will be paid
with statutory interest on Effective Date.

Class 3 - Tenant Security Deposits will be paid according to terms
of tenant leases in ordinary course of Debtor's business.

Class 4 - Other Secured Claims: Airco Mobile Home Repair and
Rosebrook Carefree Pools will be aid in full in cash with interest
based on an annual interest rate of 5.176% and a 30-day/360 day
year.

Class 5 - John Deere Credit will be paid in full in cash with
interest based on an annual interest rate of 5.176% and a 30-
day/360 day year.

Class 6 - Non-Priority Unsecured Claims Interest will be paid at
the annual rate of 5.176%, with interest computed based on a
30 day month/360 day year.

Class 7 - The Meadows Limited Partnership will retain its equity
interest in the Debtor.

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

The Debtor is represented by:

     Eugene Crane, Esq.
     Arthur G. Simon, Esq.
     Scott R. Clar, Esq.
     CRANE, HEYMAN, SIMON, WELCH & CLAR
     135 South LaSalle Street, Suite 3705
     Chicago, IL 60603
     Tel: (312) 641-6777
     Fax: (312) 641-7114

                     About Tri-Star Estates

Chicago, Illinois-based Tri-Star Estates, LLC, is the owner of a
manufactured home community, consisting of approximately
900 sites located at 43 East 5000 North Road, Bourbonnais,
Illinois.  The Company filed for Chapter 11 protection (Bankr.
N.D. Ill. Case No. 10-49360) on Nov. 3, 2010.  The Debtor
estimated assets and debts at $10 million to $50 million.

No trustee, examiner or committee of unsecured creditors has been
appointed to serve in the Debtor's Chapter 11 case.


TRICO MARINE: Unit Out-of-Court Offer Extended Until Today
----------------------------------------------------------
Trico Shipping AS,, a subsidiary of Trico Marine Services, Inc.,
announced on April 12, 2011, that it has extended the expiration
date of its out-of-court exchange offer to the holders of its 11
7/8% senior secured notes due 2014 and the solicitation of
consents to the governing indenture to 5:00 p.m. Eastern Time on
April 13, 2011.  Withdrawal rights under the Exchange Offer will
not be extended by the new expiration date.  The deadline for
submitting ballots to accept or reject the prepackaged plan of
reorganization remains 5:00 p.m. Eastern Time on April 18, 2011.
The Exchange Offer, Consent Solicitation and solicitation of
acceptances of the Prepackaged Plan are otherwise unchanged.

The Exchange Offer and Consent Solicitation were scheduled to
expire at 5:00 p.m. Eastern Time on April 11, 2011.  At 5:00 p.m.
Eastern Time on April 11, 2011, $396,454,000 principal amount of
Notes representing approximately 99.11% of the outstanding
principal amount of the Notes had been validly tendered and not
withdrawn in the Exchange Offer.  The Company is extending the
expiration date of the Exchange Offer in order to permit the
progression of negotiations with other creditors, whose agreement
is a condition to the Exchange Offer.

The Exchange Offer is being made, and the New Common Stock is
being offered and issued within the United States only to
"qualified institutional buyers" as defined in Rule 144A under the
Securities Act of 1933, as amended or institutional "accredited
investors," as defined in Rule 501 under the Securities Act, and
outside the United States to non-U.S. investors.  The New Common
Stock to be offered has not been registered under the Securities
Act and may not be offered or sold in the United States absent
registration or an applicable exemption from registration
requirements.

                         About Trico Marine

Headquartered in Texas, Trico Marine Services, Inc. --
http://www.tricomarine.com/-- provides subsea services, subsea
trenching and protection services, and towing and supply vessels.
Trico filed for Chapter 11 protection (Bankr. D. Del. Case No. 10-
12653) on Aug. 25, 2010.  John E. Mitchell, Esq., Angela B.
Degeyter, Esq., and Harry A. Perrin, Esq., at Vinson & Elkins LLP,
serve as the Debtor's bankruptcy counsel.  The Debtor disclosed
US$30,562,681 in assets and US$353,606,467 in liabilities as of
the Petition Date.

Affiliates Trico Marine Assets, Inc. (Bankr. D. Del. Case No.
10-12648), Trico Marine Operators, Inc. (Case No. 10-12649), Trico
Marine International, Inc. (Case No. 10-12650), Trico Marine
Cayman, L.P. (Case No. 10-12651), and Trico Holdco, LLC (Case No.
10-12652) filed separate Chapter 11 petitions.

Cahill Gordon & Reindell LLP is the Debtors' special counsel.
Alix Partners Services, LLC, is the Debtors' chief restructuring
officer.  Epiq Bankruptcy Solutions is the Debtors' claims and
notice agent.  Postlethwaite & Netterville serves as the Debtors'
accountant and Ernst & Young LLP serves as tax advisors.
Pricewaterhousecoopers LLC provides the independent accountants
and tax advisors for the Debtors.

Aside from the Cayman Islands holding company, Trico's foreign
subsidiaries were not included in the filing and will not be
subject to the requirements of the U.S. Bankruptcy Code.

The Official Committee of Unsecured Creditors tapped Laura Davis
Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski, Stang,
Ziehl & Jones LLP, in Wilmington, Delaware, and Andrew K. Glenn,
Esq., David J. Mark, Esq., and Daniel A. Fliman, Esq., at
Kasowitz, Benson, Torres & Friedman LLP, in New York, as counsel.


TRITON 2000: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Triton 2000, LLC
        7007 Gulf Freeway, Suite 100
        Houston, TX 77087

Bankruptcy Case No.: 11-33227

Chapter 11 Petition Date: April 8, 2011

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

Judge: Jeff Bohm

Debtor's Counsel: Matthew Kevin Powers, Esq.
                  PORTER POWERS
                  50 Briar Hollow Land, Suite 105W
                  Houston, TX 77027
                  Tel: (713) 533-1933
                  E-mail: kevin@porterpowers.com

Estimated Assets: $0 to $50,000

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

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

The petition was signed by Bill Bird, manager.

Affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Triton 88, LP                         11-33185            04/06/11


TROPICANA PARTNERS: Section 341(a) Meeting Scheduled for May 5
--------------------------------------------------------------
The U.S. Trustee for Region 17 will convene a meeting of Tropicana
Partners 2 LLC's creditors on May 5, 2011, at 2:00 p.m.  The
meeting will be held at 300 Las Vegas Boulevard, South, Room 1500,
Las Vegas, Nevada.

This is the first meeting of creditors required under Section
341(a) of the U.S. Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

San Jose, California-based Tropicana Partners 2 LLC filed for
Chapter 11 bankruptcy protection on April 1, 2011 (Bankr. D. Nev.
Case No. 11-14920).  Terry V. Leavitt, Esq., at Terry V. Leavitt,
serves as the Debtor's bankruptcy counsel.  The Debtor estimated
its assets and debts at $10 million to $50 million.


TWAIN CONDOMINIUMS: Seeks to Employ Valuation Consultants
---------------------------------------------------------
Twain Condominiums, LLC seeks permission from the U.S. Bankruptcy
Court for the District of Nevada to employ Valuation Consultants
as its real estate appraiser.

As appraiser for the Debtor, Valuation Consultants will provide:

   (i) testimony regarding City National Bank's appraisal with
       respect to its motion to lift the automatic stay and other
       matters in which the CNB Appraisal is offered as evidence;

  (ii) additional appraisals of the Debtor's Property as necessary
       for the completion and verification of Debtor's schedules
       and statements, plan and disclosure statement, and plan
       confirmation hearing; and

(iii) testimony regarding those appraisals and valuations in
       conjunction with the Debtor's plan confirmation hearing and
       other matters in the Chapter 11 case.

Valuation Consultants has agreed to provide appraisals of the
Property as necessary for a fee of up to $3,500, the exact amount
to be determined by the specific reporting format requested.  In
the event that further discussions, meetings, expert witness
testimony, or report analysis is required with respect to the
Services, Valuation Consultants will seek compensation at the
standard billing rate of $350 per hour.

Keith Harper, at Valuation Consultants, insists that his firm is a
"disinterested" within the meaning of Section 101(14) of the
Bankruptcy Code.


                    About Twain Condominiums

Twain Condominiums, LLC, owns 192 condominium units within the
254-unit Twain Estates condominium complex at Arville Street and
Twain Avenue in Las Vegas, Nevada.  The Company filed for
bankruptcy on December 15, 2010 (Bankr. D. Nev. Case No.
10-33323).  Judge Linda B. Riegle presides over the case.  In its
amended schedules, the Debtor disclosed $6,958,279 in assets and
$11,858,413 in debt.


TWAIN CONDOMINIUMS: Wants Plan Exclusivity Until July 13
--------------------------------------------------------
Twain Condominiums, LLC is asking the U.S. Bankruptcy Court for
the District of Nevada to extend its exclusive periods to:

   (i) file a Chapter 11 plan through and including July 13, 2011;
       and

  (ii) solicit acceptances of that plan through and including
       September 10, 2011.

                    About Twain Condominiums

Twain Condominiums, LLC, owns 192 condominium units within the
254-unit Twain Estates condominium complex at Arville Street and
Twain Avenue in Las Vegas, Nevada.  The Company filed for
bankruptcy on December 15, 2010 (Bankr. D. Nev. Case No.
10-33323).  Judge Linda B. Riegle presides over the case.  In its
amended schedules, the Debtor disclosed $6,958,279 in assets and
$11,858,413 in debt.


ULTIMATE ACQUISITION: To Auction Off Trademarks May 25
------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
Ultimate Electronics, already liquidating the stores, is arranging
an auction on May 25 to sell the trademarks, copyrights, Web
sites, and other intellectual property.  The U.S. Bankruptcy Court
in Delaware will hold a hearing on April 27 for approval of
auction procedures.  The Debtor wants bids by May 23 and a hearing
for approval of the sale on May 27.

                    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.

The Company was given formal approval from the court in February
to conduct going-out-of-business sales at all 46 stores.
Controlled by Mark J. Wattles, Ultimate decided to liquidate when
no one would provide financing for a reorganization.


VAIL RESORTS: Moody's Puts Ba3 Rating on New $390MM Sr. Sub. Notes
------------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Vail Resorts'
planned new $390 million senior subordinated notes due 2019.
Moody's also affirmed all of its other existing ratings of Vail
including the Ba2 Corporate Family Rating.  The outlook is stable.

Rating assigned:

   -- $390 million senior subordinated notes due 2019 at Ba3
      (LGD5, 76%)

Ratings affirmed:

   -- Corporate Family Rating at Ba2

   -- Probability of Default Rating at Ba2

   -- $390 million senior subordinated notes due 2014 at Ba3
      (LGD5, 76%)

The proceeds of the new notes will be used to refinance the
$390 million Notes due 2014.  Moody's will withdraw the ratings on
the 2014 Notes upon their redemption in conjunction with the
completion of the refinancing.

Ratings Rationale

Vail's Ba2 corporate family rating reflects Vail's strong balance
sheet, modest leverage and solid cash flow to debt metrics as
well as good liquidity profile.  The rating also considers the
company's position as owner and operator of premier destination
ski resorts in the western United States and the industry's high
entry barriers.  Conversely, the rating is constrained by the
company's relatively small revenue size, low margins and return
on assets, and its earnings concentration in the ski resort
industry, which is highly seasonal, reliant on weather conditions
and exposed to weaker discretionary recreational spending.
Additionally, Vail's rating incorporates the capital intensive
nature and high fixed cost structure of its operations, as well as
the lumpiness of its real estate cash flows.  While the company's
lodging segment on its own is marginally profitable, it is
interrelated with and supportive of the ski resort business, which
generates the bulk of the company's cash flow.

The stable outlook depicts Moody's view that the Vail's largest
business unit -- the Mountain segment, will see steady revenue and
earnings growth in the coming year, driven by expected modest
increase in ski visitation and pricing.  The earnings growth in
the segment will likely more than offset the weakness in the
real estate business which continues to perform below Moody's
expectations.  Further, Moody's notes the covenant package in the
new bond indenture and amended credit agreement would afford the
company more flexibility to carry on future shareholder-friendly
initiatives including dividends or share buybacks.  Therefore, the
stable outlook is contingent upon management's adherence to a
conservative financial policy.

In order for Moody's to consider any positive movement in
Vail's ratings, the company would need to improve its EBIT margin
close to 15% and EBIT/Interest near 3.0x on a sustained basis.
Conversely, negative rating pressure would develop should skier
visitation and pass revenues drop and real estate closing
experience further delay to such an extent that total debt/EBITDA
(Moody's adjusted) deteriorates to a level approaching 4 times and
retained cash flow/net debt falls below 20%.  Additionally, should
the company implement a more aggressive financial policy with
share buy backs, acquisitions or dividend distributions resulting
in higher debt levels or weaker liquidity position, downgrade
pressures could develop.

Vail is a publicly-traded holding company (NYSE: MTN)that owns and
operates through its subsidiaries five world-class ski resort
properties in the Colorado Rocky Mountains and the Lake Tahoe area
of California/Nevada, as well as ancillary businesses, primarily
including ski school, dining and retail/rental operations.  The
company also owns and/or manages lodging properties, and develops
real estate in and around the resort communities.  Net revenues
for the last twelve months ending January 31, 2010, were
approximately $1.1 billion.

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


VAIL RESORTS: S&P Puts 'BB' Rating on Proposed $390MM Senior Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB'
rating to Vail Resorts Inc.'s proposed $390 million senior
subordinated notes due 2019.  The rating is the same as the
corporate credit rating on Vail.  "We also assigned a recovery
rating of '3' to the notes, indicating our expectation of
meaningful (50% to 70%) recovery for bondholders in the event
of a payment default," S&P stated.

The company intends to use the proceeds from the notes to
refinance its $390 million 6.75% senior subordinate notes due
February 2014, and to pay for premiums, fees, and expenses.

"While this transaction improves Vail's debt maturity profile, the
transaction is essentially debt neutral and we view it as a modest
improvement to the company's credit risk.  On March 10, 2011, we
raised our corporate credit rating on Vail to 'BB' from 'BB-'.
The upgrade reflected our belief that Vail is likely to sustain
our measure of adjusted leverage (including operating leases for
the company's Northstar-at-Tahoe acquisition) in the mid-3 area or
below over the intermediate term.  At Jan. 31, 2011, adjusted
leverage and interest coverage were 3.0x and 5.7x, respectively --
both good for the current rating," S&P stated.

"Given the company's current balance-sheet flexibility, limited
likely new development spending over the intermediate term, and
our expectation for a continued recovery in the company's mountain
business, we expect adjusted leverage will remain good for the
current rating over the next several quarters.  Lower ratings
are possible if the company embarks on a large-scale development
project or pursues a more aggressive financial policy with
respect to acquisitions and share repurchases that would result
in adjusted leverage sustained above the mid-3x area.  However, we
would temporarily tolerate leverage spiking to a maximum of 4x for
productive investment spending as long as we believe Vail would
likely reduce leverage over time and the company significantly
limits its share repurchase activity during times of heavier
investment spending," S&P elaborated.

Higher ratings are not likely at this time given cyclicality and
weather-related risks to the business.  "In addition, Vail has
publicly acknowledged its financial policy would tolerate our
measure of adjusted leverage in the mid-3x area, which is in line
with the current rating," S&P noted.

"Our 'BB' corporate credit rating on Vail remains unchanged.

Ratings List

Vail Resorts Inc.
Corporate Credit Rating         BB/Stable/--

New Ratings

Vail Resorts Inc.
Senior Subordinated
  $390 mil nts due 2019          BB
   Recovery Rating               3


VITRO SAB: Mexican Appellate Court Reinstates Prepack Case
----------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
Vitro SAB emerged the victor when an appellate court in Mexico
reinstated the prepackaged reorganization the company filed last
year under that country's concurso mercantile, the Mexican
equivalent of a prepackaged Chapter 11 reorganization.

Mr. Rochelle relates that Vitro's bankruptcy proceedings in Mexico
and the U.S. are being opposed by a group saying they hold more
than 60 percent of the $1.2 billion of Vitro bonds in default for
two years.

According to the Bloomberg report, Thomas Lauria, a lawyer from
White & Case LLP in Miami representing bondholders, said in an
interview that Vitro's Mexican reorganization was dismissed by a
judge in Mexico.  Dismissal was upheld on appeal.  Vitro was
granted rehearing where the original decision was reversed in a
ruling that Vitro has the right to be in a prepackaged concurso
despite reliance on accepting votes based on debt owing to
affiliates companies, Mr. Lauria said.  Mr. Lauria said that the
ruling "only affects the ability to be in a prepackaged concurso"
and doesn't mean that the Mexican court will eventually impose the
reorganization based on insider votes, over objection from
bondholders.

Mr. Rochelle relates that in the now-revived Mexican
reorganization, Vitro was offering noteholders what it said would
be a recovery of as much as 73% by exchanging existing debt for
cash, new debt and convertible bonds.  Bondholders believe Vitro
is worth enough to pay them in full.

               Four U.S. Subsidiaries in Ch. 11

According to Mr. Rochelle, Vitro SAB consented early this month to
putting Vitro America LLC and three other U.S. subsidiaries into
Chapter 11.  The bankruptcy judge granted the request, and the
four companies are now officially in bankruptcy reorganization in
Fort Worth, Texas.

The four U.S. subsidiaries were among the 15 Vitro U.S. companies
that were the targets of involuntary Chapter 11 petitions filed in
November by holders of some of the $1.2 billion of bonds in
default for two years.

Vitro said in a court filing that it will use Chapter 11 to sell
"substantially all" of the asset of Vitro America and Super Sky
Products Inc. to an affiliate of Grey Mountain Partners LLC from
Boulder, Colorado.  The U.S. companies make glass for construction
and the auto replacement markets.

                       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.


WASHINGTON LOOP: Section 341(a) Meeting Scheduled for May 19
------------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of
Washington Loop, LLC, a Limited Liability Company's creditors on
May 19, 2011, at 1:30 p.m.  The meeting will be held at the United
States Courthouse Federal Building, 2110 First Street 2-101, Fort
Myers, Florida.

This is the first meeting of creditors required under Section
341(a) of the U.S. Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Punta Gorda, Florida-based Washington Loop, LLC, a Limited
Liability Company, filed for Chapter 11 bankruptcy protection on
March 31, 2011 (Bankr. M.D. Fla. Case No. 11-06053).  Joel S.
Treuhaft, Esq., who has an office in Palm Harbor, Florida, serves
as the Debtor's bankruptcy counsel.  According to its schedules,
the Debtor disclosed $45,098,259 in total assets and $19,654,992
in total debts as of the Petition Date.

The Debtor was dismissed from a prior Chapter 11 case, (Case No.
9:10-27981) by order of the Court entered on March 17, 2011.  In
the Debtor's prior Chapter 11 case, the Debtor's Schedule F, as
filed under penalty of perjury, listed some 34 general unsecured
creditors totaling claims of $1,953,354.42.  In that case, the
Debtor, under penalty of perjury listed all Schedule F debts and
non-contingent, liquidated, and undisputed.

The Debtor now declares, under penalty of perjury, that all
Schedule F debts are unliquidated.  These schedules were filed no
less than two weeks after the dismissal of the prior Chapter 11
case, and only six weeks after the Debtor filed its Schedule F in
that case.


WASHINGTON LOOP: Files Schedules of Assets & Liabilities
--------------------------------------------------------
Washington Loop, LLC, a Limited Liability Company, has filed with
the U.S. Bankruptcy Court for the Middle District of Florida its
schedules of assets and liabilities, disclosing:

  Name of Schedule                          Assets     Liabilities
  ----------------                          ------     -----------
A. Real Property                         $45,000,000
B. Personal Property                         $98,259
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                      $17,653,754
E. Creditors Holding
   Unsecured Priority
   Claims                                                   $2,099
F. Creditors Holding
   Unsecured Non-priority
   Claims                                               $1,999,140
                                         -----------   -----------
      TOTAL                              $45,098,259   $19,654,992

Punta Gorda, Florida-based Washington Loop, LLC, a Limited
Liability Company, filed for Chapter 11 bankruptcy protection on
March 31, 2011 (Bankr. M.D. Fla. Case No. 11-06053).  Joel S.
Treuhaft, Esq., who has an office in Palm Harbor, Florida, serves
as the Debtor's bankruptcy counsel.

The Debtor was dismissed from a prior Chapter 11 case, (Case No.
9:10-27981) by order of the Court entered on March 17, 2011.  In
the Debtor's prior Chapter 11 case, the Debtor's Schedule F, as
filed under penalty of perjury, listed some 34 general unsecured
creditors totaling claims of $1,953,354.42.  In that case, the
Debtor, under penalty of perjury listed all Schedule F debts and
non-contingent, liquidated, and undisputed.

The Debtor now declares, under penalty of perjury, that all
Schedule F debts are unliquidated.  These schedules were filed no
less than two weeks after the dismissal of the prior Chapter 11
case, and only six weeks after the Debtor filed its Schedule F in
that case.


WATERSONG APARTMENTS: Section 341(a) Meeting Scheduled for May 10
-----------------------------------------------------------------
The U.S. Trustee for Region 15 will convene a meeting of Watersong
Apartments, L.P.'s creditors on May 10, 2011, at 1:30 p.m.  The
meeting will be held at the Office of the U.S. Trustee, 402 W.
Broadway (use C Street Entrance), Suite 1360, Hearing Room B, San
Diego, California.

This is the first meeting of creditors required under Section
341(a) of the U.S. Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend. This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Solana Beach, California-based Watersong Apartments, L.P., filed
for Chapter 11 bankruptcy protection on April 2, 2011 (Bankr. S.D.
Calif. Case No. 11-05632).  David Reeder, Esq., at Reeder Law
Corporation, serves as the Debtor's bankruptcy counsel.  The
Debtor estimated its assets at $10 million to $50 million and
debts at $1 million to $10 million.


WICKES FURNITURE: Court Encourages Accord in Discrimination Suit
----------------------------------------------------------------
Throughout the summer of 2010, the parties to the employment
discrimination lawsuit, Shirley Woods, v. Wickes Furniture, Inc.,
et al., No. 09 CV 300 (N.D. Ill.), engaged in settlement
negotiations which, according to defendants Wickes and Suzanne
Forsythe, culminated in an enforceable settlement agreement.  Ms.
Woods takes the position that the settlement agreement was never
finalized and argues that she is not bound by its terms.  The
Defendants filed a motion to enforce the settlement agreement.  In
an April 7, 2011 Memorandum Opinion and Order, Magistrate Judge
Young B. Kim denied the request.

"The court acknowledges the defendants' representation that Wickes
has no remaining assets and that the individual defendants intend
to move to dismiss this case," Judge Kim said.  "The parties are
encouraged to revisit the possibility of settlement before turning
to dispositive motions.  Although Woods is not bound by the
previously negotiated agreement, it is clear that the parties made
substantial progress toward resolving this case.  Perhaps the
parties will be able to capitalize on that progress by focusing
their efforts on re-working or excising the specific provisions of
the proposed settlement to which Woods objects."

According to Judge Kim, "The court is happy to host an in-person
settlement conference to assist the parties. If the parties are
able to reach an agreement, the court will require the parties to
state the terms on the record in order to bind the parties to
those terms regardless of whether a written agreement is
executed."

A copy of the Court's ruling is available at http://is.gd/gOC8Uk
from Leagle.com.

                      About Wickes Furniture

Based in Wheeling, Illinois, Wickes Furniture Company, Inc. --
http://www.wickesfurniture.com/-- is a furniture retailer in the
U.S. with 43 retail stores serving greater Chicago, Los Angeles,
Las Vegas, and Portland.  Founded in 1971, Wickes offers room
packages featuring complete living rooms, dining rooms, bedrooms
as well as bedding, home entertainment, accessories and accent
furniture.  Wickes employs more than 1,700 employees and offers
products from leading furniture and bedding manufacturers.

The company and two of its debtor-affiliates filed for Chapter 11
protection on Feb. 3, 2008 (Bankr. D. Del. Lead Case No.
08-10213).  Nancy Peterman, Esq., at Greenberg Traurig LLP, in
Florida and Sandra G. Selzer, Esq., at Greenberg Traurig LLP, in
Delaware represent the Debtors in their restructuring efforts.
The Debtors selected Epiq Bankruptcy Solutions LLC as claims,
noticing and balloting agent.  The U.S. Trustee for Region 3
appointed seven creditors to serve on an Official Committee of
Unsecured Creditors.  Margaret M. Manning, Esq., at Whiteford
Taylor & Preston in Wilmington, Delaware, represents the Committee
in these cases.  Wickes Furniture Company's schedules show total
assets of $95,503,244 and total liabilities of $153,787,895.
Wickes Holding's schedules show total assets of $15,108,493 and
total liabilities of $79,535,472.


WINCOPIA FARMS: Bankr. Ct. Recommends Dismissal of Suit v. G&G
--------------------------------------------------------------
Bankruptcy Judge James F. Schneider recommended to the District
Court the dismissal of the adversary proceeding, Wincopia Farms,
LP, v. G&G, LLC, and Trent Gourley, Adv. Pro. No. 07-0908 (Bankr.
D. Md.).

The adversary proceeding was initiated in the U.S. Bankruptcy
Court for the District of Maryland by the Debtor on Nov. 9, 2007.
On April 9, 2008, the Debtor filed a first amended complaint which
the Bankruptcy Court dismissed on March 25, 2009.  Presently
before the Court are Wincopia Farms' motion to file a second
amended complaint, the defendants' motion to prohibit the
plaintiff from filing a second amended complaint and the
defendants' motion to dismiss.

Wincopia Farms stated in all three complaints that they were core
proceedings pursuant to 28 U.S.C. Sec. 157(b), which the
defendants did not contest.  Nevertheless, the Bankruptcy Court
has determined that both the first amended and second amended
complaints are non-core, related proceedings which the Bankruptcy
Court may hear and determine, but in which it may not enter final
orders, pursuant to 28 U.S.C. Sec. 157(c).  Wherefore, this
opinion is presented in the form of Proposed Findings of Fact and
Conclusions of Law to be transmitted to the U. S. District Court,
pursuant to Federal Rule of Bankruptcy Procedure 9033.

In an earlier opinion, issued March 25, 2009, the Bankruptcy Court
granted the motion of the defendant to dismiss the complaint for
lack of standing to sue.  On March 31, 2009, Wincopia Farms filed
a motion to reconsider the dismissal only as to Count II of the
complaint which alleged fraud.  The motion asserted that the
opinion had erroneously concluded that the plaintiff's guarantee
was governed by Virginia law, rather than the law of Maryland.
Having reviewed the guarantee and acknowledging its error, the
Bankruptcy Court granted the plaintiff's motion for
reconsideration on May 29, 2009.

The Bankruptcy Court has reached the legal conclusion that under
Maryland law, the debtor/guarantor of a loan is without standing
to sue the lender for alleged fraudulent misconduct in making a
loan to the borrower, absent an independent harm to the guarantor.
Accordingly, the Bankruptcy Court recommends to the U.S. District
Court that the motion to dismiss the adversary proceeding be
granted.

Judge Schneider said he delayed writing the opinion in the
expectation that it would not be necessary after the Office of the
United States Trustee filed a motion to dismiss or convert the
underlying bankruptcy case on Sept. 2, 2010; but the motion was
withdrawn on Dec. 9, 2010, upon the Debtor's payment of quarterly
fees and filing of operating reports.  Wincopia Farms is a single
asset real estate bankruptcy in which the real estate has been
foreclosed upon and sold.

A copy of the Bankruptcy Court's Report and Recommendation dated
March 31, 2011, is available at http://is.gd/V8huG2from
Leagle.com.

Based in Laurel, Maryland, Wincopia Farms, L.P. --
http://wincopiafarmsinc.com/-- is an agricultural supplier.  It
filed for Chapter 11 bankruptcy (Bankr. D. Md. Case No. 07-15899)
on June 28, 2007.  Judge James F. Schneider presides over the
case.  Alan M. Grochal, Esq. -- agrochal@tydingslaw.com -- at
Tydings & Rosenberg LLP serves as the Debtor's counsel.  Alan
Michael Noskow, Esq., at Patton Boggs, L.L.P., McLean, Virginia,
serves as bankruptcy counsel.  In its petition, the Debtor
estimated $1 million to $100 million in both assets and debts.


ZANETT INC: To Restate Q3 Report; Sees Increase in Net Income
-------------------------------------------------------------
The management of Zanett, Inc., concluded, and the Audit Committee
of the Company's Board of Directors confirmed, that the Company's
unaudited consolidated financial statements included in the
Company's Quarterly Report on Form 10-Q for the period ended
Sept. 30, 2010 should no longer be relied upon.

In connection with a review of the Company's consolidated
financial statements by the Company's management, and the ongoing
audit of those financial statements by the Company's independent
registered public accounting firm, EisnerAmper LLP prior to filing
the Company's Annual Report on Form 10-K for the period ended
Dec. 31, 2010, the Company re-evaluated its accounting with
respect to recognizing a Beneficial Conversion Feature upon the
reset of the conversion rate on Sept. 17, 2010 of the Company's
convertible note issued to Rockport Investments Ltd. on March 31,
2010.  In reviewing the accounting treatment, the Company
determined that the resetting of the conversion rate would not
result in a BCF in accordance with ASC 470-20, "Debt-Debt with
Conversion and Other Options."

As of Sept. 17, 2010, the Company initially recorded a BCF of
$1,369,054 as a reduction in debt (via a debt discount) and an
offsetting increase in additional paid-in capital.  As of
Sept. 30, 2010, the Company recorded an increase to interest
expense of $8,435 and a reduction of the debt discount for the
amortization of the debt discount for the period from Sept. 17,
2010 through Sept. 30, 2010.

The Company will amend its Quarterly Report on Form 10-Q for the
period ended Sept. 30, 2010 by restating its consolidated
financial statements to reflect the revised accounting treatment,
which is expected to result in an increase in net income for the
three months ended Sept. 30, 2010 and a decrease in the net loss
for the nine months ended Sept. 30, 2010 by $8,435 in each case,
and a reduction in total stockholders' equity and an increase in
total liabilities by $1,360,619 in each case, at Sept. 30, 2010.

The Company's management and the Audit Committee discussed the
matters above with EisnerAmper and determined that a restatement
of the consolidated financial statements above was warranted.

                         About Zanett Inc.

Based in New York, Zanett Inc. is an information technology
company that provides customized IT solutions to Fortune 500
corporations and mid-market companies.  Until the disposition of
Paragon Dynamics, Inc., the Company also provided those solutions
to classified government agencies.

At Sept. 30, 2010, the Company had total assets of
$29,103,622, total liabilities of $21,165,812, and stockholders'
equity of $7,937,810.

Zanett Inc. in November 2010 said it remains in discussion
to replace its revolving credit facility with Bank of America.
Zanett was not in compliance with certain loan covenants as of
Sept. 30, 2010.  The credit facility matured on June 21, 2010.
The Company's line of credit was subject to a forbearance
agreement with BofA.


ZEIGER CRANE: Obtains Access to Cash Collateral Until Apr. 21
-------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
Florida, West Palm Beach Division, entered an order on April 7,
2011, authorizing Zeiger Crane Rental, Inc., to use cash
collateral through and including April 21, 2011.

The Court has previously entered two Interim Cash Collateral
orders in Zeiger's Chapter 11 case.  The third, and current order,
pushes the Debtor's deadline to use Cash Collateral from April 3
to April 21.

The Court has by separate order, scheduled, and will conduct, an
evidentiary hearing on the Cash Collateral Motion on May 17, 2011,
Judge Erik P. Kimball points out.

However, Judge Kimball notes that in the event the Debtors' motion
to approve their stipulation with People's United Equipment
Finance Corp. is approved following hearings to be conducted by
the Court on April 21, at 2:30 p.m., and absent any objection to
the Cash Collateral Motion, the Evidentiary Hearing may be
cancelled by the Court.

Otherwise, at the Hearings, the Court will consider the Debtors'
continued use of cash collateral pending the Evidentiary Hearing,
Judge Kimball added.

Zeiger Crane Rental, Inc., is a nationwide crane rental company
that has been operating out of Palm Beach County, Florida, since
1986.  It filed for Chapter 11 bankruptcy protection on Feb. 18,
2011 (Bankr. S.D. Fla. Case No. 11-14183).  The Debtor estimated
its assets and debts at $10 million to $50 million.

Affiliate Atlantic Leasing, Inc., filed a separate Chapter 11
petition on Feb. 18, 2011 (Bankr. S.D. Fla. Case No. 11-14185).

The cases are jointly administered.  Zeiger Crane is the lead
case.


ZEIGER CRANE: Proposes to Employ Mark Welch as CRO
--------------------------------------------------
Zeiger Crane Rental, Inc.  and its debtor affiliates seek the U.S.
Bankruptcy Court for the Southern District of Florida to:

   (i) employ Morris Anderson & Associates, Ltd to provide interim
       management to the Debtors, nunc pro tunc to February 18,
       2011; and

  (ii) designate Mark Welch, managing director at Morris Anderson,
       as chief restructuring officer.

As the Debtors' chief restructuring officer and restructuring
advisor, Mr. Welch and Morris Anderson will:

   (a) provide an analysis of the Debtors' cost structure,
       business location/business units, lease obligations,
       financial projections and cash projections for purposes of
       assisting the Debtors with their negotiations with other
       parties-in-interest;

   (b) provide recommendations on cost reduction and liquidity
       improvements;

   (c) develop strategies to enhance weekly cash flow and monthly
       full financial projections;

   (d) advise and assist the Debtors with preparation of financial
       projections, budgets and other analyses relating to monthly
       reporting requirements and pursuit of confirmation of plans
       of reorganization or other strategic alternatives;

   (e) assist the Debtors in the preparation of monthly operating
       reports as required by the United States Trustee for Region
       21;

   (f) perform other necessary financial services in connection
       with these Chapter 11 cases;

   (g) report directly to the Debtors' boards of directors or
       managing members;

   (h) serve as the Debtors' principal contact with creditors with
       respect to the Debtors' financial and operational matters;
       and

   (i) have final authority on any check issued or wire transfer
       by the Debtors for more than $1,000.

Mr. Welch will bill at an hourly rate of $375.00.  Morris Anderson
will also charge for reasonable expenses.

Mr. Welch will be an officer of Zeiger Crane and will be entitled
to receive whatever indemnities are made available to other
officers of the Debtors, whether by bylaws, certificates of
incorporation, applicable corporate laws or contractual agreements
generally applicable to officers of the Debtors; provided,
however, no right of indemnity or obligation to defend or hold
harmless will apply to any claims, liabilities, losses or damages
arising as a result of bad faith, willful misconduct or gross
negligence on behalf of Morris Anderson.

Mr. Welch will also remain an employee of Morris Anderson.  The
hourly rates of Morris Anderson's senior managers range from $375
to $525.

Mr. Welch -- mwelch@morrisanderson.com -- maintains that Morris
Anderson is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.

Zeiger Crane Rental, Inc., is a nationwide crane rental company
that has been operating out of Palm Beach County, Florida, since
1986.  It filed for Chapter 11 bankruptcy protection on Feb. 18,
2011 (Bankr. S.D. Fla. Case No. 11-14183).  The Debtor estimated
its assets and debts at $10 million to $50 million.

Affiliate Atlantic Leasing, Inc., filed a separate Chapter 11
petition on Feb. 18, 2011 (Bankr. S.D. Fla. Case No. 11-14185).

The cases are jointly administered.  Zeiger Crane is the lead
case.


ZEIGER CRANE: Secured Creditor Seeks Appt. of Chapter 11 Trustee
----------------------------------------------------------------
People's United Equipment Finance Corp. f/k/a Financial Federal
Credit Inc. asks the U.S. Bankruptcy Court for the Southern
District of Florida to direct the appointment of a Chapter 11
trustee in Zeiger Crane Rental, Inc. and its debtor affiliates'
Chapter 11 cases.

People's United provided $20,700,000 in financing to the Debtors
for the purchase of cranes and other heavy equipment.

Counsel to People's United, Scott L. Baena, Esq., at Bilzin
Sumberg Baena Price & Axelrod LLP, in Miami, Florida --
sbaena@bilzin.com -- argues that the Debtors' Chapter 11 cases
warrant the appointment of a fiduciary as a result of the
prepetition conduct of the Debtors and their principal, Steve
Zeiger.  He reminds the Court that at the first-day hearing,
People's United apprised the Court of three instances of the
illicit conduct by the Debtors. Since then, People's United has
learned additional facts regarding those transfers and about yet
another transfer, he relates.

People's United has also identified over $400,000 in questionable
payments by the Debtors in just the 120 days before the Petition
Date to, among other recipients, insiders including Mr. Zeiger's
ex-wife, country clubs, residential mortgage lenders, credit card
issuers, marine lenders, Mr. Zeiger's personal boat captain, and
other boat-related expenses and approximately $900,000 in suspect
transfers to and from Mr. Zeiger's personal money-market account,
Mr. Baena discloses.

Against this backdrop, it is impossible to conceive of any
justification for all of the transfers or any reason not to
consider the transfers to be evidence of systematic fraud and
looting of the company treasury, Mr. Baena tells the Court.  After
all, at the time of the transfers, the Debtors were delinquent in
the payment of the claims of their creditors, he asserts.  As it
currently stands, existing management is an impediment to a
successful resolution of these Chapter 11 cases, he avers.
Present management is also unlikely to investigate and pursue the
recovery of impermissible prepetition transfers which are likely
critically needed funds, since Mr. Zeiger would appear to be at
the center of those transfers, he argues.

Zeiger Crane Rental, Inc., is a nationwide crane rental company
that has been operating out of Palm Beach County, Florida, since
1986.  It filed for Chapter 11 bankruptcy protection on Feb. 18,
2011 (Bankr. S.D. Fla. Case No. 11-14183).  The Debtor estimated
its assets and debts at $10 million to $50 million.

Affiliate Atlantic Leasing, Inc., filed a separate Chapter 11
petition on Feb. 18, 2011 (Bankr. S.D. Fla. Case No. 11-14185).

The cases are jointly administered.  Zeiger Crane is the lead
case.


ZIA SHADOWS: Dist. Court Rules on Suit v. City of Las Cruces
------------------------------------------------------------
District Judge Martha Vazquez ruled on the defendant's motion for
summary judgment in the case, Zia Shadows, LLC, a New Mexico
Limited Liability Company, Alex Garth, and William Garth, v. City
of Las Cruces, New Mexico, a municipal corporation; and William
Mattice, in his official and individual capacities, jointly and
severally, No. 09-CV-0909 MV/WPL (D. N.M.).

Zia Shadows is a New Mexico limited liability company.  Alex and
William Garth are individuals who serve as principal members of
Zia Shadows.  In 1998, Plaintiffs purchased property located at
4250 North Elks Drive in Las Cruces with the intent of building a
manufactured home community to be called Zia Shadows, from which
Plaintiffs would rent spaces for mobile homes.  Between 1998 and
2002, Plaintiffs obtained the necessary permits and approvals from
Defendant the City of Las Cruces and built Phase I of the
community.  Plaintiffs planned to begin Phase II of the building
in 2002, but the cost of financing manufactured home sales
increased.  Plaintiffs first created additional lots to sell in
fee simple, with the goal of providing more affordable housing,
and subsequently decided to convert the site to a condominium.
Between 2002 and 2006, they submitted numerous proposals to the
City for the development of the property.

Eventually, after many revised proposals and City Council meetings
at which a final vote on the approval of Plaintiffs' proposed
development was tabled, the City approved Plaintiffs' proposal for
a Planned Unit Development notwithstanding its concerns regarding
Plaintiffs' financial stability.  Thereafter, Plaintiff Alex Garth
filed for personal bankruptcy, and ultimately Plaintiffs were
forced to relinquish ownership of the property.  Plaintiffs filed
the lawsuit pursuant to 42 U.S.C. Sec. 1983, arguing that
Defendants acted arbitrarily and capriciously in delaying the
approval of Plaintiffs' development plan, resulting in a violation
of Plaintiffs' constitutional rights to equal protection, due
process, and free speech.

The District Court held that the claims against Defendant William
Mattice are dismissed.  Summary judgment is granted in favor of
the City of Las Cruces as to Plaintiffs' procedural due process,
substantive due process, and equal protection claims.  Summary
Judgment is denied as to Plaintiffs' First Amendment retaliation
claims brought against the City of Las Cruces.

A copy of the District Court's March 31, 2011 Memorandum Opinion
and Order is available at http://is.gd/9xMakCfrom Leagle.com.

Zia Shadows filed for Chapter 11 bankruptcy on Nov. 8, 2004.


* Moody's: U.S. Junk Default Rate Declines in March
---------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
the default rate on junk-rated debt in the U.S. was 2.9% at the
end of March, down from 3.4% at the end of 2010.  A year ago, the
junk default rate was 11%, Moody's Investors Service said in an
April 7 report.  Based on the dollar amount of defaults, the U.S.
junk default rate was 1.5% in March, compared with 1.6% at the
close of 2010.  One year ago, the default rate was 11.8%.

According to Moody's, world wide, the junk default rate was 2.6%
in March, compared with 10% one year ago.  Moody's forecasts that
the worldwide default rate will reach a low of 1.5% in December
before climbing to 1.6% in March 2012.


* Regional Mall Vacancy Rate at 10-Year High
--------------------------------------------
Vacancies in regional malls are the highest in at least 10 years,
Bill Rochelle, Bloomberg News' bankruptcy columnist, said, citing
a report from Reis Inc.  The vacancy rate increased in the fourth
quarter to 9.1% from 8.9% a year earlier, Reis said.  The vacancy
rate is the highest since Reis began keeping the statistics in
2000.


* Jay A. Dubow Rejoins Pepper Hamilton as Partner
-------------------------------------------------
Bankruptcy Law360 reports that Advanta Corp.'s former general
counsel - who is also a securities class action defense pro - is
returning to Pepper Hamilton LLP's Philadelphia office, two months
after Advanta won approval of its Chapter 11 plan.

Jay A. Dubow, who was also previously an enforcement lawyer for
the U.S. Securities and Exchange Commission, comes back to his old
firm as a partner, the firm announced Wednesday, Law360 says.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
April 27-29, 2011
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        JW Marriott, Chicago, IL
           Contact: http://www.turnaround.org/

May 5, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Nuts and Bolts - New York City
        Association of the Bar of the City of New York,
        New York, N.Y.
           Contact: 1-703-739-0800; http://www.abiworld.org/

May 6, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     New York City Bankruptcy Conference
        Hilton New York, New York, N.Y.
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 6, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Canadian-American Cross-Border Insolvency Symposium
        Fairmont Royal York, Toronto, Ont.
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 9-12, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa, Traverse City, Mich.
              Contact: http://www.abiworld.org/

July 21-24, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Hyatt Regency Newport, Newport, R.I.
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 27-30, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Workshop
        The Sanctuary at Kiawah Island, Kiawah Island, S.C.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 4-6, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hotel Hershey, Hershey, Pa.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 14, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     NCBJ/ABI Educational Program
        Tampa Convention Center, Tampa, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. __, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     International Insolvency Symposium
        Dublin, Ireland
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 25-27, 2011
  TURNAROUND MANAGEMENT ASSOCIATION
     Hilton San Diego Bayfront, San Diego, CA
        Contact: http://www.turnaround.org/

Dec. 1-3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     23rd Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, Calif.
           Contact: 1-703-739-0800; http://www.abiworld.org/

April 3-5, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        Grand Hyatt Atlanta, Atlanta, Ga.
           Contact: http://www.turnaround.org/

Apr. 19-22, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Workshop
        The Ritz-Carlton Amelia Island, Amelia Island, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 2-4, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

November 1-3, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Westin Copley Place, Boston, Mass.
           Contact: http://www.turnaround.org/

Nov. 29 - Dec. 2, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Winter Leadership Conference
        JW Marriott Starr Pass Resort & Spa, Tucson, Ariz.
           Contact: 1-703-739-0800; http://www.abiworld.org/

April 10-12, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        JW Marriott Chicago, Chicago, Ill.
           Contact: http://www.turnaround.org/

October 3-5, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Marriott Wardman Park, Washington, D.C.
           Contact: http://www.turnaround.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.


                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Philline Reluya, Ronald C. Sy, Joel Anthony G.
Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2011.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


                  *** End of Transmission ***