TCR_Public/110421.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, April 21, 2011, Vol. 14, No. 110

                            Headlines

1ST CENTENNIAL: Rosen Law Firm Files Securities Fraud Class Action
6000, LLC: Case Summary & 6 Largest Unsecured Creditors
4KIDS ENTERTAINMENT: Court Approves Epiq as Administrative Agent
A+HC HOLDING: Court OKs Carrasquillo as Financial Consultant
A+HC HOLDING: Court Approves Charles Cuprill as Bankruptcy Counsel

AGE REFINING: NuStar Energy Closes $41MM Refining Assets Purchase
AGE REFINING: Extends Maturity of Credit Facility to July 15
ALPHA, LLC: Files for Bankruptcy Protection in Tennessee
ALPHA, LLC: Case Summary & 20 Largest Unsecured Creditors
AMERICA WEST: Widens Net Loss to $16.1-Mil. in 2010

APRIA HEALTHCARE: S&P Affirms 'BB-' Corporate Credit Rating
ARK DEVELOPMENT: Case Summary & 10 Largest Unsecured Creditors
BARZEL INDUSTRIES: Agrees to Pay $18,500 for Mid-Atlantic's Claim
BERNARD L MADOFF: Picard Bills $43.2MM For Oct.-Jan. Work
BIG WHALE: Court Sets June 17 as Claims Bar Date

BIG WHALE: Court Approves Kerkman & Dunn as Bankruptcy Counsel
BLACK RAVEN: Incurs $3.26 Million Net Loss in 2010
BOATING SERVICES: Dist. Ct. Directs Textron to Advise on Suit
BOWE BELL + HOWELL: Wants Quick Sale, Versa-Led Auction on May 31
CAPITOL HILL:  Pillsbury Loses Bid for Fees from Malpractice Suit

CAPMARK FINANCIAL: Files Chapter 11 Plan of Reorganization
CAPMARK FINANCIAL: Greenline Ventures Acquires NMTC Business
CAPSALUS CORP: Widens Net Loss to $16-Mil. in 2010
CARITAS HEALTH: Court Approves DiConza Traurig as Special Counsel
CENTER COURT: Section 341(a) Meeting Set for April 27

CHASE NC: N.C. Appeals Court Affirms Ruling v. Bankr. Counsel
CHEMTURA CORP: Court Directs Reserve for Oildale Claim
CHINA TEL GROUP: Incurs $66.6 Million Net Loss in 2010
CIRTRAN CORP: Incurs $4.95 Million Net Loss in 2010
CIT GROUP: Cease and Desist Orders Lifted on Bank Unit

CLEARWATER DEVELOPMENT: Investors Band Together to Bid for Assets
CNOSSEN DAIRY: Plan Disclosures Set for Hearing on April 28
COMCAM INTERNATIONAL: Incurs $1.35 Million Net Loss in 2010
COMPLETE RETREATS: 3rd Party May Fund Trustee's Suit v. Logue
COMPOSITE TECHNOLOGY: Asks for Court's Nod to Use Cash Collateral

COMPOSITE TECHNOLOGY: Case Reassigned to Judge Scott Clarkson
COMSTOCK MINING: Widens Net Loss to $60.3-Mil. in 2010
CONQUEST PETROLEUM: Incurs $14.49 Million Net Loss in 2010
CRAGGY LAND: Case Summary & 3 Largest Unsecured Creditors
C.W. MINING: COP Coal Pact Is Estate Property, 10th Cir. Says

DAIRY PRODUCTION: Committee Wins OK for Odyssey as Fin'l Advisor
DAIRY PRODUCTION: Can Employ Morgan Joseph as Financial Advisor
DEEP DOWN: Incurs $17.41 Million Net Loss in 2010
DELPHI CORP: New Delphi Buys Back GM & PBGC Stake for $4.39-Bil.
DELPHI CORP: GAO Clears Auto Task Force in Pension Issue

DELTA STARR: 5th Cir. Affirms Chapter 7 Conversion
DENTON LONE: Court Confirms Reorganization Plan
DOLLAR THRIFTY: Moody's Raises Corporate Family Rating to 'B2'
DRYSHIPS INC: Swings to $190.4 Million Profit in 2010
DRYSHIPS INC: Restates 2009 Annual Report on Form 20-F

DRYSHIPS INC: George Economou Discloses 13.9% Equity Stake
EAST COAST: Wants to Use Rents to Fund Case; Wells Fargo Objects
ENERTECK CORP: Incurs $2.76 Million Net Loss in 2010
ENVIRONMENTAL INFRASTRUCTURE: Incurs $2.56MM Net Loss in 2010
FANNIE MAE: Foreclosures on Apartment Buildings Rise

FISHER ISLAND: Seeks Dismissal of Creditors' Ch. 11 Petition
FRAC TECH: Moody's Puts 'B2' Rating on $550MM Senior Notes
FRAC TECH: S&P Affirms 'B+' Corporate Credit Rating
FRANKLIN PACIFIC: Court Allows Sale of Shalamar Apartments
FRE REAL ESTATE: Wants Access to Cash Collateral Until September

GAS CITY: Court Extends Plan Filing Exclusivity Until June 30
GENTA INC: Has 86.04 Million Outstanding Common Shares
HACIENDA GARDENS: Seeks to Dismiss Chapter 11 Case
HEARUSA INC: BDO USA Raises Going Concern Doubt
HOFMEISTER'S PERSONAL: Files For Chapter 11 Bankruptcy Protection

HONOLULU SYMPHONY: New Owner Has 3-Year Contract With Musicians
HOPE SPRINGS: Court Extends Exclusive Filing Period for Plan
HOSPITAL DAMAS: Court to Consider Financing Extension on April 20
HOSPITAL DAMAS: Plan Filing Exclusivity Extended Until May 31
HUNTSMAN CORP: S&P Affirms 'B+' Corporate Credit Rating

IASIS HEALTHCARE: Moody's Puts 'Caa1' Rating on $935MM Notes
IASIS HEALTHCARE: S&P Gives 'CCC+' to Senior Unsecured Notes
IMAGE METRICS: Registers Common Shares With SEC
IRON MOUNTAIN: S&P Places 'BB-' Corp. Credit Rating Under Watch
JAMES RIVER: MSHA Finds Potential Violation at Abner Rider Mine

JUNIPER GROUP: Incurs $14.85 Million Net Loss in 2010
K5 GLOBAL: Case Summary & 6 Largest Unsecured Creditors
KE KAILANI: Files Chapter 11 Plan of Reorganization
KENTUCKY ENERGY: Incurs $4.16 Million Net Loss in 2010
KIEBLER RECREATION: Peek'N Peak Owners Withdraw Chapter 11 Plan

KIEBLER RECREATION: Court to Hold Hearing on Dismissal on May 24
LA DODGERS: MLB Takes Over Operations, Reviews Financials
LEXICON UNITED: Suspending Duty to File Reports With SEC
LIMITED BRANDS: Fitch Affirms IDR at 'BB+'; Outlook Stable
LOCATEPLUS HOLDINGS: Incurs $1.61 Million Net Loss in 2010

LOWER BUCKS: Allowed to Access Cash Collateral Thru June 3
LOWER BUCKS: Hires Great American Group as Appraisors
LOWER BUCKS: Taps Zelenkofske Axelrod as Tax Advisors
LOWER BUCKS: Agrees To Continue Equipment Lease With GECC
MAJESTIC CAPITAL: Receives Delisting Notice from Nasdaq

MARIKA TOLZ: South Fla. Trustee to Plead Guilty to $16MM Fraud
MARSH HAWK: Prudential/Committee Plan Set for May 3 Confirmation
MICROBILT CORP: Taps Lowenstein Sandler as Counsel
MMFX CANADIAN: Has Until July 11 to File Chapter 11 Plan
MMFX CANADIAN: Court Approves Bidna & Keys as Special Counsel

MOHEGAN TRIBAL: Files Statistical Report for Mohegan Sun
MP-TECH AMERICA: Has Court's Interim OK to Obtain DIP Financing
MP-TECH AMERICA: Wants to Tap Burton & Armstrong as Counsel
MP-TECH AMERICA: Seeks to Tap Fritz Hughes as Co-Counsel
MULTIPLE EMPLOYER: Passons et al. Suit Transferred to Bankr. Ct.

MULTIUT CORP: Court Rejects Plan, Mulls Case Conversion
NEW JERSEY MOTORSPORTS: Milville Hires Greenbaum Rowe
NEW RIVER DRY: Agent Directed to Disgorge Commission
NEWKIRK HOLDINGS: Nursing Centers to Remain Open While in Ch. 11
NO FEAR: Committee Taps Pachulski Stang as Bankruptcy Counsel

NO FEAR: Committee Taps BDO USA as Financial Advisor
NORMAN REGIONAL: Moody's Affirms 'Ba1' Long-Term Debt Rating
NYC OFF-TRACK: Vacated Betting Parlors Struggle to Find Tenants
OCEAN PLACE: Seeks Services From Coakley & Williams
ORANGE GROVE: Court Approves Hahn Fife as Accountant

OVERLAND STORAGE: Files Form S-3; Registers $12.56MM Shares
OVERLAND STORAGE: Files Form S-8; Registers 3.71MM Common Shares
OWENS-BROCKWAY GLASS: Moody's Affirms 'Ba2' CFR; Outlook Stable
PALM HARBOR: Maturity of Fleetwood DIP Pact Extended to April 30
PANOCHE VALLEY: Voluntary Chapter 11 Case Summary

PARK CENTRAL: Wants to Use Cash Collateral
PARK CENTRAL: Taps Valuation Consultants as Real Estate Appraiser
PARK CENTRAL: Taps Greenberg Traurig as Counsel
PARK CENTRAL: Seeks to Emply Grubb & Ellis as Leasing Agent
PARMALAT SPA: Italian Watchdog Slams Acquittal of 4 Banks

PAUL TRANSPORTATION: Has Until June 14 to Decide on Leases
PHI GROUP: Amends FY2010 Form 10-Q to Correct Errors
PHILADELPHIA ORCHESTRA: Launches Campaign to Raise Funds
PLATINUM STUDIOS: Incurs $9.94 Million Net Loss in 2010
POINT BLANK: Creditors File Motion to Vacate Financing Order

PREMIUM DEV'T: Court Moves Hearing to Dismiss Case to May 5
RASER TECHNOLOGIES: Incurs $101.80 Million Net Loss in 2010
RAMEY HOSPITALITY: Case Summary & 14 Largest Unsecured Creditors
RANCHO MALIBU: Court Sets Disclosure Statement Hearing on May 10
RAY ANTHONY: To Sell Assets Encumbered by United Bank Interests

ROBB & STUCKY: Collier Lenders Not Entitled to Adequate Protection
RW LOUISVILLE: Files Amended Outline for Plan of Reorganization
SATELITES MEXICANOS: Investors Want 12% Yield on US$325MM Bonds
SATELITES MEXICANOS: Moody's Puts (P) B3 Rating on Proposed Notes
SBARRO INC: Section 341(a) Meeting Slated for May 5

SBARRO INC: Court Approves Epiq Bankruptcy as Claims Agent
SBARRO INC: US Trustee Forms Five-Member Creditor's Committee
SBARRO INC: Can Pay Critical Vendors' Claims on Interim Basis
SBARRO INC: Final Hearing on $35MM Financing on April 26
SCOVILL FASTENERS: Files for Chapter 11 For Quick Sale

SCOVILL FASTENERS: Case Summary & 40 Largest Unsecured Creditors
SOUTH BAY: Emerges From Chapter 11 Bankruptcy
SPECIALTY TRUST: Can Use Cash Collateral Until June 30
SPECIALTY TRUST: Equity Committee Files Plan of Reorganization
SUNRISE REAL ESTATE: Incurs US$25,487 Net Loss in 2010

TAPATIO SPRINGS: Wants to Sell Land for $3.4-Mil to Majestic
TAYLOR & BISHOP: Files Amended Plan and Disclosure Statement
TAYLOR BEAN: Farkas Lawyer Appeals to Jury as Trial Ends
TEMPUS RESORT: Committee Taps Broad And Cassel as Attorney
TIGRENT INC: Lazarus Investment Discloses 6.4% Equity Stake

TOWNSENDS INC: Court Extends Plan Filing Period Until June 17
TRICO MARINE: Court Okays Sale of Suwannee River Assets to Odekole
UNITED REFINING: S&P Affirms 'B' Corporate Credit Rating
VALLEY FORGE: RR Hawkins Raises Going Concern Doubt
VITRO SAB: Bondholders Want New Ch. 15 Case Moved to Texas

VYTERIS INC: Incurs $10.54 Million Net Loss in 2010
WESTERN SUNSET: Case Summary & 5 Largest Unsecured Creditors
WESTVIEW LLC: Case Summary & 20 Largest Unsecured Creditors
WHITTON CORP: Gets Court's Nod to Use Cash Collateral Thru May 2
WHITTON CORP: Court to Hear DIP Loan Motion on April 20

WOLVERINE TUBE: Files Plan, Disclosure Statement Approved
ZANETT INC: Incurs $1.66 Million Net Loss in 2010
ZANETT INC: Restates Third Quarter 2010 Form 10-Q

* Cash-Strapped Cities Still Leery of Chapter 9
* Housing Starts in U.S. Rose 7.2% in March to 549,000 Pace

* Sheldon Good to Conduct "Absolute" Chapter 7 Auction on May 24

* Recent Small-Dollar & Individual Chapter 11 Filings


                            *********


1ST CENTENNIAL: Rosen Law Firm Files Securities Fraud Class Action
------------------------------------------------------------------
The Rosen Law Firm, P.A. announced on April 20, 2011, that a class
action lawsuit has been filed on behalf of investors who purchased
the securities of 1st Centennial Bancorp FCEN 0.00% during the
period from April 13, 2006 to Jan. 23, 2009.  The lawsuit seeks to
recover investors' damages from violations of the federal
securities laws.

To join the 1st Centennial class action, visit the Rosen Law
Firm's website at http://www.rosenlegal.com,or call Laurence
Rosen, Esq. or Phillip Kim, Esq., toll-free, at 866-767-3653; you
may also email lrosen@rosenlegal.com or pkim@rosenlegal.com for
information on the class action.

During the Class Period, 1st Centennial was a bank holding company
for the 1st Centennial Bank.  The Complaint asserts violations of
the federal securities laws against 1st Centennial's and the
Bank's former officers and directors for issuing false and
misleading financial information to investors.  The Complaint
alleges that defendants misled investors and concealed: (a) the
Bank's exposure to the risky CRE/ADC loan market; (b) mounting
loan losses, and (c) the Bank's loan underwriting and credit
administration practices including its non-compliance with prudent
banking standard and lending policy.

According to the Complaint, as a result of the alleged misconduct
at the Bank, on January 23, 2009 the California Department of
Financial Institutions seized the Bank and appointed the FDIC as
receiver.  Thereafter, the Company filed for bankruptcy on
March 25, 2009.  The Complaint alleges that the investors began to
learn of the Bank's fraudulent nature of the misdeeds at the Bank
in August of 2009 when a material loss review was issued by
regulators.  On Jan. 14, 2011, the FDIC sued the Bank's officers
and directors alleging, among other things, willful misconduct in
causing the Bank's failure.  The Complaint alleges that investors
in 1st Centennial securities were damaged as a result of the
misconduct.

If you wish to serve as lead plaintiff, you must move the Court no
later than 60 days from April 20.  A lead plaintiff is a
representative party acting on behalf of other class members in
directing the litigation.  If you wish to join the litigation, or
to discuss your rights or interests regarding this class action,
please contact Laurence Rosen, Esq. or Phillip Kim, Esq. of The
Rosen Law Firm, toll-free, at 866-767-3653, or via e-mail at
lrosen@rosenlegal.com or pkim@rosenlegal.com.  You may also visit
the firm's website at http://www.rosenlegal.com.

The Rosen Law Firm represents investors throughout the globe,
concentrating its practice in securities class actions and
shareholder derivative litigation.

1st Centennial Bank, based in Redlands, California, was closed
in January 2009 by the California Department of Financial
Institutions, which then appointed the FDIC as receiver.

Following the closing, the FDIC entered into a purchase and
assumption agreement with First California Bank, in Westlake
Village, California, to assume the insured deposits of 1st
Centennial.  As of January 9, 2009, 1st Centennial had total
assets of $803.3 million and total deposits of $676.9 million, of
which there were approximately $12.8 million that exceeded the
insurance limits.

1st Centennial Bank's failure was estimated to cost the FDIC's
Deposit Insurance Fund $227 million.


6000, LLC: Case Summary & 6 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: 6000, LLC
        6000 West Touhy, Suite 200
        Chicago, IL 60646

Bankruptcy Case No.: 11-16529

Chapter 11 Petition Date: April 18, 2011

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Jacqueline P. Cox

Debtor's Counsel: Ariel Weissberg, Esq.
                  WEISSBERG & ASSOCIATES, LTD
                  401 S. LaSalle Street, Suite 403
                  Chicago, IL 60605
                  Tel: (312) 663-0004
                  Fax: (312) 663-1514
                  E-mail: ariel@weissberglaw.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 six largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ilnb11-16529.pdf

The petition was signed by Gus Tountas, member/manager.


4KIDS ENTERTAINMENT: Court Approves Epiq as Administrative Agent
----------------------------------------------------------------
4Kids Entertainment, Inc., and its debtor affiliates sought and
obtained permission from the U.S. Bankruptcy Court for the
Southern District of New York to employ Epiq Bankruptcy Solutions,
LLC, as their administrative agent, nunc pro tunc to the Petition
Date.

As administrative agent, Epiq will, among other things:

   -- assist with solicitation, balloting and tabulation and
      calculation of votes, as well as prepare any appropriate
      reports, as required in furtherance of confirmation of a
      plan of reorganization;

   -- generate an official ballot certification and testify, if
      necessary, in support of the ballot tabulation results;

   -- gathering data in conjunction with the preparation, and
      assist with the preparation, of the Debtors' schedules of
      assets and liabilities and statements of financial affairs;

   -- generate, provide and assist with claims reports, claims
      objections, exhibits, claims reconciliation, and related
      matters; and

   -- provide a confidential data room.

The Services Agreement between the parties provides that the
Debtors will indemnify, defend and hold Epiq, its affiliates,
parent and employees harmless under certain circumstances
specified in the Services Agreement, except in circumstances
resulting solely from Epiq's gross negligence or willful
misconduct.

Epiq will be paid according to its standard hourly rates as set
forth in the Services Agreement, and will be reimbursed for its
reasonable out of pocket expenses.  Prior to the Petition Date,
Epiq received a retainer of $20,000 from the Debtors.

Daniel C. McElhinney, managing director at Epiq, assures the Court
that Epiq does not (a) hold or represent an interest materially
adverse to the Debtors' estates with respect to any matter for
which it will be employed, or (b) have any materially adverse
connection to the Debtors, their creditors or other relevant
parties.

                     About 4Kids Entertainment

New York-based 4Kids Entertainment, Inc., dba 4Kids, is a
diversified entertainment and media company specializing in the
youth oriented market, with operations in the following business
segments: (i) licensing, (ii) advertising and media broadcast, and
(iii) television and film production/distribution.  The parent
entity, 4Kids Entertainment, was organized as a New York
corporation in 1970.

4Kids Entertainment, along with affiliates, filed for Chapter 11
bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-11607) on
April 6, 2011.  Michael B. Solow, Esq., at Kaye Scholer LLP,
serves as the Debtors' bankruptcy counsel.  Epiq Bankruptcy
Solutions, LLC, is the Debtors' claims and notice agent.  The
Debtors disclosed $23,372,877 in total assets and $16,526,747 in
total debts as of the Chapter 11 filing.


A+HC HOLDING: Court OKs Carrasquillo as Financial Consultant
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico
authorized A+HC Holding, Inc., to employ CPA Luis R. Carrasquillo
& CO., P.S.C., as financial consultant.

The firm will:

   a. provide advice in strategic planning and the preparation
      of the Debtor's plan of reorganization, disclosure
      statement and business plan; and

   b. participate in the Debtor's negotiations with creditors.

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

      CPA Luis R. Carrasquillo, Partner                    $150
      CPA Marcelo Gutierrez, Senior CPA                    $125
      CPA Myris Acosta, Senior CPA                         $100
      CPA Michelle Batlle, Senior CPA and Tax Specialist    $85

      Other CPA's                                         $90-$100

      Carmen Callejas, Senior Accountant                    $70
      Joel Torres Sanchez, Tax Specialist                   $70
      Sandra Zavala Diaz, Junior Accountant                 $45

      Administrative Personnel                              $35

Luis R. Carrasquillo Ruiz, the principal of the firm, assured the
Court that the firm is a "disinterested person" within the meaning
of Section 101(14) of the Bankruptcy Code.

San Juan, Puerto Rico-based A+HC Holding, Inc., aka Farmacias El
Amal, filed for Chapter 11 bankruptcy protection (Bankr. D. P.R.
Case No. 11-01428) on Feb. 24, 2011.  In its schedules, the Debtor
disclosed $32,711,487 in total assets and $29,266,889 in total
debts as of the Petition Date.  Charles Alfred Cuprill, Esq., at
Charles A. Curpill, PSC Law Office, serves as the Debtor's
bankruptcy counsel.


A+HC HOLDING: Court Approves Charles Cuprill as Bankruptcy Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico
authorized A+HC Holding, Inc., to employ Charles A. Cuprill,
P.S.C., Law Offices, as bankruptcy counsel.

Charles A. Cuprill will represent the Debtor in its bankruptcy
case.

The Debtor has retained Charles A. Cuprill on the basis of a
$22,500 retainer, against which the law firm will bill on the
basis of $350 per hour, plus expenses, for work performed or to be
performed; $225 per hour for associates; and $85 per hour for
paralegals.

Charles A. Cuprill-Hernandez, Esq., the principal of the firm,
assured the Court that the firm is a "disinterested person" within
the meaning of Section 101(14) of the Bankruptcy Code.

San Juan, Puerto Rico-based A+HC Holding, Inc., aka Farmacias El
Amal, filed for Chapter 11 bankruptcy protection (Bankr. D. P.R.
Case No. 11-01428) on Feb. 24, 2011.  In its schedules, the Debtor
disclosed $32,711,487 in total assets and $29,266,889 in total
debts as of the Petition Date.  CPA Luis R. Carrasquillo & CO.,
P.S.C., serves as financial consultant to the Debtor.


AGE REFINING: NuStar Energy Closes $41MM Refining Assets Purchase
-----------------------------------------------------------------
NuStar Energy L.P. on April 19, 2011, closed on its $41 million
acquisition of certain refining and terminal assets of AGE
Refining.  The company purchased these assets from the Chapter 11
Bankruptcy trustee after receiving clearance from the bankruptcy
court on April 14.

"This relatively small transaction is a great acquisition for our
investors, employees and community," said Curt Anastasio,
President and CEO of NuStar Energy L.P. and NuStar GP Holdings,
LLC.  "We can lock in guaranteed margins through the futures
market for crude, distillates and gasoline-related products for
the next three to four years.  So we expect the refinery to
generate attractive returns, and it is projected to be immediately
accretive to our earnings and distributable cash flow."

The AGE refinery is a low-cost 14,500 barrel per day refinery
based on the South Side of San Antonio, which has been operating
near capacity since the March 9 completion of a state-of-the-art,
seven-bay truck loading rack.  The acquisition also includes a
200,000-barrel terminal in Elmendorf, Texas.

The refinery purchases and processes crude oils and condensates
from across South Texas, including the rapidly developing Eagle
Ford Shale.  It produces and sells various products, including jet
fuels, ultra-low sulfur diesel (ULSD), naphtha, reformates,
liquefied petroleum gas (LPG), specialty solvents and other highly
specialized fuels, to commercial and retail customers and the U.S.
military.

"The refinery's proximity to the Eagle Ford Shale is big plus,"
said Mr. Anastasio. "The light crude oil that is coming out of the
Eagle Ford Shale is well-suited to the refinery and it is in our
backyard so our transportation costs are low.  We expect this will
provide a significant economic benefit because we're able to take
advantage of these lower cost South Texas sweet crudes and realize
transportation cost savings which will enhance the refinery's
profitability.

"We are very excited about acquiring this refinery because it's
great news for our hometown of San Antonio.  We are looking
forward to investing in the refinery and working with the AGE
employees to ensure the plant meets the highest standards for
safety, environmental stewardship and reliability.  We have a lot
of refining expertise in-house and our employees have a strong
record for safety and environmental excellence. So we are well-
positioned to not only improve the plant's operations, but also to
maximize its profitability.

"We are also looking forward to bringing aboard all of the
employees.  We think they'll enjoy working for NuStar because when
we make an acquisition we always invest more in the facilities,
employees and the community than the previous owners. In fact, the
AGE employees will realize immediate and substantial improvements
in their combined compensation and benefits when they join our
company," said Mr. Anastasio.

AGE had been in the midst of a court-supervised sales process
since filing for Chapter 11 bankruptcy protection on Feb. 8, 2010.
"Operating in bankruptcy for over a year has been a great
challenge for the employees of AGE Refining and I applaud their
perseverance," said Eric Moeller, the Chapter 11 Bankruptcy
Trustee.

"We are very pleased that a company of NuStar's caliber has agreed
to buy these assets. NuStar not only offered a good purchase
price, but is a financially strong and growing company with the
resources and expertise to invest in the refinery, run it safely
and reliably, serve as a good neighbor, and provide the employees
with outstanding compensation and benefits. NuStar also has a
track record of taking care of all of the stakeholders when it
makes an acquisition. This agreement represents a major milestone
as we bring the bankruptcy to a positive conclusion for everyone
involved," Mr. Moeller said.

                       About NuStar Energy L.P.

NuStar Energy L.P. -- http://www.nustarenergy.com/-- is a
publicly traded, limited partnership based in San Antonio, with
8,417 miles of pipeline; 90 terminal and storage facilities that
store and distribute crude oil, refined products and specialty
liquids; and two asphalt refineries with a combined throughput
capacity of 104,000 barrels per day.  The partnership's combined
system has over 94 million barrels of storage capacity.  One of
the largest asphalt refiners and marketers in the U.S. and the
second largest independent liquids terminal operator in the
nation, NuStar has operations in the United States, Canada,
Mexico, the Netherlands, the United Kingdom and Turkey.

                        About Age Refining

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

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

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


AGE REFINING: Extends Maturity of Credit Facility to July 15
------------------------------------------------------------
Eric J. Moeller, the court-appointed Chapter 11 Trustee in AGE
Refining, Inc.'s bankruptcy case, and JP Morgan Chase Bank, NA, as
lender and administrative agent, entered into a 7th amendment of a
postpetition credit agreement among them and certain lender
parties.

The Trustee notifies the U.S. Bankruptcy Court for the Western
District of Texas that under the 7th Amendment, the expiration
date of the credit financing agreement is extended to July 15,
2011.

The Court's original final order on the Credit Facility was
entered in December 2010.  Parties to the Facility have entered
into several amendments of the agreement since then.  The 6th
Amendment, executed in January 2011, increased the amount of the
revolver credit facility to an aggregate total of $60 million and
extended the facility expiration date to April 30, 2011.

The loan proceeds are utilized to pay the Debtor's overhead and
operating expenses and ordinary course of business obligations.

                        About Age Refining

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

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

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


ALPHA, LLC: Files for Bankruptcy Protection in Tennessee
--------------------------------------------------------
Alpha, LLC filed for protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Tenn. Case No. 11-03976) on Apr. 19
in Nashville.

According to Bloomberg News, Alpha, LLC, a waterfront real estate
developer, estimated less than $50,000 in assets against
liabilities of $10 million to $50 million.  The Lexington,
Kentucky-based company said in court filings that among its
unsecured debts it owes $4 million to Peter Brunner of Aurora,
Oregon-based Peter Brunner Capital LLC.  Other unsecured creditors
listed by the Debtor include Brian Wright of Franklin, Tennessee,
to whom Alpha owes $298,097 and William Wright of Birmingham,
Alabama, to whom Alpha owes $265,827, court papers show.

Alpha estimates that after excluding exempt property and paying
administrative expenses "there will be no funds available for
distribution to unsecured creditors," according to court filings.


ALPHA, LLC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Alpha, LLC
        3399 Tates Creek, Suite 150
        Lexington, KY 40502

Bankruptcy Case No.: 11-03976

Chapter 11 Petition Date: April 19, 2011

Court: U.S. Bankruptcy Court
       Middle District of Tennessee (Nashville)

Judge: Keith M. Lundin

Debtor's Counsel: Thomas Larry Edmondson, Sr., Esq.
                  T. LARRY EDMONDSON, ATTORNEY AT LAW
                  800 Broadway, 3rd Floor
                  Nashville, TN 37203
                  Tel: (615) 254-3765
                  Fax: (615) 254-2072
                  E-mail: larryedmondson@live.com

Estimated Assets: $0 to $50,000

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/tnmb11-03976.pdf

The petition was signed by Mark Hemphill, manager.


AMERICA WEST: Widens Net Loss to $16.1-Mil. in 2010
---------------------------------------------------
America West Resources, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K, reporting a
net loss of $16.14 million on $10.07 million of total revenue for
the year ended Dec. 31, 2010, compared with a net loss of
$8.70 million on $11.01 million of total revenue during the prior
year.

The Company's balance sheet at Dec. 31, 2010, showed
$23.47 million in total assets, $32.58 million in total
liabilities, and a $9.11 million stockholders' deficit.

MaloneBailey, LLP, in Houston, Texas, expressed substantial doubt
about America West's ability to continue as a going concern,
following the 2010 financial results.  The independent auditors
noted that the Company has a working capital deficit and has
incurred significant losses.

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

                         About America West

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


APRIA HEALTHCARE: S&P Affirms 'BB-' Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Rating Services said it affirmed its 'BB-'
corporate credit rating and all issue-related ratings on home
health care service provider Apria Healthcare Group Inc.  "We
revised the outlook to negative, given cash flow that is below
our expectations and ongoing working capital management issues,"
S&P related.

"Our on Apria Healthcare Group Inc. reflects the company's
aggressive financial risk profile as a sponsor-owned company.
The rating also considers Apria's exposure to third-party
reimbursement and an uncertain pricing environment," said Standard
& Poor's credit analyst Tahira Wright.  Still, we view the company
as having a fair business risk profile, bolstered by Apria's
leading position in providing specialized home health care
services and equipment.  However, the unsuccessful outsourcing of
Apria's billing function has caused the company to fall short of
our EBITDA expectations, despite the company's continued
initiative to pursue cost savings, which largely have been
achieved.  The possibility that EBITDA may not meaningfully
improve in 2011 contributes to our negative outlook," S&P stated.

S&P continued, "As a sponsor-owned company, we view Apria's
financial risk profile as aggressive.  Lease-adjusted debt
leverage was about 4x at Dec. 31, 2010, which includes cost
savings already achieved and adjustments for costs attributable
to cost savings and 4.5x without one-time adjustments.  This is at
a level that is a half a turn higher than we expected a year ago.
We expected cost savings already achieved to assist in reducing
debt leverage to about 3.5x.  Leverage is more than double what it
was before its acquisition by The Blackstone Group in 2008.  While
the company can continue to grow organically and realize some
additional cost savings to offset potential adverse reimbursement
changes, the task of returning outsourcing functions in-house will
pose a challenge in building EBITDA."


ARK DEVELOPMENT: Case Summary & 10 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Ark Development/Oceanview, LLC
        701 West Cypress Creek Road, Suite 301
        Fort Lauderdale, FL 33309

Bankruptcy Case No.: 11-20382

Chapter 11 Petition Date: April 18, 2011

Court: United States Bankruptcy Court
       Southern District of Florida (Fort Lauderdale)

Judge: John K. Olson

Debtor's Counsel: Philip J. Landau, Esq.
                  SHRAIBERG, FERRARA, & LANDAU P.A.
                  2385 N.W. Executive Center Dr # 300
                  Boca Raton, FL 33431
                  Tel: (561) 443-0800
                  E-mail: plandau@sfl-pa.com

Scheduled Assets: $12,000,000

Scheduled Debts: $9,772,531

The petition was signed by Issac Kodsi, managing member.

List of 10 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Stone Profiles, LLC       sub-contractor         $15,874
1127 Poinsettia Drive
Delray Beach, FL 33444

LFH Acquisition Corp.     sub-contractor         $8,806
dba Labor for Hire
c/o Brian M. Abelow
5561 N. University Drive,
Suite 102
Pompano Beach, FL 33067

Allied Elevator Company,  sub-contractor         $6,300
Inc.
18101 N.W. 82nd Court
Hialeah, FL 33015

Casale Marble Imports,    sub-contractor         $2,450
Inc.

FL Dept of Revenue                               Unknown

Internal Revenue Service                         Unknown

Internal Revenue Service                         Unknown

Internal Revenue Service                         Unknown

Internal Revenue Service                         Unknown

US Attorney Southern District                    Unknown
of Florida


BARZEL INDUSTRIES: Agrees to Pay $18,500 for Mid-Atlantic's Claim
-----------------------------------------------------------------
Barzel Industries, Inc., and its debtor affiliates entered into a
Bankruptcy Court-approved stipulation with Mid-Atlantic Crane &
Equipment Company to resolve certain claims and actions in
connection with the Debtors' bankruptcy cases.

Debtor Nova Tube Indiana LLC is party to an agreement with Mid-
Atlantic for the construction and installation of two 15-ton
cranes and runways at a facility owned by Nova Tube in Indiana.
Mid-Atlantic contended that the Debtors owe it $271,134 for
equipment, materials and labor due.

To resolve their dispute, the parties agree that the Debtors will
pay Mid-Atlantic $18,500 in full satisfaction of the Mid-Atlantic
Claim.  In exchange, Mid-Atlantic will withdraw its secured claim,
mechanic's lien and mechanic's lien motion against the Debtors.

                     About Barzel Industries

Norwood, Massachusetts-based Barzel Industries, Inc., was in the
business of processing and distributing steel.  The Company
manufactured steel for the construction and industrial
manufacturing industries, and produces finished commercial racking
products.

Barzel Industries -- aka Novamerican Steel Inc. and Symmetry
Holdings Inc. -- and seven affiliates filed for Chapter 11 on
September 15, 2009 (Bankr. D. Del. Case No. 09-13204).  Judge
Christopher S. Sontchi presides over the cases.  J. Kate Stickles,
Esq., and Patrick J. Reilley, Esq., at Cole, Schotz, Meisel,
Forman & Leonard, P.A., in Wilmington, Delaware, and Gerald H.
Gline, Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A., in
Hackensack, N.J., serve as the Debtors' counsel.

On the same day, Barzel Industries filed applications for relief
under the Canadian Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice -- Commercial List.

Barzel Industries recorded assets of $370,145,000 against debts of
$375,412,000 as of May 30, 2009.

Barzel sold most of the assets in November 2009 for $75 million to
Norwood, Massachusetts-based Chriscott USA Inc.  Secured lenders
agreed to a settlement later where they received a release of
claims in return for giving up $800,000.


BERNARD L MADOFF: Picard Bills $43.2MM For Oct.-Jan. Work
---------------------------------------------------------
Ashby Jones, writing for The Wall Street Journal, reports that
Baker & Hostetler's Irving Picard, the trustee appointed to
oversee Bernard L. Madoff's estate, is seeking payment of $43.2
million for his and his firm's four-months' work in the case.
According to the report, from Oct. 1 to Jan. 31, Mr. Picard billed
almost 955 hours on Madoff-related work.  Mr. Picard charged $748
an hour.  The firm billed 116,399 hours at $371 an hour, according
to Mr. Picard's filing.

Amanda Remus, a Picard spokeswoman, declined to comment on the
report, the Journal relates.  In the filing, Mr. Picard said he
and his lawyers bill the Madoff estate, not tapping the fund of
customer property.

"The payment of fees and expenses to the trustee and any of his
counsel has absolutely no impact on recoveries" by Madoff
investors, he said.

The Journal notes that Baker Hostetler has made $175.5 million on
Madoff-related matters since late 2008, when Mr. Madoff was
arrested.

Mr. Picard has filed more than 1,000 suits seeking money for Mr.
Madoff's investors, and has recovered more than $7.6 billion, out
of about $17 billion in principal lost, according to his latest
calculations.

                      About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping $50 billion.  On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of
New York granted the application of the Securities Investor
Protection Corporation for a decree adjudicating that the
customers of BLMIS are in need of the protection afforded by the
Securities Investor Protection Act of 1970.  The District Court's
Protective Order (i) appointed Irving H. Picard, Esq., as trustee
for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP
as his counsel, and (iii) removed the SIPA Liquidation proceeding
to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789)
(Lifland, J.).  Mr. Picard has retained AlixPartners LLP as claims
agent.

On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893).  The case is before Hon. Burton Lifland.  The
petitioning creditors -- Blumenthal & Associates Florida General
Partnership, Martin Rappaport Charitable Remainder Unitrust,
Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert
US$64 million in claims against Mr. Madoff based on the balances
contained in the last statements they got from BLMIS.

On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).

The Chapter 15 case was later transferred to Manhattan.  In June
2009, Judge Lifland approved the consolidation of the Madoff SIPA
proceedings and the bankruptcy case.

Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to
150 years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.)

As of Feb. 18, 2011, a total of $6.85 billion in claims by
investors has been allowed, with $791.1 million to be paid by the
Securities Investor Protection Corp.  Investors are expected to
receive additional distributions from money recovered by
Mr. Picard from lawsuits or settlements.


BIG WHALE: Court Sets June 17 as Claims Bar Date
------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Wisconsin
set June 17, 2011, as deadline for creditors of the Big Whale LLC
to file proofs of claim.

The Debtor said it is in the drafting stages for its plan of
reorganization and anticipates filing that plan and the
accompanying disclosure statement in the coming weeks.

                          About Big Whale

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

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


BIG WHALE: Court Approves Kerkman & Dunn as Bankruptcy Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Wisconsin
authorized the Big Whale LLC to employ Kerkman & Dunn as
bankruptcy counsel.

Kerkman & Dunn will charge the Debtors' estate based on the hourly
rates of its professionals:

       Jerome R. Kerkman                         $310
       Michael P. Dunn                           $310
       Justin M. Mertz                           $225
       Associate Attorneys                     $210-275
       Non-Attorney Paraprofessionals             $90

To the best of the Debtor's knowledge, Kerkman & Dunn is a
"disinterested person" within the meaning of Section 101(14) of
the bankruptcy code.

Kerkman & Dunn can be reached at:

                 Justin M. Mertz, Esq.
                 KERKMAN & DUNN
                 757 N. Broadway, Suite 300
                 Milwaukee, WI 53202
                 Tel: (414) 277-8200
                 E-mail: jmertz@kerkmandunn.com

                          About Big Whale

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

The Big Whale, LLC, filed for Chapter 11 bankruptcy protection
(Bankr. E.D. Wis. Case No. 11-23756) on March 21, 2011.  In its
schedules, the Debtor disclosed $12,278,647 in total assets and
$13,613,203 in total debts as of the Petition Date.


BLACK RAVEN: Incurs $3.26 Million Net Loss in 2010
--------------------------------------------------
Black Raven Energy, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K, reporting a
net loss of $3.26 million on $469,000 of total revenue for the
year ended Dec. 31, 2010, compared with net income of
$20.71 million on $460,000 of total revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010, showed
$16.59 million in total assets, $25.80 million in total
liabilities, and a $9.21 million stockholders' deficit.

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

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

                         About Black Raven

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

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


BOATING SERVICES: Dist. Ct. Directs Textron to Advise on Suit
-------------------------------------------------------------
In the suit, Textron Financial Corporation, a Delaware
corporation, v. Boaters Warehouse/Advanced Boating Services, LLC,
a Florida limited liability company corporation f/k/a Advanced
Boating Services, LLC, Case No. 2:09-cv-172-FtM-99SPC (M.D. Fla.),
Magistrate Judge Sheri Polster Chappell directed the Plaintiff to
inform the District Court on or before April 29, 2011, as to how
the defendant's bankruptcy plan affects this case, including
whether this matter is now moot.  The Court will take no further
action on its Order directing Defendant to obtain counsel until
such time as Plaintiff responds.  The suit was stayed as to
Defendant on April 13, 2009, until such time as the Bankruptcy
Court lifted its stay.  The District Court also directed Defendant
to advise the Court as to the status or proceedings in the
bankruptcy case every 120 days.  In its March 17, 2011 Status
Report, Defendant informed the Court that the Bankruptcy Court
entered its Order Confirming Chapter 11 Plan of the Debtor on Nov.
19, 2009, and entered its Final Decree on Jan. 20, 2010.
Accordingly, the bankruptcy case is closed.  Defendant noted in
its Status Report that the Plaintiff's claim in the instant
lawsuit may not be moot.

A copy of the District Court's April 19, 2011 Order is available
at http://is.gd/Qv5Bgvfrom Leagle.com.

Boaters Warehouse/Advanced Boating Services, LLC, fka Advanced
Boating Services, LLC, in Port Charlotte, Florida, sells boats and
boating supplies.  It filed for Chapter 11 bankruptcy (Bankr. M.D.
Fla. Case No. 09-05752) on March 26, 2009, Judge Alexander L.
Paskay presiding.  Chad S. Bowen, Esq. -- ecf@jennisbowen.com --
at Jennis & Bowen, P.L., served as bankruptcy counsel.  In its
petition, the Debtor listed $1 million to $10 million in assets
and debts.


BOWE BELL + HOWELL: Wants Quick Sale, Versa-Led Auction on May 31
-----------------------------------------------------------------
Bowe Systec, Inc., et al., have filed with the U.S. Bankruptcy
Court for the District of Delaware proposed bidding and auction
procedures related to the sale of substantially all of the
Debtors' assets free and clear of all liens, claims, encumbrances
and interests.

The Debtors propose that the Court hold a hearing for the bidding
procedures on May 4, 2011.

                     Stalking Horse Agreement

Under a stalking horse agreement entered on April 18, 2011,
Contrado BBH Funding, LLC, and a Canadian corporation to be
formed, each a wholly owned subsidiary of Versa Capital Management
Inc., will submit a credit bid for substantially all of the
Debtors' assets.  The agreement states that the Purchasers will
offer employment to at least 85% of the Debtors' active employees
effective as of the closing date.  The Stalking Horse Bidders will
pay all cure obligations in connection with the assumption and
assignment of executor contracts and facility leases and all taxes
and fees resulting from the transfer of the Debtors' assets.  The
Stalking Horse Bidders will also assume certain unpaid ordinary
course of business postpetition obligations.

For the assets, the Stalking Horse Bidders will pay the sum of
(i) the credit bid amount: (a) $80 million, plus (b) the Canadian
credit bid amount; plus (ii) $302,000; plus (iii) all cure amounts
paid or to be paid; plus (iv) the assumed liabilities.  The
aggregate purchase price for the German assets will be $20,000,
plus the assumption of the German obligations.

In the event that the Stalking Horse Bidders don't come out as the
buyers of the Debtors' assets, the Stalking Horse Bidders will be
paid a break-up fee of $1.5 million and an expense reimbursement
of up to $1.75 million.

                        Bidding Procedures

In the event that the Debtors receive other offers to buy the
assets, an auction will be held on May 31, 2011.  The Debtors
propose that bids must be submitted by May 26, 2011.  The sale
hearing will be held on June 2, 2011.  The Debtors expect the
consummation of the sale on June 8, 2011.

The Bidding Procedures include a cash deposit of $5 million.  Bids
must not be less than the sum of (i) the Credit Bid Amount and the
Cure Amounts in cash; (ii) the dollar value of the Break-Up Fee in
cash; (iii) the dollar value of the Expense Reimbursement in cash;
and (iv) $250,000 in cash.

A copy of the Bidding Procedures and the Asset Purchase Agreement
is available for free at:

                   About BOWE BELL + HOWELL

Headquartered in Wheeling, Ill., BOWE BELL + HOWELL --
http://www.bowebellhowell.com/-- is a leading provider of high-
performance document management solutions and services.  In 1936,
the company pioneered gripper arm mail-inserting systems and has
one of the world's largest installed bases of such inserters as a
result of the technology's flexibility, performance and
reliability.  The company's complete portfolio of inserting,
sorting, plastic card, integrity, cutting, packaging, print-on-
demand and software solutions is one of the most comprehensive
product offerings for paper-based communications.  These solutions
are supported by one of the largest dedicated service
organizations in the industry.  In addition to its headquarters
offices, the company maintains major manufacturing and service
locations in Durham, N.C. and Bethlehem, Penn.

Bowe Bell + Howell sought bankruptcy protection in the U.S. as
part of a deal to itself to creditor Versa Capital Management Inc.
to pay off debt.

Bowe Systec, Inc., Bowe Bell + Howell Holdings, Inc., and other
affiliates filed Chapter 11 petitions (Bankr. D. Del. Lead Case
No. 11-11186) on April 18, 2011.  Bowe Systec estimated assets and
debt of $100 million to $500 million as of the bankruptcy filing.

Lee E. Kau fman, Esq., and Mark D. Collins, Esq., at Richards,
Layton & Finger, P.A., serve as the Debtors' bankruptcy counsel.
McDermott Will & Emery is the Debtors' special corporate counsel.
Focus Management Group is the Debtors' financial advisors.  Lazard
Middle Market LLC is the Debtors' investment banker.  The Garden
City Group, Inc is the Debtors' claims and notice agent.

Bowe Bell + Howell International Ltd., BBH's Canadian subsidiary,
commenced parallel ancillary proceeding under Part IV of the
Companies' Creditors Arrangement Act.  BBH Canada, as the proposed
foreign representative for the Debtors in the ancillary
proceeding, will ask an Ontario Superior Court judge to recognize
the bankruptcy proceedings in the U.S.  PricewaterhouseCoopers
Inc. is the prospective Information Officer in the Canadian
Proceeding.

Affiliates Bowe Bell + Howell Holdings, Inc. (Bankr. D. Del. Case
No. 11-11186), et al., simultaneously filed separate Chapter 11
petitions on April 18, 2011.


CAPITOL HILL:  Pillsbury Loses Bid for Fees from Malpractice Suit
-----------------------------------------------------------------
Eric Hornbeck at Bankruptcy Law360 reports that U.S. District
Judge Royce C. Lamberth ruled Tuesday that a bankruptcy court was
right to dismiss Pillsbury Winthrop Shaw Pittman LLP's adversary
suit over expenses the firm incurred defending itself in a legal
malpractice suit.

Judge Lamberth said he hoped his decision would end the seven-year
battle between the firm and consulting company Capitol Hill Group,
according to Law360.

As reported by the Troubled Company Reporter on Sept. 29, 2010,
the Bankruptcy Court denied a motion for summary judgment filed by
Pillsbury.  In a memorandum decision, Judge Teel said an agreement
by Capitol Hill not to oppose Shaw Pittman's applications for
attorney's fees billed prior to Dec. 15, 2003, required only that
the company won't contest the firm's fee applications for services
provided through Nov. 30, 2003.  The judge said the agreement did
not purport to address any malpractice claims that Capitol Hill
Group might later pursue against the firm even if relating to the
services that were the subject of those fee applications.

Capitol Hill Group commenced its bankruptcy case (Bankr. D.C. Case
No. 02-00359) by filing a voluntary petition under chapter 11 of
the Bankruptcy Code on Feb. 21, 2002, with Shaw Pittman acting
as its counsel.


CAPMARK FINANCIAL: Files Chapter 11 Plan of Reorganization
----------------------------------------------------------
Carla Main at Bloomberg News reports that Capmark Financial Group
Inc. filed a plan to reorganize around a group of 14 units,
including its bank, and exit bankruptcy as a smaller company.

According to the report, pursuant to the Plan, the reorganized
company will issue $1.25 billion in notes to general unsecured
creditors who are owed about $7 billion.  Creditors will also be
given stock in the new company and some cash.  After the assets
have been given out, the biggest group of creditors, those who
hold unsecured loans and notes not guaranteed by collateral, will
recover about $3.89 billion, or 56.1% of what they are owed,
according to the plan.

Bankruptcy Law360 says Capmark intends to streamline operations by
eliminating its low-income housing tax credit business.  The
overall plan consists of 14 separate plans for each of the
reorganizing entities, with Capmark's other 32 bankrupt affiliates
- all special purpose entities for the LITHC business.

"Any alternative to confirmation of the plan would result in
significant delays, litigation, lost value and additional costs,"
the Company said in a disclosure statement describing the Plan,
according to Bloomberg News.
The Company asked U.S. Bankruptcy Judge Christopher Sontchi to
approve the Disclosure Statement, so it can be sent to creditors
to help them vote on the Plan.

                      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 businesses for
$468 million.


CAPMARK FINANCIAL: Greenline Ventures Acquires NMTC Business
------------------------------------------------------------
Greenline Ventures LLC has completed the acquisition of the New
Markets Tax Credit (NMTC) division of Capmark Financial Group Inc.
Since inception of the NMTC program, Capmark's NMTC division has
closed over $1.1 billion of NMTC investment funds and financed
over $2.5 billion of projects and businesses in low income
communities nationwide.

The transaction enables Greenline, a newly formed company owned
and managed by Capmark's former NMTC employees, to continue the
tradition of leadership and innovation established in the NMTC
industry underneath Capmark.  Greenline will continue the group's
historical business focus on (i) capital markets -- including tax
credit equity and debt syndication; (ii) fund management; (iii)
investment origination; and (iv) NMTC compliance and asset
management.

"We are very excited about this transaction.  Our team has built a
strong and successful track record of delivering private capital
to communities nationwide that are underserved by traditional
financial institutions.  As a stand-alone company, we are well
positioned to responsibly grow these investment activities while
enhancing the positive impact on low income communities," says
Patrick Vahey, President of Greenline Ventures.

Capmark, which filed for Chapter 11 bankruptcy protection in
October 2009, evaluated various strategies to maximize the value
of its successful NMTC division.  Greenline's acquisition includes
all of Capmark's non-loan assets associated with the NMTC program,
including its: (a) managing member and administrative member
interests in various community development entities; (b)
management contracts with various NMTC investment funds; and (c)
origination, asset management and servicing contracts with these
entities.

As part of the transaction, affiliates of US Bancorp (US Bank)
acquired the loan assets associated with Capmark's NMTC business.
US Bank, the nation's leading tax credit investor in the NMTC
program, also serves as the tax credit investor in a majority of
the funds managed by Greenline.

                     About Greenline Ventures

Greenline Ventures LLC -- http://www.greenlineventures.com/-- is
a minority-owned finance company specializing in capital markets
solutions for underserved communities nationwide.  The company
maintains offices in Washington, DC and Denver, CO.

                      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: Widens Net Loss to $16-Mil. in 2010
--------------------------------------------------
Capsalus Corp. filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K, reporting a net loss of
$16.02 million for the year ended Dec. 31, 2010, compared with a
net loss of $10.89 million during the prior year.

The Company has not generated any operating revenues from its
continuing operations, and as of Dec. 31, 2010, it had incurred a
cumulative consolidated net loss from inception of $30.66 million.

The Company's balance sheet at Dec. 31, 2010 showed $4.53 million
in total assets, $5.72 million in total liabilities, all current,
$1.45 million in long-term debt obligations, net of current
portion, and a $2.64 million of total stockholders' deficit.

Moquist Thorvilson Kaufmann Kennedy & Pieper LLC, in Edina,
Minnesota, 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 losses from operations since its inception.

A full-text copy of the annual report on Form 10-K is available
for free at http://is.gd/Un54lJ

                       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.


CARITAS HEALTH: Court Approves DiConza Traurig as Special Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
authorized Caritas Health Care Inc. and its debtor-affiliates to
employ DiConza Traurig Magaliff LLP as their special counsel to
commence and prosecute any avoidance actions against Siemens
Medical, Siemens Financial and Aetna Healthcare.

The firm will be paid on these terms:

  a) Pre-suit Filing
     Recovery Amount     Contingency Fee
     ---------------     ---------------
     $0-$50,000          22.5% of the gross amounts recovered on
                         each action

     $50,000-$100,000    17.5% of the gross amounts recovered on
                         each action

     Amounts over        12.5% of the gross amounts recovered on
     $100,000            each action

  b) Post-suit Filing
     Recovery Amount     Contingency Fee
     ---------------     ---------------
     $0-$50,000          35% of the gross amounts recovered on
                         each action

     $50,000-$100,000    25% of the gross amounts recovered on
                         each action

     Amounts over        15% of the gross amounts recovered on
     $100,000            each action

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

                     About Caritas Health Care

Caritas Health Care Inc. was the owner of Mary Immaculate Hospital
and St. John's Queens Hospital.  Caritas, created by Wyckoff
Heights Medical Center, purchased the two hospitals in a
bankruptcy sale in early 2007 from St. Vincent Catholic Medical
Centers of New York.  St. John's has 227 generate acute-care beds
while Mary Immaculate has 189.

Caritas Health Care, Inc., and eight of its affiliates sought
chapter 11 protection (Bankr. E.D.N.Y., Case No. 09-40901) on
Feb. 6, 2009.  Jeffrey W. Levitan, Esq., and Adam T. Berkowitz,
Esq., at Proskauer Rose, LLP, represent the Debtors.  Martin G.
Bunin, Esq., and Craig E. Freeman, Esq., at Alston & Bird LLP,
represent the official committee of unsecured creditors.

Caritas sold the hospitals to Joshua Guttman in November 2009 for
$17.7 million.


CENTER COURT: Section 341(a) Meeting Set for April 27
-----------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of creditors
of Center Court Partners LLC on April 27, 2011, at 1:00 p.m., at
21051 Warner Center Lane, #105, Woodland Hills, 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.

Based in Agoura Hills, California, Center Court Partners LLC filed
for Chapter 11 bankruptcy protection (Bankr. C.D. Calif. Case No.
11-13715) on March 25, 2011.  Judge Maureen Tighe presides over
the case.  Rocky Ortega, Esq., at Law Office of Rocky Ortega,
represents the Debtor.  The Debtor estimated both assets and debts
of between $10 million and $50 million as of the chapter 11
filing.


CHASE NC: N.C. Appeals Court Affirms Ruling v. Bankr. Counsel
-------------------------------------------------------------
Chase Development Group, PTIA Limited Partnership; Chase Group,
Inc., d/b/a Chase Group-Maryland; John Jorgenson; and Michael
Mellor, v. Fisher, Clinard & Cornwell, PLLC, and Robert Lefkowitz,
No. COA09-1521 (N.C. Ct. App.), was filed on Nov. 6 2007, seeking
compensatory damages for negligence arising out of the
representation of plaintiffs in a suit filed by lender GMAC
Commercial Mortgage Corporation and in the plaintiff's own
bankruptcy proceeding.  Defendants pled the statute of the trial
court sitting without a jury.  A judgment containing detailed
findings of fact and conclusions of law was entered on May 28,
2009.

The judgment found that defendants had breached the applicable
standard of care, and that Chase NC was entitled to recover of
defendants the sum of $50,000, the amount paid to defendants in
fees and costs.  As to Messrs. Jorgenson and Mellor, the court
found that there were two periods of legal representation by
defendants: (1) from October 2003 until April 15, 2004 (the date
of filing bankruptcy on behalf of Chase NC); and (2) from the
dismissal of the bankruptcy petition until the dismissal of the
state court case (March 14, 2006).  As to the first period of
representation, the trial court held that the claims of Messrs.
Jorgenson and Mellor were barred by the three-year statute of
limitations.  As to the second period of representation, the trial
court awarded damages to Messrs. Jorgenson and Mellor of
$48,720.16.  Costs and interest from the date of filing the
lawsuit were also awarded to plaintiffs.  From the judgment of the
trial court, both plaintiffs and defendants appeal.

In an April 19, 2011 decision, Judge Sanford L. Steelman held that
each of the challenged findings of fact of the trial court were
supported by competent evidence in the record.  These findings in
turn, support the trial court's conclusions of law.  The rulings
of the trial court are affirmed, Judge Steelman said.  Judges
Linda Stephens and Robert N. Hunter, Jr., concurred.

A copy of the decision is available at http://is.gd/RfCmYOfrom
Leagle.com.

Chase NC filed for Chapter 11 bankruptcy on April 15, 2004,
represented by Fisher Clinard.  On Jan. 19, 2005, the Bankruptcy
Court refused to approve Chase NC's plan of reorganization.  On
April 22, 2005, the Bankruptcy Court dismissed the bankruptcy
petition.  Lender GMAC instituted foreclosure on the Debtor's
property.


CHEMTURA CORP: Court Directs Reserve for Oildale Claim
------------------------------------------------------
Chemtura Corporation move for an order estimating the claim --
filed in the original amount of roughly $16.3 million -- of
Oildale Energy LLC, to which the Debtors have objected, for
purposes of setting a distribution reserve.

In his April 19, 2011 Bench Decision, Bankruptcy Judge Robert E.
Gerber held that Oildale's claims will ultimately be found to be
released as a consequence of provisions in its 2002 settlement
with its primary obligor, and to be barred by the statute of
limitations by reason of Chemtura's predecessor Crompton's very
clear repudiation of any obligations to Oildale in a letter
Crompton sent Oildale 7-1/2 years before the filing of Chemtura's
chapter 11 case.

"Thus I conclude that Oildale's claims ultimately will be
disallowed.  While that would suggest estimating Oildale's claim
at $0, I recognize that the application of the law here is
somewhat debatable, and recognize the possibility -- though much
less than a likelihood -- that an appellate court might disagree
with me," Judge Gerber said.  "Accordingly, for the purpose of
setting reserves in this case, I am estimating the claim at 30% of
the amount of damages that I'd find if the Oildale claim were
timely.  The parties are to agree upon the appropriate reserve,
based on the principles set forth in this decision, or, failing
agreement, to arrange for further submissions in support of their
alternative positions."

A copy of Judge Gerber's ruling is available at
http://is.gd/92Exxkfrom Leagle.com.

Creditor Oildale Energy LLC is represented by:

          Richard S. Conn, Esq.
          Brian L. Holman, Esq.
          MUSICK, PEELER & GARRETT LLP
          One Wilshire Boulevard Suite 2000
          Los Angeles CA 90017
          Tel: (213) 629-7812
          E-mail: r.conn@mpglaw.com
                  b.holman@mpglaw.com

                        About Chemtura Corp.

Based in Middlebury, Connecticut, Chemtura Corporation --
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 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.


CHINA TEL GROUP: Incurs $66.6 Million Net Loss in 2010
------------------------------------------------------
China Tel Group, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K, reporting a net loss of
$66,623,130 on $955,311 of revenue for the year ended Dec. 31,
2010, compared with a net loss of $56,065,029 on $657,876 of
revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $3,888,292 in
total assets, $28,11,423 in total current liabilities, all
current, $35,483 in mandatory redeemable Series B common stock,
and a $24,260,614 total stockholders' deficit.

Mendoza Berger & Company, LLP, in Irvine, California, 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 incurred a net
loss of $56,041,182 for the year ended Dec. 31, 2009, cumulative
losses of $165,361,145 since inception, a negative working capital
of $68,760,057, and a stockholders' deficit of $63,213,793.

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

                          About China Tel

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


CIRTRAN CORP: Incurs $4.95 Million Net Loss in 2010
---------------------------------------------------
Cirtran Corporation filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K, reporting a net loss of
$4.95 million on $9.04 million of net sales for the year ended
Dec. 31, 2010, compared with a net loss of $5.81 million on
$9.73 million of net sales during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $4.20 million
in total assets, $23.31 million in total liabilities, and a
$19.11 million total stockholders' deficit.

Hansen, Barnett & Maxwell, P.C., Salt Lake City, Utah, noted that
the Company has an accumulated deficit, has suffered losses from
operations and has negative working capital that raise substantial
doubt about its ability to continue as a going concern.

A full-text copy of the annual report on Form 10-K is available
for free at http://is.gd/e5iA3S

                     About CirTran Corporation

West Valley City, Utah-based CirTran Corporation (OTC BB: CIRC)
-- http://www.CirTran.com/-- markets and manufactures energy
drinks under the Playboy brand pursuant to a license agreement
with Playboy Enterprises, Inc.  The Company also provides turnkey
manufacturing services and products using various high-tech
applications for electronics manufacturers in various industries.


CIT GROUP: Cease and Desist Orders Lifted on Bank Unit
------------------------------------------------------
CIT Group Inc. said the Federal Deposit Insurance Corporation and
the Utah Department of Financial Institutions terminated their
Cease and Desist orders on CIT Bank that were jointly issued on
July 16, 2009.

"We are pleased with this decision, which serves as another
example of the progress we have made in CIT's restructuring
efforts"

"We are pleased with this decision, which serves as another
example of the progress we have made in CIT's restructuring
efforts," said John A. Thain, Chairman and Chief Executive
Officer. "CIT remains focused on supporting the small business and
middle market sectors that are vital to job growth and the
recovery of the U.S. economy."

CIT Bank is a state-chartered Utah bank and wholly-owned
subsidiary of CIT Group Inc. (NYSE: CIT).  It is regulated by the
Utah Department of Financial Institutions and the Federal Deposit
Insurance Corporation. As of Dec. 31, 2010, it had $4.5 billion of
deposits, $7.1 billion of assets, a total capital ratio of 57.7%
and Tier 1 Leverage Ratio of 24.2%.

                          About CIT Group

Founded in 1908, CIT Group Inc. (NYSE: CIT) -- http://www.cit.com/
-- is a bank holding company with more than $35 billion in finance
and leasing assets.  It provides financing and leasing capital to
its more than one million small business and middle market clients
and their customers across more than 30 industries.

CIT Group Inc. and affiliate CIT Group Funding Company of Delaware
LLC announced a Chapter 11 filing on Nov. 1, 2009 (Bankr. S.D.N.Y.
Case No. 09-16565).  Evercore Partners, Morgan Stanley and FTI
Consulting served as the Company's financial advisors and Skadden,
Arps, Slate, Meagher & Flom LLP served as legal counsel in
connection with the restructuring plan.  Sullivan & Cromwell
served as legal advisor to CIT's Board of Directors.

CIT emerged from bankruptcy protection on Dec. 11, 2009, after
receiving confirmation of its prepackaged Chapter 11 plan of
reorganization.

                           *     *    *

DBRS, Inc., said in February 2011, that the ratings of CIT Group,
including its Issuer Rating of B (high), remain unchanged
following the Company's announcement of financial results for 4Q10
and for full year 2010.  The trend on all long-term ratings is
Positive, while the trend on the short-term ratings is Stable.

CIT Group carries a 'B3' corporate family rating, with 'stable'
outlook, from Moody's Investors Service.  Moody's said in August
2010 that CIT's 'B3' CFR is based on the company's improved debt
maturity profile and capital position after its 2009
reorganization, as well as its positive operating performance and
its progress re-establishing access to certain funding sources
since emerging from bankruptcy.

CIT has a 'B+/Positive/B' counterparty credit rating from Standard
& Poor's Ratings Services.


CLEARWATER DEVELOPMENT: Investors Band Together to Bid for Assets
-----------------------------------------------------------------
Katy Stech, writing for Dow Jones' Daily Bankruptcy Review,
reports that officials at Clearwater Development Inc., said
several of its investors have regrouped, forming Reconcile LLC to
buy its assets through a court-supervised bankruptcy auction.  The
Company also assured members that it plans to ask for a bankruptcy
loan to cover maintenance to ensure the golf course opens in time
for the season.

According to DBR, Clearwater Development owns the Brightwater
Club, a half-built Colorado neighborhood, which boasts the fifth-
longest course in the country.  The development itself has 50
single family homes, 65 partially finished single-family homes and
a bunch of untouched lots.  According to DBR, Company officials
proposed to build the neighborhood, which plans for about 500
homes, near the height of the recent real-estate boom.  DBR
relates the 18-hole course spans 8,005 yards, making it the
second-longest course in Colorado and the fifth-longest course in
the country, according to Brightwater Club's Web site.

DBR relates the Company filed for Chapter 11 bankruptcy protection
Monday to clear the financial cloud that hangs over the 963-acre
development located at the foot of the Colorado mountains.  The
Troubled Company Reporter published the Company's chapter 11 case
summary in its April 20 edition.

                   About Clearwater Development

Clearwater Development, Inc., dba Brightwater Club, in Gypsum,
Colorado, filed for Chapter 11 bankruptcy (Bankr. D. Colo. Case
No. 11-18725) on April 18, 2011, Judge Howard R. Tallman
presiding.  Douglas C. Pearce, II, Esq., at Connolly, Rosania &
Lofstedt, P.C., serves as bankruptcy counsel.  The Debtor
scheduled $8,290,500 in assets and $102,335,480 in liabilities.


CNOSSEN DAIRY: Plan Disclosures Set for Hearing on April 28
-----------------------------------------------------------
Cnossen Dairy and its debtor-affiliates filed with the U.S.
Bankruptcy Court for the Northern District of Texas a disclosure
statement explaining their proposed Chapter 11 plan of
reorganization.

A hearing is set for April 28, 2011, at 10:30 a.m., to consider
the adequacy of the Disclosure statement.

                        Overview of the Plan

The Plan contemplates that the ongoing business activities of the
Debtor continue, and that the Debtor will pay, in full, all
indebtedness over time.  The working capital required to maintain
the cow herd and to plant and harvest the farm crop has
customarily been provided through conventional borrowing.  Now
that Wells Fargo has demonstrated its unwillingness to continue
serving as the dairy's primary lender, other means of funding the
business's cash flow cycles must be developed.  Cnossen Dairy,
Cnossen Family Partnership, and UC Farms will be less attractive
to other lending institutions due to their bankruptcy filings.

The Plan will facilitate the Debtor's reorganization by providing
for it to accumulate sufficient cash reserves to internally meet
its working capital needs.  Once the Debtor is capable of funding
its operations without borrowing, the interest savings will
contribute to increased profitability, flexibility, and
independence.

                     Implementation of the Plan

The Plan will be implemented by the Dairy's operations.  The
pending sale of approximately 2,000 acres of land owned by the
Debtor will provide for a significant capital injection.  The
Debtor's cash flow will be subsidized by paying interest only on
the larger debts.  The Dairy's obligations include substantial
amounts owed to Cnossen Family Partnership and UC Farms.  Payments
of those claims will provide sufficient funds to those entities so
that each will be able to satisfy their respective obligations.
During the time required to fulfill the Plan, the Debtor will
continue to be managed by Frank Cnossen and Jim Cnossen.

The Debtor will continue to operate much as it has in the past.
It will continue to farm and produce grain and feed that will be
used to reduce its feed expense.  It will continue to raise
heifers to replace the cows culled from its herd.  It will
continue to improve its average volume of milk production per cow.

Initially, the sale of the two tracts of land known as the Kiker
tract and the Huffaker tract will provide some additional working
capital, but also debt relief.  The proceeds from the sale of
the Huffaker tract will be completely available to the Debtor.
$500,000 of the net proceeds froćn the sale of the Kiker tract
will initially be used to reduce the indebtedness to Hartford.  An
additional amount of approximately $900,000 will be held by
Hartford until November,20ll.

By that time, the Debtor may chose to seek some altemative means
of using those funds.  In the absence of an alternative use, those
funds will be applied to the indebtedness owed Hartford.  The
principal reductions on Hartford's indebtedness will result in
reduced interest payments and will create surplus cash flow by
deferring principal payments.

Cnossen Dairy will immediately begin making principal and interest
payments on Wells Fargo's Herd Loan.  Principal payments on the
Crop Loan and the Side Note will be deferred until the Debtor has
accumulated $6,000,000 in capital.  These funds should provide the
means necessary for the Debtor to operate as a self-sufficient
enterprise in the absence of financed working capital.  Once the
Debtor has accumulated a sufficient cash reserve, principal and
interest payments on the Crop Loan will commence.  Once the Crop
Loan has been retired, principal and interest payments will then
be made on the Side Note.

By the time the plan is completed, all indebtedness to Wells
Fargo should be paid in full, all other secured loans, with the
exception of the real estate note to Hartford, should be paid in
full, and the only remaining obligation of the Debtor will be the
long-term real estate financing provided by Hartford.

Under the Plan, among others, all general unsecured claims of
affiliated entities will be paid over a period of 120 months
beginning in the 4th month after the Effective Date.  More
specifically, this class includes a claim by UC Farms, LLC in the
amount of $1,107,956, a claim by Cnossen Family Partnership in the
amount of $4,190,999, and a claim by Clara Cnossen in the amount
of $1,178,561.  Cnossen Family Partnership's claim in this class
will be offset by a claim Cnossen Dairy has against Cnossen Family
Partnership in the amount of $198,560.

In addition, all general unsecured claims will be paid within 90
days of the effective date.  Should the total amount of Allowed
Class 20 claims exceed $3,000,000, such claims shall be paid in
equal monthly installments over 120 months, beginning 30 days
after the effective date, without interest.

Cnossen Dairy's partners will retain their partnership interest.
The partners will continue to receive draws and other benefits
consistent with and comparable to those provided prior to and
subsequent to the Petition Date.

A full-text copy of the Disclosure Statement is available for free
at http://ResearchArchives.com/t/s?75b2

A full-text copy of the Chapter 11 Plan Of Reorganization is
available for free at http://ResearchArchives.com/t/s?75b3

                        About Cnossen Dairy

Hereford, Texas-based Cnossen Dairy filed for Chapter 11
bankruptcy protection (Bankr. N.D. Tex. Case No. 10-20760) on
Nov. 12, 2010.  J. Bennett White, Esq., at J. Bennett White, P.C.,
serves as bankruptcy counsel to the Debtor.  Templeton, Smithee,
Hayes, Heinrich & Russell, LLP, is the local counsel.

The bankruptcy cases of Cnossen Family Partnership and UC Farms,
LLC (Case Nos. 10-20793 and 10-20794) are jointly administered
with the Cnossen Dairy's case.

In its schedules, Cnossen Dairy disclosed $52,147,699 in total
assets, and $46,414,850 in liabilities as of the Chapter 11
filing.


COMCAM INTERNATIONAL: Incurs $1.35 Million Net Loss in 2010
-----------------------------------------------------------
Comcam International, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K, reporting a
net loss of $1.35 million on $3.55 million of revenue for the year
ended Dec. 31, 2010, compared with a net loss of $430,648 on
$24,086 of revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $2.11 million
in total assets, $2.55 million in total liabilities, and a
$442,482 total stockholders' deficit.

Pritchett, Siler & Hardy, P.C., in Salt Lake City, Utah, expressed
substantial doubt about the Company's ability to continue as a
going concern, following the 2010 financial results.  The
independent auditors noted that ComCam International, Inc., and
Subsidiary has incurred substantial losses and has a working
capital deficit.

A full-text copy of the annual report on Form 10-K is available
for free at http://is.gd/e5iA3S

                     About ComCam International

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


COMPLETE RETREATS: 3rd Party May Fund Trustee's Suit v. Logue
-------------------------------------------------------------
The liquidating trustee for Complete Retreats LLC won Bankruptcy
Court permission to enter into a funding agreement with CPC Group
LTD., wherein CPC will pay the Trust $1.25 million in exchange for
the assignment of the first $1.5 million of any proceeds recovered
in a suit against Geoffrey Logue and Mid-Atlantic Capital
Foundation, Inc., and 80% of any additional recovery from the
Logue Defendants.  CPC will fund the Trust's costs, fees, and
expenses in prosecuting the suit against the Logue Defendants; and
pay costs and fees of a foreign proceeding the Trustee initiated
in the United Kingdom against the Defendant Logue and others.

The Trustee sued the Logue Defendants and others in 2008, seeking
to recover certain payments and fraudulent transfers.

The Logue Defendants had objected, arguing that the arrangement
was champertous and against public policy.  The Logue Defendants
had a contentious relationship with CPC's principal, Christian
Candy, with whom they are engaged in acrimonious litigation in the
UK.  The Logue Defendants posited that, through his company CPC,
Mr. Candy is seeking to help the Trustee merely as a means of
harassing them.  Moreover, they argued that Mr. Candy's solicitor
in the UK contacted the Trustee to suggest to the Trustee that he
could have the Logue Defendants' assets frozen.

Champerty has been defined as: "A bargain between a stranger and a
party to a lawsuit by which the stranger pursues the party's claim
in consideration of receiving part of any judgment proceeds."
Black's Law Dictionary 231 (6th ed. 1990).  In determining whether
the Funding Agreement is champertous, Bankruptcy Judge Alan H. W.
Shiff looked to Connecticut law, which governs the agreement.
Judge Shiff noted that the Logue Defendants rely upon the
Connecticut Supreme Court's Rice v. Farrell, 129 Conn. 362 (1942),
to support their position that the Funding Agreement is
champertous.  Even if Rice is binding precedent, the Logue
Defendants' reliance on it is unavailing, as Rice clearly states:
"[T]he common law doctrines of champerty and maintenance as
applied to civil actions have never been adopted in this state,
and the only test is whether a particular transaction is against
public policy."

Likewise, according to Judge Shiff, the Logue Defendants' public
policy argument is unpersuasive. Issues to consider when determine
whether a funding agreement offends public policy include whether
the non-party funder: instigated the litigation; is required to
consent to settlement of the litigation; has control of the
direction of litigation; and, is a predatory lender taking
advantage of an unwary plaintiff.

Judge Shiff pointed out that the Trustee commenced the suit years
before he knew of or was engaged with CPC, so CPC had nothing to
do with the Trustee's commencement of the suit.  Further and
contrary to the Logue Defendants' contention, there has been no
sale or transfer to CPC by the Trustee of his claims which would
allow CPC to be the party pursuing the Trustee's fraudulent
transfers and recovery claims.  Rather, the Trustee continues to
be the plaintiff prosecuting his action pursuant to the authority
granted to him by the Plan and the Trust.

A copy of Judge Shiff's April 14, 2011 Memorandum and Order is
available at http://is.gd/hxOCm9from Leagle.com.

                      About Complete Retreats

Headquartered in Westport, Connecticut, Complete Retreats LLC
operates five-star hospitality and real estate management
businesses.  In addition to its mainline destination club
business, the Debtor also operates an air travel program for
destination club members, a villa business, luxury car rental
services, wine sales services, fine art sales program, and other
amenity programs for members.

Complete Retreats and its debtor-affiliates filed for chapter 11
protection on July 23, 2006 (Bankr. D. Conn. Case No. 06-50245).
Nicholas H. Mancuso, Esq. and Jeffrey K. Daman, Esq. at Dechert
LLP represented the Debtors in their restructuring efforts.
Michael J. Reilly, Esq., at Bingham McCutchen LP, in Hartford,
Connecticut, served as counsel to the Official Committee of
Unsecured Creditors.  No estimated assets have been listed in the
Debtors' schedules, however, the Debtors disclosed $308,000,000 in
total debts.  The Court confirmed the Debtor's plan of liquidation
on Nov. 30, 2007.  The Plan became effective on Dec. 31, 2007.


COMPOSITE TECHNOLOGY: Asks for Court's Nod to Use Cash Collateral
-----------------------------------------------------------------
Composite Technology Corporation, et al., seek authority from the
U.S. Bankruptcy Court for the Central District of California to
use the cash collateral of Partners For Growth II, LP.

In April 2010, the Debtors, as borrowers, and Partners For Growth
II, LP, as lender, entered into that certain Loan And Security
Agreement, pursuant to which PFG made a $10 million loan facility
available.  The Loan Agreement grants PFG a lien against a range
of collateral, including accounts, general intangibles and deposit
accounts.  As part of its lending arrangement PFG was granted a
deposit control arrangement with respect to the accounts that the
Debtors maintained at Silicon Valley Bank.  The Debtors claim that
its assets, and in particular, the value of its patents, exceeds
the amount owed to PFG by more than 200%.  The Debtors also claim
that PFG cannot establish a right to adequate protection.

Paul J. Couchot, Esq., at Winthrop Couchot Professional
Corporation, explains that the Debtors need the money to fund
their Chapter 11 case, pay suppliers and other parties.  The
Debtors will use the collateral pursuant to a budget, a copy of
which is available for free at:

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

                    About Composite Technology

Composite Technology Corporation --
http://www.compositetechcorp.com-- develops, produces, and
markets energy efficient and renewable energy products for the
electrical utility industry.  During the fiscal year ended Sept.
30, 2010, the Company operated with one operating segment, the
cable segment operated as CTC Cable Corporation.  The CTC Cable
segment sells ACCC conductor, a composite core, high capacity,
energy efficient overhead conductor for transmission and
distribution lines, and manufactures and sells ACCC core, the
composite core component of the conductor, along with hardware
connector accessories specifically designed for ACCC applications.
It sells ACCC products directly to customers and through various
distribution agreements both internationally and in North America.
As of Sept. 30, 2010, CTC Cable had over 9,500 kilometers of ACCC
conductor installed.

Composite Technology filed for Chapter 11 bankruptcy (Bankr. C.D.
Calif. Case No. 11-15058) on April 10, 2011, Judge Mark S. Wallace
presiding.  In its petition, Composite Technology estimated
$10 million to $50 million in assets and $1 million to $10 million
in debts.  Paul J. Couchot, Esq., at Winthrop Couchot PC, serves
as the Debtors' counsel.

CTC Cable Corporation (Bankr. C.D. Calif. Case No. 11-15059) and
Stribog, Inc. (Bankr. C.D. Calif. Case No. 11-15065) also filed
for Chapter 11 protection.

The cases are jointly administered, with Composite Technology as
the lead case.


COMPOSITE TECHNOLOGY: Case Reassigned to Judge Scott Clarkson
-------------------------------------------------------------
Composite Technology Corporation, et al.'s Chapter 11 bankruptcy
case was reassigned to Judge Scott C. Clarkson on April 13, 2011.

                    About Composite Technology

Composite Technology Corporation --
http://www.compositetechcorp.com-- develops, produces, and
markets energy efficient and renewable energy products for the
electrical utility industry.  During the fiscal year ended Sept.
30, 2010, the Company operated with one operating segment, the
cable segment operated as CTC Cable Corporation.  The CTC Cable
segment sells ACCC conductor, a composite core, high capacity,
energy efficient overhead conductor for transmission and
distribution lines, and manufactures and sells ACCC core, the
composite core component of the conductor, along with hardware
connector accessories specifically designed for ACCC applications.
It sells ACCC products directly to customers and through various
distribution agreements both internationally and in North America.
As of Sept. 30, 2010, CTC Cable had over 9,500 kilometers of ACCC
conductor installed.

Composite Technology filed for Chapter 11 bankruptcy (Bankr. C.D.
Calif. Case No. 11-15058) on April 10, 2011, Judge Mark S. Wallace
presiding.  In its petition, Composite Technology estimated
$10 million to $50 million in assets and $1 million to $10 million
in debts.  Paul J. Couchot, Esq., at Winthrop Couchot PC, serves
as the Debtors' counsel.

CTC Cable Corporation (Bankr. C.D. Calif. Case No. 11-15059) and
Stribog, Inc. (Bankr. C.D. Calif. Case No. 11-15065) also filed
for Chapter 11 protection.

The cases are jointly administered, with Composite Technology as
the lead case.


COMSTOCK MINING: Widens Net Loss to $60.3-Mil. in 2010
------------------------------------------------------
Comstock Mining Inc. filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K, reporting a net loss of
$60.32 million for the year ended Dec. 31, 2010, compared with a
net loss of $6.06 million during the prior year.  The Company had
no revenues from operations for the years ended Dec. 31, 2010 and
2009.

The Company's balance sheet at Dec. 31, 2010 showed $37.12 million
in total assets, $12.45 million in total liabilities and $24.67
million in total stockholders' equity.

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

The Company's new auditors, Deloitte & Touche LLP, in Salt Lake
City, Utah, in its audit report of the Company's financial
statements for 2010, did not raise substantial doubt about the
Company's ability to continue as a going concern.

A full-text copy of the annual report on Form 10-K is available
for free at http://is.gd/n99ZvH

                      About Comstock Mining

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


CONQUEST PETROLEUM: Incurs $14.49 Million Net Loss in 2010
----------------------------------------------------------
Conquest Petroleum Incorporated filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K, reporting a
net loss of $14.49 million on $1.24 million of total revenues for
the year ended Dec. 31, 2010, compared with a net loss of $23.26
million on $914,781 of total revenues during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $2.66 million
in total assets, $28.95 million in total liabilities, and a
$26.29 million stockholders' deficit.

M&K CPAS, PLLC, in Houston, Texas, noted that Conquest Petroleum
has insufficient working capital and reoccurring losses from
operations, all of which raises substantial doubt about its
ability to continue as a going concern.

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

                      About Conquest Petroleum

Spring, Tex.-based Conquest Petroleum Incorporated (OTC BB: CQPT)
-- http://www.conquestpetroleum.com/-- is an independent oil and
natural gas company engaged in the production, acquisition and
exploitation of oil and natural gas properties geographically
focused on the onshore United States.  The Company's operational
focus is the acquisition, through the most cost effective means
possible, of production or near production of oil and natural gas
field assets.  The Company's areas of operation include Louisiana
and Kentucky.


CRAGGY LAND: Case Summary & 3 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Craggy Land Co.
        38 Carl Roberts Road
        Alexander, NC 28701

Bankruptcy Case No.: 11-10396

Chapter 11 Petition Date: April 18, 2011

Court: United States Bankruptcy Court
       Western District of North Carolina (Asheville)

Judge: George R. Hodges

Debtor's Counsel: Robert M. Pitts, Esq.
                  PITTS, HAY & HUGENSCHMIDT, P.A.
                  137 Biltmore Avenue
                  Asheville, NC 28801
                  Tel: (828) 255-8085
                  E-mail: pittsatty@phhlawfirm.com

Scheduled Assets: $1,720,200

Scheduled Debts: $1,035,316

A list of the Company's three largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ncwb11-10396.pdf

The petition was signed by Joshua E. Holmes, president.


C.W. MINING: COP Coal Pact Is Estate Property, 10th Cir. Says
-------------------------------------------------------------
C.O.P. Coal Development Company, Appellant, v. C.W. Mining
Company; Kenneth A. Rushton, Trustee; Aquila, Inc.; Hiawatha Coal
Company, Inc., Appellees, No. 10-4054 (10th Cir.), is an appeal
asking whether the bankruptcy court correctly determined that the
Coal Operating Agreement between C.W. Mining Company and C.O.P.
Coal Development Company was property of the debtor's bankruptcy
estate and could therefore be assumed and sold by the trustee.
COP claims that the Agreement automatically terminated shortly
after the bankruptcy petition was filed and that the bankruptcy
court erred in determining that the Agreement was property of the
estate.  During the pendency of the appeal, the trustee for C.W.
Mining filed a motion to dismiss, arguing that the appeal is now
moot because the Agreement has been sold from the estate.
Exercising jurisdiction pursuant to 28 U.S.C. Sec. 158(d)(1), a
three-judge panel, consisting of Circuit Judges Paul J. Kelly,
Monroe G. McKay, and Scott Milne Matheson, Jr., denied the
trustee's motion to dismiss for mootness and affirmed the
bankruptcy court's decision.

COP and CWM entered into the Agreement in March 1997.  The
Agreement allowed CWM to mine and remove coal from certain land
owned or controlled by COP, and it required CWM to pay royalties
to COP on the coal that was removed from the mine.

On May 3, 2010, in the course of C.W. Mining's bankruptcy, the
trustee agreed to sell the Agreement and other mine assets to
Rhino Energy LLC.  On the same day, the trustee filed a motion in
bankruptcy court seeking approval of the assumption and proposed
sale of the Agreement.  On August 4, the bankruptcy court entered
the Sale Order, which authorized the trustee to assume the
Agreement and approved the sale. On August 25, the sale closed as
approved by the Sale Order.

A copy of the Tenth Circuit's April 19, 2011 decision, penned by
Judge Matheson, is available at http://is.gd/aIqxHvfrom
Leagle.com.

COP Coal is represented by:

          David L. Pinkston, Esq.
          Kim R. Wilson, Esq.
          P. Matthew Cox, Esq.
          SNOW CHRISTENSEN & MARTINEAU
          10 Exchange Pl # 11
          Salt Lake City, UT 84111-2824
          Telephone: (801) 521-9000
          E-mail: dlp@scmlaw.com

Kenneth A. Rushton, the Chapter 7 Trustee, is represented by:

          Michael N. Zundel, Esq.
          Aaron B. Millar, Esq.
          PRINCE, YEATES & GELDZAHLER
          175 East 400 South, Suite 900
          Salt Lake City, UT 84111
          Telephone: 801-524-1000
          E-mail: mnz@princeyeates.com

Creditor Aquila Inc. is represented by:

          Brent D. Wride, Esq.
          Steven W. Call, Esq.
          Elaine A. Monson, Esq.
          RAY QUINNEY & NEBEKER P.C.
          36 South State Street, Suite 1400
          Salt Lake City, UT 84111
          Telephone: 801-323-3365
          E-mail: bwride@rqn.com

Based in Salt Lake City, Utah, C.W. Mining Co. dba Co-Op Mining
Company operated the Bear Canyon Mine in Emery County, Utah, under
the terms of a lease with C.O.P. Coal Development Company, which
owns the mine.  Aquila Inc., Owell Precast, LLC, and House of
Pumps, Inc., filed an involuntary Chapter 11 petition (Bankr. D.
Utah Case No. 08-20105) on Jan. 8, 2008.  As reported in the
Troubled Company Reporter on Nov. 20, 2008, the Chapter 11 case
was converted to a Chapter 7 liquidation proceeding.  Kenneth A.
Rushton serves as the Chapter 7 Trustee, and is represented by
Brent D. Wride, Esq., at Ray Quinney & Nebeker, in Salt Lake City.


DAIRY PRODUCTION: Committee Wins OK for Odyssey as Fin'l Advisor
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Georgia has
granted the official committee of unsecured creditors of Dairy
Productions Systems - Georgia LLC, et al., permission to employ
Odyssey Capital Group, LLC, as its financial advisor, effective as
of Feb. 9, 2011.

Odyssey will, among other things, (i) assist the Committee in
assessing the Debtors' current financial needs and reviewing the
Debtors' financial and operating budgets, and (ii) assist the
Committee with respect to its investigation of the acts, conduct,
assets, liabilities, and financial condition of the Debtors, the
operation of the Debtors' business and the desirability of the
continuance of the Debtors' business.

Odyssey will be compensated based on the normal hourly rates of
its professionals and other personnel:

     Managing Editor              $355-$395
     Director                     $295-$325
     Senior Associate             $245-$275
     Clerical                      $85-$100

The Court is satisfied that Odyssey does not represent any other
entity having an adverse interest in connection with the case.

                      About Dairy Production

Baconton, Georgia-based Dairy Production Systems - Georgia LLC,
dba Dairy Production Systems, was formed in November of 2008 and
owns the operating assets acquired from Aurora Dairy - Georgia,
LLC, exclusive of the real property owned by Aurora-Georgia.  DPS
Georgia owns approximately 3,490 head of cattle, along with
equipment and dairy improvements located on a 1,065-acre farm
leased from Aurora-Georgia.

DPS Georgia filed for Chapter 11 bankruptcy protection (Bankr.
M.D. Ga. Case No. 10-11752) on Oct. 7, 2010.  Neil C. Gordon,
Esq., Sean C. Kulka, Esq., and Zachary D. Wilson, Esq., at Arnall
Golden Gregory LLP, in Atlanta, Ga., serve as the Debtor's
bankruptcy counsel.  DPS Georgia disclosed assets of $6,178,324
and debts of $19,182,907 as of the Petition Date.

Affiliates Dairy Production Systems - Mississippi, LLC (Bankr.
M.D. Ga. Case No. 10-11755), Dairy Production Systems, LLC (Bankr.
M.D. Ga. Case No. 10-11754), Heifer Haven, LLC (Bankr. M.D. Ga.
Case No. 10-11757), and New Frontier Dairy, LLC (Bankr. M.D. Ga.
Case No. 10-11756), filed separate Chapter 11 petitions.  Dairy
Production Systems, LLC, estimated its assets and debts at
$10 million to $50 million at the Petition Date.

The cases are jointly administered, with Dairy Production Systems
- Georgia as lead case.

Ward Stone, Jr., and David L. Bury, Jr., at Stone & Baxter, LLP,
in Macon, Ga., serve as the official committee of unsecured
creditors' bankruptcy counsel.


DAIRY PRODUCTION: Can Employ Morgan Joseph as Financial Advisor
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Georgia has
granted the Dairy Productions Systems - Georgia LLC, et al.,
permission to employ Morgan Joseph TriArtisan LLC as their
financial advisor and investment banker, nunc pro tunc to
March 24, 2011.

Morgan Joseph will provide financial advisory services relating to
a restructuring transaction, a financial transaction, or sale
transaction.

Morgan Joseph will be compensated for its services, and reimbursed
for any related expenses, in accordance with Section 328(a) of the
Bankruptcy Code, the Bankruptcy Rules, the Local Bankruptcy Rules,
and any other applicable orders of the Court.

To the best of the Debtors' knowledge, information, and belief,
Morgan Joseph is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code.

                      About Dairy Production

Baconton, Georgia-based Dairy Production Systems - Georgia LLC,
dba Dairy Production Systems, was formed in November of 2008 and
owns the operating assets acquired from Aurora Dairy - Georgia,
LLC, exclusive of the real property owned by Aurora-Georgia.  DPS
Georgia owns approximately 3,490 head of cattle, along with
equipment and dairy improvements located on a 1,065-acre farm
leased from Aurora-Georgia.

DPS Georgia filed for Chapter 11 bankruptcy protection (Bankr.
M.D. Ga. Case No. 10-11752) on Oct. 7, 2010.  Neil C. Gordon,
Esq., Sean C. Kulka, Esq., and Zachary D. Wilson, Esq., at Arnall
Golden Gregory LLP, in Atlanta, Ga., serve as the Debtor's
bankruptcy counsel.  DPS Georgia disclosed assets of $6,178,324
and debts of $19,182,907 as of the Petition Date.

Affiliates Dairy Production Systems - Mississippi, LLC (Bankr.
M.D. Ga. Case No. 10-11755), Dairy Production Systems, LLC (Bankr.
M.D. Ga. Case No. 10-11754), Heifer Haven, LLC (Bankr. M.D. Ga.
Case No. 10-11757), and New Frontier Dairy, LLC (Bankr. M.D. Ga.
Case No. 10-11756), filed separate Chapter 11 petitions.  Dairy
Production Systems, LLC, estimated its assets and debts at
$10 million to $50 million at the Petition Date.

The cases are jointly administered, with Dairy Production Systems
- Georgia as lead case.

Ward Stone, Jr., and David L. Bury, Jr., at Stone & Baxter, LLP,
in Macon, Ga., serve as the official committee of unsecured
creditors' bankruptcy counsel.


DEEP DOWN: Incurs $17.41 Million Net Loss in 2010
-------------------------------------------------
Deep Down, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K, reporting a net loss of
$17.41 million on $42.47 million of revenue for the year ended
Dec. 31, 2010, compared with a net loss of $16.78 million on
$28.81 million of revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010, showed
$33.62 million in total assets, $10.53 million in total
liabilities, and $23.09 million in total stockholders' equity.

During the Company's fiscal years ended Dec. 31, 2010 and 2009,
the Company has supplemented the financing of its capital needs
through a combination of debt and equity financings.  Most
significant in this regard has been the Company's debt facility
the Company has maintained with Whitney National Bank.  The
Company's loans outstanding under the Amended and Restated Credit
Agreement with Whitney become due on April 15, 2012.  The Company
will need to raise additional debt or equity capital or
renegotiate the existing debt prior to such date.  The Company is
currently in discussions with several lenders who have expressed
interest in refinancing its debt.  The Company's plan is to
refinance the outstanding indebtedness under the Restated Credit
Agreement or seek terms with Whitney that will provide an
extension of such Restated Credit Agreement along with additional
liquidity.  However, the Company cannot provide any assurance that
any financing will be available to it on acceptable terms or at
all.  If the Company is unable to raise additional capital or
renegotiate its existing debt, this would have a material adverse
impact on the Company's business or would raise substantial doubt
about its ability to continue as a going concern.  In addition, as
of Dec. 31, 2010, the Company was not in compliance with the
financial covenants under the Restated Credit Agreement.  On
March 25, 2011 the Company obtained a waiver for these covenants
as of Dec. 31, 2010.

A full-text copy of the annual report on Form 10-K is available
for free at http://is.gd/i8iM32

                          About Deep Down

Houston, Tex.-based Deep Down, Inc. --
http://www.deepdowncorp.com/-- is an oilfield services company
specializing in complex deepwater and ultra-deepwater oil
production distribution system support services, serving the
worldwide offshore exploration and production industry.


DELPHI CORP: New Delphi Buys Back GM & PBGC Stake for $4.39-Bil.
----------------------------------------------------------------
Delphi Automotive LLP announced on March 31, 2011, that it has
purchased the Class A interests owned by General Motors Company
for $3.8 billion and the Class C interests owned by the Pension
Benefit Guaranty Corporation for $594 million.  These
transactions, funded with cash on the company's balance sheet and
$2.5 billion of new bank debt as part of a $3.0 billion credit
facility provided by J.P. Morgan Securities LLC, fully retire the
ownership shares acquired by GM and the PBGC in connection with
Delphi's acquisition by a group of private investors in October
2009.  Based on these transactions, the company has an efficient
capital structure and a prudent level of debt.

"These transactions represent an important step in positioning
Delphi to continue to increase shareholder value," said Rodney
O'Neal, Delphi president and chief executive officer.  "We
continue to have significant financial flexibility and remain
committed to pursuing opportunities that drive value creation."

Delphi reported solid 2010 year-end revenues of $13.8 billion and
EBITDA of $1.4 billion, demonstrating significant growth,
continued focus on operational excellence and strong emphasis on
earnings and cash generation.

The Wall Street Journal reported that the repurchase consolidates
Delphi's ownership by the consortium of more than 80 investment
funds that now control the Company and eases the process if the
funds decide to take the Company public.

In other news, an analyst said the move away from GM would help
distance Delphi from U.S. Government involvement, which could
attract some investors, Reuters stated.

           Delphi to Make Debt Offering Soon, Says CEO

Mr. O'Neal said Delphi intends to make a debt offering soon as
part of its efforts to simplify its ownership structure and
balance sheet, Alisa Priddle of The Detroit News reported.

Mr. O'Neal stated in a recent conference that it is better for
Delphi to put cash to work on growth and that he desired for a
more normal Delphi balance sheet, with more debt and less cash,
The Detroit News relayed.

"Don't get me wrong, cash is great," Reuters quoted Mr. O'Neal as
saying.  "I think investors would say, well...if you could have a
more normalized balance sheet that would allowed you to lever and
take advantage of some things that could be helpful," elaborated
Mr. O'Neal, Reuters noted.

Mr. O'Neal continued, "With a simplified structure, you get more
options to do anything," Reuters noted.  Those options could
include an initial public offering, Reuters said.  Mr. O'Neal
added that GM's initial public offering has garnered investor
demand for companies in the auto sector, Reuters related.

Mr. O'Neal projected vehicle sales in the United States to reach
about $13 million, although the impact of the disruptions in the
supply of auto parts from Japan remains to be seen, Reuters
noted.

According to Mr. O'Neal, Delphi is considering some acquisitions
but said it is not the main thrust of the parts maker's global
expansion plans, according to The Detroit News.  Mr. O'Neal's
focus at Delphi is to build value, which could be a prelude to an
initial public offering, The Detroit News related.

                        *     *      *

The PBGC indicated that it does not know how the repurchase of
the Delphi stake will affect benefits and will inform Delphi
retirees of their final benefit amount without delay, The Wall
Street Journal reported.

The pensions for Delphi hourly employees will not be affected by
the recent buyback of the PBGC stake, according to IUE-CWA Local
717 president Karen Krolop, www.wfmj.com related.

Bruce Gump of Delphi Salaried Retirees Association related that
he is still waiting for more information on the change,
www.wfm.com added.

U.S. Representative Mike Turner reacted to the recent repurchase,
calling on GM and Delphi to restore cut pensions instead of
"spending billions on consolidation," The Dayton Business Journal
reported.  "These dollars should be going towards funding the
pensions these retirees rightfully earned," Mr. Turner stated,
The Dayton Business Journal relayed.

The Journal recalled that the PBGC's stake in Delphi was part of
a settlement entered by Delphi and PBGC in 2009.  The PBGC
assumed Delphi's pension plans for 70,000 workers and retirees.

                         About Delphi Corp.

Based in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- was a global supplier of electronics and
technologies for automotive, commercial vehicle and other market
segments.  Delphi operates major technical centers, manufacturing
sites and customer support facilities in 30 countries.

The Company filed for Chapter 11 protection on October 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represented the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represented the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court confirmed Delphi's plan on January 25, 2008.  The Plan
was not consummated after a group led by Appaloosa Management,
L.P., backed out from their proposal to provide US$2,550,000,000
in equity financing to Delphi.  At the end of July 2009, Delphi
obtained confirmation of a revised plan, build upon a sale of the
assets to a entity formed by some of the lenders who provided
$4 billion of debtor-in-possession financing, and General Motors
Company.

On October 6, 2009, Delphi Corp.'s Chapter 11 plan of
reorganization became effective.  A Master Disposition Agreement
executed among Delphi Corporation, Motors Liquidation Company,
General Motors Company, GM Components Holdings LLC, and DIP Holdco
3, LLC, divides Delphi's business among three separate parties --
DPH Holdings LLC, GM Components, and DIP Holdco 3.

Delphi emerged from Chapter 11 as DPH Holdings.  DPH Holdings will
remain responsible for the post-Effective Date administration and
eventual closing of the Chapter 11 cases as well as the
disposition of certain retained assets and payment of certain
retained liabilities as provided under the Modified Plan.

Bankruptcy Creditors' Service, Inc., publishes Delphi Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings of Delphi
Corp. and its debtor-affiliates.  (http://bankrupt.com/newsstand/
or 215/945-7000)


DELPHI CORP: GAO Clears Auto Task Force in Pension Issue
--------------------------------------------------------
The U.S. Department of the Treasury's Auto Task Force did not
dictate General Motors Corp. to provide full pensions to its
unionized retirees at Delphi Corp. while reducing retirement
benefits to Delphi's salaried retirees, an initial government
report revealed, The Buffalo News stated.

Neil Barofsky, as special inspector general of The Troubled Asset
Relief Program, and the Government Accountability Office's report
read, "...the Treasury's mandate to restructure GM included
helping GM determine the best resolution of the Delphi bankruptcy
from GM's perspective, which was guided by three principles.
However, as Treasury asserted in a February 2010 court motion,
the Auto Task Force did not dictate what should be done with the
Delphi pensions."

The GAO also noted that General Motors Company ("New GM") agreed
to provide top-ups for the IUE and USWA to help finalize Delphi's
bankruptcy.  "Delphi remained a significant -- if not the largest
-- supplier for GM.  Thus, although GM was not required to
provide the top-ups to the International Union of Electronic,
Electrical, Salaried, Machine and Furniture Workers and United
Steelworkers under its bankruptcy settlement, GM was motivated to
resolve Delphi's bankruptcy, and Treasury was interested in a
quick resolution of the Delphi bankruptcy...," according to the
GAO report.

Despite the GAO report's lack of evidence to support claims that
the U.S. Government favored unionized retirees, supporters of the
Delphi salaried retirees continue to think otherwise, The Buffalo
News noted.

"This report makes it more evident than ever that there was
preferential treatment given to the unions at the expense of
Delphi retirees," said U.S. House of Representatives Speaker John
A. Boehner in a public statement.  The Delphi retirees deserve an
explanation for this and they deserve accountability, Mr. Boehner
insisted.

The GAO report also laid out a timeline tracing what happened to
pensions from GM's spin off of Delphi in 1999 to its assumption
of Delphi pension responsibility in 2008-2009, The Buffalo News
stated.

Jim Frost, a leader of retirees from Delphi's Lockport, New York
facility, also disagreed with the conclusion made by the GAO,
according to The Buffalo News.  "We had meetings with these
people... I know what their attitude was" Mr. Frost said of The
Auto Task Force, the report added.

The GAO plans to release a final report at the end of 2011 that
will investigate why unionized retirees were treated differently
than their non-unionized counterparts.

A full-text copy of the initial GAO report is available for free
at http://bankrupt.com/misc/Delphi_Mar30GAOReport.pdf

                         About Delphi Corp.

Based in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- was a global supplier of electronics and
technologies for automotive, commercial vehicle and other market
segments.  Delphi operates major technical centers, manufacturing
sites and customer support facilities in 30 countries.

The Company filed for Chapter 11 protection on October 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represented the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represented the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court confirmed Delphi's plan on January 25, 2008.  The Plan
was not consummated after a group led by Appaloosa Management,
L.P., backed out from their proposal to provide US$2,550,000,000
in equity financing to Delphi.  At the end of July 2009, Delphi
obtained confirmation of a revised plan, build upon a sale of the
assets to a entity formed by some of the lenders who provided
$4 billion of debtor-in-possession financing, and General Motors
Company.

On October 6, 2009, Delphi Corp.'s Chapter 11 plan of
reorganization became effective.  A Master Disposition Agreement
executed among Delphi Corporation, Motors Liquidation Company,
General Motors Company, GM Components Holdings LLC, and DIP Holdco
3, LLC, divides Delphi's business among three separate parties --
DPH Holdings LLC, GM Components, and DIP Holdco 3.

Delphi emerged from Chapter 11 as DPH Holdings.  DPH Holdings will
remain responsible for the post-Effective Date administration and
eventual closing of the Chapter 11 cases as well as the
disposition of certain retained assets and payment of certain
retained liabilities as provided under the Modified Plan.

Bankruptcy Creditors' Service, Inc., publishes Delphi Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings of Delphi
Corp. and its debtor-affiliates.  (http://bankrupt.com/newsstand/
or 215/945-7000)


DELTA STARR: 5th Cir. Affirms Chapter 7 Conversion
--------------------------------------------------
Vincent Bruno and John Treen filed two motions in the bankruptcy
court on August 11, 2009, requesting (1) that the bankruptcy court
set aside its previous order converting the bankruptcy proceedings
for Delta Starr Broadcasting L.L.C. from Chapter 11 to Chapter 7;
and (2) that the court dismiss the bankruptcy petition of La-Terr
Broadcasting Corporation for lack of subject matter jurisdiction.
The bankruptcy court denied both motions.  The district court
affirmed.  Mr. Treen appeals.

In an April 19, 2011 decision, the United States Court of Appeals
for the Fifth Circuit held that the district court did not err in
affirming the bankruptcy court's denial of the motions to set
aside the Delta Starr conversion order and to dismiss the La-Terr
bankruptcy.  Accordingly, the district court's judgment is
affirmed.

The case before the Appeals Court is John Treen, Sr., v. Orrill,
Cordell, & Beary, L.L.C., No. 10-30195 (5th Cir.).  The three-
judge panel consists of Circuit Judges William Lockhart Garwood,
Jennifer Elrod, and Leslie H. Southwick.  A copy of the Court's
per curiam decision is available at http://is.gd/3xK3dHfrom
Leagle.com.

Delta Starr is a Louisiana limited liability company, which was
founded in 2000 by Vincent Bruno and Michael Starr, each of whom
owned a 50% share in the entity.  The sole asset of Delta Starr
was a 98% stake in La-Terr Broadcasting Corporation, which owned a
radio station in Thibodaux, Louisiana.  In 2003, John Treen
purchased a one-third interest in Delta Starr; as a result of this
purchase, Messrs. Treen, Bruno, and Starr each owned a one-third
stake in Delta Starr.

On March 22, 2005, Mr. Bruno filed for voluntary Chapter 11
bankruptcy on behalf of Delta Starr.  On Feb. 20, 2006, Mr. Starr
moved to convert the proceedings to a Chapter 7 liquidation,
citing the hopeless deadlock between him self and Mr. Bruno.  The
same day, Mr. Starr also filed a voluntary petition placing La-
Terr into Chapter 7 bankruptcy, and requested joint administration
of the two bankruptcies because the business was inextricably
interwoven.  The bankruptcy court ordered the conversion of the
Delta Starr bankruptcy to Chapter 7, approved the Chapter 7
proceedings for La-Terr, and appointed a trustee to oversee
administration of the assets of both companies' estates.


DENTON LONE: Court Confirms Reorganization Plan
-----------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Texas
confirmed Denton Lone Oak Holdings L.P.'s Fourth Amended Chapter
11 Plan of Reorganization.

The Plan provides that the Debtor, among other things, intends to
continue operation of The Holiday Inn & Suites Denton in Denton,
Texas, and to reorganize its business by restructuring the debt
owing to Morgan Stanley into a one-year interest only note with an
interest rate of LIBOR plus 575 with two possible one-year
extensions.

Under the Plan, among other things:

  * Unsecured critical vendor claimants, owing $40,000, are being
    paid 50% of their total claims;

  * Unsecured non-critical claimants, owing $2,325,000, are
    being paid 3% of their total claims;

  * Unsecured required vendor claimants, owing $3,500, are being
    paid 75% of their total claims; and

  * Unsecured professional claimants, owing $66,341, are being
    paid 1% of their total claims.

The Court also ruled that the Debtor will have until Dec. 31,
2011, to address the issues identified in the deficiency review
dated March 8, 2011, and conducted by Holiday Hospitality
Franchising, Inc., provided that the Debtor will have the option
of (a) rejecting the lease with WASCO Capital Services,
LLC/Sterling National Bank, or (b) replacing its televisions at
the end of the WASCO Lease on or about March, 2012.

                        About Denton Lone

Denton Lone Oak Holdings, L.P., a Texas limited partnership, owns
and operates The Holiday Inn & Suites Denton in Denton, Texas.
The Partnership filed for Chapter 11 bankruptcy protection (Bankr.
E.D. Texas Case No. 10-40836) on March 15, 2010.  Russell W.
Mills, Esq., at Hiersche Hayward, Drakeley & Urbach, assists the
Company in its restructuring effort.  The Company estimated its
assets and debts at $10,000,001 to $50,000,000.


DOLLAR THRIFTY: Moody's Raises Corporate Family Rating to 'B2'
--------------------------------------------------------------
Moody's Investors Service raised Dollar Thrifty Automotive Group,
Inc's Corporate Family Rating and Probability of Default Rating to
B2 from B3 and also raised the rating of the company's secured
term loan and credit facility to B1 from B2.  The Speculative
Grade Liquidity rating is SGL-3 and the outlook is positive.

Rating Rationale

The upgrade reflects Dollar's strong position in the value segment
of the US car rental industry, as well as the company's improving
credit metrics, competitive operating performance, and modest
level of corporate debt.  The rating action is also supported by
favorable industry fundamentals that include industry-wide fleet
size that is being maintained at a moderate level relative to
demand and strong used car prices.

The positive outlook reflects the possibility for further
improvement in the rating if Dollar can maintain strong operating
performance relative to peers, continue to operate with modest
levels of corporate debt, and manage shareholder distribution
initiatives in line with earning and free cash generation.

The rating action and outlook reflect Moody's view of Dollar's
standalone credit profile and do not reflect the potential effect
of an acquisition of Dollar by Avis Budget Group, Inc.(B1/stable).
Avis has an outstanding offer to acquire Dollar and the companies
are pursuing FTC approval to determine whether a transaction could
be undertaken.  An acquisition by Avis would likely have neutral-
to-positive implications for Dollar's rating.

Dollar has a highly competitive position in the value segment of
the US car rental sector.  During 2010 this position enabled the
company to generate debt/EBITDA of 2.6x, EBIT/interest of 2.4x and
an EBIT margin of 17.5% (excluding gains on disposals).  These
metrics are record levels for Dollar and they compare well with
those of Avis and Hertz Corporation (B1/stable).  Notwithstanding
its relatively small size (with approximately 12.5% share of the
US on-airport market) Dollar maintains a competitive operating
model. However, Moody's believes that its concentration in the
leisure segment is a potential source of risk during economic
downturns.

An additional strength is Dollar's relatively modest amount of
corporate debt -- only $145 million.  This represents only 10.5%
of total unadjusted debt -- a level that is significantly below
that of Avis and Hertz.  Moody's notes, however, that Dollar's
board has authorized a $100 million share repurchase program and
that pressure on the company to undertake aggressive distributions
to shareholders could increase if a sale of Dollar to Avis is not
consummated.  Any upward movement in Dollar's rating would be
dependent upon shareholder distributions remaining in line with
free cash generation and earnings, and upon corporate debt
remaining a modest portion of the capital structure.

The principal focus of key players in the car rental industry is
on lowering operating costs, growing ancillary revenues, improving
utilization rates, and expanding return measures.  Importantly,
the rental industry has remained disciplined in terms of
maintaining fleet size in line with demand.  Although pricing
within the industry will remain competitive, these industry
fundamentals moderate the risk that any player will look to grow
market share by lowering prices.  This is an important positive
for the overall pricing environment.

We expect that used car prices will remain strong due to the
healthier operating models the Detroit-3 auto manufactures have
embraced since the 2009 restructuring of the industry.  This
operating model focuses on managing production levels in line with
retail demand rather than managing production to cover a high
fixed cost structure.  Used car prices will also benefit from the
shortage of new cars available from Japanese manufacturers.

Dollar's liquidity profile and SGL-3 Speculative Grade Liquidity
rating are supported by the company's unrestricted cash position
of approximately $563 million and $230 million in borrowing
capacity available under a revolving credit facility that matures
in 2013.  The company has minimal amounts of non-fleet debt
maturing during the coming twelve months.  Although the ABS market
remains available to provide refunding for future fleet purchases,
the heavy reliance of Dollar and most of its peers on continuing
annual access to considerable amounts of ABS funding constrains
the liquidity profile and Speculative Grade Liquidity rating.

Dollar's rating could be considered for upgrade during the next
twelve to eighteen months if the company's operating performance,
along with any shareholder distribution initiatives, will enable
it to continue to strengthen its credit metrics, including:
debt/EBITDA under 3.0x and EBIT/interest over 2.0x.  A upgrade
would also require the maintenance of a sound liquidity profile.

Pressure on the outlook and rating would most likely result if the
company were to adopt a more aggressive shareholder distribution
strategy.  Such a strategy could result in pressure on the rating
if it contributed to metrics of these levels: debt /EBITDA
approaching 3.5x and EBIT/interest below 1.5x.

The last rating action for Dollar was a change in the outlook to
positive on April 28, 2010.

The principal methodology used in rating Dollar Thrifty Automotive
Group, Inc was the Global Equipment and Automobile Rental Industry
Methodology, published December 2010.  Other methodologies used
include Loss Given Default for Speculative Grade Issuers in the
US, Canada, and EMEA, published June 2009.


DRYSHIPS INC: Swings to $190.4 Million Profit in 2010
-----------------------------------------------------
Dryships Inc. filed with the U.S. Securities and Exchange
Commission its annual report on Form 20-F reporting a net income
of US$190.45 million on US$859.74 million of revenue for the year
ended Dec. 31, 2010, compared with a net loss of US$12.03 million
on US$819.83 million of revenue during the prior year.

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

Deloitte, Hadjipavlou Sofianos & Cambanis S.A., noted that the
Company's inability to comply with financial covenants under its
original loan agreements as of Dec. 31, 2009, its negative working
capital position and other matters raise substantial doubt about
its ability to continue as a going concern.

The Annual Report may also be accessed through the DryShips
website www.dryships.com at the Investor Relations section under
Quarterly and Annual Reports.  Shareholders may also request a
hard copy of the Annual Report, which includes the Company's
complete 2010 audited financial statements, free of charge, by
contacting Capital Link Inc., the Company's investor relations
advisor, using the contact details provided:

Investor Relations / Media:

       Nicolas Bornozis
       President
       Capital Link, Inc.
       230 Park Avenue, Suite 1536
       New York, NY 10169
       Tel. (212) 661-7566
       E-mail: dryships@capitallink.com

A full-text copy of the annual report on Form 20-F is available
for free at http://is.gd/y26t1Q

                        About DryShips Inc.

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

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

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

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


DRYSHIPS INC: Restates 2009 Annual Report on Form 20-F
------------------------------------------------------
Dryships Inc. filed with the U.S. Securities and Exchange
Commission Amendment No. 1 to the Annual Report on Form 20-F/A for
the year ended Dec. 31, 2009, as filed with the SEC on April 9,
2010.

In 2011 and subsequent to the issuance of the Company's 2009
consolidated financial statements, the Company's management
determined that the amount of interest capitalized pursuant to ASC
835-20, Capitalization of Interest (ASC 835-20) for four
drillships under construction for the year ended Dec. 31, 2009 was
erroneously calculated.  The errors comprised these:

   * From the amount of the expenditures for the qualifying
     assets, the Company erroneously excluded the portion of the
     purchase price of two drillships under construction acquired
     by its consolidated subsidiary, Ocean Rig UDW, that was paid
     for in shares of stock of Ocean Rig UDW.

   * From the calculation of the capitalization rate used to
     determine capitalized interest, the Company erroneously
     excluded borrowings of its consolidated subsidiary, Ocean Rig
     UDW, and certain borrowings of DryShips Inc.

The correction of the errors results in an increase in the amount
of interest capitalized in 2009 by $7.9 million and a
corresponding decrease in interest and finance costs for the year
ended Dec. 31, 2009.

In addition, the Company erroneously accounted for under ASC 815-
30, Cash Flow Hedges (ASC 815-30), the settlement payments made in
2009 on interest rate swaps that were designated and effective as
cash flow hedges on variable rate debt interest on which was being
capitalized as cost of drillships under construction by
immediately reclassifying the entire settlement payments from
accumulated other comprehensive loss to interest and finance costs
in the statement of operations.  A portion of the settlement
payments on interest rate swaps is reclassified back to AOCL and
will be reclassified to interest and finance costs at the same
time that the capitalized interest on the hedged variable rate
debts is recognized in income through depreciation.  The
correction of the erroneous application of ASC 815-30 results in a
decrease in interest and finance costs for the year ended Dec. 31,
2009 and an increase in AOCL by $5.3 million as of Dec. 31, 2009.

The Company has restated its consolidated financial statements for
the year ended Dec. 31, 2009 to reflect the adjustments discussed
above, resulting in an aggregate (i) decrease in net loss of $13.2
million, (ii) decrease in loss per common share of $0.06, (iii)
increase in net cash provided by operating activities of $7.9
million and (iv) increase in net cash used in investing activities
of $7.9 million.  The Restated Financial Statements are otherwise
identical in all respects to the financial statements contained in
the Company's 2009 Annual Report.  In addition, new Reports of
Independent Registered Public Accounting Firms have been issued in
relation to the audit of the Restated Financial Statements and of
the effectiveness of internal control over financial reporting,
the latter of which expresses an adverse opinion.

In connection with the restatement, the Company has concluded that
it did not maintain effective disclosure controls and procedures
and internal controls over financial reporting as of Dec. 31,
2009.

The restated statement of operations reflects a net loss of
US$12.03 million on US$819.83 million of revenue for the year
ended Dec. 31, 2009, compared with a net loss of US$25.20 million
on US$819.83 million of revenue as originally reported.

The Company's restated balance sheet at Dec. 31, 2009 showed
US$5.80 billion in total assets, US$2.99 billion in total
liabilities and US$2.81 billion in total stockholders' equity,
compared with US$5.79 billion in total assets, US$2.99 billion in
total liabilities and US$2.80 billion in total stockholders'
equity.

A full-text copy of the Annual Report as amended is available for
free at http://is.gd/9soNAt

                         About DryShips Inc.

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

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

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

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

Deloitte, Hadjipavlou Sofianos & Cambanis S.A., noted that the
Company's inability to comply with financial covenants under its
original loan agreements as of Dec. 31, 2009, its negative working
capital position and other matters raise substantial doubt about
its ability to continue as a going concern.


DRYSHIPS INC: George Economou Discloses 13.9% Equity Stake
----------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, George Economou and its affiliates disclosed
that they beneficially own 58,003,832 shares of common stock of
DryShips Inc. representing 13.9% of the shares outstanding.
According to American Stock Transfer & Trust Company, the
Company's transfer agent, there were 399,136,033 Common Shares
issued and outstanding as of April 12, 2011.  A full-text copy of
the filing is available for free at http://is.gd/33uUTz

                        About DryShips Inc.

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

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

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

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

Deloitte, Hadjipavlou Sofianos & Cambanis S.A., noted that the
Company's inability to comply with financial covenants under its
original loan agreements as of Dec. 31, 2009, its negative working
capital position and other matters raise substantial doubt about
its ability to continue as a going concern.


EAST COAST: Wants to Use Rents to Fund Case; Wells Fargo Objects
----------------------------------------------------------------
East Coast Development II, LLC, seeks authority from the U.S.
Bankruptcy Court for the Eastern District of North Carolina to use
cash collateral.

Amy M. Currin, Esq., at Stubbs & Perdue, P.A., explains that the
Debtor needs the money to fund its Chapter 11 case, pay suppliers
and other parties.

One of the Debtor's primary sources of continued income is through
operations, including the rental of real property.  The income
generated from the Debtor's rental property business may
constitute cash collateral of BB&T, Ciena Capital, First Bank,
Georgia Capital, and Wells Fargo Bank.  Prior to filing, BB&T, et
al., took security interests in assets of the Debtor.

                      Wells Fargo Objects

Wells Fargo Bank, National Association, successor by merger to
Wachovia Bank, National Association, objects to the Debtor's use
of cash collateral.

On Feb. 2, 2011, the Debtor filed articles of merger with the
North Carolina Secretary of State causing two separate legal
entities, Movies One, LLC, and 100 Block of Market Street, LLC, to
cease their independent existence and to be rolled up into one
entity, the Debtor.  According to Wells Fargo, the merger was done
without notice to the creditors of the Former Entities, and in
violation of the loan documents governing various loans between
the Former Entities and Wells Fargo, and in violation of the loan
documents of First Bank, Ciena Capital and BB&T.  "This corporate
shell game was commenced following a failure by Movies One to
service the debt associated with various commercial real estate
rental properties and the failure by Movies One to cooperate once
Wells Fargo exercised its rights with respect to an assignment of
rents from said commercial rental properties.  Since the rental
income generated by Wells Fargo's collateral was sufficient to
service the Wells Fargo debt and pay the expenses of the
properties serving as its collateral, it is assumed that such
rents were being used without the consent of Wells Fargo to fund
other projects, or going directly to James A. McFarland, Jr., the
principal of the Debtor, Movies One and 100 Block.  There is no
question that the rents were not being used to pay Wells Fargo, as
required under the terms of the loan documents and the assignments
of rents.  In addition to violating the terms of its loans, this
maneuver deprives this Court of its authority to decide a number
of issues, including, but not limited to the following: (i) when
and whether substantive consolidation is an appropriate legal
remedy: (ii) whether one law firm may represent related debtors
with potential claims against one another and (iii) the propriety
of the prepetition transfers that created the Debtor," Wells Fargo
states.

Wells Fargo asks that (i) rents for its collateral be segregated;
(ii) the Debtor make monthly adequate protection payments to Wells
Fargo in the amount of not less than $20,000 per month; and (iii)
a replacement lien on rents associated with Wells Fargo's
collateral be granted to the extent and priority of Wells Fargo's
lien on pre-petition rents.

Wells Fargo and the Debtor are diligently working to enter into a
consent order providing for the consensual use of cash collateral
upon terms and conditions satisfactory to the Debtor and Wells
Fargo.

Wells Fargo is represented by:

         A. Lee Hogewood III
         John R. Gardner
         K&L GATES LLP
         Post Office Box 17407 (27619-7047)
         4350 Lassiter at North Hills Avenue, Suite 300
         Raleigh, North Carolina 27609
         Tel: (919) 743-7306
         Fax: (919) 516-2006

                   About East Coast Development

Wilmington, North Carolina-based East Coast Development II, LLC,
dba 100 Block of Market Street, LLC, is in the business of renting
real property located in Onslow County, New Hanover County,
Guilford County, Wake County, Brunswick County, North Carolina,
and Greenville County, Charleston County, and Richland County,
South Carolina.

East Coast filed for Chapter 11 bankruptcy protection (Bankr. E.D.
N.C. Case No. 11-02792) on April 8, 2011.  Trawick H. Stubbs, Jr.,
Esq., at Stubbs & Perdue, P.A., serves as bankruptcy counsel.
According to its schedules, the Debtor disclosed $24,792,275 in
total assets and $12,172,815 in total debts as of the Petition
Date.


ENERTECK CORP: Incurs $2.76 Million Net Loss in 2010
----------------------------------------------------
Enerteck Corporation filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K, reporting a net loss of
$2.76 million on $231,314 of product sales for the year ended
Dec. 31, 2010, compared with a net loss of $2.05 million on
$404,335 of product sales during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $809,000 in
total assets, $2.46 million in total liabilities, and a
$1.65 million total stockholders' deficit.

                       Going Concern Doubt

During the years ended Dec. 31, 2010 and 2009, the Company
incurred recurring net losses of $2,763,000 and $2,054,000,
respectively.  In addition, at Dec. 31, 2010, the Company has an
accumulated deficit of $24,214,474.  These conditions raise
substantial doubt about the Company's ability to continue as a
going concern, according to the Form 10-K.

The Company's continuation as a going concern is contingent upon
its ability to obtain additional financing and to generate
revenues and cash flow to meet its obligations on a timely basis.
Management believes that sales revenues for 2010 and 2009 were
considerably less than earlier anticipated primarily due to
circumstances which have been corrected or are in the process of
being corrected.   Management expects that marine, railroad and
trucking sales should show significant increases in 2011 over what
has been generated in the past, as a result of the expected
outcome of long term client demonstrations from several extremely
large new clients will take place during 2011 and 2012.

The Company has been able to generate working capital in the past
through private placements and issuing promissory notes and
believes that these avenues will remain available to the Company
if additional financing is necessary.

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

                     About Enerteck Corporation

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


ENVIRONMENTAL INFRASTRUCTURE: Incurs $2.56MM Net Loss in 2010
-------------------------------------------------------------
Environmental Infrastructure Holdings Corp. filed with the U.S.
Securities and Exchange Commission its annual report on Form 10-K
reporting a net loss of $2.56 million on $3.27 million of revenue
for the year ended Dec. 31, 2010, compared with a net loss of
$7.83 million on $4.61 million of revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $988,407 in
total assets, $6.09 million in total liabilities, and a
$5.10 million total stockholders' deficit.

                           Going Concern

As of Dec. 31, 2010, the Company has a total stockholders' deficit
of $3,877,682 and negative working capital of $1,108,749.
Additionally, the Company incurred a Net Loss of $2,229,349 for
the year ended Dec. 31, 2010.  These factors raise substantial
doubt about the Company's ability to continue as a going concern,
according to the Form 10-K

The Company will continue seeking to raise money through a series
of equity and debt transactions in 2011.

A full-text copy of the annual report on Form 10-K is available
for free at http://is.gd/78UvTB

                About Environmental Infrastructure

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


FANNIE MAE: Foreclosures on Apartment Buildings Rise
----------------------------------------------------
Dow Jones' DBR Small Cap reports that for more than three years,
Fannie Mae has faced surging foreclosures on deteriorating home
loans.  Now, it also has to deal with an uptick in souring loans
backing apartment buildings made as the market peaked four years
ago.  Last year, Fannie acquired 232 properties through
foreclosure -- more than double the amount in 2009 -- and loans
backing another 481 properties were seriously delinquent.
According to DBR, the rise is a reminder that despite the rebound
in apartment-building prices in leading markets, owners and their
lenders are still hurting in many parts of the country.

                          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.


FISHER ISLAND: Seeks Dismissal of Creditors' Ch. 11 Petition
------------------------------------------------------------
Fisher Island Investments, Inc., asks the United States Bankruptcy
Court for the Southern District of Florida to dismiss the
involuntary bankruptcy petition filed against it by Solby+Westbrae
Partners, 19 SHC Corp., Ajna Brands Inc., 601/1700 NBC LLC,
Axafina Inc., and Oxana Adler LLM.

Representing the Alleged Debtor, Patricia A. Redmond, Esq., at
Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A., in
Miami, Florida -- predmond@stearnsweaver.com -- contends that
genuine issues of material fact bearing upon the Alleged Debtor's
liability and amounts due to each Petitioning Creditor exist.
Accordingly, she points out, involuntary relief against the
Alleged Debtor should not be granted because the Petitioning
Creditors' claims are the subject of a bona fide dispute.

The Alleged Debtor's debts are generally being paid when due,
excluding contingent claims or claims, which are the subject of a
bona fide dispute as to liability and amount, Ms. Redmond
contends.  She adds that the Involuntary Petition was filed in bad
faith for the improper purpose of forum shopping.

Accordingly, the Alleged Debtor asks the Court that (i)
involuntary relief not be granted, and (ii) judgment be entered in
its favor and against Petitioning Creditor for costs, reasonable
attorneys' fees, compensatory damages caused by the filing of the
Involuntary Petition, and punitive damages for the bad faith
involuntary bankruptcy filing as provided in Section 303(i) of the
Bankruptcy Code.

The Court will convene a hearing on May 17, 2011, to consider the
Motion to Dismiss.

                       About Fisher Island

Solby+Westbrae Partners; 19 SHC, Corp.; Ajna Brands, Inc.;
601/1700 NBC, LLC; Axafina, Inc.; and Oxana Adler, LLM, filed an
involuntary Chapter 11 petition against Miami Beach, Florida-based
Fisher Island Investments, Inc. (Bankr. S.D. Fla. Case No. 11-
17047) on March 17, 2011.

On the same date, involuntary Chapter 11 petitions were also filed
against the Company's affiliates, Mutual Benefits Offshore Fund,
LTD (Bankr. S.D. Fla. Case No. 11-17051) and Little Rest Twelve,
Inc. (Bankr. S.D. Fla. Case No. 11-17061).


FRAC TECH: Moody's Puts 'B2' Rating on $550MM Senior Notes
----------------------------------------------------------
Moody's Investors Service affirmed Frac Tech Services, LLC's B1
Corporate Family Rating (CFR) and changed the rating outlook to
negative from stable.  Moody's also placed the B2 rating on the
company's $550 million senior notes due 2018 under review for
possible upgrade.  These rating actions follow the announcement
that an investor group including Temasek Holdings (Private)
Limited and RRJ Capital (Investor Group) is acquiring the majority
shareholder of Frac Tech.  Moody's assigned a B1 CFR to a new
holding company, Frac Tech International LLC, formed to acquire
Frac Tech's equity ownership and a B2 rating to its proposed
$1.7 billion term loan facilities.  The rating outlook for Frac
Tech International is also negative.  The term loan rating is
subject to a review of the final documentation and capital
structure.

Ratings Rationale

"Despite the very large increase in debt from this buyout, we
affirmed the B1 CFR due to Frac Tech's currently strong earnings
and the good prospects for free cash flow generation and debt
reduction over the next year and a half," commented Pete Speer,
Moody's Vice-President.  "However, our negative outlook highlights
the risk that the company doesn't execute on its earnings growth
and leverage reduction plan in advance of the next cyclical
downturn in demand for its services."

Frac Tech International will use a substantial cash equity
investment by the Investor Group and the proceeds from a
$1.5 billion term loan to purchase the majority equity ownership
in Frac Tech and make a cash distribution to Chesapeake Energy
Corporation (Chesapeake, rated Ba2 CFR).  Following the
transaction, the Investor Group will own 70% of Frac Tech
International, with the remaining 30% primarily owned by
Chesapeake.

The B1 CFR of Frac Tech International is supported by Frac Tech's
high quality fleet of fracturing equipment and substantial market
position in several U.S. producing basins.  The rating is
restrained by the significant amount of debt relative to the
tangible asset base, the cyclicality of demand for its services
and its concentration in one service line.  While pressure pumping
demand and pricing is currently strong, Frac Tech competes with
Schlumberger (rated A1), Baker Hughes (rated A2) and Halliburton
(rated A2).  These are much larger companies with deeper financial
resources and diverse product and service lines.

Pro forma for the significant increase in term loan debt from the
acquisition, consolidated Debt/EBITDA at Dec. 31, 2010 was around
2.7x based on annualized fourth quarter 2010 EBITDA.  This pro
forma leverage is acceptable for the B1 CFR, but this metric would
rapidly deteriorate in a cyclical downturn in drilling activity.
The company plans to generate significant free cash over 2011 and
2012 and reduce its term loan borrowings.  This forecast is
supported by positive industry fundamentals and the company's
meaningful committed contract cover into 2012.  The negative
outlook could be changed to stable if the company executes on its
debt reduction plans.  Conversely, further increases in debt
levels to fund capital expenditures, acquisitions or dividends to
shareholders could result in a ratings downgrade.

Pursuant to the change of control provision in the senior notes
indenture, Frac Tech will have to offer to redeem the senior notes
at 101% of par value plus accrued interest following the closing
of the acquisition.  In order to fund this potential redemption,
Frac Tech International will utilize a committed $200 million
delayed draw term loan, cash balances at Frac Tech, and then
additional contractually committed equity funding from the
Investor Group.  Frac Tech had approximately $292 million of cash
at Dec. 31, 2010 and is expected to not reduce its cash balance
below $150 million to fund the notes redemption in order to
maintain adequate liquidity.

The proposed Frac Tech International term loan will be secured by
the equity ownership in Frac Tech and mature in five years from
closing.  The term loan will require 1% annual amortization and
that Frac Tech distribute the maximum permissible quarterly
restricted payments under its senior notes indenture to Frac Tech
International to provide cash for debt service, accelerated
principal repayment, and permissible distributions to equity
owners to cover taxes.  Since the term loan will be structurally
subordinated to the senior notes and other liabilities of Frac
Tech, the term loan has been rated B2 (LGD 4, 68%), one notch
beneath the B1 CFR.

The existing senior notes will benefit from their structurally
superior position in the capital structure relative to the term
loan.  In addition, Frac Tech management decided not to close the
committed $200 million senior secured credit facility that was
planned in connection with last year's notes offering, eliminating
this potential priority claim to the assets.  Therefore the
existing B2 senior notes rating is likely to be upgraded one to
two notches depending on the amount of notes actually redeemed and
use of the delayed draw term loan, final provisions in the term
loan agreement restricting future senior secured debt at Frac Tech
and other considerations.  The review of the notes rating will be
concluded following the completion of the change of control offer.
Frac Tech's B1 CFR will be withdrawn at that time as it is
effectively being replaced by the CFR at Frac Tech International.

The principal methodology used in rating Frac Tech was the Global
Oilfield Services Industry Methodology, published December 2009.

Frac Tech Services, LLC, is a privately held oilfield services
company headquartered in Cisco, Texas. The company is one of the
largest providers of hydraulic fracturing services in North
America.


FRAC TECH: S&P Affirms 'B+' Corporate Credit Rating
---------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Cisco, Texas-based fracturing service provider Frac Tech Services
LLC to negative from stable.  "At the same time, we affirmed the
'B+' corporate credit rating on the company," S&P stated.

"We assigned a 'B+' issue-level rating (the same as the corporate
credit rating) and '4' recovery rating to the company's proposed
$1.7 billion term loan due 2016.  The '4' recovery rating
indicates our expectation of average (30% to 50%) recovery in the
event of a payment default.  We also raised the issue-level rating
on the $550 million senior unsecured notes to 'BB' (two notches
higher than the corporate credit rating).  We revised the recovery
rating to '1', indicating our expectation of a full recovery in
the event of default, from '3'," S&P noted.

"We revised the outlook as a result of the proposed leveraging
transaction, whereby the company plans to issue a $1.7 billion
term loan to partially fund a buyout of its original founders by
Singapore investment company Temasek/RRJ Capital and to pay a
dividend to existing owners," said Standard & Poor's credit
analyst Lawrence Wilkinson.  (The existing owner is primarily
Chesapeake Energy [BB+/Stable/--]).  Frac Tech Services may also
issue a $200 million delayed draw term loan (DDTL) to redeem the
existing $550 million in senior unsecured notes (along with cash),
if holders elect to put the notes to the company under "change of
control" provisions.

The corporate credit rating reflects the company's weak business
risk profile and aggressive financial risk profile.  "Our
assessment of the company's business risk profile hinges on its
position as a fracturing service provider (pressure pumping
services provided to exploration and production companies in
the oil and gas industry as part of well completion) subject to
the high degree of demand and price volatility inherent in the
market for fracturing services.  The weak business risk profile
also reflects the highly competitive nature of the industry, the
significant planned capacity additions in the industry over the
next one to two years, and the company's high concentration
in the gas-levered Haynesville shale.  However, Frac Tech is now
redirecting some of its equipment to oil and liquids-rich plays,"
S&P continued.

"Our rating and outlook reflects our expectation that Frac Tech
will have a pro forma capital structure that is in line with the
'B+' rating, with debt leverage slightly over 3x and funds from
operations (FFO) to debt above 20% at year-end 2011.  During 2011,
we expect Frac Tech to continue to benefit from strong demand for
fracturing services near term due to the increasing frac intensity
per well, the shift to oil drilling, as well as the need for
exploration and production companies to complete wells in order to
retain leases, particularly in the Haynesville shale.  However,
these positive factors will at least partially be offset by the
expected growth in U.S. fracturing capacity, estimated at 50% to
75% in 2011. Frac Tech itself is planning to add 60% to its
existing capacity this year," according to S&P.

"The negative outlook reflects the increased leverage associated
with the proposed buyout transaction, as well as our concerns
about overcapacity in the U.S. fracturing services industry.  We
could lower the rating if leverage increases materially, a
scenario we think could occur as a result of significantly weaker
market fundamentals or aggressively financed growth initiatives,"
S&P stated.

S&P added, "We could revise the outlook to stable if operating
performance exceeds our expectations due to strong market
conditions and we believe these conditions will be sustainable, or
if the company is successful in reducing its debt, potentially
from its planned IPO."


FRANKLIN PACIFIC: Court Allows Sale of Shalamar Apartments
----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized Franklin Pacific Finance LLLP to sell to Student
Housing Associates LLC for $5,750,000 a 162-unit apartment known
as the Shalamar Apartments, located at 1640 Aquarena Springs
Drive, in San Marcos, Texas.  The Court approved the sale, free
and clear of all liens and claims.  The Court also found that the
Buyer is a good faith purchaser as provided in Section 363(m) of
the Bankruptcy Code.

                     About Franklin Pacific

Santa Monica, California-based Franklin Pacific Finance, LLLP,
engages in the business of acquiring and operating real estate
assets and loans secured by real estate assets, equipment,
vehicles and business assets, unsecured loans.  The Company
acquires assets and loans as portfolios or in stand-alone
transactions.  Debtor has conducted its business activity since
2005.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
C.D. Calif. Case No. 10-30727) on May 24, 2010.  Leslie A. Cohen,
Esq., and Jaime Williams, Esq., at Leslie Cohen Law, P.C., in
Santa Monica, California, serve as counsel to the Debtor.  In its
schedules, the Debtor disclosed $31,493,584 in assets and
$15,751,359 in debts.

The Debtor has filed a bankruptcy-exit plan.  A plan confirmation
hearing is set for April 7, 2011, at 1:30 p.m.  Under the DePlan,
as amended, general unsecured creditors under Class 4 can expect
payment of 1/3 of each creditors' unsecured claim plus 4%
interest.  A copy of the Combined Disclosure Statement and Plan of
Reorganization is available for free at
http://bankrupt.com/misc/FranklinPacific.AmendedDS.pdf


FRE REAL ESTATE: Wants Access to Cash Collateral Until September
----------------------------------------------------------------
FRE Real Estate, Inc., seeks authority from the U.S. Bankruptcy
Court for the Northern District of Texas to use cash collateral.

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 the Debtor's
properties: Fenton Centre, the Adjacent Land, the Thermalloy
Building, and the Three Hickory Tract.  The indebtedness bears
interest at the contract rate of 4.25%.  At the contract rate, the
monthly payment of principal and interest due under the mortgage
is approximately $214,951.64, not counting a tax escrow of
$117,533.

Robert A. Simon, Esq., at Barlow, Garsek & Simon, L.L.P., explains
that the Debtor needs the money to fund its Chapter 11 case, pay
suppliers and other parties.  During the first 14 days, the Debtor
requests authority to expend $106,759, which should be sufficient
to prevent irreparable harm to Debtor, pending a final hearing on
the Debtor's request to use cash collateral.

In exchange for the use of cash collateral, the Debtor proposes
that:

     -- on July 3, 2011, the Debtor will start making monthly
        payments of adequate protection equal to the monthly
        interest on the mortgage indebtedness at the non-default
        contract rate, or approximately $215,000;

     -- the Debtor will keep the properties fully insured against
        loss and pay all delinquent property taxes;

     -- the Debtor will enhance the value of the properties by
        continuing its leasing efforts and by performing routine
        maintenance and repairs;

     -- the Debtor will grant the lender a replacement lien on all
        postpetition rents and common area maintenance charges,
        and other cost reimbursements collected from tenants to
        the extent and with the priority that such liens existed
        prepetition; and

     -- the Debtor's rents will continue to be paid into a lockbox
        controlled by NexBank.

NexBank will remain in control of its cash collateral.

The Debtor will use collateral through May 2011 pursuant to a
budget, a copy of which is available for free at:

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

The Debtor anticipates that it will shortly file an amended budget
that goes through Sept. 30, 2011.

                      Highland Capital Objects

Highland Capital Management, L.P., special servicer of the secured
loan in the original principal amount of $62 million advanced to
the Debtor, objects to the Debtor's request to use cash
collateral.

The Special Servicer says, "This Second Chapter 11 Case is an ill-
conceived and bad faith attempt by the Debtor to derail the
Special Servicer's foreclosure of the Debtor's real property in
North Texas, commonly referred to as the Fenton Centre, and
neither the Debtor nor the Fenton Centre have the ability to
service the secured debt with which the property is encumbered.
The Special Servicer holds a valid mortgage lien on the Fenton
Centre2, which has been in default multiple times over the last
two years and continuously for the last seven months.  With
absolutely no legitimate or reasonable strategy in place to
satisfy its mortgage indebtedness -- presently in excess of
$60 million -- the Debtor now seeks this Court's countenance in
delaying the Special Servicer's efforts to realize the benefit of
its bargain and foreclose on its collateral under the guise of a
purported reorganization effort."

According to the Special Servicer, the Fenton Centre has three
significant infirmities that absolutely prohibit any ability to
reorganize: (a) an appraised value of $39 million (compared to a
debt in excess of $60 million); (b) an occupancy rate of
approximately 50%, and (c) an absolute assignment of rents/leases
prohibiting the Debtor from utilizing funds from the Fenton Centre
to fund a reorganization.

"In reality, this Second Chapter 11 Case is a classic two-party
dispute/bad faith filing initiated one day before a scheduled
foreclosure sale," the Special Servicer states.

The Special Servicer says that because it holds a present and
absolute assignment of the rents/leases from the Debtor, the
Debtor lacks any ownership interest in the rents/leases.  "As
such, the income from the Fenton Centre is not cash collateral,
thus requiring the denial of the motion.  Given that there is
absolutely no operating income that the Debtor can utilize to
operate its business, the Second Chapter 11 Case is a sham for
which no reorganization is possible whatsoever," the Special
Servicer claims.

The Special Servicer states that the Debtor has not demonstrated
and cannot demonstrate that the Special Servicer's interests are
adequately protected.  The Special Servicers asks the Court to
(i) direct the Debtor and its agents and representatives to
immediately turn over to the Special Servicer that portion of the
collateral derived from the rents/leases, and constituting cash
collateral that is in the Debtor's possession, or that of the
Debtor's agents and representatives, or in any accounts at any
financial institutions or otherwise under the Debtor's control;
and (ii) direct the Debtor to segregate and account for any and
all proceeds of the rents/leases presently in its, or its agents
and representatives possession and control, or hereafter received
by the Debtor, or any entity under the Debtor's control, from any
source, and to turn over to the Special Servicer any additional
proceeds of the rents/leases as collected and segregated.

The Special Servicer is represented by:

         Michael D. Warner
         Emily S. Chou
         COLE, SCHOTZ, MEISEL, FORMAN & LEONARD, P.A.
         301 Commerce Street, Suite 1700
         Fort Worth, Texas 76102
         Tel: (817) 810-5250
         Fax: (817) 810-5255
         E-mail: mwarner@coleschotz.com
                 echou@coleschotz.com

                      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.

FRE Real Estate filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Tex. Case No. 11-42042) on April 4, 2011.  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."


GAS CITY: Court Extends Plan Filing Exclusivity Until June 30
-------------------------------------------------------------
The Hon. Eugene R. Wedoff of the U.S. Bankruptcy Court for the
Northern District of Illinois extended the exclusive periods of
Gas City, Ltd., and its debtor-affiliates to file a Chapter 11
plan until June 30, 2011, and solicit acceptances of that plan
until July 30, 2011.

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

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

                          About Gas City

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

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


GENTA INC: Has 86.04 Million 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 15, 2011, is 86,043,542.

                      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.


HACIENDA GARDENS: Seeks to Dismiss Chapter 11 Case
--------------------------------------------------
Hacienda Gardens, LLC asks the U.S. Bankruptcy Court for the
Northern District of California to dismiss its bankruptcy case
conditioned upon:

   (a) payment in cash of all allowed and undisputed unsecured
       and priority claims;

   (b) deposit into an attorney trust account for 180 days after
       dismissal the sums necessary to pay its disputed claims;
       and

   (c) the granting of a deed of trust to secure payment of
       remaining administrative and unsecured claims, whose
       holders agree to payment of their deferred claims in this
       manner.

The Debtor and its creditors believe that dismissal is now in the
best interest of creditors and the estate.  They have negotiated a
division of proceeds from the sale of the commercial and retail
portion of The Hacienda Garden Shopping Center to Michael T.
LaBarbera for $17 million cash.

With the LaBarbera sale having closed, the Debtor says it is
prepared to pay in cash its allowed and priority claims other than
one disputed claim for which cash will be held in trust, and the
creditors who have agreed to accept a lien and deferred payment.
Hence, the Debtor insists, dismissal of its case is appropriate
under the circumstances.

A hearing will be held on April 29, 2011, to consider the
dismissal.

                   About Hacienda Gardens, LLC

Cupertino, California-based Hacienda Gardens, LLC, owns and
operates a commercial shopping center in San Jose, California.
The Debtor leases the Center under the Ground Leases from the
Rajkovich Family who own the underlying land.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Calif. Case No. 10-55423) on May 24, 2010.  Heinz Binder,
Esq., Robert G. Harris, Esq., and Roya Shakoori, Esq., at Binder &
Malter, LLP, in Santa Clara, Calif., represent the Debtor as
counsel.  The Company estimated assets and debts at $10 million to
$50 million.


HEARUSA INC: BDO USA Raises Going Concern Doubt
-----------------------------------------------
HearUSA, Inc., filed on April 11, 2011, its annual report on Form
10-K for the fiscal year ended Dec. 25, 2010.

BDO USA, LLP, in West Palm Beach, Fla., expressed substantial
doubt about HearUSA's ability to continue as a going concern.  The
independent auditors noted that the Company has suffered recurring
operating losses, negative cash flows from operations, and
negative working capital.

The Company reported a net loss of $6.9 million on $83.5 million
of revenues for the fiscal year ended Dec. 25, 2010, compared with
net income of $2.1 million on $88.9 million of revenues for the
fiscal year ended Dec. 26, 2009.

At Dec. 25, 2010, the Company's balance sheet showed $81.0 million
in total assets, $59.9 million in total liabilities, and
stockholders' equity of $21.1 million.

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

                       http://is.gd/ghqRw7

West Palm Beach, Fla.-based HearUSA, Inc. (NYSE Amex: EAR) --
http://www.herusa.com/-- owns 175 hearing care centers in eleven
states.  The Company also sponsors a network of approximately
2,000 credentialed audiology providers that participate in
selected hearing benefit programs contracted by the Company with
employer groups, health insurers and benefit sponsors.   The
centers and the network providers provide audiological products
and services for the hearing impaired.


HOFMEISTER'S PERSONAL: Files For Chapter 11 Bankruptcy Protection
-----------------------------------------------------------------
Indianapolis Business Journal reports that Hofmeister's Personal
Jewelers Inc. is seeking to reorganize under the protection of
Chapter 11 bankruptcy.  The Company's largest debts include a loan
balance of almost $2.5 million to the downtown Indianapolis office
of Pittsburgh-based PNC Bank for inventory, accounts receivables,
equipment and furniture.  The filing also includes dozens of
unsecured claims, including $1.1 million owed to Gems One Corp. in
New York for inventory and $300,000 to PNC Bank for a townhome in
Steamboat Springs, Colorado.  The Company said it also owes
$36,215 in sales tax to the Indiana Department of Revenue and more
than $73,000 to an affiliate of WTHR-TV Channel 13, $35,000 to the
Indianapolis Colts and $20,000 to Indianapolis Monthly for
advertising.

Hofmeister's Personal Jewelers Inc., doing business as
Hofmeister's Keepsake Diamond Center, operates jewelry stores.  It
was founded by Gary Hofmeister in 1973 in downtown Indianapolis.
Mr. Gary's son, Carter, owns 85% of the business and manages
operations.

Hofmeister's Personal filed for Chapter 11 bankruptcy protection
(Bankr. S.D. Ind. Case No. 11-04451) on April 13, 2011.  Judge
Basil H. Lorch, III, presides over the case.  Eric C. Redman,
Esq., at Redman Ludwig PC, represents the Debtor.  The Debtor
disclosed $3,799,696 in assets, and $5,483,014 in debts.


HONOLULU SYMPHONY: New Owner Has 3-Year Contract With Musicians
---------------------------------------------------------------
Rosemarie Bernardo at Star Advertiser reports that the Symphony
Exploratory Committee reached a three-year agreement with
musicians of the former Honolulu Symphony Orchestra.

As reported in the Feb. 28, 2011, edition of the Troubled Company
Reporter, a group of prominent business and civic leaders has
formed a committee aimed at returning the bankrupt Honolulu
Symphony to the concert stage.  That committee has asked Steve
Monder, retired president of the Cincinnati Symphony Orchestra,
and JoAnn Falletta, acclaimed conductor of the Buffalo
Philharmonic Orchestra, to develop a business model for the
symphony.  The group is led by Office of Hawaiian Affairs trustee
Oz Stender.

According to Star Advertiser, Committee members said under the new
contract, approved Monday, 64 full-time musicians will get paid
$30,000 for 30 weeks in each of the next two years.  Their salary
will increase to $31,250 in the third year.

Last month the committee acquired the orchestra's assets with a
$210,000 bid at an auction.  Assets include about 70 musical
instruments, a music library of more than 2,700 classical and
local orchestral works, and office equipment.

                      About Honolulu Symphony

Honolulu Symphony Society filed for Chapter 11 protection on
Dec. 18, 2009 (Bankr. D. Hawaii Case No. 09-02978), saying assets
are less than $500,000 while debt exceeds $1 million.  The
symphony blamed the filing on a decline in donations which left
the orchestra unable to cover costs, since ticket sales represent
only 30% of the budget.

In December 2010, the bankruptcy judge entered an order converting
the Honolulu Symphony Society's bankruptcy case to Chapter 7
liquidation.  The judge said he can't see any benefit in keeping
the symphony in Chapter 11 that would generate additional
expenses.


HOPE SPRINGS: Court Extends Exclusive Filing Period for Plan
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Indiana has
extended, at the behest of Hope Springs Partners, LLC, the
exclusive period to file a Chapter 11 plan through and including
June 20, 2011, and the exclusive period for the Debtor to solicit
acceptances to that Chapter 11 plan until Aug. 17, 2011.

As reported by the Troubled Company Reporter on March 29, 2011,
U.S. Bank National Association, the senior secured lender of the
Debtor, filed an objection to the Debtor's request to extend the
exclusive periods.  U.S. Bank does not believe that the Debtor has
made any meaningful efforts to propose or file a Chapter 11 plan
since commencing the Chapter 11 case.

Carmel, Indiana-based Hope Springs Partners, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. S.D. Ind. Case No. 10-
17467) on Nov. 19, 2010, estimating assets at $10 million to
$50 million and debts at $1 million to $10 million.  No committee
of unsecured creditors has been appointed in the Chapter 11 case.

Jeffrey J. Graham, Esq., and Jerald I. Ancel, Esq., at Taft
Stettinius & Hollister LLP, originally represented the Debtor in
its restructuring effort.  They were terminated as of Dec. 22,
2010.  The Debtor is now being represented by:

         Ross M. Kwasteniet, Esq.
         KIRKLAND & ELLIS LLP
         300 North LaSalle Street
         Chicago, IL 60654
         Telephone: (312) 862-2069
         Facsimile: (312) 862-2200
         E-mail: ross.kwasteniet@kirkland.com


HOSPITAL DAMAS: Court to Consider Financing Extension on April 20
-----------------------------------------------------------------
Judge Mildred Caban Flores of the U.S. Bankruptcy Court for the
District of Puerto Rico will consider Hospital Damas, Inc.'s joint
motion for extension of Postpetition Senior Secured Financing,
subject to the term sheet being filed, on April 20, 2011.

The Court previously authorized the Debtor to obtain postpetition
financing of up to $1,008,547 from Banco Popular de Puerto Rico,
wit the loan due to mature May 1, 2011.  Banco Popular is the
owner, as of April 30, 2010, of all credit relationships among the
Debtor and its affiliate, and Westernbank Puerto Rico.

Ponce, Puerto Rico-based Hospital Damas, Inc., filed for Chapter
11 bankruptcy protection (Bankr. D. P.R. Case No. 10-08844) on
Sept. 24, 2010.  Charles A. Cuprill-Hernandez, Esq., at Charles A.
Cuprill, P.S.C., Law Offices, serves as the Debtor's bankruptcy
counsel.  In October 2010, the United States Trustee appointed
five creditors to serve on the Official Committee of Unsecured
Creditors of the Debtor.  Todd C. Meyers, Esq., and Colin M.
Bernardino, Esq., at Kilpatrick Stockton LLP, represents the
Committee as legal counsel, and Edgardo Munoz, Esq., at Edgardo
Munoz, PSC, serves the Committee as local counsel.  In its
schedules, the Debtor disclosed US$24,017,166 in total assets and
US$21,267,263 in total liabilities as of the petition date.


HOSPITAL DAMAS: Plan Filing Exclusivity Extended Until May 31
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico extended
through:

   (a) May 31, 2011, Hospital Damas, Inc.'s time to exclusively
       file a Chapter 11 plan of reorganization; and

   (b) July 31, 2011, its time to solicit acceptances of the
       Plan.

Ponce, Puerto Rico-based Hospital Damas, Inc., filed for Chapter
11 bankruptcy protection on September 24, 2010 (Bankr. D. P.R.
Case No. 10-08844).  Charles A. Cuprill-Hernandez, Esq., at
Charles A. Cuprill, P.S.C., Law Offices, serves as the Debtor's
bankruptcy counsel.  In October 2010, the United States Trustee
appointed five creditors to serve on the Official Committee of
Unsecured Creditors of the Debtor.  Todd C. Meyers, Esq., and
Colin M. Bernardino, Esq., at Kilpatrick Stockton LLP, represents
the Committee as legal counsel, and Edgardo Munoz, Esq., at
Edgardo Munoz, PSC, serves the Committee as local counsel.  In its
schedules, the Debtor disclosed US$24,017,166 in total assets and
US$21,267,263 in total liabilities as of the petition date.


HUNTSMAN CORP: S&P Affirms 'B+' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services said it revised the outlook on
its corporate credit ratings on Huntsman Corp. and subsidiary
Huntsman International LLC to positive from stable.  At the same
time, Standard & Poor's affirmed its ratings, including the 'B+'
corporate credit ratings, on the companies.

"The outlook revision to positive reflects our expectation that
the company will sustain the ongoing improvement in operating
performance and in its leverage-related metrics," said Standard
& Poor's credit analyst Paul Kurias.  "The key ratio of funds
from operations (FFO) to total debt has been improving and as of
Dec. 31, 2010, is at the high end of what we consider appropriate
for the 'B+' corporate credit ratings.  We expect that a
strengthening of EBITDA in 2011 will contribute to a further
improvement in this ratio."

The Salt Lake City-based company has global presence and large
market shares -- it is No. 1 in some product categories and a top
5 player in others, which should enable it to pass on raw material
cost increases, according to Standard & Poor's.

Huntsman's business profile is characterized by strong market
shares in a range of differentiated chemical products but is still
subject to the vagaries of economic and demand patterns in key end
markets.  The company has recently benefited from the ongoing
economic recovery and its diverse geographic presence, which has
boosted volumes throughout recent quarters.

Huntsman is a holding company with diverse chemical
operations that generated annual sales during 2010 of
approximately $9 billion.  Through a strategic emphasis on
increasing its performance chemicals business, Huntsman has
decreased reliance on commodity product categories and positioned
the company among the largest differentiated chemical companies
worldwide.


IASIS HEALTHCARE: Moody's Puts 'Caa1' Rating on $935MM Notes
------------------------------------------------------------
Moody's Investors Service assigned a Ba3 (LGD 2, 23%) rating to
IASIS Healthcare LLC's proposed credit facilities, consisting of a
$300 million revolver and a $935 million term loan.  Moody's also
assigned a Caa1 (LGD 5, 78%) rating to the company's proposed
offering of up to $935 million of senior unsecured notes.  IASIS
Healthcare LLC is a wholly owned subsidiary of IASIS Healthcare
Corporation (collectively IASIS).  Moody's also affirmed the
existing ratings of IASIS, including the B2 Corporate Family and
Probability of Default Ratings.  The outlook for the ratings is
stable. Concurrently, Moody's assigned a Speculative Grade
Liquidity Rating of SGL-2.

Moody's understands that the proceeds of the proposed financing
will be used to fund the previously announced proposed purchase of
a 78.2% interest in St. Joseph Medical Center in Houston, TX, and
repay the outstanding debt of IASIS, including the balance of the
PIK loan at the parent holding company.  Therefore, Moody's will
withdraw the ratings on the company's existing debt upon the close
of the transaction.  A portion of the proceeds is also expected to
be used to fund a distribution to the parent holding company that
could be used for future acquisitions or potential distributions
to shareholders.

Ratings are subject to the closing of the refinancing as proposed
and Moody's review of final documentation.

Ratings assigned:

   -- $300 million senior secured revolving credit facility
      expiring 2016, Ba3 (LGD 2, 23%)

   -- $935 million senior secured term loan due 2018, Ba3 (LGD 2,
      23%)

   -- $935 million senior unsecured notes due 2019, Caa1 (LGD 5,
      78%)

   -- Speculative Grade Liquidity Rating, SGL-2

Ratings affirmed:

   -- Corporate Family Rating, B2

   -- Probability of Default Rating, B2

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

   -- Senior secured letter of credit facility due 2014, Ba2 (LGD
      2, 18%)

   -- Senior secured revolving credit facility expiring 2013, Ba2
      (LGD 2, 18%)

   -- Senior secured term loan due 2014, Ba2 (LGD 2, 18%)

   -- Senior subordinated notes due 2014, B3 (LGD 5, 70%)

PIK loan at Holdco due 2014, Caa1 (LGD 6, 91%)

IASIS' B2 Corporate Family Rating reflects the company's
considerable financial leverage, which will increase as a result
of the proposed transaction and significant concentration in a
few highly competitive markets.  Moody's also expects that free
cash flow coverage of debt metrics will deteriorate as a result
of the increased cash interest burden and higher cash tax payment
obligations.  However, while Moody's believes the company may
adopt a more aggressive acquisition strategy, Moody's also
anticipates that management will remain disciplined in any
further increase in leverage.

The Speculative Grade Liquidly Rating of SGL-2 reflects
Moody's expectation the company will maintain good liquidity,
characterized by stable free cash flow generation, despite the
increase cash use related to interest and taxes, and ample
available cash and revolver balances.

Given the increase in leverage and the expectation that cash flow
metrics will deteriorate from the company's increased cash burden,
Moody's does not anticipate an upgrade of the ratings in the near
term.  However, Moody's could consider upgrading the rating if
adjusted leverage improved to and was expected to be sustained
below 5.0 times through either debt repayment or growth in EBITDA.

Moody's could downgrade the rating if the company were to increase
leverage from the pro forma levels for additional debt financed
acquisitions or shareholder initiatives.  Moody's could also
downgrade the ratings if cash flow coverage of debt was to decline
beyond Moody's expectations and result in sustained negative free
cash flow.  This could result from things such as weak volumes and
increased uncompensated care costs, or market specific issues such
as changes to the Medicaid program in Arizona that materially
impacts the company's Health Choice operations.

The principal methodology used in rating IASIS Healthcare
Corporation was the Global For-Profit Hospital Industry
Methodology, published September 2008.  Other methodologies used
include Loss Given Default for Speculative Grade Issuers in the
US, Canada, and EMEA, published June 2009 (and/or the Government-
Related Issuers methodology, published July 2010.

IASIS Healthcare LLC, a wholly owned subsidiary of IASIS
Healthcare Corporation, is headquartered in Franklin, Tennessee.
IASIS is an owner operator of acute care hospitals in high growth
urban and suburban markets. As of Dec. 31, 2010, IASIS operated 17
acute care hospitals and one behavioral health hospital located in
seven states. The company also operates Health Choice Arizona,
Inc. (Health Choice), a Medicaid and Medicare managed health plan
in Phoenix.


IASIS HEALTHCARE: S&P Gives 'CCC+' to Senior Unsecured Notes
------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its issue-
level rating of 'BB-' (two notches above the corporate credit
rating) and assigned a recovery rating of '1' to Franklin, Tenn.-
based IASIS Healthcare Corp.'s proposed new revolving credit
facility.  "In addition we assigned our issue-level rating of 'B'
(the same as the corporate credit rating) and assigned a recovery
rating of '3' to the company's proposed term loan.  At the same
time, we assigned a 'CCC+' rating and a recovery rating of '6'
(two notches below the corporate credit rating) to the company's
proposed new senior unsecured notes.  The 'B' corporate credit
rating was affirmed and the rating outlook was revised to stable
from positive," S&P stated.

"The ratings on IASIS reflect its weak business risk profile,
which is underscored by margin pressures faced by its relatively
small base of 17 medium-size acute-care hospitals, notwithstanding
its relatively well-established positions in several competitive
markets," said Standard & Poor's credit analyst David Peknay.
"The company also operates a Medicaid and Medicare managed care
plan in Arizona through its Health Choice managed health plan,
which is subject to potentially volatile funding from that state."

Profit margins have been declining due to several factors
including persistent reimbursement pressure that include Medicaid
cuts, increasing costs related to physician recruitment, and
competition with physicians, to name a few.  Operating margins,
which had been steady in the 14% range, have been declining
for the past year to about 12.0% by the end of 2010.

"We believe these factors will not abate in the near term and may
result in further margin erosion," said Mr. Peknay.  "Health
reform legislation may eventually help reduce bad debt but the
impact may be offset by other payment reductions or higher costs
to meet possible increased demand for services.  In addition,
potentially smaller price increases from managed care companies
could have a significant impact on profitability, particularly
because this source generates about 40% of patient revenues
generated by its hospitals.  Finally, as Health Choice contributes
a growing portion of IASIS' revenues, the company's margins will
additionally be pressured because of the plan's margins, which are
lower than those of the acute hospital services segment's."

The rating outlook on IASIS Healthcare Corp. is stable.  "Given
our view of ongoing operating pressure coupled with the presence
of a financial sponsor, we expect IASIS to remain highly
leveraged. Therefore we view an upgrade as unlikely over the next
year," said Mr. Peknay.  "However some unforeseen problem, such as
a reimbursement cut that causes a sustainable EBITDA margin
decline of 200 basis points and an increase in leverage to over
7x, could suggest a lower rating."


IMAGE METRICS: Registers Common Shares With SEC
-----------------------------------------------
Image Metrics, Inc., registered with the U.S. Securities and
Exchange Commission its common stock, par value $0.001 per share.
The holders of the Company's common stock, par value $0.001 per
share are entitled to one vote per share.  The holders of common
stock are entitled to receive ratably such dividends, if any, as
may be declared by the Company's board of directors out of legally
available funds.  However, the current policy of the Company's
board of directors is to retain earnings, if any, for the
operation and expansion of the Company's business.  Upon
liquidation, dissolution or winding-up, the holders of common
stock are entitled to share ratably in all the Company's assets
which are legally available for distribution, after payment of or
provision for all liabilities and the liquidation preference of
any outstanding preferred stock.  The holders of common stock have
no preemptive, subscription, redemption or conversion rights.  All
issued and outstanding shares of common stock are, when issued,
fully-paid and non-assessable.

                        About Image Metrics

Santa Monica, Calif.-based Image Metrics, Inc., provides
technology-based facial animation solutions to the interactive
entertainment industry.  Using proprietary software and
mathematical algorithms that "read" human facial expressions, the
Company's technology converts video footage of real-life actors
into 3D computer generated animated characters.  Examples of the
Company's facial animation projects include the 2008 "Grand Theft
Auto IV" video game, the 2009 computer generated aging of Brad
Pitt in the feature film "The Curious Case of Benjamin Button,"
the 2009 Black Eyed Peas' "Boom Boom Pow" music video, and the
2010 "Red Dead Redemption" video game.

The Company's key intellectual property consists of one patent
registered in the United States, four additional patents in
process, the identification of 16 potential new patents, and
significant well-documented trade secrets.

BDO USA, LLP, in Los Angeles, after auditing the Company's
financial statements for the year ended Sept. 30, 2010, expressed
substantial doubt about Image Metrics, Inc.'s ability to continue
as a going concern.  The independent auditors noted that the
Company has suffered recurring losses from operations and has a
net capital deficiency.

The Company reported a net loss of $9.7 million on $5.9 million of
revenue for fiscal 2010, compared to a net loss of $6.8 million on
$4.0 million of revenue for fiscal 2009.

The Company's balance sheet at Sept. 30, 2010, showed $1.0 million
in total assets, $13.2 million in total liabilities, and a
stockholders' deficit of $12.2 million.


IRON MOUNTAIN: S&P Places 'BB-' Corp. Credit Rating Under Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services said it placed its 'BB-'
corporate credit rating for Boston-based Iron Mountain Inc., as
well as all related issue-level ratings, on CreditWatch with
negative implications.

"The CreditWatch listing follows the company's announcement that
it plans to enhance shareholder value by returning to stockholders
$2.2 billion through 2013, including approximately $1.2 billion
over the next 12 months through a combination of share repurchases
and dividends," said Standard & Poor's credit analyst Tulip Lim.

As of Dec. 31, 2010, the company had around $260 million in
cash balances, generated about $300 million in discretionary cash
flows in 2010, and had an undrawn $765 million revolving credit
facility.  "We expect the company will have to raise new debt and
draw under its revolving credit facility to finance the entire
planned $2.2 billion," said Ms. Lim.  "The transaction will raise
financial risk amid uncertainty as to financing terms, the
resulting increase in leverage from the current low-4x area, and
the likely effect of higher interest cost on discretionary cash
flow.  We believe the transaction could increase leverage above
5x."

Depending on how these issues develop, Standard & Poor's could
consider a rating action over the near term.  "We could lower the
rating if leverage increases above 5.5x, our leverage target at
the current rating level," S&P added.


JAMES RIVER: MSHA Finds Potential Violation at Abner Rider Mine
---------------------------------------------------------------
The Dodd-Frank Wall Street Reform and Consumer Protection Act was
enacted On July 21, 2010.  The Act contains new reporting
requirements regarding mine safety, including disclosing on a
Current Report on Form 8-K the receipt of a written notice from
the federal Mine Safety and Health Administration of a pattern of
violations at a coal mine under section 104(e) of the Federal Mine
Safety and Health Act of 1977.

On Nov. 18, 2010, Bledsoe Coal Corporation, a subsidiary of James
River Coal Company, received written notification that a potential
pattern of violation exists at its Abner Branch Rider Mine.  On
April 12, 2011, MSHA notified Bledsoe Coal Corporation that a
Pattern of Violation exists at its Abner Branch Rider Mine.  As a
result, within 90 days of the POV notice, if MSHA finds any
violation of a mandatory health or safety standard that could
significantly and substantially contribute to the cause and effect
of a coal or other mine safety or health hazard, MSHA will require
all persons in the areas affected by such violation, except those
persons referred to in Section 104(c) of the Mine Act, to be
withdrawn from, and to be prohibited from entering such area until
MSHA determines the violation has been abated.  The POV notice
will terminate if, upon inspection of the entire mine, MSHA finds
no S&S violations of mandatory safety and health standards.  The
Abner Branch Rider Mine produced approximately 220,000 tons in
2010.  The POV could have a significant impact on the operations
of that mine.

                         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."


JUNIPER GROUP: Incurs $14.85 Million Net Loss in 2010
-----------------------------------------------------
Juniper Group, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K reporting a net loss
attributable to common stockholders of $14.85 million on
$2.35 million of wireless infrastructure services for the year
ended Dec. 31, 2010, compared with net income attributable to
common stockholders of $45.66 million on $1.06 million of wireless
infrastructure services during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $1.12 million
in total assets, $36.33 million in total liabilities and a $35.21
total stockholders' deficit.

Liebman Goldberg & Hymowitz, LLP, in Garden City, New York,
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 a working
capital deficiency and has suffered recurring losses from
operations.

A full-text copy of the annual report on Form 10-K is available
for free at http://is.gd/pi6Bbv

                       About Juniper Group

Boca Raton, Fla.-based Juniper Group, Inc., is a holding company.
The Company was incorporated in the State of Nevada in 1997 and
conducts its business through indirect wholly-owned subsidiaries.

The Company's wireless infrastructure services operating
subsidiaries primarily focus their activities in the Eastern and
Central United States.  The Company's intention is to be able to
support the increased demand in the deployment of wireless
infrastructure services with leading wireless telecommunication
companies in providing them with maintenance and upgrading of
wireless telecommunication network sites, site acquisitions, site
surveys, co-location facilitation, tower construction and antenna
installation to tower system integration, hardware and software
installations.


K5 GLOBAL: Case Summary & 6 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: K5 Global, Inc
        K5 Global
        c/o Theodore Hartman
        930 Broad St
        Lake Charles, LA 70601

Bankruptcy Case No.: 11-20393

Chapter 11 Petition Date: April 18, 2011

Court: United States Bankruptcy Court
       Western District of Louisiana (Lake Charles)

Judge: Robert Summerhays

Debtor's Counsel: Wade N. Kelly, Esq.
                  ROBICHAUX, MIZE, WADSACK & RICHARDSON, LLC
                  1777 Ryan Street
                  P.O. Box 2065
                  Lake Charles, LA 70601
                  Tel: (337) 433-0234
                  Fax: (337) 433-1274
                  E-mail: wnkellylaw@yahoo.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 six largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/lawb11-20393.pdf

The petition was signed by Sarah H. Lee, director.


KE KAILANI: Files Chapter 11 Plan of Reorganization
---------------------------------------------------
Ke Kailani Development LLC filed with the U.S. Bankruptcy Court
for the District of Hawaii a proposed Chapter 11 plan of
reorganization and an explanatory disclosure statement.

A hearing is set for May 16, 2011, at 9:30 a.m., to consider the
adequacy of the Disclosure Statement.

According to the Disclosure Statement, the Plan will pay 100% of
all of the prepetition and post postpetition valid and court-
approved secured and unsecured debts of the Debtor from the
pending refinance reorganization of the Company.

Subject to the terms and conditions of the proposed reorganized
company, Michael Fuchs in consideration for the Debtor's receipt
of new $42 million refinancing has agreed to relinquish 95% of his
issued and outstanding membership interest and rights in the
Debtor to new investors.  Mr. Fuchs said he is relinquishing his
interest to assure that the Debtor has adequate capital to satisfy
all valid secured and unsecured creditors, and to assure adequate
capital for the ongoing operations, development, construction and
marketing activities of the Debtor.

The total loan to be provided will be $26 million to be secured by
all of the Debtor's assets to be used to satisfy the valid secured
and unsecured creditors.  Additionally, a new line of credit in
the amount of $16 million is to be set to be used for all of the
reorganized Debtor's ongoing operations, development,
construction, and marketing.

The new ownership team has furthermore agreed to deposit the
amount of $500,000 to be held by the Debtor's attorney in their
client trust account at First Hawaiian Bank within seven business
days from March 28, 2011.

A full-text copy of the Disclosure Statement is available for free
at http://ResearchArchives.com/t/s?75b4

A full-text copy of the Chapter 11 Plan Of Reorganization is
available for free at http://ResearchArchives.com/t/s?75b5

                  About Ke Kailani Development

Honolulu, Hawaii-based Ke Kailani Development, LLC, is a company
formed by ex-Home Box Office Chief Executive Michael Fuchs that
planned to develop a $100 million luxury home subdivision on the
Big Island.  The Company sought Chapter 11 protection (Bankr. D.
Hawaii Case No. 11-00019) on Jan. 5, 2011.  The Debtor listed
$43,573,092 in total assets, and $28,138,767 in total liabilities.

The bankruptcy filing listed an affiliate of Texas-based Hunt Cos.
as the largest creditor, with a $22 million claim.


KENTUCKY ENERGY: Incurs $4.16 Million Net Loss in 2010
------------------------------------------------------
Kentucky Energy, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K, reporting a net loss of
$4.16 million on $2.40 million of coal revenue for the year ended
Dec. 31, 2010, compared with a net loss of $4.17 million on $1.61
million of coal revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $5.36 million
in total assets, $9.73 million in total liabilities and a $4.37
million total deficiency in stockholders' equity.

RBSM, LLP, in New York, noted that the Company has suffered
recurring losses from operations and the company's primary
operating subsidiary has filed for reorganization under Chapter 11
of U.S. Bankruptcy Code, that raise substantial doubt about its
ability to continue as a going concern.

A full-text copy of the annual report on Form 10-K is available
for free at http://is.gd/GfCF9e

                      About Kentucky Energy

Paterson, N.J.-based Kentucky Energy, Inc. (formerly Quest
Minerals & Mining Corp.) acquires and operates energy and mineral
related properties in the southeastern part of the United States.
The Company focuses its efforts on operating properties that
produce quality compliance blend coal, generating revenues and
cash flow through the mining, processing, and selling of the coal
located on these properties.

The Company is a holding company for Quest Minerals & Mining,
Ltd., a Nevada corporation, which in turn is a holding company for
Quest Energy, Ltd., a Kentucky corporation, and of Gwenco, Inc., a
Kentucky corporation.  Quest Energy, Ltd., is the parent
corporation of E-Z Mining Co., Inc, a Kentucky corporation, and of
Quest Marine Terminal, Ltd., a Kentucky corporation.

Gwenco leases over 700 acres of coal mines, with approximately
12,999,000 tons of coal in place in six seams.  In 2004, Gwenco
had reopened Gwenco's two former drift mines at Pond Creek and
Lower Cedar Grove, and had begun production at the Pond Creek
seam.  This seam of high quality compliance coal is located at
Slater's Branch, South Williamson, Kentucky.

In 2009, the U.S. Bankruptcy Court for the Eastern District of
Kentucky confirmed Gwenco's Plan of Reorganization pursuant to
Chapter 11 of the U.S. Bankruptcy Code.  The Plan became effective
on Oct. 12, 2009.


KIEBLER RECREATION: Peek'N Peak Owners Withdraw Chapter 11 Plan
---------------------------------------------------------------
Dennis Phillips at the Post-Journal reports that the owners of
Peek'n Peak Resort & Spa have officially withdrawn their Chapter
11 plan.  According to the report, the withdrawal of the
reorganizational plan most likely means the company will be sold.
Proceeds from the sale would then go toward paying back creditors
and taxes.

The Post-Journal relates that the largest Peak creditor,
Huntington National Bank, had objected to the reorganization plan
that had been proposed by Paul Kiebler, owner of Kiebler
Recreation LLC.  Huntington is owed more than $17 million.

On March 15, U.S. Bankruptcy Judge Randolph Baxter in Northern
District of Ohio denied the resort's financial disclosure
statement, which outlines the resort's finances.  The financial
disclosure statement, which included the reorganization plan,
needed to be approved before the resort's Chapter 11
reorganization plan can be passed.

                     About Kiebler Recreation

Peek'n Peak Resort -- http://www.pknpk.com/-- is a recreational
and leisure facility.

Findley Lake, New York-based Kiebler Recreation, LLC, dba Peek'n
Peak Resort, filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Ohio Case No. 10-15099) on May 26, 2010.  Robert C. Folland,
Esq., at Thompson Hine LLP, represents the Debtor.  The Company
estimated assets and debts at $10 million to $50 million as of the
Petition Date.

An affiliate, Kiebler Slippery Rock, LLC, filed a separate Chapter
11 petition on September 25, 2009 (Bankr. N.D. Ohio Case No. 09-
19087).


KIEBLER RECREATION: Court to Hold Hearing on Dismissal on May 24
----------------------------------------------------------------
Dennis Phillips at the Post-Journal reports that Judge Randolph
Baxter in Northern District Ohio ordered a court date of 10 a.m.
on May 24, 2011, for Peek'n Peak Resort & Spa to show cause why
the case should not be dismissed.  The Peak is owned by Kiebler
Recreation LLC, of Chardon, Ohio, which is owned by Paul Kiebler.

On March 15, Baxter denied the resort's financial disclosure
statement, which outlines the resort's finances.  The financial
disclosure statement needs to be approved before the resort's
Chapter 11 reorganization plan can be passed.  The judge said he
denied the financial statement because it lacked adequate
information, notes Mr. Phillips.

According to the report, Kiebler's plan was to propose a private
equity firm, Drakkar Ventures LLC, take over ownership of the
resort for five years in exchange for $2.2 million.  During that
five years, the resort would use its operating revenue and
proceeds from the sale of condominiums and other real estate to
pay off much of its debt.  Any debt not paid off at the end of
five years would be paid off with a loan.  On March 25, 2011,
Kiebler withdrew the amended disclosure statement. The judge
states in a court document that the docket does not reflect
Kiebler has filed another disclosure statement and has not
requested more time.

Earlier this month, Peak officials withdrew its reorganization
plan, which most likely means the company will be sold.  Proceeds
from the sale would then go toward paying back creditors and
taxes.  The largest Peak creditor is Huntington National Bank,
which had objected to the financial disclosure statement plan that
had been proposed. Huntington is owed more than $17 million.

                     About Kiebler Recreation

Peek'n Peak Resort -- http://www.pknpk.com/-- is a recreational
and leisure facility.

Findley Lake, New York-based Kiebler Recreation, LLC, dba Peek'n
Peak Resort, filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Ohio Case No. 10-15099) on May 26, 2010.  Robert C. Folland,
Esq., at Thompson Hine LLP, represents the Debtor.  The Company
estimated assets and debts at $10 million to $50 million as of the
Petition Date.

An affiliate, Kiebler Slippery Rock, LLC, filed a separate Chapter
11 petition on September 25, 2009 (Bankr. N.D. Ohio Case No. 09-
19087).


LA DODGERS: MLB Takes Over Operations, Reviews Financials
---------------------------------------------------------
Matthew Futterman, writing for The Wall Street Journal, reports
that Major League Baseball Commissioner Bud Selig said Wednesday
that he is taking over operations of the Los Angeles Dodgers
because of concerns over team finances and the ability of owner
Frank McCourt to run the club.

The Journal notes Mr. McCourt purchased the club seven years ago
from News Corp. in a highly leveraged deal.  According to the
Journal, Mr. McCourt has been battling his wife, Jamie, for
control of the team for the last year and a half as the couple
undergoes a high-profile divorce that has revealed the couple used
club money to finance a lavish lifestyle.

"As the 50% owner of the Los Angeles Dodgers, I welcome and
support the commissioner's actions to provide the necessary
transparency, guidance and direction for the franchise," Ms.
McCourt said, according to the report.

The Journal says Mr. McCourt, facing substantial debt payments,
recently reached a new 20-year, media-rights deal with News
Corp.'s Fox Sports unit that would have provided about $2.5
billion.  But Mr. Selig withheld his approval for the deal, and in
the meantime Mr. McCourt had to take out a $30 million personal
loan from the Fox unit to cover the team's ongoing operations.

The Journal relates that, according to a person with knowledge of
Mr. Selig's thinking, his takeover decision resulted directly from
the accumulating embarrassments and worries about Mr. McCourt's
ability to fund the club's payroll.  Mr. Selig has already begun
investigating the franchise's operations, including having
forensic accountants examine its books.


LEXICON UNITED: Suspending Duty to File Reports With SEC
--------------------------------------------------------
Lexicon United Incorporated filed with the U.S. Securities and
Exchange Commission a Form 15 notifying of its suspension of its
duty under Section 15(d) to file reports required by Section 13(a)
of the Securities Exchange Act of 1934 with respect to its common
stock par value $0.01.  Pursuant to Rule 12h-3, the Company is
suspending reporting because there are currently less than 300
holders of record of the common shares.  The holders of the common
shares as of April 12, 2011, total 100.

                       About Lexicon United

Austin, Tex.-based Lexicon United Incorporated and its subsidiary,
ATN Capital e Participacoes Ltd., a Brazilian limited company, are
engaged in the business of purchasing, managing and collecting
defaulted consumer receivables for its own account and managing,
collecting and servicing portfolios of defaulted and charged-off
account receivables for large financial institutions in Brazil.
These receivables are acquired from consumer credit originators,
primarily credit card issuers in Brazil.

As reported in the Troubled Company Reporter on May 25, 2010,
Meyler & Company, LLC, in Middletown, N.J., expressed substantial
doubt about the Company's ability to continue as a going concern
following the Company's 2009 results.  The independent auditors
noted that the Company continues to have negative cash flows from
operations, recurring losses from operations, and has a
stockholders' deficit.

The Company's balance sheet at Sept. 30, 2010, showed $3.02
million in total assets, $3.11 million in total liabilities,
and a stockholders' deficit of $86,505.


LIMITED BRANDS: Fitch Affirms IDR at 'BB+'; Outlook Stable
----------------------------------------------------------
Fitch Ratings has affirmed its ratings on Limited Brands, Inc.
(Limited Brands), including the long-term Issuer Default Rating
(IDR) at 'BB+'.  The Rating Outlook is Stable.

The affirmations reflect Limited Brands' dominant market
positions in intimate apparel and personal care and beauty
products, improving top line and operating performance since
fiscal 2009 and strong liquidity and cash flow generation.  This
is balanced by the company's shareholder-friendly activities,
including the resumption of debt-financed share repurchases which
will likely keep leverage in the mid-3 times (x) range.

Limited Brands reported positive revenue growth of 11.4% in fiscal
2010 ending Jan. 29, 2011, after three years of sales declines
mainly due to strong comparable store sales of 9% (versus -4% in
fiscal 2009).  The company was able to leverage buying and
occupancy costs as well as selling, general, and administrative
(SG&A) expenses.  In addition, Limited Brands continued to manage
its inventory tightly with inventory per selling square foot
decreasing 2% while sales grew 11% in fiscal 2010.  Therefore, the
company achieved a record EBIT margin of 13.4% in fiscal 2010 (340
basis points [bps] expansion from fiscal 2009) resulting in an
improvement in credit metrics with leverage (adjusted
debt/EBITDAR) decreasing to 3.1x in fiscal 2010 from 4.0x in
fiscal 2009 and EBITDAR coverage of interest and rent expense
increasing to 3.0x from 2.3x over the same period.

Limited Brands' liquidity position remains strong with
$1.1 billion of cash and cash equivalents as of Jan. 29, 2011,
and $755 million of availability under its $800 million credit
facility, which provides the company with financial flexibility.
The company generated free cash flow of around $800 million
including regular dividends of approximately $200 million and
capital expenditures of $274 million at the end of fiscal 2010.
However, the company applied excess cash flow towards returning
capital to shareholders with approximately $1.3 billion of special
dividends paid and around $200 million of share repurchases
executed in fiscal 2010.  Fitch expects Limited Brands to generate
free cash flow of around $400 million in fiscal 2011 including
regular dividends of approximately $250 million and capital
expenditures of around $425 million.  Upcoming debt maturities
include $57 million of senior notes due in 2012 and $213 million
of senior notes due in 2014, which Fitch expects will be
refinanced.

Fitch expects Limited Brands to deploy excess cash and potentially
execute more debt-financed share repurchases and special dividends
in the context of maintaining mid-3.0x leverage metrics.  The
company issued $1 billion of notes to be used toward share
repurchases and general corporate purposes in March 2011.  Pro
forma for this offering, leverage increased to 3.5x in fiscal 2010
and Fitch expects leverage to remain relatively stable in fiscal
2011 ending Jan. 28, 2012.  This reflects mid single-digit revenue
growth and a modest operating margin expansion, as expected
benefits from the leveraging of buying and occupancy costs could
be offset by pressures on commodity and labor costs.

The ratings continue to reflect Limited Brands' leading positions
in the intimate apparel as well as beauty and personal care
segments with brands such as Victoria's Secret, Pink, La Senza,
Bath & Body Works, C.O. Bigelow, White Barn Candle Co. and Henri
Bendel.  The company operates 2,645 specialty stores in the United
States and its brands are sold in more than 800 company-operated
and franchised additional locations worldwide.

Fitch has affirmed these ratings on Limited Brands with a Stable
Outlook:

   -- Long-term IDR at 'BB+';

   -- Bank credit facility at 'BBB-';

   -- Senior guaranteed unsecured notes at 'BB+';

   -- Senior unsecured notes at 'BB';

   -- Short-term IDR at 'B';

   -- Commercial paper at 'B'.


LOCATEPLUS HOLDINGS: Incurs $1.61 Million Net Loss in 2010
----------------------------------------------------------
LocatePLUS Holdings Corporation filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K reporting a net
loss of $1.61 million on $7.89 million of revenue for the twelve
months ended Dec. 31, 2010, compared with a net loss of $2.84
million on $7.26 million of revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $2.21 million
in total assets, $12.07 million in total liabilities and a
$9.94 million total stockholders' deficit.

Livingston & Haynes, P.C., in Wellesley, Massachusetts, noted that
the Company has an accumulated deficit at Dec. 31, 2010 and has
suffered substantial net losses in each of the last two years,
which raise substantial doubt about the company's ability to
continue as a going concern.

A full-text copy of the annual report on Form 10-K is available
for free at http://is.gd/IHWk56

                     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.


LOWER BUCKS: Allowed to Access Cash Collateral Thru June 3
----------------------------------------------------------
The Hon. Eric L. Frank of the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania allows Lower Bucks Hospital and
its debtor affiliates to continue using Bank of New
York Mellon Trust Company, N.A.'s cash collateral through June 3,
2011, in accordance with a prepared budget.

The budget sets forth projected cash receipts and cash
disbursements on a weekly basis for the time period from and
including April 1, 2011 through June 3, 2011.
-- a copy of this budget was not included in the forwarded docs.

The Court is set to convene a final hearing on the cash collateral
request on June 1, 2011.  Objections are due no later than May 25.

                   About Lower Bucks Hospital

Bristol, Pennsylvania-based Lower Bucks Hospital is a non-profit
hospital based in Bristol, Pennsylvania.  The Hospital is
currently licensed to operate 183 beds.  Together with affiliates
Advanced Primary Care Physicians and Lower Bucks Health
Enterprises, Inc., Lower Bucks owns a 36-acre campus with several
medical facilities.  The Hospital's emergency room serves
approximately 30,000 patients annually.  For the fiscal year
ending June 30, 2009, Lower Bucks had $114 million in consolidated
revenues.

The Hospital filed for Chapter 11 bankruptcy protection (Bankr.
E.D. Pa. Case No. 10-10239) on Jan. 13, 2010.  The Hospital's
affiliates -- Lower Bucks Health Enterprises, Inc, and Advanced
Primary Care Physicians also filed Chapter 11 petitions.  Jeffrey
C. Hampton, Esq., and Adam H. Isenberg, at Saul Ewing LLP, assist
the Hospital in its restructuring effort.  Donlin, Recano &
Company, Inc., is the Hospital's claims and notice agent.  The
Hospital estimated $50 million to $100 million in assets and
$50 million to $100 million in liabilities as of the Chapter 11
filing.


LOWER BUCKS: Hires Great American Group as Appraisors
-----------------------------------------------------
Lower Bucks Hospital and its debtor affiliates has retained Great
American Group Advisory and Valuation Services, LLC, to provide
them appraisal and valuation services during the pendency of their
bankruptcy cases.

Frederick P. Raccosta of the American Group assures the bankruptcy
court that his firm does not hold interests adverse to the
Debtors' estates and is a "disinterested person" as the term is
defined under the Bankruptcy Code.

                   About Lower Bucks Hospital

Bristol, Pennsylvania-based Lower Bucks Hospital is a non-profit
hospital based in Bristol, Pennsylvania.  The Hospital is
currently licensed to operate 183 beds.  Together with affiliates
Advanced Primary Care Physicians and Lower Bucks Health
Enterprises, Inc., Lower Bucks owns a 36-acre campus with several
medical facilities.  The Hospital's emergency room serves
approximately 30,000 patients annually.  For the fiscal year
ending June 30, 2009, Lower Bucks had $114 million in consolidated
revenues.

The Hospital filed for Chapter 11 bankruptcy protection (Bankr.
E.D. Pa. Case No. 10-10239) on Jan. 13, 2010.  The Hospital's
affiliates -- Lower Bucks Health Enterprises, Inc, and Advanced
Primary Care Physicians also filed Chapter 11 petitions.  Jeffrey
C. Hampton, Esq., and Adam H. Isenberg, at Saul Ewing LLP, assist
the Hospital in its restructuring effort.  Donlin, Recano &
Company, Inc., is the Hospital's claims and notice agent.  The
Hospital estimated $50 million to $100 million in assets and
$50 million to $100 million in liabilities as of the Chapter 11
filing.


LOWER BUCKS: Taps Zelenkofske Axelrod as Tax Advisors
-----------------------------------------------------
Lower Bucks Hospital and its debtor affiliates sought and obtained
permission from the U.S. Bankruptcy Court for the Eastern District
of Pennsylvania to employ Zelenkofske Axelrod LLC for the
provision of tax preparation services.

The firm will be compensated for its services and reimbursed for
any related expenses in accordance with Section 328(a) of the
Bankruptcy Code and applicable orders of the Court.

                   About Lower Bucks Hospital

Bristol, Pennsylvania-based Lower Bucks Hospital is a non-profit
hospital based in Bristol, Pennsylvania.  The Hospital is
currently licensed to operate 183 beds.  Together with affiliates
Advanced Primary Care Physicians and Lower Bucks Health
Enterprises, Inc., Lower Bucks owns a 36-acre campus with several
medical facilities.  The Hospital's emergency room serves
approximately 30,000 patients annually.  For the fiscal year
ending June 30, 2009, Lower Bucks had $114 million in consolidated
revenues.

The Hospital filed for Chapter 11 bankruptcy protection (Bankr.
E.D. Pa. Case No. 10-10239) on Jan. 13, 2010.  The Hospital's
affiliates -- Lower Bucks Health Enterprises, Inc, and Advanced
Primary Care Physicians also filed Chapter 11 petitions.  Jeffrey
C. Hampton, Esq., and Adam H. Isenberg, at Saul Ewing LLP, assist
the Hospital in its restructuring effort.  Donlin, Recano &
Company, Inc., is the Hospital's claims and notice agent.  The
Hospital estimated $50 million to $100 million in assets and
$50 million to $100 million in liabilities as of the Chapter 11
filing.


LOWER BUCKS: Agrees To Continue Equipment Lease With GECC
---------------------------------------------------------
Lower Bucks Hospital, together with its debtor affiliates, entered
into a stipulation with General Electric Capital Corporation to
resolve disputes related to the parties' equipment lease.

Under the Lease, GECC leases to the Debtors a Siemens Somaton
Sensation 16 CT Scanning System and Magic View 1000 Workstation.
The initial Lease term expired in October 2009, and has continued
for a monthly rental rate of $19,630.  In December 2010, GECC
sought to compel the Debtors to return the equipment.

The parties now agree that so long as the Lease is in effect, the
Debtors will make monthly payments to GECC for $19,630 for the
continued lease of the equipment.  In case of a failure to make
the monthly payments, the Debtors will have 10 days from the
receipt of a default notice from GECC to cure that default.

The Debtors will have the right to purchase the equipment, the
purchase price of which will not exceed $175,000.

                   About Lower Bucks Hospital

Bristol, Pennsylvania-based Lower Bucks Hospital is a non-profit
hospital based in Bristol, Pennsylvania.  The Hospital is
currently licensed to operate 183 beds.  Together with affiliates
Advanced Primary Care Physicians and Lower Bucks Health
Enterprises, Inc., Lower Bucks owns a 36-acre campus with several
medical facilities.  The Hospital's emergency room serves
approximately 30,000 patients annually.  For the fiscal year
ending June 30, 2009, Lower Bucks had $114 million in consolidated
revenues.

The Hospital filed for Chapter 11 bankruptcy protection (Bankr.
E.D. Pa. Case No. 10-10239) on Jan. 13, 2010.  The Hospital's
affiliates -- Lower Bucks Health Enterprises, Inc, and Advanced
Primary Care Physicians also filed Chapter 11 petitions.  Jeffrey
C. Hampton, Esq., and Adam H. Isenberg, at Saul Ewing LLP, assist
the Hospital in its restructuring effort.  Donlin, Recano &
Company, Inc., is the Hospital's claims and notice agent.  The
Hospital estimated $50 million to $100 million in assets and
$50 million to $100 million in liabilities as of the Chapter 11
filing.


MAJESTIC CAPITAL: Receives Delisting Notice from Nasdaq
-------------------------------------------------------
Majestic Capital, Ltd., announced on April 20, 2011, that it
received a letter on April 15, 2011 from the Nasdaq Stock Market
(Nasdaq) stating that it failed to timely file its Annual Report
on Form 10-K for the year ended Dec. 31, 2010, and as a result, no
longer complies with the rules required for continued listing on
the Nasdaq Capital Market under Nasdaq Listing Rule 5250(c)(1).

Majestic Capital was provided with an initial period of 60
calendar days, or until June 14, 2011, during which to submit a
plan to regain compliance, and if Nasdaq accepts Majestic
Capital's plan, they may grant an extension of 180 calendar days,
or until Oct.12, 2011, during which Majestic Capital can regain
compliance.  If Majestic Capital does not regain compliance, the
Nasdaq staff will provide written notice that Majestic Capital's
common stock is subject to delisting.

Majestic Capital intends to file its Annual Report on Form 10-K
for the year ended Dec. 31, 2010 with the Securities and Exchange
Commission prior to the end of April, 2011.

                   About Majestic Capital, Ltd.

Majestic Capital, Ltd., formerly known as CRM Holdings,
Ltd.(Nasdaq: MAJC) -- http://www.MajesticCapital.com/-- through
its subsidiaries, is a specialty provider of workers' compensation
insurance products.  The Company's workers' compensation insurance
coverage is offered to employers in California, New York, New
Jersey, Arizona, Nevada, and other states.

On May 5, 2010, CRM Holdings, Ltd. held its 2010 Annual General
Meeting of Shareholders, at which the shareholders voted on and
approved changing the name of CRM Holdings, Ltd. to Majestic
Capital, Ltd.  In addition, the name of CRM USA Holdings Inc. was
changed to Majestic USA Capital, Inc.


MARIKA TOLZ: South Fla. Trustee to Plead Guilty to $16MM Fraud
--------------------------------------------------------------
Ian Thoms at Bankruptcy Law360 reports that longtime South Florida
bankruptcy trustee Marika Tolz will plead guilty to federal
charges that she misappropriated more than $16 million from cases
she was overseeing and lost - or possibly pocketed - at least $2.4
million, her attorneys said Tuesday.  Ms. Tolz will cop to one
count of conspiracy to commit wire fraud on May 5, admitting she
wrote unauthorized checks from bankruptcy accounts to enrich
herself and cover money misappropriated.


MARSH HAWK: Prudential/Committee Plan Set for May 3 Confirmation
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia
approved the adequacy of disclosure statement explaining the
Chapter 11 plan of reorganization, as amended, for Marsh Hawk Golf
Club LLC and Ford's Colony Country Club Inc., which plan was
proposed by Prudential Industrial Properties LLC and the Official
Committee of Unsecured Creditors.

A hearing on confirmation of the Committee/Prudential Plan is set
for May 3, 2011, at 9:30 am.  Objections, if any, are due
April 28, 2011.

Creditors have until April 28, 2011, to cast their vote whether to
accept or reject the Plan.

The Plan contemplates:

   a) a transfer of the Liquor License to Prudential or its
      designee, in satisfaction of Prudential's perfected security
      interest in the Liquor License; and

   b) a sale to Prudential or its designee of all Assets and
      property of Ford's Colony, other than the Liquor License
      which is being separately transferred to Prudential", Estate
      Litigation Claims', the stock in affiliate entities, and
      cash, free and clear of all liens, claims, and encumbrances
      for $100,000 plus the allowed amount of the secured claims
      of other secured creditors who have been identified to be:
      Deere & Company, FPC Financial, GE Capital, GMAC, James City
      County Treasurer, NC Golf Finance, and Vend Lease Company,
      Inc.

Unless otherwise designated by the Proponents, the assets being
sold include, without limitation, the name Ford's Colony Country
Club, all agreements, and all property, easements and right of
ways, and other Assets that have been used or located at the
premises of or in connection with the operation of the golf
courses, restaurants, and other businesses and amenities that
constitute or are part of the Ford's Colony Country Club, except
that no property of Marsh Hawk is included in the Assets being
transferred by Ford's Colony in the FCCC Asset Sale to Prudential.

Prudential is not assuming any liabilities associated with the
transfer of any assets to Prudential.  For purposes of clarity,
the assets being sold or transferred to Prudential do not include

   i) the stock or membership interests in any subsidiaries of
      FCCC, or other entities, such as First Choice Realty;

  ii) cash on hand; and

iii) Litigation Claims, all of which will be used to make an
      initial and subsequent payments to creditors.

In exchange for the FCCC Asset Sale, Prudential will take its Pro
Rata share of the Supplemental Prudential Contribution in the
Marsh Hawk bankruptcy case on account of the Prudential's Allowed
unsecured deficiency claim of $7,170,927 under the Valuation Order
and reallocate any such distribution to non-Insider holders of
Allowed Class 3 General Unsecured Claims in the Ford's Colony
Bankruptcy Case.

The "Supplemental Prudential Contribution" is an amount to be paid
by Prudential to the Plan Trustee for distribution equal to

   i) 50% of all new membership initiation fees received by
      Prudential so long as Prudential owns the Prudential Assets;
      plus

  ii) 4% of the Net Sale Proceeds actually paid to Prudential from
      a third party purchaser of the Prudential Assets if such
      Prudential Assets are sold within the first 12 months of
      Prudential's ownership of the Prudential Assets or 3% if
      sold thereafter; plus

iii) for the lesser of

      A) the 24 month period following Prudential's ownership of
         the Prudential Assets or

      B) the period from Prudential's ownership of the Prudential
         Assets through the date of a sale of the Prudential
         Assets, 30% of the net cash flow, if any, from the
         operation of the Prudential Assets which shall be
         calculated from gross cash flow from the operations of
         the Prudential Assets  reduced by

         b.1) an annual return measured from the transfer
              of Prudential Assets to Prudential of 10% based on
              Prudential's equity investment of $10.5 million,

         b.2) all actual ordinary operating expenses of the
              Prudential Assets,

         b.3) a capital expense reserve of the greater of actual
              capital expenditures or 3% of gross revenues
              measured on an annual basis from the transfer of
              Prudential Assets to Prudential, and

         b).4 a contingency reserve of 3% of gross revenues
              measured on an annual basis from the transfer of
              Prudential Assets to Prudential.

At the time of a sale of the Prudential Assets, the reserves will
be turned over to Prudential who shall then contribute 30% of the
contingency reserve as part of the Supplemental Prudential
Contribution if the 10% annual return to Prudential has been
achieved.

The Proponents will appoint a Plan Trustee to, among other things,
make distributions to creditors.  The Plan Trustee will be
compensated hourly at his or her standard hourly rate.  The Plan
Trustee may be the same for the Ford's Colony Estate and the Marsh
Hawk Estate.  A post-Confirmation committee, which will initially
be composed of the members of the Committee, will be appointed and
will oversee and supervise the implementation of the Ford's Colony
Plan and the Plan Trustee.

Under the Plan, among others, holders of general unsecured claims
will receive a pro rata distribution of any recovery from estate
litigation claims and the net proceeds after payment of secured
claims and allowed administrative expense claims.

Alston & Bird LLP represents Prudential Industrial.

A full-text copy of the Disclosure Statement, as amended, is
available for free at http://ResearchArchives.com/t/s?75b6

A full-text copy of the Chapter 11 Plan, as amended, is available
for free at http://ResearchArchives.com/t/s?75b8

                 About Marsh Hawk Golf Club, LLC

Williamsburg, Virginia-based Marsh Hawk Golf Club, LLC, and Ford's
Colony Country Club, own and operate a country club in
Williamsburg, Virginia.  The Club features a 54-hole private golf
course, restaurants, meeting rooms, banquet halls and numerous
recreational facilities.

The Companies filed for Chapter 11 bankruptcy protection (Bankr.
E.D. Va. Lead Case No. 10-50632) on April 1, 2010.  Marsh Hawk
estimated its assets and debts at $10 million to $50 million as of
the Petition Date.


MICROBILT CORP: Taps Lowenstein Sandler as Counsel
--------------------------------------------------
Microbilt Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of New Jersey for permission to
retain Lowenstein Sandler PC as their counsel.

The firm will:

   a) provide the Debtors with advice and preparing all necessary
      documents regarding debt restructuring, bankruptcy, and
      asset dispositions;

   b) take all necessary actions to protect and preserve the
      Debtors' estate during the pendency of these chapter 11
      cases, including the prosecution of actions by the Debtors,
      the defense of actions commenced against the Debtors,
      negotiations concerning litigation in which the Debtors are
      involved, and objecting to claims filed against the estates;

   c) prepare on behalf of the Debtors, as a debtors in
      possession, all necessary motions, applications, answers,
      orders, reports, and papers in connection with the
      administration of these chapter 11 cases;

   d) counsel the Debtors with regard to their rights and
      obligations as debtors in possession;

   e) appear in this or any other court to protect the interests
      of the Debtors; and

   f) perform all other legal services for the Debtors which may
      be necessary and proper in these proceedings.

The firm will charge the Debtors based on the hourly rates of its
professionals:

   Designations           Hourly Rates
   ------------           ------------
   Members of the Firm    $410-$765
   Senior Counsel         $360-$550
   Counsel                $320-$520
   Associates             $220-$380
   Legal Assistants       $120-$215

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

                    About MicroBilt Corporation

MicroBilt Corporation in Princeton, New Jersey, and CL Verify LLC
in Tampa, Florida, offer small business owner solutions for fraud
prevention, consumer financing, debt collection, skip tracing and
background screening.  MicroBilt provides access to over 3 billion
debit account records, nearly 30 billion pieces of demographic and
public record data and over 100 million unique consumer records to
prevent identity fraud, evaluate credit risk and retain customer
relationships.

MicroBilt and CL Verify filed for Chapter 11 five days apart:
MicroBilt (Bankr. D. N.J. Case No. 11-18143) on March 18, 2011,
and CL Verify (Bankr. D. N.J. Case No. 11-18715) on March 23,
2011.  MicroBilt estimated $10 million to $50 million in both
assets and debts.  CL Verify estimated $100 million to
$500 million in assets, but under $1 million in debts.  Court
papers say the Debtors have roughly $8.4 million in unsecured debt
and no secured debt.  The Debtors believe they have an enterprise
value of $150 million to $180 million.


MMFX CANADIAN: Has Until July 11 to File Chapter 11 Plan
--------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
extended the exclusive periods of MMFX Canadian Holdings Inc. and
its debtor-affiliates to file a Chapter 11 plan until July 11,
2011, and solicit acceptances of that plan until Sept. 9, 2011.

The Debtors told the Court that they cannot afford the distraction
of a competing plan and should not be required to contend with
such a distraction at this early stage of the process on its first
request for an extension.  The Debtors believed that an extension
of their exclusive period for filing and soliciting acceptances
to a plan is in the best interests of their estates and their
creditors.

                            About MMFX

Irvine, California-based MMFX International Holdings, Inc., and
MMFX Canadian Holdings, Inc., filed for Chapter 11 on January 5,
2010 (Bankr. C.D. Calif. Case Nos. 10-10085 and 10-10083).
Margaret M. Mann, Esq., at Sheppard Mullin Richter & Hampton LLP
assists the Debtors in their restructuring efforts.  No committee
of unsecured creditors has been appointed.  MMFX estimating assets
and debts both ranging from $50,000,001 to $100,000,000 as of the
Chapter 11 filing.


MMFX CANADIAN: Court Approves Bidna & Keys as Special Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized MMFX Canadian Holdings Inc. and its debtor-affiliates
to employ Bidna & Keys APLC as their special counsel.

The firm will advise, assist and represent the Debtors in any
matters, disputes, negotiations or Court proceedings.

The firm will charge the Debtors based on the hourly rates of its
professionals:

   Professionals             Designations       Hourly Rates
   -------------             ------------       ------------
   Howard M. Bidna, Esq.     Partner            $365
   Richard D. Keys, Esq.     Partner            $365
   Rebecca Callahan, Esq.    Contract Attorney  $350

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

                            About MMFX

Irvine, California-based MMFX International Holdings, Inc., and
MMFX Canadian Holdings, Inc., filed for Chapter 11 on January 5,
2010 (Bankr. C.D. Calif. Case Nos. 10-10085 and 10-10083).
Margaret M. Mann, Esq., at Sheppard Mullin Richter & Hampton LLP
assists the Debtors in their restructuring efforts.  No committee
of unsecured creditors has been appointed.  MMFX estimating assets
and debts both ranging from $50,000,001 to $100,000,000 as of the
Chapter 11 filing.


MOHEGAN TRIBAL: Files Statistical Report for Mohegan Sun
--------------------------------------------------------
The Mohegan Tribal Gaming Authority posted on its Web site its
Slot Machine Statistical Report for Mohegan Sun containing
statistics relating to slot handle, gross slot win, gross slot
hold percentage, slot win contribution, free promotional slot play
contribution and weighted average number of slot machines.  The
Slot Machine Statistical Report includes these statistics on a
monthly basis for the six months ended March 31, 2011 and the
fiscal year ended Sept. 30, 2010.  A copy of the Slot Machine
Statistical Report is available for free at http://is.gd/aaHsqV

                       About Mohegan Tribal

Headquartered in Uncasville, Conn., Mohegan Tribal Gaming
Authority conducts and regulates gaming activities on Tribal
lands, which are federally recognized Indian tribe reservations in
southeastern Connecticut.

The Authority has noted that its Bank Credit Facility matures on
March 9, 2012 and its 2002 Senior Subordinated Notes mature on
April 1, 2012.  In addition, a substantial portion of the
Authority's remaining indebtedness matures over the following
three fiscal years.  The Authority believes that it will need to
refinance all or part of its indebtedness at or prior to each
maturity thereof in order to maintain sufficient resources for its
operations.  The Authority has engaged Blackstone Advisory
Partners, L.P. to assist in its strategic planning relating to its
debt maturities.

The Company's balance sheet at Dec. 31, 2010 showed $2.21 billion
in total assets, $2.07 billion in total liabilities and
$141.32 million in total capital.

                           *     *     *

At the end of November 2010, Moody's Investors Service downgraded
Mohegan Tribal Gaming Authority's Corporate Family and Probability
of Default ratings to Caa2 from B3.  All of MTGA's rated long-term
debt was also lowered.  The rating outlook is negative.

The ratings downgrade reflects Moody's view that MTGA could
find it difficult to refinance significant upcoming debt
maturities without some impairment to bondholders given its high
leverage -- debt/EBITDA is over 7 times -- limited near-term
growth prospects for Mohegan Sun Casino, the likely continuation
of weak consumer gaming demand trends in the Northeastern U.S.,
and the strong possibility of gaming in Massachusetts.  The
company's $675 million revolver ($527 million outstanding at
Sept. 30, 2010) expires in March 2012 and its $250 million 8%
senior subordinated notes mature in April 2012.  Combined, these
debt items account for about 50% of MTGA's total debt outstanding.

MTGA has announced that it hired Blackstone Group to help deal
with its capital structure issues, although no details have been
made available regarding MTGA's options.  Given the company's
recently announced weak fiscal fourth quarter results along with
the significant near- and long-term challenges previously
mentioned, Moody's believes a restructuring that involves some
impairment to bondholders will be considered.

The negative ratings outlook reflects the relatively short time
frame in which MTGA has to address what Moody's believes to be a
significant capital structure issue.  If MTGA is not able to
refinance by March 2011 its $675 million revolver will be become
current.  The same holds true for the company's $250 million 8%
senior subordinated notes to the extent these notes are not
refinanced by April 1, 2011.


MP-TECH AMERICA: Has Court's Interim OK to Obtain DIP Financing
---------------------------------------------------------------
MP-Tech America, LLC, sought and obtained interim authorization
from the Hon. Dwight H. Williams of the U.S. Bankruptcy Court for
the Middle District of Alabama to obtain postpetition secured
financing from Joon, LLC, dba Ajin USA.

Michael A. Fritz, Sr., Esq., at Fritz Hughes & Hill, LLC,
explained that the Debtor needs the money to fund its Chapter 11
case, pay suppliers and other parties.

The DIP lenders have committed to provide postpetition secured
line of credit financing in the initial amount of $600,000 and
maximum amount of $1.80 million.  The Debtor would be permitted to
draw up to $300,000 during the first 30 days following the
Petition Date and up to $300,000 during the second 30 days
following the Petition Date.  A copy of the credit agreement is
available for free at:

      http://bankrupt.com/misc/MP-TECH_dipfinancingpact.pdf

The Postpetition Loan will bear interest at a rate of 7.0% per
annum, with a default rate of 12% per annum.

The Postpetition Loan will mature on the earlier of the 60th day
following the Petition Date, the date a plan of reorganization is
substantially consummated, or the sale of all or substantially all
of Debtor's assets out of bankruptcy, unless extended.  Monthly
payments of interest will be due at the end of each month.

The Postpetition Loan will be secured by liens, subordinate only
to the existing liens of Korea Development Bank, a security
interest in particular tools and equipment held by ITW Daelim USA,
and the disputed mechanics' lien of International Industrial
Contracting Corporation on the Debtor's leasehold interest, on all
property of the estate.

As none of KDB, ITW Daelim, or International Industrial
Contracting Corporation has a security interest or lien on
Debtor's receivables and inventory, the Postpetition Loan will
also be secured, by first priority liens on Debtor's receivables
and inventory.

The Court has set a final hearing for May 2, 2011, at 10:15 a.m.,
on the Debtor's request to obtain DIP financing.

Cusseta, Alabama-based MP-Tech America, LLC, is the maker of parts
for Kia Motors Corp. and Hyundai Motor Co. at their plants in
Georgia and Alabama.  It filed a Chapter 11 petition (Bankr. M.D.
Ala. Case No. 11-30895) on April 8, 2011.  Joseph J. Burton, Jr.,
Esq., at Burton & Armstrong, LLP, in Atlanta, Georgia, represents
the Debtor.  The Debtor estimated assets and debts of $10 million
to $50 million as of the Chapter 11 filing.  The Debtor has a
$15 million secured debt to Korea Development Bank.


MP-TECH AMERICA: Wants to Tap Burton & Armstrong as Counsel
-----------------------------------------------------------
MP-Tech America, LLC, asks the U.S. Bankruptcy Court for the
Middle District of Alabama for permission to employ Burton &
Armstrong LLP to represent the Debtor in its bankruptcy case.

As the Debtor's counsel, B&A will prepare schedules, statements of
affairs and other pleadings, counsel the Debtor with respect to
its power as debtor-in-possession, represent the Debtor in
administrative matters and adversary proceedings, and perform all
legal services for the Debtor.

B&A will be paid at its normal hourly rates, which is $395 for
services of Joseph J. Burton, Jr., Esq., $350 for Rosemary S.
Armstrong, Esq., and $100 for paralegals.

B&A received a $50,000 retainer and $1,039 filing fee from MP-
Tech.  B&A paid local counsel, Fritz & Hughes LLC, a $3,000
retainer from the fees.  The Debtor also discloses that B&A has
been paid $8,250 for prepetition services from the retainer.

Mr. Burton, a partner at B&A, assures the Court that his firm
represents no adverse interest to the Debtor or the bankruptcy
estate in the matters upon which the firm is to be engaged.

                       About MP-Tech America

Cusseta, Alabama-based MP-Tech America, LLC, is the maker of parts
for Kia Motors Corp. and Hyundai Motor Co. at their plants in
Georgia and Alabama.  It filed a Chapter 11 petition (Bankr. M.D.
Ala. Case No. 11-30895) on April 8, 2011.  The Debtor estimated
assets and debts of $10 million to $50 million as of the Chapter
11 filing.  The Debtor has a $15 million secured debt to Korea
Development Bank.

The Debtor has tapped Fritz Hughes & Hill LLC in Montgomery,
Alabama, as co-counsel.


MP-TECH AMERICA: Seeks to Tap Fritz Hughes as Co-Counsel
--------------------------------------------------------
MP-Tech America, LLC, seeks authority from the U.S. Bankruptcy
Court for the Middle District of Alabama to employ Fritz Hughes &
Hill LLC in Montgomery, Alabama, to be co-counsel with lead
counsel, Burton & Armstrong LLP, in Atlanta, Georgia.

Specifically, MP-Tech seeks to employ Michael A. Fritz, Sr., Esq.,
David B. Hughes, Esq., and C. Richard Hill, Jr., Esq.

Among other things, Fritz Hughes will give the Debtor legal advice
with respect to its power as debtor-in-possession in the continued
operation of its business and management of property owned,
prepare necessary applications, schedules, answers, reports and
other legal papers, and represent the Debtor in all bankruptcy
hearings.

Fritz Hughes will be paid at his hourly rate of $240 plus
expenses.  The Debtor paid the firm a $3,000 retainer on April 8,
2011, held in the firm's trust account until an application for
professional fees has been filed and approved by the Court.

                       About MP-Tech America

Cusseta, Alabama-based MP-Tech America, LLC, is the maker of parts
for Kia Motors Corp. and Hyundai Motor Co. at their plants in
Georgia and Alabama.  It filed a Chapter 11 petition (Bankr. M.D.
Ala. Case No. 11-30895) on April 8, 2011.  The Debtor estimated
assets and debts of $10 million to $50 million as of the Chapter
11 filing.  The Debtor has a $15 million secured debt to Korea
Development Bank.


MULTIPLE EMPLOYER: Passons et al. Suit Transferred to Bankr. Ct.
----------------------------------------------------------------
District Judge Todd Campbell transferred the suit, Gary A.
Passons, M.D., et al., v. Aviva Life and Annuity Company, f/k/a
Indianapolis Life Insurance Company, et al., Case No. 3:10-00575
(M.D. Tenn.), to the United States District Court for the Western
District of Oklahoma for the purpose of referring the action to
the United States Bankruptcy Court for the Western District of
Oklahoma, where the bankruptcy case of Multiple Employer Welfare
Benefit Plan is pending.  The Defendant made the request.

The suit is a multi-party, multi-claim action originally filed on
Jan. 4, 2010, in the Chancery Court for Davidson County,
Tennessee.  There
are 25 Plaintiffs consisting of doctors and dentists and their
respective practices, mostly from Tennessee. One of the Defendants
is Millennium which provides employees of contributing employers
with medical, disability, long term care, severance and death
benefits.

The Millennium Plan was purportedly established as a "10 or more"
employer plan within the meaning of the Internal Revenue Code.
Participation in the Plan is funded through the purchase of life
insurance policies by employers on the lives of participants for
whom the contributions are made. The purchased life insurance
policies are titled in the name of Republic, the Plan trustee.
Those policies are the primary assets of Millennium, and it
contends that it has full rights to ownership of the policies for
the benefit of all Plan participants.

The core of Plaintiffs' lawsuit is that the Millennium Plan is
really a ruse into which Plaintiffs were fraudulently induced to
invest.  Plaintiffs claim they were falsely told that they could
make tax-deductible contributions to the Plan and could later
withdraw those sums. However, the Plan purportedly did not comply
with federal tax regulations and, instead of acting as a true
employee welfare benefit plan, the Plan actually used all of
Plaintiffs' contributions to buy life insurance policies.
Plaintiffs allege they have not been provided the benefits
promised under the Plan for the contributions they made to the
Plan. In addition, many of the Plaintiffs allegedly have been
audited by the Internal Revenue Service and assessed substantial
interest and penalties for the contributions they made to
the Plan.

A copy of Judge Campbell's April 15, 2011 Memorandum is available
at http://is.gd/kdclpHfrom Leagle.com.

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.  Robert D. Goldstein,
CPA, serves as auditor.  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.


MULTIUT CORP: Court Rejects Plan, Mulls Case Conversion
-------------------------------------------------------
Bankruptcy Judge John H. Squires denied confirmation of the first
amended Chapter 11 plan of reorganization filed by Multiut
Corporation over the objections of Dynegy Marketing and Trade.
Because the Court has denied confirmation of the Plan and the case
has been pending for approximately two years, the Court set a
hearing on May 24, 2011, at 10:00 a.m. to determine whether the
case should be converted to Chapter 7 or dismissed.

Judge Squires said the Plan discriminates unfairly because it does
not provide for interest to be paid to Dynegy while its
distribution is held back pending resolution of the litigation.
Dynegy's other arguments under this subsection are overruled.

On Nov. 11, 2009, Dynegy filed a proof of claim against the Debtor
for $22,750,716.54.  The Debtor filed an objection to that claim.
On Aug. 16, 2010, the Bankruptcy Court overruled the Debtor's
objection to Dynegy's claim because it had already been
adjudicated on the merits by the District Court in Dynegy's favor.
Also on Nov. 11, 2009, Greenberg Traurig filed its proof of claim
for $1,073,189.30.

Greenberg represented the Debtor in a lawsuit against Dynegy in
December 2004 in the District Court for the Northern District of
Illinois.  In the suit, the Debtor alleged that Dynegy manipulated
price indices resulting in improperly higher charges to its
customers.

The Debtor filed the Plan on Feb. 16, 2010, and a second amended
disclosure statement on May 11, 2010.  The Disclosure Statement
was approved on Oct. 7, 2010.  There are four classes under the
Plan, two of which are impaired.  Only Class 2, Dynegy's class,
voted to reject the Plan.

The Plan proposes to pay administrative claims in full on the
effective date of the Plan.  Those claims are estimated to be
approximately $70,000.  Priority claims, estimated to be around
$100,000, are to be paid in full over a five-year period.  The
Debtor disputes a priority claim asserted by Philip Selman, a
former employee, in the amount of $194,000.

The Plan divides all other creditors into four classes. Class 1 is
the claim of Cole Taylor Bank which holds a collateral assignment
of a beneficial interest and note to certain real property located
at 9824 South Michigan Avenue in Chicago, Illinois.  Class 3
consists of all general unsecured claims, estimated to be
approximately $305,000, excluding insider claims, which are to be
paid pro-rata on a quarterly basis over two years.  Class 4 is the
claim of Nachshon Draiman representing his 100% shareholder
interest in the Debtor.

Class 2 comprises the disputed claims of Dynegy, Greenberg, and
the combined claims of Jack Gore and his attorney Larry D. Drury.
The Disclosure Statement estimates the Class 2 claims at around
$17 million.

The Disclosure Statement was filed prior to the District Court
amending Dynegy's judgment to reflect interest, for a total of
over $22 million.  The Debtor did not file an amendment to the
Disclosure Statement to reflect that change in judgment. Likewise,
the Debtor did not file an amendment to reflect the settlement of
the Gore Claim.

Dynegy argues that the Plan improperly attempts to "gerrymander"
its claim in order to obtain a consenting impaired class.
According to Dynegy, the Debtor has no legitimate reason to place
it into a separate class from other general unsecured creditors
because Dynegy's claim has already been allowed by this Court.

Dynegy also contends that the Plan improperly releases Mr. Draiman
from the approximate $18 million debt that Future Associates owes
to the Debtor. The Plan does not expressly release any parties,
including Mr. Draiman.  Rather, Dynegy asserts that the Plan
provides a sub rosa release.

A copy of Judge Squires' April 19, 2011 Memorandum Opinion is
available at http://is.gd/ibVZ7Gfrom Leagle.com.

                     About Multiut Corporation

Multiut Corporation has supplied energy consulting services since
1986 and has been solely owned by Nachshon Draiman since 1999.
Mr. Draiman also serves as president.  Multiut filed for Chapter
11 bankruptcy (Bankr. N.D. Ill. Case No. 09-17575) on May 14,
2009.  Scott R. Clar, Esq. -- sclar@craneheyman.com -- at Crane
Heyman Simon Welch & Clar, represents the Debtor.  In its
petition, the Debtor listed under $50,000 in assets and $10
million to $50 million in debts.

Mr. Draiman filed a separate Chapter 11 bankruptcy petition
(Bankr. N.D. Ill. Case No. 09-17582) on May 14.


NEW JERSEY MOTORSPORTS: Milville Hires Greenbaum Rowe
-----------------------------------------------------
Derek Harper at pressofAtlanticCity.com reports that the Milville
City Commission hired Greenbaum, Rowe, Smith and Davis LLP to
represent it in the New Jersey Motorsports Park bankruptcy.  The
commission approved the $15,000 contract with firm at its meeting
by a 5-0 vote with no comment by the commissioners.  The contract
is for the firm to represent the city's interests in bankruptcy
proceedings for up to two years at $225 an hour.

                   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.


NEW RIVER DRY: Agent Directed to Disgorge Commission
----------------------------------------------------
Bankruptcy Judge John K. Olson directed Christopher "Kit" Denison
and Marine Realty, Inc., disgorge the full remaining $490,000 of
paid commission received for assisting in the sale of New River
Dry Dock, Inc.'s property.  Judge Olson declined to award
prejudgment interest and fees.

Unsecured creditor Marina Mile Shipyard sought disgorgement of
compensation paid to Mr. Denison and Marine.  Mr. Denison and
Marine were employed by the bankruptcy estate to sell a marina.
At that time of the order approving employment, it was unknown to
MMS or the Court that Mr. Denison and Marine had a prior
relationship with the eventual purchaser of the Dry Dock Property,
Steven M. Israel.  The relationship was not disclosed as required
by Fed. R. Bankr. P. 2014, and it was only later brought to the
Court's attention that Mr. Denison had acted as a selling broker
for Mr. Israel before he became a broker for the bankruptcy
estate.

After his employment was authorized, Mr. Denison contacted Mr.
Israel about the Dry Dock Property and suggested a $13,800,000
"stalking-horse" bid.  The Dry Dock Property had been appraised
for $20,000,000.  On Feb. 13, 2007, the Debtor entered into a
contract to sell substantially all of its assets to Mr. Israel --
and assigns, including SPVEF-SKID, LLC.  Because there was no
higher or better offer, the sale to SPVEF-SKID, LLC was concluded
on June 11, 2007 for $12,250,000.

According to Judge Olson, the fact that the Dry Dock Property sold
for much less than its appraised value might not have appeared
suspicious had there been no prior relationship between Messrs.
Denison and Israel.  Numerous facts indicate that Mr. Denison did
not, however, undertake his fiduciary role in good faith.  For
example, Mr. Denison agreed to reimburse Mr. Israel for half of a
$75,000 finder's fee -- $37,500 -- without court approval.
Furthermore, on Sept. 12, 2007, a short time after closing on the
Dry Dock Property, Mr. Denison entered into an agreement to manage
the Dry Dock Property.  Also on Sept. 12, 2007, he acquired a 4%
interest in SKID LLC, the managing member of the buying entity,
SPVEF-SKID LLC.  The public filings for SKID indicate that it was
formed two days before the motion to approve the sale of the Dry
Dock Property.  Significantly, an April 25, 2007 email on which
Mr. Denison was copied stated that Denison's role as a "third-
party manager or member of LLC" needed to be discussed
immediately.  Again, the closing was June 11, 2007.  Mr. Denison's
possible management and membership role in SKID was therefore
contemplated prior to the closing of the Dry Dock Property sale,
and Mr. Denison's role as manager or member of SKID was being
discussed while he still owed fiduciary duties to the bankruptcy
estate.  Startlingly, the very name "SKID" was a conjunction of
the names "Steve Israel" and "Kit Denison."  Again, Mr. Denison
did not disclose his relationship with Mr. Israel during the
pendency of the Dry Dock Property deal.

The total commission paid to Mr. Denison and Marine was $535,000,
but only $490,000 was authorized by court order.  In a prior
proceeding, the Court ordered the return of the unauthorized
portion ($45,000) to the Plan Administrator, so only the remaining
$490,000 is at issue.

A copy of the Court's April 19, 2011 Order is available at
http://is.gd/aMooTpfrom Leagle.com.

                         About New River

Based in Fort Lauderdale, Florida, New River Dry Dock, Inc., filed
for chapter 11 protection on July 18, 2006 (Bankr. S.D. Fla. Case
No. 06-13274).  James H. Fierberg, Esq., at Berger Singerman,
P.A., represents the Debtor in its restructuring efforts.  Mindy
A. Mora, Esq., at Bilzin Sumberg Baena Price & Axelrod LLP
represents the Official Committee of Unsecured Creditors.  When
the Debtor filed for protection from its creditors, it estimated
assets between $10 million and $50 million and its debts between
$1 million to $10 million.

The Bankruptcy Court confirmed New River Dry Dock's Chapter 11
Liquidation Plan in October 2007.


NEWKIRK HOLDINGS: Nursing Centers to Remain Open While in Ch. 11
----------------------------------------------------------------
Randy Ellis at NewsOK.com reports that owners of Community Care
Center of Wilburton and Newkirk Nursing Center plan to continue
operating the nursing centers while they reorganize their debts
via the Chapter 11 process.

According to NewsOK, the centers are facing tax debts, potential
fines and an investigation by the Oklahoma attorney general's
office.  The petitions list 34 creditors for the Wilburton nursing
home operator and 27 creditors for the Newkirk nursing home
operator, but the amounts owed to the various creditors are not
yet listed, according to the report.

Records reveal the Internal Revenue Service filed a $277,603
federal tax lien against the owner of the Wilburton nursing home
and a $195,229 tax lien against the owner of the Newkirk nursing
home on Oct. 12.

Owners of the nursing homes filed for bankruptcy in an effort to
resolve tax problems, NewsOK.com quotes Gary D. Hammond, attorney
for the owners, as saying.  They plan to continue operating the
nursing homes throughout the bankruptcy process.

Bass Healthcare Enterprises, LLC, filed a Chapter 11 petition
(Bankr. E.D. Okla. Case No. 11-80461) on April 5, 2011.  A copy of
the Company's petition is available at
http://bankrupt.com/misc/okeb11-80461.pdf

Newkirk Holdings, LLC also filed for Chapter 11 protection (Bankr.
W.D. Okla. Case No. 11-11769) on April 5, 2011.  See
http://bankrupt.com/misc/okwb11-11769.pdf

Both Bass and Newkirk estimated assets and debts of less than
$1 million and were among the companies listed in the "* Recent
Small-Dollar & Individual Chapter 11 Filings" section of the April
14, 2011 edition of the Troubled Company Reporter.


NO FEAR: Committee Taps Pachulski Stang as Bankruptcy Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of No Fear Retail
Stores and its debtor-affiliates asks the Hon. Margaret Mann of
the U.S. Bankruptcy Court for the Southern District of California
for permission to employ Pachulski Stang Ziehl & Jones LLP as
bankruptcy counsel.

A hearing is set for May 5, 2011, at 3:00 p.m., in United States
Bankruptcy Court at 325 West "F" Street, Dept. 1, Room 218 in San
Diego, California.

The firm will to assist, advise and represent the Committee in its
consultation with the Debtors regarding the administration of the
Chapter 11 cases.

Jeffrey N. Pomerantz, Esq., and Jeffrey W. Dulberg, Esq.,
charge $795 and $625 per hour for this engagement, respectively.
Patricia Jeffries, the primary paralegal likely to work on these
cases, will bill $255 per hour.

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

                       About No Fear Retail

Carlsbad, California-based No Fear Retail Stores, Inc., is a
retailer of action, sports, and casual youth lifestyle apparel and
accessories, targeting young adults and teens.  It operates 41
retail locations in California, Oregon, Arizona, Florida, Nevada,
North Carolina, and Texas.

No Fear filed for Chapter 11 bankruptcy protection (Bankr. S.D.
Calif. Case No. 11-02896) on Feb. 24, 2011.  David S. Kupetz,
Esq., at Sulmeyer, Kupetz, A Professional Corp, 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.

Affiliates No Fear MX, Inc. (Bankr. S.D. Calif. Case No. 11-02897)
and Simo Holdings, Inc. (Bankr. S.D. Calif. Case No. 11-02898)
filed separate Chapter 11 petitions on Feb. 24, 2011.

Tiffany L. Carroll, the Acting U.S. Trustee for Region 15,
appointed three creditors to serve on an Official Committee of
Unsecured Creditors of No Fear MX, Inc.


NO FEAR: Committee Taps BDO USA as Financial Advisor
----------------------------------------------------
The Official Committee of Unsecured Creditors of No Fear Retail
Stores and its debtor-affiliates asks the Hon. Margaret Mann of
the U.S. Bankruptcy Court for the Southern District of California
for permission to employ BDO USA LLP as financial advisor to
provide financial advisory to the Committee.

The firm will bill $65,000 per month for the first three months
and $50,000 per month thereafter.

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

                       About No Fear Retail

Carlsbad, California-based No Fear Retail Stores, Inc., is a
retailer of action, sports, and casual youth lifestyle apparel and
accessories, targeting young adults and teens.  It operates 41
retail locations in California, Oregon, Arizona, Florida, Nevada,
North Carolina, and Texas.

No Fear filed for Chapter 11 bankruptcy protection (Bankr. S.D.
Calif. Case No. 11-02896) on Feb. 24, 2011.  David S. Kupetz,
Esq., at Sulmeyer, Kupetz, A Professional Corp, 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.

Affiliates No Fear MX, Inc. (Bankr. S.D. Calif. Case No. 11-02897)
and Simo Holdings, Inc. (Bankr. S.D. Calif. Case No. 11-02898)
filed separate Chapter 11 petitions on Feb. 24, 2011.

Tiffany L. Carroll, the Acting U.S. Trustee for Region 15,
appointed three creditors to serve on an Official Committee of
Unsecured Creditors of No Fear MX, Inc.


NORMAN REGIONAL: Moody's Affirms 'Ba1' Long-Term Debt Rating
------------------------------------------------------------
Moody's Investors Service has affirmed Norman Regional Hospital
Authority's Ba1 long-term rating assigned to $66.8 million of
outstanding rated debt.  The outlook remains stable.

Summary Rating Rationale

The affirmation of the Ba1 debt rating and the stable outlook
reflects Norman Regional Hospital Authority's (NRHA) leading
market position, improved operating performance and absolute cash
relative to the rating category, and limited routine capital
plans.  These factors are offset by Norman's exceptionally high
debt load, weak coverage measures and continued decline in
inpatient admissions.

Strengths

   * 505-bed NRHA is a three hospital system with 60% leading
     market share in its primary care service area (PSA) of
     Cleveland County, OK; NRHA's facilities in the City of Norman
     are protected by a local city ordinance restricting the
     entrance of new inpatient competitors

   * Modestly improved operating performance with 10.2% operating
     cash flow margin in fiscal year (FY) 2010 up from 7.9% in FY
     2009 (Ba median is 5.6%), largely as a result of effective
     expense reductions; good operating performance through eight
     months of FY 2011 with 9.9% operating cash flow margin up
     from 8.7% operating cash flow margin the same time the
     previous year

   * Improved balance sheet measures relative to the rating
     category with 91 days cash on hand as of February 28, 2011 up
     from 80 days cash on hand at fiscal yearend (FYE) 2010 (Ba
     median is 67 days); 97% of unrestricted liquidity is
     available within one month

   * No major future capital plans or plans to issue additional
     debt following the opening of Norman's 110-bed HealthPlex
     Hospital in October 2009; NRHA's average age of plant is 7
     years; capital spending is expected to decline following four
     years of elevated capital spending to fund growth strategies

   * Management estimates a $6.3 million net benefit annually from
     Oklahoma's impending state Medicaid provider fee program

   * No puttable debt although the Series 1996B bonds are auction
     rate securities with formula based interest resets; no
     derivatives exposure

   * NRHA maintains a defined contribution pension plan

   * Located 20 miles south of Oklahoma City in the favorable
     demographic of the Aa2-rated City of Norman

Challenges

   * Very high debt burden as reflected by a low 2.0 times maximum
     annual debt service (MADS) coverage ratio (Ba median is 2.4
     times), 74.1% debt to operating revenue (Ba median is 32.9%)
     and unfavorably high 9.5 times debt-to-cash flow ratio (Ba
     median is 5.8 times); cash to debt is very weak at 28% (Ba
     median is 65%) in FY 2010

   * Inclement weather in February may inhibit NRHA from meeting
     its FY 2011 operating budget of a $4.2 million gain; NRHA's
     loss through eight months of FY 2011 ending in February was
     $1.5 million, although not as steep as the $1.8 million loss
     posted through the prior year eight month period

   * Declining admissions in each of the last three years with
     0.8% decline in FY 2010 largely driven by greater shift to
     observation stays (70% observation stay growth in FY 2010) as
     a result of efforts by management to educate physicians on
     the appropriate use of observation stays; although outpatient
     surgeries grew 10.4% in FY 2010 due in part to the new
     HealthPlex Hospital

   * Competition for more acute services from Oklahoma City from
     307-bed Integris Southwest Medical Center, 555-bed Oklahoma
     University Medical Center (HCA-owned) and 255-bed Midwest
     Regional Medical Center (HMA owned) along with numerous
     physician owned facilities

   * $14.6 million unfunded pension expense at January 1, 2010
     from NRHA's defined benefit pension plan that was frozen in
     December 2003

   * Moderate 11.2% Medicaid exposure reactive to the national
     median (11%)

Detailed Credit Discussion

Legal Security: The bonds are secured by a pledge of gross
revenues of the hospital.

Interest Rate Derivatives: None

Recent Developments/Results

The affirmation of the Ba1rating and stable outlook reflects
NRHA's leading and stable market position, improved absolute cash
position and modest performance improvement as anticipated by
management during Moody's last review.

Located 20 miles south of Oklahoma City in the Aa2-rated City of
Norman, NRHA continues to maintain leading 60% market share as the
sole acute care provider in its primary service area (PSA) of
Cleveland County, OK.  As an Oklahoma public trust set up by the
state, NRHA is not owned by the City of Norman however it has its
board appointed by the Mayor of the City of Norman.  NRHA receives
the benefit of a local city ordinance that restricts the entrance
of new competitors into Norman from tertiary Oklahoma City
providers including HCA-owned Oklahoma University Medical Center,
SSM-owned St. Anthony's, Mercy Health System and Aa3-rated
Integris Health.

NRHA maintains three hospitals in its PSA with its 337-bed
flagship Norman Regional Hospital offering Level III trauma and
110-bed HealthPlex specialty hospital in Norman and its 45-bed
Moore Medical Center located 9 miles north in Moore.  NRHA also
maintains a 36-bed Heart Hospital located within its HealthPlex
offering open heart surgery and cardiac catheterizations.  NRHA
also maintains relationships with rural providers to the South and
provides some physician support.  In addition to its three
campuses, NRHA maintains a number of joint ventures including a
12% interest in a joint venture arrangement for 78-bed Oklahoma
Heart Hospital South in Oklahoma City with Mercy Health System
(part of Aa3 rated Sisters of Mercy Health System), Midwest
Regional Medical Center, and Oklahoma Cardiology Associates.

Although operating revenue growth was modest, NRHA's operating
performance measures showed some improvement.  Operating revenue
growth in FY 2010 over FY 2009 was relatively low at 1.5% due to
inpatient admissions decline and NRHA's divestiture in two joint
venture urgicare centers (Moody's restates provision for bad debt
as an operating expense).  However, operating cash flow margin
increased to 10.4% in FY 2010 from 9.5% in FY 2009.  Management
attributes the better operating performance to labor expense
reductions and decreased bad debt expense as a result of an
improved collections process.

Over the last three years, NRHA's inpatient admissions have
declined 9% due to a greater shift to outpatient visits and
observation stays. Inpatient admissions declined 0.8% in FY 2010
as a result of a 71.4% increase in observation stays. Despite
inpatient declines, NRHA's outpatient surgeries continue to grow
increasing 10.4% in FY 2010 and again increasing 13.6% through the
first eight months of FY 2011.  Management anticipates outpatient
visits to grow following the employment of 7 new cardiologists in
September 2009 that has resulted in a ramp up of cardiac
catheterization volume in the second quarter of FY 2011.  These 7
cardiologists were splitters with another hospital.

Through eight months of FY 2011, NRHA continues to operate at a
loss of $1.5 million (-0.4% operating margin) although better
than the same period the prior year when the operating loss was
$1.8 million (-0.1% operating margin).  Operating cash flow
declined slightly to 9.9% through eight months of FY 2011 from FY
2010 although it showed some improvement from the prior year's
8.7% operating cash flow margin. Management attributes the
operating loss through eight months of FY 2011 to two back-to-back
snowstorms in February 2011 resulting in a temporary increase in
inpatient length of stay and the deferral of outpatient visits.
Due to poor February results, management reports that it will
likely not meet its budgeted operating bottom line of $4.1 million
although they do anticipate operating performance to improve
through the remaining months of FY 2011.

Management estimates that Oklahoma's imminent Medicaid fee
program will contribute $6.3 million in annual net revenue
beginning in FY 2012 over two to three years.  The provider fee
program could take effect as early as the end of calendar year
2011 and payments will likely be retroactive to the end of
calendar year 2011.  Management also anticipates that NRHA will
meet the requirements for meaningful use over the next few months
resulting in Medicaid meaningful use incentives of approximately
$1.4 million to FY 2011 and Medicare meaningful use incentives of
approximately $2.0 million or more to FY 2012.

Unrestricted cash and investments showed improvement increasing
to $81.1 million (91 days cash on hand) at February 28, 2011,
from $68.4 million (80 days cash on hand) at FYE 2010 (Moody's
days cash on hand computation includes bad debt expense).  NRHA
management computes that the obligated group had 108 days cash on
hand at February 28, 2011 compared to the bond covenant of 55 days
cash on hand (bond covenant computation excludes bad debt expense
and only reflects the obligated group).  Management attributes its
improved absolute cash position to its increased operating cash
flow, improved investment income, and restrained capital spending
following the completion of the HealthPlex in 2009.  NRHA's FY
2009 master lease for some capital needs for the HealthPlex also
helped to preserve cash in FY 2010.  NRHA has historically
invested greatly in capital with an average 2.9 times capital
spending ratio over the last five years (Ba median is 0.8 times).
NRHA's average age of plant is favorable at 7 years and future
capital spending plans are minimal with $7.3 million budgeted for
FY 2011 or 0.3 capital spending ratio. 97% of NRHA's liquidity is
available within one month.

NRHA management's focus on debt repayment has resulted in some
improved leverage measures although still very weak relative to
the rating category since the addition of a $20.0 million master
lease during FY 2009 for equipment for the HealthPlex. Debt to
revenue decreased to 74.1% in FY 2010 from 77.0% in FY 2009, debt
to cash flow decreased to 9.5% in FY 2010 from 11.0% in FY 2009
and MADS coverage increased to 2.0 times in FY 2010 from 1.9 times
in FY 2009 (Moody's normalizes investment income at 6% for these
ratios).  While improved, these ratios remain weak to the national
medians.  Management has no major capital plans in the future
or plans to issue debt.  Although NRHA maintains a defined
contribution pension plan and froze its defined benefit plan back
in 2003, the actuarial pension underfunded amount at January 1,
2010, was $14.6 million indicating some pension funding risk. As a
governmental authority and public trust, NRHA is not subject to
ERISA funding requirements.

Outlook

The stable outlook reflects NRHA's leading market position,
improved operating performance and absolute cash relative to the
rating category, and limited routine capital plans.

What Could Make The Rating Go Up

Material and sustained operating performance improvement to
support leverage, improvement in liquidity, increased volume and
net patient revenue growth

What Could Make The Rating Go Down

A decline in operating performance or further decline in liquidity
indicators, increase in debt without improved operating
performance levels, inability to abate the decline in inpatient
volumes over a protracted period

Key Indicators

Assumptions & Adjustments:

   -- Based on financial statements for Norman Regional Hospital
     Authority

   -- First number reflects audit year ended June 30, 2009

   -- Second number reflects audit year ended June 30, 2010

   -- Investment returns normalized at 6% unless otherwise noted

   -- Interest expense "grossed up" to $12.6 million, to include
      capitalized interest

      * Inpatient admissions: 17,895; 17,751

      * Total operating revenues: $331.1 million; $336.0 million

      * Moody's-adjusted net revenue available for debt service:
        $35.8 million; $38.9 million

      * Total debt outstanding: $255.0 million; $249.1 million
        (does not include $2.3 million unamortized loss on
        refinancing bonds)

      * Maximum annual debt service (MADS): $19.2 million; $19.7
        million

      * MADS Coverage with reported investment income: 1.0 times;
        1.9 times

      * Moody's-adjusted MADS Coverage with normalized investment
        income: 1.9 times; 2.0times

      * Debt-to-cash flow: 11.0 times; 9.5 times

      * Days cash on hand: 68.6 days; 79.5 days (includes bad debt
        expense)

      * Cash-to-debt: 23.0%; 27.5%

      * Operating margin: 0.1%; -0.4%

      * Operating cash flow margin: 9.5%; 10.2%

Rated Debt (debt outstanding as of June 30, 2010)

   -- Series 1996B; auction variable rate ($18.6 million
      outstanding) Ba1 underlying rating, insured by MBIA
      (National Public Finance Guarantee Corp.), Baa1-rated

   -- Series 2002; fixed rate ($48.3 million outstanding) rated
      Ba1, insured by Radian

NRHA also has Series 2005 ($67.0 million), Series 2007
($92.3 million with $24.8 insured by Radian) and a master lease
($16.5 million) outstanding; these are not rated by Moody's

CONTACT

Obligor: Mr. Kenneth Hopkins, Vice President of Finance and CFO,
(405) 307-1090

Last Rating Action

The last rating action with respect to NRHA was on February 11,
2010, when its municipal finance scale rating was downgraded to
Ba1 from Baa3 and affirmed and the outlook was stable.  That
rating was subsequently recalibrated to Ba1 on May 7, 2010.

Principal Methodology Used

The principal methodology used in this rating was Not-for-Profit
Hospitals and Health Systems, published in January 2008.


NYC OFF-TRACK: Vacated Betting Parlors Struggle to Find Tenants
---------------------------------------------------------------
Dow Jones' DBR Small Cap reports that four months after New York
City's Off-Track Betting Corp. shut its doors for good after
failing to reorganize in bankruptcy, many of the vacated horse-
race betting parlors are struggling in the race for new tenants.
Some of the non-Manhattan locations where OTB parlors were the
only stable tenants will likely have the toughest time filling the
void.  But even some prime spots in Manhattan haven't lined up
replacements.  DBR says the OTB parlors joined troubled retailers
like Borders and Pathmark that are vacating store space in New
York.  Borders plans to close three Manhattan stores ranging from
20,000 to 40,000 square feet.  Pathmark is vacating a 45,000-
square-foot supermarket in Brooklyn.  Still, it's rare for more
than 50 retail locations to come on the market all at once, as was
the case with OTB, brokers said.  The shuttered betting parlors
typically range from 2,000 to 4,000 square feet.  OTB also vacated
127,000 square feet of headquarters space.

                           About NYC OTB

New York City Off-Track Betting Corporation is a public benefit
corporation, which operates an off-track pari-mutuel betting
system on thoroughbred and harness horse races held at all 11 race
tracks located in New York State and certain race tracks located
outside of the State.  Since NYC OTB's inception in 1971, it has
made payments of nearly $2 billion to the State horse racing
industry, more than $1.4 billion to New York City and nearly
$600 million to the State.  In 2008 alone, NYC OTB made statutory
contributions in an aggregate amount of $128.6 million to the
State horse racing industry, the State, the City, and other local
municipalities.  NYC OTB's operations are regulated by the State.

NYC OTB filed for bankruptcy under Chapter 9 of the Bankruptcy
Code on December 3, 2009 (Bankr. S.D.N.Y. Case No. 09-17121).  OTB
is represented by Richard Levin, Esq., at Cravath, Swaine & Moore
LLP., in New York, and Michael S. Fox, Esq., Herbert C. Ross,
Esq., David Y. Wolnerman, Esq., at Olshan Grundman Frome
Rosenzweig & Wolosky LLP in New York.

At Sept. 30, 2009, NYC OTB had $18,468,147 in total assets against
$74,912,742 in total current liabilities, $6,982,887 in long-term
liabilities, and $201,020,000 in long-term post employment
benefits.

As reported by the Troubled Company Reporter on Jan. 26, 2011, NYC
OTB's bankruptcy case was dismissed.  According to Bloomberg News,
U.S. Bankruptcy Judge Martin Glenn said Jan. 25 the Chapter 9
bankruptcy failed, as there is nothing left to reorganize.  He
dismissed a union's request to appoint a trustee to recover funds
paid out by OTB.


OCEAN PLACE: Seeks Services From Coakley & Williams
---------------------------------------------------
Carol Gorga Williams at the Asbury Park Press reports that Ocean
Place Resort & Spa tapped Maryland-based hotel management firm,
Coakley & Williams Hotel Management Company, to cut costs and make
changes to the Company's facility.

According to the report, developer Jeffrey Fernbach, president of
Fernmoor Homes of Jackson, will be providing millions over the
first three years and ultimately concluding with the resort's
redevelopment, if restructuring plans receive approval by U.S.
District Bankruptcy Judge Michael B. Kaplan.

Judge Kaplan will next review the proposed restructuring progress
at a hearing in July about the same time Coakley & Williams
finalizes its local organizational structure for the resort.

                   About Ocean Place Development

Ocean Place Development, LLC, owns a beachfront resort property in
Long Branch, New Jersey.  The Ocean Place resort is sited on 17-
acres featuring 1,000 feet of ocean frontage and is improved with
a 254-room hotel that includes 40,000 square feet of meeting
space, three restaurants, a bar/lounge, a full-service spa, and
numerous resort amenities.  It employs between 95 and 340
employees, depending upon the season, through the property
management entity West Paces Hotel Group, LLC.

Ocean Place filed a voluntary Chapter 11 petition (Bankr. D. N.J.
Case No. 11-14295) on Feb. 15, 2011.  Kenneth Rosen, Esq., at
Lowenstein Sandler, serves as the Debtor's bankruptcy counsel.
The Debtor estimated its assets and debts at $50 million to
$100 million.

As of the petition date, the Debtor owed $57,245,372 to AFP
pursuant to a Loan Agreement dated April 25, 2006, as amended from
time to time, entered into by and between the Debtor as borrower
and Barclays Capital Real Estate Inc. as lender.


ORANGE GROVE: Court Approves Hahn Fife as Accountant
----------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized Orange Grove Service Inc. to employ Hahn Fife & Company
LLP as its accountant to provide accounting services to the
Debtor.

Donald Fife, the firm's public accountant, charges $360 per hour
for services rendered.  Other accounts of the firm bill between
$95 and $200 per hour.

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

                   About Orange Grove Service

La Verne, California-based Orange Grove Service, Inc., owns and
operates 2 "strip" shopping centers, the Lemon Creek in Walnut,
Calif., and the Fremont, in Alhambra, Calif.  The Company filed
for Chapter 11 bankruptcy protection (Bankr. C.D. Calif. Case No.
10-21336) on March 25, 2010.  Matthew Abbasi, Esq., at Wilson &
Associates LLP, in Los Angeles, assists the Debtor in its
restructuring effort.  In its schedules, the Debtor disclosed
$12,003,736 in assets and $11,611,337 in liabilities.


OVERLAND STORAGE: Files Form S-3; Registers $12.56MM Shares
-----------------------------------------------------------
Overland Storage, Inc., filed with the U.S. Securities and
Exchange Commission a Form S-3 registration statement relating to
the resale or other disposition by certain selling shareholders,
or their transferees, of up to an aggregate of (i) 8,653,045
outstanding shares of common stock and (ii) 3,911,167 shares of
common stock issuable upon the exercise of outstanding warrants.
The shares of common stock and warrants exercisable to purchase up
to 3,807,331 shares of common were issued and sold to certain
selling shareholders pursuant to a Purchase Agreement, dated as of
March 16, 2011, between the Company and the selling shareholders
party thereto, or the Purchase Agreement.  The remaining warrants
to purchase up to 103,836 shares of common stock represent a
portion of the warrants initially issued to the placement agent as
partial compensation for its services in connection with the
transactions contemplated by the Purchase Agreement that were
subsequently transferred to certain selling shareholders
identified in this prospectus.

The selling shareholders may, from time to time, sell, transfer,
or otherwise dispose of any or all of their shares of common stock
on any stock exchange, market or trading facility on which the
shares are traded or in private transactions.  These dispositions
may be at fixed prices, at prevailing market prices at the time of
sale, at prices related to the prevailing market price, at varying
prices determined at the time of sale, or at negotiated prices.

The Company is not offering any shares of common stock for sale
under this prospectus, and the Company will not receive any of the
proceeds from the sale or other disposition of the shares of
common stock covered hereby.  However, the Company will receive
the exercise price of any warrants exercised for cash.

The Company's common stock is traded on The NASDAQ Capital Market
under the symbol "OVRL".  On April 14, 2011, the last reported
sale price for the Company's common stock on The NASDAQ Capital
Market was $2.45 per share.

The Company will pay the expenses related to the registration of
the shares of common stock covered by this prospectus.  The
selling shareholders will pay any commissions and selling expenses
they may incur.

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

                        http://is.gd/NjcwxA

                      About Overland Storage

San Diego, Calif.-based Overland Storage, Inc. (Nasdaq: OVRL) --
http://www.overlandstorage.com/-- is a global provider of unified
data management and data protection solutions designed to enable
small and medium enterprises (SMEs), corporate departments and
small and medium businesses (SMBs) to anticipate and respond to
change.

The Company's balance sheet at Dec. 31, 2010 showed $39.82 million
in total assets, $38.31 million in total liabilities and $1.52
million in shareholders' equity.

As reported in the Troubled Company Reporter on Sept. 28, 2010,
Moss Adams LLP, in San Diego, Calif., expressed substantial
doubt about Overland Storage's ability to continue as a going
concern, following the Company's results for the fiscal year ended
June 30, 2010.  The independent auditors noted of the Company's
recurring losses and negative operating cash flows.


OVERLAND STORAGE: Files Form S-8; Registers 3.71MM Common Shares
----------------------------------------------------------------
Overland Storage, Inc., filed with the U.S. Securities and
Exchange Commission a Form S-8 registration statement regarding
the issuance of 3,712,861 shares of common stock to be offered
under the Company's 2009 Equity Incentive Plan, Inducement Stock
Option Grant to Geoff Barrall and Inducement Stock Option Grant to
Martin Lynch.

                      About Overland Storage

San Diego, Calif.-based Overland Storage, Inc. (Nasdaq: OVRL) --
http://www.overlandstorage.com/-- is a global provider of unified
data management and data protection solutions designed to enable
small and medium enterprises (SMEs), corporate departments and
small and medium businesses (SMBs) to anticipate and respond to
change.

The Company's balance sheet at Dec. 31, 2010 showed $39.82 million
in total assets, $38.31 million in total liabilities and $1.52
million in shareholders' equity.

As reported in the Troubled Company Reporter on Sept. 28, 2010,
Moss Adams LLP, in San Diego, Calif., expressed substantial
doubt about Overland Storage's ability to continue as a going
concern, following the Company's results for the fiscal year ended
June 30, 2010.  The independent auditors noted of the Company's
recurring losses and negative operating cash flows.


OWENS-BROCKWAY GLASS: Moody's Affirms 'Ba2' CFR; Outlook Stable
---------------------------------------------------------------
Moody's Investors Service assigned a Baa2 rating to the new
$2.0 billion senior secured credit facilities of Owens-Illinois
Inc. (OI) and affirmed the Ba2 corporate family rating and SGL-2
speculative grade liquidity rating.  The ratings outlook remains
stable.  The new facility includes a $900 million multi-currency
revolver at Owens-Brockway Glass Container Inc., an indirect
wholly owned subsidiary of OI.  The facility also includes up to
$1.1 billion of term loans at OBGC and OI's European, Australian
and Canadian subsidiaries, including a $400 million delayed draw
tranche.  The proceeds of the new facility will be used to
refinance the existing revolver and term loans.

Moody's took these rating actions for Owens Illinois, Inc.:

   -- Affirmed Corporate Family Rating, Ba2

   -- Affirmed Probability of Default Rating, Ba2

   -- Affirmed $250 million senior unsecured notes due 2018, B1
      (LGD 6, 94%)

   -- Affirmed Speculative Grade Liquidity Rating, SGL-2

Moody's took these rating actions for Owens-Brockway Glass
Container Inc.:

   -- Assigned $900 million senior secured multi-currency revolver
      due 2016, Baa2 (LGD 1, 8%)

   -- Assigned $600 million senior secured term loan due 2016,
      Baa2 (LGD 1, 8%)

   -- Affirmed $900 million senior secured first lien revolving
      credit facility due 2012, Baa2 (LGD 1, 8%) (To be withdrawn
      after the transaction closes)

   -- Affirmed $200 million ($190 million outstanding) senior
      secured first lien term loan B due 2013, Baa2 (LGD 1, 8%)
      (To be withdrawn after the transaction closes)

   -- Affirmed EUR 225 million senior unsecured notes due 2014,
      Ba3 ( LGD 5, 81% from LGD 5, 78%)

   -- Affirmed $400 million senior unsecured notes due 2014, Ba3 (
      LGD 5, 81% from LGD 5, 78%)

   -- Affirmed $600 million senior unsecured notes due 2016, Ba3 (
      LGD 5, 81% from LGD 5, 78%)

   -- Affirmed $607 million exchangeable senior unsecured notes
      due 2015, Ba3 (LGD 5, 81% from LGD 5, 78%)

Moody's took these rating actions for OI European Group BV
(Netherlands):

   -- Assigned EUR 190 million senior secured term loan due 2016,
      Baa2 (LGD 1, 8%)

   -- Affirmed EUR 200 million (EUR 190 million outstanding)
      senior secured first lien term loan D due 2013, Baa2 (LGD 1,
      8%) (To be withdrawn after the transaction closes)

   -- Affirmed EUR 300 million senior unsecured notes due 2017,
      Ba2 (LGD 3, 45% from LGD 3, 40%)

   -- Affirmed EUR 500 million senior unsecured notes due 2020,
      Ba2 (LGD 3, 45% from LGD 3, 40%)

Moody's took these rating actions for ACI Operations Pty. Ltd. and
O-I Canada Corp:

   -- Assigned AUD 180 million senior secured term loan due 2016,
      Baa2 (LGD 1, 8%)

   -- Assigned CAD 120 million senior secured term loan due 2016,
      Baa2 (LGD 1, 8%)

   -- Affirmed AUD 225 million (AUD 90 million outstanding) senior
      secured first lien term loan A due 2013, Baa2 (LGD 1, 8%)
      (To be withdrawn after the transaction closes)

   -- Affirmed CAD 138 million (CAD 111 million outstanding)
      senior secured first lien term loan C due 2013, Baa2 (LGD 1,
      8%) (To be withdrawn after the transaction closes)

The ratings outlook remains stable.

The ratings are subject to the receipt and review of the final
documentation.

Ratings Rationale

The Ba2 Corporate Family Rating reflects OI's leading position
in the industry, wide geographic footprint and focus on
profitability rather than volume.  The rating also reflects
anticipated improvements in credit metrics from recent
acquisitions, cost-cutting/productivity and cost pass-throughs.
The company has led the industry in establishing and maintaining
a strong pricing discipline and improving operating efficiencies
which has had a measurable impact on its operating performance and
the competitive equilibrium in the industry.  OI is one of only a
few major players that have the capacity and scale to serve larger
customers and has strong market shares globally, including faster
growing emerging markets.  The company's expansion into faster
growing emerging markets is also anticipated to help support
credit metrics. Liquidity is strong as the company has good free
cash flow, significant availability under its credit facility and
substantial cushion under its covenants.

The ratings are constrained by the concentration of sales,
potential acquisition risk and the asbestos liabilities.  The
ratings are also constrained by the mature state of the industry,
cyclical nature of glass packaging and lack of growth in developed
markets.  Glass is considered a package for premium products and
subject to substitution and trading down in an economic decline.
OI is heavily concentrated with a few customers in the beer
industry and has benefited from the growth in premium beers.
Additionally, OI generates approximately 76% of sales
internationally while the majority of the interest expense is
denominated in U.S. dollars.  The company has disclosed its
intention to continue to pursue acquisitions in emerging markets
which entails some level of risk despite the potential benefits.

What Could Change the Rating Down

The ratings could be downgraded if there is deterioration in the
credit metrics, further decline in the operating and competitive
environment, and further increase in the asbestos liability.
While large acquisitions are not anticipated, the rating and/or
outlook could also be downgraded for extraordinarily large, debt-
financed acquisitions or significant integration difficulties with
any acquired entities.  Specifically, the ratings could be
downgraded if free cash flow to debt remains below 5.0%, debt to
EBITDA remains above 4.0 times, and the EBIT margin declines below
13%.

What Could Change the Rating Up

The ratings could be upgraded if there is evidence of a sustained
improvement in credit metrics within the context of a stable
operating profile and competitive position.  Specifically, the
ratings could be upgraded if free cash flow to debt increases to
greater than 9.0% and the EBIT margin increases to above 14.0% and
debt to EBITDA declines below 3.75 times.

The principal methodology used in rating Owens-Illinois Inc. was
the Global Packing Manufacturers: Metal, Glass, and Plastic
Containers Industry Methodology, published June 2009 and
Speculative Grade Liquidity Ratings Industry Methodology,
published September 2002.  Other methodologies used include Loss
Given Default for Speculative Grade Issuers in the US, Canada, and
EMEA, published June 2009.


PALM HARBOR: Maturity of Fleetwood DIP Pact Extended to April 30
----------------------------------------------------------------
On April 12, 2011, Lender Fleetwood Homes, Inc., Palm Harbor
Homes, Inc., and certain of PHH's direct and indirect subsidiaries
executed Amendment No. 1 to Debtor-in-Possession Revolving Credit
Agreement, which amended that certain Debtor-in-Possession
Revolving Credit Agreement dated as of Nov. 29, 2010, among
Fleetwood and the borrowers, to extend the Maturity Date until the
earliest to occur of (i) April 30, 2011, (ii) the date of the
closing of the sale of the borrowers or the sale of substantially
all of the assets of the Borrowers, and (iii) an Event of Default
(as defined in the DIP Agreement).

A complete text of the Amendment is available for free at:

                       http://is.gd/jQptGE

As reported in the TCR on Dec. 2, 2011, the Lender agreed to loan
up to $50 million (which may increase to $55 million if certain
conditions are met).  The DIP Agreement bears interest at 7% per
annum and matures on the earlier of April 15, 2011, or 15 days
after entry of a final order from the Bankruptcy Court approving
the sale of the Company's assets.

A complete text of the DIP Revolving Credit Agreement dated
Nov. 29, 2010, is available for free at http://is.gd/E6Lhco

                     About Palm Harbor Homes

Addison, Texas-based Palm Harbor Homes, Inc. --
http://www.palmharbor.com/-- manufactures and markets factory-
built homes.  The Company markets nationwide through vertically
integrated operations, encompassing manufactured and modular
housing, financing and insurance.

Palm Harbor, along with affiliates, filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 10-13850) on
Nov. 29, 2010.  It disclosed $321,263,000 in total assets and
$280,343,000 in total debts.

Brian Cejka at Alvarez & Marsal is the Debtors' chief
restructuring officer.  Raymond James and Associates, Inc., is the
Debtors' investment banker.  Alvarez & Marshal North America, LLC,
is the Debtors' financial advisor.  BMC Group, Inc., is the
Debtors' claims agent.  Pachulski Stang Ziehl & Jones LLP serves
as counsel to the Official Committee of Unsecured Creditors.

Following a court-approved sale process, Palm Harbor in March 2011
sold its business for $85.25 million to Fleetwood Enterprises
Inc., a venture between Cavco Industries Inc. and a fund advised
by Third Avenue Management LLC.  Fleetwood is providing up to
$55 million in secured financing for Palm Harbor's reorganization.


PANOCHE VALLEY: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Panoche Valley LLC
        149 S. Spalding Drive #3
        Beverly Hills, CA 92012

Bankruptcy Case No.: 11-26694

Chapter 11 Petition Date: April 18, 2011

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

Debtor's Counsel: Lawrence Mudgett, III, Esq.
                  SAFER LAW
                  3913 Ohio St #1
                  San Diego, CA 92104
                  Tel: (619) 794-0460
                  Fax: (619) 794-0470
                  E-mail: lawrence@saferlawgroup.com

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

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

The petition was signed by Ben Williams, president/manager.

The Debtor did not file its list of largest unsecured creditors
when it filed its petition.


PARK CENTRAL: Wants to Use Cash Collateral
------------------------------------------
Park Central Plaza 32 LLC asks the U.S. Bankruptcy Court for
the District of Nevada for permission to use cash collateral of
$60,685, consisting of rental proceeds, in order to continue
paying all necessary expenses to maintain and operate the
buildings on a monthly basis.

Debtor believes that the interests of the secured creditors are
adequately protected because the expenses Debtor seeks to pay
would have to be paid in order to keep the tenants in the
property; and the value of the property is not believed to be
able to decline further.  Debtor estimates its property to be
valued between $12,000,000 and $25,000,000.

According to the Debtor, secured creditor METEJEMEI LLC holds a
secured interest in the Debtor's real property in an amount in
excess of $25,000,000 and must consent to the usage of the cash
collateral unless the Court orders otherwise.  METEJEMEI is the
successor to Nevada State Bank in regards to a Deed of Trust
executed by Debtor in favor of NSB.  The underlying loan agreement
between NSB and Debtor was entered on or about Feb. 10, 2004 in
the principal amount of $5,931,000 and was subsequently amended.

Las Vegas, Nevada-based Park Central Plaza 32, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 11-
14153) on March 23, 2011.  Bob L. Olson, Esq., at Greenberg
Traurig LLP, serves as the Debtor's bankruptcy counsel.  The
Debtor estimated its assets and debts at $10 million to
$50 million.


PARK CENTRAL: Taps Valuation Consultants as Real Estate Appraiser
-----------------------------------------------------------------
Park Central Plaza 32 LLC asks the U.S. Bankruptcy Court for the
District of Nevada for permission to employ Valuation Consultants
as real estate appraiser.

The Debtor proposes to pay $7,000 to the firm for the appraisal
and $350 per hour for the time Keith Harper spends preparing for
and attending depositions and court hearings.

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

Las Vegas, Nevada-based Park Central Plaza 32, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 11-
14153) on March 23, 2011.  Bob L. Olson, Esq., at Greenberg
Traurig LLP, serves as the Debtor's bankruptcy counsel.  The
Debtor estimated its assets and debts at $10 million to
$50 million.


PARK CENTRAL: Taps Greenberg Traurig as Counsel
-----------------------------------------------
Park Central Plaza 32 LLC asks the U.S. Bankruptcy Court for the
District of Nevada for permission to employ Greenberg Traurig LLP
as its counsel to advise the Debtor of its rights and obligations
and performance of its duties during administration of this
Bankruptcy Case.

The firm will charge the Debtors based on the hourly rates of its
professionals:

   Professionals               Hourly Rates
   -------------               ------------
   Bob L. Olson, Esq.          $525
   Tom Kummer, Esq.            $525
   Kara Hendricks, Esq.        $375

   Designations                Hourly Rates
   ------------                ------------
   Shareholders                $335-$1,050
   Of Counsel/Special Counsel  $350-$900
   Associates                  $175-$565
   Legal Assistants/Paralegals $65-$310

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

Las Vegas, Nevada-based Park Central Plaza 32, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 11-
14153) on March 23, 2011.  The Debtor estimated its assets and
debts at $10 million to $50 million.


PARK CENTRAL: Seeks to Emply Grubb & Ellis as Leasing Agent
-----------------------------------------------------------
Park Central Plaza 32 LLC asks the U.S. Bankruptcy Court for the
District of Nevada for permission to employ Grubb & Ellis Company
as leasing agent for real property belonging to the estate.

Grubb & Ellis will render all necessary listing, leasing and real
estate services to Debtor.

Grubb & Ellis proposes to charge Debtor a percentage based on the
procurement of a tenant for the Real Property.  Net lease terms
provide for payment as follows:

   * 6% of the minimum guaranteed base rent for the first 60
     months of the initial lease term;

   * 3% of the minimum guaranteed base rent for the second 60
     months of the initial lease term if applicable.

In the event Grubb & Ellis procures a buyer for the shopping
center or any portion thereof Grubb & Ellis shall be paid:

   * 6% of the gross sales price, 3% of which would provide co-op
     for outside broker. 5% of the gross sales if no outside
     broker.

   * Grubb & Ellis will be paid a commission of 1.5% in the event
     the Debtor sells the shopping center or any portion thereof
     to a principal that is not represented.

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

Las Vegas, Nevada-based Park Central Plaza 32, LLC, filed for
Chapter 11 bankruptcy protection on March 23, 2011 (Bankr. D. Nev.
Case No. 11-14153).  Bob L. Olson, Esq., at Greenberg Traurig LLP,
serves as the Debtor's bankruptcy counsel.  The Debtor estimated
its assets and debts at $10 million to $50 million.


PARMALAT SPA: Italian Watchdog Slams Acquittal of 4 Banks
---------------------------------------------------------
A Milan court acquitted Citigroup Inc., Deutsche Bank AG, Morgan
Stanley, Bank of America Corp. and bankers at the firms in a
market-abuse case relating to the 2003 collapse of Italy's
biggest dairy company, Parmalat Finanziaria SpA.

The bankers didn't commit the alleged crimes, the court ruled,
according to Bloomberg.  The three judges will publish the
reasoning behind the April 18 ruling within 90 days, the news
agency said.

"The detailed examination of evidence in court brought a clear
view of the facts," Francesco Isolabella, a lawyer for Deutsche
Bank, said after Judge Gabriella Manfrin read out the ruling in
Milan on April 18, Elisa Martinuzzi and Marco Bertacche reported
for Bloomberg News.

The four banks were accused of helping Parmalat mislead investors
and not taking steps to prevent the dairy company from committing
fraud.

"The Milan court's judgment confirms unequivocally that Citi and
its employees did not have any involvement in the execution of
the most significant fraudulent bankruptcy in Italy," BBC News
quoted Citigroup's response to the Milan Court ruling.

Prosecutors previously tried to confiscate EUR120 million from
the banks and also asked the court to fine each of the bank
EUR900,000.  Specifically, prosecutor Eugenio Fusco sought:

-- EUR70 million from Citigroup;
-- EUR30 million from Bank of America;
-- EUR5.9 million from Morgan Stanley; and
-- EUR14 million from Deutsche Bank.

Milan prosecutors, Bloomberg related, had claimed the banks knew
Parmalat's true financial situation when they sold bonds and
carried out transactions on behalf of the food maker.  The
company, now called Parmalat SpA, failed in Italy's biggest
bankruptcy and its founder Calisto Tanzi has been convicted of
misleading investors.

Mr. Tanzi was sentenced to 18 years in prison for his role in the
collapse of the European dairy giant.  On March 24, Italian judge
Guido Piffer turned down prosecutors' request for a fast-track
trial of Mr. Tanzi and other members of his family for their part
in Parmalat's collapse.  Judge Piffer ruled that investigating
magistrates in Milan had not provided enough evidence to justify
putting the 29 individuals and three financial institutions
involved in the collapse on an accelerated trial.  Judge Piffer
also maintained that there was sufficient evidence to order eight
of the accused, including Mr. Tanzi and two outside auditors, to
go immediately to trial, but not enough material to warrant an
immediate trial for all defendants.

Parmalat's collapse left the Company with EUR14 billion (US$20
billion) in debt, about eight times the amount reported to
investors, Bloomberg said.

Citigroup, the third-biggest U.S. bank, said in a statement that
the ruling confirms the bank and its employees had no
involvement.  Citigroup has continuously denied the allegations
of fraud saying the charges are "completely unfounded."

Deutsche Bank said its employees acted professionally and abided
by Italian law, according to a statement.  Morgan Stanley in a
statement said the firm was "pleased" with the court's decision.
Parmalat was brought down by "some of its executives and some of
its auditors," Bank of America said in a statement.  The ruling
confirms that "none of Bank of America's employees were aware of
Parmalat's fraud."

The collapse wiped out much of the value of EUR10 billion of
Parmalat securities held by 100,000 Italian investors and led to
losses at its biggest lenders.

"This is a disgrace," Carlo Rienzi, chairman of Italian consumer
group Codacons, said in a statement posted on the association's
Web site, Bloomberg noted. Investors can still claim for damages
in the civil courts, he said, the report said.

Mr. Tanzi was sentenced in December 2010.  Parmalat's former
chief financial officer, Fausto Tonna, was sentenced to 14 years
in prison, and Mr. Tanzi's brother, Giovanni, to 10 years and
seven months.  Thirteen other former Parmalat executives were
found guilty, while two were cleared of the charges.

The Italian Court directed the former Parmalat executives to pay
the company EUR2 billion and reimburse thousands of defrauded
investors.  The Parma Court also directed those convicted to pay
creditors 5% of the nominal value of the shares or bonds that
they had bought in Parmalat.

An independent Italian consumer watchdog, Codacon, slammed the
acquittal of the four banks asserting that the verdict is an
affront to over 100,000 people who lost their savings,
adnkronos.com said in an April 19 report.  The group said it will
act as plaintiff alongside the more than 100,000 investors in
Parmalat in a legal challenge to the recent court ruling, the
report said.

                        About Parmalat S.p.A.

Headquartered in Milan, Italy, Parmalat S.p.A. --
http://www.parmalat.net/-- sells nameplate milk products that can
be stored at room temperature for months.  It also has about 40
brand product lines, which include yogurt, cheese, butter, cakes
and cookies, breads, pizza, snack foods and vegetable sauces,
soups and juices.

Parmalat S.p.A. and its Italian affiliates filed separate
petitions for Extraordinary Administration before the Italian
Ministry of Productive Activities and the Civil and Criminal
District Court of the City of Parma, Italy on Dec. 24, 2003.  Dr.
Enrico Bondi was appointed Extraordinary Commissioner in each of
the cases.  The Parma Court declared the units insolvent.

On June 22, 2004, Dr. Bondi, on behalf of the Italian entities,
sought protection from U.S. creditors by filing a petition under
Sec. 304 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
04-14268).

Parmalat's U.S. operations filed for Chapter 11 protection on
Feb. 24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139).  Gary Holtzer,
Esq., and Marcia L. Goldstein, Esq., at Weil Gotshal & Manges LLP,
represented the U.S. Debtors.  When the U.S. Debtors filed for
bankruptcy protection, they reported more than US$200 million in
assets and debts.  The U.S. Debtors emerged from bankruptcy on
April 13, 2005.

Three special-purpose vehicles established by Parmalat S.p.A. --
Dairy Holdings Ltd., Parmalat Capital Finance Ltd., and Food
Holdings Ltd. -- commenced separate winding up proceedings before
the Grand Court of the Cayman Islands.  Gordon I. MacRae and James
Cleaver of Kroll (Cayman) Ltd. were appointed liquidators in the
cases.  On Jan. 20, 2004, the Liquidators filed a Sec. 304
petition (Bankr. S.D.N.Y. Case No. 04-10362).  Gregory M. Petrick,
Esq., at Cadwalader, Wickersham & Taft LLP, and Richard I. Janvey,
Esq., at Janvey, Gordon, Herlands Randolph, represented the
Finance Companies in the Sec. 304 case.

The Honorable Robert D. Drain presided over the Parmalat Debtors'
U.S. cases and Sec. 304 cases.  In 2007, Parmalat obtained a
permanent injunction in the Sec. 304 cases.


PAUL TRANSPORTATION: Has Until June 14 to Decide on Leases
----------------------------------------------------------
The Hon. Niles Jackson of the U.S. Bankruptcy Court for the
Western District of Oklahoma has extended, at the behest of Paul
Transportation, Inc., the time within which the Debtor will assume
or reject unexpired leases of non-residential real property under
which the Debtor is the lessee until June 14, 2011.

The affected leases are: (i) lease dated Sept. 1, 2010, with East
End Equipment Sales, Inc., for the Debtor's service terminal in
Houston, Texas; (ii) lease dated Oct. 14, 2009, with Majors
Investments, for the Debtor's service terminal in Oklahoma City;
and (iii) real estate lease dated Nov. 1, 2007, with Messers
Bowers Company, for the Debtor's headquarters in Enid, Oklahoma.

The Debtor doesn't want to create significant, unnecessary,
administrative expenses, which could occur if the Debtor
improvidently assumes the leases.  The Debtor also doesn't want to
lose the benefits of the leases.  The Debtor said that if the
leases were deemed rejected by a failure to assume them timely,
the deemed rejection would result in a significant loss of value
to the estate.  The extension requested would permit the Debtor to
avoid all of the potentially adverse consequences.

                     About Paul Transportation

Enid, Oklahoma-based Paul Transportation Inc. provides flatbed
transportation services across the lower 48 states.  The Debtor
hauls a variety of goods, including pipe, steel, wallboard, coils,
paper, lumber and other products used in the construction and oil
and gas industries.  The Debtor maintains service terminals in
Oklahoma City, Oklahoma; Houston, Texas; and Fort Dodge,Iowa.
Troy Paul is the Debtor's sole shareholder, officer and
stockholder.  The Debtor employs 142 people.  In addition, the
Debtor also contracts with approximately 67 independent owner-
operator drivers.

Paul Transportation filed for Chapter 11 bankruptcy protection
(Bankr. W.D. Okla. Case No. 10-13022) on May 18, 2010.  Matthew C.
Goodin, Esq., and Stephen W. Elliott, Esq., at Kline, Kline,
Elliott & Bryant, assist the Debtor in its restructuring effort.

Lyle R. Nelson, Esq., L. Vance Brown, Esq., Eric Huddleston, Esq.,
an Karolina D. Roberts, Esq., at Elias, Books, Brown & Nelson, PC,
represent the Official Committee of Unsecured Creditors.

In its schedules, the Debtor reported $38,249,443 in total assets
and $23,535,843 in total liabilities.


PHI GROUP: Amends FY2010 Form 10-Q to Correct Errors
----------------------------------------------------
PHI Group, Inc., filed on April 11, 2011, an amendment to its
annual report on Form 10-K for the fiscal year ended June 30,
2010.

In consultation with its independent registered public accounting
firm, the Company concluded that there were errors in its
financial statements for the fiscal years ended June 30, 2009, and
June 30, 2010, as well as errors in certain of the interim
financial statements for those years, and that the financial
statements needed to be restated.  The errors include the
following:

  -- The Company determined that the investment in one of its
     subsidiaries, Catalyst Resource Group (formerly known as
     Jeantex Group, Inc.) should be written off for the year ended
     June 30, 2009.

  -- The Company determined that minority interests in certain
     subsidiaries need to be re-allocated for these years ended
     June 30, 2009, and June 30, 2010.

The Company reported a net loss of $3.57 million on $83,990 of
revenue for fiscal 2010, compared with a net loss of $8.44 million
on $2.01 million of revenue for fiscal 2009.

At June 30, 2010, the Company's balance sheet showed $1.03 million
in total assets, $8.14 million in total liabilities, and a
stockholders' deficit of $7.11 million.

Kabani & Company, Inc., in Los Angeles, expressed substantial
doubt about PHI Group's ability to continue as a going concern,
following the Company's results for the fiscal year ended June 30,
2010.  The independent auditors noted that the Company
Company has accumulated deficit of $26,999,492 and net loss
amounting $3,568,438 for the year ended June 30, 2010.  "In
addition, the company has a development project that will expire
if not renewed by requisite authorities.'

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

                       http://is.gd/FUjNuv

                         About PHI Group

Huntington Beach, Calif.-based PHI Group, Inc.
-- http://www.phiglobal.com/-- through its wholly-owned and
majority-owned subsidiaries engages in a number of diverse
business activities including consulting, merger and acquisition
advisory services, real estate development, mining, and
independent energy and maintains minority interests in various
companies operating in the areas of infrastructure, construction,
natural resources, finance, manufacturing, services and retail.
The Company provides financial consultancy and M&A advisory
services to U.S. and foreign companies and invests in selective
businesses that may create long-term shareholder value.


PHILADELPHIA ORCHESTRA: Launches Campaign to Raise Funds
--------------------------------------------------------
Rachel Feintzeig, writing for Dow Jones' Daily Bankruptcy Review,
reports that The Philadelphia Orchestra Association launched its
"Listen with Your Heart" campaign immediately after filing for
bankruptcy to raise funds.

"We are at a crossroads," the orchestra said on its Web site,
according to DBR. "And we ask the citizens of Philadelphia to join
with us as we fight for this cultural institution -- an icon that
has helped define this city's greatness."

Immediately to the right, readers are invited to purchase tickets
to an upcoming concert or just donate directly, DBR relates.

"Your donations to the orchestra ensure that this great
organization continues to make beautiful music," the Web site
says.

                   About Philadelphia Orchestra

The Philadelphia Orchestra -- http://www.philorch.org/-- claims
to be among the world's leading orchestras.  Previous conductors
include Fritz Scheel (1900-07), Carl Pohlig (1907-12), Leopold
Stokowski (1912-41), Eugene Ormandy (1936-80), Riccardo Muti
(1980-92), Wolfgang Sawallisch (1993-2003), and Christoph
Eschenbach (2003-08).  Charles Dutoit is currently chief
conductor, and Yannick Nezet-Seguin has assumed the title of music
director designate until he takes up the baton as The Philadelphia
Orchestra's next music director in 2012.

The Philadelphia Orchestra Association, The Academy of Music of
Philadelphia, Inc., and Encore Series, Inc., filed separate
Chapter 11 petitions (Bankr. E.D. Pa. Case Nos. 11-13098 to
11-13100) on April 16, 2011.  Judge Eric L. Frank presides over
the case.  The Philadelphia Orchestra Association is being advised
by Dilworth Paxson LLP, its legal counsel, and Alvarez & Marsal,
its financial advisor.  In its petition, Philadelphia Orchestra
estimated $10 million to $50 million in assets and debts.


PLATINUM STUDIOS: Incurs $9.94 Million Net Loss in 2010
-------------------------------------------------------
Platinum Studios, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K reporting a net
loss of $9.94 million on $2.27 million of revenue for the year
ended Dec. 31, 2010, compared with a net loss of $3.38 million on
$292,940 of revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $10.47 million
in total assets, $26.99 million in total liabilities and a $16.52
million shareholders' deficit.

HJ Associates & Consultants, LLP, in Salt Lake City, Utah,
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 which have resulted in an
accumulated deficit.

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

                      About Platinum Studios

Los Angeles, Calif.-based Platinum Studios, Inc., controls a
library consisting of more than 5,000 characters and is engaged
principally as a comics-based entertainment company adapting
characters and storylines for production in film, television,
publishing and all other media.


POINT BLANK: Creditors File Motion to Vacate Financing Order
------------------------------------------------------------
BankruptcyData.com reports that Point Blank Solutions' official
committee of unsecured creditors filed with the U.S. Bankruptcy
Court a motion for an order vacating the Debtors' interim and
final D.I.P. financing orders.

BData says the committee alleges that there are facts not
disclosed to the Court that involve "conflicts of interest and
self-dealing, bad faith, breaches of fiduciary duty and abuse of
the bankruptcy process by Privet and Prescott, two former members
of the original equity committee, that negotiated both the
replacement DIP facility and first PSA for their individual
pecuniary benefit while purporting to also represent the interests
of equity holders - one of them as Chair and both as members of
the original equity committee."

The Court scheduled a May 17, 2011 hearing on the matter.

                           About Point Blank

Headquartered in Pompano Beach, Florida, Point Blank Solutions,
Inc. -- http://www.pointblanksolutionsinc.com/-- designs and
produces body armor systems for the U.S. Military, Government and
law enforcement agencies, as well as select international markets.
The Company maintains facilities in Pompano Beach, Florida, and
Jacksboro, Tennessee.

The Company's former chief executive officer and chief operating
officer were convicted in September 2010 of orchestrating a
$185 million fraud.

Point Blank Solutions, formerly DHB Industries, filed for
Chapter 11 protection (Bankr. D. Del. Case No. 10-11255) on
April 14, 2010.  Laura Davis Jones, Esq., and Timothy P. Cairns,
Esq., at Pachulski Stang Ziehl & Jones LLP, serve as bankruptcy
counsel to the Debtor.  Olshan Grundman Frome Rosenweig & Wolosky
LLP serves as corporate counsel.  T. Scott Avila of CRG Partners
Group LLC is the restructuring officer.  Epiq Bankruptcy Solutions
serves as claims and notice agent.

The U.S. Trustee has appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Equity Security
Holders in the case.  The Equity Committee has tapped Morrison
Cohen LLP, and The Bayard, P.A., as counsel.  Robert M. Hirsh,
Esq., and Heike M. Vogel, Esq., at Arent Fox LLP, serve as counsel
to the Creditors Committee, and Frederick B. Rosner, Esq., and
Brian L. Arban, Esq., at Messana Rosner & Stern LLP, serve as
co-counsel.


PREMIUM DEV'T: Court Moves Hearing to Dismiss Case to May 5
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Washington
continued the hearing until May 5, 2011, at 10:00 a.m., the motion
of U.S. Trustee, Robert D. Miller, Jr., to convert to Chapter 7,
or in the alternative, dismiss the bankruptcy case of Premium
Development LLC.

The U.S. Trustee provided these reasons for his request:

   (a) Failure to file plan and disclosure statement;
   (b) Failure to file operating reports;
   (c) Delay in prosecuting the case to a confirmed plan;
   (d) Failure to file required reports of sale; and
   (e) Inability to propose a feasible plan and continuing loss
       to the estate.

The U.S. Trustee also requested the inclusion of certain language
in the order converting or dismissing the case, which would
provide that the Debtor should pay to the U.S. Trustee all fees
payable under Section 1930(a)(6) of the Judiciary and Judicial
Procedure Code.

                  About Premium Developments LLC

East Wenatchee, Washington-based Premium Developments, LLC, filed
for Chapter 11 bankruptcy protection (Bankr. E.D. Wash. Case No.
09-06746) on Dec. 4, 2009.  Allan L. Galbraith, Esq., at Davis
Arneil Law Firm LLP assists the Debtor in its restructuring
effort.  The Company estimated its assets and liabilities at
$10 million to $50 million.


RASER TECHNOLOGIES: Incurs $101.80 Million Net Loss in 2010
-----------------------------------------------------------
Raser Technologies, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K reporting a net
loss of $101.80 million on $4.24 million of revenue for the year
ended Dec. 31, 2010, compared with a net loss of $20.90 million on
$2.19 million of revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $41.84 million
in total assets, $107.78 million in total liabilities, $5.00
million in Series A-1 cumulative convertible preferred stock and
a $70.94 stockholders' deficit.

Hein & Associates LLP, in Denver, Colorado, 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, has used
significant cash for operating activities since inception, has
significant notes payable coming due in 2011, and has a lack of
sufficient working capital.

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

                        http://is.gd/gzmsJy

                      About Raser Technologies

Provo, Utah-based Raser Technologies, Inc. (NYSE: RZ)
-- http://www.rasertech.com/-- is an environmental energy
technology company focused on geothermal power development and
technology licensing.  Raser's Power Systems segment develops
clean, renewable geothermal electric power plants with one
operating plant in southern Utah and eight active and early stage
projects in four western United States: Utah, New Mexico, Nevada
and Oregon, as well as a concession for 100,000 acres in
Indonesia.  Raser's Transportation and Industrial segment focuses
on extended-range plug-in-hybrid vehicle solutions and using
Raser's award-winning Symetron(TM) technology to improve the
torque density and efficiency of the electric motors and drive
systems used in electric and hybrid-electric vehicle powertrains
and industrial applications.

Raser Technologies did not make the $2.2 million semi-annual
interest payment due Oct. 1, 2010, on its 8% Convertible Senior
Notes Due 2013.

The Company satisfied the semi-annual interest payment obligation
after receiving $1.10 million from the Thermo No. 1 plant escrow
funds and $1.15 million from a loan with Evergreen Clean Energy,
LLC, late in October 2010.


RAMEY HOSPITALITY: Case Summary & 14 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Ramey Hospitality Group, Inc.
        dba La Cima Hotel & Suites
        P.O. Box 250269
        Aguadilla, PR 00604

Bankruptcy Case No.: 11-03272

Chapter 11 Petition Date: April 18, 2011

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

Debtor's Counsel: Victor Gratacos Diaz, Esq.
                  VICTOR GRATACOS-DIAZ LEGAL OFFICE
                  P.O. Box 7571
                  Caguas, PR 00726
                  Tel: (787) 746-4772
                  E-mail: vgratacd@coqui.net

Scheduled Assets: $4,119,485

Scheduled Debts: $5,453,216

A list of the Company's 14 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/prb11-03272.pdf

The petition was signed by Luis Alvarez Cabrera, president.


RANCHO MALIBU: Court Sets Disclosure Statement Hearing on May 10
----------------------------------------------------------------
Rancho Malibu, LLC filed with the U.S. Bankruptcy Court for the
Central District of California a Chapter 11 Liquidating Plan of
Reorganization and explanatory Disclosure Statement.

Judge Geraldine Mund will consider adequacy of the Disclosure
Statement on May 10, 2011 at 10:00 a.m. in Woodland Hills,
California.

Under the Plan, the Debtor will distribute $125,000 in cash
proceeds, which it received from a Court-approved global
settlement entered with its former secured creditor, East West
Bank.  The Plan also provides that, in exchange for the agreement
of REB Malibu, LLC and Manhattan Partners, LLC, to not assert:

   (a) administrative priority claims for the amounts advanced to
       fund the costs of administering the Debtor's Chapter 11
       case, including attorneys' fees and costs of the Debtor's
       counsel, which totaled more than $160,000; or

   (b) general unsecured claims totaling more than $2,600,000, the
       Debtor will assign and transfer to REB and Manhattan
       Partners, LLC, the Debtor's two members, all of the
       Debtor's right, title and interest in, to and arising out
       of all assets of every kind relating directly or indirectly
       to the development or land use entitlements related to the
       Property formerly owned by the Debtor.

The Property was foreclosed on by EWB in accordance with the RM
Settlement Agreement.  If the member claims are allowed and not
waived, the Chapter 11 case will be administratively insolvent and
the general unsecured creditors will not receive a distribution.

Under the Plan, creditors will receive their distributions within
45 days following the effective date of the Plan.

There are no secured claims against the Debtor.  Holders of Class
1 General Unsecured Claims are entitled to vote on the Plan and
will receive on a pro rata basis, all funds remaining after
payment of administrative costs.  The amount available for
distribution is estimated to be $100,000.  Class 2 Interests is
deemed to reject the Plan.  The Members' equity interests and all
related rights and duties under the Debtors' Operating Agreement,
as amended, will be terminated.

A full-text copy of Rancho Malibu's Disclosure Statement is
available for free at:

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

Malibu, California-based Rancho Malibu, LLC, filed for Chapter 11
protection on July 6, 2010 (Bankr. C.D. Calif. Case No. 10-18138).
Weintraub & Selth, APC, represents the Debtor.  The Debtor
estimates assets and debts at $10 million to $50 million.

The Debtor is represented by:

   David J. Weintraub
   WEINTRAUB & SELTH, APC
   11766 Wilshire Boulevard, Suite 1170
   Los Angeles, California 90025
   Tel. No.: (310) 207-1494
   Facsimile: (310) 442-0660
   E-mail: dan@wsrlaw.com


RAY ANTHONY: To Sell Assets Encumbered by United Bank Interests
---------------------------------------------------------------
Ray Anthony International, LLC, is seeking to sell certain assets
encumbered by security interests of United Bank, Inc.

United Bank has consented to the sale of the encumbered assets.

The U.S. Bankruptcy Court for the Western District of Pennsylvania
is set to convene a hearing on April 21, 2011, to consider the
Debtor's request.

West Mifflin, Pennsylvania-based Ray Anthony International, Inc.,
filed for Chapter 11 bankruptcy protection (Bankr. W.D. Pa. Case
No. 10-26576) on Sept. 15, 2010.  The Debtor estimated assets
and debts at $50 million to $100 million as of the Chapter 11
filing.  Affiliate Ray G. Anthony filed a separate Chapter 11
petition (Bankr. W.D. Pa. Case No. 10-26552) on Sept. 14, 2010.


ROBB & STUCKY: Collier Lenders Not Entitled to Adequate Protection
------------------------------------------------------------------
Judge Caryl E. Delano of the U.S. Bankruptcy Court for the Middle
District of Florida denied without prejudice CIRS Financing LLC
and CIRS Management LLC's request for adequate protection as a
secured lender of Robb & Stucky Limited LLP.

CIRS Financing and CIRS Management, collectively referred to as
the Collier Lenders, averred that they are properly perfected
secured second lien lenders of the Debtor and are owed more than
$14.6 million.

The Collier Lenders specifically sought that (i) they be granted a
blanket replacement lien over all assets of the Debtor, (ii) the
Debtor be prohibited from incurring expenditure that would
diminish the Collier Lenders' recovery from their prepetition
collateral, and (iii) the Court clarify their entitlement to
superpriority administrative expense claims pursuant to Section
507(b) of the Bankruptcy Code.

The Collier Lenders expressed concern that the continued existence
of the Debtor's postpetition facility will limit their right (x)
to receive interim payment of the sale proceeds, and (y) to
affirmative oversight of the Debtor's use of the cash collateral.

Judge Delano didn't agree with the Collier Lenders' contentions
for reasons stated in open court.

The Debtor, Wells Fargo Bank, N.A., and the Official Committee of
Unsecured Creditors filed formal objections to the lenders'
request.

                       About Robb & Stucky

Sarasota, Florida-based Robb & Stucky Limited LLLP -- dba Robb &
Stucky; Robb & Stucky Interiors; Fine Design Interiors, a division
of Robb & Stucky; Robb & Stucky Patio; R&S Home of Fine
Decorators; and Home of Fine Design by Robb & Stucky -- is a
retailer of upscale, high-end, interior-design-driven home
furnishings in the U.S.  It filed for Chapter 11 bankruptcy
protection on Feb. 18, 2011 (Bankr. M.D. Fla. Case No. 11-02801).
Paul S. Singerman, Esq., and Jordi Guso, Esq., at Berger Singerman
PA, serve as the Debtor's bankruptcy counsel.  FTI Consulting,
Inc., is the Debtor's advisor and Kevin Regan is the Debtor's
chief restructuring officer.  Bayshore Partners, LLC, is the
Debtor's investment banker.  AlixPartners, LLP, serves as the
Debtor's communications consultants.  Epiq Bankruptcy Solutions,
LLC, serves as the Debtor's claims and notice agent.  In its
schedules, the Debtor disclosed $77,705,081 in assets and
$91,859,125 in liabilities as of the Chapter 11 filing.


RW LOUISVILLE: Files Amended Outline for Plan of Reorganization
---------------------------------------------------------------
Louisville Hotel Associates, LLC, delivered to the U.S. Bankruptcy
Court for the Western District of Kentucky a first amended
disclosure statement for its Plan of Reorganization.

The Plan proposes to pay the Debtor's pre-bankruptcy lender in
full and pay substantially more to all creditors than would be
paid under a liquidation proceeding.

The Debtor's pre-bankruptcy loan refers to a $18.5 million loan
extended by registered holders of DLJ Commercial Mortgage Corp.,
Commercial Mortgage Pass-Through Certificates, Series 1998-CF2, to
enable the Debtor's predecessor to acquire a hotel property in May
1998.  The current holder of the loan is Wells Fargo Bank,
National Association, as successor by merger to Northwest Bank
Minnesota, National Association, as trustee for DLF Mortgage
holders.  The Noteholder/Lender acts through ORIX Capital Markets,
LLC, in its capacity as special servicer.

The Plan designates classes of claims asserted against it.  They
are Class 1 - Noteholder's $14 million secured claim; Class 2 - De
Minimis Claims; Class 3 - General Unsecured Claims; Class 4
Essential Vendor Claim; Class 5 - Advance Payment Claims; Class 6
- Priority Claims; and Class 7 - Noteholder's Deficiency Claim.

A full-text copy of the First Amended Disclosure Statement is
available for free at:

   http://bankrupt.com/misc/RWLouisville_1stAmenddDS.pdf

                      About RW Louisville

Louisville, Kentucky-based RW Louisville Hotel Associates, LLC,
aka Holiday Inn Hurstbourne, owns a hotel property located at 1325
South Hurstbourne Parkway, Louisville, Kentucky 40222.  It is an
independent franchisee of InterContinental Hotels Group and
operates a 271-room full-service Holiday Inn on the Real Property
and employs approximately 110 employees.

RW Louisville filed for Chapter 11 protection on October 8, 2010
(Bankr. W.D. Ky. Case No. 10-35356).  Emily Pagorski, Esq., and
Lea Pauley Goff, Esq., at Stoll Keenon Ogden PLLC, assist RW
Louisville in its restructuring effort.  RW Louisville estimated
its assets and debts at $10 million to $50 million at the Petition
Date.


SATELITES MEXICANOS: Investors Want 12% Yield on US$325MM Bonds
---------------------------------------------------------------
Moody's Investors Service says that Satelites Mexicanos, S.A. de
C.V., will sell US$325 million of five-year bonds abroad.
According to Moody's, most of the proceeds from the new notes will
be used to repay US$238 million in outstanding first priority
senior secured debt and, along with cash on hand and cash flow
from operations, fund the final construction and launching of
Satmex 8 (US$186 million).

Andres R. Martinez and Jonathan J. Levin at Bloomberg News report
that Satmex may pay the highest yield on a dollar bond offering by
a Mexican company since July 2009, when Servicios Corporativos
Javer SAPI paid 13%.  Bloomberg News relates that Roberto Sanchez-
Dahl, who oversees $1 billion of emerging-market debt at Federated
Investment Management Co., said that investors will demand a yield
as high as 12% on the overseas bonds, while a person familiar with
the terms of the sale said that Satmex is seeking a yield of 9% to
9.5%.

                         About Satmex SAB

Satelites Mexicanos, S.A. de C.V., (Satmex) is a Mexico-based
provider of fixed satellite services in the Americas, with
coverage to more than 90% of the population to the Americas,
including more than 45 nations and territories.  Satmex also
provides Latin American television programming in the United
States.

One of only two privately managed FSS providers based in Latin
America, Satmex has a fleet comprised of three satellites.  Satmex
5 and Satmex 6 generate the adjusted EBITDA for Satmex.  A third
satellite, Solidaridad 2, is inclined orbit but does not generate
any adjusted EBITDA.  Construction of Satmex 8 is expected to be
completed by July 2012.  Satmex also intends to pursue plans for a
new satellite, to be named Satmex 7.

Satmex filed for Chapter 11 bankruptcy protection on April 6, 2011
(Bankr. D. Del. Case No. 11-11035).

Affiliates Alterna'TV International Corporation (Bankr. D. Del.
Case No. 11-11034) and Alterna'TV Corporation (Bankr. D. Del. Case
No. 11-11033) simultaneously filed separate Chapter 11 petitions.

Victoria Watson Counihan, Esq., at Greenberg Traurig, LLP, serves
as the Debtor's bankruptcy counsel.  Lazard Freres & Co. LLC is
the Debtors' investment banker.  Ernst & Young LLP is the Debtors'
financial advisor.  Rubio Villegas & Asociados, S.C., serves as
the Debtors' special Mexican corporate and regulatory counsel.

Jefferies & Company, Inc., is the financial advisor to supporting
2nd lien noteholders.  Ropes & Gray LLP is the U.S. counsel to
supporting 2nd lien noteholders.  Cervantes Sainz serves as
Mexican counsel to supporting 2nd lien noteholders.

Dechert LLP is the U.S. counsel to supporting holders of first
priority notes.  Galicia Abogados, S.C., is the Mexican counsel to
supporting holders of first priority notes.

Bracewell & Giuliani LLP is the U.S. counsel to Series B.
Directors.  Kuri Brena Sanchez Ugarte Y Aznar is Mexican counsel
to Series B. Directors.

Morgan, Lewis & Bockius LLP is the U.S. counsel for SCT for Mexico
Government.  Casares, Castelazo, Frias, Tenorio Y Zarate, SC, is
the Mexican counsel for SCT for Mexico Government.  Detente Group
is the financial advisor for SCT for Mexico Government.

Latham & Watkins LLP is the U.S. counsel to Jefferies Finance.
Creel, Garcia-Cuellar, Aiza Y Enriquez is the Mexican counsel for
Jefferies.

The Debtors disclosed $441.6 million in total assets and
$531.6 million in total debts as of March 23, 2011.

In its schedules, Satmex disclosed $393,427,253 in total assets
and $457,699,978 in total debts.


SATELITES MEXICANOS: Moody's Puts (P) B3 Rating on Proposed Notes
-----------------------------------------------------------------
Moody's assigned a (P) B3 foreign currency corporate family
rating to Satelites Mexicanos, S.A. de C.V.  At the same time,
Moody's assigned a (P) B3 foreign currency senior secured
rating to Satmex's proposed offering of US$325 million in new
notes due 2017.  Most of the proceeds from the new notes will
be used to repay US$238 million in outstanding first priority
senior secured debt and, along with cash on hand and cash flow
from operations, fund the final construction and launching of
Satmex 8 (US$186 million).  The ratings were assigned on a
provisional basis pending the successful issuance of the proposed
notes and final documentation.  The ratings outlook is stable.

Ratings assignment

  -- Sr. Secured US$325 million global bonds due in 2017,
     Assigned (P) B3

Ratings Rationale

"The (P) B3 rating on Satmex and its global notes reflects the
company's small annual revenue size of US$129 million and high
operating risk arising from the construction and launching of a
new satellite to replace the expiring Satmex 5, which was
responsible for 39% of revenues in 2010", said Nymia Almeida,
Vice President and senior analyst at Moody's. Insurance related
to the new replacement satellite will be purchased, as per
industry practices, prior to 6 months from launching.  Mitigating
this execution risk is the fact that 1) the satellite construction
company, Loral, will be responsible for the delivery of the
satellite on time; 2) so far, Satmex 8's construction process has
evolved with no delays, in part because of the low level of
complexity of this type of satellite; and 3) if Satmex 8 is
delayed, Satmex 5 could be placed into inclined orbit to extend
its useful life and continue to generate between 70% and 80% of
current revenues.  If Satmex 8 fails upon launch, bondholders will
be repaid from insurance proceeds.

The ratings also reflect a high customer concentration risk
since, in 2010, Satmex generated 17% of its revenues from Hughes,
which has been increasing its own transponders capacity and may
gradually need less services from Satmex.  In addition, there
are competitive pressures from stronger satellite service
providers as well as from telecom operators.  Mitigating these
credit negatives is high customer switching costs and growing
demand for communications transmission services in Satmex's
footprint.  In addition, the company's strong EBITDA margins at
around 70% and adequate capital structure, with adjusted leverage
ratio estimated to reach 3.7 times in late 2011, pro-forma for the
new notes and financial restructuring, also mitigate high customer
concentration and competitive pressures.

The new notes will be senior secured and the sole debt of the
company.  The security package consists of substantially all
assets of Satmex.  The new offering is part of a financial
restructuring and will allow Satmex to repay outstanding debt
(US$238 million) and, along with cash on hand and cashflow from
operations, fund the remaining construction and launching of
Satmex 8 (US$186 million).  The restructuring consists also of
retiring US$197.9 million in second priority senior secured notes
by converting such notes to equity in a reorganized Satmex, plus
allowing such holder to participate in an equity rights offering
for up to US$96 million.  Pro forma for the new notes, Satmex's
capital structure will be composed of US$316 million in
shareholders' equity and US$325 million in debt (the proposed
notes) due in 2017.  This new funding structure provides for a
comfortable debt maturity profile as well as partially funding the
final construction and launching of Satmex 8.

Satmex's US$129 million in revenues is small compared to its
peers.  Because Satmex operates only 3 satellites, its revenues
are concentrated in a few sources and is exposed to potential
satellite malfunctions.  This risk is partially mitigated by
insurances that cover partial or total damages to two satellites.

The company's operating risk is high. Satmex has 3 satellites
(Solidaridad 2, Satmex 5 and Satmex 6) and Satmex 5's useful life
expires in late 2012.  Its replacement, Satmex 8, has been under
construction since mid 2010 and is scheduled to be launched in
August 2012.  While it is certain that Satmex 8's capacity will be
45% higher than that of Satmex 5, from now to the end of 2012
bondholders will run the risk of failure at Satmex 5. Satmex 5 is
currently insured for only US$90 million, providing for limited
resources to bondholders in case of total damage.  In addition,
bondholders will take the risk that Satmex 8 is appropriately put
into orbit and start delivering revenues upon schedule. It should
be noted that most existing Satmex 5 customers will by contract
roll over to Satmex 8 assuming a timely launch.

Long term growth prospects for the satellite industry are
favorable as broadband access needs continue to grow, which will
demand increasing transmission capacity for both broadcast and
telecommunications customers.  Particularly regarding broadband
access, governments in the region are generally committed to
providing "broadband access to all" by 2015, as per agreement with
ITU, the United Nation's agency for information and communication
technology issues (current average broadband access in Latin
America is at about 25%).  Satmex's operating footprint is also a
plus since Latin America is, and should continue to be, for the
foreseeable future, in an economic growth mode.

However, competition from larger and sometimes better capitalized
satellite service providers may suppress Satmex pricing power and
limit its cash flow generation.  For instance, Intelsat
Corporation has more than 50 satellites, of which more than 30
serve the Americas market.  SES has a fleet of 40 satellites, of
which more than 20 totally or partially serve the Americas. Other
competitors include Telesat Canada, Grupo Hispasat, Hispamar, and
Star One, owned by Embratel.  Satmex also faces competition from
land-based telecommunications service providers such as telecom
operators: fiber optic service providers can generally offer
services at a lower cost than satellite companies for point-to-
point applications.

But, because demand for data and video broadcasting is expected to
grow steadily, Satmex's main risk is that a satellite suffers
permanent damage, for which the company contracts insurances.  It
is favorable to the company that customer switching costs are high
since key clients have tens of thousands of satellite dishes
pointed at Satmex's satellites and repositioning of each dish
would result in significant costs and possible disruption of
customers' business-critical functions.  The company also has
limited geographic concentration of revenues: in 2010, revenues
were broken down by 37% from the U.S., 31% from Mexico, 25% from
South America and 7% from Central America and the Caribbean.

Pro forma for the new notes, Satmex has an adequate liquidity
profile.  When the debt and equity restructuring is completed,
which is expected to take place in May 2011, Satmex's liquidity
will be adequate with all of its debt due in the long term.
Capital expenditures required to finish the construction and
launch Satmex 8, in the amount of US$186 million across 2011 and
2012, will be funded with proceeds from the proposed notes and
Satmex cash flows.  If all goes well with the launching of Satmex
8, as expected, Satmex should be able to provide significant
EBITDA contribution in excess of current Satmex 5 EBITDA
contribution due to the incremental transponder capacity; if
delays occur, Satmex 5 could be placed in inclined orbit to
significantly extend its useful life and, together with the cash
flow generated by Satmex, provide for enough cash to pay
intereston the new Notes.

Going forward, Moody's believes that the company will choose to
accumulate cash for the construction and launching of Satmex 7,
which will replace Solidaridad 2, most probably starting in 2017.
New satellites generally cost approximately US$350 million in
design, construction, launching and insurance costs.

The stable ratings outlook is based on Moody's belief that
i) Satmex will be able to sustain current operating margins and
ii) the launching of Satmex 8 will be successful and the transfer
of customers from satellite Satmex 5 to Satmex 8 will occur within
3 months from launching and without major service or commercial
disruptions.

A ratings upgrade is expected if Satmex maintains current strong
operating performance and Satmex 8 not only operates as expected
but provides for meaningful additional revenues and EBITDA.  For
an upgrade to occur the company should be able to sustain its
competitiveness and EBITDA margins at least at current levels.

Satmex' ratings could be downgraded if any of the construction,
launching or operation of Satmex 8 fails, and the extension of
Satmex 5's useful life is not a viable alternative to sustain the
company's revenues close to current levels.

Satmex is a privately-owned Mexican satellite operator providing
fixed satellite services (standard c- and Ku-band services) to
local and international broadcasting and telecom firms as well
as to government-related entities.  Satmex operates three
satellites in geo-synchronous orbital slots allocated to Mexico,
covering 90% of the Americas population.  In 2010, the company's
revenues amounted to about US$129 million, of which fixed
satellite services represented 82%.  Moody's adjusted EBITDA
reached US$93 million, with a 72% adjusted EBITDA margin.
The company has already commenced its prepackaged Chapter 11
bankruptcy case and expects that the proposed notes, together
with the balance sheet restructuring recapitalization plan will be
approved by the court in the following weeks.  The restructuring
plan has already been accepted by the classes of creditors
representing Satmex's first priority and second priority senior
secured notes.


SBARRO INC: Section 341(a) Meeting Slated for May 5
---------------------------------------------------
The U.S. Trustee for Region 2 will convene a meeting of creditors
of Sbarro Inc. and its debtor-affiliates on May 5, 2011, at 3:30
p.m., at Office of the United States Trustee for the Southern
District of New York 80 Broad Street, 4th Floor in New York.

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 Sbarro, Inc.

The Sbarro family started its business after moving to Brooklyn,
New York, from Naples, Italy, in 1956.  Today Sbarro is a leading,
global Italian quick service restaurant concept with approximately
5,170 employees, 1,045 restaurants throughout 42 countries, and
annual revenues in excess of $300 million.

Sbarro Inc. sought bankruptcy protection under Chapter 11 (Bankr.
S.D.N.Y. Lead Case No. 11-11527) to eliminate about $200 million
in debt.  Sbarro disclosed assets of $471 million and debt of
$486.6 million as of the Chapter 11 filing.

Sbarro said it has reached an agreement with all of its second-
lien secured lenders and approximately 70% of its senior
noteholders on the terms of a reorganization plan that will
eliminate more than half of the Company's total indebtedness.

Edward Sassower, Esq., and Nicole Greenblatt, Esq., at Kirkland &
Ellis, LLP, serve as the Debtors' general bankruptcy counsel.
Rothschild, Inc., is the Debtors' investment banker and financial
advisor.  PriceWaterhouseCoopers LLP is the Debtors' bankruptcy
consultants.  Marotta Gund Budd & Dzera, LLC, is the Debtors'
special financial advisor.  Curtis, Mallet-Prevost, Colt & Mosle
LLP serves as the Debtors' conflicts counsel.  Epiq Bankruptcy
Solutions, LLC, is the Debtors' claims agent.  Sard Verbinnen & Co
is the Debtors' communications advisor.


SBARRO INC: Court Approves Epiq Bankruptcy as Claims Agent
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Sbarro Inc. and its debtor-affiliates to employ
Epiq Bankruptcy Solutions, LLC, as notice and claims agent, nunc
pro tunc to the Petition Date.

According to the Troubled Company Reporter on April 7, 2011, Epiq
will, among other things:

     (a) notify potential creditors of the filing of the
         bankruptcy petitions and of the setting of the first
         meeting of creditors;

     (b) prepare and serve required notices in the Debtors'
         Chapter 11 cases;

     (c) notify potential creditors of the existence and amount of
         their respective claims as evidenced by the Debtors'
         books and records and as set forth in the schedules; and

     (d) docket all claims received by the Clerk's Office,
         maintain the official claims registers for each Debtor on
         behalf of the Clerk's Office, and provide the Clerk's
         Office with certified duplicate, unofficial Claims
         Registers on a monthly basis, unless otherwise directed.

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

         Clerk                                  $34-$51
         Case Manager (Level 1)                $106-$149
         IT Programming Consultant             $119-$161
         Case Manager (Level 2)                $157-$187
         Senior Case Manager                   $191-$234
         Senior Consultant                       $250

Jason D. Horwitz, Vice President and Senior Consultant of Epiq,
assured the Court that the firm is a "disinterested person" within
the meaning of Section 101(14) of the Bankruptcy Code.

                        About Sbarro, Inc.

The Sbarro family started its business after moving to Brooklyn,
New York, from Naples, Italy, in 1956.  Today Sbarro is a leading,
global Italian quick service restaurant concept with approximately
5,170 employees, 1,045 restaurants throughout 42 countries, and
annual revenues in excess of $300 million.

Sbarro Inc. sought bankruptcy protection under Chapter 11 (Bankr.
S.D.N.Y. Lead Case No. 11-11527) to eliminate about $200 million
in debt.  Sbarro disclosed assets of $471 million and debt of
$486.6 million as of the Chapter 11 filing.

Sbarro said it has reached an agreement with all of its second-
lien secured lenders and approximately 70% of its senior
noteholders on the terms of a reorganization plan that will
eliminate more than half of the Company's total indebtedness.

Edward Sassower, Esq., and Nicole Greenblatt, Esq., at Kirkland &
Ellis, LLP, serve as the Debtors' general bankruptcy counsel.
Rothschild, Inc., is the Debtors' investment banker and financial
advisor.  PriceWaterhouseCoopers LLP is the Debtors' bankruptcy
consultants.  Marotta Gund Budd & Dzera, LLC, is the Debtors'
special financial advisor.  Curtis, Mallet-Prevost, Colt & Mosle
LLP serves as the Debtors' conflicts counsel.  Sard Verbinnen & Co
is the Debtors' communications advisor.


SBARRO INC: US Trustee Forms Five-Member Creditor's Committee
-------------------------------------------------------------
Tracy Hope Davis, the U.S. Trustee for Region 2, appointed five
creditors to serve on an Official Committee of Unsecured Creditors
of Sbarro Inc. and its debtor-affiliates.

The members of the Committee are:

  1. GGP Limited Partnership
     Attn: Julie Minnick Bowden
     110 North Wacker Drive
     Chicago, Illinois 60606
     Tel: (312) 960-2707

  2. Pepsico
     Attn: Mike Bevilacqua
     1100 Reynolds Boulevard
     Winston Salem, NC 27105
     Tel: (336) 896-5577

  3. Performance Food Group, Inc.
     f/k/a Vistar Corporation
     Attn: Bradley W. Boe
     12650 E. Arapahoe Road
     Centennial, CO 80108
     Tel: (303) 662-7121

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

  5. The Bank of New York
     Attn: Martin Feig
     101 Barclay Street
     8 West
     New York, NY 10286
     Tel: (212) 815-5383

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

                        About Sbarro Inc.

The Sbarro family started its business after moving to Brooklyn,
New York, from Naples, Italy, in 1956.  Today Sbarro is a leading,
global Italian quick service restaurant concept with 5,170
employees, 1,045 restaurants throughout 42 countries, and annual
revenues in excess of $300 million.

Sbarro Inc. sought bankruptcy protection under Chapter 11 (Bankr.
S.D.N.Y. Lead Case No. 11-11527) to eliminate about $200 million
in debt.  Sbarro disclosed assets of $471 million and debt of
$486.6 million as of the Chapter 11 filing.

Sbarro said it has reached an agreement with all of its second-
lien secured lenders and approximately 70% of its senior
noteholders on the terms of a reorganization plan that will
eliminate more than half of the Company's total indebtedness.

Edward Sassower, Esq., and Nicole Greenblatt, Esq., at Kirkland &
Ellis, LLP, serve as the Debtors' general bankruptcy counsel.
Rothschild, Inc., is the Debtors' investment banker and financial
advisor.  PriceWaterhouseCoopers LLP is the Debtors' bankruptcy
consultants.  Marotta Gund Budd & Dzera, LLC, is the Debtors'
special financial advisor.  Curtis, Mallet-Prevost, Colt & Mosle
LLP serves as the Debtors' conflicts counsel.  Epiq Bankruptcy
Solutions, LLC, is the Debtors' claims agent.  Sard Verbinnen & Co
is the Debtors' communications advisor.


SBARRO INC: Can Pay Critical Vendors' Claims on Interim Basis
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New
authorized Sbarro, Inc., and its debtor-affiliates, on an interim
basis, to pay certain prepetition claims of critical vendors.

A final hearing is set for April 26, 2011, at 10 a.m., to consider
the Debtors' request.

According to the Troubled Company Reporter on April 7, 2011,
Critical vendors include: (i) food and beverage vendors,
(ii) liquor distributors, (iii) restaurant supply vendors,
(iv) store maintenance service providers, and (v) other essential
service providers.

The Debtors were seeking authority to pay all or a portion of
amounts owing only to a certain class of third-party trade
creditors that are "critical" to maintaining the going-concern
value of the Debtors' business enterprise.  This class of vendors
includes suppliers and service providers that (a) provide unique
and specialized goods to certain of the Debtors' locations that
are otherwise not readily available, (b) provide goods that the
Debtors are unable to procure without incurring significant
migration costs or compromising quality, (c) don't have long-term
written supply contracts such that the vendor could be compelled
to continuing providing goods or services in a timely and cost-
efficient manner without unduly disrupting the Debtors' operations
postpetition, or (d) provide goods to certain of the Debtors'
restaurants in locations that are impossible to replace.

The Debtors sought authority to pay, in their sole discretion
based on their business judgment, up to $1.2 million to Critical
Vendors on account of their prepetition claims on an interim basis
and up to a maximum aggregate amount of $4.7 million to Critical
Vendors on account of their prepetition claims on a final basis.
The Debtors estimate that approximately $3,502,100 (approximately
74.5% of the Critical Vendor Cap) constitutes claims that may be
entitled to administrative priority status.  Because the Debtors
typically pay for the food, products, supplies and services
provided by the Critical Vendors within 20 to 30 days of receipt,
the vast majority of prepetition amounts owed with respect of the
food, products, supplies and services (approximately 93.6%) will
become due and payable, in the ordinary course of business and
consistent with past practice, in the 21 days after the Petition
Date, but the Debtors believe they can manage their trade
relationships through a final hearing on the Motion if they are
provided access to the Interim Critical Vendor Cap.

The Debtors were also requesting authority to pay the prepetition
claims of certain third parties who may be entitled to assert
various lien claims against the Debtors or their property or other
assets if the Debtors fail to pay for prepetition goods or
services, and the Debtors seek immediate authority to pay up to
$25,000 on account of Lien Claims.

To ensure that the Debtors continue to receive a constant supply
of fresh fruits and vegetables postpetition, the Debtors sought
authority to continue to pay in the ordinary course of business
and consistent with their historical practices claims arising, or
of the type, under the Perishable Agricultural Commodities Act of
1930 to those vendors who supply the Debtors with fruit and
vegetables.

In sum, the Debtors requested the foregoing authority subject
to these caps:

                         Estimated
                         Payables as        Interim       Final
                         of the Petition    Relief        Relief
                         Date               Sought        Sought
                         ---------------    --------      ------
Critical Vendor Claims      $4,700,000     $1,200,000   $4,700,000
Lien Claims                    $25,000        $25,000      $25,000
PACA Claims                 $1,285,000            N/A          N/A

To prevent any disruption to the Debtors' operations and to
facilitate a smooth transition into Chapter 11, the Debtors are
seeking an order (a) granting administrative expense priority to
all of the Debtors' undisputed obligations arising from the
acceptance of goods and services subject to certain prepetition
purchase orders outstanding with vendors for goods and services,
the delivery of which has not occurred and will not occur until
after the Petition Date; and (b) authorizing the Debtors to
satisfy the obligations in the ordinary course of business.

                        About Sbarro, Inc.

The Sbarro family started its business after moving to Brooklyn,
New York, from Naples, Italy, in 1956.  Today Sbarro is a leading,
global Italian quick service restaurant concept with approximately
5,170 employees, 1,045 restaurants throughout 42 countries, and
annual revenues in excess of $300 million.

Sbarro Inc. sought bankruptcy protection under Chapter 11 (Bankr.
S.D.N.Y. Lead Case No. 11-11527) to eliminate about $200 million
in debt.  Sbarro disclosed assets of $471 million and debt of
$486.6 million as of the Chapter 11 filing.

Sbarro said it has reached an agreement with all of its second-
lien secured lenders and approximately 70% of its senior
noteholders on the terms of a reorganization plan that will
eliminate more than half of the Company's total indebtedness.

Edward Sassower, Esq., and Nicole Greenblatt, Esq., at Kirkland &
Ellis, LLP, serve as the Debtors' general bankruptcy counsel.
Rothschild, Inc., is the Debtors' investment banker and financial
advisor.  PriceWaterhouseCoopers LLP is the Debtors' bankruptcy
consultants.  Marotta Gund Budd & Dzera, LLC, is the Debtors'
special financial advisor.  Curtis, Mallet-Prevost, Colt & Mosle
LLP serves as the Debtors' conflicts counsel.  Epiq Bankruptcy
Solutions, LLC, is the Debtors' claims agent.  Sard Verbinnen & Co
is the Debtors' communications advisor.


SBARRO INC: Final Hearing on $35MM Financing on April 26
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Sbarro, Inc. and its affiliates to obtain, on an
interim basis, postpetition secured financing from a syndicate of
lenders, led by Cantor Fitzgerald Securities as administrative
agent.

A final hearing is set for April 26, 2011, at 10 a.m., to consider
the Debtors' request to obtain postpetition financing.

According to the Troubled Company Reporter on April 7, 2011, the
DIP Lenders have committed to provide up to (i) $16.5 million
on an interim basis; and (ii) $35 million on a final basis (less
the amount of the initial DIP Loan actually borrowed).

Nicole L. Greenblatt, Esq., at Kirkland & Ellis LLP, explained
that the Debtors need the money to fund their Chapter 11 case, pay
suppliers and other parties.  A copy of the Debtors' DIP financing
agreement is available for free at:

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

The Debtors sought authority to grant the DIP Agent, for its own
benefit and the benefit of the DIP Lenders, senior, first
priority, priming DIP Liens on the Collateral securing, and the
super-priority claims in respect of, the obligations under the DIP
Facility.

The obligations of each loan party under the DIP Facility will be
secured by: (i) a perfected first priority security interest and
lien on all of the assets and property of the loan party; (ii) a
perfected junior security interest and lien on the collateral of
such Loan Party, to the extent that the collateral is subject to
valid, perfected and unavoidable liens that were in existence
immediately prior to the Petition Date, or to valid and
unavoidable liens that were in existence immediately prior to the
Petition Date that were perfected subsequent to the Petition Date;
and (iii) a perfected first priority priming security interest and
lien on the Collateral of the Loan Party, to the extent that the
collateral is subject to the existing liens that secure the
obligations of such Loan Party under the Prepetition First Lien
Facility or the Prepetition Second Lien Facility or to a valid and
enforceable right of setoff by any Prepetition Lender.

The DIP Facility will mature six months after the closing of the
DIP Facility.  At the Debtors' option, the DIP facility may be
extended for an additional three months upon satisfaction of
certain conditions.

The Debtor may elect either: (a) LIBOR plus 7.00% (with a LIBOR
floor of 1.75%) or (b) Base Rate plus 6.00%.  in the event of
default, the Debtors will pay interest rate equal to (a) the Base
Rate plus (b) the Applicable Margin applicable to Base Rate Loans
(i.e., 6.00%) plus (c) 2.00% per annum; provided, however, that
with respect to a Eurodollar Loan, the default rate will be an
interest rate equal to the interest rate (including any Applicable
Margin, i.e., 7.00%) otherwise applicable to such Loan plus 2.00%
per annum.

The DIP Credit Agreement contains these deadlines relating to the
filing of the Chapter 11 plan and disclosure statement, including:

  a. filing of plan of reorganization within 60 days of the
     Petition Date that provides for full payment of
     administrative claims;

  b. entry of order by the Court approving the adequacy of the
     Debtors' disclosure statement for the acceptable plan within
     90 days after the Petition Date;

   c. entry of order by the Court within 170 days of the Petition
      Date confirming the Acceptable Plan; and

   d. consummation of such plan within 180 days of the Petition
     Date (or, if earlier, within 30 days after entry of an order
     confirming the acceptable plan).

The Debtors are required to pay these fees: (i) 0.75% on the
unused portion of the outstanding term loan commitments under the
DIP Facility; (ii) 2.00% of the total amount of the DIP Facility
commitments, payable on the date of closing of the DIP Facility
ratably to each DIP Lender on the basis of its respective
commitments; and (iii) the term loans under the DIP Facility to be
net funded with an original issue discount of 1.00% of the
aggregate principal amount thereof.  The original issue discount
may take the form of an upfront fee.

                      Cash Collateral Use

The Court also allowed the Debtors to use the cash collateral on
an interim basis.

The Debtors have outstanding debt for borrowed money in the
aggregate principal amount of $368.2 million, consisting primarily
of: (a) $172.7 million in secured debt under their first lien
senior secured credit facility, plus $3.5 million in letters of
credit; (b) $34.2 million in secured debt under their Prepetition
Second Lien Facility; plus fees, costs and other charges and (c)
$157.8 million in senior notes (inclusive of the $8 million missed
interest payment in March, 2011).

The Debtors' principal prepetition funded debt obligations arise
under that certain Credit Agreement dated as of Jan. 31, 2007, by
and among Sbarro, as borrower, and Sbarro Holdings, LLC, and
certain of the other Debtors, as guarantors, Cantor Fitzgerald
Securities, as successor administrative agent, and certain lenders
from time to time party thereto, which provided the Debtors with a
$25.0 million revolving line of credit.  All obligations under the
Prepetition First Lien Facility are guaranteed by Holdings as well
as certain of Sbarro's domestic subsidiaries, all of which are
Debtors in these Chapter 11 cases.  The Debtors' obligations under
the Prepetition First Lien Facility, including the guarantees
thereof, are also secured by first priority perfected security
interests in substantially all the assets of Sbarro, as well as
all capital stock of Sbarro, Inc., and its domestic subsidiaries
and up to 65% of the outstanding capital stock of Sbarro's foreign
subsidiaries.

The Debtors have funded debt obligations arising under that
certain Second Lien Credit Agreement dated as of March 26, 2009,
by and among Sbarro, as borrower, certain of the Debtors as
guarantors, Wilmington Trust FSB as successor administrative agent
and collateral agent and certain lenders from time to time party
thereto.  The Prepetition Second Lien Facility provided the debtor
with $25.5 million in secured term loans.  All obligations under
the Prepetition Second Lien Facility are guaranteed by the
Prepetition Guarantors.  The Debtors' obligations under the
Prepetition Second Lien Facility, including the guarantees
thereof, are also secured by second priority perfected liens and
security interests in substantially all the assets and capital
stock of Sbarro and its domestic subsidiaries as well as up to
65% of the outstanding capital stock of Sbarro's foreign
subsidiaries.

Prior to the Petition Date, Sbarro issued $150 million in 10.375%
Senior Notes due 2015.  The Notes are governed by that certain
Indenture dated as of Jan. 31, 2007, by and among Sbarro, as
issuer, certain domestic subsidiaries of Sbarro, as guarantors,
and The Bank of New York, as trustee.  The Notes Indenture
provides that the Notes rank equally in right of payment with all
of the Debtors' existing and future senior indebtedness.  The
Notes are effectively subordinated to all of the Debtors' secured
indebtedness to the extent of the collateral securing such
indebtedness.

In exchange for the cash collateral use, the Debtors will grant:

  a. Prepetition First Lien Lenders: (i) a lien junior to the
     liens securing the DIP Facility on all of the collateral
     securing the DIP Facility; (ii) a superpriority claim,
     immediately junior to the claims under Section 364(c)(1) of
     the U.S. Bankruptcy Code held by the DIP Agent and DIP
     Lenders; (iii) payment of current cash interest at the
     contractual default rate in respect of the First Lien Credit
     Agreement; (iv) payment of all fees and expenses of the
     Prepetition First Lien Agent in accordance with the terms of
     the Interim and final DIP court orders; (v) all written
     information required to be provided to the DIP Agent or DIP
     Lenders; (vi) application of proceeds from asset sales first
     to repayment of unpaid obligations under the Prepetition
     First Lien Facility until such obligations are paid in full
     and second to the repayment of unpaid obligations under the
     Prepetition Second Lien Facility; (vii) compliance with
     certain covenants to be included in the DIP Credit Agreement
     in respect of the achievement of milestones relating to
     confirmation of a Chapter 11 plan of reorganization; and
     (viii) the usual and customary claims, priorities and other
     protections provided to pre-petition secured creditors in
     situations of this kind; and

  b. Prepetition Second Lien Lenders will be entitled to receive
     as adequate protection liens on all of the collateral
     securing the obligations under the DIP Facility that are
     junior to the First Lien Adequate Protection Liens.

The Prepetition Agents and the Prepetition Lenders are entitled to
adequate protection of their interests in the prepetition
collateral, including the cash collateral, for diminution in value
of the collateral securing the obligations under the Prepetition
Facilities, as well as for any decline in, or diminution of, the
value of the Prepetition Lenders' liens or security interests
under the Prepetition Facilities.

                        About Sbarro, Inc.

The Sbarro family started its business after moving to Brooklyn,
New York, from Naples, Italy, in 1956.  Today Sbarro is a leading,
global Italian quick service restaurant concept with approximately
5,170 employees, 1,045 restaurants throughout 42 countries, and
annual revenues in excess of $300 million.

Sbarro Inc. sought bankruptcy protection under Chapter 11 (Bankr.
S.D.N.Y. Lead Case No. 11-11527) to eliminate about $200 million
in debt.  Sbarro disclosed assets of $471 million and debt of
$486.6 million as of the Chapter 11 filing.

Sbarro said it has reached an agreement with all of its second-
lien secured lenders and approximately 70% of its senior
noteholders on the terms of a reorganization plan that will
eliminate more than half of the Company's total indebtedness.

Edward Sassower, Esq., and Nicole Greenblatt, Esq., at Kirkland &
Ellis, LLP, serve as the Debtors' general bankruptcy counsel.
Rothschild, Inc., is the Debtors' investment banker and financial
advisor.  PriceWaterhouseCoopers LLP is the Debtors' bankruptcy
consultants.  Marotta Gund Budd & Dzera, LLC, is the Debtors'
special financial advisor.  Curtis, Mallet-Prevost, Colt & Mosle
LLP serves as the Debtors' conflicts counsel.  Epiq Bankruptcy
Solutions, LLC, is the Debtors' claims agent.  Sard Verbinnen & Co
is the Debtors' communications advisor.


SCOVILL FASTENERS: Files for Chapter 11 For Quick Sale
------------------------------------------------------
Scovill Fasteners Inc. filed a Chapter 11 bankruptcy petition
(Bankr. N.D. Ga. Case No. 11-21650) on April 19 in Gainesville,
Georgia, to quickly sell its assets.

Pending the sale, the Debtors' Chapter 11 case will be financed by
a $22,772,167 postpetition financing facility offered by lenders,
led by General Electric Capital Corp., as agent.  The loans will
mature in four months.  The lenders could also terminate the
financing if the sale of the assets is not approved by June 12,
2011, and if the sale isn't closed by July 1, 2011.

Scovill claims to be an industry leader in the production of high
quality snap fasteners and tack buttons throughout the Western and
Eastern Hemisphere.  Scovill's origins reach back at least to
1802, when a small button making business began in Waterbury,
Connecticut.  At present, its core brand of products include
world-recognized branded products such as Gripper(R),
Duramark(TM), and Dot(R).

Many of Scovill's products are manufactured in the United States
at its 300,000 square foot factory in Clarkesville, Georgia.
Clarkesville is also its corporate headquarters location.  The
majority of Scovill's approximately 222 employees work at the
Clarkesville facility.

Ti Tong Products Ltd. is party to Scovill's key license agreement
under which Gripper(R) products are manufactured throughout Asia.

The Debtor, doing business as Scovill Apparel Fasteners Inc., and
Scovill Manufacturing Co., estimated assets of $10 million to
$50 million and debts of $100 million to $500 million.

As of the Petition Date, Scovill owed lenders in respect of (i)
revolving credit advances of $13,399,686 and $258,441 in accrued
interest and fees; (ii) the term loan B of $10,000,000 and
$575,342 in accrued interest and fees; (iii) the term loan C of
$2,075,000 and $39,041 in accrued interest and fees; (iv) interest
accruing thereon and (v) other costs, fees, expenses, and charges
payable thereunder.  The debts are secured by substantially all of
the Debtors' assets.

Scovill also owed banks $158,855,000 pursuant to a Tranche B
credit facility.  Scovill owed GSCP Recovery Inc. $48,929,000
pursuant to a term loan.  The debts under the Tranche B credit
facility and the Recovery facility are subordinated to all
obligations under the Prepetition Credit Agreement

                  Events Leading to Ch. 11 Filing

Stewart Little, president and chief executive officer, says in a
court filing, that Scovill is currently suffering a liquidity
crisis attributable to losses suffered after the closing of a
China facility in 2009.

In 2004, a wholly owned indirect subsidiary of Scovill opened a
factory in Shenzhen, China. The factory was initially fitted to
manufacture the Duramark(TM) brand.  From the onset, a number of
adverse regulatory and operational hurdles plagued the overseas
facility.  The price of copper rose dramatically but because of
restrictions in Scovill's copper contract it was not able to sell
its copper scrap at market rate.  When Scovill attempted to find
an alternative copper buyer its export license was revoked by
Chinese customs officials as punishment.  Moreover, the primary
raw material vendor to this facility, Poongsan Corporation,
brought suit against this indirect subsidiary to recover its
account receivable.  Poongsan was able to enforce a lien against
the China factory and the Chinese government subsequently seized
control of the factory in 2009.  By the time of this seizure
Scovill had invested approximately $30 million to open and outfit
the factory and fund losses.

Mr. Little relates that in 2008, because of the operational issues
in China, Scovill began to refocus on the capabilities of the
Clarkesville facility.  This focus continued after the closing of
the China facility and the increased efficiency and production
capacity in Clarkesville has significantly reduced Scovill's
selling, general and administrative expenses.  Scovill's overhead
costs were cut considerably by diminishing its manufacturing
presence in Asia and establishing a network of licensees and
subcontractors to distribute Scovill products in that area.  Due
to the licensing and subcontracting the productions of its goods,
despite sharp increases in the cost of a key commodity for
Scovill's products, Scovill's earnings before interest, taxes,
depreciation and amortization (EBITDA) went from a negative $11.13
million in 2008 to a positive $2.49 million in 2010.

According to Mr. Little, because of the high and immediate cash
flow required to keep production at pace, which is typical in the
industry, Scovill's management decided that a sale of Scovill's
assets is necessary to complete its restructuring.

                    Chapter 11 Sale of Assets

In September 2010, Scovill retained Carl Marks Advisory Group LLC
to provide financial advisory services to assist Scovill with
exploration of a prospective sale or merger of the Debtors'
businesses.

After soliciting bids, Scovill determined that the highest and
best offer for the businesses was Global SFI Holdings, LLC.  On
April 15, 2011, the Debtors signed an Asset Purchase Agreement
which is subject to higher or better offers.

Pursuant to the APA, Global SFI has agreed to purchase
substantially all of the Debtors' assets related to the design,
manufacture and distribution of closure fasteners and related
products for $17 million plus total cure costs, subject to
adjustments.

The Debtors have filed with the Bankruptcy Court a motion seeking
approval of a proposed sale process, where Global SFI will be the
stalking horse bidder at the auction.  The Debtors propose to pay
Global SFI a break-up fee of $620,000 (3.6% of the bid) in the
event it is outbid at the auction.

The Debtors propose to set a May 27 deadline for initial bids.
The Debtors plan to conduct an auction on June 1 if qualified bids
are received by the deadline.  Based on the timeline, the sale
hearing will be held on June 2.

Scovill has other wholly owned, non-debtor, foreign subsidiaries,
three of which -- Scovill Fastener (HK) Ltd., Scovill Fasteners
(UK) Ltd., and Scovill Fasteners India Pvt. Ltd. -- are to be sold
to Global SFI pursuant to the APA.

A copy of the APA is available for free at:

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


SCOVILL FASTENERS: Case Summary & 40 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Scovill Fasteners Inc.
          dba Scovill Apparel Fasteners Inc.
              Scovill Manufacturing Co.
        1802 Scovill Drive
        Clarkesville, GA 30523-6348

Bankruptcy Case No.: 11-21650

Affiliates that simultaneously filed separate Chapter 11
petitions:

        Entity                         Case No.
        ------                         --------
Scovill, Inc.                          11-21652
Scomex, Inc.                           11-21653
Rau Fastener Company, L.L.C.           11-21654
PCI Group, Inc.                        11-21655

Chapter 11 Petition Date: April 19, 2011

Court: U.S. Bankruptcy Court
       Northern District of Georgia (Gainesville)

Debtors' Counsel: Heather N. Byrd, Esq.
                  John C. Weitnauer, Esq.
                  ALSTON & BIRD LLP
                  1201 W. Peachtree Street
                  Atlanta, GA 30309
                  Tel: (404) 881-4418
                       (404) 881-7000
                  Fax: (404) 253-8548
                       (404) 881-7777
                  E-mail: heather.byrd@alston.com
                          kweitnauer@alston.com

Debtors' Claims
And Notice Agent: BMC GROUP INC.


Counsel to
Lender:           Sarah Borders, Esq.
                  Sarah Taub, Esq.
                  KING & SPALDING
                  1180 Peachtree Street
                  NE, ATLANTA, GA 30309

Counsel to
Global SFI
Holdings, LLC,
Proposed Buyer:   Robert M. Saunders, Esq
                  David Barton, Esq.
                  PACHULSKI STANG ZIEHL & JONES LLP,
                  10100 Santa Monica Blvd., Suite 1100
                  Los Angeles, CA 90067

                      - and -

                  Erich N. Durlacher, Esq.
                  BURR & FORMAN LLP
                  171 17th Street, NW
                  Atlanta, GA 30363

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

Estimated Debts: $100,000,001 to $500,000,000

The petition was signed by Stewart Little, president and chief
executive officer.

Debtor's List of 40 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
GSC Recovery Inc.                  Unsecured Loan      $48,929,000
500 Campus Drive, Suite 220
Florham Park, NJ 07932

Olin Corp/Brass Div - #2           Trade Debt           $1,896,447
427 N. Shamrock Street
East Alton, IL 62024

GSCP (NJ) LP                       Professional         $1,312,500
500 Campus Drive, Suite 220        Services -
Florham Park, NJ 07932             Administrative

Scott Brass Inc.                   Trade Debt           $1,153,873
1637 Elmwood Avenue
Craston, RI 02910

Lamcon Magestic Power              Trade Debt             $845,228
153 West 36th Street, 4th Floor
New York, NY 10018-9460

Metal Chem Inc.                    Trade Debt             $291,135
509 Huntington Road
Greenville, SC 29615-4211

Bank of America                    Lockbox Services       $191,243

Alloy Fasteners, Inc.              Trade Debt             $174,791

Smith, Gambrell & Russell, LLP     Professional Fees      $146,286

Georgia Power Co                   Utility                $139,180

O'Melveny & Myers LLP              Professional Fees      $132,724

Stroock & Stroock & Lavin LLP      Professional Fees      $124,225

Coventry Health Care of GA         Plan Benefits          $106,446

Wheeler Industrial Corp            Trade Debt              $97,710

Master Tool and Mold Inc.          Trade Debt              $95,464

Elco Sintered Alloys, Inc          Trade Debt              $89,892

Janpak/Greenville Paper Co.        Trade Debt              $76,053

Womble Carlyle Sandridge Rice      Professional Fees       $65,183

JOPEVI                             Trade Debt              $58,838

NEBCO                              Plan Benefits           $52,934

BDO Seidman, LLP                   Professional Fees       $42,233

9190-6628 Quebec Inc.              Trade Debt              $39,514

KPMG, LLP                          Professional Fees       $27,551

Utility Service Group, Inc.        Utility                 $22,156

Allteck GMBH Alltec                Trade Debt              $17,230

Micron Products                    Trade Debt              $14,100

Engineered Parts Sourcing          Trade Debt              $13,837

Sokolow, Carreras & Associates     Professional Fees       $12,922

City of Clarkesville               Utility                 $12,277

Robert W. Feltz                    Employee Expenses       $10,481

Federal Express Corp               Freight Servicess       $10,303

Texas State Comptroller            Govt                    $10,000

United Health Care                 Plan Benefits            $9,627

Centerbeam, Inc.                   Trade Debt               $9,415

United Parcel Service, Inc.        Freight Services         $8,899

BDO Dunwoody                       Professional Fees        $7,751

Coventry Dental                    Plan Benefits            $7,263

Suntrust Bank                      Bank Fees                $6,595

Stikeman Elliott LLP               Professional Fees        $6,167

Thomson Compumark                  Trade Debt               $5,100


SOUTH BAY: Emerges From Chapter 11 Bankruptcy
---------------------------------------------
Robert J. Hawkins at the San Diego Union-Tribune reports that
South Bay Expressway LP emerged with a court-approved
reorganization plan, free of litigation and with a considerably
more-manageable load of debt.

According to CEO Greg Hulsizer, the toll road emerges with a
valuation of $287 million and a debt load of $288 million.  The
reorganization plan goes into effect on April 29, following an
open appeal period.  Mr. Hulsizer said no appeals are expected as
all of the key parties had previously signed off on the
reorganization plan and litigation had been dismissed by the court
back in October 2010.

According to Mr. Hulsizer, the South Bay Expressway has been able
to cover its operating expenses, although it has never met traffic
targets envisioned by the original owners.  The road now draws on
average 26,000 vehicles during the work week.

                   About South Bay Expressway

South Bay Expressway, L.P., dba San Diego Expressway, L.P., filed
for Chapter 11 (Bankr. S.D. Calif. Case No. 10-04516) on March 22,
2010.  Its affiliate, California Transportation Ventures Inc.,
also filed for bankruptcy.

The Debtors developed and operate a four lane, nine mile express
toll road in Southern California commonly referred to as the South
Bay Expressway or State Road 125.  Both estimated assets and debts
of $500 million to $1 billion in their bankruptcy petitions.

Robert Pilmer, Esq., at Kirkland & Ellis LLP, represents the
Debtors in their restructuring effort.  PricewaterhouseCoopers LLP
is auditor and tax advisor.  Imperial Capital LLC is financial
advisor. Epiq Bankruptcy Solutions LLC serves as claims and notice
agent.

The Debtors say that as of the bankruptcy filing, they have
roughly $640 million in book value of total assets and roughly
$570 million in book value of total liabilities.


SPECIALTY TRUST: Can Use Cash Collateral Until June 30
------------------------------------------------------
Specialty Trust, Inc. and its debtor affiliates sought and
obtained approval of the U.S. Bankruptcy for the District of
Nevada of a stipulation with respect to their motion to (i) amend
budget for use of cash collateral through April 30, 2011, and (ii)
extend and modify terms of certain loans to C.I.C. & S, LLC.

Pursuant to the stipulation between the Debtors and the Official
Committee of Equity Security Holders, the Debtors are authorized
to use Cash Collateral through June 30, 2011, in accordance with
an amended budget, a copy of which is available for free at:

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

The Debtors' Budget, as amended, will not include the following
expenses for 23 Nadador, LLC: (a) an expenditure of$10,000 for
"Accounting fees - tax return preparation", (b) an expenditure of
$64,000 for "Trash Enclosures", or (c) an expenditure of $30,000
for 25 "CWWD Wall".  The Debtors are authorized. but not directed,
to pay up to $30,000 of directors fees as set forth in the
Debtors' Motion during the budget period.

The Debtors are also directed:

   (a) No later than five business days after May 1, 2011, the
       Debtors will execute and serve upon Nadador, LLC written
       demands for payment of all sums due under the tenns of the
       Notes secured by the Nadador, LLC real properties,
       including all principal, interest, penaJites, and other
       sums due under the Notes;

   (b) None of the Debtors will take any action to extend the
       maturity dates of the Notes or to take other actions to
       delay collection of the Notes or to compromise any remedies
       available to the Debtors with respect to collection of the
       Notes, without the prior approval of the Bankruptcy Court;
       And

   (c) No later than May 1,2011, the Debtors will commence
       foreclosure proceedings on the Nadador, LLC real properties
       securing payment of the Notes by the service and
       recordation of suitable Notices of Default and Elections to
       Sell.

Specialty Trust, Inc. is authorized, but not directed, to
enter into and to perform under the extension of loan # 521-99567
and loan # 566-99552 between Specialty Trust, as lender, and
C.I.C. & S, LLC, as borrower, on substantially the terms set forth
in the Debtors' Motion.

                    About Specialty Trust

Reno, Nevada-based Specialty Trust, Inc., filed for Chapter 11
bankruptcy protection on April 20, 2010 (Bankr. D. Nev. Case No.
10-51432).  Sallie B. Armstrong, Esq., and Michelle N. Kazmar,
Esq., at Downey Brand LLP, in Reno, Nevada; and Ira D. Kharasch,
Esq., Scotta E. McFarlan, Esq., and Victoria A. Newmark, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Los Angeles, Calif., serve
as the Debtor's bankruptcy counsel.  On May 24, 2010, a committee
of equity holders was appointed.  On September 2, 2010,
the Court appointed Grant Lyon as chief restructuring officer
("CRO") of the Debtors.  In its schedules, the Debtor disclosed
assets of $201,452,048 and liabilities of $109,022,194 as of the
petition date.

On April 20, 2010, affiliates Specialty Acquisition Corp. (Bankr.
D. Nev. Case No. 10-51437) and SAC II (Bankr. D. Nev. Case No.
10-51440) filed separate petitions for Chapter 11 relief.  In its
amended schedules, Specialty Acquisition disclosed assets of
$3,886,113 and liabilities of $49,068,173 as of the petition date.
In its amended schedules, SAC II disclosed assets of $40,955,000
an liabilities of $39,445,118 as of the petition date.

The Debtors are represented by:

   Ira D. Kharasch
   PACHULSKI STANG ZIEHL & JONES LLP
   10100 Santa Monica Boulevard, 11th Floor
   Los Angeles, California 90067-4100
   Tel.: 310/277-6910
   Fax: 310/201-0760
   E-mail: ikharasch@pszjlaw.com


SPECIALTY TRUST: Equity Committee Files Plan of Reorganization
--------------------------------------------------------------
The Official Committee of Equity Security Holders in Specialty
Trust, Inc.'s Chapter 11 case filed with the U.S. Bankruptcy Court
for the District of Nevada a Chapter 11 Plan of Reorganization for
Specialty Trust, Inc. and its debtor affiliates.

As reported by The Troubled Company Reporter on March 25, 2011,
the Equity Committee filed a Disclosure Statement describing the
Plan.

These classes of claims are impaired:

   -- Class 1A consisting of US Bank Allowed Secured Claims
      against Specialty Trust, Inc.

   -- Class 2 consisting of the Deutsche Bank Allowed Secured
      Claims under the 2005 Indenture and the 2008 Indenture,
      which are held by the holders of notes issued pursuant to
      the Indenture appointing Deutsche Bank as Indenture Trustee.

   -- Class 3 consisting of other secured claims.

   -- Class 6 consisting of Wasatch County disputed Secured Claim

   -- Class 7 consisting of general unsecured claims

   -- Class 9 consisting of claims of holders of unsecured notes
      of ST under an indenture appointing The Bank of New York
       Mellon

These classes' voting rights are disputed:

   -- Class 1B consisting of US Bank Allowed Secured Claims
      against SAC II.

   -- Class 10 consisting of US Bank Guaranty Claims.

These classes are not entitled to vote on the Plan:

   -- Class 4 consisting of Allowed Secured Claims held by ST
      against SAC II.

   -- Class 5 consisting of Allowed Secured Claims ST against SAQ.

   -- Class 8 consisting of intercompany unsecured claims

   -- Class 11 consisting interests against the Debtors

Holders of US Bank Restructured Note will have a one-time option
to credit bid an amount equal to or greater than any offer
acceptable by the Chapter 11 Trustee for property secured by said
Note provided that the holder of the Note gives written notice of
the credit bid to the Trustee within 48 hours after notice by the
Trustee to the holder of Trustee's acceptance of an offer to
purchase the property.  Any credit bid must include a cash
component to satisfy: (1) the costs of the sale of that property,
(2) the management fees allocated to the property for which the
credit bid was submitted, and (3) any senior lien, provided that,
to the extent any credit bid includes a cash component that is
used to satisfy any senior lien, that holder will receive a
replacement lien to secure repayment of the amount.

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

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

The Equity Committee is represented by:

   Kaaran E. Thomas
   McDONALD CARANO WILSON LLP
   100 West Liberty Street, 10th Floor
   Reno, Nevada 89501
   Tel.: (775) 788-2000
   Fax: (775) 788-2020
   E-mail: kthomas@mcdonaldcarano.com

                    About Specialty Trust

Reno, Nevada-based Specialty Trust, Inc., filed for Chapter 11
bankruptcy protection on April 20, 2010 (Bankr. D. Nev. Case No.
10-51432).  Sallie B. Armstrong, Esq., and Michelle N. Kazmar,
Esq., at Downey Brand LLP, in Reno, Nevada; and Ira D. Kharasch,
Esq., Scotta E. McFarlan, Esq., and Victoria A. Newmark, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Los Angeles, Calif., serve
as the Debtor's bankruptcy counsel.  On May 24, 2010, a committee
of equity holders was appointed.  On September 2, 2010,
the Court appointed Grant Lyon as chief restructuring officer
("CRO") of the Debtors.  In its schedules, the Debtor disclosed
assets of $201,452,048 and liabilities of $109,022,194 as of the
petition date.

On April 20, 2010, affiliates Specialty Acquisition Corp. (Bankr.
D. Nev. Case No. 10-51437) and SAC II (Bankr. D. Nev. Case No.
10-51440) filed separate petitions for Chapter 11 relief.  In its
amended schedules, Specialty Acquisition disclosed assets of
$3,886,113 and liabilities of $49,068,173 as of the petition date.
In its amended schedules, SAC II disclosed assets of $40,955,000
and liabilities of $39,445,118 as of the petition date.


SUNRISE REAL ESTATE: Incurs US$25,487 Net Loss in 2010
------------------------------------------------------
Sunrise Real Estate Group, Inc., filed with the U.S. Securities
and Exchange Commission its annual report on Form 10-K reporting a
net loss of US$25,487 on US$12.82 million of net revenues for the
year ended Dec. 31, 2010, compared with net income of US$3.27
million on US$13.11 million of net revenues during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed US$17.32
million in total assets, US$19.98 million in total liabilities,
US$1.18 million in non-controlling interests of consolidated
subsidiaries and US$3.84 million in total shareholders' deficit.

Kenne Ruan, CPA, P.C., in Woodbridge, CT, USA, noted that the
Company has  significant accumulated losses from operations and
has a net capital deficiency that raise substantial doubt about
its ability to continue as a going concern.

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

                        http://is.gd/Se0VeQ

                        About Sunrise Real

Headquartered in Shanghai, the People's Republic of China, Sunrise
Real Estate Group, Inc. was initially incorporated in Texas on
Oct. 10, 1996, under the name of Parallax Entertainment, Inc.
On Dec. 12, 2003, Parallax changed its name to Sunrise Real
Estate Development Group, Inc.  On April 25, 2006, Sunrise Estate
Development Group, Inc. filed Articles of Amendment with the Texas
Secretary of State, changing the name of Sunrise Real Estate
Development Group, Inc. to Sunrise Real Estate Group, Inc.,
effective from May 23, 2006.

The Company and its subsidiaries are engaged in the property
brokerage services, real estate marketing services, property
leasing services and property management services in China.


TAPATIO SPRINGS: Wants to Sell Land for $3.4-Mil to Majestic
------------------------------------------------------------
Tapatio Springs Real Estate Holdings, Ltd., and Tapatio Springs
Development, Inc., jointly ask the United States Bankruptcy Court
for the Western District of Texas for authority to sell, free and
clear of liens, approximately 622 acres of land in Kendall County,
Texas, surrounding the Tapatio Springs Golf Course and Resort to
Majestic Properties, Inc., for $3,420,235.

The Property is owned by Holding but the debt is owed by
Development, Dean W. Greer, Esq., in San Antonio, Texas --
dwgreer@sbcglobal.net -- informs the Court.  He avers that
Majestic is not a creditor of the estates or an insider of the
Debtors.

The Debtors will retain a net profits interest in the Property,
which will provide them a 25% net profits interest in all revenues
earned in connection with the Purchaser's ownership of the
Property or proceeds generated therefrom.  The Purchaser will pay
all ad valorem taxes owed on the Property, and will pay $16,133
per month to the First Lien Mortgage until the date the
transaction under the terms of the Purchase Agreement closes and
funds or the Agreement is terminated.

There are two alleged liens on the property:

   (a) Clyde B. Smith and wife, Peggy Smith, assert lien to
       secure a debt of approximately $3,404,855; and

   (b) Kendall County Taxing Authorities in the approximate
       amount of $120,000 for tax years 2009 and 2010.

The Debtors propose that the first proceeds of sale be used to pay
all cost of closing including survey cost, title policy, ad
valorem taxes and Realtor fees.  The balance is to be retained to
pay the lien holders.

                About Tapatio Springs Real Estate

Boerne, Texas-based Tapatio Springs Real Estate Holdings, LP,
filed for Chapter 11 bankruptcy protection (Bankr. W.D. Tex. Case
No. 11-51263) on April 5, 2011.  Dean William Greer, Esq., who has
an office in San Antonio, Texas, serves as the Debtor's bankruptcy
counsel.  According to its schedules, the Debtor disclosed
$20,677,999 in total assets and $4,004,286 in total debts as of
the Petition Date.

                About Tapatio Springs Development

Boerne, Texas-based Tapatio Springs Development Company, Inc.,
filed for Chapter 11 bankruptcy protection on January 3, 2011
(Bankr. W.D. Tex. Case No. 11-50050).  Christopher J. Weber, Esq.,
at Christopher J. Weber, LLC, 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.


TAYLOR & BISHOP: Files Amended Plan and Disclosure Statement
------------------------------------------------------------
Taylor & Bishop LLC submitted to the U.S. Bankruptcy Court for the
District of Arizona a first amended plan of reorganization and
corresponding disclosure statement.

The Plan provides for the overall structure, classification and
treatment of claims against or interests in the Debtor.

Class 1 claims are administrative expenses claims.  Class 2 claims
are priority tax claims.  Class 3 secured tax claims refer to real
estate taxes that may be assessed by the City of Chicago on the
Debtor's building property and parking lot, which taxes the Debtor
expects to be exempted from.

Class 4 are allowed secured claims, including the Bridgeview
secured loan claims.  Bridgeview Bank Group is the Debtor's pre-
bankruptcy lender and largest creditor.  Bridgeview says that as
of July 2010, it is owed $9.4 million in loan amounts by the
Debtor.  Holders of Class 4 Claims will retain their liens on all
property of the Debtor that served as collateral for repayment of
the loans.  Holders of Classes 4(a) and 4(c) Claims will be paid
in monthly installments according to a 25-year amortization
schedule.  Holders of Classes 4(a) and 4(c) Claims may elect a
discounted payoff in a lump sum equal to 50% of the of the Allowed
Class 4 Claims.  Class 4(b) claims are unimpaired and will be paid
on the plan effective date.

Class 5(a) claims refer to the general unsecured claims of
Lancelot Lending, LLC.  Class 5(b) claims consists of general
unsecured claims, estimated to aggregate $20,000.  Class 5(c)
claims consists of convenience class claims, estimated to be
approximately $2,500.

Class 6 consists of membership interests in the Debtor.

Payments under the Plan will come from cash flow generated by the
ongoing operation of the Debtor's business and from additional
contributions from members.  As of April 1, 2011, the Debtor had
Member commitments of approximately $390,000 for year 1 payments
to creditors under the Plan.

A full-text copy of the First Amended Disclosure Statement is
available for free at http://bankrupt.com/misc/T&B_1stAmnddDS.pdf

                       About Taylor & Bishop

Phoenix, Arizona-based Taylor & Bishop, LLC, was formed in 2007
solely for the purpose of owning and maintaining the real property
located at 1431 West Taylor Street, Chicago, Illinois, in order to
house the National Italian American Sports Hall of Fame.  From its
inception, Taylor & Bishop has operated much like a non-profit
company, its fundamental purpose being to pay tribute to Italian-
American athletes and raise money for scholarships and other
charitable causes.

Taylor & Bishop filed for Chapter 11 bankruptcy protection on
October 8, 2010 (Bankr. D. Ariz. Case No. 10-32563).  John R.
Clemency, Esq., at Gallagher & Kennedy PA, assists Taylor & Bishop
in its restructuring effort.  According to its schedules, Taylor &
Bishop disclosed $16,040,393 in total assets and $9,934,149 in
total liabilities at the Petition Date.


TAYLOR BEAN: Farkas Lawyer Appeals to Jury as Trial Ends
--------------------------------------------------------
Eric Morath, writing for Dow Jones' Daily Bankruptcy Review,
reports that attorney Bruce Rogow, Esq., who represents Taylor,
Bean & Whitaker Mortgage Corp.'s former chairman Lee Farkas,
called on jurors Monday to evoke their constitutional duty to
limit the government's power and find his client not guilty of
perpetrating a billion-dollar, seven-year-long fraud.

According to Mr. Morath, Mr. Rogow said the federal prosecutors'
case is based on the testimony of six former Taylor Bean and
Colonial Bank employees who succumbed to government pressure and
pleaded guilty in an attempt to dodge imprisonment.

"They pled guilty to save their skins because they didn't have the
defendant's courage to come to this courtroom and make the
government prove it's burden," Mr. Rogow said at the U.S. District
Court in Alexandria, Virginia, according to the DBR report.

DBR notes Mr. Rogow made his arguments Monday before the case was
to be handed to the jury for deliberations.

DBR also reports that in closing arguments, Assistant U.S.
Attorney Charles Connolly said while the alleged conspiracy
involved several people, including the witnesses, they were led
and directed by Mr. Farkas.  Mr. Connolly also said "the person
who benefited from this conspiracy" was Mr. Farkas, pointing out
to alleged luxurious gains Mr. Farkas enjoyed because of the
fraud.

                       Sentencing on July 1

Mr. Farkas has pleaded not guilty to 14 counts of conspiracy and
bank, wire and securities fraud.  If convicted, Farkas could spend
the rest of his life in prison, according to DBR.

Eric Morath and Katy Stech, writing for Dow Jones' Daily
Bankruptcy Review, reports that a jury found Lee Farkas, the
former chairman of Taylor, Bean & Whitaker Mortgage Corp., guilty
Tuesday of leading one of the largest bank frauds in U.S. history.
DBR relates that shortly after 5 p.m. EDT Tuesday, a jury at U.S.
District Court in Alexandria, Virginia, handed down guilty
verdicts on all 14 counts of conspiracy and bank, wire and
securities fraud.

DBR says sentencing is set to take place July 1.  Mr. Farkas could
spend the rest of his life in prison.

DBR notes federal authorities called Mr. Farkas the "mastermind"
behind a nearly $3 billion dollar, seven-year fraud scheme that
led to the collapse of his company and Colonial Bank of
Montgomery, Alabama.

DBR notes it took the jury about a day and half to arrive at the
verdict, following a two-week trial.

According to DBR, Mr. Farkas's attorney, William B. Cummings,
Esq., declined to comment on the verdict Tuesday but said he was
working to keep his client out of jail.  Mr. Farkas was sent back
to prison to await sentencing, but Mr. Cummings said he hoped that
Mr. Farkas will be released after a hearing next week.  Mr.
Cummings said they will decide after the sentencing whether to
appeal.

                         About Taylor Bean

Taylor, Bean & Whitaker Mortgage Corp. grew from a small Ocala-
based mortgage broker to become one of the largest mortgage
bankers in the United States.  In 2009, Taylor Bean was the
country's third largest direct-endorsement lender of FHA-insured
loans of the largest wholesale mortgage lenders and issuer of
mortgage backed securities.  It also managed a combined mortgage
servicing portfolio of approximately $80 billion.  The company
employed more that 2,000 people in offices located throughout the
United States.

Taylor Bean sought Chapter 11 protection (Bankr. M.D. Fla. Case
No. 09-07047) on Aug. 24, 2009.  Taylor Bean filed the Chapter 11
petition three weeks after federal investigators searched its
offices.  The day following the search, the Federal Housing
Administration, Ginnie Mae and Freddie Mac prohibited the company
from issuing new mortgages and terminated servicing rights.
Taylor Bean estimated more than $1 billion in both assets and
liabilities in its bankruptcy petition.

Jeffrey W. Kelly, Esq., and J. David Dantzler, Jr., Esq., at
Troutman Sanders LLP, in Atlanta, Ga., and Russel M. Blain, Esq.,
and Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain &
Prosser, PA, in Tampa, Fla., represent the Debtors.  Paul Steven
Singerman, Esq., and Arthur J. Spector, Esq., at Berger Singerman
PA, in Miami, Fla., represent the Committee.  BMC Group, Inc.,
serves as the claims and noticing agent.


TEMPUS RESORT: Committee Taps Broad And Cassel as Attorney
----------------------------------------------------------
The Official Committee of Unsecured Creditors of Tempus Resort
International Ltd. and its debtor-affiliates asks the U.S.
Bankruptcy Court for the Middle District of Florida for permission
to retain Broad and Cassel as its attorney to render legal
services to the Committee.

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

                       About Tempus Resorts

Orlando, Florida-based Tempus Resorts International, Ltd., filed
for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No.
10-20709) on Nov. 19, 2010.  Elizabeth A. Green, Esq., at Baker
& Hostetler LLP, assists the Debtor in its restructuring effort.
It estimated its assets and debts at $100 million to $500 million.

Affiliates Tempus Palms International, Ltd. (Bankr. M.D. Fla. Case
No. 10-20712); Tempus Golf Development, LLC (Bankr. M.D. Fla. Case
No. 10-20714); Tempus Select, LLC (Bankr. M.D. Fla. Case No. 10-
20715); Backstage Myrtle Beach, LLC (Bankr. M.D. Fla. Case No. 10-
20716); Tempus Resorts Management, Ltd. (Bankr. M.D. Fla. Case No.
10-20717); Tempus Resorts Realty, LLC (Bankr. M.D. Fla. Case No.
10-20718); Tempus International Marketing Enterprises, Ltd.
(Bankr. M.D. Fla. Case No. 10-20719); and Time Retail, LLC (Bankr.
M.D. Fla. Case No. 10-20720) filed separate Chapter 11 petition.

Tempus Resorts estimated its assets and debts at $100,000 to
$500,000.  Tempus Golf Debt. estimated its assets and debts at
$1 million to $10 million.  Tempus Palms International estimated
its assets at $100 million to $500 million.

An official committee of unsecured creditors has been appointed in
the case.


TIGRENT INC: Lazarus Investment Discloses 6.4% Equity Stake
-----------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Lazarus Investment Partners LLLP, Lazarus Management
Company LLC and Justin B. Borus disclosed that they beneficially
own 840,241 shares of common stock of Tigrent Inc. representing
6.4% of the shares outstanding.  As of March 4, 2011, there were
13,088,587 shares of common stock outstanding.

                         About Tigrent Inc.

Cape Coral, Fla.-based Tigrent Inc. (OTC BB: TIGE)
-- http://www.tigrent.com/-- is a provider of practical, high-
quality and value-based training, conferences, publications,
technology-based tools and mentoring to help customers become
financially literate.  The Company provides customers with
comprehensive instruction and mentoring in the topics of real
estate and financial instruments investing and entrepreneurship in
the United States, the United Kingdom, and Canada.

The Company reported a net loss of $697,000 on $102.63 million of
revenue for the year ended Dec. 31, 2010, compared with net income
of $9.78 million on $170.92 million of revenue during the prior
year.

The Company's balance sheet at Dec. 31, 2010 showed $33.53 million
in total assets, $77.77 million in total liabilities, and a
$44.24 million stockholders' deficit.


TOWNSENDS INC: Court Extends Plan Filing Period Until June 17
-------------------------------------------------------------
Carla Main at Bloomberg News reports that Townsends Inc. obtained
a June 17 extension of its exclusive period to propose a Chapter
11 plan and an Aug. 16 extension of the exclusive period to
solicit acceptances of that plan.  Judge Christopher Sontchi
granted the Debtor a first exclusivity extension in an order
entered April 18.

                        About Townsends Inc.

Founded in 1891, Townsends Inc. is a third-generation, family-
owned poultry company.  Headquartered in Georgetown, Delaware,
Townsends operates production and processing facilities in
Arkansas and North Carolina.  Townsends Inc. -- fka Townsend
Speciality Foods -- and several affiliates filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 10-14092) on
Dec. 19, 2010.  As of Dec. 5, 2010, the Debtors disclosed
$131 million in total assets and $127 million in total debts.

Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell, serves
as the Debtors' bankruptcy counsel.  McKenna Long & Aldridge LLP
serves as special counsel.  Huron Consulting Group's Dalton T.
Edgecomb serves as the Debtors' chief restructuring officer.  SSG
Capital Advisors, LLC, serves as investment banker.  Donlin,
Recano & Company, Inc., is the Debtors' claims, noticing and
balloting agent.

An Official Committee of Unsecured Creditors has been appointed in
the case.  The Committee has tapped Lowenstein Sandler PC as its
counsel and J.H. Cohn LLP as its financial advisor.


TRICO MARINE: Court Okays Sale of Suwannee River Assets to Odekole
------------------------------------------------------------------
Trico Marine Services, Inc. and its debtor affiliates sought and
obtained the U.S. Bankruptcy Court for the District of Delaware's
approval of their sale of the Suwannee River vessel, free and
clear of liens, to Odekole International Services, Ltd.

The hon. Brendan L. Shannon found that Odekole's offer for the
Vessel, embodied in a Memorandum of Agreement between Trico Marine
Assets, Inc. and Odekole, is the highest or otherwise best offer
for the Vessel.

All objections to the Sale are resolved, the bankruptcy judge
held.  To the extent any objections or responses were not
otherwise overruled, withdrawn, waived, settled, or resolved, and
all reservations of rights included are overruled and denied, the
Court ruled.

On the closing date, 50% of the sale proceeds will be wired to
funds affiliated with Obsidian Agency Services, Inc., and the
remaining 50% of the sale proceeds will be wired to the Debtors.

The Court also vacated the previous order approving the proposed
sale of the vessel to GML (Offshore & Petroleum Limited).


                      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.


UNITED REFINING: S&P Affirms 'B' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B'
corporate credit rating on United Refining Co. (United) and
revised the outlook on the company to stable from negative, given
S&P's expectation of continued favorable refining conditions and
improved financial metrics over the next year.

"We also affirmed the 'B' (same as the corporate credit rating)
issue rating on United's senior secured debt issues.  The recovery
rating is '3', indicating our expectation for meaningful (50% to
70%) recovery in the event of a default," S&P stated.

"United's operating performance in the second quarter of 2011
benefitted from a substantially improved margin environment,"
said Standard & Poor's credit analyst Marc D. Bromberg.  "United's
lagged 3-2-1 crack spread averaged $17.66/bbl as compared with
$6.96/bbl in the second quarter of 2010.  The company's reported
first in first out inventory method (FIFO) EBITDA was close to
$29 million in the second quarter, a figure that we view favorably
as it is historically the year's weakest period.  We expect the
strong spread trends to continue, averaging between $20 and
$25 per barrel and differentials near $20 million in the third
quarter, because of discounted West Texas Intermediate crude oil
prices, some insulation from competition with other PADD I
refineries due to the Brent-WTI spread, and healthy demand for
gasoline, which is highest during the spring and summer months,"
Mr. Bromberg added.

United is entering its asphalt paving season, which runs from
late spring to late autumn and is typically when the refiner's
operating performance is strongest.  "We expect the paving season
to be strong, with robust demand for paving services after a harsh
winter and continued infrastructure spending in United's markets
in Western New York and Northwestern Pennsylvania," said Mr.
Bromberg.  The cost to purchase performance grade binder asphalt
has risen rapidly, averaging approximately $500 per metric ton as
of March 2011 according to data compiled by the New York State
Department of Transportation.  Given that about a third of EBITDA
and cash flows in United's fiscal third and fourth quarters come
from asphalt, these trends bode well for profitability," S&P
stated.

S&P continued, "The stable outlook reflects our expectation
that refining conditions, in particular crack spreads and
differentials, will remain favorable at least through the end of
the fiscal year.  It also incorporates the start of the asphalt
paving season, which we expect to contribute meaningfully to
profitability and to add to current liquidity.  The outlook also
incorporates our expectation that United will amend and extend its
current credit facility, which comes due on Nov. 27, 2011."

"We could lower the rating or revise the outlook if industry
conditions weaken materially or if the company experiences
unplanned downtime.  For the current rating, we would expect total
debt to EBITDA to be 6x to 7x.  Given the inherent volatility of
the industry and United's position as a single-asset refiner, we
currently view an upgrade as unlikely," S&P stated.


VALLEY FORGE: RR Hawkins Raises Going Concern Doubt
---------------------------------------------------
Valley Forge Composite Technologies, Inc., filed on April 11,
2011, its annual report on Form 10-K for the fiscal year ended
Dec. 31, 2010.

R.R. Hawkins & Associates International, PSC, in Los Angeles,
expressed substantial doubt about Valley Forge Composite's ability
to continue as a going concern.  The independent auditors noted
that the Company has incurred net losses since inception.

The Company reported a net loss of $1.5 million on $18.7 million
of sales for 2010, compared with a net loss of $2.0 million on
$3.2 million of sales for 2009.

At Dec. 31, 2010, the Company's balance sheet showed $4.4 million
in total assets, $3.4 million in total liabilities, all current,
and stockholders' equity of $1.0 million.

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

                       http://is.gd/ML3fim

Covington, Ky.-based Valley Forge Composite Technologies, Inc.,
has, since Sept. 11, 2001, focused on the development and
commercialization of its counter-terrorism products.  These
products consist of an advanced detection capability for illicit
narcotics, explosives, and bio-chemical weapons hidden in cargo
containers, the THOR LVX photonuclear detection system ("THOR"),
and a passenger weapons scanning device, ODIN.  In late 2009, the
Company and its partners completed the development of THOR in
Russia, and the system has been demonstrated through testing
conducted by P.N. Lebedev Physical Institute of the Russian
Academy of Sciences ("LPI") to be operational and performing to
the Company's satisfaction.


VITRO SAB: Bondholders Want New Ch. 15 Case Moved to Texas
----------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that a group of Vitro
SAB's bondholders is trying to move the Mexican glass maker's New
York Chapter 15 bankruptcy case to Texas, where they have been
fighting for months to push the company's U.S. operations into
Chapter 11.

                           About Vitro SAB

Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global
glass producer, serving the construction and automotive glass
markets and glass containers needs of the food, beverage, wine,
liquor, cosmetics and pharmaceutical industries.

Vitro is the largest manufacturer of glass containers and flat
glass in Mexico, with consolidated net sales in 2009 of MXN23,991
million (US$1.837 billion).

Vitro defaulted on its debt in 2009, and sought 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.

            Concurso Mercantil & Chapter 15 Proceedings

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, commencing its
voluntary concurso mercantil proceedings -- the Mexican equivalent
of a prepackaged Chapter 11 reorganization.  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.

Early in January 2011, the Mexican Court dismissed the Concurso
Mercantil proceedings.  The judge said Vitro couldn't push through
a plan to buy back or swap US$1.2 billion in debt from bondholders
based on the vote of US$1.9 billion of intercompany debt when
third-party creditors were opposed.  Vitro as a result dismissed
the first Chapter 15 petition following the ruling by the Mexican
court.

On April 12, 2011, an appellate court in Mexico reinstated
the reorganization.  Accordingly, Vitro SAB on April 14 re-filed a
petition for recognition of its Mexican reorganization in U.S.
Bankruptcy Court in Manhattan (Bankr. S.D.N.Y. Case No. 11-11754).

In the present Chapter 15 case, the Debtor seeks to block any
creditor suits in the U.S. pending the reorganization in Mexico.

                      Chapter 11 Proceedings

A group of noteholders opposed 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.  Together, they held US$75 million, or approximately 6%
of the outstanding bond debt.  The Noteholder group 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 15 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).

A bankruptcy judge in Fort Worth, Texas, denied involuntary
Chapter 11 petitions filed against four U.S. subsidiaries.  On
April 6, Vitro SAB agreed to put Vitro units -- Vitro America LLC
and three other U.S. subsidiaries -- that were subject to the
involuntary petitions into voluntary Chapter 11.  The judge will
decide later about the involuntary petitions filed against eight
non-operating Vitro subsidiaries in the U.S.

An official committee of unsecured creditors has been appointed in
the Chapter 11 cases of Vitro Asset Corp., et al.


VYTERIS INC: Incurs $10.54 Million Net Loss in 2010
---------------------------------------------------
Vyteris, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K reporting a net loss of
$10.54 million on $117,792 of total revenues for the year ended
Dec. 31, 2010, compared with a net loss of $33.94 million on $4.56
million of total revenues during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $3.77 million
in total assets, $18.89 million in total liabilities and a $15.12
million total stockholders' deficit.

Amper, Politziner & Mattia, LLP, in Edison, New Jersey, expressed
substantial doubt about the Company's ability to continue as going
concern, following the 2010 financial results.  The independent
auditors noted that the Company has incurred recurring losses and
is dependent upon obtaining sufficient additional financing to
fund operations and has not been able to meet all of its
obligations as they become due.

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

                         http://is.gd/Wcxbx8

                         About Vyteris, Inc.

Based in Fair Lawn, New Jersey, Vyteris, Inc. (formerly Vyteris
Holdings (Nevada), Inc., has developed and produced the first FDA-
approved electronically controlled transdermal drug delivery
system that transports drugs through the skin comfortably, without
needles.  This platform technology can be used to administer a
wide variety of therapeutics either directly into the skin or into
the bloodstream.  The Company holds approximately 50 U.S. and 70
foreign patents relating to the delivery of drugs across the skin
using an electronically controlled "smart patch" device with
electric current.


WESTERN SUNSET: Case Summary & 5 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Western Sunset, LLC
        P.O. box 1225
        San Marcos, CA 92069-1822

Bankruptcy Case No.: 11-06302

Chapter 11 Petition Date: April 17, 2011

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

Judge: Louise DeCarl Adler

Debtor's Counsel: George H. Bye, Esq.
                  THE LAW OFFICE OF GEORGE H. BYE
                  1901 First Avenue, First Floor
                  San Diego, CA 92101-0300
                  Tel: (619) 233-7502
                  E-mail: byeinlaw@aol.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 five largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/casb11-06302.pdf

The petition was signed by Gabriel P. Castano, Sr., Trustee of the
Gabriel P. Castano Trust.


WESTVIEW LLC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Westview, LLC
        1339 Polaris Drive
        Mobile, AL 36693

Bankruptcy Case No.: 11-01555

Chapter 11 Petition Date: April 18, 2011

Court: United States Bankruptcy Court
       Southern District of Alabama (Mobile)

Debtor's Counsel: Irvin Grodsky, Esq.
                  IRVIN GRODSKY, P.C.
                  P.O. Box 3123
                  Mobile, AL 36652-3123
                  Tel: (251) 433-3657
                  E-mail: igpc@irvingrodskypc.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/alsb11-01555.pdf

The petition was signed by Howard D. Fowler, Jr., managing member.


WHITTON CORP: Gets Court's Nod to Use Cash Collateral Thru May 2
----------------------------------------------------------------
The Hon. Bruce A. Markell of the U.S. Bankruptcy Court for the
District of Nevada approved a stipulation between Whitton
Corporation and Bank of America, N.A., for continued access to the
Debtor's cash collateral through May 2, 2011.

The Debtor may use the Cash Collateral in accordance with a budget
previously prepared in relation to the Original Final Cash
Collateral Order, as modified to include a 13-week budget for the
period ended June 24, 2011, a copy of which is available for free
at http://bankrupt.com/misc/Whitton_13wkbudget_endJun24.pdf

Henderson, Nevada-based Whitton Corporation filed for
Chapter 11 bankruptcy protection on December 5, 2010 (Bankr. D.
Nev. Case No. 10-32680).  Brett A. Axelrod, Esq., and Anne M.
Loraditch, Esq., at Fox Rothschild LLP, in Las Vegas, Nev., serve
as the Debtor's bankruptcy counsel.  The Debtor estimated its
assets and debts at $10 million to $50 million.

South Tech Simmons 3040C, LLC, filed a separate petition on
Dec. 8, 2010 (Bank. D. Nev. Case No. 10-32857).


WHITTON CORP: Court to Hear DIP Loan Motion on April 20
-------------------------------------------------------
Doc is only on the hearing date.  It seems the DIP loan motion has
not been reported in the TCR database too
The U.S. Bankruptcy Court for the District of Nevada is set to
convene a hearing on April 20, 2011, at 9:30 a.m., to consider the
motion filed by Whitton Corporation and South Tech Simmons 3040C,
LLC, for entry into a postpetition financing agreement.

Henderson, Nevada-based Whitton Corporation filed for
Chapter 11 bankruptcy protection on December 5, 2010 (Bankr. D.
Nev. Case No. 10-32680).  Brett A. Axelrod, Esq., and Anne M.
Loraditch, Esq., at Fox Rothschild LLP, in Las Vegas, Nev., serve
as the Debtor's bankruptcy counsel.  The Debtor estimated its
assets and debts at $10 million to $50 million.

South Tech Simmons 3040C, LLC, filed a separate petition on
Dec. 8, 2010 (Bank. D. Nev. Case No. 10-32857).


WOLVERINE TUBE: Files Plan, Disclosure Statement Approved
---------------------------------------------------------
BankruptcyData.com reports that Wolverine Tube filed with the U.S.
Bankruptcy Court a First Amended Chapter 11 Plan of Reorganization
and related Disclosure Statement.

The Disclosure Statement asserts, "On the Effective Date, the
management, control and operation of the Reorganized Debtors shall
become the general responsibility of the board of directors of
Reorganized WTI, which shall, thereafter, have responsibility for
the management, control and operation of Reorganized WTI and its
direct and indirect subsidiaries....the board of directors of
Reorganized WTI shall be composed of a newly-organized five-member
board of directors which shall consist of (i) one director
nominated by Plainfield, (ii) one director nominated by the Ad Hoc
Group, (iii) Steven S. Elbaum, who will serve as initial Chairman,
and (iv) two other individuals to be mutually agreed upon by the
Ad Hoc Group and Plainfield prior to Confirmation."

The Court subsequently signed an order approving the Disclosure
Statement.

                         About Wolverine Tube

Huntsville, Alabama-based Wolverine Tube, Inc., is a global
manufacturer and distributor of copper and copper alloy tube,
fabricated products, and metal joining products.  The Company
currently operates seven facilities in the United States, Mexico,
China, and Portugal.  It also has distribution operations in the
Netherlands and the United States.

Wolverine Tube sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 10-13522) on Nov. 1, 2010.  Mark E. Felger, Esq.,
and Simon E. Fraser, Esq., at Cozen O'Connor represent the Debtor.
Scott K. Rutsky, Esq., and Adam T. Berkowitz, Esq., at Proskauer
Rose LLP, serve as the Debtor's special corporate and tax counsel.
Deloitte Financial Advisory Services LLP is the Debtor's financial
advisor.  Donlin Recano & Company, Inc., is the Debtor's claim
agent.  The Debtor disclosed $115 million in total assets and
$237 million in total debts at the time of the filing.

Affiliates Tube Forming, L.P. (Bankr. D. Del. Case No. 10-13523),
Wolverine Joining Technologies, LLC (Bankr. D. Del. Case No.
10-13524), TF Investor Inc. (Bankr. D. Del. Case No. 10-13525),
and WT Holding Company, Inc. (Bankr. D. Del. Case No. 10-13526)
filed separate Chapter 11 petitions.

No official committee of unsecured creditors has been appointed in
the case.


ZANETT INC: Incurs $1.66 Million Net Loss in 2010
-------------------------------------------------
Zanett Inc. filed with the U.S. Securities and Exchange Commission
its annual report on Form 10-K reporting a net loss of $1.66
million on $48.04 million of revenue for the year ended Dec. 31,
2010, compared with a net loss of $2.32 million on $41.37 million
of revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $28.29 million
in total assets, $22.69 million in total liabilities and $5.60
million in total stockholders' equity.

Amper, Politziner & Mattia, LLP, in New York, 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 incurred a
significant loss from continuing operations, has a working capital
deficit and all of its outstanding debt is either currently
payable or payable within the next twelve months.

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

                        http://is.gd/gJzikX

                         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.

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.


ZANETT INC: Restates Third Quarter 2010 Form 10-Q
-------------------------------------------------
Zanett Inc. filed with the U.S. Securities and Exchange Commission
an Amendment No. 1 to its quarterly report on Form 10-Q/A for the
period ended Sept. 30, 2010, which was originally filed on
Nov. 15, 2010.  The amendment is being filed for the purpose of
restating certain amounts in Item 1, Financial Statements, Item 2,
Management's Discussion and Analysis of Financial Condition and
Results of Operations, and to provide currently dated
certifications from the Company's chief executive officer and
chief financial officer as required by Section 302 and 906 of the
Sarbanes Oxley Act of 2002.

The Company re-evaluated its accounting with respect to the
conversion feature in the Company's convertible note issued to
Rockport Investments Ltd. on March 31, 2010.  The Company did not
initially bifurcate the conversion feature and account for it
separately as a derivative liability at inception in accordance
with ASC 815-15, "Derivatives and Hedging- Embedded Derivatives".
The fair value of this derivative liability was not material at
inception and the changes in fair value during the year were also
not material.  On Sept. 17, 2010, the Company incorrectly
recognized a Beneficial Conversion Feature upon the reset of the
conversion rate on that date.  In accordance with ASC 470-20,
"Debt-Debt with Conversion and Other Options", a BCF should not
have been recognized upon this reset.

As of Sept. 17, 2010, the Company initially recorded a BCF of
$1,369,054 as a reduction in debt and an offsetting increase in
additional paid-in capital.  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 revised accounting treatment with respect to the BCF, as
reflected in this restatement, resulted 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 at Sept. 30, 2010.

The Company's restated statement of operations reflects net income
of $103,095 on $12.69 million of revenue for the three months
ended Sept. 30, 2010, compared with net income of $94,660 on $0 of
revenue as originally reported.  The restated statement of
operations also reflects a net loss of $684,809 on $35.15 million
of revenue for the nine months ended Sept. 30, 2010, compared a
net loss of $693,244 on $0 of revenue as originally reported.

The Company's restated balance sheet at Sept. 30, 2010 showed
$29.10 million in total assets, $22.53 million in total
liabilities and $6.57 million in total stockholders' equity,
compared with $29.10 million in total assets, $21.16 million in
total liabilities and $7.94 million in total stockholders' equity.

A full-text copy of the amended quarterly report is available for
free at http://is.gd/h35UEp

                         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.

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.

The Company reported a net loss of $1.66 million on $48.04 million
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $2.32 million on $41.37 million of revenue during the
prior year.

The Company's balance sheet at Dec. 31, 2010 showed $28.29 million
in total assets, $22.69 million in total liabilities and $5.60
million in total stockholders' equity.

Amper, Politziner & Mattia, LLP, in New York, 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 incurred a
significant loss from continuing operations, has a working capital
deficit and all of its outstanding debt is either currently
payable or payable within the next twelve months.


* Cash-Strapped Cities Still Leery of Chapter 9
-----------------------------------------------
Hilary Russ at Bankruptcy Law360 reports that as scores of cities
and counties grapple with massive pension obligations, falling
property tax income and other fiscal hardships, some are looking
to bankruptcy to solve their problems - but experts warn that
Chapter 9 might not be quite the remedy distressed municipalities
expect.


* Housing Starts in U.S. Rose 7.2% in March to 549,000 Pace
-----------------------------------------------------------
Carla Main at Bloomberg News reports that a gain in March housing
starts failed to make up for ground lost the prior month, as U.S.
home builders continue to struggle almost two years into the
economic recovery.  Work began on 549,000 houses at an annual
pace, up 7.2% from the prior month and exceeding the 520,000
median forecast of economists surveyed by Bloomberg News, figures
from the Commerce Department showed April 19 in Washington. Starts
fell 19% in February to the lowest level in almost two years.

The Bloomberg report relates that housing, which pushed the
economy into the recession, remains the weak link in the recovery
and continues to weigh on consumer spending as home prices fall.
The prospect of more foreclosures and joblessness forecast to
average 8.7% this year means any recovery in housing may take time
to develop.


* Sheldon Good to Conduct "Absolute" Chapter 7 Auction on May 24
----------------------------------------------------------------
Sheldon Good and Company, a Racebrook Portfolio Company and
America's leading real estate auctioneer, has been retained by
Charles M. Forman, the Chapter 7 Trustee, to auction 9 separate
apartment buildings centrally located in Plainfield, New Jersey as
part of a US Bankruptcy Court authorized sale on Tuesday, May 24,
2011.

All buildings will be sold "Absolute," regardless of price, and
free and clear of liens, subject to the approval of the United
States Bankruptcy Court District of New Jersey, making this a
remarkable opportunity for a variety of investors. Suggested
opening bids will range from $250,000 - $2,000,000.

Mr. Forman, of the law firm of Forman Holt Eliades & Ravin LLC,
said: "The auction sale of this portfolio is the most efficient
and cost-effective method of liquidating these assets. It offers
tremendous value to the buyers, and ultimately benefits all
involved in the process."

John Cuticelli, CEO of Sheldon Good & Company, added: "Because
this is a Chapter 7 bankruptcy liquidation sale, this auction
offers an incredible opportunity for investors to name their price
and acquire real estate that is already proven successful.  These
buildings are all nearly entirely occupied and have been very well
maintained, so there is tremendous long term investment
potential."

Interested buyers can view the buildings starting on April 27,
from 10:00 a.m. to 2:00 p.m.  Attendees are to meet and register
at the sales office located at Columbia Apartments, 128 East 7th
Street.  The auction will take place on Tuesday, May 24, at the
Hilton Woodbridge, located at 120 Wood Avenue South in Iselin,
New Jersey.  Registration starts at 12:00 p.m., and the auction
will start at 1:00 p.m.

For more information on the auction and to view the available
apartments at pre-auction open houses, call 800-516-0015, or visit
http://www.plainfieldaptauction.com/

The nine properties included in the sale are:

Apex Apartments, located at 117 Crescent Avenue, features a four-
story 42-unit brick building built in the 1960's consisting of 24
studio apartments, 17 one-bedroom units, and 1 two-bedroom unit.
The complex also features 43 parking spaces -- 26 outdoor and 17-
garaged. Apex Apartments is currently 88% occupied.  The suggested
opening bid is $850,000.

Columbia Apartments, located at 128 East Seventh Street, is a
well-maintained three-story 28-unit brick apartment building from
the 1950's containing 27 one-bedroom units and 1 two-bedroom unit,
as well as 15 garage parking spaces and 12 additional surface
parking spaces.  The building is currently 96% occupied, and the
suggested opening bid is $650,000.

The Cleveland is a three-story "H" shaped 12-unit apartment
building complete with garage located at 138 East Seventh Street.
Originally constructed in the 1920's, the unit mix consists of 6
one-bedroom apartments and 6 two-bedroom apartments with a one-
story garage in the rear of the building. The Cleveland is
currently 100% occupied. The suggested opening bid is $325,000.

East Front Street Towers, located at 600 East Front Street, is a
three-story brick apartment building from the 1960's with 39 units
consisting of 6 studio apartments, 24 one-bedrooms, and 9 two-
bedrooms. East Front Street Towers also includes 44 parking
spaces. It is currently 92% occupied, and the suggested opening
bid is $900,000.

Franklin Place is a three-story, 16-unit building located at 346
Franklin Place constructed in the 1960's that includes 10 studio
units and 6 one-bedroom units. This well-maintained building also
features 25 onsite parking spaces and is currently 100% occupied.
The suggested opening bid is $250,000.

Joyce Gardens is located at 611-619 Clinton Avenue and 1226-619
West Seventh Street.  The complex is comprised of 2 two-story
brick garden-style apartment buildings. The larger "L" shaped
building, located on West Seventh Street, has 32 units, and the
smaller building on Clinton Ave encompasses 8 units. Both
properties have garage spaces available with a total of 47 spaces
between the two buildings.  Joyce Gardens is currently 88%
occupied, and the suggested opening bid is $1,500,000.

Madison Avenue Apartments, located at 9-23 Madison Avenue, is a
three-story, 24-unit brick apartment building originally
constructed in the 1920's.  It consists of 8 two-bedroom units and
16 three-bedroom units and is currently 100% occupied.  The
suggested opening bid is $800,000.

Town and Country is located at 666-682 West 7th Street.  The
complex consists of three well-maintained two-story brick garden-
style apartment buildings with 69 rentable residences.  Built in
the 1960's, there are 6 studio units, 51 one-bedroom units, and 12
two-bedroom units.  There are 95 parking spaces available for
tenants, and the apartments are currently 77% occupied. The
suggested opening bid is $1,500,000.

Viola's Place, located at 165 Crescent Avenue, features a four-
story 19-unit brick building originally constructed in the 1920's.
This well-maintained building includes 1 studio unit, 4 one-
bedroom units, and 14 two- bedroom units. There are also 25 onsite
surface parking spaces available for residents. Viola's place is
currently 95% occupied. The suggested opening bid is $500,000.

                        About Sheldon Good

Sheldon Good & Company is America's Real Estate Auctioneer(TM). As
the nation's leading provider of strategic marketing and
structured accelerated sales solutions, the firm has a 45-year
track record of proven results, has sold billions of dollars worth
of properties in every real estate asset class, and has the
highest closing ratio in the industry.

Sheldon Good & Company is a Racebrook Portfolio Company, part of a
family of enterprises offering a wide range of services in the
special situation and opportunistic real estate sector that
include: advisory and consulting services; acquisition, investment
and disposition capabilities; and workout and restructuring
services.  The firm's headquarters are based in New York City,
with primary offices in Chicago, Miami, Denver, Los Angeles, San
Francisco and other strategic locations nationwide.

                     About Forman Holt Eliades

Forman Holt Eliades & Ravin LLC represents trustees, secured and
unsecured creditors, debtors, franchisors, committees and others
in all aspects of insolvency related proceedings and commercial
disputes.  Mr. Forman has more than 30 years experience as an
attorney and trustee, and has overseen more than 10,000
reorganization and liquidation cases.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In Re William Canelos
   Bankr. M.D. Fla. Case No. 11-02571
      Chapter 11 Petition filed April 9, 2011

In Re Matthew Butler
   Bankr. D. Mass. Case No. 11-13231
      Chapter 11 Petition filed April 9, 2011

In Re Jose Alvarez
   Bankr. C.D. Calif. Case No. 11-14444
      Chapter 11 Petition filed April 10, 2011

In Re Peter McFarland
   Bankr. M.D. Fla. Case No. 11-06750
      Chapter 11 Petition filed April 10, 2011

In Re Agustin Luna
   Bankr. C.D. Calif. Case No. 11-14447
      Chapter 11 Petition filed April 10, 2011

In Re James Norton
   Bankr. E.D. Calif. Case No. 11-28942
      Chapter 11 Petition filed April 11, 2011

In Re Mark Matovich
   Bankr. N.D. Calif. Case No. 11-53390
      Chapter 11 Petition filed April 11, 2011

In Re Guy Bennett Rubin, P.A.
   Bankr. M.D. Fla. Case No. 11-02595
      Chapter 11 Petition filed April 11, 2011
         See http://bankrupt.com/misc/flmb11-02595.pdf

In Re Olson Hospitality of Florida, LLC
   Bankr. M.D. Fla. Case No. 11-05228
      Chapter 11 Petition filed April 11, 2011
         See http://bankrupt.com/misc/flmb11-05228.pdf

In Re Mangia Mangia, Inc.
   Bankr. N.D. Ill. Case No. 11-15359
      Chapter 11 Petition filed April 11, 2011
         See http://bankrupt.com/misc/ilnb11-15359.pdf

In Re Erma Orscheln
   Bankr. D. Kan. Case No. 11-20991
      Chapter 11 Petition filed April 11, 2011

In Re Bodacious Barbeque, LLC
         dba Firefly's Framingham
   Bankr. D. Mass. Case No. 11-41459
      Chapter 11 Petition filed April 11, 2011
         See http://bankrupt.com/misc/mab11-41459.pdf

   In Re Q Cafe, LLC
         dba Firefly's Marlborough
      Bankr. D. Mass. Case No. 11-41460
         Chapter 11 Petition filed April 11, 2011
            See http://bankrupt.com/misc/mab11-41460.pdf

In Re Gordon Nitz
   Bankr. D. Nev. Case No. 11-51167
      Chapter 11 Petition filed April 11, 2011

In Re William F. Loftus Associates, Inc.
         aka William F. Loftus Engineering, Inc.
   Bankr. D. N.J. Case No. 11-21250
      Chapter 11 Petition filed April 11, 2011
         See http://bankrupt.com/misc/njb11-21250.pdf

In Re Nancy Boland
   Bankr. E.D.N.C. Case No. 11-02845
      Chapter 11 Petition filed April 11, 2011

In Re Brenda Sepulvado-Ramos
   Bankr. D. Puerto Rico Case No. 11-03065
      Chapter 11 Petition filed April 11, 2011

In Re Continental Oil Services, Inc.
   Bankr. M.D. Tenn. Case No. 11-03719
      Chapter 11 Petition filed April 11, 2011
         See http://bankrupt.com/misc/tnmb11-03719.pdf

In Re Cumberland View Clinic, LLC
   Bankr. M.D. Tenn. Case No. 11-03708
      Chapter 11 Petition filed April 11, 2011
         See http://bankrupt.com/misc/tnmb11-03708.pdf

In Re Lebanon Baptist Church
   Bankr. E.D. Va. Case No. 11-32445
      Chapter 11 Petition filed April 11, 2011
         See http://bankrupt.com/misc/vaeb11-32445.pdf

In Re Pacific Learning Center LLC
   Bankr. W.D. Wash. Case No. 11-14113
      Chapter 11 Petition filed April 11, 2011
         See http://bankrupt.com/misc/wawb11-14113.pdf

In Re Jabr Hazem
   Bankr. D. Ariz. Case No. 11-10083
      Chapter 11 Petition filed April 12, 2011

In Re CTC Renewables Corporation
   Bankr. C.D. Calif. Case No. 11-15130
      Chapter 11 Petition filed April 12, 2011
         See http://bankrupt.com/misc/cacb11-15130.pdf

In Re Gholam Zal
   Bankr. C.D. Calif. Case No. 11-14548
      Chapter 11 Petition filed April 12, 2011

In Re Meenesh Mehta
   Bankr. C.D. Calif. Case No. 11-25913
      Chapter 11 Petition filed April 12, 2011

In Re S & I Real Properties LLC
   Bankr C.D. Calif. Case No. 11-25838
      Chapter 11 Petition filed April 12, 2011
         filed pro se

In Re Gene Allen
   Bankr. N.D. Calif. Case No. 11-53416
      Chapter 11 Petition filed April 12, 2011

In Re Maria Brooks
   Bankr. N.D. Calif. Case No. 11-31406
      Chapter 11 Petition filed April 12, 2011

In Re Alejandro Crosthwaite
   Bankr. S.D. Calif. Case No. 11-06070
      Chapter 11 Petition filed April 12, 2011

In Re Mark Neighbors
   Bankr. D. Kan. Case No. 11-21003
      Chapter 11 Petition filed April 12, 2011

In Re North Topeka Associates, A.M.
        aka North Topeka Associates AM
        dba Jenla Real Estate Management Services
   Bankr. D. Kan. Case No. 11-21012
      Chapter 11 Petition filed April 12, 2011
         See http://bankrupt.com/misc/ksb11-21012.pdf

In Re Dimall Food, Inc.
   Bankr. S.D.N.Y. Case No. 11-11690
      Chapter 11 Petition filed April 12, 2011
         See http://bankrupt.com/misc/nysb11-11690.pdf

In Re Judy Smith
   Bankr. S.D.N.Y. Case No. 11-22691
      Chapter 11 Petition filed April 12, 2011

In Re Jerry Sprout
      Leslie Carpenter-Sprout
   Bankr. S.D. Ohio Case No. 11-53853
      Chapter 11 Petition filed April 12, 2011

In Re Jopindar Harika
   Bankr. W.D. Pa. Case No. 11-22311
      Chapter 11 Petition filed April 12, 2011

In Re Austin Verde, LLC
        dba Antonio's Restaurant
   Bankr. W.D. Texas. Case No. 11-10895
      Chapter 11 Petition filed April 12, 2011
         See http://bankrupt.com/misc/txwb11-10895.pdf

In Re Anthony Maniaci
   Bankr. D. Ariz. Case No. 11-10270
      Chapter 11 Petition filed April 13, 2011

In Re John Woolfenden
   Bankr. D. Ariz. Case No. 11-10401
      Chapter 11 Petition filed April 13, 2011

In Re Russell Parks
   Bankr. C.D. Calif. Case No. 11-15230
      Chapter 11 Petition filed April 13, 2011

In Re Monte Smith
   Bankr. E.D. Calif. Case No. 11-29192
      Chapter 11 Petition filed April 13, 2011

In Re Robert Ward
   Bankr. D. Colo. Case No. 11-18285
      Chapter 11 Petition filed April 13, 2011

In Re Meredith Patterson
   Bankr. S.D. Fla. Case No. 11-19929
      Chapter 11 Petition filed April 13, 2011

In Re Michael Shahwan
   Bankr. N.D. Ill. Case No. 11-15806
      Chapter 11 Petition filed April 13, 2011

In Re Rebecca Whitlock
   Bankr. D. Nev. Case No. 11-15528
      Chapter 11 Petition filed April 13, 2011

In Re Anthony Allen
   Bankr. D. N.J. Case No. 11-21526
      Chapter 11 Petition filed April 13, 2011

In Re James Burns
   Bankr. E.D.N.C. Case No. 11-02942
      Chapter 11 Petition filed April 13, 2011

In Re Alfred Szymborski
   Bankr. E.D. Pa. Case No. 11-12991
      Chapter 11 Petition filed April 13, 2011

In Re Nebojsa Fazlovic
      Karmelita Fazlovic
   Bankr. E.D. Wis. Case No. 11-25277
      Chapter 11 Petition filed April 13, 2011



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Philline Reluya, Ronald C. Sy, Joel Anthony G.
Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2011.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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