TCR_Public/110428.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 28, 2011, Vol. 14, No. 116

                            Headlines

5TH AVENUE: Wants to Hire Blitz Lee as Accountant
5TH AVENUE: Plan Filing Exclusivity Expires April 30
9401 SOUTHWEST: U.S. Trustee Unable to Form Creditors Committee
9401 SOUTHWEST: Gives Up Property to MidFirst, Seeks Dismissal
AIRTRAN HOLDINGS: Southwest Merger Gets Antitrust Clearance

ALISO COMMONS: Court to Hear Bank's Dismissal Request Today
AMBASSADORS INT'L: Judges OKs Tweaked Bankruptcy Loan Deal
AMERICAN APPAREL: Secures $14.9 Million From Rescue Financiers
APPLIED MINERALS: PMB Helin Raises Going Concern Doubt
ASARCO LLC: Files Post-Confirmation Report for 1st Quarter

ASARCO LLC: District Court Rules on Transcript Costs
ASARCO LLC: Demolition of El Paso Site Begins
ASNACO LLC: Gets Access to Cash Collateral Until May 23
BANNING LEWIS: Seeks to Sell Colorado Development at Auction
BARNES BAY: Committee Wants to Tap Womble Carlyle as Co-Counsel

BARNES BAY: Committee Seeks to Hire Brown Rudnick as Co-Counsel
BARNES BAY: Committee Retain FTI as Financial Advisors
BARNES BAY: Files Schedules of Assets and Liabilities
BARRINGTON BROADCASTING: S&P Raises Corp. Credit Rating to 'B'
BEACONCAST MEDIA: Files for Chapter 7 Liquidation

BERNARD L. MADOFF: Investors Demand Report on Ponzi Probe
BLACKBOARD INC: S&P Places 'BB-' on Watch Due to Unsolicited Offer
BLOCKBUSTER INC: Dish Closes $320 Mil. Purchase After Judge's OK
BOSTON GENERATING: Dodges 225 Claims from Execs., Creditors
BUILDERS FIRSTSOURCE: Incurs $21.2-Mil. Net Loss in 1st Quarter

CAPITAL HOME: TCF Seeks Dismissal or Conversion of Ch. 11 Case
CATASYS, INC: Files Registration Statement for $10-Mil. Offering
CATASYS, INC: Registers Shares for $14-Mil. Stock Incentive Plan
CHINA VOICE: Posts $186,500 Net Loss in Dec. 31 Quarter
CHINA SHEN ZHOU: Sherb & Co. Raises Going Concern Doubt

CMP SUSQUEHANNA: S&P Raises Corporate Credit Rating to 'B'
CN DRAGON: Incurs $110,400 Net Loss in Dec. 31 Quarter
COLONIAL BANK: FDIC Wants Plan Hearing Delayed Pending Appeal
COLUMBIA FINANCIAL: Fitch Downgrades Individual Rating to 'C'
CONGRESS SAND: Plan Outline Hearing Today

COUNTRYWIDE FIN'L: BofA Wins Dismissal of Securities Suit
CRYOPORT INC: Amends Prospectus for Offering of 39-Mil. Shares
CUMULUS MEDIA: S&P Raises Corporate Credit Rating to 'B'
CUMULUS MEDIA: Moody's Hikes Corporate to 'B1' with CMP Purchase
CUMULUS MEDIA: Amends Investment Agreement with Crestview, et al.

CUMULUS MEDIA: Intends to Offer $610 Million Sr. Notes Due 2019
DEVELOPING EQUITIES: Court Extends Plan Filing Period to May 16
DHILLON PROPERTIES: Wants Alan R. Smith Law Offices as Attorneys
DIABETES AMERICA: Exclusive Plan Filing Pd. Extended to Aug. 19
DIGITILITI INC: Board Chairman Roy Bauer Resigns

DIRECTBUY HOLDINGS: S&P Places 'B' Corporate on Watch Negative
DONG-IN DEVELOPMENT: Bank Wins Dismissal of Chapter 11 Case
DOT VN: To Host Vietnamese Language Domain Name Launch in Hanoi
EDRA BLIXSETH: Ex-Husband Loses Bid to Halt Family Compound Sale
ELEPHANT TALK: Philip Hickman Has 253,864 Shares at Dec. 31

EMIVEST AEROSPACE: Metalcraft Acquires Assets for $5.1 Million
EMPIRE HOLDINGS: U.S. Trustee Seeks Conversion to Chapter 7
ENERGY FUTURE: To Sell $2.5 Billion of Series P, Q & R Sr. Notes
ENERGY FUTURE: To Offer $4.65 Billion of Sr. Notes Due 2017
ENERGY FUTURE: To Offer $1.06 Billion Sr. Secured Notes Due 2020

FIRSTBANK PUERTO RICO: Moody's Downgrades Long-Term Deposits
GLOBAL CROSSING: UK Subsidiary Incurs GBP6.95MM Net Loss in 2010
HARRIS COUNTY: S&P Affirms 'B-' Rating on Junior Lien Bonds
HELLER EHRMAN: Suit v. Arnold Porter Survives Motion to Dismiss
ILLINOIS: Faces $8.3BB Unpaid Obligations  by Fiscal Year End

IMMANUEL LLC: Court Rejects Bid to Redact March 16 Transcript
JETBLUE AIRWAYS: Reports $3 Million Net Income in March 31 Qtr.
JETBLUE AIRWAYS: Provides Updates and Q2 Guidance to Investors
JOHN E HARMS: Tekmen's Motion to Vacate Judgment Denied
JOHNSTON RE: S&P Assigns 'BB-' Ratings on Class A and B Notes

JUNIPER GROUP: Amends 2010 Form 10-K; Posts $3.69-Mil. Profit
LEE ENTERPRISES: Selling $1.055 Billion of Junk Bonds
LEE ENTERPRISES: Moody's Says Ratings Not Affected by Refinancing
LEELAND STATION: Fraser Did Not Earn Commission in Hovnanian Deal
LEHMAN BROTHERS: Wins OK for Add'l Investment in NY Properties

LEHMAN BROTHERS: Wins Approval of Aegis Settlement
LEHMAN BROTHERS: LCPI Has Nod for Innkeepers Bankruptcy Deal
LEHMAN BROTHERS: LCPI Wins OK to Purchase Pine CCS Notes
LEHMAN BROTHERS: Paulson Bought Lehman Debt at Steep Discount
LEHMAN BROTHERS: To Begin Sale Process for Aurora Bank in June

LPATH INC: Files Post-Eff. Amendment to 10.6-Mil Shares Prospectus
LPATH INC: Files 3rd Amendment to 9.12-Mil. Shares Prospectus
LPATH INC: Files 4th Amendment to 25.8-Mil. Shares Prospectus
MACMENAMIN'S GRILL: Avoidance Suit Ruling Conflicts With 3rd Cir.
MERCANTIL COMMERCEBANK: Fitch Affirms 'B' ST Issuer Default Rating

MILLLENNIUM MULTIPLE: Sought Turnover of Cash Value of Policies
NEIMAN MARCUS: Moody's Rates Proposed Term Loan at 'B2'
NGPL PIPECO: S&P Downgrades Corporate Credit Rating to 'BB+'
NNN 2003: Sevens Building Foreclosed, Sold to General Electric
NO FEAR: To Spend $220T of DIP Loan for Racing Brand

NORTEL NETWORKS: Has OK to Sell IP Addresses to Microsoft
PETROFLOW ENERGY: Has Deal to Sell to Equal Energy for $93.5-Mil.
PJ FINANCE: Committee Proposes Carl Marks as Financial Advisers
PRINTCRAFTERS GROUP: Goes Into Receivership, Cuts 125 Jobs
RADIOSHACK CORP: Fitch Rates New Senior Unsecured Notes 'BB'

RADIOSHACK CORP: S&P Rates $300MM Senior UnSecured Notes 'BB'
RASER TECHNOLOGIES: Has Not Paid $10.3MM Under Thermo Financing
RIVER ROAD: Court Approves Two Banks' Plan Outline
SENSATA TECHNOLOGIES: Incurs $8.93-Mil. Net Loss in March 31 Qtr.
SHERWOOD FARMS: Court Confirms Chapter 11 Liquidation Plan

SKINNY NUTRITIONAL: About 1 Million Cases of Skinny Water Sold
SWAY STUDIO: Seeks to Reassign Ad Contracts to Big Block
TASTY BAKING: Compass Merger Offers to Buy All Common Shares
TP INC: Court Rejects Dismissal Motions, Okays Ch. 11 Trustee
TRI-STAR TOOL: Goes Into Receivership, Taps Dizard as Receiver

TRIBUNE CO: Shareholders Have Green Light to Sue Over LBO
TRIBUNE CO: Ex-Officers' Claims Deemed Timely Filed
TRIBUNE CO: Creditors Committee Proposes SVG as Special Counsel
UNITED CONTINENTAL: NMB Election for IAM-Represented FA
UNITED GILSONITE: Can Access $1.5 Million DIP Loan From PNC Bank

UNIVISION COMMUNICATIONS: Moody's Rates Proposed First Lien Notes
UNIVISION COMMUNICATIONS: Fitch Rates Senior Sec. Notes 'B+/RR3'
VANTAGE LOFTS: Case Summary & 20 Largest Unsecured Creditors
WCK, INC.: Voluntary Chapter 11 Case Summary
WORLDCOM INC: Waldinger Has $188T Unsecured Quantum Meruit Claim

W.R. GRACE: Net Income Decreases 3.7% to $54.2-Mil. in 1st Quarter
W.R. GRACE: Wins OK to Implement 2011 Long-Term Incentive Plan
W.R. GRACE: Proposes DeKalB County Consent Order
W.R. GRACE: Court of Appeals Dismisses Anderson Appeal
XINERGY CORP: S&P Assigns 'B-' Corporate Credit Rating

* Recent Small-Dollar & Individual Chapter 11 Filings


                            *********


5TH AVENUE: Wants to Hire Blitz Lee as Accountant
-------------------------------------------------
5th Avenue Partners LLC asks the U.S. Bankruptcy Court for the
Central District of California for permission to employ Blitz Lee
& Company as its accountant.

The firm is expected to prepare consolidated federal and state
income taxes returns for the Debtor and its subsidiary, if
necessary, for the year Dec. 31, 2011, and perform any other tax
accounting services as the Debtor may require of the firm in
connection with its Chapter 11 case.

The firm will charge $15,000 fee for this engagement.

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

Newport Beach, California-based 5th Avenue Partners, LLC, filed
for Chapter 11 protection (Bankr. C.D. Calif. Case No. 10-18667)
on June 25, 2010.  Marc J. Winthrop, Esq., at Winthrop Couchot PC,
in Newport Beach, California, assists the Company in its
restructuring effort.  The Company estimated $10 million to
$50 million in total assets and $50 million to $100 million in
total debts as of the Petition Date.

Peter C. Anderson, the U.S. Trustee for Region 16, appoints nine
members to the Official Committee of Unsecured Creditors in 5th
Avenue Partners' Chapter 11 case.


5TH AVENUE: Plan Filing Exclusivity Expires April 30
----------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
extended the exclusive periods of 5th Avenue Partners LLC to file
a Chapter 11 plan until April 30, 2011, and solicit acceptances of
that plan until June 30, 2011.

                        About 5th Avenue

Newport Beach, California-based 5th Avenue Partners, LLC, filed
for Chapter 11 protection (Bankr. C.D. Calif. Case No. 10-18667)
on June 25, 2010.  Marc J. Winthrop, Esq., at Winthrop Couchot PC,
in Newport Beach, California, assists the Company in its
restructuring effort.  The Company estimated $10 million to
$50 million in total assets and $50 million to $100 million in
total debts as of the Petition Date.

Peter C. Anderson, the U.S. Trustee for Region 16, appoints nine
members to the Official Committee of Unsecured Creditors in 5th
Avenue Partners' Chapter 11 case.


9401 SOUTHWEST: U.S. Trustee Unable to Form Creditors Committee
---------------------------------------------------------------
Judy A. Robbins, the U.S. Trustee for the Southern District of
Texas notified the U.S. Bankruptcy Court that he was unable to
appoint an official Committee of Unsecured Creditors in the
Chapter 11 case of 9401 Southwest Houston LLC.

The U.S. Trustee explained that there are not three eligible
unsecured creditors.

The U.S. Trustee is represented by:

          Ellen M. Hickman, Esq.
          515 Rusk, Suite 3516
          Houston, TX 77002
          Tel: (713) 718-4650
          Fax: (713) 718-4680

Houston, Texas-based 9401 Southwest Houston, LLC, is a single
asset real estate that owns a 95% interest in an office building
at 9401 Southwest Freeway, Houston, Harris County, Texas.  It
filed for Chapter 11 protection (Bankr. S.D. Tex. Case No. 11-
31519) on Feb. 23, 2011.  Edward L. Rothberg, Esq., at Hoover
Slovacek, LLP, serves as the Debtor's bankruptcy counsel.  The
Debtor estimated assets and debts at $10 million to $50 million.


9401 SOUTHWEST: Gives Up Property to MidFirst, Seeks Dismissal
--------------------------------------------------------------
9401 Southwest Houston, LLC, and its principal secured creditor,
MidFirst Bank, ask the U.S. Bankruptcy Court for the Southern
District of Texas to dismiss the Chapter 11 case.

MidFirst Bank is owed approximately $19 million.  The debt is
guaranteed by Andrew A. Lewis who owns a 50% interest in the
Debtor.

On April 14, 2011, the Debtor, MidFirst Bank and guarantor
participated in a voluntary mediation before former Bankruptcy
Judge William Schultz.  During the mediation the parties reached
an agreement.  The primary terms and conditions of the agreement
include:

   a. Entry of an agreed order modifying the automatic stay to
      permit MidFirst Bank to exercise its rights with respect to
      the property (an office building located at 9401 Southwest
      Freeway, Houston, Harris County, Texas), including the right
      of foreclosure, and the delivery of all cash collateral to
      MidFirst.

   b. Entry of an order dismissing the Chapter 11 case.

   c. Upon entry of either the stay order or the dismissal order,
      transfer of all pre- and post- petition rents to MidFirst
      Bank.

   d. Upon entry of the dismissal order, the Debtor will transfer
      the property to MidFirst Bank by deed in lieu of
      foreclosure.

The Debtor adds that other than MidFirst Bank, the schedules
reveal only four other unpaid creditors in the case.  The total
owed these creditors is $72,470.

                About 9401 Southwest Houston, LLC

Houston, Texas-based 9401 Southwest Houston, LLC, is a single
asset real estate that owns a 95% interest in an office building
at 9401 Southwest Freeway, Houston, Harris County, Texas.  It
filed for Chapter 11 protection (Bankr. S.D. Tex. Case No. 11-
31519) on Feb. 23, 2011.  Edward L. Rothberg, Esq., at Hoover
Slovacek, LLP, serves as the Debtor's bankruptcy counsel.  The
Debtor estimated assets and debts at $10 million to $50 million.

No trustee or examiner has been appointed in the Debtor's
bankruptcy case and no official committee of unsecured creditors
has yet been established.


AIRTRAN HOLDINGS: Southwest Merger Gets Antitrust Clearance
-----------------------------------------------------------
Dow Jones Newswires' Timothy W. Martin and Brent Kendall report
that the Justice Department on Tuesday gave antitrust clearance to
Southwest Airlines Co.'s $1.4 billion takeover of AirTran Holdings
Inc., setting the stage for the two budget carriers to close the
acquisition next week.  According to Dow Jones, the Justice
Department said the merger "is not likely to substantially lessen
competition."

Dow Jones reports a Southwest spokesman said the carrier is now
awaiting an order from the Transportation Department related to
the transfer of routes, which should come "in the next day or
two."

The merger was announced deal in September.  Southwest previously
said it planned to close the acquisition on May 2.

                       About AirTran Holdings

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

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

                          *     *     *

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

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

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

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


ALISO COMMONS: Court to Hear Bank's Dismissal Request Today
-----------------------------------------------------------
The Hon. Theodor Albert of the U.S. Bankruptcy Court for the
Central District of California will convene a hearing today,
April 27, 2011, at 10:00 a.m., to consider American Security
Bank's request to dismiss or convert the Chapter 11 case of Aliso
Commons Corner LLC.

As reported in the Troubled Company Reporter on April 12, American
Security, a secured creditor, asked that the Court dismiss or
convert the Debtor's case, or prohibit or condition the use of
cash collateral, explaining that:

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

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

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

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

                     About Aliso Commons Corner

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


AMBASSADORS INT'L: Judges OKs Tweaked Bankruptcy Loan Deal
----------------------------------------------------------
Dow Jones' DBR Small Cap reports that Judge Kevin Gross indicated
that he would sign off on a revised version of Ambassadors
International Inc.'s bankruptcy loan deal, which incorporates
changes pushed for by unsecured creditors in the case.

According to the report, Judge Gross gave final approval to the
financing Ambassadors said it needs to stay afloat during its
Chapter 11 proceedings, according to papers filed with the U.S.
Bankruptcy Court in Wilmington, Del.

Judge Gross is set to enter an order soon affirming the tweaked
$10 million term-loan facility, the report notes.  In its original
incarnation, the deal generated protests from unsecured creditors.
The official committee in the case last week filed an objection to
the final bankruptcy financing bid, saying it gave too much power
to the company's bankruptcy lender, Whippoorwill Associates Inc.,
which is also the company's prebankruptcy lender, shareholder and
senior noteholder, Dow Jones' DBR says.

                 About Ambassadors International

Headquartered in Seattle, Washington, Ambassadors International,
Inc. (NASDAQ: AMIE) -- http://www.ambassadors.com/-- operates
Windstar Cruises, a three-ship fleet of luxury yachts.  Carrying
148 to 312 guests, the luxurious ships of Windstar cruise to
nearly 50 nations, calling at 100 ports throughout Europe, the
Caribbean and the Americas.

Ambassadors International Inc. and 11 affiliates sought Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 11-11002) on
April 1, 2011, to sell Windstar Cruises to Whippoorwill Associates
Inc. for $40 million, absent higher and better bids at a
bankruptcy auction.

The Company's subsidiaries organized outside the United States are
not Debtors in the Chapter 11 Case, nor are they parties to any
insolvency or reorganization proceedings in their home
jurisdictions.

Kristopher M. Hansen, Esq.; Sayan Bhattacharyya, Esq.; Marianne
Mortimer, Esq.; and Matthew G. Garofalo, Esq., at Stroock &
Stroock & Lavan LLP, serve as the Debtors' bankruptcy counsel.
Daniel J. DeFranceschi, Esq., and Michael Joseph Merchant, Esq.,
at Richards, Layton & Finger, serve as the Debtors' co-counsel.
Imperial Capital, LLC, is the Debtors' financial advisor.  Phase
Eleven Consultants, LLC, is the Debtors' claims and notice agent.


AMERICAN APPAREL: Secures $14.9 Million From Rescue Financiers
--------------------------------------------------------------
Dow Jones' DBR Small Cap reports that American Apparel Inc. said
it raised $14.9 million in rescue financing from a group of
investors led by Canadian financier Michael Serruya and private
equity firm Delavaco Capital Corp., allowing the casual clothing
retailer to meet obligations to its lenders for the time being.

According to the report, liquidity problems have dogged American
Apparel for most of the past year amid declining sales.  The
report relates that the company first warned in May that it could
fall out of compliance with its debt covenants before it narrowly
averted a default.

Under the deal, the report notes, the company will sell about 15.8
million shares of common stock at 90 cents a share to a group of
private investors led by Serruya, the former chief executive of
Canada's CoolBrands International Inc.

Dow Jones' DBR Small Cap notes that the investors also can buy an
additional 27.4 million shares at the same price within 180 days,
subject to certain adjustments.  The price represents a 43%
discount to Monday's close, the report says.

The Company had about 73.8 million shares outstanding at the end
of last year, the report adds.

                      About American Apparel

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

                       Bankruptcy Warning

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

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

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

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

The Wall Street Journal notes American Apparel currently owes
about $81 million to Lion Capital and an additional $58 million on
a credit line with Bank of America Corp.  According to the
Journal, Skadden, Arps, Slate, Meagher & Flom has been advising
the company on its recent restructuring efforts alongside
investment bank Rothschild Inc.


APPLIED MINERALS: PMB Helin Raises Going Concern Doubt
------------------------------------------------------
Applied Minerals, Inc., filed on April 15, 2011, its annual report
on Form 10-K for the fiscal year ended Dec. 31, 2010.

PMB Helin Donovan, LLP, in Spokane, Washington, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has an accumulated deficit from operations and a net deficiency in
working capital.

The Company reported a net loss of $4.77 million for 2010,
compared with a net loss of $6.77 million for 2009.  The Dragon
Mine property has yet to produce any significant revenue and, as
such, the Company generated no gross profit for the twelve months
ended Dec. 31, 2010, and 2009.

At Dec. 31, 2010, the Company's balance sheet showed $4.07 million
in total assets, $5.63 million in total liabilities, and
stockholders' deficit of $1.56 million.

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

                       http://is.gd/C0hi4q

New York City-based Applied Minerals, Inc. (OTC BB: AMNL) is a
leading global producer of halloysite clay used in the development
of advanced polymer, catalytic, environmental remediation, and
controlled release applications.  The Company operates the Dragon
Mine located in Juab County, Utah, the only commercial source of
halloysite clay in the western hemisphere.  Halloysite is an
aluminosilicate clay that forms naturally occurring nanotubes.


ASARCO LLC: Files Post-Confirmation Report for 1st Quarter
----------------------------------------------------------
Mark A. Roberts of Alvarez and Marsal North America, LLC, as Plan
Administrator, prepared a post-confirmation report covering the
period from Jan. 1 to March 31, 2011 for ASARCO LLC and its
affiliates.

The Chapter 11 Plan for the ASARCO LLC Debtors was declared
effective on December 9, 2009.  On that date, the Plan
Administrator received funds, totaling $3,633,127,834, which were
intended to pay for allowed claim amounts and reserved for
unresolved claims.

The Plan Administrator prepared tables on a summary of plan
distributions and administrative expenses incurred by the Debtors
within the reporting period.

On behalf of the Reorganized Debtors, the Plan Administrator made
Plan-related payments, totaling $ 1,648,800, in the first quarter
of 2011.  It also paid $18,343 in professional fees in the same
reporting period.

                      ASARCO LLC, et al.
                   Post-Confirmation Report
               For Quarter Ended March 31, 2011

                              Current                   Balance
                              Quarter    Paid to Date     Due
                            -----------  -------------  -------
  Plan Admin. Fees & Expenses
  ---------------------------
Plan Admin. Compensation       $242,234     $1,654,724        -
Legal Fees                    1,013,550      5,506,666        -
Other Professional Fees         152,824     17,317,942        -
All Other Expenses                5,157        148,977        -

  Distributions
  -------------
Admin. Expenses:
Debtor Prof. Fees               18,343     12,491,906        -
Non-Professional Fees                -    302,933,308        -
Secured Creditors                     -      3,238,416        -
Priority Creditors              141,023      4,524,129        -
Unsecured Creditors              75,670  3,077,622,074        -
Equity Security Holders               -              -        -
Other Payments/Transfers              -    133,295,535        -
                          -------------  -------------  -------
Total Plan Payments           $1,648,800 $3,558,733,678        -
                          =============  =============  =======


                      ASARCO LLC, et al.
                   Post-Confirmation Report
                 on Debtor Professional Fees
               For Quarter Ended March 31, 2011

                               Current                  Balance
  Debtor Professional Fees       Quarter    Paid to Date    Due
  ------------------------     -----------  ------------  -------
AlixPartners LLP                       -      $585,531        -
Anderson Kill & Olick, PC Op Acct      -       770,434        -
Baker Botts LLP                        -     1,097,117        -
Ballared Spahr, LLP                    -         1,205        -
Barclays Capital Inc.                  -     5,565,473        -
Bates White, LLC                       -        85,458        -
Casecentral, Inc.                      -        17,178        -
Charter Oak Financial Consultants      -       140,597        -
Colvin Chaney Saenz & Rodriguez LLP    -            85        -
Creta Law Firm                         -        23,397        -
Elias, Meginnes, Riffle & Seghetti     -         1,125        -
Encore                                 -         3,181        -
Equivalent Data                        -         1,474        -
Eric L. Hiser, PLC                     -         1,687        -
Exponent, Inc.                         -         9,979        -
Fennemore Craig                        -       239,882        -
Friday, Eldredge & Clark, LLP          -           727        -
FTI Consulting, Inc.                   -     1,570,045        -
Fulbright & Jaworski L.L.P.            -        14,525        -
George A. Tsiolis                      -        29,114        -
Gibson, Dunn & Crutcher LLP            -       106,870        -
Gnarus Advisors                        -        10,073        -
Goodstein Law Group PLLC               -         2,202        -
Grant Thornton LLP                     -       256,830        -
Hamilton, Rabinovitz & Alschuler       -         4,486        -
Hanna Brophy MacLean McAleer           -           767        -
Hawley Troxell                         -         2,257        -
Herold Law Operating Account           -        51,243        -
Intralinks Operating Account           -        12,089        -
Jennings, Strouss & Salmon, PLC        -        26,235        -
Jordan, Hyden, Womble & Culbreth       -       247,610        -
Keegan Linscott & Kenon                -       137,666        -
Kramer Rayson LLP                      -        12,623        -
Law Office Of Robert C. Pate           -        26,202        -
Legal Analysis Systems Inc.            -        11,706        -
Little Pedersen Fankhauser             -            36        -
Marten Law Seattle PLLC           18,343        18,343        -
Merrill Communications                 -        26,836        -
Mooney, Wright & Moore, PLLC           -         9,997        -
Oppenheimer, Blend, Harrison & Tate    -       130,180        -
Patton Boggs LLP                       -        43,041        -
Poore, Roth & Robinson, P.C.           -           170        -
Porter & Hedges, L.L.P.                -        43,849        -
Porzio Bromberg & Newman PC            -        71,295        -
Quarles & Brady Streich Lang           -       103,446        -
Reed Smith LLP                         -       269,948        -
Sitrick and Company Inc.               -         5,160        -
Stone Pigmann Regular Checking         -          1,081       -
Stutzman, Bromberg, Esserman & Plif    -        673,916       -
The Claro Group, LLC                   -          7,087       -
The Rangel Law Firm, PC                -          6,903       -
W D Hilton Jr.                         -         13,150       -
Woods LLP                              -            398       -
                           -------------  -------------  ------
    Total                        $18,343    $12,491,906       -
                           =============  =============  ======

The Post-Confirmation Report was delivered to the Court on
April 22, 2011.

                         About Asarco LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

ASARCO LLC filed for Chapter 11 protection on Aug. 9, 2005
(Bankr. S.D. Tex. Case No. 05-21207).  Attorneys at Baker Botts
L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented
the Debtor in its restructuring efforts.

On Dec. 9, 2009, Grupo Mexico, S.A.B., consummated the Chapter
11 plan that it sponsored for Asarco LLC.  The Plan, which was
confirmed both by the bankruptcy and district courts, reintegrated
Asarco LLC back to parent Grupo Mexico concluding the four-year
Chapter 11 proceeding.

Bankruptcy Creditors' Service, Inc., publishes ASARCO Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by ASARCO LLC and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


ASARCO LLC: District Court Rules on Transcript Costs
----------------------------------------------------
Judge Andrew S. Hanen of the U.S. District Court for the Southern
District of Texas found despite its unusual timing and
circumstances, the Bill of Costs filed by Asarco Incorporated and
Americas Mining Corporation for transcripts obtained by their
counsel was timely filed.  He also found that the transcripts
were "needed to determine the appeal" filed by USW and the
Sterlite Entities in relation to a plan confirmation order in the
Debtors' cases.

Dion W. Hayes, Esq., at McGuirewoods LLP, in Richmond, Virginia,
counsel to Asarco Inc. and AMC, filed the Bill, reflecting
$12,970 as costs for obtaining the transcripts.  The transcripts
relate solely to the confirmation trial in the Bankruptcy Court,
which the District Court relied upon in issuing the Confirmation
Order and which was the subject of Appellants' unsuccessful
appeal.

Accordingly, Judge Hanen approved the Bill of Costs and
instructed the Clerk of Court to tax the requested costs against
the Appellants.

                         About Asarco LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

ASARCO LLC filed for Chapter 11 protection on Aug. 9, 2005
(Bankr. S.D. Tex. Case No. 05-21207).  Attorneys at Baker Botts
L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented
the Debtor in its restructuring efforts.

On Dec. 9, 2009, Grupo Mexico, S.A.B., consummated the Chapter
11 plan that it sponsored for Asarco LLC.  The Plan, which was
confirmed both by the bankruptcy and district courts, reintegrated
Asarco LLC back to parent Grupo Mexico concluding the four-year
Chapter 11 proceeding.

Bankruptcy Creditors' Service, Inc., publishes ASARCO Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by ASARCO LLC and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


ASARCO LLC: Demolition of El Paso Site Begins
---------------------------------------------
The demolition of ASARCO LLC's old smelter site, in El Paso,
Texas, has begun last week, ABC-7 reports.

"The landscape is going to change drastically," said Roberto
Puga, a principal at Project Navigator and the custodial trustee
for the Custodial Trust for the Owned Smelter Site in El Paso,
Texas, and the Owned Zinc Smelter in Amarillo, Texas.

"If you look, you see these huge metal tanks, you see huge
concrete buildings, and the huge stacks.  Slowly over the course
of the next 10-12 months, all that will be coming down and
essentially you're going to be seeing a flat piece of property,"
Mr. Puga is quoted by ABC-7 as saying.

The cleanup of the site is part of the $52 million fund that
ASARCO agreed to pay as part of its global environmental
settlement for remediation with various states and agencies,
including the U.S. Environmental Protection Agency.

In a Q&A with Chris Roberts of El Paso Times, Mr. Puga said
ASARCO's iconic smokestack will be destroyed after it was
determined that the stack would cost $14 million to maintain.

Marissa Monroy of ABC-7 says that implosion of the smokestack is
expected to take place in February 2012.

"It will be an implosion of the bottom," Mr. Puga said.  "So
we'll blow the bottom out and it'll come down like a big tree."

Despite the demolition, two buildings will be preserved at the
Site -- a power plant, just off to the side of the ASARCO
smokestack and a yellow adobe building, which was used as the
administration building and was built 124 years ago, ABC-7
reports.

"It contains what I think is unique electrical equipment from the
early 1900s," Mr. Puga said about the power plant.  He added that
the land at the site will be available for redevelopment by about
2016.

                         About Asarco LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

ASARCO LLC filed for Chapter 11 protection on Aug. 9, 2005
(Bankr. S.D. Tex. Case No. 05-21207).  Attorneys at Baker Botts
L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented
the Debtor in its restructuring efforts.

On Dec. 9, 2009, Grupo Mexico, S.A.B., consummated the Chapter
11 plan that it sponsored for Asarco LLC.  The Plan, which was
confirmed both by the bankruptcy and district courts, reintegrated
Asarco LLC back to parent Grupo Mexico concluding the four-year
Chapter 11 proceeding.

Bankruptcy Creditors' Service, Inc., publishes ASARCO Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by ASARCO LLC and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


ASNACO LLC: Gets Access to Cash Collateral Until May 23
-------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
authorized Asnaco LLC to use cash collateral on an interim basis
until the final evidentiary hearing on the cash collateral motion
set for May 23, 2011.

The Court reserves ruling on Branch Banking and Trust Company's
motion to prohibit use of cash collateral until the Final
Evidentiary Hearing.

As reported in the TCR on April 4, 2011, BB&T has asked the Court
to prohibit Asnaco's use of cash collateral.  BB&T said it holds a
perfected security interests in all rents, profits, revenues, or
other income generated from the Debtor's real property in Flagler
County, Florida.  The Property, valued at $11,180,000, consists of
commercial condominium units, many of which are under lease to
third party commercial tenants.  The rents generated by third
party leases constitute cash collateral of the Debtor's bankruptcy
estate in which BB&T has perfected security interest pursuant to
BB&T's mortgage on the Property.

The Court authorized the Debtor to use BB&T's cash collateral,
which consists largely of the rents generated from the Property.
Except as authorized in this Order, the Debtor is prohibited from
use of cash collateral.  Judge Jerry A. Funk maintained that the
Debtor may only use cash collateral in the amounts and for the
items set forth in the budget, subject to these modifications:

   -- Debtor will not pay a management fee or mileage allowance
      for vehicles;

   -- With respect to tenant build outs, the budget figure of
      $10,000 will operate as a ceiling on the amount that the
      Debtor can spend for build outs in any month.  However,
      prior to spending any cash collateral for tenant build
      outs, Asnaco will provide to BB&T all documentation
      reasonably required by BB&T to determine whether BB&T
      consents to the expenditure; and

   -- The budget item for advertising and promotion will be
      limited to $750.

As adequate protection for the Debtor's use of cash collateral,
BB&T is granted a postpetition replacement lien on all cash
collateral acquired by the Debtor after the Petition Date to the
same extent and with the same validity and priority as the
prepetition lien without the need to file or execute any documents
as may otherwise be required under applicable non-bankruptcy law.

As further adequate protection, beginning on April 15, 2011, and
continuing on the fifteenth day of each month thereafter while the
interim order remain in effect, the Debtor will pay to BB&T all
excess rents collected over the items spent in accordance with the
budget for the prior month, less a 2% holdback reserve.

The Debtor will maintain insurance coverage for its property in
accordance with the obligations under BB&T's loan documents.

                        About Asnaco LLC

Palm Coast, Florida-based Asnaco LLC filed for Chapter 11
bankruptcy protection (Bankr. M.D. Fla. Case No. 11-01907) on
March 20, 2011.  Walter J. Snell, Esq., at Snell & Snell, P.A.,
serves as the Debtor's bankruptcy counsel.

The Debtor disclosed $11,297,894 in assets and $21,928,117 in
debts as of the Petition Date.  The Debtor disclosed that its
condominium project in Flagler County, Florida, is worth
$11,180,000, with Branch Banking and Trust Company owed
$12,934,196 for a first mortgage on the property.


BANNING LEWIS: Seeks to Sell Colorado Development at Auction
------------------------------------------------------------
Dow Jones' DBR Small Cap reports that Banning Lewis Ranch Co. is
seeking court approval to put its thousands of acres of Colorado
land up for sale with a leading bid from existing equity holders
Greenfield Partners and Farallon Capital Management.

                        About Banning Lewis

Banning Lewis Ranch Co. is the owner of the undeveloped portion of
a 21,000-acre ranch in Colorado Springs, Colo.   Banning Lewis
Ranch is a master-planned community in Colorado Springs, Colorado.
The first section built, the 350-acre Northtree Village, opened in
September 2007 and will have 1,000 homes priced from the high
$100,000s to the mid-$300,000s.

Banning Lewis Ranch filed for Chapter 11 bankruptcy protection
from creditors (Bankr. D. Del. Case No. 10-13445) on Oct. 28,
2010.  It estimated assets of $50 million to $100 million and
debts of $100 million to $500 million in its Chapter 11 petition.

An affiliate, Banning Lewis Ranch Development I & II, LLC, also
filed for Chapter 11 (Bankr. D. Del. Case No. 10-13446).

Kevin Scott Mann, Esq., at Cross & Simon, LLC, serves as counsel
to the Debtors.  Edward A. Phillips of Eisner Amper LLP has been
retained as the Company's chief restructuring officer.


BARNES BAY: Committee Wants to Tap Womble Carlyle as Co-Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in the bankruptcy
cases of Barnes Bay Development Ltd. and its debtor affiliates
seeks authority from the U.S. Bankruptcy Court for the District of
Delaware to retain Womble Carlyle Sandridge & Rice, PLLC, as its
Delaware co-counsel, nunc pro tunc to April 1, 2011.

The Creditors Committee also selected Brown Rudnick to serve as
its co-counsel in the cases.

Among other things, WCSR will provide the Creditors Committee,
while working with Brown Rudnick to avoid duplication of efforts,
legal advice as necessary with respect to the Creditors
Committee's powers and duties as an official committee appointed
under the Bankruptcy Code, and will assist the Creditors Committee
in investigating the acts, conduct, assets, liabilities, and
financial condition of the Debtors, the operation of the Debtors'
businesses, potential claims, and any other matters relevant to
the cases, to the sale of assets or to the formulation of a plan
of reorganization.

WCSR will be compensated on an hourly basis, plus reimbursement of
the actual and necessary expenses.  WCSR's hourly rates are:

   Members of the Firm     $315 - $650
   Of Counsel              $300 - $500
   Associates              $200 - $445
   Senior Counsel          $350 - $375
   Counsel                 $250 - $430
   Paralegals              $100 - $270

Steven K. Kortanek, Esq., a member of WCSR, assures Judge Peter J.
Walsh that his firm is a "disinterested person," as that term is
defined in Section 101(14) of the Bankruptcy Code.

                        About Barnes Bay

Beverly Hills, California-based Barnes Bay Development Ltd. owns
the Viceroy Anguilla Resort & Residences on the British West
Indies island of Anguilla.  Barnes Bay and two affiliates filed
for Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No.
11-10792) on March 17, 2011.  The Company disclosed that as of as
of Dec. 31, 2010, it had $531 million in assets and $462 million
in debt.

Akin Gump Straus Hauer & Feld LLP is the Debtors' bankruptcy
counsel, and Keithley Lake & Associates is the Debtors' special
Anguillan counsel.  Kurtzman Carson Consultants LLC is the
Debtors' claims, noticing, solicitation and balloting agent.

The Debtors' Chapter 11 plan is intended to facilitate the sale of
the Viceroy Anguilla Resort and Residences.


BARNES BAY: Committee Seeks to Hire Brown Rudnick as Co-Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in the bankruptcy
cases of Barnes Bay Development Ltd. and its Debtor affiliates
seeks permission from the U.S. Bankruptcy Court for the District
of Delaware to retain Brown Rudnick LLP as its co-counsel, nunc
pro tunc to March 31, 2011.

Brown Rudnick will assist and advise the Creditors Committee in
its discussions with the Debtors and other parties-in-interest
regarding the overall administration of the cases and the affairs
of the Debtors in Anguilla, and will represent the Creditors
Committee at hearings to be held before the, among other services.

Adam Wegner, a representative of Exclusive Resorts Real Estate
Holding II, LLC, the co-chair of the Creditors Committee, informs
the Court that Brown Rudnick does not have an office in Delaware
and, as a result, the Creditors Committee is also  seeking, by
separate application, to retain the Delaware-based law firm Womble
Carlyle Sandridge & Rice, PLLC, to serve as co-counsel in the
cases.

Brown Rudnick will be paid for its services on an hourly basis
according to its customary hourly rates in effect when the
services are rendered, plus reimbursement of necessary expenses.
It is anticipated that the lead Brown Rudnick attorneys, who will
represent the Creditors Committee, and other are:

   Professional             Hourly Rate
   ------------             -----------
   Edward S. Weisfelner         $995
   Andrew Dash                  $885
   James W. Stoll               $850
   Gordon Z. Novod              $695
   Laura F. Weiss               $490

Other Brown Rudnick attorneys or paraprofessionals will provide
additional supporting legal services, with hourly rates of $310 to
$995 for attorneys, and $100 to $295 for paraprofessionals.  Brown
Rudnick will also be reimbursed of its actual and necessary out-
of-pocket expenses incurred.

Edward S. Weisfelner, Esq., a member of Brown Rudnick, assures the
Court that Brown Rudnick does not hold or represent an interest
adverse to the Debtors in the matters for which Brown Rudnick is
to be employed, as required by Section 328(c) of the Bankruptcy
Code.

                        About Barnes Bay

Beverly Hills, California-based Barnes Bay Development Ltd. owns
the Viceroy Anguilla Resort & Residences on the British West
Indies island of Anguilla.  Barnes Bay and two affiliates filed
for Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No.
11-10792) on March 17, 2011.  The Company disclosed that as of as
of Dec. 31, 2010, it had $531 million in assets and $462 million
in debt.

Akin Gump Straus Hauer & Feld LLP is the Debtors' bankruptcy
counsel, and Keithley Lake & Associates is the Debtors' special
Anguillan counsel.  Kurtzman Carson Consultants LLC is the
Debtors' claims, noticing, solicitation and balloting agent.

The Debtors' Chapter 11 plan is intended to facilitate the sale of
the Viceroy Anguilla Resort and Residences.


BARNES BAY: Committee Retain FTI as Financial Advisors
------------------------------------------------------
The Official Committee of Unsecured Creditors in Barnes Bay
Development Ltd. and its debtor affiliates' bankruptcy case seeks
authority from the U.S. Bankruptcy Court for the District of
Delaware to retain FTI Consulting, Inc., together with FTI's
wholly owned subsidiaries, agents, independent contractors and
employees, as the Creditors Committee's financial advisors, nunc
pro tunc to April 2, 2011.

As financial advisors, FTI will assist in the review and
monitoring of the Debtors' asset sale process and of financial
information distributed by the Debtors to creditors and others.
FTI will also, among other things, assist the Creditors Committee
in the review of financial related disclosures required by the
Court, including the Schedules of Assets and Liabilities, the
Statement of Financial Affairs and Monthly Operating Reports.

FTI will be compensated based on these hourly rates plus
reimbursement of actual and necessary expenses:

   Senior Managing Directors        $780 - $895
   Directors/Managing Directors     $560 - $745
   Consultants/Senior Consultants   $280 - $530
   Administration/Associates        $115 - $230

The Debtors also agreed to certain indemnification provisions for
FTI.

Matthew Diaz, a Senior Managing Director with FTI, assures the
Court that FTI does not represent any other entity having an
adverse interest in connection with the cases, and therefore, FTI
is eligible to represent the Creditors Committee under Section
1103(b) of the Bankruptcy Code.

                        About Barnes Bay

Beverly Hills, California-based Barnes Bay Development Ltd. owns
the Viceroy Anguilla Resort & Residences on the British West
Indies island of Anguilla.  Barnes Bay and two affiliates filed
for Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No.
11-10792) on March 17, 2011.  The Company disclosed that as of as
of Dec. 31, 2010, it had $531 million in assets and $462 million
in debt.

Akin Gump Straus Hauer & Feld LLP is the Debtors' bankruptcy
counsel, and Keithley Lake & Associates is the Debtors' special
Anguillan counsel.  Kurtzman Carson Consultants LLC is the
Debtors' claims, noticing, solicitation and balloting agent.

The Debtors' Chapter 11 plan is intended to facilitate the sale of
the Viceroy Anguilla Resort and Residences.


BARNES BAY: Files Schedules of Assets and Liabilities
-----------------------------------------------------
Barnes Bay Development Ltd. has filed with the U.S. Bankruptcy
Court for the District of Delaware its schedules of assets and
liabilities, disclosing:

  Name of Schedule                        Assets     Liabilities
  ----------------                        ------     -----------
A. Real Property
B. Personal Property                $3,331,282
C. Property Claimed as Exempt
D. Creditors Holding Secured Claims               $370,000,000
E. Creditors Holding Unsecured
    Priority Claims                                 $39,745,560
F. Creditors Holding Unsecured
    Non-priority Claims                             $72,094,874
                                    -----------     -----------
       TOTAL                         $3,331,282    $481,840,435

                        About Barnes Bay

Beverly Hills, California-based Barnes Bay Development Ltd. owns
the Viceroy Anguilla Resort & Residences on the British West
Indies island of Anguilla.  Barnes Bay and two affiliates filed
for Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No.
11-10792) on March 17, 2011.  The Company disclosed that as of as
of Dec. 31, 2010, it had $531 million in assets and $462 million
in debt.

Akin Gump Straus Hauer & Feld LLP is the Debtors' bankruptcy
counsel, and Keithley Lake & Associates is the Debtors' special
Anguillan counsel.  Kurtzman Carson Consultants LLC is the
Debtors' claims, noticing, solicitation and balloting agent.

The Debtors' Chapter 11 plan is intended to facilitate the sale of
the Viceroy Anguilla Resort and Residences.


BARRINGTON BROADCASTING: S&P Raises Corp. Credit Rating to 'B'
--------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit ratings on Hoffman Estates, Ill.-based TV broadcaster
Barrington Broadcasting LLC to 'B' from 'CCC+'.  The rating
outlook is stable.

"At same time, we raised our issue-level ratings on the company's
senior secured credit facilities to 'B' from 'CCC+', in
conjunction with the corporate credit rating change.  The recovery
rating on this debt remains unchanged at a '3', indicating our
expectation of meaningful (50% to 70%) recovery for lenders in the
event of a payment default," S&P related.

S&P continued, "At same time, we raised our issue-level ratings on
the company's senior subordinated notes to 'CCC+' from 'CCC-'.
The recovery rating on this debt remains unchanged at a '6',
indicating our expectation of negligible (0% to 10%) recovery for
noteholders in the event of a payment default."

"The upgrade reflects Barrington's improved liquidity and credit
metrics as a result of a recovery in advertising demand and a
significant increase in political advertising revenue in 2010,"
said Standard & Poor's credit analyst Jeanne Shoesmith.

The 'B' corporate credit rating reflects Standard & Poor's
expectation of modest revenue and EBITDA declines in 2011, a
nonelection year, due to the absence of political advertising
revenue, partially offset by growth in national and local
advertising revenue.  "The stable rating outlook reflects our
view that Barrington will be able to maintain adequate liquidity
and an appropriate cushion of compliance with its leverage
covenant, even when factoring in the final scheduled step-down at
the end of 2011," S&P added.


BEACONCAST MEDIA: Files for Chapter 7 Liquidation
-------------------------------------------------
NorthFulton.com reports that Beaconcast Media Companies, the
publishing group of The Beacon, a weekly subscription-based
newspaper in North Fulton, Georgia, has declared bankruptcy after
four years of publication.

Jimmy Schorr at Alpharetta reports that the Beaconcast Media, in
its Chapter 7 petition (Case No. 11-61084), disclosed almost
$840,000 in debts and less than $9,100 in assets.

Mr. Schorr notes that Beacon's owner (Mr Fredericks) filed for
personal Chapter 7 bankruptcy (Case No. 08-68182) himself in May
of 2008, claiming assets of $573,890 and debts of $1,034,939.

NorthFulton.com relates that the Beacon was launched in 2007 as
the "Roswell Beacon" by publisher John Fredericks, a Roswell
resident.  The paper focused largely on reporting the politics
surrounding North Fulton's cities, as well as local news.

"We believed in what we were doing," said Mr. Fredericks, who ran
the company with his wife Anne, according to NorthFulton.com.  "We
were determined to make it work.  We put our heart and soul into
it."

The paper was hit hard by the recession and never recovered,
Mr. Fredericks said.  The final nail in the paper's coffin was a
judgment last month against him for several thousand dollars owed
to a creditor.


BERNARD L. MADOFF: Investors Demand Report on Ponzi Probe
---------------------------------------------------------
Carolina Bolado at Bankruptcy Law360 reports that more than 1,200
Bernard L. Madoff Investment Securities LLC investors on Tuesday
asked a bankruptcy court in New York to force the trustee
liquidating the company to produce a report detailing his
investigation into Bernard Madoff's massive Ponzi scheme.

According to Law360, the investors said Madoff trustee Irving
Picard was obligated under the Securities Investor Protection Act
to provide them with any documents he has turned over to the
Securities Investor Protection Corp. during the course of the
investigation into BLMIS' financial affairs.

                       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.


BLACKBOARD INC: S&P Places 'BB-' on Watch Due to Unsolicited Offer
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' corporate
credit rating on Washington, D.C.-based Blackboard Inc. on
CreditWatch with developing implications, which means it may
either raise or lower the ratings.

The CreditWatch listing follows the company's announcement that it
has retained Barclays Capital as its financial advisor in response
to receiving unsolicited, nonbinding proposals to acquire the
company.  Blackboard is evaluating the offers, as well as
strategic alternatives, to enhance shareholder value, including
whether other companies may be interested in acquiring it.

"The company is a provider of enterprise software applications to
educational institutions and publishers with a business profile
that we assess as weak.  For the fiscal year ended Dec. 31, 2010,
Blackboard reported close to $450 million in revenue and $16.6
million in net income, up 110% from the prior year.  The company's
aggressive financial profile reflects its acquisitive growth
strategy, although leverage is currently low for the rating, with
year-end 2010 debt/EBITDA of 1.9x," S&P noted.

"We will monitor developments in response to the unsolicited
offer," said Standard & Poor's credit analyst Jake Schlanger.  "We
could raise the ratings if a higher rated strategic buyer
ultimately acquires Blackboard.  On the other hand, we could
downgrade the company if it proceeds with either a leveraged
recapitalization or is acquired by a financial sponsor."


BLOCKBUSTER INC: Dish Closes $320 Mil. Purchase After Judge's OK
----------------------------------------------------------------
Dish Network Corp. closed its $320 million purchase of Blockbuster
Inc. on Tuesday.

"We are pleased to have purchased the assets of Blockbuster and
look forward to building on the nationally recognized Blockbuster
brand while improving the experience of delivering entertainment
to consumers," said Tom Cullen, executive vice president for DISH
Network, in a press release.

Megan Stride at Bankruptcy Law360 reports that Dish closed on the
deal after the bankruptcy judge approved some last-minute tweaks
to the deal's terms.

Joseph Checkler, writing for Dow Jones' Daily Bankruptcy Review,
reports that Judge Burton R. Lifland on Tuesday signed off on an
amended sale agreement that gives Dish Network Inc. 90 extra days
-- or through July 21 -- to decide on which Blockbuster store
leases to reject and which to assume.  The amendment also allows
Dish 90 more days to decide what to do with third-party contracts
other than store leases.

DBR also notes Weil, Gotshal & Manges LLP's Stephen Karotkin, a
lawyer for Blockbuster, said most landlords have already agreed to
the extension.

DBR notes that Judge Lifland overruled minor objections to the
amendments, including those from Lions Gate Entertainment Corp.,
which wanted Dish to assume revenue-sharing agreements for several
films.

Later in the day on Tuesday, Dish announced that it has completed
the acquisition of Blockbuster assets.

                        About Blockbuster Inc.

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

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

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

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

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

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

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

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

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

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

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


BOSTON GENERATING: Dodges 225 Claims from Execs., Creditors
-----------------------------------------------------------
Samuel Howard at Bankruptcy Law360 reports that a New York
bankruptcy judge overseeing the Chapter 11 liquidation of Boston
Generating LLC on Monday brushed aside hundreds of claims from the
parent company's executives and creditors like an Exxon Mobil
Corp. unit and Chartis Group.

Law360 relates that the judge approved Boston Generating's omnibus
objections to roughly 225 claims, reclassifying claims worth
millions of dollars as general unsecured claims, which are not
compensated under the power generating company's liquidation plan.

                      About Boston Generating

New York-based Boston Generating, LLC, owns nearly 3,000 megawatts
of mostly modern natural gas-fired power plants in the Boston
area.  Privately held Boston Generating is an indirect subsidiary
of US Power Generating Co., and considers itself as the third-
largest fleet of plants in New England.

Boston Generating filed for Chapter 11 protection (Bankr. S.D.N.Y.
Case No. 10-14419) on Aug. 18, 2010.  Boston Generating estimated
its assets and debts at more than $1 billion as of the Petition
Date.

EBG Holdings LLC; Fore River Development, LLC; Mystic, LLC; Mystic
Development, LLC; BG New England Power Services, Inc.; and BG
Boston Services, LLC, filed separate Chapter 11 petitions.

D. J. Baker, Esq., at Latham & Watkins LLP, serves as bankruptcy
counsel for the Debtors.  JPMorgan Securities is the Debtors'
investment banker.  Perella Weinberg Partners, LP, is the Debtors'
financial advisor.  Brown Rudnick LLP is the Debtors' regulatory
counsel.  FTI Consulting, Inc., is the Debtors' restructuring
consultant.  Anderson Kill & Olick, P.C., is the Debtors'
conflicts counsel.  The Garden City Group, Inc., is the Debtors'
claims agent.

The Official Committee of Unsecured Creditors has tapped the law
firm of Jager Smith P.C. as its counsel.


BUILDERS FIRSTSOURCE: Incurs $21.2-Mil. Net Loss in 1st Quarter
---------------------------------------------------------------
Builders FirstSource, Inc., reported a net loss of $21.25 million
on $162.83 million of sales for the three months ended March 31,
2011, compared with a net loss of $31.38 million on $161.37
million of sales for the same period during the prior year.

The Company's balance sheet at March 31, 2011, showed
$403.93 million in total assets, $264.25 million in total
liabilities, and $139.68 million in total stockholders' equity.

"Our sales for the first quarter of 2011 were $162.8 million, up
approximately 1.0% when compared to the first quarter of 2010,
despite an approximate 20 percent decline in single-family starts
over this same time period.  Commodity prices for lumber and
lumber sheet goods were, on average, comparable over these same
periods.  We believe our improved sales performance despite the
difficult macro-economic environment was due to our strong
competitive position and competitors exiting our markets, and is
indicative of market share gains over this time period.  The March
2011 seasonally adjusted annual rate for U.S. single-family
housing starts decreased to 422,000, down approximately 21 percent
from the annualized rate of 535,000 in March 2010," said Floyd
Sherman, Builders FirstSource chief executive officer.  "Actual
U.S. single-family housing starts for the first quarter of 2011
were 89,900, a decrease of 21.4 percent compared to the first
quarter of 2010.  In the South Region, as defined by the U.S.
Census Bureau, and which includes all of our markets, we saw
similar trends as actual single-family housing starts were 52,700,
down 19.3 percent, and single-family units under construction were
110,800, down 14.6 percent compared to the first quarter of 2010."

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/xt9VMx

                     About Builders FirstSource

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

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

                           *     *     *

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

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


CAPITAL HOME: TCF Seeks Dismissal or Conversion of Ch. 11 Case
--------------------------------------------------------------
TCF National Bank asks the U.S. Bankruptcy Court for the Northern
District of Illinois to dismiss Capital Home Sales LLC's
bankruptcy case, or in the alternative, covert the Chapter 11 case
to a case under Chapter 7 of the Bankruptcy Code, or in the second
alternative, appoint a Chapter 11 Trustee.

Prior to the Petition Date, TCF made a loan to the Debtor for
$14,000,000.  As security for the loan, the Debtor granted TCF a
security interest in, among other things, a number of mobile home
units.

Vincent T. Borst, Esq., at Robbins, Salomon & Patt, Ltd., in
Chicago, Illinois -- vborst@rsplaw.com -- relates that pursuant to
an agreed order dated March 18, 2011, between the Debtor and TCF,
th automatic stay has been lifted, pending a stay of execution
until May 31, 2011, to allow TCF to repossess and sell a
substantial number of vacant manufactured home units constituting
its collateral.

Since the commencement of the bankruptcy case, the Debtor has not
filed a single monthly operating report, notwithstanding its
obligation to do so, Mr. Borst contends.  He asserts that the
absence of these reports has resulted in a total lack of
information as the Debtor's operations, payment of expenses,
receipt of income and accrual of liabilities.  He adds that in
light of the Debtor's failure to obtain creditors' consent on
continued interim use of cash collateral, it is unclear whether
the Debtor continues to operate its business or whether its
business operations haves ceased altogether.

                        About Capital Home

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

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


CATASYS, INC: Files Registration Statement for $10-Mil. Offering
----------------------------------------------------------------
Catasys, Inc., filed with the U.S. Securities and Exchange
Commission a Form S-1 registration statement regarding its offer
to sell [__] shares of common stock and warrants to purchase up to
[__] shares of common stock at a proposed maximum aggregate
offering price of $10 million.

The Company's common stock is traded on the OTC Bulletin Board
under the symbol "CATS".  On April 20, 2011 the last reported
sales price for the Company's common stock was $0.07 per share.

A full-text copy of the Form S-1 prospectus is available for free
at http://is.gd/MWYGzh

                        About Hythiam, Inc.

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

The Company reported a net loss of $19.99 million on $448,000 of
total revenues for the twelve months ended Dec. 31, 2010, compared
with a net loss of $9.15 million on $1.53 million of total
revenues during the prior year.

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

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


CATASYS, INC: Registers Shares for $14-Mil. Stock Incentive Plan
----------------------------------------------------------------
Catasys, Inc., registered with the U.S. Securities and Exchange
Commission 216,000,000 shares of common stock under the Catasys,
Inc., 2010 Stock Incentive Plan at a proposed maximum offering
price of $0.065 per share.

                        About Hythiam, Inc.

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

The Company reported a net loss of $19.99 million on $448,000 of
total revenues for the twelve months ended Dec. 31, 2010, compared
with a net loss of $9.15 million on $1.53 million of total
revenues during the prior year.

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

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


CHINA VOICE: Posts $186,500 Net Loss in Dec. 31 Quarter
-------------------------------------------------------
China Voice Holding Corp. filed its quarterly report on Form 10-Q,
reporting a net loss of $186,546 on $262,042 of revenues the three
months ended Dec. 31, 2010, compared with a net loss of
$1,080,430 on $458,624 of revenues for the same period ended
Dec. 31, 2009.

China Voice incurred a net loss of $909,217 on $2,217,575 of
revenues the six months ended Dec. 31, 2010, compared with a net
loss of $2,062,893 on $472,047 of revenues for the same period
ended Dec. 31, 2009.

At Dec. 31, 2010, the Company's balance sheet showed $3,176,679 in
total assets, $1,891,442 in total liabilities, and total equity of
$1,285,237.

"During the six months ended Dec. 31, 2010 and 2009, the Company
had significant operating losses which raise substantial doubt
about the Company's ability to continue as a going concern," the
Company said in the filing.

"The Company has incurred net losses [before preferred dividend]
of approximately $914,946 and $2.2 million for the six months
ended Dec. 31, 2010, and 2009, respectively.  Additionally, during
the six months ended Dec. 31, 2010. and 2009, the Company has used
cash flow in continuing operations of approximately $1.3 million
and $679,581.  Accumulated deficit amounted to $47.2 million and
$46.1 million as of Dec. 31, 2010, and June 30, 2010,
respectively."

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

                       http://is.gd/Taulvh

China Voice Holding Corporation (CHVC) (OTC: CHVC) is a U.S.
publicly-traded holding company headquartered in Dallas, Texas
with a portfolio of next-generation VOIP communications products
and services doing business in the U.S.  Prior to June 30, 2010,
the Company operated in China, but as of that date management
determined that the Company's China assets had been fully impaired
and wrote off the book value and the China operation was
subsequently abandoned.


CHINA SHEN ZHOU: Sherb & Co. Raises Going Concern Doubt
-------------------------------------------------------
China Shen Zhou Mining & Resources, Inc., filed on March 29, 2011,
its annual report on Form 10-K for the fiscal year ended Dec. 31,
2010.

Sherb & Co., LLP, in New York, expressed substantial doubt about
China Shen Zhou Mining's ability to continue as a going concern.
The independent auditors noted that the Company has incurred
operating losses, negative cash flows from operations and has a
working capital deficit.

The Company reported a net loss of $3.4 million on $11.6 million
of revenue for 2010, compared with net income of $3.0 million on
$4.2 million of revenue for 2009.

The difference was mainly due to the fact that in 2009 the Company
repurchased the convertible bonds and gained approximately
$14.0 million on convertible debt extinguishment.

At Dec. 31, 2010, the Company's balance sheet showed $44.2 million
in total assets, $22.4 million in total liabilities, and
stockholders' equity of $21.8 million.

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

                       http://is.gd/VS5s2d

Headquartered in Beijing, China, China Shen Zhou Mining &
Resources, Inc.'s primary business activity is mining, processing
and distributing fluorite ore and processed fluorite powder,
copper, zinc, lead, and other mineral concentrates.  The Company's
common stock is listed on the NYSE AMEX under the symbol "SHZ."
Fluorite is mainly used by the steel industry as a melting agent
and by the fluorite chemical industry to manufacture hydrofluoric
acid, a widely used raw material for the chemical industry.


CMP SUSQUEHANNA: S&P Raises Corporate Credit Rating to 'B'
----------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Atlanta-based CMP Susquehanna Radio Holdings
Corp. to 'B' from 'B-'.  "The rating remains on CreditWatch, where
we placed it with positive implications Feb. 18, 2011," S&P noted.

"At the same time, we raised our issue-level rating on the
company's senior secured debt to 'B' from 'B-'.  The recovery
rating remains at '4', indicating our expectation of average (30%
to 50%) recovery for lenders in the event of a payment default.
We also raised the rating on CMP's senior subordinated notes to
'CCC+' from 'CCC'.  The recovery rating remains at '6', indicating
our expectation of negligible (0% to 10%) recovery for noteholders
in the event of a payment default.  The issue-level ratings were
all removed from CreditWatch.  Upon the successful completion of
the merger between Cumulus and Citadel, we would expect existing
debt at CMP to be refinanced," S&P stated.

"The upgrade and continued CreditWatch listing reflect our view
that debt leverage and financial risk at the consolidated entity
of Cumulus, Citadel, and CMP Susquehanna will be meaningfully
lower than at CMP prior to the merger," said Standard & Poor's
credit analyst Jeanne Shoesmith.  "Pro forma for the proposed
transaction, we estimate that the consolidated company's pro
forma lease-adjusted debt leverage will decrease to the mid- to
high-6x area (depending on the final stock election by
shareholders), compared to CMP's current lease-adjusted debt
leverage of 8.3x at Dec. 31, 2010.  If cost synergies are
included, pro forma lease-adjusted debt leverage drops to the
high-5x to low-6x range.  The consolidated company's increased
scale, geographic diversity, potentially higher pricing power,
along with stronger credit metrics than for CMP premerger, could
be consistent with a 'B+' corporate credit rating."

In completing its CreditWatch review, Standard & Poor's will
evaluate the terms of the capital structure of the combined
entity, as well as its business and financial strategies.  If all
of the debt at CMP Susquehanna is repaid, S&P will withdraw its
ratings on this entity.


CN DRAGON: Incurs $110,400 Net Loss in Dec. 31 Quarter
------------------------------------------------------
CN Dragon Corporation filed its quarterly on Form 10-Q, reporting
a net loss of $110,386 on $80,381 of revenues for the three months
ended Dec. 31, 2010, compared to a net loss (proforma) of $95,683
on $297,135 of revenues for the same period ended Dec. 31, 2009.

The Company changed its accounting year ended from April 30 to
March 31 starting from 2011.

The Company has an accumulated deficit of $5.7 million as of
Dec. 31, 2010.

The Company's balance sheet as of Dec. 31, 2010, showed
$1.73 million in total assets, $274,062 in total liabilities, and
stockholders' equity of $1.46 million.

Albert Wong & Co., in Hong Kong, expressed substantial doubt about
CN Dragon Corporation's ability to continue as a going concern,
following the Company's results for the fiscal year ended
April 30, 2010.  The independent auditors noted that for the year
ended April 30, 2010, the Company has generated revenue of
$341 and has incurred an accumulated deficit $5.2 million.  As of
April 30, 2010, its current liabilities exceed its current assets
by $41,015, which may not be sufficient to pay for the operating
expenses in the next 12 months.

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

                       http://is.gd/4h6mHb

                         About CN Dragon

Based in Hong Kong, China, CN Dragon Corporation was incorporated
under the laws of the State of Nevada on Aug. 30, 2001, under
the name Infotec Business Systems, Inc.  On June 8, 2007, the
Company changed its name to Wavelit, Inc.  On Sept. 14, 2009,
the Company changed its name to CN Dragon Corporation and began
new business operations in the PRC.  On May 17, 2010, the Company
acquired CNDC Corporation, as its wholly-owned subsidiary.

CNDC is a hotel management, development and consulting group.
CNDC was incorporated under the laws of the British Virgin Islands
on March 26, 2008.  CNDC operates through its wholly-owned
subsidiaries, CN Dragon Holdings Ltd and Zhengzhou Dragon Business
Ltd, which were incorporated in Hong Kong and the People's
Republic of China respectively.


COLONIAL BANK: FDIC Wants Plan Hearing Delayed Pending Appeal
-------------------------------------------------------------
Patrick Fitzgerald, writing for Dow Jones' Daily Bankruptcy
Review, reports that  The Federal Deposit Insurance Corp. says any
consideration of Colonial BancGroup Inc.'s bankruptcy-exit plan is
"premature" pending the outcome of the its appeal of a bankruptcy
court ruling involving Colonial BancGroup's failure to shore up
capital levels at its former subsidiary.

The FDIC serves as the receiver for Colonial Bank.  In September,
the FDIC was rebuffed by a bankruptcy judge when it tried to sue
Colonial BancGroup for a $900 million shortfall at Colonial's
banking subsidiary.  The FDIC sold Colonial Bank to BB&T Corp.

According to DBR, the FDIC's lawyers say that any plan to pay back
the parent company's creditors is premature pending the outcome of
that appeal.  DBR notes Colonial's "core assets," according to its
bankruptcy plan, are the disputed assets that the estate and the
FDIC have been fighting over through much of the Chapter 11 case.

"If the FDIC-Receiver is successful in this appeal, the debtor
will be required to immediately cure this deficit," lawyers for
the FDIC said in its filing Monday, according to DBR.  Since the
bankruptcy estate doesn't have the cash, Colonial's Chapter 11
case would have to be converted and the estate liquidated under
Chapter 7 of the Bankruptcy Code, DBR says.

Judge Dwight H. Williams Jr. of U.S. Bankruptcy Court in
Montgomery, Alabama, has scheduled a confirmation hearing on the
plan for next month.

As reported by the Troubled Company Reporter on April 19, 2011,
the FDIC filed a motion to convert the Colonial BancGroup case
from Chapter 11 reorganization to one under Chapter 7 of the
Bankruptcy Code.  The Court scheduled a May 11, 2011, hearing to
consider the Motion to Convert.

                    About The Colonial BancGroup

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

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

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

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


COLUMBIA FINANCIAL: Fitch Downgrades Individual Rating to 'C'
-------------------------------------------------------------
Fitch Ratings has affirmed the long-term Issuer Default Rating
(IDR) and short-term IDR for Columbia Financial, Inc. (CFI) and
Columbia Bank (CB) at 'BBB' and 'F2', respectively.  Concurrently,
Fitch has downgraded the Individual ratings of CFI and CB to 'C'
from 'B/C'.  The Rating Outlook is Stable.

The affirmation of the IDRs reflects CFI's stabilizing non-
performing asset (NPA) levels, low credit losses and solid capital
position.  On the other hand, the downgrade of the Individual
rating is driven by CFI's below-average operating performance in
relation to its peers.  Additionally, the company's limited
revenue diversity and geographic concentration are factors that
constrain the rating.  CB, the banking subsidiary of CFI, is
mainly a real estate lender with loans secured by properties
predominately in northern New Jersey.  The residential mortgage
and commercial real estate (CRE) including construction portfolios
represented over three quarters of the loan portfolio.

While CFI's nonaccrual loans remain elevated compared to
historical levels, Fitch views its asset quality issues as
manageable, particularly in light of the minimal credit losses
over the past several years.  Given the continued difficulties in
the general economy and the NJ real estate market, CB's operating
performance is likely to be negatively affected by provisioning
for the remainder of 2011.  Fitch also notes that CB is exposed to
some larger real estate secured loans that are concentrated by
borrower and geographic area.  However, the company's historically
sound underwriting practices have helped to keep net charge-offs
very low, particularly when compared to similarly rated peers.

Despite a challenging operating environment, CFI's earnings
performance has remained relatively steady, although credit costs
have continued to rise.  That being said, performance continues to
lag behind many similarly-rated peers and Fitch does not
anticipate a material improvement in the foreseeable future.  The
company reported a return on assets (ROA) of 0.40% during the six
months ended March 31, 2011, compared to 0.34% for fiscal year
(FY) 2010.  Pre-provision net revenue PPNR showed a modest
increase in 2010 and represented 1.09% of average assets.  The net
interest margin (NIM) continued to benefit from a lower cost of
funds (2.51% for the quarter ended March 31, 2011).  However,
increases in provisioning expense and increased operating expenses
hurt the bottom line.  Incorporated in Fitch's affirmation and
Outlook is an expectation that CFI would remain profitable.

CFI's conservative capitalization remains one of the key strengths
underlying the rating.  As of March 31, 2011, Fitch Core Capital
stood at 9.05%, compared to 8.60% as of FY 2009.  The company has
continued to build its capital base through retained earnings and
does not face the typical short-term shareholder return pressures
of publicly traded banks.  In December 2010, CB declared and paid
a $40 million dividend to CFI, which will be used to pay down $48
million of subordinated debt coming due in October 2011.  Fitch
views this positively as it demonstrates the flexibility provided
by a solid capital base and reduces double leverage to 111.14% as
of March 31, 2011 (from 121.14% at Sept. 30, 2010).  The company
has no other near-term debt maturities.  Fitch believes the debt
service coverage at the holding company (pro forma for the
upcoming debt maturity) remains conservative at approximately 2.4
times (x).

Recent regulatory reforms, particularly the Dodd-Frank Act, are
likely to have a meaningful impact on CFI's regulatory regime and
capital requirements.  As a thrift holding company, CFI was not
subject to specific regulatory capital requirements at the holding
company level.  However, with the elimination of the Office of
Thrift Supervision (OTS) under the Dodd-Frank Act, Fitch expects
that CFI will become subject to stricter regulatory capital
requirements.  The specifics of these requirements have not yet
been detailed by the Federal Reserve; however, Fitch's ratings
incorporate CFI's ability to meet any new regulatory capital
standards.  Although not an immediate issue, Fitch will evaluate
how management responds to these changes in terms of its growth
and capital strategies.

The Stable Outlook reflects CB's seasoned management team,
conservative underwriting and solid capital levels which have
offset weakness in the loan portfolio.  Issues that could have a
negative impact on the rating and/or Outlook include the
deterioration in credit losses that deviates materially from CFI's
historical norms or inability to stay profitable in light of
higher provision or operating expenses.  Positive momentum in the
ratings and/or Outlook is unlikely over the near term.  However,
improved asset quality, operating performance, and revenue
diversity would be viewed positively by Fitch.

Columbia Bank MHC, a federally chartered mutual holding company
owns all of the stock of CFI.  CFI, in turn, owns 100% of the
common stock of CB, a federal stock savings bank.  Columbia Bank,
which is regulated by the OTS, and headquartered in Fair Lawn, NJ,
has 44 full-service branches, which are located in 10 counties
throughout Northern, Southern, and Central New Jersey.  The bank,
whose customer base is mainly New Jersey residents and businesses,
offers consumer and commercial saving, loan, investment and
retirement products.

Fitch has taken these rating actions:

Columbia Financial Inc.

   -- Long-term IDR affirmed at 'BBB';

   -- Short-term IDR affirmed at 'F2';

   -- Subordinated debt affirmed at 'BBB-';

   -- Individual rating downgraded to 'C' from 'B/C';

   -- Support rating affirmed at '5';

   -- Support floor affirmed at 'NF'

The Rating Outlook is Stable.

Columbia Bank

   -- Long-term deposits affirmed at 'BBB+';

   -- Long-term IDR affirmed at 'BBB';

   -- Short-term deposits affirmed at 'F2';

   -- Short-term IDR affirmed at 'F2';

   -- Individual rating downgraded to 'C' from 'B/C';

   -- Support rating affirmed at '5';

   -- Support floor affirmed at 'NF'.

Columbia Financial Capital Trust I

   -- Preferred stock affirmed at 'BB+'.


CONGRESS SAND: Plan Outline Hearing Today
-----------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas will
convene a hearing today, April 28, 2011, at 2:30 p.m., to consider
adequacy of the Disclosure Statement explaining Congress Sand and
Gravel, LLC and Congress Materials, LLC's Plan of Reorganization,
amended as of April 18.

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

According to the amended Disclosure Statement, the Plan
contemplates payments to all allowed claims against the Debtors
out of cash on hand and out of revenue generated from operations
by the Reorganized Debtors.

                 Treatment of Claims and Interests

   Class of Claims                Estimated Percentage Recovery
   ---------------                -----------------------------
Class 2: Equity Bank ($504,000)                100%

Class 3: Continental Bank($625,000)            100%

Class 4: Bank of the Ozarks ($125,000)         100%

Class 5: Chiron Equipment                      100%
  Claim (385,000)

Class 6: Deere Congress ($140,000)             100%

Class 8: U.S. Bank ($23,275)                   100%

Class 9: Patriot Bank (85,000)                 100%

Class 11: City of Garland ($210,000)           100%

Class 12: Ford Motor Credit ($18,000)          100%

Class 13: Chrysler Finance ($1,500)            100%

Class 14: Oppenheimer, Blend, Harrison
  & Tate and Green Aggregates US
  Trustee fees ($55,000)                       100%

Class 15: General Unsecured Creditors
  - Small Claims under $2,000 or
  creditors who reduce their claims
  to $2,000 ($52,000)                          100%

Class 16: General Unsecured
  Creditors ($1,859,000)                       5.38%

Class 19: SureTec Insurance
   Co. Claim $246,000                          100%

Class 20: GE Capital
Corporation ($392,368)                           0%

Class 23: Membership Interests (N/A)             0%

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/CONGRESSSAND_DS418.pdf

The Debtors are represented by:

         Douglas S. Draper, Esq.
         HELLER, DRAPER, HAYDEN, PATRICK & HORN, L.L.C.
         650 Poydras Street, Suite 2500
         New Orleans, LA 70130
         Tel: (504) 299-3300
         Fax: 504-299-3399

                        About Congress Sand

Bridgeport, Texas-based Congress Materials, LLC -- dba Green
Aggregates and Union Materials, LP -- filed for Chapter 11
bankruptcy protection (Bankr. N.D. Tex. Case No. 10-37526) on
Oct. 28, 2010.  It estimated assets and debts at $10 million
to $50 million.

Kerens, Texas-based Congress Sand filed for Chapter 11 bankruptcy
protection on Oct. 28, 2010 (Bankr. N.D. Tex. Case No. 10-
37522).  It estimated its assets and debts at $1 million to
$10 million.

Congress Materials' bankruptcy case is jointly administered with
Congress Sand & Gravel, LLC.  Congress Sand is the lead case.
Douglas S. Draper, Esq., at Heller Draper Hayden Patrick & Horn,
LLC, assists Congress Sand and Congress Materials in their
restructuring efforts.

Affiliate Green Aggregates, Inc. (Bankr. N.D. Tex. Case No. 07-
53439) filed a separate Chapter 11 petition on Dec. 31, 2007.


COUNTRYWIDE FIN'L: BofA Wins Dismissal of Securities Suit
---------------------------------------------------------
American Bankruptcy Institute reports that Bank of America Corp.
was dismissed from a lawsuit brought by investors who bought
mortgage-backed securities sold by Countrywide Financial Corp.

Based in Calabasas, California, Countrywide Financial Corporation
(NYSE: CFC) -- http://www.countrywide.com/-- originated,
purchased, securitized, sold, and serviced residential and
commercial loans.

In mid-2008, Bank of America completed its purchase of Countrywide
for $2.5 billion.  The mortgage lender was originally priced at
$4 billion, but the purchase price eventually was whittled down to
$2.5 billion based on BofA's stock prices that fell over 40% since
the time it agreed to buy the ailing lender.


CRYOPORT INC: Amends Prospectus for Offering of 39-Mil. Shares
--------------------------------------------------------------
Cryoport, Inc., filed with the U.S. Securities and Exchange
Commission Amendment No. 1 to Form S-1 registration statement
relating to the offering by the existing holders of the Company's
common stock of 39,276,511 shares of the Company's common stock,
par value $0.001 per share, including 22,249,780 shares of the
Company's common stock issuable upon exercise of the warrants held
by the selling security holders.

The prospectus also relates to the issuance of 1,666,667 shares of
common stock upon exercise of certain publicly traded warrants,
that were issued as part of a public offering of units and the
resale of those shares of common stock.

It is anticipated that the selling security holders will sell
these shares of common stock from time to time in one or more
transactions, in negotiated transactions or otherwise, at
prevailing market prices or at prices otherwise negotiated.  The
Company will not receive any proceeds from the sales of shares of
common stock by the selling security holders.  The Company has
agreed to pay all fees and expenses incurred by the Company
incident to the registration of the Company's common stock,
including SEC filing fees.  Each selling security holder will be
responsible for all costs and expenses in connection with the sale
of their shares of common stock, including brokerage commissions
or dealer discounts.

The Company's common stock and Traded Warrants are currently
traded on the Over-The-Counter Bulletin Board, commonly known as
the OTC Bulletin Board, under the symbols "CYRX" and "CYPTW."  As
of April 20, 2011, the closing sale price of the Company's common
stock and Traded Warrants were $1.42 per share and $0.20 per
Traded Warrant, respectively.

A full-text copy of the amended prospectus is available for free
at http://is.gd/1eF09A

                        About CryoPort Inc.

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

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

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


CUMULUS MEDIA: S&P Raises Corporate Credit Rating to 'B'
--------------------------------------------------------
Standard & Poor's Ratings services said it raised its corporate
credit rating on Atlanta-based Cumulus Media Inc. to 'B' from
'B-'.  "The rating remains on CreditWatch, where we placed it with
positive implications Feb. 18, 2011," S&P stated.

"At the same time, we assigned a preliminary 'CCC+' issue-level
rating to the company's $610 million senior unsecured notes
facilities, with a preliminary recovery rating of '6', indicating
our expectation of negligible (0% to 10%) recovery for lenders in
the event of a payment default.  We placed the preliminary rating
on the notes on CreditWatch with positive implications," S&P
noted.

S&P continued, "We also raised our issue-level rating on the
company's senior secured debt to 'B' from 'B-'.  The recovery
rating remains at '3', indicating our expectation of meaningful
(50% to 70%) recovery for lenders in the event of a payment
default.  The issue-level rating on the company's term loan was
removed from CreditWatch.  Upon the successful completion of the
note issuance, we expect the existing term debt will be repaid.
The ratings on the company's revolver, which will remain in place
until Cumulus completes the merger with Citadel Broadcasting
Corp., remain on CreditWatch with positive implications."

"The upgrade and continued CreditWatch listing reflect our view
that debt leverage and financial risk at the consolidated entity
of Cumulus, Citadel, and CMP Susquehanna will be meaningfully
lower than at Cumulus prior to the merger," said Standard & Poor's
credit analyst Jeanne Shoesmith.  "Pro forma for the proposed
transaction, we estimate that the consolidated company's pro
forma lease-adjusted debt leverage will be in the mid- to high-6x
area (depending on the final stock election by shareholders),
compared to Cumulus' current lease-adjusted debt leverage of 6.8x
at Dec. 31, 2010.  If cost synergies are included, pro forma
lease-adjusted debt leverage drops to the high-5x to low-6x range.
The consolidated company's increased scale, geographic diversity,
potentially higher pricing power, along with stronger credit
metrics than for Cumulus premerger, could be consistent with a
'B+' corporate credit rating."

In completing its CreditWatch review, Standard & Poor's will
evaluate the terms of the capital structure of the combined
entity, as well as its business and financial strategies.


CUMULUS MEDIA: Moody's Hikes Corporate to 'B1' with CMP Purchase
----------------------------------------------------------------
Moody's Investors Service upgraded Cumulus Media, Inc.'s Corporate
Family Rating to B1 from Caa1 due to the company's pending
acquisition of CMP Susquehanna Corp. ("CMP") in the second quarter
of 2011 followed by the announced $2.4 billion acquisition of
Citadel Broadcasting Corporation later this year.  Transactions
will be financed with approximately $3 billion of new debt
facilities as well as up to $500 million of new equity.  Moody's
assigned a B3 (LGD6-90%) rating to the company's proposed $610
million senior unsecured notes due 2019 which will be used to
refinance current outstandings under Cumulus' senior secured
credit facilities.  Moody's also assigned Ba3 (LGD3-38%) ratings
to the proposed $375 million senior secured revolver and $2,040
million senior secured term loan B which will be used to refinance
existing debt of CMP and Citadel.  Ratings for existing facilities
will be withdrawn upon closing of each of the debt issuances.

Moody's assigned a Speculative Grade Liquidity Rating 2 (SGL-2)
based on expectations of good liquidity over the next twelve
months.  These actions conclude the review for upgrade that began
in February 2011.  The rating outlook is stable.

Issuer: Cumulus Media, Inc.

   Upgrades:

   -- Corporate Family Rating, Upgraded to B1 from Caa1

   -- Probability of Default Rating, Upgraded to B1 from Caa2

   Assignments:

   -- $610 million Senior Unsecured Notes, B3 (LGD6-90%) -
      expected to be assumed by Cadet Holding Corporation when
      acquisition closes

Issuer: Cadet Holding Corporation

   Assignments:

   -- $375 million Senior Secured Revolver, Ba3 (LGD3-38%)

   -- $2,040 million Senior Secured Term Loan, Ba3 (LGD3-38%)

To Be Withdrawn As Applicable Transactions Close:

Issuer: Cumulus Media, Inc.

   -- $20 million Senior Secured Revolver, Caa1 (LGD3-34%)

   -- $648 million Senior Secured Term Loan, Caa1 (LGD3-34%)

Issuer: CMP Susquehanna Corp.

   -- CFR, Caa1

   -- PDR, Caa1

   -- $100 million Revolver due 2012, Caa1 (LGD3-48%)

   -- $700 million Term Loan due 2013, Caa1 (LGD3-48%)

   -- $250 million Sr Subordinated Notes due 2014, Caa3 (LGD6-96%)

Issuer: Citadel Broadcasting Corporation

   -- CFR, Ba2

   -- PDR, Ba2

   -- $150 million Sr Sec Revolver, Baa3 (LGD2-15%)

   -- $350 million Sr Sec Term Loan B due 2016, Baa3 (LGD2-15%)

   -- $762 million Sr Sec Term Loan due 2015, Ba2 (LGD3-33%)

   -- $400 million 7.75% Sr Notes due 2018, Ba3 (LGD5-71%)

Outlook is Stable

RATING RATIONALE

The B1 corporate family rating reflects Cumulus' high pro forma
debt-to-EBITDA leverage of approximately 5.7x estimated for
12/31/2011 (including Moody's standard adjustments and treating
75% of preferred shares as debt, if issued) and assuming selling
shareholders of Citadel require the maximum amount of cash
payments, instead of stock.  Ratings also reflect the cyclical
nature of radio advertising demand evidenced by the revenue
declines suffered by radio broadcasters during the recent
recession, fragmentation of media outlets, and potential
challenges associated with a large acquisition (Citadel has $740
million in revenue and 225 stations compared to $445 million in
revenue and 346 stations for the combined Cumulus and CMP).
Ratings are supported by the company's national scale, geographic
and market diversity as well as expected 40% EBITDA margins.
Post-transactions, Cumulus is expected to generate more than $300
million of annual free cash flow, or 10% of debt balances, from a
well-clustered radio station portfolio that is effectively
diversified by programming formats and audience demographics.
Although revenues are expected to grow in the low to mid-single
digit range through 2012, planned cost reductions will contribute
to increasing free cash flow generation and debt reduction
resulting in improved credit metrics.  "Management has a multi-
year track record of refining its proprietary technology platform
and has been successful in driving down costs resulting in
industry leading EBITDA margins.  Management also confirms its
strategy to reduce debt balances and targets reported gross debt-
to- EBITDA ratios of 4.0x or better to gain operational and
financial flexibility.  In Moody's opinion, Cumulus' experienced
management team and commitment to reduce debt balances provide
rating support," stated Carl Salas, a Moody's Vice President and
Senior Analyst.

Moody's believes the acquisitions will receive FCC approval and be
completed by year end 2011 based on minimal market overlap in 6
markets.  Approximately 13 stations have been identified for
transfer to a trustee.  Ratings assume successful execution;
however, in the unlikely event the Citadel acquisition is not
completed and there are no equity injections, the proposed $375
million revolver and $2,040 term loan would not be needed, and
ratings could be downgraded given debt-to-EBITDA leverage of
approximately 6.7x for the Cumulus borrowing group (including
Moody's standard adjustments and assuming payment of Cumulus'
portion of the termination fee).

The stable outlook reflects Moody's view that the acquisitions of
CMP Susquehanna and Citadel will be completed in the expected time
frame and that revenue and EBITDA will track along management's
plan including success in achieving most of its synergy targets.
"The outlook also incorporates Moody's expectation that Cumulus
will maintain good liquidity and use free cash flow to reduce
revolver or term loan balances resulting in debt-to-EBITDA
leverage remaining below 6.0x (including Moody's standard
adjustments) with free cash flow-to debt ratios of more than 9% in
the near term.  Financial metrics are expected to improve
thereafter, consistent with management's target of 4.0x reported
gross debt-to-EBITDA (or approximately 4.1x including Moody's
standard adjustments)," added Salas.

Ratings could be upgraded if debt-to-EBITDA ratios are sustained
below 4.5x (including Moody's standard adjustments) with good
liquidity including free cash flow-to-debt ratios remaining above
10%.  Absent sizable acquisitions, debt balances would also need
to remain below $2.4 billion to accommodate likely EBITDA
fluctuations in an economic downturn.

Ratings could be downgraded if debt-to-EBITDA ratios are sustained
above 6.0x (including Moody's standard adjustments) due to the
inability to achieve planned synergies or due to deterioration in
performance as a result of increased competition in key markets,
an economic downturn, or audience and advertising revenue
migration to competing media platforms.  Ratings could also be
downgraded if leveraging events such as debt financed acquisitions
or dividends result in debt-to-EBITDA ratios being sustained above
6.0x or if there is deterioration in liquidity.  In the unlikely
scenario the Citadel acquisition is not completed as planned and
an equity injection is not funded, the proposed $375 million
revolver and $2,040 million term loan would not be needed, and the
CFR would likely be downgraded given potential debt-to-EBITDA
ratios of approximately 6.7x for the Cumulus borrowing group
(including Moody's standard adjustments and assuming payment of
Cumulus' portion of the termination fee), a lower revenue base, as
well as the absence of broader geographic and market
diversification.  In addition, coverage ratios would be weaker
with approximately 1.8x EBITDA coverage of interest expense
compared to approximately 3.2x under the Citadel acquisition
scenario, and the committed revolver facility due May 2012 would
be relatively small at only $20 million.  Ratings on the new $610
million of Senior Unsecured Notes could potentially be downgraded.

The principal methodology used in rating Cumulus Media was the
Global Broadcast Industry Methodology, published June 2008.

Corporate Profile:

Headquartered in Atlanta, Georgia, Cumulus Media Inc. is one of
the nation's largest radio broadcasting companies, currently
operating approximately 312 radio stations in 60 mid-sized
markets.  In 1Q2011 the company announced the acquisition of the
remaining 75% of CMP Susquehanna Corporation it did not already
own followed by the announcement that it entered into a definitive
agreement to acquire Citadel Broadcasting Corporation.  Pro forma
for these two acquisitions, Cumulus will be the second largest
U.S. radio group with approximately 571 properties and $1.2
billion in station and network revenues as of December 2010.
There will be one class of common shares with approximately 18%-
27% to be owned by Crestview Partners, 7%-10% owned by the Dickey
family, and the remainder broadly held among existing Cumulus and
CMP shareholders and former Citadel shareholders.


CUMULUS MEDIA: Amends Investment Agreement with Crestview, et al.
-----------------------------------------------------------------
Cumulus Media Inc., on April 22, 2011, entered into an Amended and
Restated Investment Agreement with Crestview Radio Investors, LLC,
MIHI LLC and UBS Securities LLC.  The Amended and Restated
Investment Agreement amends and restates the Company's previously
disclosed Investment Agreement with Crestview and Macquarie, dated
as of March 9, 2011.  Pursuant to the Original Investment
Agreement, Crestview and Macquarie had committed to purchase with
cash up to an aggregate of $500.0 million in equity securities of
the Company, at a purchase price per share of $4.34.  As provided
for in the Amended and Restated Investment Agreement, Crestview
has agreed to purchase up to $250.0 million in shares of the
Company's class A common stock and Macquarie and UBS Securities
have each agreed to purchase up to $125.0 million in warrants,
which will be immediately exercisable at an exercise price of
$0.01 per share for shares of a newly created class of non-voting
common stock.  Macquarie may, at its option, elect instead to
receive shares of a newly created class of redeemable, non-
convertible preferred stock, and will also be permitted to
syndicate up to $45.0 million of its commitment to purchase
warrants to one or more third parties, subject to certain
limitations set forth in the Amended and Restated Investment
Agreement.

Contemporaneously with the closing of the Investment, Crestview
and Macquarie will each receive a cash commitment fee equal to
$10.0 million, and UBS Securities will receive a structuring fee
equal to 3.0% of its equity commitment.  In addition, Crestview
will receive warrants to purchase, at an exercise price of $4.34
per share, 7,776,498 shares of the Company's class A common stock
and, pursuant to a monitoring agreement to be entered into in
connection with the closing of the Investment, a monitoring fee of
$2.0 million per year, payable in installments quarterly in
arrears, until the fifth anniversary of the closing of the
Investment.  Up to $80.0 million of Macquarie's commitment is
terminable by the Company, in whole or in part, at any time.
Macquarie will also receive a syndication fee of approximately
$0.2 million, and an equity commitment fee of approximately $0.2
million plus an amount, computed like interest on a daily basis
from March 26, 2011 until the closing date of the Investment,
equal to 3.1% per annum on the dollar amount of such portion of
its commitment outstanding from time to time and not terminated by
the Company.

The Amended and Restated Investment Agreement did not provide for
any material modifications of the Original Investment Agreement.

A full-text copy of the Amended and Restated Investment Agreement
is available for free at http://is.gd/bsh9JK

                        About Cumulus Media

Based in Atlanta, Georgia, Cumulus Media Inc. (NASDAQ: CMLS) --
http://www.cumulus.com/-- is the second largest radio broadcaster
in the United States based on station count, controlling 350 radio
stations in 68 U.S. media markets.  In combination with its
affiliate, Cumulus Media Partners, LLC, the Company believes it is
the fourth largest radio broadcast company in the United States
when based on net revenues.

The Company's balance sheet at Dec. 31, 2010, showed
$319.63 million in total assets, $660.94 million in total
liabilities and a $341.31 million stockholders' deficit.

Standard & Poor's Ratings Services said April it raised its
corporate credit rating on Atlanta-based Cumulus Media Inc. to 'B'
from 'B-'.  "The rating remains on CreditWatch, where we placed it
with positive implications Feb. 18, 2011," S&P stated.

Moody's Investors Service in April upgraded Cumulus Media's
Corporate Family Rating to B1 from Caa1 due to the company's
pending acquisition of CMP Susquehanna Corp. in the second quarter
of 2011 followed by the announced $2.4 billion acquisition of
Citadel Broadcasting Corporation later this year.


CUMULUS MEDIA: Intends to Offer $610 Million Sr. Notes Due 2019
---------------------------------------------------------------
Cumulus Media Inc. plans to offer $610.0 million aggregate
principal amount of senior notes due 2019 in a private transaction
that is exempt from the registration requirements of the
Securities Act of 1933.  The Notes will be guaranteed by certain
of the Company's existing and future direct and indirect domestic
restricted subsidiaries and, in certain circumstances, may be
assumed by a direct wholly owned subsidiary of the Company, in
which case the Company will guarantee the Notes.

As a part of its refinancing transactions in connection with its
pending acquisitions of Cumulus Media Partners, LLC, and Citadel
Broadcasting Corporation, the Company intends to use the net
proceeds from the offering of Notes to (i) repay in full all
outstanding amounts under the term loan facility under the
Company's existing senior secured credit facilities and (ii) pay
fees and expenses related to the offering of Notes.  Any remaining
proceeds will be used for general corporate purposes.  The
consummation of the offering of Notes is conditioned upon
customary closing conditions.

The Notes and the related guarantees have not been, and will not
be, registered under the Act or the securities laws of any other
place and may not be offered or sold in the United States absent
registration or an applicable exemption therefrom.  The Notes will
be offered only to qualified institutional buyers under Rule 144A
and to persons outside the United States under Regulation S.

                        About Cumulus Media

Based in Atlanta, Georgia, Cumulus Media Inc. (NASDAQ: CMLS) --
http://www.cumulus.com/-- is the second largest radio broadcaster
in the United States based on station count, controlling 350 radio
stations in 68 U.S. media markets.  In combination with its
affiliate, Cumulus Media Partners, LLC, the Company believes it is
the fourth largest radio broadcast company in the United States
when based on net revenues.

The Company's balance sheet at Dec. 31, 2010, showed
$319.63 million in total assets, $660.94 million in total
liabilities and a $341.31 million stockholders' deficit.


Standard & Poor's Ratings Services said April it raised its
corporate credit rating on Atlanta-based Cumulus Media Inc. to 'B'
from 'B-'.  "The rating remains on CreditWatch, where we placed it
with positive implications Feb. 18, 2011," S&P stated.

Moody's Investors Service in April upgraded Cumulus Media's
Corporate Family Rating to B1 from Caa1 due to the company's
pending acquisition of CMP Susquehanna Corp. in the second quarter
of 2011 followed by the announced $2.4 billion acquisition of
Citadel Broadcasting Corporation later this year.


DEVELOPING EQUITIES: Court Extends Plan Filing Period to May 16
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado extended
Developing Equities Group LLC's exclusive period to:

   -- file a plan of reorganization through and including May 16,
      2011;

   -- to obtain acceptance of that Plan through and including
      July 31, 2011.

Prior to approval of the extension, the Debtor and Stratus of
North Creek, LLC, entered into a stipulation resolving Stratus'
objection to the extension motion.  The parties agreed to the
approved extensions.  The Debtor originally sought for a June 17,
2011 plan filing deadline and Aug. 31, 2011 solicitation
extension.

Highlands Ranch, Colorado-based Developing Equities Group LLC
filed for Chapter 11 bankruptcy protection (Bankr. D. Colo. Case
No. 10-39617) on Nov. 23, 2010.  Harvey Sender, Esq., and Matthew
T. Faga, Esq., who have offices in Denver, Colorado, assist the
Debtor in its restructuring effort.  According to its schedules,
the Debtor disclosed $16,977,815 in total assets and $6,823,390 in
total debts.


DHILLON PROPERTIES: Wants Alan R. Smith Law Offices as Attorneys
----------------------------------------------------------------
Dhillon Properties LLC asks the U.S. Bankruptcy Court for the
District of Nevada for authority to employ the Law Offices of Alan
R. Smith as its counsel.

The Debtor previously employed Kung & Associates as its counsel
but needs the services of the Law Offices of Alan R. Smith to
assist in certain aspects of the Chapter 11 case.

Specifically, Smith will render these services:

   a. Render legal advice with respect to the powers and duties
      of the Debtor that continue to operate its business and
      manage its properties as Debtor in possession;

   b. Negotiate, prepare and file a plan or plans of
      reorganization and disclosure statements in connection with
      the plans, and otherwise promote the financial
      rehabilitation of the Debtor;

   c. Take all necessary action to protect and preserve the
      Debtor's estate, including the prosecution of actions on
      the Debtor's behalf, the defense of any actions commenced
      against the Debtor, negotiations concerning all litigation
      in which the Debtor is or will become involved, and the
      evaluation and objection to claims filed against the
      estate;

   d. Prepare, on behalf of the Debtor, all necessary
      applications, motions, 16 answers, orders, reports and
      papers in connection with the administration of the
      Debtor's estate, and appear on behalf of the Debtor at all
      Court hearings in connection with the Debtor's case;

   e. Render legal advice and perform general legal services in
      connection with the foregoing; and

   f. Perform all other necessary legal services in connection
      with the Chapter 11 case.

Smith will not be paid by the Debtor, but will be paid by non-
Debtor Dhillon Holdings, Inc. according to these hourly rates:

     Alan R. Smith                              $450
     Contract Attorneys                         $350
     Paraprofessionals:
        Peggy L. Turk                           $205
        Merrilyn Marsh                          $205

     Other paraprofessional services         $75 to $105

The Law Offices of Alan R. Smith certifies that it does not hold
or represent an interest adverse to the estate and the members
thereof are "disinterested persons" as the term is defined in
Section 101(14) of the Bankruptcy Code.

The hearing to consider approval of the Application is on May 18,
2011 at 10:00 a.m.

                  About Dhillon Properties LLC

Elko, Nevada-based Dhillon Properties LLC, dba Holiday Inn
Express, filed for Chapter 11 bankruptcy (Bankr. D. Nev. Case No.
09-54640) on Dec. 31, 2009.  In its schedules, the Company
disclosed assets of $13,217,541, and total debts of $9,260,886.


DIABETES AMERICA: Exclusive Plan Filing Pd. Extended to Aug. 19
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas has
extended Diabetes America, Inc.'s exclusive period to file a
Chapter 11 Plan of Reorganization through and including Aug. 19,
2011.

The period in which to confirm a plan of reorganization is
extended through and including Oct. 19, 2011.

                      About Diabetes America

Houston, Texas-based Diabetes America, Inc., fka Diabetes Centers
of America, Inc., operates a network of 17 centrally-managed
medical clinics that provide comprehensive outpatient medical
care, primarily to patients with Type 1, Type 2 and Gestational
Diabetes.  The company's clinics are located in Texas and Houston
and generate 51,000 patient visits per year.

Diabetes America filed for Chapter 11 bankruptcy protection
(Bankr. S.D. Tex. Case No. 10-41521) on Dec. 21, 2010.  The Debtor
estimated its assets and debts at $10 million to $50 million as of
the Petition Date.

Judy A. Robbins, the U.S. Trustee for Region 7, appointed three
members to the Official Committee of Unsecured Creditors in
Diabetes America's Chapter 11 case.  The Committee has tapped
Butler, Snow, O'Mara, Stevens & Cannada, PLLC, as its counsel.


DIGITILITI INC: Board Chairman Roy Bauer Resigns
------------------------------------------------
Roy Bauer, chairman of the board of Digitiliti Inc., resigned
effective April 21,2011.  Mr. Bauer was appointed chairman of the
board in December 2008.  In February 2009, Mr. Bauer accepted the
position as president and chief executive officer with the
understanding that he would return to his consulting business at
some time in the future.  During his tenure as president and chief
executive officer Mr. Bauer led the company's restructuring,
DigiLIBE product development and capital raising efforts.  He
relinquished his management responsibilities in October 2010 when
Ehssan Taghizadeh was appointed president and chief executive
officer.  After the announcement, Mr. Bauer will return to his
consulting business on a full time basis.

                       About Digitiliti, Inc.

St. Paul, Minnesota-based Digitiliti, Inc.'s business is
developing and delivering storage technologies and methodologies
enabling its customers to manage, control, protect and access
their information and data with ease.  The Company's core business
is providing a cost effective on-line data protection solution to
the small to medium business ("SMB") and small to medium
enterprise ("SME") markets through its DigiBAK service.  This on-
line data protection solution helps organizations properly manage
and protect their entire network from one centralized location.

The Company reported a net loss of $6.41 million on $2.14 million
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $5.17 million on $3.19 million of revenue during the prior
year.

The Company's balance sheet at Dec. 31, 2010, showed $1.21 million
in total assets, $2.54 million in total liabilities, and a
$1.33 million stockholders' deficit.

As reported by the TCR on April 18, 2011, MaloneBailey, LLP, in
Houston, Texas, 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 and has a working
capital deficit.


DIRECTBUY HOLDINGS: S&P Places 'B' Corporate on Watch Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Merrillville, Ind.-based DirectBuy Holdings Inc.

"At the same time, we assigned the company's $335 million second-
lien notes due February 2017 our issue-level rating of 'B' (at the
same level as the 'B' corporate credit rating) with a recovery
rating of '3', indicating our expectation of meaningful (50% to
70%) recovery for noteholders in the event of a payment default,"
S&P related.

"In addition, we placed the 'B' corporate credit and issue-level
ratings on CreditWatch with negative implications, reflecting our
opinion that lawsuits pending against DirectBuy could have an
adverse impact on the company's credit quality," S&P continued.

About 36 U.S. states have filed lawsuits against DirectBuy,
alleging that the company misrepresented the actual costs of the
products marketed to its members.  "We understand that the
plaintiffs rejected the company's offer to settle the lawsuits by
providing up to $55 million in free memberships.  A settlement
hearing is scheduled for May 2011," according to S&P.

"We believe an adverse outcome to this legal dispute could cause a
decline in DirectBuy's membership base, where the company
generates a majority of its revenues.  We also think that if such
a scenario unfolds, liquidity could weaken, and the current trend
of improving credit metrics could reverse to levels that are no
longer appropriate for the 'B' rating.  In addition, DirectBuy
experienced large declines in new membership growth during the
first quarter of 2011," S&P related.

For the 12-month period ended Jan. 31, 2011, EBITDA increased to
about $77 million, up from nearly $60 million the same time last
year, and leverage declined to 4.3x from 6.3x.  Liquidity sources
consisted of $16 million cash on hand at Jan. 31, 2011, and $22
million of revolving credit availability.

"In resolving the CreditWatch listing, we will focus our review on
management's plans to address the pending legal issues and their
potential impact on cash flows and liquidity, as well as to
improve new membership growth," said Standard & Poor's credit
analyst Andy Sookram.


DONG-IN DEVELOPMENT: Bank Wins Dismissal of Chapter 11 Case
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Missouri has
granted St. Johns Bank & Trust Company's request to dismiss the
Chapter 11 case of Dong-In Development USA LLC and prohibiting the
Debtor to re-file a bankruptcy proceeding for 120 days.

St. Johns Bank argued that the Debtor has failed to comply with
the requirements to remain a debtor-in-possession, including but
not limited to (a) failure to file bankruptcy schedules or a
statement of financial affairs, (b) failure to file for approval
to hire counsel, (c) to file for a cash collateral order, (d)
failure to file for approval of retention of other professionals,
and (d) failure to file any additional first-day motions.

St. Johns Bank also pointed out that the Debtor has not turned
over the postpetition rents improperly collected by the Debtor in
a commercial property located at 4220 Hwy K, O'Fallon, Missouri
and 844 Waterbury Falls Drive, O'Fallon, Missouri.

The postpetition rents are not assets of the Debtor's bankruptcy
estate due to St. Johns Bank having exercised its assignment of
rents prepetition, St. Johns Bank contended.

Dong-In Development USA LLC filed a Chapter 11 bankruptcy petition
(Bankr. N.D. Ill. Case No. 11-05508) on Feb. 14, 2011.  Midong
Choi, Esq., at MC Law Group 135, in Arlington Heights, Illinois,
serves as counsel to the Debtor.  The Debtor estimated assets of
$10,000,001 to $50,000,000 and debts of $1,000,001 to $10,000,000
as of the Chapter 11 filing.


DOT VN: To Host Vietnamese Language Domain Name Launch in Hanoi
---------------------------------------------------------------
Dot VN, Inc., announced that it, along with the Vietnam Internet
Network Information Center and Key-Systems, GmbH, will host a
launch event celebrating the opening of general registrations of
Vietnam's native language internationalized domain name on
April 28, 2011.

The ceremony, hosted at VNNIC's headquarters in Hanoi, Vietnam,
marks both the launch of the Vietnamese IDN and the 11 year
anniversary of the founding of VNNIC will feature key note
addresses from VNNIC, Key-Systems and Dot VN with additional
guests from the government, local partners and resellers and the
Vietnamese national media.  Additionally, the April 28th event
will mark the beginning of open registrations for the newly
rebranded Vietnamese IDNs.  Registrations of the Vietnamese IDN
will be available through Key-Systems worldwide and domestically
at www.ten.vn.

"The launch of the Vietnamese language Internet signifies
Vietnam's transition to a more mature online society," said Dot VN
CEO Thomas Johnson.  "Moreover, the Vietnamese IDN will allow the
over 89 million people in Vietnam and the estimated 3.7 million
overseas Vietnamese, both existing internet users as well as
potential Internet users deterred by the language barrier, their
chance to claim their own piece of the internet in their native
language."

Historically, Vietnam's Internet growth has proven to be
incredibly strong as evidenced by the exponential increase in the
number of Internet users in Vietnam.  In 2000, there were 430,000
Internet users.  VNNIC's most recent statistics as of December
2010 show that there over 26.7 million Internet users, an increase
of over 6,100 percent in just ten years.  Indeed, Vietnam's
remarkable growth has propelled it into the top 20 Countries in
terms of Internet usage trailing only slightly behind Canada
according to a recent report by Pingdom, a U.S. based Web site
monitoring service.

"The relaunch of the Vietnamese IDN has been a truly massive
undertaking," said Dot VN President Lee Johnson.  "However, with
the support of VNNIC and Key-System's cutting edge KSregistry
system we believe that the impending launch of the Vietnamese IDN
will spark a new explosion in the use and reach of the Vietnamese
Internet."

The Vietnam Internet Network Information Centre, is an agency of
the Ministry of Information and Communication of Vietnam.  VNNIC
was founded on April 28, 2000, and carries out the functions of
managing, allocating, supervising and promoting the use of
Internet domain names, addresses, autonomous system numbers in
Vietnam, providing Internet-related guidance, statistics on
Internet usage, and representing Vietnam at Internet related
events.

Key-Systems is one of the leading European companies for the
distribution and management of domains.  Key-Systems administer
more than 3 million Internet addresses for more than 70,000 retail
and corporate customers and 1,700 resellers from more than 200
countries.  Through the three portals domaindiscount24.com,
RRPproxy.net and BrandShelter.com, Key-Systems offers more than
280 top-level and second-level domain extensions for fully-
automated registrations, among them country-code extensions like
.DE (Germany), .IN (India) or .COM.BR (Brazil) as well as generic
extensions like .COM, .NET and .ORG.  With KSregistry, companies
and organizations benefit from Key-Systems' conceptual and
technical know-how when realizing and operating their top-level
domain such as .BRAND or .COMPANY.  The modern Tier III SkyWay
Data Center, located at the Key-Systems headquarters in St.
Ingbert (Germany), supplies worldwide companies and individuals
with multi-purpose IT and telecommunication services.

                            About Dot VN

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

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

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

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

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


EDRA BLIXSETH: Ex-Husband Loses Bid to Halt Family Compound Sale
----------------------------------------------------------------
Bankruptcy Judge Ralph B. Kirscher denied Timothy Blixseth's bid
to block the sale of a real property known as the "Family
Compound" at Yellowstone Mountain Club.

Richard J. Samson, the trustee in the Chapter 7 case of Edra D.
Blixseth, won the Court's permission to auction off the property.
The Chapter 7 trustee has a "stalking horse" bid from lender CIP
Yellowstone Lending LLC, a unit of CrossHarbor Capital Partner,
which own substantial property within the Yellowstone Club.

This is the Chapter 7 Trustee's second attempt to gain Court
permission of the sale.  In December 2009, the Trustee sought to
sell the Family Compound to CIP for $8.5 million, consisting of an
$8 million credit bid and a $500,000 cash carve-out to reimburse
the estate for its time and effort in facilitating a sale of the
Family Compound.  Several parties balked at the deal, finding the
offer too low.  The Court rejected that deal.

To remedy this, CIP has increased its bid to $10,850,000,
including an increased cash component of $850,000 payable to the
estate, and the Chapter 7 Trustee proposes to sell the Family
Compound to the highest bidder after exposing the Family Compound
to the market and if necessary at auction.  CIP won't seek a
break-up fee or expense reimbursement, and the initial overbid has
been reduced to $250,000.  In the event of an overbid the sale
would revert to an open outcry auction with $100,000 minimum bid
increments.

Tim Blixseth told the Court CIP's $10,850,000 stalking horse bid
is far less than the $56 million which he argues CrossHarbor
offered and contracted to purchase the Family Compound for from
him in 2007.

Judge Kirscher, however, held that Tim Blixseth is "comparing
apples to oranges," especially after the economic recession which
took place in 2008.  "The $56 million sale offer in 2007 is
irrelevant to the market conditions existing now, and it involved
significantly different assets than the Family Compound which is
the subject of the Trustee's Motion," the judge said.

CIP has a first and third mortgage against the Family Compound
totalling almost $19 million.  The Chapter 7 Trustee has told the
Court that Edra Blixseth's estate has no funds to pay accruing
taxes, fees, insurance and other administrative costs of the
Family Compound; and he has received no other serious offers.

The Chapter 7 Trustee's Sale Motion includes a proposed settlement
that will admit the validity of CIP's loans and liens against the
Family Compound, release CIP and its affiliates from all claims
relating to its loans.  The settlement includes granting relief to
CIP from the automatic stay, but CIP agrees not to seek immediate
relief from the stay with respect to the Family Compound to allow
the sale and settlement to go through.

The Chapter 7 Trustee's attorney explained at the hearing on the
Sale Motion that, upon approval of the agreement with CIP,
CrossHarbor will pay Edra Blixseth's estate $500,000, and upon
closing of the sale CIP will pay the estate another $350,000 cash.
If CIP is not the successful bidder it would get a $500,000 refund
but the estate would retain $350,000, and would receive another
$850,000 from the successful bid.

A copy of the Court's April 20, 2011 Memorandum of Decision is
available at http://is.gd/PZgs0Dfrom Leagle.com.

                      About Edra D. Blixseth

Edra D. Blixseth owns the Porcupine Creek Golf Club in Rancho
Mirage and the Yellowstone Club in Montana.  Ms. Blixseth filed
for Chapter 11 bankruptcy protection on March 26, 2009 (Bankr. D.
Mont. Case No. 09-60452).  Gary S. Deschenes, Esq., at Deschenes &
Sullivan Law Offices assists Ms. Blixseth in her restructuring
efforts.  The Debtor listed $100 million to $500 million in assets
and $500 million to $1 billion in debts.  The Debtor's case was
converted from a Chapter 11 to a Chapter 7 by Court order entered
May 29, 2009.

                      About Timothy Blixseth

Tax officials from California, Montana and Idaho on April 5, 2011
filed an involuntary-bankruptcy petition under Chapter 7 against
Timothy Blixseth in Las Vegas, Nevada (Bankr. D. Nev. Case No.
11-15010).  The three states that signed the petition against the
Yellowstone Club co-founder claim they are owed $2.3 million in
back taxes.  A copy of the petition is available for free at:
http://bankrupt.com/misc/nvb11-15010.pdf

Mr. Blixseth is seeking dismissal of the involuntary petition.

Mr. Blixseth and his former wife, Edra Blixseth, founded the
Yellowstone Club, near Big Sky, Montana, in 2000 as a ski resort
for millionaires looking for vacation homes.  Members paid $205
million for 72 properties in 2005 alone.

Bloomberg News, citing a court ruling by U.S. Bankruptcy Judge
Ralph B. Kirscher, says the couple took cash for their personal
use from a $375 million loan arranged by Credit Suisse.  Finances
at the club deteriorated thereafter, and the club eventually went
bankrupt, Judge Kirscher found.  Mr. Blixseth was ordered to pay
$40 million to the club's creditors under a September ruling by
Judge Kirscher.  Mr. Blixseth said he's appealing that judgment.

                     About Yellowstone Mountain

Located near Big Sky, Montana, Yellowstone Mountain Club LLC --
http://www.theyellowstoneclub.com/-- is a private golf and ski
community with more than 350 members, including Bill Gates and Dan
Quayle.  The Company was founded in 1999.

Yellowstone Club and its affiliates filed for Chapter 11
bankruptcy on Nov. 10, 2008 (Bankr. D. Montana, Case No. 08-
61570).  The Company's owner affiliate, Edra D. Blixseth, filed
for Chapter 11 on March 27, 2009 (Case No. 09-60452).

In June 2009, the Bankruptcy Court entered an order confirming
Yellowstone's Chapter 11 Plan.  Pursuant to the Plan, CrossHarbor
Capital Partners, LLC, acquired equity ownership in the
reorganized Club for $115 million.

Attorneys at Bullivant Houser Bailey PC and Bekkedahl & Green
PLLC represented the Debtors.  The Debtors hired FTI Consulting
Inc. and Ronald Greenspan as CRO.  The official committee of
unsecured creditors were represented by Parsons, Behle and
Latimer, as counsel, and James H. Cossitt, Esq., at local counsel.
Credit Suisse, the prepetition first lien lender, was represented
by Skadden, Arps, Slate, Meagher & Flom.


ELEPHANT TALK: Philip Hickman Has 253,864 Shares at Dec. 31
-----------------------------------------------------------
In a Form 5 filing with the U.S. Securities and Exchange
Commission, Philip Hickman, a director at Elephant Talk
Communications Inc., disclosed that he acquired 155,065 shares of
common stock of the Company on July 26, 2010.  Mr. Hickman
beneficially owned 253,864 shares following the transaction and as
of Dec. 31, 2010.

Mr. Hickman further disclosed that he has warrant to purchase
42,373 shares, which warrants were issued at no cost to him in
connection with the acquisition by the Company of ValidSoft Ltd.

                        About Elephant Talk

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

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

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

As reported by the TCR on April 6, 2011, BDO USA, LLP, noted that
the Company has suffered recurring losses from operations and has
a net capital deficiency that raise substantial doubt about its
ability to continue as a going concern.  As of Dec. 31, 2010, the
Company incurred a net loss of $92.5 million, used cash in
operations of $14.1 million and had an accumulated deficit of
$154.8 million.


EMIVEST AEROSPACE: Metalcraft Acquires Assets for $5.1 Million
--------------------------------------------------------------
Ivan Gale at the National reports that the assets of Emivest
Aerospace, the maker of the $7.2 million SJ30 light business jet,
have been bought by Metalcraft Technologies, based in Utah, for
$3.5 million in cash plus liabilities.  The sale also brings to an
end six months of bankruptcy proceedings, a process in which
Emivest estimated that its $80 million in assets were
counterbalanced by $77 million in debt.  In addition to its cash
offer, Metalcraft, a metal parts provider for the SJ30 programme,
agreed to cover $1.6 million in assumed liabilities relating to a
down payment for one aircraft order.

                      About Emivest Aerospace

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

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

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


EMPIRE HOLDINGS: U.S. Trustee Seeks Conversion to Chapter 7
-----------------------------------------------------------
W. Clarkson McDow, Jr., the U.S. Trustee for Region Four, asks the
U.S. Bankruptcy Court for the District of Maryland to appoint a
Chapter 11 trustee to serve in the jointly-administered bankruptcy
cases of Empire Holdings Corporation and Empire Towers
Corporation, or, in the alternative, to convert the case to a case
under Chapter 7 of the Bankruptcy Code.

The Debtors have filed a Joint Plan of Reorganization and
Disclosure Statement proposing an undetailed, and apparently
unrealized post-confirmation refinancing of secured debt and
satisfaction of claims, Mr. McDow relates.  He asserts that the
Disclosure Statement is devoid of the Debtors' financial
information on income and expenses and operating results, either
historical, presently, or going forward.

The Debtors are in dispute with Bank of America over their
compliance with consensual lift-stay orders, Mr. McDow says.  In
connection with that dispute, he avers, Bank of America has raised
the apparent deficiency in the debtor-in-possession bank accounts
of net rental income from the Debtors' operations.  He adds that
the Debtors have not provided a satisfactory explanation for the
alleged shortfall.

Moreover, the Debtors have never filed with the Court any reports
of operations since filing the cases on Oct. 27, 2010, Mr. McDow
contends.  He notes that at least reports for November 2010
through February 2011 ought be on file, and are not.

The United States Trustee believes that substantial rental income
has been diverted from the Debtors or, at least, is unaccounted
for.  He points out that the Debtors' failure to be accountable
for property of the estate is sufficient grounds for the
appointment of a Chapter 11 trustee, or conversion of the case to
Chapter 7, whether or not funds have been diverted.

Glen Burnie, Maryland-based Empire Holdings Corporation filed for
Chapter 11 bankruptcy protection on Oct. 27, 2010 (Bankr. D. Md.
Case No. 10-34580).  Aryeh E. Stein, Esq., at Meridian Law, LLC,
assists Empire Holdings in its restructuring effort.  Empire
Holdings estimated its assets and debts at $10 million to $50
million.

Affiliate Empire Towers Corporation filed for Chapter 11
bankruptcy protection (Bankr. D. Md. Case No. 10-34611) on Oct.
27, 2010.  Aryeh E. Stein, Esq., at Meridian Law, LLC, assists
Empire Towers in its restructuring effort.  Empire Towers
estimated its assets and debts at $10 million to $50 million.


ENERGY FUTURE: To Sell $2.5 Billion of Series P, Q & R Sr. Notes
----------------------------------------------------------------
Energy Future Holdings Corp. filed with the U.S. Securities and
Exchange Commission Post-Effective Amendment No. 2 to Form S-1
registration statement regarding the Company's offer to sell:

   (a) $1,000,000,000 5.55% Series P Senior Notes due 2014;
   (b) $750,000,000 6.50% Series Q Senior Notes due 2024; and
   (c) $750,000,000 6.55% Series R Senior Notes due 2034

Interest on the 5.55% Series P Senior Notes due 2014, the 6.50%
Series Q Senior Notes due 2024 and the 6.55% Series R Senior Notes
due 2034 is payable on May 15 and November 15 of each year.  The
2014 notes accrue interest at the rate of 5.55% per annum, the
2024 notes accrue interest at the rate of 6.50% per annum and the
2034 notes accrue interest at the rate of 6.55% per annum.  The
2014 notes, the 2024 notes and the 2034 notes will mature on
Nov. 15, 2014, Nov. 15, 2024 and Nov. 15, 2034, respectively.

Energy Future Holdings Corp. may redeem any of the notes at the
"make-whole" redemption prices set forth in this prospectus, plus
accrued and unpaid interest to the redemption date.

The notes are unsecured and rank equally with all unsecured senior
indebtedness of EFH Corp.  None of EFH Corp.'s subsidiaries
guarantees the notes. The notes are effectively junior to all
indebtedness, preferred stock and other liabilities of EFH Corp.'s
subsidiaries.

A full-text copy of the amended prospectus is available for free
at http://is.gd/7fOdU8

                        About Energy Future

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

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

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

                          *     *     *

In April 2011, Moody's Investors Service affirmed the 'Caa2'
Corporate Family Rating, 'Caa3' Probability of Default Rating and
SGL-4 Speculative Grade Liquidity Ratings of EFH.  Outlook is
stable.  EFH's Caa2 CFR and Caa3 PDR reflect a financially
distressed company with limited financial flexibility; its capital
structure appears to be untenable, calling into question the
sustainability of the business model; and there is no expectation
for any meaningful debt reduction over the next few years, beyond
scheduled amortizations.

At the end of February 2011, Fitch Ratings it does not expect to
take any immediate rating action on EFH's Texas Competitive
Electric Holdings Company LLC or their affiliates based on recent
default allegations from lender Aurelius.  EFH carries a 'CCC'
corporate rating, with negative outlook, from Fitch.


ENERGY FUTURE: To Offer $4.65 Billion of Sr. Notes Due 2017
-----------------------------------------------------------
Energy Future Holdings Corp. filed with the U.S. Securities and
Exchange Commission a Post-Effective Amendment No. 3 to Form S-1
registration statement regarding its offering of:

   (a) $1,786,546,000 10.875% Senior Notes due 2017; and

   (b) $2,867,146,485 11.250%/12.000% Senior Toggle Notes due 2017

Interest on the 10.875% Senior Notes due 2017 and the
11.250%/12.000% Senior Toggle Notes due 2017 is payable on May 1
and November 1 of each year.  The cash-pay notes accrue interest
at the rate of 10.875% per annum.  Until Nov. 1, 2012, Energy
Future Holdings Corp. may elect to pay interest on the toggle
notes in cash, by increasing the principal amount of the toggle
notes or issuing new toggle notes for the entire amount of the
interest payment or by paying interest on half of the principal
amount of the toggle notes in cash and half in PIK interest.  The
toggle notes accrue cash interest at a rate of 11.250% per annum
and PIK interest at a rate of 12.000% per annum.  If EFH Corp.
elects to pay any PIK interest, EFH Corp. will increase the
principal amount of the toggle notes or issue new toggle notes in
an amount equal to the amount of PIK interest for the applicable
interest payment period (rounded up to the nearest $1,000) to
holders of the toggle notes on the relevant record date.  The
toggle notes are treated as having been issued with original issue
discount for U.S. federal income tax purposes.  The cash-pay notes
and the toggle notes, which are collectively referred to herein as
the "notes" or the "EFH Corp. Senior Notes," unless the context
otherwise requires, will mature on Nov. 1, 2017.

EFH Corp. may redeem any of the notes beginning on Nov. 1, 2012 at
the redemption prices set forth in this prospectus.  EFH Corp. may
also redeem any of the notes at any time prior to Nov. 1, 2012 at
a price equal to 100% of their principal amount, plus accrued and
unpaid interest and a "make-whole" premium.

The notes are unsecured and rank equally with any unsecured senior
indebtedness of EFH Corp.  Energy Future Competitive Holdings
Company and Energy Future Intermediate Holding Company LLC, direct
wholly owned subsidiaries of EFH Corp., guarantee the notes.  The
guarantees are unsecured and rank equally with any unsecured
senior indebtedness of the guarantors.  The guarantees are
effectively junior to all of the secured indebtedness of the
guarantors to the extent of the assets securing that indebtedness.
The notes and the guarantees are effectively junior to all
indebtedness, preferred stock and other liabilities of EFH Corp.'s
subsidiaries that do not guarantee the notes.  None of EFH Corp.'s
other subsidiaries guarantees the notes.

A full-text copy of the amended prospectus is available at no
charge at http://is.gd/HQ8qto

                        About Energy Future

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

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

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

                          *     *     *

In April 2011, Moody's Investors Service affirmed the 'Caa2'
Corporate Family Rating, 'Caa3' Probability of Default Rating and
SGL-4 Speculative Grade Liquidity Ratings of EFH.  Outlook is
stable.  EFH's Caa2 CFR and Caa3 PDR reflect a financially
distressed company with limited financial flexibility; its capital
structure appears to be untenable, calling into question the
sustainability of the business model; and there is no expectation
for any meaningful debt reduction over the next few years, beyond
scheduled amortizations.

At the end of February 2011, Fitch Ratings it does not expect to
take any immediate rating action on EFH's Texas Competitive
Electric Holdings Company LLC or their affiliates based on recent
default allegations from lender Aurelius.  EFH carries a 'CCC'
corporate rating, with negative outlook, from Fitch.


ENERGY FUTURE: To Offer $1.06 Billion Sr. Secured Notes Due 2020
----------------------------------------------------------------
Energy Future Holdings Corp. filed with the U.S. Securities and
Exchange Commission an Amendment No. 2 to Form S-1 registration
statement regarding its offering of $1,060,757,000 10.000% Senior
Secured Notes due 2020.

Interest on the 10.000% Senior Secured Notes due 2020 is payable
on Jan. 15 and July 15 of each year.  The notes accrue interest at
the rate of 10.000% per annum.  The notes will mature on
Jan. 15, 2020.

EFH Corp. may redeem any of the notes beginning on Jan. 15, 2015
at the redemption prices set forth in the prospectus.  EFH Corp.
may also redeem any of the notes at any time prior to Jan. 15,
2015 at a price equal to 100% of their principal amount, plus
accrued and unpaid interest and a "make-whole" premium.  In
addition, before Jan. 15, 2013, EFH Corp. may redeem up to 35% of
the aggregate principal amount of the notes using the proceeds
from certain equity offerings at the redemption price set forth in
the prospectus.

The notes are senior obligations of EFH Corp. and rank equally in
right of payment with all senior indebtedness of EFH Corp.  The
notes are effectively subordinated to any indebtedness of EFH
Corp. secured by assets of EFH Corp. to the extent of the value of
the assets securing such indebtedness and structurally
subordinated to all indebtedness and other liabilities of EFH
Corp.'s non-guarantor subsidiaries and any other unrestricted
subsidiaries.  The notes are senior in right of payment to any
future subordinated indebtedness of EFH Corp.

Energy Future Competitive Holdings Company and Energy Future
Intermediate Holding Company LLC, direct, wholly owned
subsidiaries of EFH Corp., jointly and severally guarantee the
notes.  The guarantee from EFIH is secured, equally and ratably
with certain outstanding indebtedness of EFH Corp. and EFIH, by
the pledge of all membership interests and other investments EFIH
owns or holds in Oncor Electric Delivery Holdings Company LLC or
any of Oncor Holdings' subsidiaries.  The guarantee from EFCH is
unsecured.  The guarantees are senior obligations of each
guarantor and rank equally in right of payment with all existing
and future senior indebtedness of each guarantor.  The guarantee
from EFIH is effectively senior to all unsecured indebtedness of
EFIH to the extent of the value of the Collateral.  The guarantees
are effectively subordinated to all secured indebtedness of each
guarantor secured by assets other than the Collateral to the
extent of the value of the assets securing such indebtedness, and
are structurally subordinated to any existing and future
indebtedness and liabilities of EFH Corp.'s subsidiaries that are
not guarantors.

                        About Energy Future

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

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

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

                          *     *     *

In April 2011, Moody's Investors Service affirmed the 'Caa2'
Corporate Family Rating, 'Caa3' Probability of Default Rating and
SGL-4 Speculative Grade Liquidity Ratings of EFH.  Outlook is
stable.  EFH's Caa2 CFR and Caa3 PDR reflect a financially
distressed company with limited financial flexibility; its capital
structure appears to be untenable, calling into question the
sustainability of the business model; and there is no expectation
for any meaningful debt reduction over the next few years, beyond
scheduled amortizations.

At the end of February 2011, Fitch Ratings it does not expect to
take any immediate rating action on EFH's Texas Competitive
Electric Holdings Company LLC or their affiliates based on recent
default allegations from lender Aurelius.  EFH carries a 'CCC'
corporate rating, with negative outlook, from Fitch.


FIRSTBANK PUERTO RICO: Moody's Downgrades Long-Term Deposits
------------------------------------------------------------
Moody's Investors Service downgraded the long-term ratings of
FirstBank Puerto Rico (FirstBank; long-term deposits to B3 from
B2, senior unsecured to Caa2 from B3).  FirstBank's unsupported
bank financial strength rating (BFSR) was confirmed at E+.
FirstBank is the primary operating subsidiary of First BanCorp,
which is unrated.  The rating outlook on FirstBank is negative.
This concludes Moody's review that commenced on June 4, 2010.

RATINGS RATIONALE

The downgrade reflects Moody's view that FirstBank's continued
high level of problem assets as reflected in its recently filed
10-K limit its prospects for a return to profitability.  This, in
turn, in Moody's opinion, impedes its ability to attract new
equity to address its required capital ratios as stipulated in the
Regulatory Agreement entered into with the FDIC and the Office of
the Commissioner of Financial Institutions of Puerto Rico on July
2, 2010.

The long-term deposit rating of B3 reflects the rating agency's
opinion that even if the bank were to ultimately be resolved,
domestic depositors are not likely to incur losses.  The senior
unsecured rating of Caa2, two notches lower than the deposit
rating, reflects the greater loss severity for this class of
creditors in the event the bank is resolved.

The negative outlook reflects the company's significant level of
problem assets in a very challenged market where trends are likely
to remain weak at least throughout 2011.  A further downgrade
could result if trends in FirstBank's asset quality deteriorate
beyond Moody's expectations and Moody's analysis indicates a
greater likelihood of losses for creditors.

First BanCorp's tangible common equity capital position further
weakened with the fourth quarter 2010 loss of $251.4 million,
which included a $93.7 million valuation allowance against the
majority of its remaining deferred tax asset.  As of Dec. 31,
2010, the Bank had not reached the capital ratios it is required
to attain of Tier 1 leverage of 8%, Tier 1 risk-based of 10% and
Total risk-based of 12% set forth under the Regulatory Agreement.

While Moody's notes the steps the company is taking to attain its
required capital ratios, namely deleveraging its balance sheet, in
the rating agency's opinion, First BanCorp will continue to incur
sizable credit costs in its commercial real estate and C&I
portfolios.  These credit costs, combined with the company's
inability to recognize tax benefits on losses due to the valuation
allowance against its deferred tax asset, will continue to weaken
capital ratios.

The principal methodologies used in this rating were "Bank
Financial Strength Ratings: Global Methodology published in
February 2007 and Incorporation of Joint-Default Analysis into
Moody's Bank Ratings: A Refined Methodology published in March
2007.

First BanCorp headquartered in San Juan, Puerto Rico, reported
total assets of $15.6 billion at Dec. 31, 2010

Downgrades:

   Issuer: FirstBank Puerto Rico

   -- Issuer Rating, Downgraded to Caa2 from B3

   -- OSO Senior Unsecured OSO Rating, Downgraded to Caa2 from B3

   -- Senior Unsecured Regular Bond/Debenture, Downgraded to Caa2
      from B3

   -- Senior Unsecured Deposit Rating, Downgraded to B3 from B2

Outlook Actions:

   Issuer: FirstBank Puerto Rico

   -- Outlook, Changed To Negative From Rating Under Review

Confirmations:

   Issuer: FirstBank Puerto Rico

   -- Bank Financial Strength Rating, Confirmed at E+


GLOBAL CROSSING: UK Subsidiary Incurs GBP6.95MM Net Loss in 2010
----------------------------------------------------------------
Global Crossing Limited announced fourth-quarter and full-year
2010 results for its subsidiary, Global Crossing (UK)
Telecommunications Limited.

Global Crossing (UK) reported net loss for the period of
GBP1.93 million on GBP82.80 million of revenue for the three
months ended Dec. 31, 2010, compared with a net loss for the
period of GBP1.56 million on GBP78.12 million of revenue for the
same period during the prior year.  The Company also reported a
net loss for the period of GBP6.95 million on GBP314.01 million of
revenue for the year ended Dec. 31, 2010, compared with net profit
for the period of GBP4.66 million on GBP308.86 million of revenue
during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed GBP288.02
million in total assets, GBP508.38 million in total liabilities
and a GBP220.36 million in total deficit.

"GCUK reported solid results in 2010, with an increase of three
percent year over year in GCUK's 'Invest and Grow' revenue," said
John Legere, Global Crossing's chief executive officer.  "We
continue to position the business strategically for long-term
growth through investments in sales resources and enhanced
capabilities to deliver value-added IP, Ethernet, data center and
managed solutions."

                       About Global Crossing

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

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

Global Crossing Limited reported a consolidated net loss of
$172 million on $2.609 billion of consolidated revenue for the
twelve months ended Dec. 31, 2010, compared with a net loss of
$141 million on $2.159 billion of revenue during the prior year.

                           *     *     *

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


HARRIS COUNTY: S&P Affirms 'B-' Rating on Junior Lien Bonds
-----------------------------------------------------------
Standard & Poor's Ratings Services has affirmed its 'BBB'
underlying rating on Harris County Houston Sports Authority,
Texas' senior-lien bonds outstanding.  The 'BBB' underlying rating
applies to the series 1998-A, 2001-A, 2001-G, and 2001-I bonds.

Standard & Poor's also affirmed its 'B' underlying rating on the
authority's junior-lien series 1998-B, 1998-C, 2001B, 2001-C,
2001-D, 2001-E, and 2001H bonds, and on the third-lien series
2004A-3 bonds.  The outlook remains negative.  Standard & Poor's
lowered the rating in 2010 as a result of higher debt service
payments in the short term due to acceleration of the series
2001C, 2001D, and 2001E bonds, and the likelihood for a decline in
reserve levels due a potential collateral posting requirement
related to interest-rate swap agreements.

UBS, AG sent notices of termination related to the swaps for the
series 2001C, 2001D, and 2001E bonds.  Combined, the swap
termination payments total $26.75 million and are payable two
business days from the receipt of the notices.  The authority
received the notices on Wednesday, April 20, 2011.  There are
several options regarding how this commitment may be met.  The
authority may pay these swap terminations from funds in certain
interest accounts or from funds on hand in the Additional Required
Reserve (ARR), which has a current balance of approximately $51.5
million.  The swap termination payments are also insured; however,
the insurer has the option to request that the authority make the
termination payment from funds in the ARR.

"Regardless of exactly how the swap termination payment commitment
is met, the end result is a $26.75 million obligation payable by
the authority, which will likely result in a decline in the
balance of the ARR," said Standard & Poor's credit analyst James
Breeding.  If interests accounts are drawn on, then the ARR would
likely be needed to cover upcoming payments, and if MBIA covers
the payment, it would likely request reimbursement from the ARR.

A portion of the payments (those related to the series 2001E
bonds) is reimbursable from the Houston Texans, but that
reimbursement could take several days to occur.

Also, a portion of the ARR, estimated by authority officials to be
less than $5 million, will likely be needed to supplement excess
revenues in order to make the required accelerated payment due on
May 10, 2011.

In addition to these recent events, continuing to affect the
ratings is the recent, and potentially continuing, decline in
excess hotel occupancy tax and vehicle tax revenues that would be
available to support the junior-lien bonds.

The 'BBB' rating on the senior-lien bonds continues to reflect the
limited nature, volatility, and recent negative trends of the
pledged tax revenue streams, though the revenue base remains large
and diverse.

The 'B' rating on the junior- and third-lien bonds reflects the
reliance on other available special or supplemental revenues,
specifically tied to events at the constructed venues, to support
debt service payments for certain series of junior-lien bonds.

The stable outlook on the senior-lien bonds reflects Standard &
Poor's expectation, that although pledged revenues have been
declining, they are still at a level sufficient to cover annual
debt service requirements.  Monthly set-aside requirements that
are above the minimum necessary to cover debt service help to
ensure adequate coverage.  In the long term, the rating could
be pressured if hotel occupancy tax and/or vehicle rental taxes
continue to experience declines.  Given the escalating nature of
the debt service schedule, an upgrade is unlikely even if revenues
were to grow considerably.

"The negative outlook on the junior-lien bonds reflects our
expectation for coverage of junior-lien bond debt service to
remain thin, and the reliance on revenues from non-tax sources to
continue.  Falling coverage, coupled with a significantly reduced
reserve fund, could create additional pressure on the
rating.  Should the authority exhaust the majority of the ARR and
excess revenues fall below a 1.0x coverage level, specifically for
the series 1998B and 2001B bonds, the authority may be forced to
draw on the surety policies.  Also, should financial pressure
related to the accelerated payments of the series 2001C, D, and E
bonds increase and a draw on bond reserve funds is required, then
we would likely lower the rating.  The rating on the series
2001H bonds and the third-lien series 2004A-3 bonds would also be
lowered, even though there are no debt service payments due on
these bonds until 2020 and 2031," S&P related.


HELLER EHRMAN: Suit v. Arnold Porter Survives Motion to Dismiss
---------------------------------------------------------------
Heller Ehrman LLP, v. Arnold & Porter LLP, Adv. Pro. No. 10-3203DM
(Bankr. N.D. Calif.), seeks to recover from Defendant law firm the
value of profits received by it with respect to unfinished
business that was being handled by the Debtor at the time of its
dissolution.  Under documents that governed the Debtor, its
corporate partners and the attorney Shareholders of the corporate
partners, the Debtor retained the right to all profits and fees --
including "unbilled fees, work in progress . . . or clientele" --
derived from legal services to its clients, even upon departure of
the attorney handling much matters.  However, as part of its
dissolution process, the Debtor agreed to waive its rights under
Jewel v. Boxer, 156 Cal.App.3d 171 (1984), to recover fees
associated with such unfinished business and generated by its
attorneys after their departure.  The Debtor seeks to avoid this
waiver as constructive or actually fraudulent transfer.

In the First Claim For Relief, the Debtor seeks to avoid and
recover intentional fraudulent transfers under the Bankruptcy
Code; in the Second Claim For Relief, the Debtor seeks to avoid
and recover the same transfers as constructive fraudulent
transfers under the Bankruptcy Code; in the Third Claim For
Relief, it seeks to avoid and recover actual fraudulent transfers
under the California Uniform Fraudulent Transfer Act; in the
Fourth Claim For Relief, it seeks to avoid and recover
constructive fraudulent transfers under CUFTA.

The Defendant filed a motion to dismiss, arguing that the Debtor's
four fraudulent transfer claims lack the specificity and detail
required by Fed. R. Civ. P. 9, incorporated by Fed. R. Bankr. P.
7009.  It also argues that under the general rules of pleadings of
Fed. R. Civ. P. 8, incorporated by Fed. R. Bankr. P. 7008, and
recent Supreme Court precedents, that the Debtor's theories must
have plausibility, not merely possibility, and should fail because
the circumstances of the Jewel Waiver were completely explainable
as part of Debtor's Plan of Dissolution.

In his April 22, 2011 Memorandum Decision, Bankruptcy Judge Dennis
Montali disagreed with the Defendant concerning the Debtor's
Second Claim for Relief and Fourth Claim for Relief.  Attacking a
transfer as a constructively fraudulent transfer is not the same
as alleging fraud, the judge said.  A constructively fraudulent
transfer has nothing to do with the conduct of the transferee.
Stated otherwise, the transfer itself is what is "fraudulent,"
because of its impact on the creditors of an insolvent transferor.
Accordingly, the Court will not dismiss these claims for relief or
even require that they be amended.

As to the First Claim for Relief and the Third Claim for Relief,
Judge Montali said the fraudulent conduct that is necessary to
state a claim on these theories requires actual conduct by the
transferor, and no particular involvement by the transferee.  That
is not to say that in appropriate circumstances a transferee may
not be a participant to an actual fraudulent transfer, but no such
conduct is suggested in the Complaint.

The gravamen of these two counts is that somehow attorney members
of the Debtor, in connection with the execution of the Jewel
Waiver, intended to hinder, delay or defraud the Debtor's
creditors.  Not only are those serious allegations for the Debtor
to make, they lack specificity under each of the two rules cited
above.  Accordingly, the Court will grant the Dismissal Motion but
will give Debtor 30 days to amend those claims for relief.

A copy of Judge Montali's order is available at
http://is.gd/mddbpHfrom Leagle.com.

                          About Heller Ehrman

Headquartered in San Francisco, California, Heller Ehrman, LLP
-- http://www.hewm.com/-- was an international law firm of more
than 730 attorneys in 15 offices in the United States, Europe, and
Asia.

Heller Ehrman filed a voluntary Chapter 11 petition (Bankr. N.D.
Calif., Case No. 08-32514) on Dec. 28, 2008.  Members of the
firm's dissolution committee led by Peter J. Benvenutti approved a
plan dated Sept. 26, 2008, to dissolve the firm.  The Hon.
Dennis Montali presides over the case.  Pachulski Stang Ziehl &
Jones LLP assists the Debtor in its restructuring effort.  The
Official Committee of Unsecured Creditors is represented
Felderstein Fitzgerald Willoughby & Pascuzzi LLP.  The firm
estimated assets and debts at $50 million to $100 million as of
the Petition Date.  According to reports, the firm had roughly $63
million in assets and 54 employees at the time of its filing.  The
Court confirmed Heller Ehrman's Plan of Liquidation in September
2010.


ILLINOIS: Faces $8.3BB Unpaid Obligations  by Fiscal Year End
-------------------------------------------------------------
Amy Merrick, writing for The Wall Street Journal, reports that
Illinois Comptroller Judy Baar Topinka warned Wednesday that the
state is on track to end its fiscal year June 30 with $8.3 billion
in unpaid obligations.

According to the report, Ms. Topinka said Illinois has 208,635
overdue bills -- totaling $4.52 billion -- owed to schools,
hospitals, social-service agencies and businesses, for services
they've already provided.  She also said in an interview both
Democrats and Republicans are to blame for ignoring the state's
fiscal problems for years.  Ms. Topinka is a Republican.

According to the report, Illinois also has $3.8 billion in other
obligations coming due, including another $1 billion in current-
year bills expected to arrive after June 30.  Ms. Topinka said
state agencies are expected to submit bills for $1.2 billion in
employee health-insurance costs.  Illinois also will owe $850
million for corporate tax refunds and $750 million for debt
payments.

The Journal recounts that Illinois in January raised its state
income tax 67% and its corporate income tax 45%, in an effort to
stabilize its finances.  According to Ms. Topinka, the bill
backlog would have been more than $1 billion larger without the
tax increases, but the problem still isn't solved.


IMMANUEL LLC: Court Rejects Bid to Redact March 16 Transcript
-------------------------------------------------------------
To assist in settling an order, the Bankruptcy Court asked its
court reporter to prepare a transcript of the March 16, 2011
hearing, held in Traverse City.  As requested, the court reporter
filed the transcript of the March 16, 2011 hearing on March 27,
2011.  Pursuant to Administrative Order No. 08-03, the Court has
restricted electronic public access to the Transcript until June
27, 2011.  Recognizing that transcripts, like other court filings,
may contain personal identifiers within the meaning of Bankruptcy
Rule 9037(a), the court's transcript policy permits an interested
party to file a notice of intent to request redaction followed by
a request for redaction under Bankruptcy Rule 9037(a).

Within the allowed time, Immanuel LLC filed its Notice of Intent
to Request Transcript Redaction and its Request for Redaction of
Transcript.

The Court has reviewed the Redaction Request, and concludes that
it does not seek to prevent disclosure of personal identifiers
within the meaning of Bankruptcy Rule 9037(a), but rather seeks to
redact the Court's comments about allegations that the Debtor's
adversaries have made during the proceedings.  Because the Debtor
is seeking to redact portions of the Transcript that do not
include personal identifiers, the Court said the Redaction Request
is not proper, and denied it.  The Court said the court reporter
and other court personnel may conduct themselves as if the
Redaction Request had not been filed.

A copy of Bankruptcy Judge Scott W. Dales' April 18, 2011 Order is
available at http://is.gd/v6dfWtfrom Leagle.com.

Immanuel, LLC, is family-run real estate holding company located
in Traverse City, Michigan.  Facing foreclosure, it filed a
voluntary Chapter 11 petition (Bankr. W.D. Mich. Case No. 10-
11585) on Sept. 24, 2010.

Within a month after the Petition Date, the Debtor filed a
proposed Combined Chapter 11 Disclosure Statement and Plan of
Reorganization.  Because the Plan contemplates transferring some
portion of the Debtor's real estate holdings to its two secured
creditors, the Debtor promptly filed a motion for valuation of
property pursuant to Fed. R. Bankr. P. 3012.

Two weeks later, the Debtor's largest creditor, the Oleson
Foundation, filed its motion to dismiss or convert.  The Debtor's
second largest secured creditor, Northwestern Bank supports
Oleson's Motion.

In a ruling on March 14, 2011, the Court held that Northwestern's
collateral has a fair market value of $2,386,000.  Because the
evidence established that Northwestern has a claim for $3,748,590
as of the Petition Date, the Court said Northwestern is
undersecured to the extent of $1,362,590.  Because the Plan,
at least as presently drafted, proposes to surrender all of
Northwestern's collateral, it seems plausible to conclude,
according to the Court, that Northwestern is receiving the
indubitable equivalent of its secured claim.  Nevertheless, the
Debtor's Plan will have to provide for the resulting deficiency
claim: surrendering collateral in full satisfaction will not meet
the Bankruptcy Code's confirmation standards because Northwestern
has a secured claim and an unsecured claim.

The Court also ruled that Oleson's Collateral has a fair market
value of $6,900,000.


JETBLUE AIRWAYS: Reports $3 Million Net Income in March 31 Qtr.
---------------------------------------------------------------
JetBlue Airways Corporation reported net income of $3 million on
$1.01 billion of total operating revenues for the three months
ended March 31, 2011, compared with a net loss of $1 million on
$871 million of total operating revenues for the same period
during the prior year.

"Despite significantly higher fuel prices, we are pleased to
report a profit in the first quarter," said Dave Barger, JetBlue's
President and Chief Executive Officer.  "Our first quarter results
demonstrate the success of our Boston and Caribbean network which
continue to deliver strong revenue performance and the focus
brought by our 13,000 crewmembers to deliver a great JetBlue
Experience."

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/VT5xTA

                       About JetBlue Airways

JetBlue Airways Corp., based in Forest Hills, New York, operates a
low-cost, point-to-point airline from a hub in New York.  JetBlue
serves 60 cities with 600 daily non-stop flights.

The Company's balance sheet at Dec. 31, 2010 showed $6.59 billion
in total assets, $4.94 billion in total liabilities, and
$1.65 billion in stockholders' equity.

                          *     *     *

JetBlue carries 'Caa1' long term corporate family and probability
of default ratings, with positive outlook, from Moody's.  It has a
'B-' long term issuer default rating, with stable outlook, from
Fitch.  It also has a 'B-' issuer credit ratings from Standard &
Poor's.

In November 2010, Standard & Poor's Ratings Services affirmed its
ratings, including its 'B-' corporate credit rating, on Forest
Hills, New York-based JetBlue Airways Corp.  At the same time, S&P
revised its outlook on the rating to positive from stable.  The
recovery rating on senior unsecured debt remains '6', indicating
S&P's expectations of a negligible (0%-10%) recovery in a default
scenario.  S&P noted that while JetBlue has been profitable in six
of the last seven quarters, its financial profile remains highly
leveraged, with EBITDA interest coverage of 2.5x, funds flow to
debt of 15.7%, and debt to capital of 75.2%.


JETBLUE AIRWAYS: Provides Updates and Q2 Guidance to Investors
--------------------------------------------------------------
JetBlue Airways Corporation provided an update for investors
presenting information relating to the Company's financial outlook
for the second quarter ending June 30, 2011 and full year 2011,
and other information regarding the Company's business.  The
update is available for free at http://is.gd/HW4BkD

                       About JetBlue Airways

JetBlue Airways Corp., based in Forest Hills, New York, operates a
low-cost, point-to-point airline from a hub in New York.  JetBlue
serves 60 cities with 600 daily non-stop flights.

The Company's balance sheet at Dec. 31, 2010 showed $6.59 billion
in total assets, $4.94 billion in total liabilities, and
$1.65 billion in stockholders' equity.

                          *     *     *

JetBlue carries 'Caa1' long term corporate family and probability
of default ratings, with positive outlook, from Moody's.  It has a
'B-' long term issuer default rating, with stable outlook, from
Fitch.  It also has a 'B-' issuer credit ratings from Standard &
Poor's.

In November 2010, Standard & Poor's Ratings Services affirmed its
ratings, including its 'B-' corporate credit rating, on Forest
Hills, New York-based JetBlue Airways Corp.  At the same time, S&P
revised its outlook on the rating to positive from stable.  The
recovery rating on senior unsecured debt remains '6', indicating
S&P's expectations of a negligible (0%-10%) recovery in a default
scenario.  S&P noted that while JetBlue has been profitable in six
of the last seven quarters, its financial profile remains highly
leveraged, with EBITDA interest coverage of 2.5x, funds flow to
debt of 15.7%, and debt to capital of 75.2%.


JOHN E HARMS: Tekmen's Motion to Vacate Judgment Denied
-------------------------------------------------------
John E. Harms, Jr. & Associates, Inc., v. John Tekman, et al.,
Adv. Pro. No. 09-00581 (Bankr. D. Md.), alleges claims for the
avoidance of unauthorized postpetition transfers, the recovery of
property, breach of contract, fraud, misappropriation, conversion,
and a civil conspiracy.  Defendants John Tekmen and ILKEM, LLC,
failed to file or serve a written response.  After the response
period lapsed the Plaintiff filed a Verified Motion for Default
Judgment on Oct. 8, 2009 which was not responded to and was
granted on Nov. 3, 2009 by Order Granting Judgment Against John
Tekman and ILKEM, LLC By Default.  Over two months later,
Defendants, represented by counsel, finally took action by the
filing, on Jan. 12, 2010, of a Motion to Vacate Entry of Default.
The question presented is whether the Motion to Vacate should be
granted, or more specifically, whether the doctrine of excusable
neglect permits the Defendants to sidestep their significant lapse
in diligence.  The Court determines that the answer is 'no'.

A copy of Bankruptcy Judge Robert A. Gordon's April 21, 2011
Memorandum Opinion is available at http://is.gd/OlJbtjfrom
Leagle.com.

John E. Harms, Jr. & Associates, Inc., is an engineering firm.  It
filed for Chapter 11 bankruptcy (Bankr. D. Md. Case No. 09-22090)
on July 2, 2009.


JOHNSTON RE: S&P Assigns 'BB-' Ratings on Class A and B Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its
preliminary 'BB-' ratings on the Series 2011-1 Class A and B notes
to be issued by Johnston Re Ltd.

Johnston Re is a special-purpose Cayman Islands exempted company
licensed as a Class B insurer in the Cayman Islands.  HSBC Bank
(Cayman) Ltd., as share trustee, holds all of Johnston Re's issued
and outstanding shares in trust for charitable or similar
purposes.

The ceding reinsurer will be Munich Reinsurance America Inc.
(Munich Re America; AA-/Stable/--).  Munich Re America will be
responsible for the premium payments due under the retrocession
agreement in place between Munich Re America and Johnston Re.
Johnston Re will cover losses on a per-occurrence basis due to
hurricanes.

Covered losses will not be directly linked to Munich Re America's
exposure in the covered area (North Carolina), rather they will be
based on the losses of the North Carolina Joint Underwriters Assn.
(NCJUA) and the North Carolina Insurance Underwriters Assn.
(NCIUA).

Ratings List

Preliminary Ratings Assigned

Johnston Re Ltd.
Series 2011-1 Class A Notes       BB-(prelim)
Series 2011-1 Class B Notes       BB-(prelim)


JUNIPER GROUP: Amends 2010 Form 10-K; Posts $3.69-Mil. Profit
-------------------------------------------------------------
Juniper Group, Inc., filed with the U.S. Securities and Exchange
Commission Amendment No. 1 to Form 10-K for the year ended Dec.
31, 2010 to correct a clerical error made in recording the
adjustment to the derivative liability relating to convertible
debentures and the resulting effect on the statement of
operations.

The amended statement of operations reflects net income
attributable to common stockholders of $3.69 million on
$2.35 million of wireless infrastructure services for the year
ended Dec. 31, 2010, compared with a net loss attributable to
common stockholders of $14.85 million on $2.35 million of wireless
infrastructure services as originally reported.

The Company's amended balance sheet at Dec. 31, 2010, reflects
$1.12 million in total assets, $17.78 million in total
liabilities, and a $16.66 million total stockholders' deficit.
The original balance sheet showed $1.12 million in total assets,
$36.33 million in total liabilities, and a $35.21 million
stockholders' deficit.

A full-text copy of the Amended Annual Report is available for
free at http://is.gd/ybsC1e

                        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.

As reported by the TCR on April 21, 2011, 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.


LEE ENTERPRISES: Selling $1.055 Billion of Junk Bonds
-----------------------------------------------------
Michael Aneiro, writing for The Wall Street Journal, reports that
Lee Enterprises Inc. was scheduled to price $1.055 billion of
high-yield -- or "junk" -- bonds late Tuesday as part of an effort
to refinance all of its existing debt and avoid a bankruptcy
filing that until recently market participants had deemed likely.

The Journal reports Lee Enterprises on Monday revised the terms of
a previously announced note offering, raising by $5 million to
$680 million the volume of first-lien senior secured notes due
2017.  It also revised $375 million of second-lien senior secured
notes due 2018 so that they now offer interest payments partially
in cash and partially in the form of additional notes.

The Journal relates Lee has been on bond investors' lists of
potential bankruptcy candidates, but a roaring market for high-
yield debt has given Lee hope of selling new bonds with longer
maturities to pay down its existing obligations.  Lee said it
intends to use proceeds from the bond offering to refinance
substantially its existing debt, slated to mature in April 2012
and consisting of $878.8 million in bank borrowings and $147
million in notes.

According to the report, Lee is also offering buyers of the
second-lien notes the option to buy new shares of common stock
with a face value of $2.  If the company sells all 8.9 million of
these new shares, it would increase the number of outstanding
shares to 48.17 million. Existing Lee shares were trading Tuesday
for $1.92, down 3 cents, or 1.5%.

                       About Lee Enterprises

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

                           *     *     *

As reported by the Troubled Company Reporter on April 14, 2011,
Standard & Poor's Ratings Services Lee Enterprises its preliminary
'B' corporate credit rating.  S&P also said, "At the same time, we
assigned our preliminary 'B' rating (the same as the corporate
credit rating) to the company's offering of $675 million first-
priority lien senior secured notes due 2017 with a preliminary
recovery rating of '3', indicating our expectation of meaningful
(50%-70%) recovery for lenders in the event of a payment default.
We also rated the company's second-priority lien senior secured
notes due 2018 a preliminary 'CCC+', with a preliminary recovery
rating of '6', indicating negligible (0%-10%) recovery for
lenders."

The TCR on April 13, 2011, said Moody's Investors Service assigned
first time ratings to Lee Enterprises, including a Caa1 Corporate
Family Rating (CFR), Caa1 Probability of Default Rating (PDR) and
SGL-3 speculative-grade liquidity rating.  Moody's also assigned a
B1 rating to the company's proposed $50 million 5-year senior
secured first-lien first-out revolver, a B3 rating to its proposed
$675 million senior secured first-lien notes maturing 2017, and a
Caa2 rating to its proposed $375 million senior secured second-
lien notes maturing 2018.  The rating outlook is stable.


LEE ENTERPRISES: Moody's Says Ratings Not Affected by Refinancing
-----------------------------------------------------------------
Moody's Investors Service said Lee Enterprises, Incorporated's
(Lee) ratings including its Caa1 Corporate Family Rating (CFR) are
not affected by the changes to its proposed refinancing structure
including the upsize of its first lien senior secured notes due
2017 to $680 million from $675 million, and shift of the coupon on
the $375 million senior secured notes due 2018 to a cash/PIK
combination from all cash.

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

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


LEELAND STATION: Fraser Did Not Earn Commission in Hovnanian Deal
-----------------------------------------------------------------
Bankruptcy Judge Paul Mannes ruled that real estate broker Fraser
Forbes Company LLC is not entitled to a commission from the sale
of certain Leeland Station LLC assets to K. Hovnanian Homes of
Virginia, Inc.  The judge said Fraser did not meet its burden of
proof that it was the procuring cause of the sale.  There is no
question that Bank of America N.A., a substantially under-secured
creditor, was the driving force behind the effort to sell the
subject property.  When Fraser was "in office," K. Hovnanian did
not view the $20 million price tag that Fraser was saddled with as
worthy of consideration.  While K. Hovnanian had been contacted
several times by Fraser representatives, nothing came of those
efforts.  It was only at such time when the Bank took a more
realistic view of its situation and lowered its expectations that
K. Hovnanian was contacted by another broker, said to have a Bank
of America contact, who passed on the lowered demand to it.  In
due course, the various decision-makers for the Bank and K.
Hovnanian agreed on terms and entered into the Purchase and Sale
Agreement.  But, throughout that stage of the proceedings, Fraser
was out of the picture.  Judge Mannes also ruled that Fraser may
not surcharge the Bank's collateral pursuant to 11 U.S.C. Sec.
506(c).

A copy of Judge Mannes' April 22, 2011 Memorandum of Decision is
available at http://is.gd/36p1eyfrom Leagle.com.

Leeland Station, LLC, in Rockville, Maryland, filed for Chapter 11
bankruptcy (Bankr. D. Md. Case No. 08-16833) on May 19, 2008.
James A. Vidmar, Jr. -- jvidmar@linowes-law.com -- at Linowes and
Blocher, serves as the Debtor's counsel.  In its petition, the
Debtor listed under $50,000 in assets and $10 million to $50
million in debts.


LEHMAN BROTHERS: Wins OK for Add'l Investment in NY Properties
--------------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors received
approval from Judge James Peck of the U.S. Bankruptcy Court for
the Southern District of New York to make additional investment
to complete the conversion of a New York apartment building into
a condominium complex.

The apartment building located at 25 Broad Street, in New York,
was acquired by entities controlled by Kent Swig, a property
developer, through a $309 million loan they availed from LBHI.

The property faces possible foreclosure in light of a lawsuit
LBHI filed in the New York Supreme Court in January 2009.  The
company holds a mortgage lien on the property as collateral for
its loan.

LBHI's lawyer, Alfredo Perez, Esq., at Weil Gotshal & Manges LLP,
in Houston, Texas, says the additional investment would help
protect the company against asset loss and would enhance the
value of the property while it is awaiting the outcome of the
lawsuit.

Mr. Perez says the additional investment will also be used to pay
the operating expenses of the property until it is able to
generate sufficient revenue to cover its costs, and to transfer
development rights with respect to an adjacent parcel located at
45 Broad Street.

The adjacent parcel was also acquired by the Swig-controlled
entities through the $309 million loan.  LBHI filed a separate
lawsuit to foreclose on the mortgages encumbering the property.
The foreclosure is expected to be completed during the third
quarter of this year.

Mr. Swig and his controlled entities have developed a business
plan for the conversion of the apartment building, which proposes
for the demolition of the building's south wing and the transfer
of land where the structure stands as well as the transfer of the
associated development rights.

The additional investments for the properties will not exceed
$25.1 million, according to Mr. Perez.

Judge James Peck will hold a hearing on April 13, 2011, to
consider the proposed investment.  The deadline for filing
objections is April 6, 2011.

                      About Lehman Brothers

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

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

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

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

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

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

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

                     About Lehman Brothers

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

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

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

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

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

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

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

                International Operations Collapse

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

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

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


LEHMAN BROTHERS: Wins Approval of Aegis Settlement
--------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors received
court approval of an agreement to settle an indemnification claim
against Aegis Mortgage Corp.

Aurora Loan Services LLC, a subsidiary of Aurora Bank FSB, filed
the claim in the sum of $34,193,606 against Aegis on account of
the residential mortgage loans acquired by LBHI.  Aegis, which is
also under bankruptcy protection, is the originator of the
mortgage loans.

Under the settlement agreement, the claim will be reduced and
allowed as a general unsecured claim for $25 million in Aegis'
bankruptcy case.  The deal also calls for the mutual release of
all claims among LBHI, Aegis, Aurora Loan and Aurora Bank.

A full-text copy of the settlement agreement is available for
free at http://bankrupt.com/misc/LBHI_AegisSettlement.pdf

LBHI estimates that more than $19 million is allocable to the
company since about 77% of the claim amount is based on loans it
owns while the remainder is based on loans held by its
subsidiary, Aurora Bank.

"The settlement will enable LBHI to avoid spending significant
amounts of its limited resources to recover only a portion of its
claim amount," says Shai Waisman, Esq., at Weil Gotshal & Manges
LLP, in New York.

A disclosure statement describing Aegis' restructuring plan,
estimates that recoveries on general unsecured claims against the
loan originator will only be 5% to 15% of the allowed claim
amount.

                     About Lehman Brothers

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

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

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

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

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

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

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

                International Operations Collapse

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

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

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


LEHMAN BROTHERS: LCPI Has Nod for Innkeepers Bankruptcy Deal
------------------------------------------------------------
Lehman Commercial Paper Inc. received approval from the U.S.
Bankruptcy Court for the Southern District of New York for its
affiliate, Lehman ALI Inc., to enter into a letter agreement in
connection with the restructuring of Innkeepers USA Trust.

Lehman ALI is a lender of Innkeepers, a hotel investment company,
which filed for bankruptcy protection last year.  Lehman ALI
holds a $220.2 million claim on account of the $250 million loan
it provided to fund parts of the $1.8 billion buyout of
Innkeepers by Apollo Investment Corp.

The letter agreement contains the terms of a proposed
restructuring of Innkeepers.  It generally provides for Lehman
ALI's exchange of its interest in the mortgage loan for up to 50%
of the new equity in a reorganized Innkeepers and a cash payment
of at least $26.2 million.

If a sale of new equity to another investor or new property
manager is consummated, Lehman ALI will hold at least 40% of the
new equity and will receive a cash payment of up to $61 million.

Lehman ALI and Five Mile Capital II Pooling REIT LLC earlier
submitted a joint bid for the purchase of the new equity in
reorganized Innkeepers.  An auction will be held in case the
hotel investment company receives other offers, with the joint
bid serving as the lead bid at the auction.

Both the letter agreement and the joint bid require Lehman ALI
and Five Mile to deposit $10 million each to secure their
obligations under the agreement as well as the payment in full of
the "debtor-in-possession" loan Innkeepers obtained from Solar
Finance Inc., another affiliate of LCPI.

The DIP loan was used to finance improvements on the hotel
properties, which serve as collateral for the $250 million
mortgage loan.

Judge Shelley Chapman, the bankruptcy judge who oversees
Innkeepers' bankruptcy case, has already issued an order
approving the hotel investment company's entry into the letter
agreement.  Last year, Innkeepers did not get court approval to
enter into a plan support agreement with Lehman ALI and
consummate the restructuring proposed in the PSA.

                     About Lehman Brothers

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

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

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

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

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

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

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

                International Operations Collapse

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

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

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


LEHMAN BROTHERS: LCPI Wins OK to Purchase Pine CCS Notes
--------------------------------------------------------
Judge James Peck has issued an order authorizing Lehman
Commercial Paper Inc. to purchase more than $900 worth of notes
from Barclays Bank PLC and Lehman Brothers Holdings Inc.

The notes, which were issued by Pine CCS Ltd., consist of $927
million worth of Class A-1 notes from Barclays and $4 million
worth of Class A-1 notes from LBHI.  They will be sold to LCPI
for only $805 million.

The April 14, 2011 order reserves the rights, claims and defenses
of LBHI and LCPI with respect to the ownership of the Pine notes.
Any transfer by the Lehman units of those notes prior to their
bankruptcy filing won't be affected by the transaction, according
to the court order.

                     About Lehman Brothers

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

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

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

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

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

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

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

                International Operations Collapse

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

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

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


LEHMAN BROTHERS: Paulson Bought Lehman Debt at Steep Discount
-------------------------------------------------------------
Eric Morath, writing for Dow Jones' Daily Bankruptcy Review,
reports that Paulson & Co., the hedge-fund manager leading the
charge for a rival Lehman Brothers Holdings Inc. creditor-payment
plan, has revealed that it began acquiring its $4.2 billion debt
in Lehman on the day Lehman filed for Chapter 11 protection in
2008 and purchased much of that debt for about 10 cents on the
dollar.

According to DBR, court papers filed Friday in Manhattan
bankruptcy court show that Paulson began snapping up Lehman debt
for 35 cents on the dollar on the day of the bankruptcy filing in
September 2008.  By mid-December 2008, it was paying as little as
7.5 cents per dollar of debt, court papers show.

DBR further reports Paulson has continued to purchase debt, making
buys as recently as this month.  Paulson's purchases this year
have been at or above 20 cents on the dollar.

DBR relates Paulson stands to more than double its investment on
many of its nearly 2,000 individual debt purchases if it succeeds
in obtaining court approval for its proposed Chapter 11 plan for
Lehman.  According to DBR, John Paulson's investment firm is
leading a group of creditors pushing for a plan that would pay
them and other senior bondholders 24 cents on the dollar for their
claims.

Paulson leads a so-called Ad Hoc Group of Lehman Brothers
Creditors.  Collectively, the 14 members hold $19.6 billion in
Lehman debt, $16.1 billion of which is senior bond debt or similar
claims.  Other members include investment firms, four of which
each hold $1 billion in claims acquired post-bankruptcy,
municipalities and the California Public Employees' Retirement
System, which hold comparatively smaller amounts purchased before
the Chapter 11 filing.  DBR notes that after Paulson, the largest
debt holders in the group are Taconic Capital Advisors LP, holding
$2.8 billion in debt, and Canyon Capital Advisors LLC, holding
$2.3 billion.

According to the report, Calpers acquired all of its $431 million
in debt between July 2006 and July 2008.  It paid between par and
86 cents on the dollar.

                     About Lehman Brothers

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

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

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

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

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

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

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

                International Operations Collapse

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

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

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


LEHMAN BROTHERS: To Begin Sale Process for Aurora Bank in June
--------------------------------------------------------------
Paritosh Bansal and Caroline Humer, writing for Reuters, report
that sources familiar with the situation said Lehman Brothers
Holdings Inc. is expected to begin the sale process for Aurora
Bank, worth around $850 million, by June as Lehman sells off
pieces of itself to pay off creditors.

Sources told Reuters investment banks KBW Inc. and Lazard Ltd. are
expected to advise the Lehman estate on the sale of the unit.

Reuters relates that, according to regulatory filings, Wilmington,
Delaware-based Aurora, which was formerly known as Lehman Brothers
Bank, has assets of about $4.4 billion.  It services a loan
portfolio of about $74 billion for others as of Dec. 31.

Reuters says Lehman, Lazard and KBW declined to comment.  The
sources are anonymous because they were not authorized to speak
publicly to the media.

Reuters also notes the sale of Aurora has been expected since last
year after Lehman made an agreement with regulators to put new
money into the bank and agreed to either sell or liquidate it
within 18 months.  That sale was approved by Federal bankruptcy
court in Manhattan in November, setting a May 2012 deadline.

Reuters further relates any proceeds from the sale will
essentially go to pay back creditors, but will be offset partly by
Lehman's transfer of about $535 million in cash and $336 million
in mortgage loans to Aurora late in 2010.

                     About Lehman Brothers

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

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

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

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

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

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

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

                International Operations Collapse

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

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

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


LPATH INC: Files Post-Eff. Amendment to 10.6-Mil Shares Prospectus
------------------------------------------------------------------
LPath, Inc., filed with the U.S. Securities and Exchange
Commission Post-Effective Amendment No. 1 to Form S-1 registration
statement relating to the resale by certain selling security
holders of Lpath, Inc., of up to 10,606,096 shares of the
Company's Class A common stock in connection with the resale of:

     * up to 6,978,128 shares of the Company's Class A common
       stock that were issued in connection with a private
       placement that closed on Nov. 15, 2010; and

     * up to 3,627,968 shares of the Company's Class A common
       stock that may be issued upon exercise of warrants acquired
       by selling security holders in the Company's November 2010
       private placement.

The selling security holders may offer to sell the shares of Class
A common stock at fixed prices, at prevailing market prices at the
time of sale, at varying prices, or at negotiated prices.  The
Company does not know when or in what amount the selling security
holders may offer the securities for sale.  The selling security
holders may sell any, all or none of the securities offered by the
prospectus.

The Company will not receive proceeds from the sale of shares by
the selling security holders.  Any proceeds received by the
Company from the exercise of warrants by the selling security
holders will be used for general corporate purposes.  The selling
security holders and any brokers executing sell orders on behalf
of the selling security holders may be deemed to be "underwriters"
within the meaning of the Securities Act of 1933, as amended.
Commissions received by a broker executing sell orders may be
deemed to be underwriting commissions under the Securities Act.

The Company's Class A common stock is traded on the OTC Bulletin
Board under the symbol "LPTN."  On April 19, 2011, the closing
sale price of the Company's Class A common stock on the OTC
Bulletin Board was $1.04 per share.

A full-text copy of the amended prospectus is available for free
at http://is.gd/y7XOlq

                            About LPath

San Diego, Calif.-based Lpath, Inc. is a biotechnology company
focused on the discovery and development of lipidomic-based
therapeutics, an emerging field of medical science whereby
bioactive lipids are targeted to treat human diseases.

The Company reported a net loss of $4.60 million on $7.83 million
of total revenues for the year ended Dec. 31, 2010, compared with
net income of $3.98 million on $11.91 million of total revenues
during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $23.84 million
in total assets, $20.83 million in total liabilities and
$3.01 million in total stockholders' equity.

As reported by the TCR on March 28, 2011, Moss Adams LLP, in San
Diego, Calif., expressed substantial doubt about the Company's
ability to continue as a going concern after auditing the
Company's financial statements at the end of 2009.  The
independent auditors noted that the Company had incurred
significant cash losses from operations since inception and
expects to continue to incur cash losses from operations in 2010
and beyond.  In its audit report for 2010, the auditor did not
issue a going concern qualification.


LPATH INC: Files 3rd Amendment to 9.12-Mil. Shares Prospectus
-------------------------------------------------------------
LPath, Inc., filed with the U.S. Securities and Exchange
Commission a Post-Effective Amendment No. 3 to Form S-1
registration statement relating to the resale by certain selling
security holders of Lpath, Inc., of up to 9,128,276 shares of the
Company's Class A common stock in connection with the resale of:

     * up to 7,090,999 shares of the Company's Class A common
       stock which were issued in connection with a private
       placement that closed on Aug. 12 and 18, 2008; and

     * up to 2,037,277 shares of the Company's Class A common
       stock which may be issued upon exercise of certain warrants
       issued in connection with a private placement that closed
       in August 2008.

The selling security holders may offer to sell the shares of Class
A common stock at fixed prices, at prevailing market prices at the
time of sale, at varying prices, or at negotiated prices.  The
Company does not know when or in what amount the selling security
holders may offer the securities for sale.  The selling security
holders may sell any, all or none of the securities offered by
this prospectus.

The Company will not receive proceeds from the sale of shares by
the selling security holders.  Any proceeds received by the
Company from the exercise of warrants by the selling security
holders will be used for general corporate purposes.  The selling
security holders and any brokers executing sell orders on behalf
of the selling security holders may be deemed to be "underwriters"
within the meaning of the Securities Act of 1933, as amended.
Commissions received by a broker executing sell orders may be
deemed to be underwriting commissions under the Securities Act.

The Company's Class A common stock is traded on the OTC Bulletin
Board under the symbol "LPTN."  On April 19, 2011, the closing
sale price of our Class A common stock on the OTC Bulletin Board
was $1.04 per share.

A full-text copy of the amended prospectus is available for free
at http://is.gd/r72lS2

                            About LPath

San Diego, Calif.-based Lpath, Inc. is a biotechnology company
focused on the discovery and development of lipidomic-based
therapeutics, an emerging field of medical science whereby
bioactive lipids are targeted to treat human diseases.

The Company reported a net loss of $4.60 million on $7.83 million
of total revenues for the year ended Dec. 31, 2010, compared with
net income of $3.98 million on $11.91 million of total revenues
during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $23.84 million
in total assets, $20.83 million in total liabilities and $3.01
million in total stockholders' equity.

As reported by the TCR on March 28, 2011, Moss Adams LLP, in San
Diego, Calif., expressed substantial doubt about the Company's
ability to continue as a going concern after auditing the
Company's financial statements at the end of 2009.  The
independent auditors noted that the Company had incurred
significant cash losses from operations since inception and
expects to continue to incur cash losses from operations in 2010
and beyond.  In its audit report for 2010, the auditor did not
issue a going concern qualification.


LPATH INC: Files 4th Amendment to 25.8-Mil. Shares Prospectus
-------------------------------------------------------------
LPath, Inc., filed with the U.S. Securities and Exchange
Commission Post-Effective Amendment No. 4 to Form S-1 registration
statement relating to the resale by certain selling security
holders of Lpath, Inc., of up to 25,762,443 shares of the
Company's Class A common stock in connection with the resale of:

     * up to 17,832,610 shares of the Company's Class A common
       stock which were issued in connection with a private
       placement that closed in April and June 2007; and

     * up to 7,929,833 shares of the Company's Class A common
       stock which may be issued upon exercise of certain warrants
       issued in connection with a private placement that closed
       in April and June 2007.

The selling security holders may offer to sell the shares of Class
A common stock at fixed prices, at prevailing market prices at the
time of sale, at varying prices, or at negotiated prices.  The
Company does not know when or in what amount the selling security
holders may offer the securities for sale.  The selling security
holders may sell any, all or none of the securities offered by the
prospectus.

The Company will not receive proceeds from the sale of shares by
the selling security holders.  Any proceeds received by the
Company from the exercise of warrants by the selling security
holders will be used for general corporate purposes.  The selling
security holders and any brokers executing sell orders on behalf
of the selling security holders may be deemed to be "underwriters"
within the meaning of the Securities Act of 1933, as amended.
Commissions received by a broker executing sell orders may be
deemed to be underwriting commissions under the Securities Act.

The Company's Class A common stock is traded on the OTC Bulletin
Board under the symbol "LPTN."  On April 19, 2011, the closing
sale price of the Company's Class A common stock on the OTC
Bulletin Board was $1.04 per share.

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

                            About LPath

San Diego, Calif.-based Lpath, Inc. is a biotechnology company
focused on the discovery and development of lipidomic-based
therapeutics, an emerging field of medical science whereby
bioactive lipids are targeted to treat human diseases.

The Company reported a net loss of $4.60 million on $7.83 million
of total revenues for the year ended Dec. 31, 2010, compared with
net income of $3.98 million on $11.91 million of total revenues
during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $23.84 million
in total assets, $20.83 million in total liabilities and $3.01
million in total stockholders' equity.

As reported by the TCR on March 28, 2011, Moss Adams LLP, in San
Diego, Calif., expressed substantial doubt about the Company's
ability to continue as a going concern after auditing the
Company's financial statements at the end of 2009.  The
independent auditors noted that the Company had incurred
significant cash losses from operations since inception and
expects to continue to incur cash losses from operations in 2010
and beyond.  In its audit report for 2010, the auditor did not
issue a going concern qualification.


MACMENAMIN'S GRILL: Avoidance Suit Ruling Conflicts With 3rd Cir.
-----------------------------------------------------------------
Robert L. Geltzer, as Chapter 11 Trustee for MacMenamin's Grill
Ltd., v. James F. Mooney, Mark Hantho, Neil Clark and TD Bank,
N.A., Adv. Pro. No. 09-8266 (Bankr. S.D.N.Y.), seeks, under
Sec. 548(a)(1)(B) of the Bankruptcy Code, 11 U.S.C. Sec. 101 et
seq., as well as under Sec. 544(b) of the Bankruptcy Code to the
extent that it incorporates Sections 273, 275 and 278 of the New
York Debtor and Creditor Law, to avoid allegedly fraudulent
transfers of the Debtor's cash to purchase the stock in the Debtor
formerly owned by the three individual defendants, as well as the
loan from TD Bank, N.A. (and related security interest), the
proceeds of which were used by the Debtor to fund the stock
purchase, and to recover the transfers or the value thereof under
section 550 of the Bankruptcy Code.  The Trustee has sought to
avoid the stock purchases and the TD Bank, N.A. loan and security
interest only as constructively fraudulent; he has not asserted
that the Debtor's purchases of the Shareholders' stock and the
loan incurred by the Debtor to pay for the purchase and the
related security interest in substantially all of the Debtor's
assets were intentionally fraudulent.

The Shareholders and TD Bank, N.A. each moved for summary judgment
under Fed. R. Bankr. P. 7056, which incorporates Fed. R. Civ. P.
56, on the basis that section 546(e) of the Bankruptcy Code bars
the Trustee's avoidance claims and moots the application of
section 550, which applies as a remedy only for avoidable
transfers.

In an April 21, 2011, Memorandum of Decision, Bankruptcy Judge
Robert D. Drain denied both motions.  Judge Drain held that a
statutory safe harbor against constructive fraudulent conveyance
actions under the Bankruptcy Code involving securities transfers
does not apply to the private sale of securities, even when there
are no allegations of illegal conduct or fraud involved in the
underlying transaction, according to a Restructuring & Insolvency
ALERT from Squire, Sanders & Dempsey LLP.

Robert A. Wolf, Esq., and Peter A. Zisser, Esq., at Squire,
Sanders & Dempsey LLP, argue for Robert L. Geltzer, as chapter 11
trustee of MacMenamin's Grill Ltd.

According to the Squire Sanders article, the ruling "appears to be
a matter of first impression" and represents "an important
decision from the influential Southern District of New York that
conflicts with precedent in the Third Circuit, which includes the
equally influential District of Delaware -- a split in authority
that could prove critical too bankruptcy practitioners in the
future."

The Squire Sanders article says the importance of the MacMenamin's
Grill decision, if upheld, will likely be determined through
subsequent application or distinction in cases involving larger
transfer amounts or more shareholders.  However, counsel for both
shareholders and their financially challenged companies need to be
aware of the possibility that the section 546(e) safe harbor may
not provide them with refuge if the company is venued in the
Southern District of New York.  Trustees and creditors, on the
other hand, now have another weapon in their arsenal when
attempting to unwind or mitigate the consequences of unsuccessful
leveraged buyout transactions.

According to the Squire Sanders article, equally important to
practitioners, the MacMenamin's Grill decision is in direct
contradiction with controlling authority in the Third Circuit,
which holds that the section 546(e) safe harbor applies, even in
the case of private securities acquired from a small number of
shareholders of a closely held corporation. See In re Plassein
Int'l Corp., 590 F.3d at 259 (applying Lowenschuss v. Resorts
Int'l, Inc. (In re Resorts Int'l, Inc.), 181 F.3d 505, 509 (3d
Cir. 1999)). This conflict in authority presents another
consideration that must be vetted before any bankruptcy filing
where venue is proper in either Delaware or New York.

Founded in 1890, Squire, Sanders & Dempsey has lawyers in 36
offices and 16 countries around the world and now includes the
nearly 500 lawyers from leading UK legal practice Hammonds.

A copy of Judge Robert D. Drain's April 21 Memorandum of Decision
is available at http://is.gd/iMkOwUfrom Leagle.com.

Alex Spizz, Esq., at Todtman, Nachamie, Spizz & Johns, P.C.,
argues for James F. Mooney, Mark Hantho and Neil Clark.  He may be
reached at:

          425 Park Avenue
          New York, NY 10022
          Tel: 1-212-754-9400
          Fax: 1-212-754-6262
          E-mail: aspizz@tnsj-law.com

Alan R. Ostrowitz, Esq. -- ostrow.law@verizon.net -- and Jennifer
Marcus, Esq., at Ostrowitz & Ostrowitz, argue for TD Bank, N.A.

A copy of Judge Robert D. Drain's April 21 Memorandum of Decision
is available at http://is.gd/iMkOwUfrom Leagle.com.

MacMenamin's Grill -- http://www.macmenaminsgrill.com/-- is a
five-star restaurant known for its fish and steak platters.  It is
located in New Rochelle, New York.  It filed for bankruptcy
(Bankr. S.D.N.Y. Case No. 08-23660) in 2008.


MERCANTIL COMMERCEBANK: Fitch Affirms 'B' ST Issuer Default Rating
------------------------------------------------------------------
Fitch Ratings has affirmed Mercantil Commercebank Florida
Bancorp's (MCFB) and Mercantil Commercebank, N.A.'s (MCB) long-
and short-term Issuer Default Ratings at 'BB' and 'B',
respectively.  The Rating Outlook remains Negative.  The company's
liquidity profile is considered good and capital ratios were
appropriate for its rating category; however, the weak economic
environment in the bank's footprint, elevated levels of problem
assets, and below peer profitability levels support the Negative
Outlook.

At Dec. 31, 2010, MCFB's regulatory and tangible capital ratios
were appropriate for its rating category, and its liquidity
profile remained solid, and also consistent with the current
ratings.  MCFB and MCB have benefited from capital contributions
in the past from its ultimate parent company, Venezuela-based
Mercantil Servicios Financerios (MSF).  In 2010, MSF downstreamed
an additional $25 million which was retained at the holding
company for liquidity purposes.  Although MSF has demonstrated
support of its U.S. based subsidiary, Fitch's rating action did
not incorporate the expectation of further capital contributions
from MSF.  Regulatory capital ratios are impacted by the exclusion
of $31 million in deferred tax assets (DTA), which negatively
impacts the Tier 1 risk-based capital ratio by approximately
90bps.  As MCB achieves core operating profitability, the
disallowed DTA should ultimately accrete back into regulatory
capital.

MCFB's ratings affirmation also incorporates the strength of its
low-cost stable deposit base and stable, competent management
team. MCB's cost of deposits was only 34bps in 2010, as compared
to 144bps for the average of commercial banks in Florida.  In
addition, MCB's balance sheet is very liquid, with cash and
investment securities comprising 39% of total assets at Dec. 31,
2010.

Somewhat offsetting these relative strengths, the weak local
economy, elevated levels of NPAs, and weak profitability metrics
provide negative rating pressure.  Florida real estate market
remains stressed and unemployment levels are higher than the
national average, contributing to weak asset quality and
profitability metrics for MCFB.  Although net-charge offs were
lower in 2010 as compared to the year prior, and NPAs decreased by
$101 million (23%) in nominal terms, they remain high.  Further,
Fitch views the bank's reserve coverage of nonaccrual loans as
weak. The bank reported modest profitability in 2010.  However,
excluding securities gains, the bank would have reported a loss
for the year.  MCFB's margin is below peer averages due to the
size of its securities portfolio, large loan book in lower-
yielding short-term trade finance credits, and the impact of $310
million in nonaccrual loans.

Further erosion in capital ratios, combined with deterioration in
asset quality metrics, could trigger a downgrade in MCFB's and
MCB's long-term IDR and its individual and long-term deposit
ratings.  Conversely, a sustained improvement in asset quality
metrics and improved profitability metrics could support the
return to a Stable Outlook.

Mercantil Commercebank, N.A reported $6.5 billion of total assets
and $658.4 million in total equity on Dec. 31, 2010.  The bank has
11 branches in the Miami-Dade County, three in Broward County, one
in Palm Beach County, and one in New York and one in Houston.  The
bank also operates a loan production office in Weston, FL.
Through its domestic parent, Mercantil Commercebank Holding Corp.,
the bank is ultimately owned by Mercantil Servicios Financerios
(MSF), one of the largest financial institutions based in
Venezuela.

Fitch has affirmed these ratings:

Mercantil Commercebank Florida BanCorp.

   -- Long-term IDR at 'BB'; Outlook Negative;

   -- Short-term IDR at 'B';

   -- Individual at 'C/D';

   -- Support at '5';

   -- Support floor at 'NF.

Mercantil Commercebank, N.A.

   -- Long-term IDR at 'BB'; Outlook Negative;

   -- Long-term deposits at 'BB+';

   -- Short-term IDR at 'B';

   -- Short-term deposits at 'B';

   -- Individual at 'C/D';

   -- Support at '5';

   -- Support Floor at 'NF'.


MILLLENNIUM MULTIPLE: Sought Turnover of Cash Value of Policies
---------------------------------------------------------------
Millennium Multiple Employer Welfare Benefit Plan asked the U.S.
Bankruptcy Court for the Western District of Oklahoma on Jan. 18,
2011, to compel the turnover of advances from the cash value in
certain of the Debtor's insurance policies that were issued by
American General Life Insurance Company and its affiliate The
United States Life Insurance Company of New York City.

American General holds $60 million of the Debtor's assets in the
form of accessible cash value.  The Debtor sought $8 million in
order to finance the operation of the Debtor and potentially, the
payment of benefits to its Participants.

The Policies and the cash values accumulated therein are property
of the bankruptcy estate because the Debtor owns the Policies and
is the beneficiary of the Policies, the Debtor said.

"While an advance of cash value in a whole life policy is called a
'loan', it is not like bank loans, where the bank advances the
bank's money to the borrower.  In a policy loan, the insurer
advances the policy owner's money to the policy owner.  The policy
owner either pays back what is borrowed or the amount owed is set
off against other funds held under the policy," the Debtor stated.

According to the Debtor, American General's refusal to turn over
the cash value of the Policies violates the automatic stay.

On Jan. 24, 2011, American General filed its Emergency Motion to
Strike the Motion for Turnover.  On Feb. 7, 2011, the Scheduling
Order was entered (having been previously agreed to by the
parties).  The Scheduling Order set various deadlines related to
the Motion for Turnover and other proceedings related to the
Debtor's request for turnover.

Under the Scheduling Order, the deadlines were:

     a. March 25, 2011 -- Motions for Summary Judgment must be
        filed;

     b. April 1, 2011 -- Responses to Motions for Summary Judgment
        must be filed April 7, 2011 Hearing on Motions for Summary
        Judgment;

     c. April 18, 2011 -- Joint Pre-Trial Order to be submitted;
        and

     d. April 27, 2011 -- Trial on any issues not resolved by
        motion.

On March 29, 2011, the Court ruled that all remaining deadlines
set forth in the scheduling order be held in abeyance until such
time as either American General or Debtor request entry of an
amended scheduling order.

                     About Millennium Multiple

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.


NEIMAN MARCUS: Moody's Rates Proposed Term Loan at 'B2'
-------------------------------------------------------
Moody's Investors Service rated Neiman Marcus Group, Inc's
proposed $2,060 million term loan facility due 2018 at B2.  In
addition, Moody's affirmed NMG's Speculative Grade Liquidity
Rating at SGL-1.

Concurrently, Moody's placed on review for possible upgrade NMG's
B3 Corporate Family Rating and Probability of Default Rating, as
well as its Caa2 senior subordinated notes rating.  The proceeds
from the proposed $2,060 million term loan along with NMG's excess
cash will be used to repay in full NMG's $442 million term loan
due 2013, $752 million senior unsecured notes due 2015, and $1,064
million term loan due 2016.  The review for possible upgrade
reflects that the proposed refinancing will notably strengthen
NMG's capital structure by reducing its overall debt level by
approximately $200 million as well as by extending its nearest
debt maturity from 2013 to 2015.

These ratings are assigned and are subject to the successful
closing of the transaction and review of final documentation

   -- $2,060 million senior secured term loan due 2018 at B2 (LGD
      3, 46%)

These ratings are placed on review for possible upgrade

   -- Corporate Family Rating at B3

   -- Probability of Default Rating at B3

   -- Senior subordinated notes rating at Caa2 (LGD 5, 81%)

These ratings are affirmed and LGD point estimates changed

   -- Senior secured debentures due 2028 at B2 (LGD 3, to 46% from
      34%)

   -- Speculative Grade Liquidity Rating at SGL-1

These ratings are affirmed to be withdrawn upon their repayment in
full and the closing of the transaction.

   -- Senior secured bank credit facilities at B2 (LGD 3, 34%)

   -- Senior unsecured notes due 2015 at Caa1 (LGD 5, 74%)

RATINGS RATIONALE

The review for possible upgrade will focus on the terms of the
final closing of the proposed asset based revolving credit
facility and term loan.  In particular, the review will look at
the amount of debt repaid, the amount and maturities of the
facilities after closing, as well other terms and conditions.  NMG
has had solid operating performance for the first six month of the
year.  The review for possible upgrade will also focus on NMG's
liquidity and expectations for future financial performance
including comparable store sales and level of EBIT growth.
Moody's believes that NMG operating performance is insulated from
the current rising commodity cost environment but its performance
is exposed to sustained dips in the stock market.

Should the refinancing close on terms substantially similar to
those currently contemplated, Moody's expects that the Corporate
Family Rating, Probability of Default Rating, and subordinated
notes rating would likely be upgraded by one notch.  Moody's also
anticipates that at that time the Speculative Grade Liquidity
Rating and the ratings on the proposed term loan and senior
secured debentures would be affirmed.

The principal methodology used in rating Neiman Marcus Group, Inc.
was the Global Retail Industry Methodology, published December
2006.  Other methodologies used include Loss Given Default for
Speculative Grade Issuers in the US, Canada, and EMEA, published
June 2009.

Neiman Marcus Group, Inc., headquartered in Dallas, TX, operates
41 Neiman Marcus Stores, 2 Bergdorf Goodman stores, 6 CUSP stores,
30 Last Call clearance centers , and a direct on-line and catalog
business.  Total revenues are just under $4 billion.


NGPL PIPECO: S&P Downgrades Corporate Credit Rating to 'BB+'
------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating and senior unsecured rating on Houston, Texas-based
pipeline company NGPL PipeCo. LLC to 'BB+' from 'BBB-'.  The
outlook on the rating is negative.  As of Dec. 31, 2010,
NGPL had slightly over $3 billion of reported debt.

"The rating on NGPL's senior unsecured notes is 'BB+', with a
recovery rating of '3', which indicates our expectation of
meaningful (50%-70%) recovery in the event of a payment default,"
S&P said.

"We base the downgrade on a projected decline in NGPL's cash flows
to levels below our previous expectations," said Standard & Poor's
credit analyst William Ferara.  "The cash flow decline is
attributable to low natural gas prices on NGPL's commodity gas
sales resulting from its net fuel collections of gas, and higher
operating expenses due to pipeline remediation.  The impact of the
recent Federal Energy Regulatory Commission Section 5 settlement,
which reduces NGPL's transportation and storage maximum tariff
rates, compounds the reduction we expect in NGPL's cash flow."

NGPL owns and operates an interstate natural gas pipeline
transmission and storage system consisting primarily of two major
interconnected transmission pipelines terminating in the Chicago
area.  The Amarillo Line originates in the West Texas and New
Mexico producing areas, and the Gulf Coast Line originates in the
Gulf Coast areas of Texas and Louisiana.  The system has about 278
billion cubic feet (bcf) of working gas storage and 5.0 bcf per
day of deliverability throughout the Mid-Continent region.


NNN 2003: Sevens Building Foreclosed, Sold to General Electric
--------------------------------------------------------------
NNN 2003 Value Fund, LLC, distributed a letter to the Company's
investors regarding its Annual Report on Form 10-K for the fiscal
year ended Dec. 31, 2010, the disposition of Sevens Building,
located in St. Louis, Missouri and the Company's perceived outlook
for its remaining ownership interest in Enterprise Technology
Center, located in Scotts Valley, California.

The Company stated in the letter:

"As communicated in our letter to you dated March 15, 2011, our
sole remaining wholly-owned real estate investment consisted of a
100 percent interest in the Sevens Building, located in St. Louis,
Missouri.  As indicated in that letter and in the enclosed Annual
Report, the Sevens Building went into default due to non-payment
of the outstanding principal balance of $21,494,000 upon maturity
of the loan on Oct. 31, 2010.  The lender, General Electric
Capital Corporation, offered to extend the loan for 12 months
beyond the Oct. 31, 2010 loan maturity date.  However, due to
unfavorable extension terms, including significant pay down of the
loan balance and a requirement to fund significant monthly cash
shortfalls, we concluded that it was not advantageous for our
investors to continue investing in the property.  The decision to
cease further investment is fully supported and underscored when
considering the estimated value of the real estate is
approximately $5 million dollars less than the outstanding loan
balance, with a very slim likelihood of a material recovery of
value in the near term.  Simply put, retaining the property for
even a short period of time would have required a significant
capital investment, in the form of a partial loan pay-down and/or
capital expenditures related to the property's parking structure.
Any new capital invested in the property would very likely have
been lost absent a major market recovery.

"On March 7, 2011, the lender initiated foreclosure proceedings,
and a successor trustee was appointed to conduct a public auction
of the property.  While not reflected in the enclosed 2010 Annual
Report, on March 25, 2011, the Sevens Building was foreclosed
upon/sold to General Electric Credit Equities.  As a result of the
sale, our 100 percent ownership interest in the property was
transferred to an entity affiliated with the lender.

"After the disposition of the Sevens Building, NNN 2003 Value Fund
LLC's sole holding is an 8.5 percent ownership interest in
Enterprise Technology Center in Scotts Valley, California.
National economic challenges continue to dramatically affect the
performance of commercial real estate, as evidenced by the
performance of NNN 2003 Value Fund.  This loan is also in default
and, although we are working with the lender of Enterprise
Technology Center towards a loan restructure, discounted note sale
or discounted payoff, we believe that the likelihood of any
recovery of funds is remote.  We currently intend to dispose of
our remaining property interest and pay distributions to our
investors from available funds, if any."

A copy of the Investor Letter is available for free at
http://is.gd/Ok2BHc

                          About NNN 2003

Santa Ana, Calif.-based NNN 2003 Value Fund, LLC, was formed as a
Delaware limited liability company on June 19, 2003.  The Company
was organized to acquire, own, operate and subsequently sell its
ownership interests in a number of unspecified properties believed
to have higher than average potential for capital appreciation, or
value-added properties.  Grubb & Ellis Realty Investors, LLC,
serves as the Fund's manager, pursuant to the terms of an
operating agreement.

The Company reported a consolidated net loss of $493,000 on
$6.85 million of rental revenue of operations held for non-sale
disposition for the year ended Dec. 31, 2010, compared with a
consolidated net loss of $9.09 million on $6.95 million of rental
revenue of operations held for non-sale disposition during the
prior year.

The Company's balance sheet at Dec. 31, 2010, showed
$32.68 million in total assets, $44.75 million in total
liabilities, and a $12.07 million total deficit.

Ernst & Young LLP, in its March 18, 2011 report accompanying the
Form 10-K report, noted that the Company has incurred recurring
losses and has a working capital deficiency.  In addition, the
Company has not complied with certain covenants of loan agreements
and does not have sufficient cash flow to repay mortgage loans
that are past due and in default.  These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.


NO FEAR: To Spend $220T of DIP Loan for Racing Brand
----------------------------------------------------
Katy Stech, writing for Dow Jones' Daily Bankruptcy Review,
reports that executives of No Fear Retail Stores Inc. got court
permission to spend $220,000 of its bankruptcy loan toward No Fear
MX, the company's edgy racing brand of protective sports
equipment.  The portion of the $3.5 million loan will buy
inventory for the line.

The brand has sponsored racing athletes like King of Supercross
Jeremy McGrath, X Games champion Travis Pastrana and NASCAR
convert Ricky Carmichael.

According to DBR, company officials say they've worked hard to
steer the brand away from the overcrowded teenage marketplace in
which brands like Pacific Sunwear and Quiksilver compete.

Outside of founders Mark and Brian Simo, No Fear's largest equity
holder is Don Emler of the Flying Machine Factory, or FMF,
motocross brand, who has about 6% ownership in the company, DBR
notes, citing court documents.

                       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.


NORTEL NETWORKS: Has OK to Sell IP Addresses to Microsoft
---------------------------------------------------------
Peg Brickley, writing for Dow Jones' Daily Bankruptcy Review,
reports that Nortel Networks Corp. won court approval Tuesday to
sell 666,624 IP addresses of an increasingly scarce vintage to
Microsoft Corp. for $7.5 million.

DBR notes the IP addresses being sold are among the last of the
IPv4 addresses, created in 1981 and now almost completely used up.
The strings of numbers identify particular devices -- computers,
Web-enabled phones and other gadgets -- hooked to the Internet.  A
new batch of addresses is already being handed out, the IPv6
standard, which promises an unlimited supply for the future.

DBR notes the American Registry for Internet Numbers, one of five
registries worldwide that maintains the database of Web
identifiers, raised some questions about Nortel's planned sale,
but resolved them in talks with Microsoft, Nortel attorneys told
Judge Kevin Gross at a hearing in the U.S. Bankruptcy Court.

                       About Nortel Networks

Nortel Networks (OTC BB: NRTLQ) -- http://www.nortel.com/-- was
once North America's largest communications equipment provider.
It has sold most of the businesses while in bankruptcy.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young was appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.

The Monitor sought recognition of the CCAA Proceedings in the
U.S. by filing a bankruptcy petition under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10164).  Mary Caloway,
Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney
PC, in Wilmington, Delaware, serves as the Chapter 15 petitioner's
counsel.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions (Bankr. D. Del. Case No. 09-10138) on Jan. 14, 2009.
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.  Fred S. Hodara, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, in New York, and
Christopher M. Samis, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware, represent the Official Committee of
Unsecured Creditors.

Certain of Nortel's European subsidiaries also made consequential
filings for creditor protection.  On May 28, 2009, at the request
of the Administrators, the Commercial Court of Versailles, France
ordered the commencement of secondary proceedings in respect of
Nortel Networks S.A.  On June 8, 2009, Nortel Networks UK Limited
filed petitions in this Court for recognition of the English
Proceedings as foreign main proceedings under chapter 15 of the
Bankruptcy Code.

Nortel Networks divested off key assets while in Chapter 11.
In March 2009, the U.S. Bankruptcy Court entered an order
approving the sale of the Layer 4-7 assets to Radware Ltd. as the
successful bidder at auction.  In July 2009, Nortel sold its CDMA
and LTE-related assets to Telefonaktiebolaget LM Ericsson (Publ).
In September 2009, the Court Nortel sold its Enterprise Solutions
business to Avaya Inc.  In October 2009, the Court approved the
sale of assets associated with Nortel's Next Generation Packet
Core network components to Hitachi, Ltd.  On Dec. 2, 2009, the
Court approved the sale of assets associated with Nortel's
GSM/GSM-R business to Telefonaktiebolaget LM Ericsson (Publ) and
Kapsch Carriercom AG.  In December 2009, the Debtors sold their
Metro Ethernet Networks business to Ciena Corporation.  In March
2010, Nortel sold its Carrier Voice Over IP and Application
Solutions business to GENBAND Inc.  In September 2010, Nortel sold
its Multi-Service Switch business to Ericsson.

Nortel Networks filed a proposed plan of liquidation in the
U.S. Bankruptcy Court.  The Plan generally provides for full
payment on secured claims with other distributions going in
accordance with the priorities in bankruptcy law.


PETROFLOW ENERGY: Has Deal to Sell to Equal Energy for $93.5-Mil.
-----------------------------------------------------------------
Equal Energy Ltd. has entered into a purchase and sale agreement
with Petroflow Energy Ltd. and its subsidiaries, North American
Petroleum Corporation USA ("NAPCUS") and Prize Petroleum LLC and a
settlement agreement with Petroflow, Compass Bank and Texas
Capital Bank, N.A. pursuant to which the Company will acquire
Petroflow's interests in assets developed pursuant to the now
terminated farmout agreement between the Company and NAPCUS, and
concomitantly settle all outstanding legal matters and other
claims between the Company and Petroflow, Compass and Texas
Capital.

Pursuant to the agreements the company will acquire Petroflow's
interests in assets developed pursuant to the now terminated farm-
out agreement between the company and NAPCUS, and concomitantly
settle all outstanding legal matters and other claims between the
company and Petroflow, Compass and Texas Capital.  The Agreements
are subject to the approval of the U.S. Bankruptcy Court in
Delaware and a hearing requesting such approval is expected to
occur on May 17, 2011.

"We are very pleased to have come to agreement with the parties
involved in the Petroflow bankruptcy process through the
negotiation of this acquisition and settlement. The acquisition is
beneficial for our shareholders and removes a significant
distraction for the Equal management team," said Don Klapko,
president and CEO of Equal.

Pursuant to the purchase and sale agreement, Equal will acquire
Petroflow's interests in the Oklahoma Hunton play which were
developed under the farm-out for consideration of $93.5 million.
Equal and Petroflow will equalize, on a 50/50 basis, the interests
in zones above the Hunton in sections of land that were earned
during the farm-out, and Petroflow will operate a development
program over these up hole assets.

Equal expects to fund the acquisition through proceeds from its
previously announced offering of common shares and its available
credit facilities. In addition, Equal will receive from Petroflow
$5.8 million in outstanding pre-petition joint interest billings
and expects future recovery of $1.4 million of production tax
rebates.

Under the terms of the agreements, all outstanding legal matters
related to the capital recovery agreement and salt water disposal
disputes, as well as a dispute related to lien priority scheduled
for a future trial will be settled and resolved. As a result of
the agreements, Equal will record a reversal in the amount of $9.8
million related to a ruling of the bankruptcy court related to the
outstanding legal matters.

                       About Equal Energy

Equal Energy Limited is an exploration and production oil and gas
company based in Calgary, Alberta, Canada with its United States
operations office located in Oklahoma City, Oklahoma.  Equal's
shares and debentures are listed on the Toronto Stock Exchange
under the symbols (EQU, EQU.DB, EQU.DB.A, EQU.DB.B) and Equal's
shares are listed on the New York Stock Exchange under the symbol
(EQU).  The portfolio of oil and gas properties is geographically
diversified with producing properties located in Alberta, British
Columbia, Saskatchewan and Oklahoma.  Production is comprised of
approximately 55 percent crude oil and natural gas liquids and 45
percent natural gas.  Equal has compiled a multi-year drilling
inventory for its properties including its new oil play
opportunities in the Cardium and Viking in central Alberta in
addition to its extensive inventory of drilling locations in the
Hunton liquids-rich, natural gas play in Oklahoma.

                      About Petroflow Energy

Based in Denver, Colorado, Petroflow Energy Ltd. filed for Chapter
11 bankruptcy protection on Aug. 20, 2010 (Bankr. D. Del. Case No.
10-12608).  Domenic E. Pacitti, Esq., at Klehr Harrison Harvey
Branzburg LLP, represents the Debtor as its Delaware counsel.
Kirkland & Ellis LLP serves as bankruptcy counsel.  Kinetic
Advisors LLC serves as restructuring advisor.  Epiq Bankruptcy
Solutions serves as claims and notice agent.  The Debtor estimated
both assets and debts of between $100 million and $500 million

Petroflow sought recognition of the U.S. chapter 11 proceedings
from the Alberta Court of Queen's Bench under the Companies'
Creditors Arrangement Act in Canada, and had its chapter 11 case
jointly administered with those of its two chapter 11 debtor
affiliates under the caption "In re North American Petroleum
Corporation USA, Case # 10-11707 (CSS)."

Petroflow Energy is the parent of Denver, Colorado-based North
American Petroleum Corp. USA and Prize Petroleum Corp.  North
American Petroleum and Prize Petroleum filed for Chapter 11
bankruptcy protection on May 25, 2010 (Bankr. D. Del. Case Nos.
10-11707 and 10-11708).  North American estimated its assets and
debts at $100 million to $500 million as of the Petition Date.


PJ FINANCE: Committee Proposes Carl Marks as Financial Advisers
---------------------------------------------------------------
Dow Jones' DBR Small Cap reports that PJ Finance Co.'s official
committee of unsecured creditors has requested to hire Carl Marks
Advisory Group as financial advisers.  They filed on March 30 with
the U.S. Bankruptcy Court in Wilmington, the report relates.

                        About PJ Finance

Chicago, Illinois-based PJ Finance Company, LLC, owns apartment
communities in the states of Arizona, Florida, Georgia, Tennessee
and Texas.  PJ Finance owns or holds ownership interests in 32
apartment communities that collectively have more than 9,500
rentable units.  It has 20 apartment locations in Texas, and the
remaining 12 in Arizona, Florida, Georgia and Tennessee.  The day-
to-day operations of the portfolio are managed by a third party,
WestCorp Management Group One, Inc.

PJ Finance and various affiliates filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 11-10688).  Michelle E.
Marino, Esq., and Stuart M. Brown, Esq., at DLA Piper LLP (US), in
Wilmington, Delaware, serve as bankruptcy counsel.  Kurtzman
Carson Consultants, LLC, is the Debtors' claims and notice agent.
An official committee of unsecured creditors has been named in the
case.  Christopher A. Jarvinen, Esq., and Mark T. Power, Esq., at
Hahn & Hessen LLP, represent the committee as lead counsel.
Richard Scott Cobb, Esq., and William E. Chipman, Jr., Esq., at
Landis Rath & Cobb, in Wilmington, Del., serve as the committee's
local counsel.

The Debtors estimated total assets of at least $275 million
(estimated value of portfolio securing loan to Bank of America)
and total debts of at least $479 million ($475 million owed to
BofA, $4.4 million trade debt).

PJ Finance said it has a commitment for Gaia Real Estate
Investments LLC to invest $42 million and serve as the foundation
for a reorganization plan.


PRINTCRAFTERS GROUP: Goes Into Receivership, Cuts 125 Jobs
----------------------------------------------------------
The Winnipeg Free Press reports that Printcrafters Group of
Companies was placed in receivership, cutting 125 jobs in the
process.  The report relates that Printcrafters owes the Royal
Bank of Canada close to $4.5 million, plus about $2 million to
Xerox, $1.2 million to CIT Financial and more than $2 million to
unsecured creditors, including the Receiver General of Canada.

According to the report, employees at its Hutchings Street
production plant said business has been tailing off over the past
couple of years.

In documents that are on the public record, the court-appointed
receivers, Ernst & Young, made it clear "the receiver does not
anticipate that there will be any funds available for distribution
to unsecured creditors," the report discloses.

The Winnipeg Free Press notes that a skeleton crew was on site at
the Hutchings plant on April 25, but employees said the last of
the printer's jobs will be finished early this week and there will
be no new work acquired.  The report relates that the only
Printcrafters' positions left will be those helping the receiver
dispose of equipment.

The report says that operations at Dave's Quick Print shut down
earlier this month.

At the beginning of the year, Naylor Publications closed its
Winnipeg production shop, eliminating 80 positions, Winnipeg Free
Press adds.

Printcrafters Group of Companies is a Winnipeg printing shop.


RADIOSHACK CORP: Fitch Rates New Senior Unsecured Notes 'BB'
------------------------------------------------------------
Fitch rates RadioShack Corporation's (RadioShack) new $300 million
senior unsecured notes due 2019 'BB'. The use of proceeds will be
for general corporate purposes, including share repurchases.

The rating reflects RadioShack's improving sales performance,
positive free cash flow and strong liquidity.  This is balanced by
the company's uneven growth trends, vulnerability to changing
consumer habits such as the increase in online shopping, operating
margin pressures due to the lower-gross margin nature of the
mobility platform, and the company's shareholder-friendly stance.

RadioShack's company-operated stores segment's revenue growth of
4.6% and 2.1% in 2010 and the first quarter of 2011, respectively,
was driven by the growth in the mobility platform, which accounted
for 46% of 2010 total revenues.  The mobility platform grew 36%
and 11% in 2010 and the first quarter of 2011, respectively, and
is expected to be the company's key growth driver going forward.
This offset 2010 revenue declines of 12.5% and 13.3% in the
signature and consumer products platforms, respectively. Fitch
expects RadioShack's total revenues to increase 2%-3% in 2011
based on assumptions of low single-digit positive same store sales
and modest square footage growth (mainly kiosks in Target stores).

Despite top line growth, a change in the sales mix towards certain
lower-margin mobile devices and the underperformance of the T-
Mobile postpaid business caused EBITDA to decrease 6.3% to $435
million for the latest twelve months ending March 31, 2011 versus
the year ago period.  Pro forma for the notes issuance, Fitch
expects leverage to be in the low 4 times (x) range over the next
12-24 months versus 4.0x in 2010 and EBITDAR coverage of interest
and rents to remain flat at 2.2x over the same period.  This
incorporates Fitch's assumption of low single digit top line
growth and further operating margin contraction given the
anticipated growth of the mobility platform.

RadioShack has a strong liquidity position that is supported by
cash of $326 million and availability of $417 million under its
$450 million ABL facility at March 31, 2011.  The company
generated free cash flow of approximately $50 million in 2010
after capital expenditures of $80 million and dividends of $26.5
million and is expected to generate free cash flow of
approximately $40 million in 2011 after capital expenditures of
$100 million and dividends of around $30 million.  Upcoming debt
maturities include $375 million of convertible notes due 2013,
which will likely be refinanced.  Fitch believes the company has
adequate liquidity to meet upcoming capital and debt service
requirements, including the completion of the remaining
approximately $100 million in the share repurchase authorization.

Longer-term, RadioShack's revenue and earnings growth prospects
remain a concern.  The company has to turn around declining sales
in the signature and consumer electronics platforms and manage an
expected decline in gross margin.  In the event of an unexpected
weakening in operating performance or free cash flow, the
company's ratings could be pressured.  In addition, Fitch
anticipates competition in the consumer electronics industry will
remain intense given the expanded offerings at national big-box
retailers and discounters and the increasing presence of online
retailers.  However, RadioShack's large store base of 4,467 U.S.
company-owned stores, 1,304 kiosks and 1,175 dealer stores as of
March 31, 2011 remains a key competitive advantage.

Fitch has these ratings on RadioShack with a Stable Outlook:

   -- IDR 'BB';

   -- Senior secured asset-based credit facility 'BBB-';

   -- Senior unsecured notes 'BB'.


RADIOSHACK CORP: S&P Rates $300MM Senior UnSecured Notes 'BB'
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned Fort Worth, Texas-
based RadioShack Corp.'s proposed $300 million senior unsecured
notes due 2019 its 'BB' issue-level rating.  "We also assigned
this debt a recovery rating of '4', indicating our expectation of
average (30%-50%) recovery for noteholders in the event of a
payment default.  According to the company, it intends to use the
proceeds from the notes offering for general corporate purposes,
including repurchase of its common stock," S&P related.

S&P noted, "In addition, we affirmed our 'BB' corporate credit
rating on RadioShack.  The rating outlook is stable."

"The 'BB' corporate credit rating reflects our expectation that
RadioShack will be able to maintain performance despite weak
economic conditions and some pressure on margins as the change in
the assortment to lower-margin products continues in 2011," said
Standard & Poor's credit analyst Jayne Ross.  "We expect sales
growth to continue in the wireless segment, but remain mixed in
the company's other segments."

"In our view, the company's business risk profile is weak,
characterized by short consumer electronics product cycles, the
fiercely competitive nature of the retail consumer electronics and
mobility industry, and vulnerability to weak consumer spending.
We do note that RadioShack has been able to adapt to the changing
technology and landscape of this sector over the years.  The
company's business risk profile is partly mitigated by its
relatively moderate financial risk policy with regard to share
repurchases and dividends.  We assess the company's overall
financial risk as significant.  RadioShack has demonstrated fairly
good levels of profitability and cash flow generation, moderate
leverage, sizable cash balances, and credit protection measures
that are characteristic for the 'BB' rating over the past two
years," S&P stated.

"For the 12 months ended March 31, 2011, we estimate that
RadioShack's credit metrics were somewhat stronger than in the
prior year, reflecting the redemption of its $350 million 7.375%
note issue in early March.  Operating lease-adjusted total debt to
EBITDA was 1.8x, EBITDA coverage of interest was 5.9x, and funds
from operations to total debt was 53.6%.  We expect that adjusted
total debt to EBITDA will be about 2.5x following the completion
of the new debt issuance, with EBITDA to interest in the 6.0x area
and funds from operations to total debt in the low 40% area,"
added S&P.


RASER TECHNOLOGIES: Has Not Paid $10.3MM Under Thermo Financing
---------------------------------------------------------------
Raser Technologies, Inc., entered into definitive agreements
concerning the forbearance and modification of the Company's
agreements with Thermo No. 1 BE-01, LLC, The Prudential Insurance
Company of America, Zurich American Insurance Company and Deutsche
Bank Trust Company Americas, relating to the repayment of a
substantial portion of the debt financing for the Thermo No. 1
geothermal power plant.  The forbearance period was to terminate
March 15, 2011; provided, however, that such date is extended to
April 15, 2011 if, not later than March 15, 2011, the Company
provides the Thermo Lenders with a letter of intent with respect
to a transaction that will result in the Thermo Lenders receiving
a cash payment of up to $6.75 million.  The Company believes it
satisfied the requirement for extending the forbearance period to
April 15, 2011.

The agreements contemplated that the Company would satisfy the
Additional Payment using proceeds from the sale of all or part of
its interest in the Thermo No. 1 plant, but the Company is
permitted to satisfy the Additional Payment by using cash from
other sources, if available.  The agreements provided that if the
Additional Payment is not paid prior to March 15, 2011 or, as
extended, April 15, 2011, then the Thermo No. 1 project would be
obligated for the full payment of the original principal amount of
$9.8 million, plus accrued interest at a rate of 7.00% per annum,
currently totaling approximately $10.3 million.

As of April 21, 2011, the Company has not paid the Additional
Payment.

                     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.

The Company reported 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.

As reported by the TCR on April 21, 2011, 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.


RIVER ROAD: Court Approves Two Banks' Plan Outline
--------------------------------------------------
The Hon. Bruce W. Black of the U.S. Bankruptcy Court for the
Northern District of Illinois approved the adequacy of the third
amended disclosure statement explaining a Chapter 11 plan for
River Road Hotel Partners LLC and its debtor-affiliates filed by
the Debtors' secured lenders, Amalgamated Bank and U.S. Bank
National Association.

A hearing is set for June 16, 2011, at 11:00 a.m., to consider
confirmation of the Lenders Plan.

Under the Plan, all distributions to creditors will be made either
(i) from the proceeds of those Creditors' own collateral or (ii)
from cash contributed by the lenders to make distributions to
those creditors, plus a share of proceeds of those avoidance
actions that are transferred to a liquidating trustee.

First lien lenders have filed claims in the aggregate amount of
$162.09 million.  Under the Plan, all of the lenders' collateral
will be transferred to an entity designated and controlled by the
lenders.  The most recent appraisals obtained by the lenders for
the assets aggregate $85.95 million, implying that the lenders may
have unsecured deficiency claims totaling $52.79 million.

General unsecured claims are estimated to aggregate between
$6,155,910 and $7,238,617.  The lenders will contribute $725,000
of their cash collateral to create an estimated recovery for Class
5 creditors of approximately 10%.  In addition, creditors will
receive their pro rata share of any net proceeds of those
avoidance actions that are brought by the liquidating trustee
under the Plan.

Under the Plan, the lenders will waive any distributions on
account of their deficiency claims.  They will, however, retain
the right to vote their deficiency claims.

All equity interests and ownership interests in the Debtors will
be extinguished under the Plan, and holders of these interests
will receive no distributions.

A full-text copy of the red-lined version of the Third Amended
Chapter 11 Plan is available for free at
http://ResearchArchives.com/t/s?7580

A full-text copy of the red-lined version of the Third Amended
Disclosure Statement is available for free at
http://ResearchArchives.com/t/s?757f

                 About River Road Hotel Partners

River Road Hotel Partners, LLC, developed and manage the
InterContinental Hotel Chicago O'Hare located in Rosemont,
Illinois.  Affiliate RadLAX Gateway Hotel LLC owns the Radisson
hotel at Los Angeles International Airport.  Both are ultimately
controlled owned by Harp Group.

River Road and its affiliates filed Chapter 11 in Chicago (Bankr.
N.D. Ill. Lead Case No. 09-30029) on Aug. 17, 2009.  Based in Oak
Brook, Illinois, River Road estimated assets of as much as
$100 million and debt of as much as $500 million in its Chapter 11
petition.  River Road disclosed $0 in assets and $14,400,000 in
liabilities as of the Chapter 11 filing.  Terrence O'Brien & Co.
serves as the Debtors' appraiser, and Madigan & Getzendanner as
serves as the Debtors' special counsel.

RadLAX and its affiliates filed a separate chapter 11 petition
(Bankr. N.D. Ill. Case No 09-30047), estimating assets at
$50 million to $100 million.

David M. Neff, Esq., at Perkins Coie LLP, serves as counsel to the
River Road and RadLAX debtors.  The two cases, however, are not
jointly administered.

The Official Committee of Unsecured Creditors is represented by
Stephen T. Bobo and Ann E. Pille at Reed Smith LLP.

Adam A. Lewis, Esq., and Norman S. Rosenbaum, Esq., of Morrison
Foerster LLP of San Francisco, California; and John W. Costello,
Esq., and Mary E. Olson, Esq., of Wildman, Harrold, Allen & Dixon
LLP of Chicago, Illinois, represent Amalgamated Bank.  John
Sieger, Esq., and Andrew L. Wool, Esq., of Katten Muchin Rosenman
LLP represent U.S. Bank.


SENSATA TECHNOLOGIES: Incurs $8.93-Mil. Net Loss in March 31 Qtr.
-----------------------------------------------------------------
Sensata Technologies B.V. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $8.93 million on $444.23 million of net revenue for
the three months ended March 31, 2011, compared with net income of
$27.67 million on $377.13 million of net revenue for the same
period during the prior year.

The Company's balance sheet at March 31, 2011 showed $3.39 billion
in total assets, $2.49 billion in total liabilities, and
$895.09 million in total shareholders' equity.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://is.gd/vCdYW0

                           About Sensata

Almelo, Netherlands-based Sensata Technologies B.V. --
http://www.sensata.com/-- Sensata Technologies B.V. is a global
designer, manufacturer, and marketer of customized and highly-
engineered sensors and control products.  Sensata is a wholly-
owned subsidiary of Sensata Technologies Holding, N.V.  Its
sensors segment accounts for approximately 60% of the company's
2009 revenues, and supplies sensors and transducers to the
commercial, industrial and automotive markets.  Revenue for the
LTM period ended 9/30/10 approximated $1.5 billion.

In October 2010, Moody's Investors Service said that Sensata
Technologies' 'B2' Corporate Family Rating and positive outlook
remain unchanged following the announcement of its public holding
company, Sensata Technologies Holding N.V., that it has reached a
definitive agreement to acquire the "Automotive on Board" sensors
business of Honeywell International for $140 million in cash.

Moody's last rating action on Sensata was Aug. 26, 2010, when
the company's Corporate Family and Probability of Default ratings
were upgraded to B2 from B3 and the ratings outlook was changed to
positive.

As reported by the TCR on March 1, 2011, Standard & Poor's Ratings
Services raised the ratings on sensors and controls manufacturer
Sensata Technologies B.V., including the corporate credit rating,
to 'BB-' from 'B+'.  The outlook is stable.  "The rating actions
reflect further improvements in Sensata's credit measures and the
continuing ownership reduction of its majority owner, private
equity firm Bain Capital, which S&P believes provides further
indication that the company is likely to maintain a less-
aggressive financial policy," said Standard & Poor's credit
analyst Dan Picciotto.  "S&P believes operating trends for 2011
remain favorable and that the company has demonstrated good
profitability through the economic downturn and into the upturn."


SHERWOOD FARMS: Court Confirms Chapter 11 Liquidation Plan
----------------------------------------------------------
The Hon. Karen J. Jenneman of the U.S. Bankruptcy Court for the
Middle District of Florida confirmed the Second Amended Chapter 11
Plan of Liquidation of Sherwood Farms Inc.

According to the Disclosure Statement, the Plan provides that the
Debtors will continue to operate their existing businesses with
low operating expenses.  The Reorganized Debtors will execute new
notes, mortgages, and security agreements with Centennial Bank,
formerly known as Old Southern Bank, based, in part on adjusted
property values that reflect the reduced market value of the
lender's secured interest in its collateral.  The Debtors
contemplates paying claims and equity interests over time from
cash flow generated from its core operations along with the
reduction in cash flow demands from the new secured obligations.

Under the Plan, holders of allowed secured claims will receive
payment equal to 100% of their allowed secured claims, over time.
Holders of allowed unsecured claims will receive pro rata
distribution from the net adversary proceeds.  Equity interests in
the Debtors will remain unchanged.

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

                       About Sherwood Farms

Groveland, Florida-based Sherwood Farms, Inc., owns and operates
an orchid farm from its real property in Lake County, Florida.
The Company filed for Chapter 11 bankruptcy protection (Bankr.
M.D. Fla. Case No. 10-00578) on Jan. 15, 2010.  Mariane L. Dorris,
Esq., at Latham Shuker Eden & Beaudine LLP, in Orlando, Fla.,
assists the Debtor in its restructuring effort.  The Company
estimated its assets and debts at $10 million to $50 million.

An affiliate, Sherwood Investments Overseas Limited Incorporated,
filed a separate Chapter 11 petition on Jan. 15, 2010 (Bankr. M.D.
Fla. Case No. 10-00584).  Latham Shuker also represents the
affiliate as counsel.  At the time of the filing, the affiliate
also estimated its assets and debts at $10 million to $50 million.


SKINNY NUTRITIONAL: About 1 Million Cases of Skinny Water Sold
--------------------------------------------------------------
Skinny Nutritional Corp. announced net revenues of $6,927,108 for
the year ended Dec. 31, 2010.  This represents an increase of
$2,781,042 or 67% over revenues of $4,146,066 for the year ended
Dec. 31, 2009.  The Company sold approximately 990,000 cases of
Skinny Water(R) for the year ended Dec. 31, 2010 compared to
approximately 580,000 cases for the same period in 2009, an
increase of 71%, (1 case = twelve 16 ounce bottles).

These increases are primarily due to the introduction of Skinny
Water Sport(R), the upgrade of the Company's distribution network
in certain territories and the influence of new distributors and
new chain authorizations.  Skinny Water is now sold through 47
distributors across the United States.

During 2010, the Company obtained a significant chain
authorization, with Safeway, which has approximately 1,100 stores
in 12 states.  At Dec. 31, 2010, through the Company's account
authorizations with retailers, the Company's management believes
that Skinny products have been authorized for sale with retail
accounts which aggregate approximately 7,100 chain stores,
including convenience stores, supermarkets, drug stores and club
stores.  During the second quarter of 2011, Skinny Water will
begin to be available through a national pharmacy chain which is
expected to significantly increase our availability in markets
throughout the country.

Net loss for the year ended Dec. 31, 2010 was $6,914,269 compared
to $7,305,831 for the same period in 2009.  The 2010 net loss
included non-cash expenses of $2,379,425 attributable to stock
based compensation expense for employee options and warrants in
addition to stock issued for services.  This non-cash expense was
$3,184,097 for 2009.

"Skinny Nutritional Corp. reached almost the one million case
mile-stone in 2010 as it expanded throughout the United States,"
stated Michael Salaman, chief executive officer and chairman of
the Board.  We continue to implement our business plan of building
out a national distribution network while continuing to increase
the number of authorized chain accounts.  We introduced our sport
line and our 12 pack variety pack during 2010, both of which we
believe have been received favorably.  In 2011, we are targeting
completing our Southern California distributor network as well as
further developing our Midwest network and the Florida and
Southeast markets.  Our further goals for 2011 are to continue to
evaluate our cost of goods to seek further reductions and further
increase our gross profit margins.  In 2010 we increased our gross
profit percentage to approximately 26% from approximately 15% in
2009.  We intend to continue our efforts to control our selling,
marketing and administrative expenses as part of our overall cost
containment measures.  We are continuing our efforts to build
value around our Skinny Water brand, and today have numerous
trademarks in the healthy beverage and snack food categories."

The Skinny Water(R) lineup features eight great-tasting flavors,
including Acai Grape Blueberry (Hi-Energy), Raspberry Pomegranate
(Crave Control), Lemonade Passionfruit (Total-V), Orange Cranberry
Tangerine (Wake Up) and as part of its 'Sport' Line: Blue
Raspberry (Fit), Pink Berry Citrus (Power), Kiwi Lime (Active) and
Goji Black Cherry (Shape).  Every bottle of Skinny Water(R) has
key electrolytes, antioxidants and vitamins and has zero calories,
zero sugar, zero carbs, zero sodium and no preservatives, with all
natural colors and flavors.

                      About Skinny Nutritional

Bala Cynwyd, Pa.-based Skinny Nutritional Corp. (OTC BB: SKNY.OB)
-- http://www.SkinnyWater.com/-- has developed and is marketing a
line of enhanced waters, all branded with the name "Skinny Water"
that are marketed and distributed primarily to calorie and weight
conscious consumers.

The Company reported a net loss of $6.91 million on $6.92 million
of net revenue for the year ended Dec. 31, 2010, compared with a
net loss of $7.30 million on $4.14 million of net revenue during
the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $1.67 million
in total assets, $4.33 million in total liabilities, all current,
and a $2.66 million stockholders' deficit.

As reported by the TCR on April 25, 2011, Marcum, LLP, in Bala
Cynwyd, Pennsylvania, 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 had a working capital deficiency of $3,517,280, an
accumulated deficit of $37,827,090, stockholders' deficit of
$2,658,043 and no cash on hand.  The Company had net losses of
$6,914,269 and $7,305,831 for the years ended Dec. 31, 2010 and
2009, respectively.  Additionally, the Company is currently in
arrears under its obligation for the purchase of trademarks.
Under the agreement, the seller of the trademarks may choose to
exercise their legal rights against the Company's assets, which
includes the trademarks.


SWAY STUDIO: Seeks to Reassign Ad Contracts to Big Block
--------------------------------------------------------
Katy Stech, writing for Dow Jones' Daily Bankruptcy Review,
reports that papers filed in bankruptcy court indicate Sway Studio
sought to reassign contracts for unfinished advertising projects
to Big Block Inc.  DBR relates Sway Studio doesn't get paid for
its work until they deliver a new project, and has no money to
finish up $324,586 worth of projects it has taken on for
advertising studios.  The report relates Big Block has agreed to
hire two Sway Studio employees to finish the work.

Sway Studio in Culver City, California, creates computer-generated
enhancements for TV commercials. It filed for Chapter 11
bankruptcy (Bankr. C.D. Calif. Case No. 11-27078) on April 20,
2011.  Judge Vincent P. Zurzolo presides over the case.  Ian
Landsberg, Esq., at Landsberg & Associates APC, serves as
bankruptcy counsel.  It scheduled assets of $35,447 and debts of
$2,002,634.


TASTY BAKING: Compass Merger Offers to Buy All Common Shares
------------------------------------------------------------
A Schedule Tender offer Statement was filed by (i) Compass Merger
Sub, Inc., a wholly-owned direct subsidiary of Flowers Foods,
Inc., and (ii) Flowers Foods relating to the offer by Compass
Merger to purchase all of the outstanding shares of common stock,
par value $0.50 per share, of Tasty Baking Company, at a purchase
price of $4.00 per share net to the seller in cash, without
interest thereon and less any applicable withholding taxes, upon
the terms and subject to the conditions set forth in the Offer to
Purchase, dated April 21, 2011.

A full-text copy of the Offer to Purchase for Cash is available
for free at http://is.gd/FjbZjz

                    About Tasty Baking Company

Tasty Baking Company (NasdaqGM: TSTY) -- http://www.tastykake.com/
-- founded in 1914 and headquartered in Philadelphia, Pa., is one
of the country's leading bakers of snack cakes, pies, cookies, and
donuts. The company has manufacturing facilities in Philadelphia
and Oxford, Pa. The company offers more than 100 products under
the Tastykake brand name.

The Company reported a net loss of $45.18 million on $171.67
million of net sales for the 52 weeks ended Dec. 25, 2010,
compared with a net loss of $3.39 million on $180.56 million of
net sales for the 52 weeks ended Dec. 26, 2009.

The Company's balance sheet at Dec. 25, 2010 showed $153.84
million in total assets, $170.82 million in total liabilities and
$16.98 million in shareholders' deficit.

PricewaterhouseCoopers LLP, in Philadelphia, Pennsylvania, noted
that that the Company's cumulative losses, substantial
indebtedness that is due June 30, 2011, in addition to its current
liquidity situation, raise substantial doubt about its ability to
continue as a going concern.

                       Forbearance Agreement,
                        Going Concern Doubt

On Jan. 5, 2011, Tasty Baking obtained initial two-week waiver
agreements from several of its creditors, which waived certain
payments that were due and certain financial covenant
requirements.  The Company said it was experiencing extremely
tight liquidity due to (i) certain production difficulties during
the optimization of its new Philadelphia bakery that caused the
Company to not achieve the expected operational cash savings from
this bakery during the fourth quarter of 2010; (ii) the impact of
the recent bankruptcy filing by The Great Atlantic & Pacific Tea
Company, Inc.; and (iii) a sharp rise in commodity costs.

At the conclusion of the two-week waiver period, on Jan. 14, 2011,
the Company entered into arrangements with certain creditors,
including: (i) a Seventh Amendment to the Company's Bank Credit
Facility; (ii) a Forbearance and Amendment Agreement with the
PIDC Local Development Corporation, which also included a new
$2 million loan from PIDC; (iii) a letter agreement with the
Machinery and Equipment Fund of the Department of Community and
Economic Development of the Commonwealth of Pennsylvania, along
with a new $1 million loan from MELF; and (iv) a letter agreement
with the Company's landlords at the Philadelphia Navy Yard for its
bakery and offices.  Also on Jan. 14, 2011, the Company issued
$3.5 million of unsecured 12% promissory notes due Dec. 31, 2011
to a group of accredited investors.

The Creditor Amendments generally permit the Company to delay
certain payments to PIDC, MELF and Liberty Property until June 30,
2011.  The Creditor Amendments also generally provide that the
creditor will waive certain specified defaults, but not any other
defaults that may occur in the future that are not specifically
waived in the Creditor Amendments.  In addition, the Bank
Amendment, among other things, (i) changed the maturity date of
the Bank Credit Facility to June 30, 2011; (ii) reduced the letter
of credit limit to the aggregate amount of letters of credit
currently outstanding, while not permitting the Company to issue
new letters of credit or extend outstanding letters of credit; and
(iii) set new financial covenants, a breach of which could cause a
default to occur prior to June 30, 2011.  The Bank Amendment also
required that the Company engage in a process -- pursuant to an
agreed upon timeline with milestones -- to consummate a sale of
the Company before June 30, 2011 in an amount sufficient to pay
all obligations of the Company under the Bank Credit Facility and
all transaction costs.

The Company has delayed the filing of its 2010 annual report on
Form 10-K.  The Company anticipates that the Form 10-K for fiscal
year ended Dec. 25, 2010, will include an explanatory paragraph
from the Company's independent registered public accounting firm
expressing substantial doubt about the Company's ability to
continue as a going concern.


TP INC: Court Rejects Dismissal Motions, Okays Ch. 11 Trustee
-------------------------------------------------------------
Bankruptcy Judge Stephani W. Humrickhouse denied separate requests
by Bank of America and the bankruptcy administrator to dismiss, or
in the alternative, convert the chapter 11 case of TP Inc. to one
under Chapter 7 of the Bankruptcy Code.  The Court instead granted
BofA's request for appointment of a chapter 11 trustee. The Court
also allowed BofA's motion for an order authorizing disbursement
of funds, though the Court directed a different disposition of
those funds.

BofA sought an order directing the disbursement of certain funds
from the account of the Debtor's former counsel.

BofA holds a promissory note secured by deeds of trust on numerous
parcels of the Debtor's real property in Pender and Onslow
counties.  In June 2009, BofA initiated foreclosure proceedings on
the Property after the Debtor defaulted under the note, owing over
$16 million in principal as well as for protective advances for
property taxes, insurance, and certain legal expenses, and
interest at the rate of 20% per annum since July 7, 2009.  At that
time, BofA also filed an action in Pender County Superior Court
against the Debtor, the Debtor's principal, Ronald Bryant, Mr.
Bryant's wife (both were guarantors of the debt), and another
company affiliated with the Debtor.

Following the bankruptcy filing, the state action remains pending
against the Debtor.  In October 2010, BofA obtained a judgment
against Mr. and Mrs. Bryant, as guarantors, in an amount in excess
of $27 million.  The Debtor argues that the judgment was obtained
in an amount and under circumstances that indicate culpable
conduct by others, and that its debt to BofA also was generated
through this conduct.

BofA argues that in the course of the case the Debtor has proposed
but failed to confirm two plans and failed to adhere to the terms
of a consent order between the Debtor and the bank.  That order,
entered on Feb. 17, 2011, lifted the automatic stay to permit BofA
to complete state court foreclosure proceedings and directed the
Debtor's former counsel, David Haidt, to disburse to BofA the cash
collateral he had been holding in his attorney trust account.
BofA states that Mr. Bryant directed Mr. Haidt to refuse to
disburse the funds.  Mr. Haidt has withdrawn from the case.

The bankruptcy administrator filed a motion to convert the case on
grounds that the Debtor failed to pay its quarterly fees and does
not have funds with which to do so, and also has not filed its
monthly reports.  The bankruptcy administrator sought conversion
of the case to one under chapter 7 or, in the alternative,
dismissal for cause.

A copy of the Court's April 21, 2011 Memorandum Opinion is
available at http://is.gd/AtBYq6from Leagle.com.

                          About TP, Inc.

Boone, North Carolina-based TP, Inc., is in the business of
property development and currently owns a various tracts of real
estate in and around North Topsail, Topsail Beach, and Surf City,
North Carolina.  The Company filed for Chapter 11 protection on
March 1, 2010 (Bankr. E.D. N.C. Case No. 10-01594).  David J.
Haidt, Esq., at Ayers, Haidt & Trabucco, P.A., represented the
Debtor but later withdrew from the case.  In its schedules, the
Debtor disclosed $13,156,424 in assets and $4,129,049 in
liabilities.


TRI-STAR TOOL: Goes Into Receivership, Taps Dizard as Receiver
--------------------------------------------------------------
Rick Romell at the Journal Sentinel reports that Tri-Star Tool &
Machine Inc. has gone into receivership.  The report relates that
the firm filed for the bankruptcy-like proceeding last week in
Waukesha County Circuit Court. Attorney Seth E. Dizard, who has
been appointed receiver, will oversee Tri-Star's business and has
been given approval to try to sell the company and its 20,000-
square-foot plant in the Sussex Corporate Center.

Creditors would get the proceeds, according to the report.

Journal Sentinel relates that a related company, Venture Capital
Investments LLC, which owns Tri-Star's factory and the surrounding
land, also filed for receivership.  The report says that the same
people own and manage both firms, and their business affairs are
intertwined, Mr. Dizard said in a court document.

Another document lists Fischer as an owner of Venture Capital
Investments, along with Craig R. Baker, the report notes.

Journal Sentinel says that the two companies' combined debts of
$2.2 million exceed their assets by $269,000 and possibly more,
documents indicate.  The report relates that the unknown elements
are the market value of Venture Capital's real estate -- which is
assessed at $1.1 million -- and Tri-Star's equipment.

The firm's books value the equipment at $788,000, but it won't
bring that much in a sale, Mr. Dizard said in a document obtained
by the news agency.

Tri-Star's largest creditor is Ridgestone Bank, which is owed $1.1
million and holds a secured interest in the company's assets, the
report adds.

Headquartered in Sussex, Tri-Star Tool & Machine Inc. is a builder
of metalworking dies.  Tri-Star was incorporated in 1996.  Its
factory in Sussex was built in 1999. B esides making dies, Tri-
Star builds prototypes, does contract machining and fabricates
castings, hydraulics and pneumatics, according to its website.


TRIBUNE CO: Shareholders Have Green Light to Sue Over LBO
---------------------------------------------------------
Eric Morath, writing for Dow Jones Newswires and Mike Spector,
writing for The Wall Street Journal, report that Tribune Co.
bondholders were cleared to sue former shareholders in state
courts in an attempt to claw back more than $8 billion the old
investors received in Tribune's 2007 leveraged buyout.

The report says possible targets of the suits include hedge-fund
Stark Investments and former Tribune patriarch Col. Robert
McCormick's massive charitable foundation, among the company's
large shareholders at the time of the buyout.

According to the report, people familiar with the matter have said
Stark has begun setting aside money in anticipation of a
settlement or judgment in pending litigation.

The report recounts the bondholders argue the deal to take Tribune
private amounted to a fraud that should never have happened,
loading Tribune with debt of around $13 billion that caused the
company to tumble into bankruptcy protection, leaving bondholders
to suffer the consequences.  The bondholders include hedge-fund
Aurelius Capital Management LP.

According to the report, U.S. Bankruptcy Judge Kevin J. Carey
Monday signed off on an order that allows the bondholders to
pursue such lawsuits outside of bankruptcy court.

Tribune's official committee of unsecured creditors has also filed
a similar lawsuit in the Delaware bankruptcy court.

The report relates representatives from Stark and the Robert R.
McCormick Foundation did not immediately return calls seeking
comment Tuesday.

                        About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. And Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.  Chadbourne & Parke LLP
and Landis Rath LLP serve as co-counsel to the Official Committee
of Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRIBUNE CO: Ex-Officers' Claims Deemed Timely Filed
---------------------------------------------------
Former officers of Tribune Co. sought and obtained orders from the
Bankruptcy Court to deem timely each of their claims in connection
with these lawsuits:

  Officer                         Caption of Lawsuit
  -------                         ------------------
Tom E. Ehlmann                  Official Committee of Unsecured
                                Creditors of Tribune Co. v. Tom
                                E. Ehlmann

Peter A. Knapp                  Official Committee of Unsecured
                                Creditors of Tribune Co. v.
                                Peter A. Knapp

John Birmingham                 Official Committee of Unsecured
                                Creditors of Tribune Co. v. John
                                Birmingham

Mark W. Hianik                  Official Committee of Unsecured
                                Creditors v. Dennis J.
                                FitzSimons, et al., and the
                                Official Committee of Unsecured
                                Creditors of Tribune Co. v. Mark
                                W. Hianik

In the lawsuits, the Creditors' Committee seeks these amounts
from the Former Officers:

  Officer                          Amount Sought
  -------                          -------------
Mr. Ehlmann                           $1,009,905
Mr. Hianik                               809,019
Mr. Knapp                                389,486
Mr. Birmingham                           217,150

Each Former Officer sought indemnification from the Debtors for
any judgment against him in the Lawsuits as well as for the costs
he incurs in defending the lawsuit.

The Former Officers' requests were approved despite objections of
the Official Committee of Unsecured Creditors.

The Committee insisted that the failure of Tom E. Ehlmann, John
Birmingham, Mark W. Hianik, and Peter A Knapp to timely file
indemnification claims based on their failure to anticipate
litigation does not, as the Former Officers argued, constitute
excusable neglect.

Counsel to the Former Officers, Mark E. Felger, Esq., at Cozen
O'Connor, in Wilmington, Delaware, responded that the Creditors'
Committee offers no reason or evidence to support its position
that the Adversary Proceedings were so mechanical and inevitable
that the Former Officers should lose their claims for failing to
have foreseen these lawsuits.

                        About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. And Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.  Chadbourne & Parke LLP
and Landis Rath LLP serve as co-counsel to the Official Committee
of Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRIBUNE CO: Creditors Committee Proposes SVG as Special Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors for Tribune seeks
the Bankruptcy Court's authority to retain Seitz Van Ogtrop &
Green, P.A., as special conflicts counsel, nunc pro tunc to April
21, 2011.

SVG will provide to the Committee services in connection with the
leveraged buy-out lender complaint, solely with respect to
matters involving the Goldman Sachs & Co. affiliates.

SVG will be paid its current hourly rates:

     Partners and Counsel            $300-$490
     Associates                      $200-$250
     Paraprofessionals               $100-$125

SVG will also be reimbursed for any necessary out-of-pocket
expenses it incurs.

James S. Green, Esq., at Seitz Van Ogtrop & Green, P.A., assures
the Court that his firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors, their estates, and
their creditors.

                        About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. And Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.  Chadbourne & Parke LLP
and Landis Rath LLP serve as co-counsel to the Official Committee
of Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


UNITED CONTINENTAL: NMB Election for IAM-Represented FA
-------------------------------------------------------
The National Mediation Board (NMB) authorized a representation
election that could establish the International Association of
Machinists and Aerospace Workers (IAM) as the sole collective
bargaining representative for 24,605 Flight Attendants at the
recently merged United-Continental Airlines.  Election dates will
be set later this week, according to the NMB.

With strong support from Flight Attendants at both carriers, and a
recently ratified contract for IAM-represented Flight Attendants
at Continental, the IAM is favored to prevail in the election,
which was mandated following last year's merger of United and
Continental Airlines.

"This election is all about giving Flight Attendants the
opportunity to negotiate a contract that respects their
professionalism and restores sacrifices made when their carriers
were struggling," said IAM Transportation Vice President Robert
Roach, Jr.  "There is no excuse for Flight Attendants at the
former United to remain tethered to a bankruptcy-brokered contract
that continues to exploit them while their carrier posts record
profits."

The NMB election will be conducted under the agency's new voting
guidelines, which determine the outcome by a simple majority of
ballots cast.  The IAM was an aggressive advocate for the new
voting rules, arguing against the former practice of assigning a
"NO" vote to any voter who did not cast a ballot.

"Democracy in the workplace should begin at the ballot box and
extend to every level of representation," said Roach.  "Contract
negotiations should be highly transparent and include
participation from all elements of the bargaining unit.  This is
especially important in a classification as diverse and unique as
Flight Attendants."

The IAM represents Continental and Continental Micronesia's Flight
Attendants, while United's Flight Attendants are currently
represented by another union.  The IAM is the largest airline
union in North America.

                      About United Continental

United Continental Holdings, Inc. (NYSE: UAL) --
http://www.UnitedContinentalHoldings.com/, http://www.united.com/
and http://www.continental.com/-- is the holding company for both
United Airlines and Continental Airlines.  Together with United
Express, Continental Express and Continental Connection, these
airlines operate a total of approximately 5,800 flights a day to
371 airports throughout the Americas, Europe and Asia from their
hubs in Chicago, Cleveland, Denver, Guam, Houston, Los Angeles,
New York, San Francisco, Tokyo and Washington, D.C.  United and
Continental are members of Star Alliance, which offers more than
21,200 daily flights to 1,172 airports in 181 countries worldwide
through its 28 member airlines.  United's and Continental's more
than 80,000 employees reside in every U.S. state and in many
countries around the world.

United Continental carries 'B2' corporate family and probability
of default ratings, with stable outlook, from Moody's, 'B' issuer
credit ratings, with stable outlook, from Standard & Poor's, and
'B-' issuer default rating from Fitch.

UAL Corp filed for Chapter 11 protection on Dec. 9, 2002 (Bankr.
N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen, Esq., Marc
Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba,
Esq., at Kirkland & Ellis, represented the Debtors in their
restructuring efforts.  Fruman Jacobson, Esq., at Sonnenschein
Nath & Rosenthal LLP represented the Official Committee of
Unsecured Creditors.  Judge Eugene R. Wedoff confirmed a
reorganization plan for United on Jan. 20, 2006.  The Company
emerged from bankruptcy on Feb. 1, 2006.

At Sept. 30, 2010, United Continental had $20.055 billion in total
assets against total current liabilities of $8.256 billion, long-
term debt of $6.025 billion, long-term obligations under capital
leases of $906 million, other liabilities and deferred credits of
$7.074 billion, and a stockholders' deficit of $2.206 billion.


UNITED GILSONITE: Can Access $1.5 Million DIP Loan From PNC Bank
----------------------------------------------------------------
The Hon. Robert N. Opel, II, of the U.S. Bankruptcy Court for the
Middle District of Pennsylvania authorized United Gilsonite
Laboratories to obtain, on an interim basis, $1.5 million of
$8.2 million in debtor-in-possession financing from PNC Bank
National Association.

The money will be used in part for ongoing working capital and
letter of credit needs of Debtor, to pay legal fees and expenses
related to and during the Bankruptcy Case, and to pay fees and
expenses related to the financing transactions contemplated
hereunder.

A final hearing is set for May 5, 2011, at 1:00 p.m., at 197 South
Main Street, Courtroom 2, Max Rosenn US, to consider final
approval of the Debtor's request.

On June 12, 2007, Debtor entered into a Visa Purchasing Card
Agreement with PNC Bank, National Association which provided
Debtor and its employees with credit cards for business purchases
with a maximum credit limit of $200,000.  On the Petition Date,
the outstanding balance under the PCard Facility was approximately
$953.23 and total obligations incurred and payments made under the
PCard Facility in the 90 days preceding the Petition were
approximately $4,643 and the average daily balance for the one
hundred days before the Petition Date was approximately $1,200.

                      Terms of the DIP Loan

Revolving Credit  Revolving credit facility in an amount up to
Facility:         $8,200,000, which amount may be increased with
                   the consent of Lender and the Court.  Advances
                   as follows, with criteria of eligibility as
                   determined by PNC Bank:

                   -- Up to 85% of eligible domestic accounts
                      receivable, aged up to 90 days from invoice
                      date, and cross aged on the basis of 50% or
                      more past due; plus

                   -- Up to 50% of eligible FIFO based raw and
                      finished goods inventory, but not to exceed
                      85% of the appraised net recovery value of
                      said inventory.

                   Sublimits:

                       i) Up to $3,000,000 available for Letters
                          of Credit, with any issuance fully
                          reserved from availability.

                      ii) Up to $200,000 PCard Facility to be used
                          by employees for Debtor related expenses

                   The Revolving Credit Facility and the PCard
                   Facility are available for borrowing and re-
                   borrowing until maturity, subject to borrowing
                   base and the terms of the PCard Agreement as
                   applicable.  To the extent there are no
                   borrowings under the DIP Credit Agreement or
                   the PCard Facility and the Debtor has Cash
                   Collateral in the operating account, the
                   Interim Order will authorize the Debtor's use
                   of Cash Collateral in accordance with the
                   Budget.

Maturity/         The earlier of (a) two years from the
Termination:      closing date, (b) the conversion of the
                   Bankruptcy Case to a chapter 7 case, the filing
                   of any bid procedures or the commencement of
                   any sale or liquidation of any material portion
                   of Debtor's assets under section 363 of the
                   Bankruptcy Code or otherwise or a dismissal of
                   the Bankruptcy Case, (c) acceleration upon the
                   occurrence of an event of default under the DIP
                   Credit Agreement or (d) substantial
                   consummation or effective date of a plan of
                   reorganization of Debtor.

Interest:         Revolving Credit Facility: PNC Base Rate,
                   floating plus 1.5%, or 30, 60 or 90 day PNC
                   Eurodollar Rate plus 3%.  DIP Credit Agreement,
                   the "Base Rate" shall mean, for any day, a
                   fluctuating per annum rate of interest equal to
                   the highest of (i) the interest rate per annum
                   announced from time to time by PNC at its
                   principal office as its then prime rate, which
                   rate may not be the lowest rate then being
                   charged commercial Debtors by PNC, (ii) the
                   Federal Funds Open Rate plus one-half of one
                   percent (.50%) and (iii) the Daily LIBOR Rate
                   plus one percent (1.00%).

Priority:         All obligations of Debtor to Agent and Lenders
                   will be secured by a first priority,
                   perfected lien on all Collateral pursuant to
                   Sections 364(c) and (d) of the Bankruptcy Code.

Fees              Facility Fee equal to 0.375% per annum on the
                   unused portion  of the Revolving Credit
                   Facility.  This fee shall be calculated on the
                   basis of a 360-day year for the actual number
                   of days elapsed and will be payable quarterly
                   in arrears.

                   Closing Fee equal to 0.50% of the Total
                   Financing payable at closing.  A $35,000
                   deposit paid upon execution of a term sheet,
                   will be credited to the Closing Fee at closing.

                   Collateral Management Fee equal to $2,500 per
                   month

                   Prepayment Fee equal to 1.0% of the Total
                   Financing if prepaid before the second
                   anniversary of the Closing Date; provided that
                   the prepayment fee shall be waived in the event
                   that PNC provides replacement or exit
                   financing.

The DIP loan has a carve-out in an aggregate amount not to exceed
$350,000 for professionals.

                      About United Gilsonite

Scranton, Pennsylvania-based United Gilsonite Laboratories, a
Pennsylvania Corporation, is a small family-owned corporation
engaged in the manufacturing of wood and masonry finishing
products and paint sundries.  It filed for Chapter 11 bankruptcy
protection (Bankr. M.D. Pa. Case No. 11-02032) on March 23, 2011.
Mark B. Conlan, Esq., at Gibbons P.C., 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.


UNIVISION COMMUNICATIONS: Moody's Rates Proposed First Lien Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Univision
Communications, Inc.'s (Univision) proposed $600 million senior
secured notes due 2019.  Univision plans to utilize the net
proceeds from the note offering to redeem its $545 million senior
secured notes due 2014 (2014 notes) and fund related transaction
expenses.  Univision's B3 Corporate Family Rating (CFR), B3
Probability of Default Rating, other debt instrument ratings, SGL-
3 speculative-grade liquidity rating and stable rating outlook are
not affected.

Assignments:

   Issuer: Univision Communications, Inc.

   -- Senior Secured Regular Bond/Debenture due 2019, Assigned a
      B2, LGD3 - 40%

RATINGS RATIONALE

The refinancing improves Univision's maturity profile, reduces
refinancing risk related to its 2014 maturities (approximately
$1.1 billion upon completion of the proposed offering), and will
moderately reduce cash interest expense.  Moody's does not expect
the $55 million increase in debt as a result of funding the tender
premium on the 2014 notes to materially alter Univision's current
leverage position or the expected de-leveraging over the next few
years.  Moody's had expected in the existing B3 CFR and stable
rating outlook that Univision would refinance the 2014 notes.

The proposed notes will be guaranteed by Univision's domestic
operating subsidiaries and Broadcast Media Partners Holdings, Inc.
(Univision's parent) and will be secured by a first lien on
substantially all of the assets of Univision and its subsidiaries
that secure the company's $7.2 billion senior secured credit
facility, 2014 notes, and $750 million 7.875% senior notes due
2020 (2020 notes).  Moody's ranks the credit facility, 2014 notes,
and 2020 notes the same in its loss given default notching
methodology based on the instruments' pari passu first lien senior
secured claims.  The credit facility nevertheless contains
covenants that could improve recovery prospects relative to the
notes.

Moody's anticipates in the ratings that the 2014 notes will be
redeemed in full either through the tender offer announced on
April 25, 2011 or another transaction (the notes are callable at
106 beginning July 1, 2011).  Univision proposed amendments to the
2014 note indenture in conjunction with the tender offer that
would strip the collateral package and most of the restrictive
covenants from the notes.  As a result, the rating on the notes
would likely be downgraded to Caa2 based on a revised senior
unsecured claim if the proposed indenture changes are completed
and the notes remain outstanding.

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

Univision, headquartered in New York, is the leading Spanish-
language media company in the United States.  Revenue for FY 2010
was approximately $2.2 billion.


UNIVISION COMMUNICATIONS: Fitch Rates Senior Sec. Notes 'B+/RR3'
----------------------------------------------------------------
Fitch Ratings has assigned a 'B+/RR3' rating to Univision
Communications' (Univision) $600 million eight-year senior secured
notes offering.  Fitch currently has a 'B' Issuer Default Rating
(IDR) for Univision.  The Rating Outlook is Stable.  Fitch expects
the proceeds of the issuance will be used to fund the concurrently
announced tender for $545 million of 12.0% senior secured notes
due 2014, as well as general corporate purposes.

Although the issuance and tender will not reduce total debt or
leverage, they will lessen interest cost by approximately $10
million-$20 million (depending on final pricing).  More important,
they will extend the 2014 notes maturity by five years, and remove
the last note that comes due before all of Univision's bank debt.
Fitch estimates that there is $1.1 billion of bank debt maturing
in 2014, $308 million maturing in 2016 (including $300 million
outstanding under the A/R securitization facility), and $5.7
billion maturing in 2017).  As a result, Univision will have the
ability to focus its debt reduction efforts over the next several
years solely on the bank debt, which should provide more
flexibility to refinance it at maturity.

The notes will be guaranteed by all of the company's direct and
indirect wholly owned domestic subsidiaries which guarantee the
senior secured credit facilities and the existing senior secured
and unsecured notes.  They will be secured by a first priority
security interest on substantially all of the assets that secure
the bank debt (which, like the bank debt collateral, excludes FCC
licenses).  The notes are callable beginning 2015, there is a 35%
equity claw-back option with the proceeds of an equity offering
until 2014, and there is a 101% change of control provision.
Additionally, the proceeds of any asset sales that are not
reinvested or used to buy back secured debt must be used to repay
the notes.

Since the 2010 extension of its Program License Agreement (PLA)
with Grupo Televisa (Televisa) to 2025 from 2017, Univision has
experienced significantly improved access to capital (particularly
post 2017), and the company has taken several steps to improve its
capital structure, including extending $5.7 billion of its term
loan and $409 million of its revolving credit facility (RCF)
capacity, as well as tendering/repaying the 2015 paid-in-kind
(PIK) notes.  Fitch expects the company to delever moderately over
the next several years via EBITDA growth and modest free cash flow
generation, and that it will be well positioned to refinance its
bank debt maturities.  After the recent amend and extend
transaction, Fitch estimates that Univision now faces
approximately $1.1 billion of maturities in 2014, which the
company will likely be able to address with a combination of bond
issuance and free cash flow.  The significant maturity wall is now
in 2017, providing a much larger cushion for Univision to
strengthen its operating and credit profile.

Fitch believes that the private equity owners and the secured
lenders remain motivated to facilitate Univision's long-term
viability, as refinancing an improved operating and credit profile
will provide more value than bankruptcy/debt restructuring.
Underpinning this position is Fitch's view that the company will
be able to delever to a range of 7 times (x) to 9x total leverage,
or 5x-7x on a secured basis by the 2017 maturity.

The ratings incorporate Fitch's favorable outlook on the U.S.
Hispanic broadcasting industry, given expectations for continued
growth in size and spending power of this demographic.  Univision
benefits from a leading market position, with duopoly television
and radio stations in most of the top Hispanic markets, and a
national overlay of broadcast and cable networks.  Fitch expects
2011 revenue to be largely unchanged versus 2010, due to the
absence of largely pass-through World Cup revenue, but that EBITDA
will grow in the low/mid-teens, given modest growth in core
revenue, growth in high-margin retransmission fees, and the
positive operating leverage embedded in the broadcasting business.
Fitch's positive view extends through the intermediate term, and
as a result Univision's capital structure is expected to further
improve over the next several years.

Fitch regards current liquidity as adequate, particularly in light
of minimal near-term maturities.  Pro forma for this issuance and
tender, as well as the tender of the 2015 PIK notes with proceeds
from Televisa's investment, liquidity consisted of $201 million of
cash and $398 million available under the $463 million RCF (of
which $54 million expires in March 2014 and $409 million expires
in March 2016, with $137 million having been termed out to March
2017).  Fitch believes that amortization and cash interest expense
will be easily covered by internal cash generation.  Fitch expects
that going forward, annual free cash flow should approximate $300
million, a significant improvement from recent years. Fitch
anticipates that free cash flow will be used primarily for debt
reduction.

Fitch estimates that pro forma for all of the previously announced
transactions, Univision had total debt of $10.5 billion, which
consisted primarily of:

   -- $6.7 billion senior secured term loan facility, $1.1 billion
      of which is due September 2014 and $5.7 billion which is due
      March 2017 (including $137 million that was previously
      termed out to March 2017);

   -- $65 million outstanding under the RCF;

   -- $750 million 7.875% senior secured notes due 2020;

   -- $815 million 8.5% senior unsecured notes due 2021;

   -- $600 million of the newly issued senior secured notes due
      2019;

   -- $300 million outstanding under the A/R securitization
      facility, due March 2016;

   -- $1.125 billion 1.5% subordinated convertible debentures
      issued to Televisa, due 2025.

Fitch's existing ratings for Univision are:

   -- IDR 'B';

   -- Senior secured 'B+/RR3';

   -- Senior unsecured 'CCC/RR6'.


VANTAGE LOFTS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Vantage Lofts, LLC
        c/o Cooper Coons, Ltd.
        10655 Park Run Drive, Suite 150
        Las Vegas, NV 89144

Bankruptcy Case No.: 11-16268

Chapter 11 Petition Date: April 26, 2011

Court: U.S. Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Bruce A. Markell

Debtor's Counsel: J. Charles Coons, Esq.
                  COOPER COONS, LTD.
                  10655 Park Run Drive, Suite 150
                  Las Vegas, NV 89144

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

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

The petition was signed by Chad C. Slade, manager.

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Scripps Investments and Loans,     201 S. Gibson       $32,400,000
Inc.                               Henderson,
484 Prospect Street                Nevada 89015
La Jolla, CA 92037-4261

Slade Development                  Construction         $1,087,029
3300 Pollux Avenue                 Services/Supplies
Las Vegas, NV 89102

Slade Devlopment                   Reimbursement for      $600,408
3300 Pollux Avenue                 Development Expenses
Las Vegas, NV 89102                and Costs

The Plumber, Inc.                  Plumbing Services      $364,396
59 N. 30th Street
Las Vegas, NV 89101

Bombard Mechanical                 Construction           $319,383
3933 W. Ali Baba                   Services/Supplies
Las Vegas, NV 89118

D.A. Whitacre                      Framing                $295,074
1108 Greenfield Drive              Construction-Retention
El Cajon, CA 92021

Rebel Builders                     Construction           $257,149
9165 S. Jones Boulevard            Services/Supplies
Las Vegas, NV 89139

Nevada Gypsum Floor, Inc.          Construction           $180,754
                                   Services/Supplies

Slaton Bros. SW, LLC               Construction           $154,926
                                   Services/Supplies

Simplexgrinnell                    Construction           $136,896
                                   Services/Supplies

Nuco Plastering & Stucco, Inc.     Construction           $122,453
                                   Services/Supplies

America Nevada Corp.               Office Lease           $120,000

Clark County Treasurer             Taxes                  $108,613

Insulpro Projects                  Construction            $89,133
                                   Services/Supplies

R&J Steel                          Construction Supplies   $82,138

City of Henderson                  Building Permits        $76,146

Philadelphia Ins Co                Insurance               $75,736

GRG, Inc.                          Construction            $74,800
                                   Services/Supplies

Black Mountain Engineering, Inc.   Construction            $68,653
                                   Services

A.W. Farrel & Son, Inc.            Construction            $60,471
                                   Services


WCK, INC.: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: WCK, Inc.
          dba Four Points by Sheraton
        23790 Canyon Vista Court
        Diamond Bar, Ca 91765

Bankruptcy Case No.: 11-28047

Chapter 11 Petition Date: April 26, 2011

Court: U.S. Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Peter Carroll

Debtor's Counsel: John Eom, Esq.
                  WILSHIRE ONE LAW GROUP
                  3700 Wilshire Boulevard, Suite 700
                  Los Angeles, CA 90010
                  Tel: (213) 387-1300
                  Fax: (213) 387-2300

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

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

The list of unsecured creditors filed together with its petition
does not contain any entry.

The petition was signed by William D. Chong, president.


WORLDCOM INC: Waldinger Has $188T Unsecured Quantum Meruit Claim
----------------------------------------------------------------
District Judge Richard J. Sullivan affirmed in its entirety a
March 19, 2008 order by Bankruptcy Judge Arthur J. Gonzalez
reclassifying Waldinger Corporation's claim against WorldCom,
Inc., and its subsidiaries as unsecured.  Judge Sullivan affirmed
in part and modified in part Judge Gonzalez's Oct. 16, 2009 order
calculating Waldinger's award for quantum meruit.

The Bankruptcy Court allowed Waldinger an unsecured quantum meruit
claim of $179,548.27.  The District Court raised that figure to
$188,927.96.  The District Court held that the Bankruptcy Court
erred in its methodology in calculating Waldinger's quantum meruit
claim.

Waldinger is a construction company that provided materials and
services to WorldCom in connection with a building owned by
WorldCom in Omaha, Nebraska named the Mid-Continent Data Center.

Quantum meruit is a quasi-contract "theory of recovery based on
the equitable doctrine that one will not be allowed to profit or
enrich oneself unjustly at the expense of another," the District
Court ruling said, citing Tracy v. Tracy, 581 N.W.2d 96, 101 (Neb.
Ct. App. 1998).

The case is Worldcom, Inc., et al., Debtors-Appellees, v. The
Waldinger Corp., Creditor-Appellant, No. 09 Civ. 9623 (S.D.N.Y.).
A copy of the District Court's April 18, 2011 Opinion and Order is
available at http://is.gd/JRe7RSfrom Leagle.com.

Waldinger is represented by:

          James Bernard Cavanagh, Esq.
          LIEBEN, WHITTED, HOUGHTON, SLOWIACZEK &
          CAVANAGH, P.C., L.L.O.
          100 Scoular Building
          2027 Dodge Street
          Omaha, NE 68102
          Tel: (402) 344-4000
          Fax: (402) 344-4006

               - and -

          Bennette Deacy Kramer, Esq.
          SCHLAM STONE & DOLAN LLP
          26 Broadway
          New York, NY 10004
          Tel: 212-344-5400
          E-mail: BDK@schlamstone.com

WorldCom is represented by:

         Mark S. Carder, Esq.
         STINSON MORRISON HECKER LLP, Overland Park,
         1201 Walnut, Suite 2900
         Kansas City, MO 64106
         Tel: (816) 691-3415
         E-mail: mcarder@stinson.com

WorldCom, Inc., a Clinton, MS-based global communications company,
filed for chapter 11 protection on July 21, 2002 (Bankr. S.D.N.Y.
Case No. 02-13532).  On March 31, 2002, WorldCom listed
$103,803,000,000 in assets and $45,897,000,000 in debts.  The
Bankruptcy Court confirmed WorldCom's Plan on Oct. 31, 2003, and
on Apr. 20, 2004, the Company formally emerged from U.S. Chapter
11 protection as MCI, Inc.  On Jan. 6, 2006, MCI merged with
Verizon Communications, Inc.  MCI is now known as Verizon
Business, a unit of Verizon Communications.


W.R. GRACE: Net Income Decreases 3.7% to $54.2-Mil. in 1st Quarter
------------------------------------------------------------------
W. R. Grace & Co. (NYSE: GRA) announced its financial results for
the first quarter ended March 31, 2011.  The following are
performance measures for the first quarter:

    * Sales increased 13.1% to $695.7 million from $614.9
      million in the prior year quarter.  Sales increased 15.9%
      in the emerging regions.

    * Adjusted EBIT increased 48.8% to $95.7 million from $64.3
      million in the prior year quarter.  Adjusted EPS was $0.78
      compared with $0.50 in the prior year quarter.

    * Grace net income decreased 3.7% to $54.2 million in the
      first quarter compared with $56.3 million in the prior
      year quarter.  The prior year quarter included an income
      tax benefit of $16.5 million.  Income before income taxes
      increased 97.8% compared with the prior year quarter.
      Grace's diluted EPS was $0.72 compared with $0.76 in the
      prior year quarter.

    * Adjusted Operating Cash Flow was $20.9 million in the
      first quarter compared with $27.2 million in the prior
      year quarter.

    * Adjusted EBIT Return on Invested Capital increased to
      28.5% on a trailing four quarter basis compared with 24.0%
      in the prior year quarter.

"We had a good quarter and I am pleased with our results," said
Fred Festa, Grace's Chairman, President and Chief Executive
Officer.  "Our catalyst businesses are performing well and we are
successfully managing margins despite significant raw material
inflation.  We are executing well against our performance
objectives for sales growth, EBITDA margin expansion and return on
invested capital."

                     First Quarter Results

Sales increased 13.1% overall and 15.9% in the emerging regions
compared with the prior year quarter.  The sales increase was due
to higher sales volumes (6.5%), improved pricing (6.4%) and
favorable currency translation (0.2%).

Gross profit percentage was 36.2% compared with 34.8% in the prior
year quarter and 34.9% in the 2010 fourth quarter.  The increase
in gross profit percentage was primarily due to better operating
leverage, improved pricing, and better product mix in Grace
Davison, partially offset by higher raw material costs.  Grace
currently expects raw material cost inflation for 2011 to be
approximately $60 million, excluding rare earth inflation.  Based
on pricing and other actions, Grace expects to maintain its gross
profit percentage within its 35-37% target range.

Adjusted EBIT (see note A) was $95.7 million, an increase of 48.8%
compared with $64.3 million in the prior year quarter.  Adjusted
EBIT margin was 13.8% compared with 10.5% in the prior year
quarter.  The increase in Adjusted EBIT was primarily due to the
increase in sales volumes and improved gross profit percentage
compared with the prior year quarter.

Grace net income for the first quarter was $54.2 million, or $0.72
per diluted share, compared with $56.3 million, or $0.76 per
diluted share, in the prior year quarter.  The prior year quarter
included an income tax benefit of $16.5 million.  Income before
income taxes increased 97.8% compared with the prior year quarter.

                         Grace Davison
               Segment operating income up 34.9%

First quarter sales for the Grace Davison operating segment, which
includes specialty catalysts and materials used in a wide range of
industrial applications, were $488.1 million, an increase of 16.7%
compared with the prior year quarter.  The sales increase was due
to higher sales volumes (8.8%) and improved pricing (8.4%),
partially offset by unfavorable currency translation (0.5%).
Sales in the emerging regions increased 16.1% compared with the
prior year quarter.

Sales of this operating segment are reported by product group as
follows:

    * Refining Technologies -- sales of catalysts and chemical
      additives used by petroleum refineries were $216.8 million
      in the first quarter, an increase of 26.1% from $171.9
      million in the prior year quarter.  Sales volumes
      increased more than 10% compared with the prior year
      quarter, reflecting stronger customer demand for new and
      existing FCC catalyst products.  In response to higher
      rare earth costs, Grace has accelerated its product
      innovation efforts, and is working closely with customers
      that want to reduce the rare earth content in their
      catalysts.  During the first quarter, Grace introduced
      eight new catalyst products with improved activity, better
      metals trapping technologies, and reduced rare earth
      content.

    * Materials Technologies -- sales of engineered materials,
      coatings and sealants used in industrial and packaging
      applications were $170.7 million in the first quarter, an
      increase of 6.0% compared with the prior year quarter.
      Sales in this product group were favorably affected by
      increased customer demand for industrial and consumer
      goods across all regions.

    * Specialty Technologies -- sales of highly specialized
      catalysts, materials and equipment used in unique or
      proprietary applications and markets were $100.6 million
      in the first quarter, an increase of 17.9% from the prior
      year quarter.  Sales in this product group were favorably
      affected by increased customer demand for polyolefin and
      chemicals catalysts.  Sales increased 57.3% in the
      emerging regions.

Gross profit percentage was 37.4% compared with 35.0% in the prior
year quarter and 35.6% in the 2010 fourth quarter.  The increase
in gross profit percentage compared with the prior year quarter
was primarily due to improved pricing, better operating leverage,
and better product mix, partially offset by higher raw material
costs.

Segment operating income for the first quarter was $118.3 million
compared with $87.7 million in the prior year quarter, a 34.9%
increase primarily due to higher sales volumes and improved gross
profit percentage.  Segment operating margin was 24.2% compared
with 21.0% in the prior year quarter.

                  Grace Construction Products
         Sales up 5.5%; Emerging region sales up 15.6%

First quarter sales for the Grace Construction Products operating
segment, which includes Specialty Construction Chemicals (SCC)
products and Specialty Building Materials (SBM) products used in
commercial, infrastructure and residential construction, were
$207.6 million, up 5.5% from the prior year quarter due to higher
sales volumes (1.7%), improved pricing (2.1%), and favorable
currency translation (1.7%).  The higher sales volumes were
primarily due to increased demand for SCC products across all
regions, partially offset by lower SBM sales.  Sales in emerging
regions increased 15.6% compared with the prior year quarter.

Sales of this operating segment are reported by geographic region
as follows:

    * Americas -- sales to customers in the Americas were $108.8
      million in the first quarter, an increase of 4.3% from the
      prior year quarter.  Sales in North America decreased 1.9%
      primarily due to lower customer demand for SBM products,
      partially offset by increased demand for SCC products.
      Sales in Latin America grew 41.1% driven by improved
      pricing, increased customer demand, and favorable currency
      translation.

    * Europe -- sales to customers in Europe, the Middle East,
      Africa and India were $58.1 million in the first quarter,
      a decrease of 2.0% from the prior year quarter, primarily
      due to weak customer demand for SBM products resulting
      from delayed project starts in the Middle East.

    * Asia -- sales to customers in Asia (excluding India),
      Australia and New Zealand were $40.7 million in the first
      quarter, an increase of 23.0% from the prior year quarter.
      Sales increased primarily due to higher sales volumes to
      new and existing customers throughout the region.

Gross profit percentage was 33.7% in the first quarter compared
with 34.7% in the prior year quarter and 33.6% in the 2010 fourth
quarter.  The decrease in gross profit percentage compared with
the prior year quarter was primarily due to higher raw material
costs partially offset by improved pricing.  The increase in gross
profit percentage compared with the 2010 fourth quarter was
primarily due to improved pricing partially offset by higher raw
material costs.

Segment operating income for the first quarter was $16.3 million
compared with $15.6 million for the prior year quarter, a 4.5%
increase.  The increase was primarily due to higher sales volumes
and savings from restructuring actions taken in 2010, partially
offset by lower gross profit percentage.  Segment operating margin
was 7.9%, equal to the prior year quarter.

                        Corporate Costs

Corporate costs increased $3.2 million in the first quarter
compared with the prior year quarter primarily due to higher
performance based incentive compensation and employee benefits
costs.

                        Pension Expense

Defined benefit pension expense for the first quarter was
$16.5 million compared with $19.8 million for the prior year
quarter, a 16.7% decrease.  The decrease in expense was primarily
due to benefits from an accelerated plan contribution of
approximately $180 million made in March 2011 and good pension
plan asset performance in the U.S. in 2010.  Grace expects the
accelerated contribution to lower 2011 defined benefit pension
expense by approximately $10 million.

                           Interest

Interest expense was $10.4 million for the first quarter compared
with $9.9 million for the prior year quarter.  The annualized
weighted average interest rate on pre-petition obligations for the
first quarter was 3.5%.

                         Income Taxes

Income taxes are recorded at a global effective tax rate of
approximately 32% before considering the effects of certain non-
deductible Chapter 11 expenses, changes in uncertain tax positions
and other discrete adjustments.

Grace has not been required to pay U.S. Federal income taxes in
cash in recent years since available tax deductions and credits
have fully offset U.S. taxable income.  Income taxes in foreign
jurisdictions are generally paid in cash.  Grace expects to
generate significant U.S. Federal net operating losses upon
emergence from bankruptcy.  Income taxes paid in cash, excluding
tax settlements, were $8.9 million for the first quarter, or
approximately 11% of income before income taxes.  In addition,
Grace paid $15.0 million to settle certain state income tax
matters related to the 1990-1999 tax years.

                 Cash Flow Performance Measure

Adjusted Operating Cash Flow (see note A) was $20.9 million for
the first quarter compared with $27.2 million in the prior year
period.  The decrease in cash flow was primarily due to increased
net working capital to support higher sales volumes, partially
offset by the resulting increase in earnings.  Capital
expenditures for the first quarter were $23.4 million compared
with $17.9 million for the prior year period.  Net working capital
days were 61 days for the first quarter, compared with 54 days in
the prior year quarter and 53 days in the 2010 fourth quarter.

                    Chapter 11 Proceedings

On Jan. 31, 2011, the Bankruptcy Court issued an order confirming
Grace's Joint Plan of Reorganization (the "Plan").  The
confirmation order must next be affirmed by the United States
District Court.  The District Court has scheduled a hearing for
June 28, 2011 for oral argument on appeals to the confirmation
order.  The timing of Grace's emergence from Chapter 11 will
depend on affirmation of the Plan by the District Court and the
satisfaction or waiver of the other conditions set forth in the
Plan, including the resolution of any further appeals.  Grace is
preparing to consummate the Plan as quickly as practicable.  The
Plan sets forth how all pre-petition claims and demands against
Grace will be resolved.  See Grace's most recent periodic reports
filed with the SEC for a detailed description of the Plan.

                        Investor Call

Grace will discuss these results during an investor conference
call and webcast [on April 26, 2011] starting at 11:00 a.m. ET.
To access the call and webcast, interested participants should go
to the Investor Information -- Investor Presentations portion of
the company's Web site, http://www.grace.com/and click on the
webcast link.

Those without access to the Internet can listen to the investor
call by dialing +1.866.700.5192 (international callers dial
+1.617.213.8833) and entering conference ID #11358087.  Investors
are advised to access the call at least ten minutes early in order
to register.  An audio replay will be available from 2:00 p.m. ET
on April 26 until 11:59 p.m. ET on May 3.  The replay will be
accessible by dialing +1.888.286.8010 (international callers dial
+1.617.801.6888) and entering conference call ID #59597526.


W. R. Grace & Co. and Subsidiaries
Consolidated Balance Sheets
(Unaudited)
=========================================   Mar. 31,   Dec. 31,
  Amounts in millions                          2011       2010
  -------------------                        --------   --------
ASSETS
Current Assets
Cash and cash equivalents                      $819.4   $1,015.7
Restricted cash and cash equivalents             98.4       97.8
Trade accounts receivable, less allowance       429.5      380.8
Accounts receivable - unconsolidated affiliate   16.8        5.3
Inventories                                     303.6      259.3
Deferred income taxes                            53.7       54.7
Other current assets                             97.1       90.6
                                            --------   --------
Total Current Assets                          1,818.5    1,904.2

Properties and equipment, net                   713.0      702.5
Goodwill                                        129.2      125.5
Deferred income taxes                           839.0      845.0
Asbestos-related insurance                      500.0      500.0
Overfunded defined benefit pension plans         32.8       35.6
Investments in unconsolidated affiliates         59.4       56.4
Other assets                                     96.0      102.5
                                            --------   --------
Total Assets                                 $4,187.9   $4,271.7
                                            ========   ========

LIABILITIES AND EQUITY (DEFICIT)
Liabilities Not Subject to Compromise
Current Liabilities
Debt payable within one year                    $34.0      $37.0
Debt payable - unconsolidated affiliate           2.4        2.3
Accounts payable                                257.5      207.1
Accounts payable - unconsolidated affiliate       6.7        8.5
Other current liabilities                       273.8      278.0
                                            --------   --------
Total Current Liabilities                       574.4      532.9

Debt payable after one year                       2.6        2.9
Loan payable - unconsolidated affiliate          14.3       12.6
Deferred income taxes                            35.1       34.6
Underfunded and unfunded defined benefit
pension plans                                  337.6      539.8
Other liabilities                                42.4       43.6
                                            --------   --------
Total Liabilities Not Subject to Compromise   1,006.4    1,166.4

Liabilities Subject to Compromise
Debt plus accrued interest                      918.8      911.4
Income tax contingencies                         93.6       93.8
Asbestos-related contingencies                1,700.0    1,700.0
Environmental contingencies                     141.9      144.0
Postretirement benefits                         180.2      181.1
Other liabilities and accrued interest          142.8      143.8
                                            --------   --------
Total Liabilities Subject to Compromise       3,177.3    3,174.1
                                            --------   --------
Total Liabilities                             4,183.7    4,340.5

Equity (Deficit)
Common stock                                      0.7        0.7
Paid-in capital                                 457.0      455.9
Accumulated deficit                              85.9       31.7
Treasury stock, at cost                         (43.7)     (45.9)
Accumulated other comprehensive income (loss)  (502.4)    (518.1)
                                            --------   --------
Total W.R. Grace & Co. Shareholders'
Equity (Deficit)                                (2.5)     (75.7)
Non-controlling interest                          6.7        6.9
                                            --------   --------
Total Shareholders' Equity (Deficit)              4.2      (68.8)
                                            --------   --------
Total Liabilities and Shareholders'
Equity (Deficit)                            $4,187.9   $4,271.7
                                            ========   ========


W. R. Grace & Co. and Subsidiaries
Consolidated Statements of Operations        Three Months Ended
(Unaudited)                                   Mar. 31   Mar. 31
===========================================  ========   ========
  Amounts in millions                            2011       2010
  -------------------                        --------   --------

Net sales                                      $695.7     $614.9
Cost of goods sold                              443.9      401.2
                                            --------   --------
Gross profit                                    251.8      213.7

Selling, general and administrative expense     129.3      122.5
Restructuring expenses & rel. asset impairments   0.2        2.2
Research and development expenses                15.6       15.3
Defined benefit pension expense                  16.5       19.8
Interest expense and related financing cost      10.4        9.9
Chapter 11 expenses, net of interest income       5.8        6.5
Equity in (earnings) losses of
unconsolidated affiliates                       (3.5)      (5.1)
Other (income) expense, net                      (2.0)       2.4
                                            --------   --------
Total costs and expenses                        172.3      173.5

Income (loss) before income taxes                79.5       40.2
Benefit from (provision for) income taxes       (25.5)      16.5
                                            --------   --------
Net income (loss)                                54.0       56.7
Less: Net loss (income) attributable to
noncontrolling interest                          0.2       (0.4)
                                            --------   --------
Net income (loss) attributable to
W.R. Grace & Co. shareholders                 $54.2      $56.3
                                            ========   ========


W.R. Grace & Co. and Subsidiaries
Consolidated Statements of Cash Flows        Three Months Ended
(Unaudited)                                   Mar. 31   Mar. 31
===========================================  ========   ========
  Amounts in millions                          2011       2010
  -------------------                        --------   --------

OPERATING ACTIVITIES
Net income (loss)                               $54.0      $56.7
Reconciliation to net cash provided by
(used for) operating activities:
Depreciation and amortization                    29.2       29.5
Equity in (earnings) losses of unconsolidated
affiliates                                     (3.5)      (5.1)
{Benefit from) provision for income taxes        25.5      (16.5)
Income taxes (paid), net of refunds             (23.9)      (6.9)
Defined benefit pension expense                  16.5       19.8
Payments under defined benefit pension
arrangements                                  (207.3)     (13.3)
Changes in assets and liabilities, excluding
effect of foreign currency translation:
Trade accounts receivable                      (37.8)     (19.6)
Inventories                                    (38.5)     (20.6)
Accounts payable                                45.4       26.1
Other accruals and non-cash items              (40.0)     (55.7)
                                            --------   --------
Net cash provided by (used for)
operating activities                          (180.4)      (5.6)

INVESTING ACTIVITIES
Capital expenditures                            (23.4)     (17.9)
Transfer to restricted cash & cash equivalents   (0.6)     (77.0)
Other investing activities                       (0.1)         -
                                            --------   --------
Net cash (provided by) used for
investing activities                           (24.1)     (94.9)

FINANCING ACTIVITIES
Net repayments under credit arrangements         (3.2)      (7.2)
Proceeds from exercise of stock options           1.9        4.3
Other financing activities                        1.6       (0.8)
                                            --------   --------
Net cash (used for) financing activities          0.3       (3.7)

Effect of currency exchange rate changes
on cash and cash equivalents                     7.9       (5.9)
                                            --------   --------
Increase (Decrease) in cash & cash equiv.      (196.3)    (110.1)
Cash and cash equivalents, beginning of per   1,015.7      893.0
                                            --------   --------
Cash and cash equivalents, end of period       $819.4     $782.9
                                            ========   ========

                      About W.R. Grace & Co.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones,
LLP, represent the Debtors in their restructuring effort.  The
Debtors hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock
& Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on Jan. 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Wins OK to Implement 2011 Long-Term Incentive Plan
--------------------------------------------------------------
Judge Judith Fitzgerald of the U.S. Bankruptcy Court for the
District of Delaware granted in its entirety W.R. Grace & Co. and
its debtor affiliates' request to implement the W.R. Grace & Co.
2011 Long-Term Incentive Plan and to effectuate the incentive
based grants of options to purchase Grace common stock made to
certain eligible employees of the Debtors.

Judge Fitzgerald authorized the Debtors, but not required, to
implement the 2011 LTIP and adopt the 2011 Stock Incentive Plan.
The Court retains jurisdiction to hear and determine all matters
arising from or relating to the implementation of the order and
the Debtors' 2011 LTIP and the 2011 Stock Incentive Plan.

                         *     *     *

In a Form 8-K regulatory filing with the U.S. Securities and
Exchange Commission on April 13, 2011, Mark A. Shelnitz, Grace's
secretary, said the 2011 Stock Incentive Plan provides for the
grant of stock awards, stock options, net exercise options and any
combination of stock awards, stock options and net exercise
options to eligible employees, including executive officers and
directors.  The Compensation Committee of the Board of Directors
determines which Key Persons will participate in the 2011 Stock
Incentive Plan and the terms of any awards.  An aggregate of 2.1
million shares have been authorized for issuance as awards over
the term of the 2011 Stock Incentive Plan subject to adjustment
only to reflect stock splits and similar events.

Stock options and net exercise options granted under the Incentive
Plan may not have a term longer than five years and one month from
the date of grant.  The 2011 Stock Incentive Plan limits awards to
any participant, who is subject to Section 162(m) of the U.S.
Internal Revenue Code of 1986, as amended, in any single calendar
year to no more than one million shares, subject to adjustment
only to reflect stock splits and similar events.  Awards under the
2011 Stock Incentive Plan may be conditioned on continued
employment, the passage of time or the satisfaction of performance
vesting criteria, which criteria may be based on financial and
business performance.  Vesting requirements are determined by the
Compensation Committee.  The 2011 Stock Incentive Plan can be
amended or terminated by the Compensation Committee, provided
Grace will not, without stockholder approval, reduce the purchase
price of an outstanding stock option, subject to adjustment only
to reflect stock splits and similar events.

A copy of the 2011 Grace Stock Incentive Plan is available is
available http://ResearchArchives.com/t/s?75bd

                      About W.R. Grace & Co.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones,
LLP, represent the Debtors in their restructuring effort.  The
Debtors hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock
& Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on Jan. 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Proposes DeKalB County Consent Order
------------------------------------------------
W.R. Grace & Co. and its affiliates seek the Bankruptcy Court's
authority to enter into an Administrative Settlement Agreement and
Order on Consent for Removal Action with the United States of
America resolving the Government's claims with respect to the
Zonolite Road Site in Atlanta, DeKalb County, Georgia, and
providing for environmental remediation of the Site.

The Site is an Additional Site within the meaning of the
Settlement Agreement Resolving the United States' Proof of
Claim Regarding Certain Environmental Matters -- or the "Multi-
Site Agreement -- entered by the Court on June 2, 2008.

On March 1, 2011, the United States Environmental Protection
Agency notified the Debtors, under the Additional Sites provision
of the EPA Multi-Site Agreement, that they were making a claim
against the Debtors with respect to environmental remediation
response costs at the Site and other claims, liabilities or
obligations of the Debtors to the Settling Federal Agencies under
Sections 106 and 107 of the Comprehensive Environmental Response,
Compensation, and Liability Act and other laws arising from acts,
omissions or conduct of the Debtors, including liabilities arising
from (a) prepetition generation, transportation, disposal or
release of hazardous wastes or materials, or (b) prepetition
ownership or operation of hazardous waste facilities.

Since receiving the March 1, 2011 notice, the Debtors and the EPA
have cooperated in preparing the Consent Order, says Laura Davis
Jones, Esq., at Pachulski, Stang, Ziehl, & Jones LLP, in
Wilmington, Delaware.  The parties now desire, without any
admission of fact, law or liability, to proceed with a remedy for
the environmental remediation of the Site and resolve the EPA's
claims and demands relating to the Site, she explains.

                         Consent Order

The Consent Order specifically resolves (a) the EPA's claims for
the Site as an Additional Site under the Multi-Site Agreement, and
(b) the demands for performance of or payment of costs associated
with, the proposed Work as set forth in the Consent Order.

In particular, the Consent Order requires the Debtors to perform
and manage remediation at the Site based on parameters defined in
the Consent Order and the EPA's Action Memorandum attached to the
Consent Order.  The Consent Order and Action Memorandum call for,
among other things, excavation and removal of asbestos-containing
soils to native soil in the vicinity of the "plateau area" with
disposal offsite at an approved facility.

EPA's cost estimate for its performance of the remedial actions at
the Site is approximately $2.1 million.  The Debtors' cost
estimate for the same work is in the range of $1.0 to $1.5
million.  Remediation and Site restoration will take approximately
8 to 10 weeks to complete.

With respect to the EPA's Past Response Costs, the Debtors agree
under the Consent Order to pay $184,627 to the EPA for costs-
incurred through March 16, 2011.  Consistent with the Multi-Site
Agreement, the Debtors' obligation to pay the Past Response Costs
is in the form of an allowed general unsecured claim against the
Debtors' Chapter 11 estates.  The Allowed Past Response Cost Claim
will be paid within 30 days after the effective date of the Plan
of Reorganization for the Debtors in the same manner as all other
allowed general unsecured claims.

Notwithstanding what the Plan of Reorganization may provide,
however, interest on the Allowed Past Response Cost Claim will not
accrue until 30 days after the Effective Date of the Consent
Order, at which point, interest will accrue on the Allowed Past
Response Cost Claim at the rate established by Section 9507 of the
Internal Revenue Code.

Under the Consent Order, the Debtors also agree that they will pay
EPA's Future Response Costs, which will be payable within 30 days
of the Debtors' receipt of each bill requiring payment or within
30 days of the Plan's Effective Date, whichever is later.

In return for the obligations to be assumed by the Debtors under
the Consent Order, the Government will provide the Debtors with a
covenant not to sue for matters addressed under the Consent Order,
which matters include implementation of the Action Memorandum.

                      About W.R. Grace & Co.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones,
LLP, represent the Debtors in their restructuring effort.  The
Debtors hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock
& Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on Jan. 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Court of Appeals Dismisses Anderson Appeal
------------------------------------------------------
A three-member panel of the United States Court of Appeals for the
Third Circuit composed of Judges Barry, Fisher and Nygaard granted
W.R. Grace & Co.'s motion to dismiss the appeal filed by Anderson
Memorial Hospital.

To recall, Bankruptcy Court Judge Judith Fitzgerald denied without
prejudice Anderson Memorial's request for class certification, on
behalf of a class of individuals or property owners whose
properties have been damaged or allegedly damaged by asbestos-
containing products manufactured by the Debtors.

Appellate Court Judge Maryanne Trump Barry opined that a district
court's determination that an action may not be maintained as a
class action under Rule 23 is not a final decision within the
meaning of Section 1291 of the Judiciary and Judicial Procedures,
citing In re Coopers & Lybrand v. Livesay, 437 U.S. 463, 464-65,
470 (1978), which reversed the Court of Appeals and holding
district court's determination that action may not be maintained
as class action under Rule 23 is not final decision as order
refusing to certify class "does not of its own force terminate the
entire litigation because plaintiff is free to proceed on his
individual claim."  The Appellate Court also cited In re Nelson v.
County of Allegheny, 60 F.3d 1010, 1013 (3d Cir. 1995), which
noted that denial of class certification by federal court is
interlocutory and not immediately appealable.

Moreover, the Appellate Court also noted that four factors to be
considered when determining the finality of a bankruptcy court
order weigh against a finding that the Bankruptcy Court order
denying class certification should be final, citing In re
Blatstein, 192 F.3d 88, 94 (3d Cir. 1999), which stated that
factors include impact of order's consideration of merits of
appeal upon assets of bankruptcy estate, the necessity for further
fact-finding on remand, the preclusive effect of a decision on
merits of future litigation and whether judicial economy would be
furthered if jurisdiction was exercised.

The Bankruptcy Court order is not reviewable under the collateral
order doctrine, Judge Barry said.  Coopers, 437 U.S. at 469,
applied the collateral order doctrine and found that exception
does not apply to order refusing to certify class.  Because the
Bankruptcy Court's order was interlocutory, the District Court's
decision whether to exercise jurisdiction to review the order
denying class certification was discretionary, Judge Barry added.

The Appellate Court said it cannot review that discretionary
decision.  In re Commerce Bank v. Mountain View Vill., 5 F.3d 34,
36 (3d Cir. 1993) said that although this Court has jurisdiction
over final orders of the district court in appeals from final
orders of bankruptcy judge, it does not have jurisdiction "over a
district court's discretionary review of a bankruptcy judge's
interlocutory order[].  In re Brown, 916 F.2d 120, 124 (3d Cir.
1990) noted that if order of bankruptcy court is affirmed on
interlocutory appeal, subsequent appeal to court of appeals not
permitted under Section 158(d) of the Judiciary and Judicial
Procedures.

                      About W.R. Grace & Co.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones,
LLP, represent the Debtors in their restructuring effort.  The
Debtors hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock
& Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on Jan. 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


XINERGY CORP: S&P Assigns 'B-' Corporate Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B-'
corporate credit rating to Knoxville, Tenn.-based Xinergy Corp.
The rating outlook is stable.

"At the same time, we assigned a preliminary 'B-' issue-level
rating (the same as the corporate credit rating), to the company's
proposed $200 million senior secured notes due 2019.  The
preliminary recovery rating on these notes is '4', indicating our
expectation that lenders can expect average (30% to 50%) recovery
in the event of a payment default.  The ratings are based on
preliminary terms and conditions.  The notes are being sold
pursuant to Rule 144A and will not be registered securities.
Proceeds from the proposed note offering will be used to repay
existing indebtedness, fund capital expenditures, and provide
liquidity for the company's operations," S&P related.

"The preliminary 'B-' corporate credit rating reflects the
combination of the company's highly leveraged financial profile
and its vulnerable business risk profile.  Pro forma for the
proposed transaction, the company is highly leveraged with pro
forma adjusted debt to 2010 EBITDA at about 9x," said Standard &
Poor's credit analyst Marie Shmaruk.  "Even with expected higher
volumes and EBITDA, leverage is likely to remain about 5x through
2011, and we expect the company to be cash flow negative."

The company is a small producer.  It currently operates seven
mines at two mining complexes in West Virginia and Eastern
Kentucky and has about 87 million tons of proven and probable
reserves.  All of the company's reserves and production are
concentrated in one basin, which exposes the company to
unfavorable regional regulation, local transportation disruptions,
and the variability of market demand for the specific coal
produced in that region.  In 2010, the company sold about 1.3
million tons of steam coal to electric utilities, with the top two
customers representing about 75% of sales in 2010.  Approximately
90% its production is expected to come from surface mines in
2011, which generally have lower mining costs.  "This should
result in cash costs in the $55 to $60 per ton range, which we
believe is relatively favorable for a CAPP producer," S&P noted.

"The stable rating outlook reflects our expectation that the
company has adequate pro forma liquidity to fund its operations
and its construction program for the next year or so.  At the end
of 2011, we expect the company to have liquidity in the $75
million to $100 million area, which we deem sufficient to support
the current rating.  In our view, if the company successfully
completes the proposed offering, it should have sufficient funds
to complete several proposed expansion projects during the next
several quarters, and have adequate cash to fund operations while
it improves its financial metrics to levels that would support the
'B-' rating.  Without this financing the rating would likely be
lower," S&P continued.

A negative rating action could occur if the company's liquidity
becomes tight because of construction delays or cost overruns or
it has difficulties in finding customers for its coal at levels
sufficient to support liquidity close to current levels.

A positive rating action is unlikely in the near term given the
company's size, scope, and aggressive capital plans.  "However,
longer term, we would consider a positive rating action if the
company can grow its volumes and earnings significantly while
keeping its costs around current levels, it can obtain multi-year
contracts for its planned output, and if we see a clear trend of
improving credit metrics and positive cash flow," S&P stated.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In Re Hartford Builders, Inc.
   Bankr. C.D. Calif. Case No. 11-26048
      Chapter 11 Petition filed April 13, 2011
         See http://bankrupt.com/misc/cacb11-26048.pdf

In Re Sayre & Levitt LLP
   Bankr C.D. Calif. Case No. 11-15241
      Chapter 11 Petition filed April 13, 2011
         filed pro se

In Re TBA Property Management, LP
   Bankr. C.D. Calif. Case No. 11-11720
      Chapter 11 Petition filed April 13, 2011
         See http://bankrupt.com/misc/cacb11-11720.pdf

In Re Gulf Coast Refrigeration, Inc.
   Bankr. W.D. La. Case No. 11-50532
      Chapter 11 Petition filed April 13, 2011
         See http://bankrupt.com/misc/lawb11-50532.pdf

In Re LoneWa Missionary Baptist Church
   Bankr. W.D. La. Case No. 11-30635
      Chapter 11 Petition filed April 13, 2011
         See http://bankrupt.com/misc/lawb11-30635.pdf

In Re Tony Morgado Construction LLC
   Bankr. D. N.H. Case No. 11-11464
      Chapter 11 Petition filed April 13, 2011
         See http://bankrupt.com/misc/nhb11-11464.pdf

In Re Lap Band Solutions, LLC
   Bankr. N.D. Texas Case No. 11-32549
      Chapter 11 Petition filed April 13, 2011
         See http://bankrupt.com/misc/txnb11-32549.pdf

In Re Alexander Zolfaghari
   Bankr. D. Ariz. Case No. 11-10535
      Chapter 11 Petition filed April 14, 2011

In Re Fredrick Burton
   Bankr. C.D. Calif. Case No. 11-26240
      Chapter 11 Petition filed April 14, 2011

In Re Jorge Zuniga
   Bankr. C.D. Calif. Case No. 11-14638
      Chapter 11 Petition filed April 14, 2011

In Re Mauricio Vasquez
   Bankr. C.D. Calif. Case No. 11-26287
      Chapter 11 Petition filed April 14, 2011

In Re Universal Ice Blast Inc.
   Bankr. C.D. Calif. Case No. 11-15291
      Chapter 11 Petition filed April 14, 2011

In Re Scott Hudgins
   Bankr. C.D. Calif. Case No. 11-15299
      Chapter 11 Petition filed April 14, 2011

In Re Kenneth Pearson
   Bankr. E.D. Calif. Case No. 11-29265
      Chapter 11 Petition filed April 14, 2011

In Re Epicurean, Inc.
   Bankr. S.D. Calif. Case No. 11-06182
      Chapter 11 Petition filed April 14, 2011
         See http://bankrupt.com/misc/casb11-06182.pdf

In Re A & M Mortgage Corp.
   Bankr M.D. Fla. Case No. 11-07002
      Chapter 11 Petition filed April 14, 2011
         filed pro se

In Re Paul Bowen
   Bankr. S.D. Fla. Case No. 11-20058
      Chapter 11 Petition filed April 14, 2011

In Re Felecia Garrett
   Bankr. N.D. Ill. Case No. 11-15966
      Chapter 11 Petition filed April 14, 2011

In Re Ekow Ocran
   Bankr. D. Md. Case No. 11-17820
      Chapter 11 Petition filed April 14, 2011

In Re Rudy Hernandez
   Bankr. D. Nev. Case No. 11-15598
      Chapter 11 Petition filed April 14, 2011

In Re Martinez Excavating, Inc.
   Bankr. D. N.M. Case No. 11-11667
      Chapter 11 Petition filed April 14, 2011
         See http://bankrupt.com/misc/nmb11-11667p.pdf
         See http://bankrupt.com/misc/nmb11-11667c.pdf

In Re The Firm Fitness LLC
   Bankr. E.D.N.Y. Case No. 11-72536
      Chapter 11 Petition filed April 14, 2011
         See http://bankrupt.com/misc/nyeb11-72536.pdf

In Re Vinnick, LLC
        t/a Peter Pox Pub
   Bankr. E.D. Pa. Case No. 11-13062
      Chapter 11 Petition filed April 14, 2011
         See http://bankrupt.com/misc/paeb011-13062.pdf

In Re Heights Melrose Group, LLC
   Bankr. S.D. Texas Case No. 11-33380
      Chapter 11 Petition filed April 14, 2011
         See http://bankrupt.com/misc/txsb11-33380.pdf

In Re FORE Foundation
   Bankr. W.D. Wash. Case No. 11-14294
      Chapter 11 Petition filed April 14, 2011

In Re Roy Emery, Jr.
   Bankr. D. Ariz. Case No. 11-10583
      Chapter 11 Petition filed April 15, 2011

In Re Don Chente Inc., a California Corporation
        dba Don Chente Car & Grill
        fka Tacos Don Chente
        dba Don Chente Bar & Grill
        fka Tacos Don Chente
   Bankr. C.D. Calif. Case No. 11-26508
      Chapter 11 Petition filed April 15, 2011
         See http://bankrupt.com/misc/cacb11-26508.pdf

In Re El Pescador Inc.
        dba El Pescador Bar & Grill
   Bankr. C.D. Calif. Case No. 11-26500
      Chapter 11 Petition filed April 15, 2011
         See http://bankrupt.com/misc/cacb11-26500.pdf

In Re Hector's Place LLP
   Bankr C.D. Calif. Case No. 11-26472
      Chapter 11 Petition filed April 15, 2011
         filed pro se

In Re VOA Inc., A California Corporation
        dba El Pescador
   Bankr. C.D. Calif. Case No. 11-26504
      Chapter 11 Petition filed April 15, 2011
         See http://bankrupt.com/misc/cacb11-26504.pdf

In Re Zion Usa, Inc.
   Bankr. C.D. Calif. Case No. 11-26414
      Chapter 11 Petition filed April 15, 2011
         See http://bankrupt.com/misc/cacb11-26414.pdf

In Re Gary Atkins
   Bankr. E.D. Calif. Case No. 11-91328
      Chapter 11 Petition filed April 15, 2011

In Re Tegeste Ketaw
   Bankr. D.C. Case No. 11-00294
      Chapter 11 Petition filed April 15, 2011

In Re Corvin Morris
   Bankr. M.D. Fla. Case No. 11-07141
      Chapter 11 Petition filed April 15, 2011

In Re Clayland Marble & Tile, Inc.
   Bankr. D. Md. Case No. 11-17898
      Chapter 11 Petition filed April 15, 2011
         See http://bankrupt.com/misc/mdb11-17898p.pdf
         See http://bankrupt.com/misc/mdb11-17898c.pdf

In Re Winters Sheet Metal Inc.
   Bankr. D. Md. Case No. 11-17931
      Chapter 11 Petition filed April 15, 2011
         See http://bankrupt.com/misc/mdb11-17931p.pdf
         See http://bankrupt.com/misc/mdb11-17931c.pdf

In Re Saisuda Saedan
   Bankr. D. Nev. Case No. 11-15654
      Chapter 11 Petition filed April 15, 2011

In Re Victor Pantaleoni
   Bankr. D. Nev. Case No. 11-15623
      Chapter 11 Petition filed April 15, 2011

In Re Fisher Shallenburg, Inc.
        dba More Than Christmas on Main
        fdba My Favorite Season Inc.
   Bankr. W.D. N.C. Case No. 11-10383
      Chapter 11 Petition filed April 15, 2011
         See http://bankrupt.com/misc/ncwb11-10383.pdf

In Re Trattoria Lucia Corp.
   Bankr. E.D.N.Y. Case No. 11-43141
      Chapter 11 Petition filed April 15, 2011
         See http://bankrupt.com/misc/nyeb11-43141.pdf

In Re Justin Hillegass
   Bankr. W.D. Pa. Case No. 11-70404
      Chapter 11 Petition filed April 15, 2011

In Re D. Jared Hillegass
   Bankr. W.D. Pa. Case No. 11-70405
      Chapter 11 Petition filed April 15, 2011

In Re Austin Azul, LLC
        dba Antonio's Mexican Restaurant
   Bankr. W.D. Texas Case No. 11-10935
      Chapter 11 Petition filed April 15, 2011
         See http://bankrupt.com/misc/txwb11-10935.pdf

In Re 2519 Jackson Street LLC
   Bankr. W.D. Wash. Case No. 11-14349
      Chapter 11 Petition filed April 15, 2011

In Re Federal Trustee Services, Inc.
   Bankr. W.D. Wash. Case No. 11-43034
      Chapter 11 Petition filed April 15, 2011

In Re Travis Leage
   Bankr. C.D. Calif. Case No. 11-11778
      Chapter 11 Petition filed April 16, 2011

In Re Walter Loo
   Bankr. N.D. Calif. Case No. 11-44153
      Chapter 11 Petition filed April 16, 2011

In Re Palomar Hangar, LLC
   Bankr. S.D. Calif. Case No. 11-06308
      Chapter 11 Petition filed April 17, 2011
         See http://bankrupt.com/misc/casb11-06308p.pdf
         See http://bankrupt.com/misc/casb11-06308c.pdf

In Re Dinash Yanamadula
   Bankr. M.D. Fla. Case No. 11-02784
      Chapter 11 Petition filed April 17, 2011

In Re 9980 106Th St.
   Bankr. D. Ariz. Case No. 11-10731
      Chapter 11 Petition filed April 18, 2011

In Re Larry Miller
   Bankr. D. Ariz. Case No. 11-10746
      Chapter 11 Petition filed April 18, 2011

In Re THI, Inc.
   Bankr. E.D. Ark. Case No. 11-12536
      Chapter 11 Petition filed April 18, 2011
         See http://bankrupt.com/misc/areb11-12536.pdf

In Re Wesley McCabe
   Bankr. W.D. Ark. Case No. 11-71813
      Chapter 11 Petition filed April 18, 2011

In Re Bell Private Security, Inc.
   Bankr. C.D. Calif. Case No. 11-15482
      Chapter 11 Petition filed April 18, 2011
         See http://bankrupt.com/misc/cacb11-15482.pdf

In Re Ory Levanon
   Bankr. C.D. Calif. Case No. 11-14781
      Chapter 11 Petition filed April 18, 2011

In Re Vatche Boyadjian
   Bankr. C.D. Calif. Case No. 11-14769
      Chapter 11 Petition filed April 18, 2011

In Re Richard Tipton
   Bankr. N.D. Calif. Case No. 11-53640
      Chapter 11 Petition filed April 18, 2011

In Re Lilian Dominguez-Infante
   Bankr. S.D. Calif. Case No. 11-06348
      Chapter 11 Petition filed April 18, 2011

In Re Absolute Natural Blenders, Inc.
   Bankr. M.D. Fla. Case No. 11-05652
      Chapter 11 Petition filed April 18, 2011
         See http://bankrupt.com/misc/flmb11-05652.pdf

In Re Julase Incorporated
        dba Structural Steel of Brevard
   Bankr. M.D. Fla. Case No. 11-05598
      Chapter 11 Petition filed April 18, 2011
         See http://bankrupt.com/misc/flmb11-05598.pdf

In Re Mister Marlin, USA LLC
        dba Mister Milano
   Bankr. S.D. Fla. Case No. 11-20365
      Chapter 11 Petition filed April 18, 2011
         See http://bankrupt.com/misc/flsb11-20365.pdf

In Re Molano Holdings Uno Inc.
   Bankr. S.D. Fla. Case No. 11-20290
      Chapter 11 Petition filed April 18, 2011
         filed pro se

In Re Mohamed Ahmed
   Bankr. D. Ga. Case No. 11-61754
      Chapter 11 Petition filed April 18, 2011

In Re Keith Rasmussen
   Bankr. D. Idaho Case No. 11-40571
      Chapter 11 Petition filed April 18, 2011

In Re Parkash Talwar
   Bankr. N.D. Ill. Case No. 11-16504
      Chapter 11 Petition filed April 18, 2011

In Re Select Marketing Solutions, Ltd.
   Bankr. N.D. Ill. Case No. 11-16396
      Chapter 11 Petition filed April 18, 2011
         See http://bankrupt.com/misc/ilnb11-16396.pdf

In Re Sportsplex Athletics of Maryland
        dba Greenbelt Sportsplex
   Bankr. D. Md. Case No. 11-18120
      Chapter 11 Petition filed April 18, 2011
         http://bankrupt.com/misc/mdb11-18120.pdf

In Re The Christmas Goose, LTD
   Bankr. D. Md. Case No. 11-18113
      Chapter 11 Petition filed April 18, 2011
         See http://bankrupt.com/misc/mdb11-18113p.pdf
         See http://bankrupt.com/misc/mdb11-18113c.pdf

In Re 16 Maujer Street HDFC
   Bankr. E.D.N.Y. Case No. 11-43218
      Chapter 11 Petition filed April 18, 2011
         See http://bankrupt.com/misc/nyeb11-43218.pdf

In Re 552 W 24th LLC
   Bankr. E.D.N.Y. Case No. 11-43231
      Chapter 11 Petition filed April 19, 2011
         filed pro se

In Re Buzz Parking II LLC
   Bankr. S.D.N.Y. Case No. 11-11782
      Chapter 11 Petition filed April 18, 2011
         See http://bankrupt.com/misc/nysb11-11782.pdf

In Re Mark Wasmuth
   Bankr. M.D. N.C. Case No. 11-80633
      Chapter 11 Petition filed April 18, 2011

In Re Araceli Rivera Serrano
   Bankr. D. Puerto Rico Case No. 11-03265
      Chapter 11 Petition filed April 18, 2011

In Re Noel Hornsby
   Bankr. S.D. Texas Case No. 11-33422
      Chapter 11 Petition filed April 18, 2011

In Re Jeremy Renter
   Bankr. D. Ariz. Case No. 11-10913
      Chapter 11 Petition filed April 19, 2011

In Re Cactus Outdoor Inc.
        dba Cactus Bike
   Bankr. D. Ariz. Case No. 11-10926
      Chapter 11 Petition filed April 19, 2011
        See http://bankrupt.com/misc/azb11-10926.pdf

In Re Mario Rodriguez
   Bankr. D. Ariz. Case No. 11-10949
      Chapter 11 Petition filed April 19, 2011

In Re Fantasy Homes Construction, LLC
   Bankr. E.D. Ark. Case No. 11-12573
      Chapter 11 Petition filed April 19, 2011
         See http://bankrupt.com/misc/areb11-12573.pdf

In Re Tee Time Express, Inc.
   Bankr. E.D. Ark. Case No. 11-12548
      Chapter 11 Petition filed April 19, 2011
         See http://bankrupt.com/misc/areb11-12548.pdf

In Re Richard Hale
   Bankr. C.D. Calif. Case No. 11-22902
      Chapter 11 Petition filed April 19, 2011

In Re Susan Cho
   Bankr. C.D. Calif. Case No. 11-15484
      Chapter 11 Petition filed April 19, 2011

In Re Vicente Ortiz
   Bankr. C.D. Calif. Case No. 11-26884
      Chapter 11 Petition filed April 19, 2011

In Re Henry Fajardo
   Bankr. E.D. Calif. Case No. 11-14536
      Chapter 11 Petition filed April 19, 2011

In Re Don Henry
   Bankr. D.C. Case No. 11-00305
      Chapter 11 Petition filed April 19, 2011

In Re Advanced Mobility Solutions, Inc.
        dba Mobility World
   Bankr. M.D. Fla. Case No. 11-07316
      Chapter 11 Petition filed April 19, 2011
        See http://bankrupt.com/misc/flmb11-07316.pdf

In Re Finnegans Wake of St. Augustine, Inc.
        aka Finnegans Wake Grill & Pub
        aka Finnegans Wake on A1A
   Bankr. M.D. Fla Case No. 11-02821
      Chapter 11 Petition filed April 19, 2011
         See http://bankrupt.com/misc/flmb11-02821.pdf

In Re DonMar Equities LLC
   Bankr. S.D. Ind. Case No. 11-04770
      Chapter 11 Petition filed April 19, 2011
         See http://bankrupt.com/misc/insb11-04770.pdf

In Re Stohne Rentals LLC
   Bankr. S.D. Ind. Case No. 11-04771
      Chapter 11 Petition filed April 19, 2011
         See http://bankrupt.com/misc/insb11-04771.pdf

In Re James Zych
   Bankr. D. Minn. Case No. 11-60402
      Chapter 11 Petition filed April 19, 2011

In Re Thomas Zych
      Bankr. D. Minn. Case No. 11-60403
         Chapter 11 Petition filed April 19, 2011

In Re Sir Jeff Limited Partnership
   Bankr. D. Nev. Case No. 11-15801
      Chapter 11 Petition filed April 19, 2011
         See http://bankrupt.com/misc/nvb11-15801.pdf

In Re Jose Unson
   Bankr. D. Nev. Case No. 11-15796
      Chapter 11 Petition filed April 19, 2011

In Re Joy Kiddie Shops, Inc.
        dba Joy Stride Rite
   Bankr. E.D. Pa. Case No. 11-13126
      Chapter 11 Petition filed April 19, 2011
        See http://bankrupt.com/misc/paeb11-13126.pdf

In Re Joy Shoe Stores Inc.
      Bankr. E.D. Pa. Case No. 11-13127
         Chapter 11 Petition filed April 19, 2011

      In Re Joy Shoes of Deptford Inc.
         Bankr. E.D. Pa. Case No. 11-13128
            Chapter 11 Petition filed April 19, 2011

In Re Robert Driver
   Bankr. M.D. Tenn. Case No. 11-04010
      Chapter 11 Petition filed April 19, 2011

In Re Colin-G Management, LLC
   Bankr. N.D. Texas Case No. 11-32631
      Chapter 11 Petition filed April 19, 2011
         See http://bankrupt.com/misc/txnb11-32631.pdf

In Re Gerald Houser
   Bankr. N.D. Texas Case No. 11-32633
      Chapter 11 Petition filed April 19, 2011

In Re Valley View Electric, L.P.
   Bankr. W.D. Texas Case No. 11-51412
      Chapter 11 Petition filed April 19, 2011
         See http://bankrupt.com/misc/txwb11-51412.pdf



                           *********

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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