TCR_Public/110429.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, April 29, 2011, Vol. 14, No. 117

                            Headlines

166 WEST: Case Summary & 8 Largest Unsecured Creditors
1900-1902 VAN: Case Summary & 13 Largest Unsecured Creditors
A.F. EVANS: Bayside Communities Acquires 20 Properties
ALABAMA AIRCRAFT: Proposing Auction Procedures Without Buyer
ALABAMA AIRCRAFT: Pursues Potential Buyers to Keep Afloat

ALBAUGH INC: Fitch Assigns 'B+' Issuer Default Rating
ALERIS INT'L: Expresses Plan to Become Public Company
AMBAC FINANCIAL: Judge Hits Dewey & LeBoeuf With 10% Fee Holdback
APPLESEED'S INTERMEDIATE: Creditors Sue Golden Gate Over Transfers
APPLIANCE NOW: Files to Reorganize in Florida

APPLIANCE NOW: Case Summary & 6 Largest Unsecured Creditors
ARIES INSURANCE: Court Orders Owners to Pay Fla. $76 Million
ASA IMAGING: Case Summary & 18 Largest Unsecured Creditors
ATLANTIC BROADCASTING: Owners Could Keep Control Absent Rival Bid
AURASOUND INC: Vidian Tran Resigns from Board of Directors

BANK OF GRANITE: Plans to Merge Into FNB United
BANKATLANTIC BANCORP: Incurs $22.88 Million Net Loss in 1Q 2011
BANKATLANTIC BANCORP: Obtains Favorable Judgment in Fla. Lawsuit
BANNING LEWIS: Aims for Two Auctions on June 28
BERNARD L MADOFF: Customer Group Demands Report on Madoff Fraud

C&C LAND & CATTLE: SCF Arizona Opposes Use of Cash Collateral
CADENCE INNOVATION: Files Settlement-Based Liquidation Plan
CANAL CORP: Files Notice of Suspension of Duty to File SEC Reports
CANO PETROLEUM: Reports $3.64-Million Net Loss in Dec. 31 Qtr.
CANO PETROLEUM: NYSE Amex Listing Deficiency Resolved

CANO PETROLEUM: Stockholders Elect 3 Directors to Board
CAREFREE WILLOWS: Files Amended Plan and Disclosure Statement
CASCADE BANCORP: Inks Registration Rights Pact with M. Rosinus
CB HOLDING: Landlord Lost Right to Retain Valuable Liquor License
CELL THERAPEUTICS: Incurs $20MM Q1 Loss; Cash Woes Loom

CHRYSLER LLC: Unveils Funding to Repay Government Loans
CHURCH LOAN: To Liquidate Fund; Reliance Trust Takes Charge
COLONIAL BANCGROUP: FDIC Balks at Chapter 11 Plan
CREDITRON FINANCIAL: Could Lose Building Complex at May 18 Auction
CROWSON-STONE: Case Summary & 20 Largest Unsecured Creditors

CRYSTAL CATHEDRAL: Orchestra Refuses to Play Over Salary Issue
DAMON'S INTERNATIONAL: Franchisee to Keep PA Location Open
DAN STANBROUGH: Judge Reis Names Ruhl & Ruhl as Receiver
DANCING BEAR: Developer Sues WestLB to Recover $30 Million
DEL MAR CONCRETE: Case Summary & 20 Largest Unsecured Creditors

DELTA AIR: Reports $318 Million First Quarter Net Loss
DELTA AIR: Enters Into $2.6 Billion Credit Facilities
DELTA AIR: Might Hike Fares, Cut Flights Due to Fuel Prices
DESA INT'L: Off The Hook in Workers' WARN Act Suit
DHP HOLDINGS: Debtors & HIG Capital Not "Single Employer"

DYNAMIC BUILDING: To Present Plan for Confirmation May 25
EAGLES CREST: Wants Until June 24 to Propose Reorganization Plan
ELM STREET: Court to Hold Preliminary Status Conference on May 13
ENNIS COMMERCIAL: Gives Up Tehachapi Property to Receiver
FATBURGER RESTAURANTS: Faces Lawsuits From Creditors Committee

FERRITE CO: Emerges from Chapter 11 Bankruptcy
FIRST SECURITY: Appoints Ralph Coffman as Acting Interim CEO
FIVE HOUSTON: Court Dismisses Involuntary Ch. 11 Case
FLORIDA EXTRUDERS: Has $7.5MM DIP Loan; To Auction Off Assets
FORD MOTOR: Reports $2.6 Billion Net Income in First Quarter

FORUM HEALTH: Judge Denies Stay Plea on Foundations' Exit
FOUR LIONS: Case Dismissal Looms as Counsel Disqualified
FRANK PARSONS: Taps American Auction to Appraise Equipment
FREDDIE MAC: Reports March Volume Summary
FRONTERA COPPER: To File Delayed Annual Results on April 30

FULL CIRCLE: Has Until July 5 to File Chapter 11 Plan
FULTON HOMES: Appellate Court Sends Dispute to Mediation
FUSION TELECOMMUNICATIONS: Borrows $225,000 from Marvin Rosen
GEOFFREY ZAKARIAN: Files for Bankruptcy to Avert Cooks' Suit
GEORGE - MARSHALL: Case Summary & Largest Unsecured Creditor

GLOBAL ENTERTAINMENT: S. Lee Named COO as Part of Reorganization
GOLDEN CHAIN: Taps Stephen Cummings as Special Litigation Counsel
GREAT ATLANTIC & PACIFIC: Developer Seeks to Pursue Litigation
GRIMM BROTHERS: Voluntary Chapter 11 Case Summary
GRUBB & ELLIS: Michael Kojaian Discloses 30.1% Equity Stake

GRUBB & ELLIS: CDCF II Discloses 8.76% Equity Stake
GSC GROUP: Lenders May Try Blocking Vote by Black Diamond
GULF RESOURCES: Disputes Allegations in Glaucus Report
HARRY & DAVID: Hires A&M's Kong as Chief Restructuring Officer
HARRY & DAVID: Prearranged Deal With Bondholders Hits Road Block

HAWAII MEDICAL: Board Weighs Second Chapter 11 Bankruptcy Filing
HORIZON LINES: Court Reduces Fine to $15 Million
HSRE-CDS I: U.S. Trustee Unable to Form Creditors Committee
IMAGEWARE SYSTEMS: Launches Investor Awareness Program
IMH FINANCIAL: Inks Registration Rights Agreement with NW Capital

INDIANAPOLIS DOWNS: Has Final Approval of $103MM Financing
INDIANAPOLIS DOWNS: Wins Court OK to Hire Lawyers, Advisors
JACKSON HEWITT: Republic Bank Program Agreement Kept Confidential
KIEBLER RECREATION: Abandons Plan Approval Process
LA VILLITA: Wants Plan Filing Period Extended Through July 18

LE-NATURE'S INC: Former CEO Seeks New Forum for Fraud Trial
LECG CORP: Withdraws Common Stock Registration on NASDAQ
LEHMAN BROTHERS: Seeks Dismissal of JPM's Renewed Counterclaims
LEHMAN BROTHERS: Delays Feb. 28 Quarterly Report on Form 10-Q
LEHMAN BROTHERS: Galleon Offshore Unit Sells $146.7MM Claim

LEHMAN BROTHERS: Dodd-Frank Would Have Provided Orderly Resolution
LEVELLAND/HOCKLEY COUNTY: Ethanol Plant Files to Reorganize
LEVELLAND/HOCKLEY COUNTY: Case Summary & Largest Unsec. Creditors
LESLIE CONTROLS: Circor Subsidiary Emerges From Chapter 11
LOCATEPLUS HOLDINGS: Has No Plan to Reduce Number of Directors

LOOP CORP.: Case Summary & 6 Largest Unsecured Creditors
MAJESTIC STAR: Settles Chapter 11 Fight with Indiana City
MAYTAG LAUNDRY: Case Summary & 11 Largest Unsecured Creditors
MCCLATCHY CO: Incurs $1.96 Million Net Loss in March 27 Quarter
MCKEE-KEENEY I: Case Summary & 3 Largest Unsecured Creditors

MEDLINK INTERNATIONAL: RBSM LLP Raises Going Concern Doubt
MERCANTILE BANCORP: Heartland Bank Now Wholly-Owned by Company
MERCER RUG: Files for Chapter 11 Bankruptcy Protection
MERCER RUG: Case Summary & 10 Largest Unsecured Creditors
MEREULO MADDUX: Seeks to Use Cash Collateral Until July 31

MEREULO MADDUX: Charlestown Capital Wants to Modify Chap. 11 Plan
MICHAEL MALKI: Seeks to Sell Arena, Gets $650,000 Offer
MILLENNIUM MULTIPLE: Converts Reorg. Plan to Liquidation Plan
MOLECULAR INSIGHT: Beaver Creek Fund Owns 1.14% of Common Stock
MORGANS HOTEL: Unit to Sell Mondrian Los Angeles Hotel for $137MM

MORTGAGES LTD: Successor Sues Greenberg for Malpractice
MUNICIPAL MORTGAGE: Arthur Mehlman Retires from Board
NATIONAL CONSUMER: Fitch Downgrades L-T IDR to 'CCC' From 'B-'
NEIMAN MARCUS: Fitch Affirms 'B' IDR; Revises Outlook to Positive
NEVADA STAR: Court OKs Disclosure Statement, Plan Hearing on May 4

NEW STREAM: Has Agreement with Investors on May Sale
NEW STREAM: Committee Wants Quinn Emanuel as Counsel
NEW STREAM: Committee Wants Montgomery McCracken as Co-Counsel
NICKELS MIDWAY: Confirmation of Wild Waves' Plan Upheld
NORTEL NETWORKS: Asks Courts' Help on Dividing $4BB Sale Proceeds

N.A. PETROLEUM: To Pay $98 Mil. to End Fight with Lenders, Partner
NORTEL NETWORKS: Appointment of Workers' Rep to Panel Mulled
NUVILEX INC: Amends 2010 Annual Report in Response to Comments
O&G LEASING: 'Related To' Venue Transfer Governed by Sec. 1404
OCEANO COMMUNITY: Faces Insolvency as Reserve Account Depletes

ONE RENAISSANCE: Authorized to Use Wells Fargo Cash Collateral
OSI RESTAURANT: To Offer Shares Under Ownership Account Plan
P AND P QUICK: Court Rejects Prestige Settlement
PALM HARBOR: Completes Sale of Assets to Fleetwood Subsidiary
PATIENT SAFETY: Supply & Distribution Pact Kept Confidential

PATRICK HACKETTS: YA Global Sues Former Owners to Recoup $2.9 Mil.
PHOENIX INVESTMENTS: Case Summary & 15 Largest Unsecured Creditors
POINT BLANK: Judge Orders Major Changes to Plan Outline
POINT BLANK: Equity Committee Taps Baker & McKenzie as Counsel
R&G FINANCIAL: Exclusivity Period Extended Until July 31

RADIENT PHARMACEUTICALS: Receives Non-Compliance Notice From NYSE
REDDY ICE: Harvey Partners Discloses 5.2% Equity Stake
REGAL PLAZA: Disclosure Statement Hearing Rescheduled to June 2
RENEGADE HOLDINGS: Examiner Wants to Sell $1.75-Mil. of Properties
RITE AID: Files Form 10-K; Posts $555.42 Million Net Loss

ROBB & STUCKY: Lubner Offers $125,000 to Acquire IP Property
RSM RESIDENTIAL: Case Summary & 15 Largest Unsecured Creditors
RUTHERFORD CONSTRUCTION: U.S. Trustee Forms Creditors Committee
RYLAND GROUP: GEM Realty Discloses 5.46% Equity Stake
RYLAND GROUP: Incurs $19.53 Million Net Loss in 1st Quarter

SATELITES MEXICANOS: Combined Hearing on Plan on May 11
SATELITES MEXICANOS: Can Access Cash Collateral on Interim Basis
SATELITES MEXICANOS: Court Approves Epiq as Claims Agent
SH LEGGITT: Plan Confirmation Hearing Begins
SONOMA VINEYARD: Deadline to Confirm Plan Extended to July 1

SPANISH BROADCASTING: Annual Salary of CRO Hiked to $300,000
SPARTA COMMERCIAL: Posts $733,700 Net Loss in Jan. 31 Quarter
STRATUS MEDIA: Goldman Kurland Raises Going Concern Doubt
SYRACUSE RESORT: Case Summary & 6 Largest Unsecured Creditors
SYRACUSE SYMPHONY: To File For Chapter 7 Bankruptcy Protection

TAPATIO SPRINGS: Must Find Buyer for Center Before June 7
TAVERN ON THE GREEN: Settlement Reached in Name Ownership Dispute
TRANS-LUX CORPORATION: Gabelli Funds Holds 10.15% Equity Stake
ULTIMATE ACQUISITION: Seeks Conversion to Ch. 7 Liquidation
UNIGENE LABORATORIES: To Receive $4MM Milestone Payment from GSK

UNISYS CORP: Incurs $39.40 Million Net Loss in March 31 Quarter
UNITED CONTINENTAL: Reports $213 Million 1st Qtr. Net Loss
UNITED CONTINENTAL: Gives Q2/Full Year 2011 Projections
UNITED CONTINENTAL: Paid $21MM+ to Smisek, Tilton in 2010
UNITED GILSONITE: Court Approves Alu & Associates as Accountants

UNITED GILSONITE: Court Approves Garden City as Claims Agent
UNITED GILSONITE: Court Okays K&L as Special Insurance Counsel
WASHINGTON MUTUAL: U.S. Trustee Appoints Equity Holders Committee
WENTWORTH HILLS: To Reopen Golf Course After Year Off
WHITEROAD LLC: Case Summary & 5 Largest Unsecured Creditors

WOLVERINE TUBE: Voting Cutoff Set May 23; June 2 Plan Hearing Set
WOLVERINE TUBE: Files Form T-3; Issuing New Notes to Noteholders
WESTBURY COMMUNITY: Involuntary Chapter 11 Case Summary
ZALE CORP: Extends Maturity of $120MM Credit Facility to 2014

* States Face $1.26 Trillion in Retiree Benefit Shortfalls
* Finance Professionals See No Change in Municipal Defaults

* High Court Wants More Disclosure From Distressed-Debt Investors

* BOOK REVIEW: The Executive Guide to Corporate Bankruptcy


                            *********


166 WEST: Case Summary & 8 Largest Unsecured Creditors
------------------------------------------------------
Debtor: 166 West 129th St. Realty Corp.
        10 Fiske Place, Suite 317
        Mount Vernon, NY 10550

Bankruptcy Case No.: 11-22798

Chapter 11 Petition Date: April 26, 2011

Court: U.S. Bankruptcy Court
       Southern District of New York (White Plains)

Judge: Robert D. Drain

Debtor's Counsel: Joel M. Shafferman, Esq.
                  SHAFFERMAN & FELDMAN, LLP
                  286 Madison Avenue, Suite 502
                  New York, NY 10017
                  Tel: (212) 509-1802
                  Fax: (212) 509-1831
                  E-mail: joel@shafeldlaw.com

Estimated Assets: $0 to $50,000

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

A list of the Company's eight largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/nysb11-22798.pdf

The petition was signed by Cynthia Plummer, president.


1900-1902 VAN: Case Summary & 13 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: 1900-1902 Van Ness LLC
        1902 Van Ness Avenue, Third Floor
        San Francisco, CA 94109

Bankruptcy Case No.: 11-31571

Chapter 11 Petition Date: April 25, 2011

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

Judge: Dennis Montali

Debtor's Counsel: Reno F.R. Fernandez, Esq.
                  MACDONALD AND ASSOC.
                  221 Sansome St.
                  San Francisco, CA 94104
                  Tel: (415) 362-0449
                  E-mail: r.fernandez@macdonaldlawsf.com

Scheduled Assets: $4,647,110

Scheduled Debts: $3,837,795

A list of the Company's 13 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/canb11-31571.pdf

The petition was signed by Ronald J. O'Connor, managing member.


A.F. EVANS: Bayside Communities Acquires 20 Properties
------------------------------------------------------
Bayside Communities, LLC, said it has acquired the general partner
interests in 20 multi-family properties that were part of bankrupt
A.F. Evans Development, Inc.'s affordable/senior housing
portfolio.  The properties total 2,135 units and are located in
California, Washington and Oregon.  Bayside Communities will be
acquiring general partner interests in another 12 properties from
the A.F. Evans portfolio as consents are obtained in the next few
weeks.

Included in the deal was the property management arm of the
bankrupt development company, Evans Property Management, Inc., and
it will operate as EPMI, a Bayside Company, under the management
of Debbie Weber.  Ms. Weber previously served as president of
Evans Property Management, and she will continue in that role with
EPMI. EPMI will manage the 20 acquired properties along with an
additional 47 fee-based managed properties totaling 7,300 units.
The current 300 staff members of the firm will also join the new
management company under Weber's leadership.

"We were very attracted to this transaction, as well as Debbie's
leadership, because it represents an excellent business
opportunity that also fulfills an important social mission," said
Marc Luzzatto, Co-Chairman and majority owner of Bayside
Communities.  "We look forward to finding more 'doing well by
doing good' opportunities as we expand the EPMI/Bayside business."

"This major multi-family acquisition includes a stable affordable
housing portfolio that has been well-managed to provide reasonably
priced rental units for thousands of people throughout the Western
states," said Michael Barker, Co-Chairman of Bayside Communities.
"Our goal is to ensure a stable management platform for the
portfolio we are acquiring as well as the many properties managed
for institutional investors and other owners."  Over the next five
years, Bayside Communities has plans to acquire and secure
management contracts on more than 20,000 affordable and senior
rental units.

Bayside Communities LLC, and EPMI, a Bayside Company, and its
affiliates were formed to own and manage properties in the Western
and Southwestern United States and to search for additional
affordable housing acquisition and development opportunities.

                     About Bayside Communities

Bayside Communities, LLC, is a company formed to acquire the
affordable housing assets of A.F. Evans Company, while Bayside
Management, LLC is the Bayside affiliate formed to manage the
assets being acquired by Bayside Communities along with other fee-
managed properties.  Affiliates of Southern California-based The
Luzzatto Company, Inc., Barker Pacific Group, Inc., and Lion Real
Estate Group, LLC are the investors in the Bayside entities.
Michael Barker and Marc Luzzatto will serve as the Co-Chairmen
overseeing Bayside Communities and EPMI/Bayside Management
Company.  Debbie Weber will report to Jeff Weller and Mory Barak
who will serve as co-CEO's of the new firm.

                            A.F. Evans

A.F. Evans Company, Inc. -- http://www.afevans.com/-- is a
property developer based in Oakland, Calif.  The Company sought
Chapter 11 protection (Bank. N.D. Calif. Case No. 09-41727) on
March 5, 2009.  Eric A. Nyberg, Esq., at Kornfield, Nyberg, Bendes
and Kuhner, represents the Debtor in its restructuring effort.
The Debtor estimated assets of less than $50,000 and debts of
$100 million to $500 million in its chapter 11 petition.


ALABAMA AIRCRAFT: Proposing Auction Procedures Without Buyer
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Alabama Aircraft Industries Inc. is setting up
procedures to sell the business by June because it projects
running out of cash by July at the latest.  No buyer is currently
under contract.  There will be a hearing on May 3 for approval of
auction and sale procedures.  The Company wants bids by June 3,
followed by a June 7 auction and a sale-approval hearing June 13.
If an investor turns up in the meantime, the company says it would
reorganize. Otherwise, it needs to sell.  AAI says it has been
unable to attract financing for the Chapter 11 case begun in
February.

According to Mr. Rochelle, the operating report for March showed a
$1.63 million net loss on sales of $1.89 million.  The cost of
sales in the month was $2.82 million.

                      About Alabama Aircraft

Alabama Aircraft Industries Inc. --
http://www.alabamaaircraft.com/-- provides aircraft maintenance
and modification services for the U.S. government and military
customers.  Its 190-acre facility, including its corporate
offices, is located at the Birmingham International Airport in
Birmingham, Alabama.  The Company currently has 92 salaried
employees and 234 hourly employees.  About 251 hourly employees
were furloughed since Jan. 1, 2010.

Alabama Aircraft filed for Chapter 11 bankruptcy protection
(Bankr. D. Del. Case No. 11-10452) on Feb. 15, 2011.  Two
subsidiaries also filed -- Alabama Aircraft Industries, Inc.-
Birmingham (Case No. 11-10453) and Pemco Aircraft Engineering
Services, Inc. (Case No. 11-10454).

The Company said that the primary goal of the Chapter 11 filing is
to address long-term indebtedness and, in particular, long-term
pension obligations under the terms of its pension plan.  The
Company said it would likely cease operations by April 15,
2011, absent the elimination of its obligations under the pension
plan.  The Company owes $68.5 million to the Pension Benefit
Guaranty Corp.

Joel A. Waite, Esq., and Kenneth J. Enos, Esq., at Young, Conaway,
Stargatt & Taylor, in Wilmington, Delaware, serve as counsel to
the Debtors.

Alabama Aircraft estimated assets and debts of $1 million to
$10 million as of the Chapter 11 filing.


ALABAMA AIRCRAFT: Pursues Potential Buyers to Keep Afloat
---------------------------------------------------------
Russell Hubbard at the Birmingham News reports that Alabama
Aircraft Industries Inc. is pulling out all the stops in a bid to
stay in business, including courting prospective investors and
asset purchasers for the employer of 325 people at the Birmingham-
Shuttlesworth International Airport.

According to the report, the Company had identified numerous
potential partners, investors or acquirers.  Initial due diligence
by some of them is under way.  "Debtors have compiled a list of
parties that may be interested in financing, partnering with, or
otherwise purchasing the debtor's assets.  In many respects, the
potential parties overlap," the Company said in court documents.

Mr. Hubbard says a new investor or outsider taking a stake during
bankruptcy might secure the future of the well-paying jobs
refurbishing military aircraft.

According to the Birmingham News,  the Company hasn't filed
financial statements with investors since 2008, when it lost
$5.8 million on sales of $53.5 million.  The Company, whose shares
trade on the Pink Sheets bulletin board system, has said 78% of
costs are tied to wages, medical benefits and the union pension
plan.

Alabama Aircraft, the Birmingham News relates, is operating while
in bankruptcy by using cash on hand, which it gets periodic
permission from the court to use.  The recent filing said the next
request for using cash collateral will be early next month.

                      About Alabama Aircraft

Alabama Aircraft Industries Inc. --
http://www.alabamaaircraft.com/-- provides aircraft maintenance
and modification services for the U.S. government and military
customers.  Its 190-acre facility, including its corporate
offices, is located at the Birmingham International Airport in
Birmingham, Alabama.  The Company currently has 92 salaried
employees and 234 hourly employees.  About 251 hourly employees
were furloughed since Jan. 1, 2010.

Alabama Aircraft filed for Chapter 11 bankruptcy protection
(Bankr. D. Del. Case No. 11-10452) on Feb. 15, 2011.  Two
subsidiaries also filed -- Alabama Aircraft Industries, Inc.-
Birmingham (Case No. 11-10453) and Pemco Aircraft Engineering
Services, Inc. (Case No. 11-10454).

The Company said that the primary goal of the Chapter 11 filing is
to address long-term indebtedness and, in particular, long-term
pension obligations under the terms of its pension plan.  The
Company said it would likely cease operations by April 15,
2011, absent the elimination of its obligations under the pension
plan.  The Company owes $68.5 million to the Pension Benefit
Guaranty Corp.

Joel A. Waite, Esq., and Kenneth J. Enos, Esq., at Young, Conaway,
Stargatt & Taylor, in Wilmington, Delaware, serve as counsel to
the Debtors.

Alabama Aircraft estimated assets and debts of $1 million to
$10 million as of the Chapter 11 filing.


ALBAUGH INC: Fitch Assigns 'B+' Issuer Default Rating
-----------------------------------------------------
Fitch Ratings assigns these initial ratings to Albaugh, Inc.:

   -- Issuer Default Rating (IDR) 'B+';

   -- Senior secured credit facilities 'BB+/RR1';

   -- Planned senior unsecured notes 'BB-/RR3'.

The Rating Outlook is Stable.

The company plans to issue up to $300 million senior unsecured
debt.  The notes are expected to be issued by Albaugh Netherlands
BV.  They will be guaranteed by Albaugh and Atanor S.C.A., the
company's main subsidiary in Latin America.

The ratings are based on the company's position as one of the
largest manufacturer of generic crop protection products including
glyphosate and 2, 4-D herbicides in North and Latin America.
Agrochemicals accounted for 73% of fiscal 2010 net sales of $891
million.  The balance was generated from basic chemicals (14% of
sales) and sugar (13%) in Latin America.

Short term, Fitch expects that Albaugh will benefit from high
prices for crop, which will result in good farm economics. This
trend will stimulate the planting of crop and, in turn, the use of
crop protection products.

Long term, Fitch anticipates that the company's results will be
supported by favorable agrochemicals industry drivers such as
increasing food production needed to feed a growing global
population, increasing meat consumption in emerging countries
triggering crop use as animal feed, and the competitive use of
crop as fuel.  At the same time, the acreage available for crop
planting will not increase meaningfully, implying that the
increasing demand must be met with higher yield per available
acre.  The required yield can only be achieved by using crop
protection products alongside fertilizers and hybrid seeds.

Albaugh is particularly well positioned through its presence in
Latin America, which accounted for 53% of net sales in fiscal
2010.  The region continues to have the fastest regional growth
rates, particularly in the company's core countries Brazil and
Argentina.  The company's focus on off-patent, non-branded
products further supports good prospects, as these gained
significant market share over the past decade.  This trend is
expected to continue as patented crop protection products valued
at approximately $9 billion or 25% of the current industry at
market prices will come off-patent over the next decade.

The ratings are constrained by the limited pricing and margin
upside of generic herbicides, insecticides and fungicides. Off-
patent products are typically exposed to price-driven competition
from me-too manufacturers including suppliers from China.
Specifically for Albaugh, pricing pressure is exacerbated by the
reset of glyphosate at non-branded pricing levels, which also
adversely impacted prices for other pesticides. In fiscal 2010,
glyphosate accounted for approximately 38% of net sales.

The planned up to $300 million issuance increases the company's
pro forma gross debt to EBITDA leverage to 3.9 times (x) from
3.5x. Up to $20 million of the proceeds is earmarked as
distributions to shareholders, while the bulk of the proceeds will
be used to refinance existing indebtedness.

Despite the inherent risk of volatile agricultural commodity
prices and potentially adverse weather periods affecting the
harvest around the world, the recommended Outlook is Stable, based
on Albaugh's solid liquidity, consisting of $42 million cash pro
forma the debt issuance and up to $90 million available under the
company's asset-based loan (ABL) facility maturing 2013.
Additional liquidity support is provided by working capital credit
facilities in Latin America.  Fitch notes that the envisaged $300
million extends the maturity profile with all debt coming due in
2018 compared to $157 million short-term and almost all of the
remaining $90 million medium-term (2012-2015).  2010 free cash
flow was approximately $5 million, based on $50 million cash flow
from operations, $37 million capital expenditures and $8 million
distributions to shareholders.  Fitch expects the company to
remain free cash flow positive, which should at least maintain the
company's credit profile including its leverage at current levels.

Fitch's Recovery Rating of 'RR1' for Albaugh's senior secured and
revolving asset-based credit facility including the revolving
swing line indicates outstanding recovery prospects (91%-100%) for
the lenders.  The Recovery Rating of 'RR3' for Albaugh's planned
up to $300 million senior unsecured notes indicates good recovery
prospects (51%-70%) for holders of the notes.  Fitch applied a
Going Concern Enterprise Value analysis for these Recovery
Ratings.

Catalysts for a ratings upgrade or a Positive Outlook would be
better than expected operating results that result in higher
margins and cash flow, while proceeds are used to reduce debt and
leverage of the company.

Catalysts for a ratings downgrade or Negative Outlook would be
changes to the company's capital structure that translate in
higher debt and leverage, or significantly weaker than expected
operating results.


ALERIS INT'L: Expresses Plan to Become Public Company
-----------------------------------------------------
Robert Schoenberger at The Plain Dealer reports that Aleris
International said it plans to become a public company again.

The Plain Dealer notes that in the last seven years, Aleris also
has gone through mergers, buyouts from private equity firms,
bankruptcy and restructuring.

According to the report, the Company's registration statement,
filed Tuesday, doesn't yet list how many shares it plans to sell,
how much money it hopes to raise, which investment banks will
underwrite the deal or when a possible initial public offering
could take place.

Mr. Schoenberger says Aleris said in its statement filed with the
SEC, it plans to use the proceeds from the IPO to fund operations
and to invest in a joint-venture aluminum mill in China.  The
company didn't say why it is choosing to start the IPO process
now, but executives have been hinting about an IPO since late last
year.

                     About Aleris International

Beachwood, Ohio-based Aleris International, Inc., is a global
manufacturer of aluminum products, serving primarily the
aerospace, building and construction, containers and packaging,
metal distribution, and transportation industries.  Through its 42
production facilities located across North America, Europe, and
China, the company specializes in the manufacture and sale of
aluminum rolled and extruded products; aluminum recycling; and
specification alloy manufacturing.  Its operations are split into
three reporting segments: Rolled Products North America (30% of
fiscal 2009 revenues), Recycling and Specification Alloys Americas
(19%), and Europe (51%).  During the 12 months ended Sept. 30,
2010, Aleris generated approximately $3.9 billion of revenues.

Aleris and various affiliates filed for bankruptcy (Bankr. D. Del.
Lead Case No. 09-10478) on Feb. 12, 2009.  The Hon. Brendan
Linehan Shannon presided over the cases.  Stephen Karotkin, Esq.,
and Debra A. Dandeneau, Esq., at Weil, Gotshal & Manges LLP in New
York, served as lead counsel for the Debtors.  L. Katherine Good,
Esq., and Paul Noble Heath, Esq., at Richards, Layton & Finger,
P.A., in Wilmington, Delaware, served as local counsel.  Moelis &
Company LLC, acted as financial advisors; Alvarez & Marsal LLC as
restructuring advisors, and Kurtzman Carson Consultants LLC as
claims and noticing agent for the Debtors.  As of Dec. 31,
2008, the Debtors had total assets of US$4,168,700,000; and total
debts of US$3,978,699,000.

Judge Shannon confirmed Aleris' First Amended Plan of
Reorganization on May 13, 2010.  Aleris emerged from Chapter 11
protection on June 1, 2010.

Almaden Minerals Ltd. announced via Marketwire that in its audited
financial statements filed in March 2011 for the year ended Dec.
31, 2011, in accordance with recently update Canadian auditing
standards, the auditor's report contained a paragraph titled
"Emphasis of Matter":

   Without qualifying our opinion, we draw attention to Note 1 in
   the consolidated financial statements which indicates that the
   Company incurred a net loss of $3.5 million during the year
   ended Dec. 31, 2010.  These conditions, along with other
   matters as set forth in Note 1, indicate the existence of
   material uncertainties that may cast significant doubt about
   the Company's ability to continue as a going concern.

Under the rules of the NYSE Amex Stock Exchange any such note in
an Auditor's Report is required to be announced.  The Emphasis of
Matter paragraph is now required to be included in Canadian audit
reports for companies which do not have positive cash flows
presently or in the short term.

For greater clarification, the Company also notes that, as
previously announced, it has early adopted International Financial
Reporting Standards effective Jan. 1, 2010, and therefore 2011
will be the second year in which Almaden has prepared and reported
its financial position and results of operations under IFRS.  The
audited annual financial statements of Almaden which were filed on
SEDAR on March 31, 2011 were also prepared under IFRS.  In
preparing these quarterly and annual financial statements,
management has amended certain accounting and measurement methods
previously applied in the financial statements of the Company
prepared under Canadian generally accepted accounting principles.
In the opinion of management, these differences, which are
described in Note 19 to the 2010 audited annual consolidated
financial statements of Almaden, did not result in significant
adjustments to the financial position and results of operations of
the Company other than the reclassification of certain balances
within shareholders' equity into specified reserve accounts as
certain account terminologies are different under IFRS.

In addition, effective for the Company's year ended Dec. 31, 2010,
auditing standards in Canada changed from historic Canadian
auditing standards to Canadian Auditing Standards.  With the new
CAS standards, came new guidance requiring an auditor to include
the "emphasis of matter" paragraph in the standard auditors'
report when an auditor concludes that the use of the going concern
assumption is appropriate in the circumstances but a material
uncertainty exists.  Previous Canadian auditing standards did not
require this paragraph in the auditors' report when such matters
were adequately described in the notes to the financial statement.
As a result the auditors' report dated March 25, 2011 on the
Company's 2010 financial statements prepared under these new
standards includes this emphasis of matter paragraph as the
Company is an exploration stage enterprise and its liquidity is
ultimately dependent on its ability to obtain necessary financing
as required, developing or selling its exploration properties, and
ultimately achieving profitable operations.

Almaden's exploration model may never show financial statement
profitability but the Company has a history of success in other
ways which are more important for Almaden, that are reflected in
the Company's share price.  By way of background, Almaden has no
debt, C$29.1 million in working capital at Dec. 31, 2010 and 55.5
million common shares issued and outstanding.  Almaden Resources
Corp., a predecessor to Almaden, was founded by Almaden chairman
Duane Poliquin and originally taken public in 1986.  From that
time to present has successfully followed a prospecting business
model whereby the Company locates and acquires prospective mineral
properties and options them to other companies who can then earn
an interest in them by completing further exploration work at
their expense.  By employing this business model Almaden has
continually been able to raise funds necessary to advance the
exploration projects and acquire new ones during this 25 year
history under the leadership of Chairman Duane Poliquin and CEO
Morgan Poliquin.  During 2010, the Company expanded this business
model by more aggressively exploring several of its projects.
This resulted in a significant gold-silver discovery in Mexico at
the Company's 100% owned Ixtaca Property as indicated by drilling
results announced during the past six months.  The Company has
announced a C$2 million drill program to explore and develop its
Ixtaca gold-silver project.

The Company also maintains a large portfolio of 100% owned
exploration projects, option and joint venture agreements which
will be advanced in 2011.  At present two of Almaden's exploration
projects, Caballo Blanco and Caldera, have drilling programs
underway that are being conducted by partners at their sole
expense.  The Company also seeks to capitalize its mineral
properties where appropriate.  On February 16th, 2011 Almaden
announced it had entered into an Asset Sale Agreement, subject to
regulatory approval, under which Beanstalk Capital Inc.
("Beanstalk") will acquire 100% of Almaden's wholly owned Elk gold
deposit, British Columbia (Almaden will retain a 2% NSR in the Elk
project).  Under the terms of this Agreement, Almaden will receive
37 million common shares of Beanstalk.  This transaction is
demonstrative of Almaden's ability to manage exploration risk and
create value through the development of its early stage properties
with management's technical expertise.  The sale of Elk allows
management to focus time and resources on advancing the company's
Ixtaca gold-silver discovery.

By way of payments to Almaden under mineral property agreements,
Almaden holds marketable securities with a market value of C$1.85
million and an investment with a fair value of C$2.2 million, both
at Dec. 31, 2010. Almaden also holds an investment in gold bullion
of 1,597 ounces of gold.

                          About Almaden

Almaden (TSX: AMM)(NYSE Amex: AAU) is a mineral exploration
company working in North America.  The company has assembled
mineral exploration projects, including the Ixtaca Zone, through
its grass roots exploration efforts. While the properties are
largely at early stages of development they represent exciting
opportunities for the discovery of significant gold and copper
deposits as evidenced at Ixtaca. Currently six projects (Caldera,
Caballo Blanco, Tropico, Nicoamen River, Matehuapil and Merit),
are optioned to separate third parties who each have the right to
acquire an interest in the respective project from Almaden through
making certain payments and exploration expenditures.  Four
further projects are held in joint ventures. Almaden also holds a
2% NSR interest in 11 projects.


AMBAC FINANCIAL: Judge Hits Dewey & LeBoeuf With 10% Fee Holdback
-----------------------------------------------------------------
Eric Hornbeck at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Shelley C. Chapman imposed a 10% holdback on professional
fees Wednesday until Ambac Financial Group Inc.'s bankruptcy
proceedings are finalized, splitting the difference between
demands by the government and Ambac's attorneys at Dewey & LeBoeuf
LLP.

                       About Ambac Financial

Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provided financial guarantees and
financial services to clients in both the public and private
sectors around the world.

Ambac Financial filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
10-15973) in Manhattan on Nov. 8, 2010.  Ambac said it will
continue to operate in the ordinary course of business as "debtor-
in-possession" under the jurisdiction of the Bankruptcy Court and
in accordance with the applicable provisions of the Bankruptcy
Code and the orders of the Bankruptcy Court.

Ambac's bond insurance unit, Ambac Assurance Corp., did not file
for bankruptcy.  AAC is being restructured by state regulators in
Wisconsin.  AAC is domiciled in Wisconsin and regulated by the
Office of the Commissioner of Insurance of the State of Wisconsin.
The parent company is not regulated by the OCI.

Ambac's consolidated balance sheet -- which includes non-debtor
Ambac Assurance Corp -- showed $30.05 billion in total assets,
$31.47 billion in total liabilities, and a $1.42 billion
stockholders' deficit, at June 30, 2010.

On an unconsolidated basis, Ambac said in a court filing that it
has assets of ($394.5 million) and total liabilities of $1.6826
billion as of June 30, 2010.

Bank of New York Mellon Corp., as trustee to seven different types
of notes, is listed as the largest unsecured creditor, with claims
totaling about $1.62 billion.

Peter A. Ivanick, Esq., Allison H. Weiss, Esq., and Todd L.
Padnos, Esq., at Dewey & LeBoeuf LLP, serve as the Debtor's
bankruptcy counsel.  The Blackstone Group LP is the Debtor's
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and notice agent.  KPMG LLP is tax consultant to the Debtor.

Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller,
Esq., at Morrison & Foerster LLP, in New York, serve as counsel to
the Official Committee of Unsecured Creditors.  Lazard Freres
& Co. LLC is the Committee's financial advisor.


APPLESEED'S INTERMEDIATE: Creditors Sue Golden Gate Over Transfers
------------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trust created for creditors of subsidiaries of
Orchard Brands Corp. filed a lawsuit in bankruptcy court yesterday
against affiliates of Golden Gate Capital Corp., the private
equity investor that bought the retailer in a leveraged buyout in
April 2007.  The fraudulent transfer suit contends that Golden
Gate made the company insolvent with $500 million in new secured
debt and a $310 million dividend given to the investors along with
completion of the acquisition.

According to the report, the suit alleges that the dividend and
the new debt were founded on "baseless" projections about
profitability.  The suit also seeks to recover millions in
transaction and management fees that the operating companies were
required to pay following the LBO.

Mr. Rochelle relates that the complaint lays out details about the
$725.1 million in financing that resulted from the LBO.  All but
$73.3 million was secured.

Large swaths of the complaint are redacted, so the public cannot
read some details about alleged misconduct or facts underlying the
complaint.

                   About Appleseed's Intermediate

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

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

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

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

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

The Orchard Brands subsidiaries implemented their reorganization
plan after obtaining confirmation of the plan on April 14.  While
reducing debt by $420 million, the plan created the creditors'
trust that filed the suit.  The plan was part of a prepackaged
reorganization.


APPLIANCE NOW: Files to Reorganize in Florida
---------------------------------------------
Appliance Now Inc., an appliance retailer with eight locations in
Florida, filed for Chapter 11 protection (Bankr. M.D. Fla. Lead
Case No. 11-05867) on April 21 in Orlando, owing $10.3 million to
secured lenders affiliated with appliance makers.

According to Bill Rochelle, the bankruptcy columnist at Bloomberg
News, the Company blamed the filing on the recession.

Nine affiliates, including Appliance Direct Management, Inc. (Case
No. 11-05869), also filed for Chapter 11.  According to the
Orlando Sentinel, Appliance Direct has more than $11 million in
debt and $6 million in assets.

Gross revenue last year was between $35 million and $38 million.
The inventory is $5.5 million.

The Company, according to the Orlando Sentinel, blamed its
financial woes on the economy and an unsuccessful expansion
effort.  The Company has closed many of its stores, including
about 15 that Shuker said it opened after taking over leases from
another appliance chain called Rex.

The Company has eight stores left -- in Altamonte Springs, Winter
Garden, Fruitland Park, Merritt Island, Kissimmee, Melbourne,
Union Park, and Port St. John.  They will remain open, according
to the Company.

The Orlando Sentinel recounts that delivery truck drivers filed
lawsuits in 2008 and 2009 in federal court alleging overtime-pay
violations against one of Appliance Direct's companies, now named
GROJ of the West.  In one case, a judge had awarded the plaintiffs
$126,574 and an additional $ 66,342 in attorney's fees.  GROJ of
the West ended up filing for Chapter 7 bankruptcy.


APPLIANCE NOW: Case Summary & 6 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Appliance Now, Inc
        397 N. Babcock Street
        Melbourne, FL 32935

Bankruptcy Case No.: 11-05867

Affiliates that simultaneously sought Chapter 11 protection:

        Entity                        Case No.
        ------                        --------
Appliance Direct Management, Inc      11-05869
AD-Altamonte, Inc                     11-05870
AD-Fruitland Park, Inc                11-05872
AD-Kissimmee, Inc                     11-05874
AD-Melbourne, Inc                     11-05875
AD-Merritt, Inc                       11-05876
AD-PSJ, Inc                           11-05878
AD-Union Park, Inc                    11-05879
AD-Winter Garden, Inc                 11-05881

Chapter 11 Petition Date: April 21, 2011

Court: U.S. Bankruptcy Court
       Middle District of Florida (Orlando)

Judge: Karen S. Jennemann

Debtor's Counsel: R. Scott Shuker, Esq.
                  Justin M. Luna, Esq.
                  Jason H. Klein, Esq.
                  LATHAM SHUKER EDEN & BEAUDINE LLP
                  390 North Orange Avenue, Suite 600
                  Orlando, FL 32801
                  Tel: (407) 481-5800
                  Fax: (407) 481-5801
                  E-mail: bankruptcynotice@lseblaw.com

Appliance Now's Assets and Debts:

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

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

A list of Appliance Now's six largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/flmb11-05867.pdf

The petitions were signed by Sel Hwan Pak, chief executive
officer.

Affiliate that previously sought Chapter 11 protection:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
GROJ of the West, Inc.                10-09695            06/02/10


ARIES INSURANCE: Court Orders Owners to Pay Fla. $76 Million
------------------------------------------------------------
Mike Cherney at Bankruptcy Law360 reports that a Florida state
court ordered the former owners of now-defunct Aries Insurance Co.
Inc. to pay the state $76 million after two public insurance funds
were forced to cover the Company's claims, a Florida official
said.

According to Law360, Florida Chief Financial Officer Jeff Atwater
said Aries left about 58,000 policyholders and creditors in the
lurch when it was ordered into receivership in 2002.  The Florida
Insurance Guaranty Association and the Florida Workers'
Compensation Insurance Guaranty Association were required to pay
their claims when the company became insolvent, Law360 says.

Aries Insurance Co. was an insurer.  In May 2002, Aries was
ordered by a court to stop writing policies, and it subsequently
agreed to stop renewal of policies in the summer.  A judge in
November ordered the Company into liquidation.  Regulators
concluded that Aries' liabilities are more than $100 million, and
its assets and receivables are less that $45 million.


ASA IMAGING: Case Summary & 18 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: ASA Imaging Of Indiana LLC
        4319 W. Clara Lane, Suite 117
        Muncie, IN 47304

Bankruptcy Case No.: 11-05240

Chapter 11 Petition Date: April 27, 2011

Court: U.S. Bankruptcy Court
       Southern District of Indiana (Indianapolis)

Judge: Anthony J. Metz, III

Debtor's Counsel: Eric C. Redman, Esq.
                  REDMAN LUDWIG PC
                  151 N. Delaware Street, Suite 1106
                  Indianapolis, IN 46204
                  Tel: (317) 685-2426
                  E-mail: ksmith@redmanludwig.com

Scheduled Assets: $1,105,156

Scheduled Debts: $2,789,182

A list of the Company's 18 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/insb11-05240.pdf

The petition was signed by Arden Johnson, member.


ATLANTIC BROADCASTING: Owners Could Keep Control Absent Rival Bid
-----------------------------------------------------------------
Elaine Rose at pressofAtlanticCity.com reports that five southern
New Jersey radio stations on the auction block could be mostly
taken over by the same owner if no other qualified bidders came
forward by the April 28 deadline.

According to the report, U.S. Bankruptcy Court filings show
Boardwalk Radio LLC of Syosset, N.Y., has contracted to buy the
stations for $3 million to help satisfy about $8 million of debt
incurred by Atlantic Broadcasting LLC of Linwood.  There is a
nearly 96% overlap of ownership between the two companies.

But, according to the report, Atlantic Broadcasting attorney
Joshua Klein of Fox Rothschild in Philadelphia said Wednesday that
the contract is not a done deal; other parties have pre-qualified
to submit bids.

If any other parties do submit qualified bids by the close of
business Thursday, an auction will be held May 4, 2011, in
Atlantic City, Klein said.  A court hearing to approve the sale is
scheduled for May 5, 2011, in Camden.

According to pressofAtlanticCity.com, Atlantic Broadcasting has
more than $8 million in debt of which $6.8 million of that is
secured debt to Sun National Bank and about $1.3 million is
unsecured debt to other creditors.  While Sun National Bank will
receive most of the funds raised through the sale, some has been
set aside for the other creditors, who will probably receive
pennies on the dollar.  "We filed a plan of liquidation which
specifies how the proceeds get split up," the report quotes
Mr. Klein as saying.  "Under the circumstances, it's a good case
for them, because they would have gotten nothing," if Sun National
had foreclosed on the assets.

The five radio stations up for sale are: WTKU-FM 98.3, playing
classic hits, classic rock station WMGM-FM 103.7, Spanish station
WBSS-AM 1490, News-talk station WOND-Am 1400 and Top 40 station
WWAC-FM 102.7.

                  About Atlantic Broadcasting

Atlantic Broadcasting, based in Linwood, New Jersey, operates five
stations that cover Atlantic City and Cape May, New Jersey.  The
business was purchased in 2008 by Northwood Ventures LLC which
retains 88% of the stock.

Atlantic Broadcasting of Linwood filed for Chapter 11 protection
on Dec. 20, 2010 (Bankr. D. N.J. Case No. 10-49149).  Joshua T.
Klein, Esq., at Fox, Rothschild LLP, in Philadelphia, serves as
counsel to the Debtor.

The Debtor estimated assets and debts of $1 million to $10 million
in its chapter 11 petition.  Secured lender Sun National Bank is
owed $6.3 million.  There are $1.2 million in unsecured claims,
according to a court filing.


AURASOUND INC: Vidian Tran Resigns from Board of Directors
----------------------------------------------------------
Vidian Tran resigned from her position as a director of AuraSound,
Inc.  Ms. Tran resigned for personal reasons.  Ms. Tran did not
have any disagreement with the Company with regard to any of the
Company's policies, operations or practices.

                       About AuraSound, Inc.

Santa Ana, Calif-based AuraSound, Inc. (OTC BB: ARUZE) --
http://www.aurasound.com/-- develops, manufactures, and markets
audio products.  AuraSound's products include TV soundbars, high-
drivers for TVs and laptops, subwoofers, and tactile transducers.

The Company's balance sheet at Dec. 31, 2010, showed
$45.59 million in total assets, $39.94 million in total
liabilities, and $5.65 million in stockholders' equity.

                           Going Concern

Kabani & Company, Inc., in Los Angeles, expressed substantial
doubt about the Company's ability to continue as a going concern
following the fiscal 2010 results.  The independent auditors noted
that during the year ended June 30, 2010, the Company incurred a
net loss of $2.2 million, and had negative cash flow from
operating activities of $202,383.

As of Dec. 31, 2010, the Company has an accumulated deficit of
$36,937,503, negative working capital of $4,716,502 and has
reported significant losses over the past several years.  During
the six-month period ended Dec. 31, 2010 the Company recorded a
net income of $1,014,895 and had net cash provided by operating
activities of $627,713.  According to the Form 10-Q for the
quarter ended Dec. 31, 2010, "The move to profitability and
positive cash flow is a directly result of the execution of new
management's post acquisition business plan to cut costs on all
business lines, hold and spread overhead costs against a larger
revenue base and to continue to move toward sustained
profitability.  However, there can be no assurance that the
Company can sustain profitability or positive cash flows from
operations.  As such, if the Company is unable to generate
positive net income and unable to continue to obtain financing for
its working capital requirements, it may have to curtail its
business sharply or cease business altogether."


BANK OF GRANITE: Plans to Merge Into FNB United
-----------------------------------------------
Bank of Granite Corp., parent company of Bank of Granite, and FNB
United Corp., parent company of CommunityOne Bank, N.A., plans to
merge, contingent on shareholder, regulatory and other approvals,
the successful recapitalization of FNB United and other
conditions.  The merger of these 100-year-old institutions will
create a North Carolina community banking organization with
approximately $2.9 billion in assets, $2.4 billion in deposits and
63 full-service banking offices located in some of the state's
most robust markets.  The combined parent company will be called
FNB United Corp., and will be operated by new management, led by
Brian Simpson as Chief Executive Officer and Bob Reid as
President.  FNB United will be headquartered in Asheboro, N.C.
The transaction is expected to close during the third quarter of
2011.  Thereafter, the two bank subsidiaries (CommunityOne and
Bank of Granite) will be operated as separate entities until a
future date, after which the merged bank will be named
CommunityOne BANK, N.A.

As part of this transaction, The Carlyle Group and Oak Hill
Capital Partners, two private equity firms with a history of
successful investing in the financial services sector, have each
entered into definitive agreements with FNB United to invest $77.5
million in the common stock of FNB United subject to the
conditions set forth in the agreements as part of a $310 million
private placement of FNB United's common stock.  The Carlyle Group
and Oak Hill Capital Partners will each receive approximately 484
million shares of common stock at the closing not to exceed 24.9
percent of the then-outstanding shares of common stock, valued at
$0.16 a share.

John Bray, Chairman of Bank of Granite, said, "Bank of Granite and
CommunityOne share many synergies, including the top priority of
providing excellent and reliable banking services to our local
communities.  Both institutions have enjoyed great successes and
weathered challenging times for more than a century, and the
announcements today will help position both companies for the
future."

Jim Campbell, Chairman of FNB United, said, "The past few years
have presented FNB United with significant challenges, and through
this proposed merger we will embrace a new way forward from a
position of strength.  We are excited that the prospective
management team is led by native North Carolinians, Brian Simpson
as Chief Executive Officer and Bob Reid as President, who will
provide exceptional leadership for this new institution."

                          New Management

Mr. Simpson is a former senior executive and Operating Committee
member at First Union Corporation with 17 years of banking
experience.  During his career, he was responsible for leading
segments of First Union's capital markets activities.  Mr. Simpson
was also responsible for balance sheet management, including
interest rate sensitivity, funding and liquidity management.

Mr. Reid has 30 years of financial services experience with
extensive leadership roles in community banking, retail banking,
corporate banking, commercial banking, business banking, real
estate finance, capital management and wealth management at
Wachovia Corporation and its predecessor, First Union.  Mr. Reid
held numerous regional leadership positions throughout his career
with Wachovia and First Union in Pennsylvania, Delaware, New
Jersey, New York, Connecticut, Tennessee and North Carolina.

                             New Board

The prospective management team will be supported by a new board
of directors that includes Austin Adams (Chief Information
Officer, JP Morgan Chase, BankOne and First Union); Jerry Licari
(national banking practice leader, KPMG LLP); Chan Martin (retired
treasurer and senior risk executive, Bank of America); and Jerry
Schmitt (former asset/liability committee chairman, First Union).
The new board will also include one representative each from The
Carlyle Group and Oak Hill Capital Partners, and two FNB United
and one Bank of Granite legacy board members.

                          The Transaction

The merger agreement provides that Bank of Granite shareholders
will receive 3.375 shares of FNB's common stock in exchange for
each share of Bank of Granite common stock they own immediately
prior to completion of the merger.

Completion of the merger and The Carlyle Group and Oak Hill
Capital Partners investments are dependent on each other and the
satisfactory completion of a number of other conditions including
the exchange of FNB preferred stock held by the U.S. Treasury for
FNB common stock on the terms specified in the merger and
investment agreements, receipt of regulatory approvals, the
approval of the shareholders of both FNB and Bank of Granite, FNB
United raising $310 million inclusive of The Carlyle Group and Oak
Hill Capital Partners investments, the board and management
structure referenced in the agreements, receipt of advice that the
private placement investments will not impair FNB United's
existing net operating loss deferred tax asset, FNB United and
Bank of Granite meeting specified financial condition requirements
and not having experienced material adverse effects and events,
and other customary closing conditions.  The U.S. Treasury has
issued a letter, dated April 6, 2011, indicating its agreement to
exchange FNB United's preferred stock held by the U.S. Treasury
for FNB common stock having a value equal to the terms specified
in the merger and investment agreements, subject to the execution
of a definitive agreement with the U.S. Treasury, the completion
of the capital raise, and the completion of certain other matters.

                       About FNB United Corp.

FNB United Corp. is the Asheboro, N.C.-based bank holding company
for CommunityOne Bank, N.A. Opened in 1907, CommunityOne Bank
operates 45 offices in 38 communities throughout central, southern
and western North Carolina, and offers a complete line of
consumer, mortgage and business banking services, including loan,
deposit, cash management, wealth management and internet banking
services.

                     About The Carlyle Group

The Carlyle Group is a global alternative asset manager with
$106.7 billion of assets under management committed to 84 funds as
of Dec. 31, 2010.  The Carlyle Group invests across three asset
classes -- corporate private equity, real assets and global market
strategies -- in Africa, Asia, Australia, Europe, North America
and South America focusing on aerospace & defense, consumer &
retail, energy & power, financial services, healthcare,
industrial, infrastructure, technology & business services,
telecommunications & media and transportation.  Since 1987, the
firm has invested $68.7 billion of equity in 1,035 transactions.
The Carlyle Group employs more than 990 people in 19 countries. ON
the Web: http://www.carlyle.com

                  About Oak Hill Capital Partners

Oak Hill Capital Partners is a private equity firm with more than
$8.2 billion of committed capital from leading entrepreneurs,
endowments, foundations, corporations, pension funds and global
financial institutions.  Robert M. Bass is the lead investor.
Over a period of more than 24 years, the professionals at Oak Hill
Capital Partners and its predecessors have invested in more than
60 significant private equity transactions.  Oak Hill Capital
Partners is one of several Oak Hill partnerships, each of which
has a dedicated and independent management team.  These Oak Hill
partnerships comprise over $30 billion of investment capital
across multiple asset classes.  For more information about Oak
Hill Capital Partners, please visit www.oakhillcapital.com.

                       About Bank of Granite

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

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

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

                      Cease and Desist Order

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

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

                       Going Concern Doubt

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

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


BANKATLANTIC BANCORP: Incurs $22.88 Million Net Loss in 1Q 2011
---------------------------------------------------------------
BankAtlantic Bancorp, Inc., reported a net loss of $22.88 million
on $39.50 million of total interest income for the three months
ended March 31, 2011, compared with a net loss of $20.52 million
on $47.78 million of total interest income for the same period
during the prior year.

The Company's balance sheet at March 31, 2011, showed
$4.47 billion in total assets, $4.48 billion in total liabilities
and a $8.73 million total deficit.

BankAtlantic Bancorp's Chairman and Chief Executive Officer, Alan
B. Levan, commented, "Over the last several months, it appears
that the decline in commercial real estate valuations in Florida
has begun to stabilize and in some areas real estate valuations
have actually improved.  Unemployment levels in the state have
stabilized or improved.  As the economic picture in Florida gets
brighter, the prospects for BankAtlantic become brighter as well.
Losses are down (the quarter's results represent the lowest
quarterly loss for BankAtlantic since the third quarter of 2008),
provisions and charge-offs have declined, and fewer loans are
migrating to default status.  Deposits continue to grow, leverage
is low, and nonperforming assets are down.  And our capital
ratios, which have been generally stable since the downturn began
in 2006, are expected to improve during the second quarter of 2011
as a result of the pending sale of BankAtlantic's Tampa branches."

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/vBg0HC

                    About BankAtlantic Bancorp

BankAtlantic Bancorp (NYSE: BBX) --
http://www.BankAtlanticBancorp.com/-- is a bank holding company
and the parent company of BankAtlantic.  BankAtlantic --
"Florida's Most Convenient Bank" with a Web presence at
http://www.BankAtlantic.com/-- has nearly $6.0 billion in assets
and more than 100 stores, and is one of the largest financial
institutions headquartered junior in Florida.  BankAtlantic has
been serving communities throughout Florida since 1952 and
currently operates more than 250 conveniently located ATMs.

The Company reported a net loss of $143.25 million on
$176.31 million of total interest income for the year ended Dec.
31, 2010, compared with a net loss of $185.82 million on $223.59
million of total interest income during the prior year.

                           *    *    *

In September 2010, Fitch Ratings downgraded the long-term Issuer
Default Ratings of BankAtlantic Bancorp. to 'CC' from 'B-' and its
primary operating subsidiary, BankAtlantic FSB to 'CC' from 'B+.
The 'CC' long-term IDR indicates a high default probability.

Fitch said it believes that BBX will likely require external
capital support given the high level of credit costs that continue
to impact BBX's financial performance and erode its existing weak
level of tangible common equity, which stood at just 1.39% at
June 30, 2010.  Although BFSB's regulatory capital levels remain
'well-capitalized', Fitch believes the company needs additional
capital in order to provide absorption for future losses,
particularly since earnings generation on a pre-provision net
revenue basis is weak.

As reported by the TCR on March 1, 2011, Fitch has affirmed its
current Issuer Default Ratings for BankAtlantic Bancorp and its
main subsidiary, BankAtlantic FSB at 'CC'/'C' following the
announcement regarding the regulatory order with the Office of
Thrift Supervision.

BankAtlantic has announced that it has entered into a Cease and
Desist Order with the OTS at both the bank and holding company
level.  The regulatory order includes increased regulatory capital
requirements, limits to the size of the balance sheet, no new
commercial real estate lending and improvements to its credit risk
and administration areas.  Further, the holding company must also
submit a capital plan to maintain and enhance its capital
position.


BANKATLANTIC BANCORP: Obtains Favorable Judgment in Fla. Lawsuit
----------------------------------------------------------------
BankAtlantic Bancorp, Inc., announced that the presiding judge for
the U.S. District Court for the Southern District of Florida
granted the Company's motion for judgment as a matter of law and
entered judgments in favor of the defendants as to all of the
plaintiffs claims in the shareholder class action brought against
BankAtlantic Bancorp and certain of its directors and executive
officers.

On Nov. 18, 2010, the jury in the lawsuit returned a verdict in
favor of shareholders who purchased shares of the Company's Class
A Common Stock during the period from April 26, 2007 to Oct. 26,
2007.  At that time, the Company stated that it believed that the
verdict was contrary to law and would be set aside either by the
Court or on appeal.

BankAtlantic Bancorp's Chairman and Chief Executive Officer, Alan
B. Levan, commented, "We are obviously very pleased with this
result.  It goes without saying that this has been a very
difficult time for banks in Florida.  BankAtlantic lost money and
Bancorp's stock price declined largely because of the collapse of
the Florida real estate market, a risk that was fully disclosed."

BankAtlantic Bancorp previously filed a motion for sanctions that
the Judge denied without prejudice to reasserting following entry
of these judgments.  BankAtlantic Bancorp intends to seek recovery
of its attorneys' fees and costs against the plaintiffs and their
counsel.

                    About BankAtlantic Bancorp

BankAtlantic Bancorp (NYSE: BBX) --
http://www.BankAtlanticBancorp.com/-- is a bank holding company
and the parent company of BankAtlantic.  BankAtlantic --
"Florida's Most Convenient Bank" with a Web presence at
http://www.BankAtlantic.com/-- has nearly $6.0 billion in assets
and more than 100 stores, and is one of the largest financial
institutions headquartered junior in Florida.  BankAtlantic has
been serving communities throughout Florida since 1952 and
currently operates more than 250 conveniently located ATMs.

The Company's balance sheet at March 31, 2011 showed $4.47 billion
in total assets, $4.48 billion in total liabilities and a $8.73
million total deficit.

The Company reported a net loss of $143.25 million on
$176.31 million of total interest income for the year ended Dec.
31, 2010, compared with a net loss of $185.82 million on $223.59
million of total interest income during the prior year.

                           *    *    *

In September 2010, Fitch Ratings downgraded the long-term Issuer
Default Ratings of BankAtlantic Bancorp. to 'CC' from 'B-' and its
primary operating subsidiary, BankAtlantic FSB to 'CC' from 'B+.
The 'CC' long-term IDR indicates a high default probability.

Fitch said it believes that BBX will likely require external
capital support given the high level of credit costs that continue
to impact BBX's financial performance and erode its existing weak
level of tangible common equity, which stood at just 1.39% at
June 30, 2010.  Although BFSB's regulatory capital levels remain
'well-capitalized', Fitch believes the company needs additional
capital in order to provide absorption for future losses,
particularly since earnings generation on a pre-provision net
revenue basis is weak.

As reported by the TCR on March 1, 2011, Fitch has affirmed its
current Issuer Default Ratings for BankAtlantic Bancorp and its
main subsidiary, BankAtlantic FSB at 'CC'/'C' following the
announcement regarding the regulatory order with the Office of
Thrift Supervision.

BankAtlantic has announced that it has entered into a Cease and
Desist Order with the OTS at both the bank and holding company
level.  The regulatory order includes increased regulatory capital
requirements, limits to the size of the balance sheet, no new
commercial real estate lending and improvements to its credit risk
and administration areas.  Further, the holding company must also
submit a capital plan to maintain and enhance its capital
position.


BANNING LEWIS: Aims for Two Auctions on June 28
-----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Banning Lewis Ranch, a master-planned community in
Colorado, began the process this week of disposing of assets in
two sales.  There will be a hearing in U.S. Bankruptcy Court on
May 18 for approval of auction and sale procedures.  The company
wants bids initially by June 23, followed by two auctions June 28
and a hearing June 29 for approval of the sales.

According to Mr. Rochelle, although not yet disclosed, there
evidently is an agreement to sell the development company's
properties.  The Company says it will file a separate motion to
approve the sale once the bankruptcy court approves sale
procedures.  Banning Lewis says that the development company's
sale will "provide capital necessary" to confirm a Chapter 11
plan.  Some lenders are expected to give releases of claims and
the loan for the Chapter 11 case will be repaid, thus allowing
"payments to general unsecured creditors."

Mr. Rochelle relates that the parent company's assets would be
sold in a separate transaction in return for forgiveness of
financing for the Chapter 11 case and assumption of a modified
term loan with KeyBank NA.  The purchasers are Greenfield BLR
Finance Partners LP and DBL Investors LLC.

The $3.5 million in financing for the Chapter 11 case will expire
on May 31.  Banning Lewis says it expects the lenders will extend
maturity to allow completion of the sale.

                        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.


BERNARD L MADOFF: Customer Group Demands Report on Madoff Fraud
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trustee for Bernard L. Madoff Investment
Securities Inc. should be required by the bankruptcy judge to
publish a report "detailing his investigation" and produce "every
document that the trustee has provided to the Securities Investor
Protection Corp.," a customer group said in an April 26 motion.
The motion will be a topic for discussion at a May 12 hearing in
the U.S. Bankruptcy Court in Manhattan.  The customers point out
that the trustee liquidating the brokerage subsidiary of Lehman
Brothers Holdings Inc. for SIPC has recognized his duty to file a
report.  The customers are relying on provisions in the Securities
Investor Protection Act which say a trustee "shall" investigate
and "report thereon to the court."  SIPA also says the trustee
"shall" report to the court about any facts "with respect to
fraud."

                       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.


C&C LAND & CATTLE: SCF Arizona Opposes Use of Cash Collateral
-------------------------------------------------------------
Dale Quinn at the Arizona Daily Star reports that attorneys for
Arizona State Compensation Fund, now known as SCF Arizona, argued
that C&C Land & Cattle Co. should not be able to use any cash
collateral generated from its shopping center, except for payments
of the ground lease.  The lender said it didn't agree to C&C Land
& Cattle using any cash from the property without an approved
budget and assurance it would receive payments.

C&C Land & Cattle Co. LLP owns the Grant and Swan Shopping Center,
at the southeast corner of East Grant and North Swan roads, in
Tucson, Arizona.  The mall is scheduled for auction on July 6,
2011, at the Pima County Courthouse, 110 W. Congress St.

C&C Land & Cattle filed for Chapter 11 bankruptcy protection
(Bankr. D. Ariz. Case No. 11-10578) on April 15, 2011.  Judge
Eileen W. Hollowell presides over the case.  Scott D. Gibson,
Esq., at Gibson, Nakamura & Green, PLLC, represents the Debtor.
The Debtor estimated assets and debts of between $1 million and
$10 million as of the Chapter 11 filing.


CADENCE INNOVATION: Files Settlement-Based Liquidation Plan
-----------------------------------------------------------
Evan Weinberger at Bankruptcy Law360 reports that Cadence
Innovation LLC filed a liquidation plan Tuesday in Delaware that
includes an approximately $30 million settlement with two private
equity funds that purchased subordinated notes from the auto parts
maker two years before it entered bankruptcy.  According to BData,
Venture Blocker Inc. and units of The Yucaipa Cos. LLC had made
claims totaling approximately $61.5 million against Cadence's
estate soon after its August 2008 Chapter 11 filing in Delaware
bankruptcy court.

                     About Cadence Innovation

Headquartered in Troy, Michigan, Cadence Innovation LLC --
http://www.cadenceinnovation.com/-- manufactures and sells auto
parts to its customers GM and Chrysler.  The Company had at least
4,200 employees in the United States and Europe, including Hungary
and Czech Republic, prior to its bankruptcy filing.

Cadence and its debtor-affiliate, New Venture Real Estate
Holdings, LLC, filed for Chapter 11 reorganization (Bankr. D. Del.
Lead Case No. 08-11973) on Aug. 26, 2008.  Norman L. Pernick, Esq.
and Patrick J. Reilley, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, serve as lead counsel to the Debtors.  Katten Muchin
Rosenman LLP is the Debtors' special corporate counsel; Butzel
Long is the special automotive and litigation counsel; and
Rothschild Inc. the investment banker.  Kurtzman Carson
Consultants LLC is the claims and notice agent.  Attorneys at
Clark Hill PLC, Montgomery, McCracken, Walker & Rhoads, LLP, and
Womble Carlyle Sandridge & Rice, PLLC, represent the Official
Committee of Unsecured Creditors.

Cadence estimated assets between US$10 million and US$50 million,
and debts between US$100 million and US$500 million as of the
Chapter 11 filing.

Following the bankruptcy filing, the Debtors commenced a going
concern sale process.  However, the buyer was unable to reach a
deal with the Debtors' key customers General Motors Corp. and
Chrysler LLC.  In December 2008, the Debtors commenced the
liquidation of their assets.  The Debtors have leased their
primary Chrysler facility to a party that was funded by Chrysler.
The Debtors' remaining assets include cash, avoidance actions,
proceeds and interests from the liquidation of its European unit
and certain real property.

In February 2009, Decoma International, an operating unit of Magna
International Inc., acquired Cadence Innovation s.r.o., a European
subsidiary of the Debtor.


CANAL CORP: Files Notice of Suspension of Duty to File SEC Reports
------------------------------------------------------------------
On April 18, 2011, Canal Corp. and its affiliates satisfied the
conditions precedent to the effectiveness of their Chapter 11 plan
and filed a notice of effective date of the Plan with the
Bankruptcy Court.

The Debtors secured approval of the Chapter 11 plan at a March 28,
2011 confirmation hearing.

As a result of the Plan being declared effective, Canal's existing
equity interests have been canceled without consideration as of
the Effective Date and have no value.  No shares are being
reserved for future issuance in respect of claims and interests
filed and allowed under the Plan.  Therefore all existing equity
interests, including common stock, of Canal are worthless.

On April 20, 2011, Canal filed a Form 15 with the Securities and
Exchange Commission to provide notice of the suspension of its
reporting obligation under Section 12(g) of the Securities
Exchange Act of 1934, as amended.

A copy of the Form 15 is available for free at:

                       http://is.gd/hoNYBp

                        About Canal Corp.

Headquartered in Richmond, Virginia, Chesapeake Corporation
supplies specialty paperboard packaging products in Europe and an
international supplier of plastic packaging products to niche end-
use markets.  The Company has 44 locations in Europe, North
America, Africa and Asia.

Chesapeake and 18 affiliates filed Chapter 11 petitions (Bankr.
E.D. Va. Lead Case No. 08-336642) on Dec. 29, 2008.  Lawyers at
Hunton & Williams LLP represent the Debtors.  Chesapeake tapped
Alvarez and Marsal North America LLC, and Goldman Sachs & Co. as
financial advisors.  Tavenner & Beran PLC serves as conflicts
counsel and Hammonds LLP as special counsel.  Kurtzman Carson
Consultants LLC serves as claims agent.  The United States Trustee
for Region 4 appointed seven creditors to serve on an Official
Committee of Unsecured Creditors for the Debtors' Chapter 11
cases.  Lawyers at Greenberg Traurig LLP represent the Committee.

In its petition, Chesapeake disclosed $936,600,000 in total assets
and $937,100,000 in total debts as of September 28, 2008.

In May 2009, Chesapeake sold its assets to entities controlled by
Irving Place Capital Management, L.P. and Oaktree Capital
Management, L.P. and, following a competitive bidding process
which produced no competing bids.  The purchase price was about
$485 million.  The Debtor was renamed to Canal Corp., following
the sale.


CANO PETROLEUM: Reports $3.64-Million Net Loss in Dec. 31 Qtr.
--------------------------------------------------------------
Cano Petroleum, Inc., reported a net loss of $3.64 million on
$5.68 million of total operating revenues for the three months
ended Dec. 31, 2010, compared with a net loss of $8.43 million on
$5.63 million of total operating revenues for the same period
during the prior year.

The Company also reported a net loss of $8.20 million on
$11.92 million of total operating revenues for the six months
ended Dec. 31, 2010, compared with a net loss of $11.99 million on
$10.56 million of total operating revenues for the same period
during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed
$257.07 million in total assets, $130.75 million in total
liabilities and $126.32 million in total stockholders' equity.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://is.gd/aqdf8h

                       About Cano Petroleum

Cano Petroleum, Inc., is an independent Texas-based energy
producer with properties in the mid-continent region of the United
States.  Cano's primary focus is on increasing domestic production
from proven fields using enhanced recovery methods.  Cano trades
on the NYSE Amex Stock Exchange under the ticker symbol CFW.

As reported by the Troubled Company Reporter on Sept. 28, 2010,
the Company said if it is unable to successfully execute one
of its strategic alternatives, restructure its existing
indebtedness, obtain further waivers or forbearance from its
existing lenders or otherwise raise significant additional
capital, it is unlikely that it will be able to meet its
obligations as they become due and to continue as a going concern.
As a result, the Company will likely file for bankruptcy or seek
similar protection.  Moreover, it is possible that the Company's
creditors may seek to initiate involuntary bankruptcy proceedings
against it or against one or more of its subsidiaries, which would
force it to make a defensive voluntary filing of its own.


CANO PETROLEUM: NYSE Amex Listing Deficiency Resolved
-----------------------------------------------------
Cano Petroleum, Inc. in November announced it had received a
notice from NYSE Amex LLC that the Company did not meet one of the
Exchange's continued listing standards set forth in Part 10 of the
NYSE Amex LLC Company Guide.  Specifically, the Company was not in
compliance with Section 704 of the Company Guide in that it failed
to hold its 2009 annual meeting of stockholders prior to June 30,
2010.

Thereafter, the Company submitted a proposed plan of compliance,
and, on Jan. 14, 2011, it received a letter from the Exchange
indicating that the Exchange had granted the Company an extension
to regain compliance with the applicable listing standard by
May 10, 2011.  The Company would remain subject to periodic review
by the Exchange to determine whether the Company was making
progress with its proposed plan.  If the Exchange determined that
the Company was not achieving progress consistent with the plan,
or the Company did not regain compliance with the Exchange's
continued listing standards by May 10, 2011, the Company could be
delisted from the Exchange.

On April 25, 2011, the Company received a letter from the Exchange
notifying the Company that the continued listing deficiency
referenced in the Exchange's Nov. 10, 2010 letter to the Company
had been resolved.  As a result, the Company has achieved
compliance with Section 704 of the AMEX Company Guide, and the
Company's common stock continues to trade on the Exchange.

                       About Cano Petroleum

Cano Petroleum, Inc., is an independent Texas-based energy
producer with properties in the mid-continent region of the United
States.  Cano's primary focus is on increasing domestic production
from proven fields using enhanced recovery methods.  Cano trades
on the NYSE Amex Stock Exchange under the ticker symbol CFW.

The Company's balance sheet at Sept. 30, 2010, showed
$258.64 million in total assets, $127.59 million in total
liabilities, and stockholders' equity of $131.05 million.

As reported by the Troubled Company Reporter on Sept. 28, 2010,
the Company said if it is unable to successfully execute one
of its strategic alternatives, restructure its existing
indebtedness, obtain further waivers or forbearance from its
existing lenders or otherwise raise significant additional
capital, it is unlikely that it will be able to meet its
obligations as they become due and to continue as a going concern.
As a result, the Company will likely file for bankruptcy or seek
similar protection.  Moreover, it is possible that the Company's
creditors may seek to initiate involuntary bankruptcy proceedings
against it or against one or more of its subsidiaries, which would
force it to make a defensive voluntary filing of its own.


CANO PETROLEUM: Stockholders Elect 3 Directors to Board
-------------------------------------------------------
Cano Petroleum, Inc., on April 21, 2011, held its Annual Meeting
of Stockholders.  All matters voted upon at the meeting were
approved with the required votes.

The Company's stockholders elected three directors to serve for a
one-year term expiring at the annual meeting of stockholders in
2012.  The directors are James R. Latimer, III, Donald W. Niemiec
and Garrett M. Smith.

The Company's stockholders ratified the appointment of Hein &
Associates LLP as the Company's independent registered public
accounting firm for the fiscal year ending June 30, 2011.

                       About Cano Petroleum

Cano Petroleum, Inc., is an independent Texas-based energy
producer with properties in the mid-continent region of the United
States.  Cano's primary focus is on increasing domestic production
from proven fields using enhanced recovery methods.  Cano trades
on the NYSE Amex Stock Exchange under the ticker symbol CFW.

The Company's balance sheet at Sept. 30, 2010, showed
$258.64 million in total assets, $127.59 million in total
liabilities, and stockholders' equity of $131.05 million.

As reported by the Troubled Company Reporter on Sept. 28, 2010,
the Company said if it is unable to successfully execute one
of its strategic alternatives, restructure its existing
indebtedness, obtain further waivers or forbearance from its
existing lenders or otherwise raise significant additional
capital, it is unlikely that it will be able to meet its
obligations as they become due and to continue as a going concern.
As a result, the Company will likely file for bankruptcy or seek
similar protection.  Moreover, it is possible that the Company's
creditors may seek to initiate involuntary bankruptcy proceedings
against it or against one or more of its subsidiaries, which would
force it to make a defensive voluntary filing of its own.


CAREFREE WILLOWS: Files Amended Plan and Disclosure Statement
-------------------------------------------------------------
Carefree Willows LLC filed with the U.S. Bankruptcy Court for the
District of Nevada its Amended Plan of Reorganization and
accompanying Disclosure Statement on April 8, 2011.

Kenneth L. Templeton, a principal of Carefree Holdings, LP, the
managing member of Carefree Willows LLC, and the principal of
Willows Investment Group LLC, signed the Plan and Disclosure
Statement.

The Plan classifies and treats claims and interests against the
Debtor as:

   -- Class 1 Allowed Secured Claim of AG/ICC Willows Loan Owner,
      LLC.  The amount of the Claim is $30,000,000, except as
      reduced pursuant to the objection filed by the Debtor.  The
      Claim will bear a 4% interest per annum;

   -- Class 2 The AG Deficiency Claim;

   -- Class 3 The Allowed Secured Claim of Security 1st Bank of
      Nevada.  The Claim will retain its lien against the
      Debtor's 32 passenger bus, will bear a 6% interest per
      annum, and will be paid by equal monthly payments in 24
      months;

   -- Class 4 Allowed Claims of unsecured creditors not entitled
      to priority under Section 507 of the Bankruptcy Code.
      Allowed Unsecured Claims will be paid 95% of the Allowed
      Claim, without interest on the Effective Date; and

   -- Class 5 The membership interests of the Debtor.  The
      members will retain their membership interests in the
      Reorganized Debtor but will receive no distribution until
      Classes 1 through 4 are paid in full.

Administrative Claims and fees to the U.S. Trustee will be paid in
full on the Effective Date.  Priority Claims, which comprise of
tenant deposits and are contingent and unliquidated, will be paid
by the Debtor as and when they become liquidated in the ordinary
course of the Debtor's business.

All payments to creditors, whose claims are not liquidated or are
disputed, will be paid into a segregated trust account until the
claims are allowed, in which case the proceeds will be disbursed,
or the claim will be disallowed.

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/CarefreeWillows_AmdDS_040811.pdf

Carefree Willows LLC is the owner of 300-unit Carefree Senior
Living in Las Vegas.  Carefree Willows filed a Chapter 11 petition
on Oct. 22 (Bankr. D. Nev. Case No. 10-29932).  Lenard E.
Schwartzer, Esq., at Schwartzer & Mcpherson Law Firm, in Las
Vegas, Nevada, serves as counsel to the Debtor.  In its Schedules
of Assets and Liabilities, the Debtor scheduled $30,604,014 in
assets and $36,531,244 in liabilities.


CASCADE BANCORP: Inks Registration Rights Pact with M. Rosinus
--------------------------------------------------------------
Cascade Bancorp, on April 20, 2011, entered into a Registration
Rights Agreement with Michael F. Rosinus R/O IRA, in connection
with the closing of the transactions contemplated by the
Securities Purchase Agreement dated as of Nov. 16, 2010, as
amended, between the Company and Rosinus.  Under the Registration
Rights Agreement, the Company is required to use its reasonable
best efforts to promptly file with, and cause to be declared
effective by, the Securities and Exchange Commission, not later
than 30 days after the date thereof, a shelf registration
statement providing for the resale by Rosinus of the shares of
common stock of the Company issued by the Company to Rosinus in
connection with closing of the transactions under the Securities
Purchase Agreement.  The Registration Rights Agreement also
provides Rosinus with customary piggyback registration rights.
The Company has already filed a shelf registration statement to
which Mr. Rosinus will be added.  The shelf registration statement
was filed on March 23, 2011, as required by a registration rights
agreement between the company and the other investors party to the
SPAs.  A full-text copy of the Registration Rights Agreement is
available for free at http://is.gd/4aOsOu

The Company sold 50,000 shares of common stock at a price of $4.00
per share, for total gross proceeds of $200,000 on April 20, 2011.
The shares were sold to Rosinus subject to the Securities Purchase
Agreement, the terms of which were disclosed pursuant to a Form
8-K filed on Nov. 19, 2010.  The Securities Purchase Agreement is
one of several securities purchase agreements dated Nov. 16, 2010
among the Company and nine investors.  The closing of the sale of
Common Stock to Rosinus was delayed pending receipt of regulatory
approval by Mr. Rosinus.  The closing of the sale to Mr. Rosinus
concludes the Company's sale of Common stock pursuant to the SPAs.

The shares of Common Stock sold pursuant to the Securities
Purchase Agreement were sold pursuant to the exemption from
registration afforded by Section 4(2) of the Securities Act of
1933 and Regulation D promulgated thereunder.

                      About Cascade Bancorp

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

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

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

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


CB HOLDING: Landlord Lost Right to Retain Valuable Liquor License
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Chapter 11 reorganization of the operator of
Charlie Brown's Steakhouse restaurants gave U.S. Bankruptcy Judge
Mary F. Walrath in Delaware the opportunity to write an opinion on
the enforceability of a right of first refusal when bankruptcy
intervenes.  The case involved a restaurant where a provision in
the lease would become effective on the "expiration" or "earlier
termination" of the lease.  In either circumstance, the restaurant
operator was obligated to offer the landlord the right to buy the
liquor license for $100,000.

According to Mr. Rochelle, unable to find a buyer for the lease,
Charlie Brown's rejected the lease and offered the liquor license
for sale.  The landlord objected, saying it had the right to buy
the license for $100,000.  Judge Walrath disagreed and called for
an auction where the landlord made the high bid of more than
$400,000.

According to Mr. Rochelle, in her opinion April 27, Judge Walrath
explained why bankruptcy law requires the landlord to pay the full
price.  Several times in her opinion, Judge Walrath said she
disagreed with a 2007 opinion from the U.S. Court of Appeals in
Boston in a case called Ground Round.  In that case, the appeals
court allowed the landlord to buy the license for $1 under similar
facts.  Judge Walrath said the Boston appeals court either
"strained" or "ignored" the language of the lease.  Supporting her
conclusion, Judge Walrath pointed to bankruptcy decisions which
say that rejection of a lease is the same as a breach of the lease
although it isn't a termination of the lease.  Consequently, Judge
Walrath said, the landlord had no right to buy the license because
the lease had not been terminated.  Judge Walrath said she agreed
with a majority of courts and the Collier bankruptcy treatise
saying that a right of first refusal in itself is an executory
contract that can be terminated.

According to the report, Judge Walrath said the right of first
refusal could not be severed from the remainder of the lease.  As
a result, Judge Walrath said the first refusal right was rejected,
giving the landlord no right to compel performance.

Mr. Rochelle notes that whether or not Judge Walrath is correct,
the opinion should be studied by real estate lawyers.  To avoid
loss of a license or another right contained in a lease, a
landlord might consider obtaining a security interest in a right
like a liquor license.

A copy of Judge Walrath's April 27, 2011 Memorandum Opinion is
available at http://is.gd/BI3VxZfrom Leagle.com.

                        About CB Holding

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

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

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

                           *     *     *

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


CELL THERAPEUTICS: Incurs $20MM Q1 Loss; Cash Woes Loom
-------------------------------------------------------
Cell Therapeutics, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q reporting a
net loss attributable to CTI of $19.73 million on $0 of revenue
for the three months ended March 31, 2011, compared with a net
loss attributable to CTI of $26.92 million on $20,000 of revenue
for the same period during the prior year.

The Company's balance sheet at march 31, 2010 showed $60.92
million in total assets, $43.11 million in total liabilities,
$13.46 million in common stock purchase warrants and $4.35 million
total shareholders' equity.

Marcum LLP, in San Francisco, Calif., expressed substantial doubt
about the Company's ability to continue as a going concern in its
audit reports for the financial statements for 2009 and 2010.  The
independent auditors noted that the Company has incurred losses
since its inception, and has a working capital deficiency of
approximately $14.2 million at Dec. 31, 2010.

The Company in the Form 10-Q said that it does not expect its
existing cash and cash equivalents will be sufficient to fund the
Company's presently anticipated operations through the third
quarter of 2011.

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

                      About Cell Therapeutics

Headquartered in Seattle, Washington, Cell Therapeutics, Inc.
(NASDAQ and MTA: CTIC) -- http://www.CellTherapeutics.com/-- is a
biopharmaceutical company committed to developing an integrated
portfolio of oncology products aimed at making cancer more
treatable.

The Company reported a net loss of $82.64 million on $319,000 of
revenue for the 12 months ended Dec. 31, 2010, compared with a net
loss of $82.64 million on $80,000 of total revenue during the same
period in 2009.


CHRYSLER LLC: Unveils Funding to Repay Government Loans
-------------------------------------------------------
Jeff Bennett, writing for Dow Jones Newswires, reports that
Chrysler Group LLC said earlier on Thursday it will repay the
entire $7.5 billion in loans it received from the U.S. and
Canadian governments using:

     -- a new term loan facility;
     -- newly issued debt securities which will be sold to
        institutional investors in a private offering;
     -- the $1.3 billion Fiat SpA's plans to spend to boost its
        ownership increase in Chrysler from 30% to 46%.

Dow Jones relates people familiar with the plan said a group of
banks, including Goldman Sachs, Citigroup Inc., Morgan Stanley,
and Bank of America Corp., will handle the deal.

Chrysler was expected to offer details of the plan later on
Thursday, according to Dow Jones.

Dow Jones notes the repayment comes much sooner than many analysts
had thought and serves as another sign that the bailout of the
auto industry is achieving many of the goals that were set by the
U.S. government.

According to Dow Jones, Chrysler said the completion of the
offering, the credit facilities and the equity investment by Fiat
are expected to occur concurrently before the end of June.  More
details are expected when Chrysler releases its first quarter
earnings Monday.

                           About Chrysler

Chrysler Group LLC, formed in 2009 from a global strategic
alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram
Truck, Mopar(R) and Global Electric Motorcars (GEM) brand vehicles
and products.  Headquartered in Auburn Hills, Michigan, Chrysler
Group LLC's product lineup features some of the world's most
recognizable vehicles, including the Chrysler 300, Jeep Wrangler
and Ram Truck.  Fiat will contribute world-class technology,
platforms and powertrains for small- and medium-sized cars,
allowing Chrysler Group to offer an expanded product line
including environmentally friendly vehicles.

Chrysler LLC and 24 affiliates on April 30, 2009, sought Chapter
11 protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead
Case No. 09-50002).  Chrysler hired Jones Day, as lead counsel;
Togut Segal & Segal LLP, as conflicts counsel; Capstone Advisory
Group LLC, and Greenhill & Co. LLC, for financial advisory
services; and Epiq Bankruptcy Solutions LLC, as its claims agent.
Chrysler has changed its corporate name to Old CarCo following its
sale to a Fiat-owned company.  As of Dec. 31, 2008, Chrysler
had $39,336,000,000 in assets and $55,233,000,000 in debts.
Chrysler had $1.9 billion in cash at that time.

In connection with the bankruptcy filing, Chrysler reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat.  Under the
terms approved by the Bankruptcy Court, the company formerly known
as Chrysler LLC on June 10, 2009, formally sold substantially all
of its assets, without certain debts and liabilities, to a new
company that will operate as Chrysler Group LLC.

Fiat has a 20% equity interest in Chrysler Group.

The U.S. and Canadian governments provided Chrysler with
$4.5 billion to finance its bankruptcy case.  Those loans are to
be repaid with the proceeds of the bankruptcy estate's
liquidation.


CHURCH LOAN: To Liquidate Fund; Reliance Trust Takes Charge
-----------------------------------------------------------
Terry Barone at the Baptist Press reports that Reliance Trust
Company of Atlanta has taken control of the assets of the Church
Loan Fund operated by California Baptist Foundation after
obligations to investors had not been met since the fall of 2010.

According to the report, the trust company is responsible for
managing the fund, liquidating its assets and making distributions
to investors.

The Baptist Press discloses that as of March 31, 2011, about 29%,
or $24,933,216, of the outstanding principal balance of the loans
in the fund's portfolio were more than 90 days past due and
classified as "non-current or on non-accrual status."
Foreclosures total $10,688,631, or 12.5% of the fund.

The Baptist Press relates that Philip W. Kell, president of the
California Baptist Foundation, noted Reliance has "agreed to allow
the foundation to serve as the sub-servicer of the fund."  He said
the foundation would continue working with churches that have
loans with the CLF.

Mr. Kell, as cited by the Baptist Press, said many investors "are
struggling to make ends meet financially as a result of this
default," and said the foundation "is committed to doing
everything we can to maximize the value of the fund in every way
possible such as helping churches raise additional funds,
identifying alternate financing solutions or creating payment
plans to avoid foreclosure, which is certainly our goal."

"At the same time, we do not expect that investors will realize
100 percent of their investment or accrued interest, based on the
current loan portfolio," the Baptist Press quotes Mr. Kell as
saying.

According to the Baptist Press, Mr. Kell was quick to note that
the liquidation of the CLF "does not jeopardize the California
Baptist Foundation."  He explained that the $85.8 million CLF is
an investment fund that has been operated by the foundation since
1996 and has always been a stand-alone fund.  Baptist Press notes
the money received from investors has been used to make loans to
churches and purchase church bonds and other similar types of
investments.


COLONIAL BANCGROUP: FDIC Balks at Chapter 11 Plan
-------------------------------------------------
The Federal Deposit Insurance Corporation, as receiver for
Colonial Bank of Montgomery, Alabama, objected to the second
amended Chapter 11 plan of liquidation of Colonial BancGroup Inc.
in the U.S. Bankruptcy Court for the Middle District of Alabama.

According to FDIC, the Debtor cannot meet its burden of proving
that the Plan satisfies the confirmation requirements set forth in
section 1129 of the Bankruptcy Code.  Specifically, the Debtor
cannot show that the Plan (i) is feasible, (ii) is in the best
interest of creditors, (iii) complies with the applicable
provisions of the Bankruptcy Code, and (iv) was proposed in good
faith.  Thus, the Plan cannot be confirmed, says the FDIC.

The FDIC tells the Court that the Debtor is unable to demonstrate
that the Plan is not likely to result in a liquidation of the
Debtor.  The FDIC points out that there is currently pending an
appeal regarding the Debtor's obligation to cure deficits in its
commitments to maintain the capital of Colonial Bank and if the
FDIC-Receiver is successful on that appeal this case will be
converted.  It is unnecessary and wasteful to confirm a plan that
could fail at any time, says the FDIC.

Other than the FDIC, several entities and individuals also
protested to the Plan.  The objectors include Branch Banking and
Trust Company.

                      May 11 Hearing on Plan

According to the Troubled Company Reporter on Feb. 28, 2011, the
Debtor filed with the Court a Third Amended Disclosure Statement
accompanying the Debtors' Second Amended Chapter 11 Plan of
Liquidation which the Court subsequently approved.  Some of the
creditor treatment includes:

   -- administrative claims, priority tax claims and
      priority non-tax claims will be paid in full;

   -- convenience class claims will recover 75%;

   -- general unsecured claims, statutorily subordinated
      and claims indenture claims will receive a portion
      of available cash after priority claims have been
      paid in full and money is reserved for disputed
      claims; and

   -- equity interests will be cancelled.

The Court scheduled a hearing to consider confirmation of the Plan
for May 11, 2011.

              FDIC Conversion Plea Also Up for Hearing

The April 19, 2011 edition of the Troubled Company Reporter
reported that the Federal Deposit Insurance Corp., which opposes
the Debtor's proposed Chapter 11 plan, has filed a motion asking
the Court to convert the Debtor's case from Chapter 11
reorganization to Chapter 7 liquidation status.  A hearing is
scheduled for May 11, 2011, consider the FDIC's request.

                    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.


CREDITRON FINANCIAL: Could Lose Building Complex at May 18 Auction
------------------------------------------------------------------
Ed Palattella at the Erie Times-News reports that the owners of
Telatron Marketing Group Inc. have already lost control of their
company in U.S. Bankruptcy Court in Erie, Pennsylvania.

According to the report, at an auction May 18, the owners risk
losing control of the West 38th Street building complex that
houses the 441-employee Telatron, a telemarketer, and its parent
company, Creditron Financial Corp., formed in 1985.

The Erie Times-News says the Internal Revenue Service has seized
the buildings and scheduled them for public sale.  The IRS took
over the buildings because of nonpayment of taxes -- including
employee payroll taxes -- by Alfred D. Covatto, 72, and his wife,
Joyce A. Covatto, 60, according to court records and a legal
notice announcing the auction.

The Covattos own Creditron and its building complex, at 1537-1545
W. 38th St. and 1561-1571 W. 38th St., according to court records
and a legal notice announcing the auction.  Bidders will make
offers on the Covattos' ownership interests in the properties,
according to a legal notice.

The Erie Times-News notes that Creditron, which does business as
Telatron, has been in Chapter 11 bankruptcy for nearly three years
and is expected to continue to operate after the auction.  Whoever
buys the buildings would inherit the leases that would allow
Telatron and other businesses to remain in the complex.  A
bankruptcy trustee has been running Creditron since late December,
in part because a bankruptcy judge found that Creditron, under the
Covattos, repeatedly failed "to timely remit ... payroll taxes"
and was instead using that money to fund Creditron's operations,
according to court records.

Based in Erie, Pennsylvania, Creditron Financial Corporation dba
Teletron Marketing Group Inc. filed for Chapter 11 bankruptcy
protection (Bankr. W.D. Penn. Case No.: 08-11289) on July 3, 2010.
Stephen H. Hutzelman, Esq., Plate Shapira Hutzelman Berlin May, et
al., represents the Debtor.  Debtor's financial condition as of
July 3, 2008, showed $3 million in total assets, and $4.8 million
in total debts.


CROWSON-STONE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Crowson-Stone Printing Company
        P.O. Box 115
        Columbia, SC 29202-0115

Bankruptcy Case No.: 11-02768

Chapter 11 Petition Date: April 27, 2011

Court: U.S. Bankruptcy Court
       District of South Carolina (Columbia)

Judge: David R. Duncan

Debtor's Counsel: Nancy E. Johnson, Esq.
                  LAW OFFICE OF NANCY E. JOHNSON, LLC
                  2201 Greene Street
                  Columbia, SC 29205
                  Tel: (803) 343-3424
                  Fax: (803) 656-0510
                  E-mail: nej@njohnson-bankruptcy.com

Scheduled Assets: $846,411

Scheduled Debts: $2,809,506

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/scb11-02768.pdf

The petition was signed by John K. deLoach, III, president.


CRYSTAL CATHEDRAL: Orchestra Refuses to Play Over Salary Issue
--------------------------------------------------------------
Deepa Bharath at the Orange County Register reports that several
members of the orchestra hired to perform at the Crystal
Cathedral's Easter Sunday services walked out and refused to play
after they realized that the church had paid them half of what was
promised to them.

According to the report, long-time orchestra members said they
have refrained from taking the cathedral to court for failure to
pay in the past in light of the megachurch's bankruptcy and church
leaders' pleas.  But getting shortchanged on their paychecks on
Easter Sunday was the last straw, they said.

The Orange County Register notes that the orchestra walkout was
the latest episode in the saga of Crystal Cathedral's financial
troubles.  Frustrations among church members and others associated
with the church have grown as the cathedral has filed yet another
extension in court to come up with a bankruptcy reorganization
plan, further delaying the payment of millions owed to vendors.

The report says there are two hearings scheduled for June in
bankruptcy court, including one on June 29 to discuss compensation
packages for insiders, including Robert H. Schuller's daughter
Gretchen Penner and her mother-in-law, Neva Penner Klaassen.

According to the report, on June 1, the church's attorneys will
seek from the Bankruptcy Court an extension of the "exclusivity
period" for the church to file a plan.  This would ensure that no
other parties filed a reorganization plan other than Crystal
Cathedral Ministries.  The church failed to obtain the creditors
committee's support for an extension.  Attorneys for the church
argue in the motion that the extension is justified because it is
a complex case, the church is "acting in good faith" and paying
all of its current expenses.

                      About Crystal Cathedral

Crystal Cathedral Ministries is a Southern California-based
megachurch founded by television evangelist Robert Schuller.  The
church, known for its television show "The Hour of Power."
Crystal Cathedral filed for Chapter 11 bankruptcy protection
(Bankr. C.D. Calif. 10-24771) on Oct. 18, 2010.  March J.
Winthrop, Esq., at Winthrop Couchot Professional Corporation, in
Newport Beach, California, represents the Debtor.  The Debtor
disclosed $72,872,165 in assets and $48,460,826 in liabilities as
of the Chapter 11 filing.

The U.S. Trustee for Region 16 appointed seven members to the
official committee of unsecured creditors in the Chapter 11 case
of Crystal Cathedral Ministries.


DAMON'S INTERNATIONAL: Franchisee to Keep PA Location Open
----------------------------------------------------------
Though its parent company filed for Chapter 11 more than a year
ago, the Damon's Grill in Lewisburg, Pennsylvania, will continue
to be open, Joseph Deinlein at the Daily Item quotes franchise co-
owner Chris Baylor as saying.

According to the report, the sports-themed barbecue restaurant
chain, known for its big-screen TVs, remains in bankruptcy
protection, and there are only rumors about what will happen.

"If (Damon's corporate owners) file for Chapter 7, we will become
an independent restaurant," Mr. Baylor said.  "We will keep the
casual sports-theme and have a similar menu. It'll just be a
different name."  That means within six months of that filing, the
restaurant would remove signs, logos and proprietary things, such
as bottles of Damon's barbecue sauce.

The Daily Item relates that the Columbus, Ohio-based chain is
owned by G&R Acquisitions Inc., led by Pittsburgh-based developer
Gary Reinert Sr.  The company also owns Max & Erma's, another
Ohio-based restaurant chain that filed for bankruptcy protection
days before Damon's.  Damon's equity was used as collateral for a
loan to Max & Erma's, which was in default last year to the tune
of $23 million, according to a 2009 article in Nation's Restaurant
News.

                About Damon's Grill and Max & Erma's

Before filing for bankruptcy, Max & Erma's owned a chain of 106
restaurants located in Pennsylvania, Ohio, and Michigan, with a
few in Chicago, Washington, Atlanta, and Kentucky.  Max & Erma's
Restaurant, Inc., filed a Chapter 11 petition (Bankr. W.D. Pa.
Case No. 09-27807) in Oct. 2009.  At the time of the filing, the
Debtor estimated its assets and debts at less than $10 million.

Damon's International Inc., had Damon's Grill restaurants in 50
locations in 15 states in the U.S. and the United Kingdom before
it sought bankruptcy protection.  Damon's sought Chapter 11
protection (Bankr. W.D. Pa. Case No. 09-___) in October 2009,
estimating $1 million to $10 million in assets and debts.

Both Damon's Grill and Max & Erma's are owned by G&R Acquisitions,
Inc.  G&R sent Damon's and Max & Erma's to Chapter 11 to protect
its stock from being taken over by creditor National City, a unit
of PNC Financial Services Group Inc.


DAN STANBROUGH: Judge Reis Names Ruhl & Ruhl as Receiver
--------------------------------------------------------
The Des Moines Register reports that Polk County Judge Artis
Reis approved a request by Regions Bank appointing Ruhl & Ruhl
Commercial Company to oversee the operation of the downtown Keck
City Center as foreclosure proceedings on the property now owned
by developer Dan Stanbrough have resumed.

According to the report, the move follows a federal bankruptcy
judge's rejection of a financial reorganization plan proposed by
Mr. Stanbrough, which would have allowed him to maintain ownership
of the building as he reduced his debts over a 30 year period.

The Des Moines Register relates that U.S. Bankruptcy Judge Anita
Shodeen dismissed Mr. Stanbrough's bid for Chapter 11 bankruptcy
protection on April 15, 2011, citing a faulty financial disclosure
statement, combined with the failure of Dan Stanbrough LLC to pay
property taxes after filing for bankruptcy protection, the report
says.

Regions Bank, according to the Des Moines Register, has pursued
Mr. Stanbrough for more than a year to reclaim more than
$5 million the bank says it's owed.  The bank's lawyers now plan
to visit a Polk County judge Monday to renew efforts to take
control of Mr. Stanbrough's property.

The Des Moines Register notes that appointment of a receiver
provides the bank with an independent manager of the property as
foreclosure proceedings continue.  The building is one of several
being considered to become the new home of the Des Moines charter
school, school officials have acknowledged.

                       About Dan Stanbrough

Five companies owned by Iowa real estate developer and property
manager Daniel Stanbrough have sought Chapter 11 protection -- Dan
Stanbrough, LC, Corporate Woods, LLC, DTS, L.C., Orchard, LLC, and
Rose Marie, LC.

Dan Stanbrough, L.C., filed for personal Chapter 11 bankruptcy on
April 26, 2010 (Bankr. S.D. Iowa Case No. 10-02109), disclosing
assets of $6,060,000 and debts of $5,571,798 in its schedules.

More companies controlled by Mr. Stanbrough sought Chapter 11
protection in November 2010.  Corporate Woods LLC, filed its
Chapter 11 petition (Bankr. S.D. Iowa Case No. 10-05563) on Nov.
17, 2010, estimating assets between $10,000,000 and $50,000,000,
and debts of less than $50,000.  DTS, L.C., filed for Chapter 11
protection (Bankr. S.D. Iowa Case No.: 10-05655) on Nov. 22, 2010,
estimating assets and debts of $1 million to $10 million.
Orchard, LLC, filed for Chapter 11 (Case No. 10-05656) on Nov. 22,
estimating $1,000,001 to $10,000,000 in assets and debts.  Rose
Marie also filed (Case No. 10-05657) Nov. 22, 2010.

Jerrold Wanek, Esq., in Des Moines, Iowa, serves as counsel to the
Debtors.

Mr. Stanbrough sought bankruptcy to thwart Regions Bank from
foreclosing on its properties.


DANCING BEAR: Developer Sues WestLB to Recover $30 Million
----------------------------------------------------------
Rick Carroll at the Aspen Times reports that DB Capital Holdings
LLC, developer of Dancing Bear Aspen lodge, have accused German
lender WestLB of causing the fractional-ownership project to go
bankrupt and lose millions of dollars, while its future remains in
jeopardy.

According to the report, the complaint against WestLB, filed April
18, is a supplement to the DB Capital Holdings bankruptcy.  It
seeks at least $30 million from WestLB, which is accused of
defrauding the trio of DB concerns through a so-called loan-to-own
scheme that resulted in the lender taking steps to foreclose on
the project.  The foreclosure, launched by WestLB last July, is
pending.

The Aspen Times says the complaint said that publicity about the
Dancing Bear project's struggles have spooked away potential
buyers and "it will cost millions of dollars to re-establish this
position locally and in the industry through a focused and
concentrated marketing and public relations campaign."

The suit, according to the Aspen Times, seeks an injunction to
stop WestLB from foreclosing on the downtown project, which
includes the Parkside phase of the development, which was
completed two years ago and is currently operational.  It's
located at the corner of Monarch Street and Durant Avenue.
Construction on the second phase, called "Mountainside" and
located at the old Chart House location, stopped in 2009 when
financing dried up for DB Capital.

WestLB, the report relates, has until May 18 to address the
complaint, which alleges that the lender knew well before the
property went into foreclosure and receivership last year that the
project was struggling financially, but did little to help.

The German lender also misled DiVenere that financial solutions
were possible by not acting on them, the suit says, according to
the report.  In essence, WestLB, after extending the entire line
of credit to the DB entities, knew the project was on the verge of
insolvency, and that it could ultimately take possession of the
property, the suit alleges.

The suit makes eight claims for relief; among them are breach of
loan agreements, negligent misrepresentation and fraud.

Snowmass, Colorado-based Dancing Bear Land, LLC filed for Chapter
11 protection (Bankr. D. Colo. Case No. 10-39584) on Nov. 23,
2010.  Dancing Bear's affiliates DB Capital Holdings, LLC and
Dancing Bear Development, LP filed separate Chapter 11 petitions
on June 24, 2010 and Oct. 19, 2010, respectively.  In its Chapter
11 petition, Dancing Bear estimated $10,000,001 to $50,000,000 in
assets and $50,000,001 to $100,000,000 in liabilities.


DEL MAR CONCRETE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Del Mar Concrete, Inc.
        P.O. Box 544
        Aguada, PR 00602
        Tel: (787) 868-1508

Bankruptcy Case No.: 11-03467

Chapter 11 Petition Date: April 26, 2011

Court: U.S. Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Winston Vidal-Gambaro, Esq.
                  WINSTON VIDAL LAW OFFICE
                  P.O. Box 193673
                  San Juan, PR 00919-3673
                  Tel: (787) 751-2864
                  Fax: (787) 763-6114
                  E-mail: wvidal@prtc.net

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/prb11-03467.pdf

The petition was signed by Jose Cardona Crespo, president.


DELTA AIR: Reports $318 Million First Quarter Net Loss
------------------------------------------------------
Delta Air Lines reported financial results for the March 2011
quarter.  Key points include:

    * Delta's net loss for the March 2011 quarter was $318
      million, or $0.38 per diluted share, which includes $2
      million of special items.

    * Driven by the $610 million impact of 30% higher fuel
      prices, Delta's net loss was $128 million worse than the
      March 2010 quarter, excluding special items1.

    * Delta generated $452 million in free cash flow for the
      quarter and its adjusted net debt at quarter end was $14.5
      billion.

    * Delta ended the March 2011 quarter with $5.5 billion in
      unrestricted liquidity, which includes $1.6 billion in
      undrawn revolving credit lines.

Response to Rising Fuel Prices

During the March quarter, Delta detailed its plan to adjust its
business in response to rising fuel prices.  As part of that plan,
the Company:

    * Actively implemented domestic fare increases and
      international fare surcharges as a means of passing
      through fuel costs to its customers;

    * Reduced its capacity plans for the second half of 2011,
      which resulted in a four point reduction in planned
      capacity.  The company is targeting reductions in markets
      where revenue improvements have not kept pace with rising
      fuel costs.  Delta now expects system capacity for the
      post-Labor Day period to be down approximately 3% compared
      to the prior year period;

    * Announced the retirement of 130 of Delta's least efficient
      aircraft over the next 18 months, including the DC9-50 and
      Saab turbo-prop fleets, and 60 50-seat regional jets;

    * Repositioned its fuel hedge portfolio in response to the
      dislocation in price of West Texas Intermediate crude oil
      to jet fuel and changed the majority of Delta's WTI
      positions to Brent crude oil or heating oil; and

    * Reduced planned capital expenditures by $300 million to
      $1.2 billion for 2011.

"Fuel is the biggest challenge facing this industry and Delta is
actively reducing capacity, implementing fare actions, hedging our
fuel needs and attacking our cost structure in order to offset
fuel's impact on our earnings," said Richard Anderson, Delta's
chief executive officer.  "These actions would not be possible
without the dedication and determination of Delta people
worldwide, who are working every day to build the best airline in
the world for our shareholders, our employees and our customers."

Revenue Environment

Total operating revenue for the March 2011 quarter was
$7.7 billion, an increase of $899 million, or 13%, compared to the
same period last year.  Passenger revenues were negatively
impacted by $90 million and $35 million by severe winter weather
and events in Japan, respectively.

    * Passenger revenue increased 13%, or $769 million, compared
      to the prior year period driven by a 12% increase in yield
      on 1% higher traffic.  Passenger unit revenue (PRASM)
      increased 7% on 5% higher capacity.

    * Cargo revenue increased 42%, or $74 million, due to higher
      volume and yield.

    * Other, net revenue increased 6%, or $56 million, primarily
      due to higher SkyMiles revenue and revenues from ancillary
      products and services.

Comparisons of revenue-related statistics are as follows:

                                   Increase(Decrease)
                                    1Q11 versus 1Q10
                             -------------------------------
                             Change  Unit
Passenger Revenue   1Q11 ($M)  YOY   Revenue  Yield  Capacity
                   -----------------------------------------
Domestic              2,901    11%     9%      10%      2%
Atlantic                998    15%    (1%)      8%     16%
Pacific                 754    32%    11%      19%     19%
Latin America           481    10%    16%      19%     (6%)
                   -------
Total mainline        5,134    14%     7%      12%      7%
Regional              1,441     9%    11%      15%     (1%)
                   -------
Consolidated          6,575    13%     7%      12%      5%

"Based on the strength we are seeing in the revenue environment,
we currently expect double-digit unit revenue growth for the June
quarter," said Ed Bastian, Delta's president.  "We believe our
aggressive fare actions, combined with a four point capacity
reduction for the back half of the year, will allow us to recover
the higher costs of fuel in our ticket prices."

Cost Performance

In the March 2011 quarter, operating expense increased
$1.1 billion year over year due to higher fuel expense,
maintenance volumes, employee wage increases, and capacity- and
revenue- related expenses.  Consolidated unit cost (CASM)
excluding fuel and special items2, increased 2.8% in the March
2011 quarter on a year-over-year basis, with 1.4 points of that
increase attributable to the impact of severe winter weather and
events in Japan during the quarter.

Non-operating expense excluding special items decreased $27
million due to benefits from Delta's debt reduction initiatives.
Income tax benefit for the March 2011 quarter includes $71
million of alternative minimum tax (AMT) credits.

On a GAAP basis, which includes special items, consolidated CASM
increased 10% and non-operating expense decreased $17 million for
the March 2011 quarter versus the prior year period.

Fuel Price and Related Hedges

Delta hedged 41% of its fuel consumption for the March 2011
quarter for an average fuel price3 of $2.89 per gallon.  The table
below represents 2011 fuel hedges in place as of April 21,
2011:

                               2Q11   3Q11    4Q11
                               -------------------
WTI - Crude
  Collars                        9%     8%      0%
  Swaps                          1%     4%      1%
Heating Oil
  Collars                       25%    20%     16%
Brent - Crude
  Collars                       14%     8%      3%
                               -------------------
Total                            49%    40%     20%

Projected fuel price           $3.26  $3.24   $3.30

Liquidity Position

As of March 31, 2011, Delta had $5.5 billion in unrestricted
liquidity, including $1.6 billion in undrawn revolving credit
facilities.  During the March 2011 quarter, operating cash flow
was $788 million, driven by strong advance ticket sales, and free
cash flow was $452 million.

Capital expenditures during the quarter were $340 million,
which included $274 million for investments in aircraft, parts
and modifications, as the company continued the previously
announced investment in its fleet, including winglets, flat-bed
seats and enhanced in-seat entertainment.

Debt payments in the March 2011 quarter were $460 million.
To date in 2011, Delta completed enhanced equipment trust
certificate (EETC) offerings totaling over $500 million,
including:

    * In February, Delta completed the $100 million 2010-1B EETC
      and the $135 million 2010-2B EETC.  As part of these
      transactions, Delta received $192 million in net proceeds
      during the quarter.  The remaining $43 million will be
      held in escrow until additional aircraft are refinanced
      later in 2011.

    * In April 2011, Delta completed the $293 million 2011-1A
      EETC.  These proceeds will be held in escrow until the
      maturity of Delta's 2001-1 EETC later in 2011.

In April 2011, Delta refinanced its $2.5 billion corporate
credit facility entered into by Delta in 2007.  As part of the
new facility, Delta obtained a new $1.225 billion revolving
credit facility, which increased the company's total revolving
credit facilities by $200 million.  The refinancing also included
a $1.375 billion term loan.  As a result of this transaction,
Delta's 2012 debt maturities have been reduced to $1.9 billion.

At March 31, 2011, Delta's adjusted net debt was $14.5 billion, a
$500 million reduction from Dec. 31, 2010.

"Delta's cost performance this quarter reflects not only the
effects from higher maintenance volumes and employee wage
increases, but also the impact of severe weather.  We are
redoubling our efforts across the company to improve our cost
performance with productivity from capital investments,
accelerated aircraft retirements and fixed cost reductions from
the business," said Hank Halter, Delta's chief financial officer.
"Despite the significant pressures from fuel prices, we continue
to make progress on our debt reduction goals and have now
achieved $2.5 billion of our $7 billion planned reduction."

Company Highlights

Delta has a strong commitment to employees, customers and the
communities it serves.  Key accomplishments in 2011 to date
include:

    * Being named by FORTUNE magazine as the most admired
      airline worldwide;

    * Pledging, in partnership with employees and customers, $1
      million in cash and in-kind support to disaster relief
      efforts in Japan through the Japanese Red Cross Society
      and SkyWish Asia;

    * Kicking off the 70th anniversary as Atlanta's Hometown
      Airline, including the christening of a Delta Boeing 777
      as the "Spirit of Atlanta";

    * Announcing a new international premium economy product
      offering ? "Economy Comfort" ? which will provide an
      improved customer experience while unlocking new revenue
      streams;

    * Eliminating the SkyMiles mileage expiration, creating a
      new industry-leading benefit for SkyMiles program members
      and making Delta the only major U.S. carrier without
      mileage expiration;

    * Extending Delta's reach through alliance and codeshare
      partnerships, including the beginning of codeshare service
      with GOL, one of Brazil's largest airlines, and welcoming
      the decision by Middle East Airlines ? Air Liban (MEA) and
      Saudi Arabian Airlines to join the SkyTeam global airline
      alliance in 2012; and

    * Becoming the official airline of Los Angeles' STAPLES
      Center, L.A. Kings, the GRAMMY? Awards and the GRAMMY(R)
      Museum.

Special Items

Delta recorded special items totaling a $2 million gain in the
March 2011 quarter, including:

    * $29 million in mark-to-market gains for fuel hedges
      settling in future periods;

    * A $7 million charge associated with the announced
      retirement of Delta's DC9-50 fleet; and

    * A $20 million loss on extinguishment of debt.

Delta recorded special items totaling a $64 million charge in the
March 2010 quarter, including:

    * $46 million in merger-related expenses;

    * A $10 million charge related to the Venezuela currency
      devaluation; and

    * $8 million in severance charges.

June 2011 Quarter Guidance

    Following are Delta's projections for the June 2011 quarter.

                                           2Q 2011 Forecast
                                             ----------------
Operating margin                                 1 - 3%
Fuel price, including taxes and hedges           $3.26
Capital expenditures                          $300 million
Total liquidity at end of period              $5.8 billion

                                           2Q 2011 Forecast
                                        (compared to 2Q 2010)
                                        ---------------------
Consolidated unit costs - excluding
fuel expense                                    Up 2 - 4%

System capacity                                  Up 2 - 4%
    Domestic                               Flat - Down 2%
    International                               Up 7 - 9%

Mainline capacity                                Up 2 - 4%
    Domestic                               Flat - Down 2%
    International                               Up 7 - 9%

Other Matters

Included with this press release are Delta's unaudited
Consolidated Statements of Operations for the three months ended
March 31, 2011 and 2010; a statistical summary for those periods;
selected balance sheet data as of March 31, 2011 and Dec. 31,
2010; and a reconciliation of certain non-GAAP financial
measures.

                     DELTA AIR LINES, INC.
         Unaudited Consolidated Statement of Operations
                Three Months Ended Mar. 31, 2010

Operating Revenue:
  Passenger:
   Mainline                                  $5,134,000,000
   Regional carriers                          1,441,000,000
                                            ---------------
  Total passenger revenue                     6,575,000,000

  Cargo                                         250,000,000
  Other, net                                    922,000,000
                                            ---------------
Total operating revenue                      7,747,000,000

Operating Expense:
  Aircraft fuel and related taxes             2,166,000,000
  Salaries and related costs                  1,727,000,000
  Contract carrier arrangements               1,300,000,000
  Aircraft maintenance mat./outside repairs     485,000,000
  Contracted services                           425,000,000
  Depreciation and amortization                 376,000,000
  Passenger commissions/other selling expenses  369,000,000
  Landing fees and other rents                  313,000,000
  Passenger service                             164,000,000
  Aircraft rent                                  78,000,000
  Restructuring and merger-related items          7,000,000
  Other                                         429,000,000
                                            ---------------
  Total operating expense                     7,839,000,000
                                            ---------------
Operating Income (Loss)                          (92,000,000)

Other (Expense) Income:
  Interest expense                             (221,000,000)
  Amortization of debt discount, net            (47,000,000)
  Loss on extinguishment of debt                (20,000,000)
  Miscellaneous, net                             (9,000,000)
                                            ---------------
  Total other expense, net                     (297,000,000)
                                            ---------------
Income (Loss) Before Income Taxes               (389,000,000)

Income Tax (Provision) Benefit                    71,000,000
                                            ---------------
Net Income (Loss)                              ($318,000,000)
                                            ===============


                     DELTA AIR LINES, INC.
            Unaudited Selected Balance Sheet Data
                       As of Mar. 31, 2010

Cash and cash equivalents                     $2,881,000,000

Short-term investments                           958,000,000
Restricted cash, cash equivalents &
short-term investments
(short-term and long-term)                       436,000,000

Total assets                                  43,881,000,000

Total debt and capital leases,
including current maturities                 15,169,000,000

Total stockholders' equity                       758,000,000

                       About Delta Air Lines

Atlanta, Georgia-based Delta Air Lines (NYSE: DAL) --
http://www.delta.com/or http://www.nwa.com/-- provides scheduled
air transportation for passengers and cargo throughout the United
States, and around the world.  The Company's route network is
centered on the hub system it operate at airports in Atlanta,
Cincinnati, Detroit, Memphis, Minneapolis/St. Paul, New York-JFK,
Salt Lake City, Paris-Charles de Gaulle, Amsterdam and Tokyo-
Narita. The hub operations include flights, which gather and
distribute traffic from markets in the geographic region
surrounding the hub to domestic and international cities and to
other hubs. The network is supported by a fleet of aircraft, which
is varied in terms of size and capabilities.  On Dec. 31,
2009, the Company's wholly owned subsidiary Northwest Airlines,
Inc., merged with and into Delta.  The wholly owned subsidiary of
the Company is Northwest Airlines Corporation.

Northwest and 12 affiliates filed for Chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).
On May 21, 2007, the Court confirmed the Northwest Debtors'
amended plan.  That amended plan took effect May 31, 2007.

Delta and 18 affiliates filed for Chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represented
the Delta Debtors in their restructuring efforts. On April 25,
2007, the Court confirmed the Delta Debtors' plan.  That plan
became effective on April 30, 2007.

(Bankruptcy Creditors Service Inc. publishes Delta Air Lines
Bankruptcy News, http://bankrupt.com/newsstand/or 215/945-7000).

                        *     *     *

Delta Air Lines and Northwest Airlines carry a 'B/Stable/--'
corporate ratings from Standard & Poor's.  They also continue to
carry 'B2' corporate family ratings from Moody's and "B-" LT
Issuer Default rating from Fitch.

S&P said at the end of February 2011 that its ratings on Atlanta,
Ga.-based Delta Air Lines Inc. reflect its highly leveraged
financial profile, with significant intermediate-term debt
maturities, and the risks associated with participation in the
price-competitive, cyclical, and capital-intensive airline
industry.  The ratings also incorporate the reduced debt load and
operating costs Delta achieved while in Chapter 11 in 2005-2007,
and its enhanced competitive position and synergistic
opportunities associated with its 2008 merger with Northwest
Airlines Corp. (parent of Northwest Airlines Inc.), with the two
airlines fully integrated in December 2009.  S&P characterize
Delta's business risk profile as weak and its financial risk
profile as highly leveraged.


DELTA AIR: Enters Into $2.6 Billion Credit Facilities
-----------------------------------------------------
On April 20, 2011, Delta Air Lines, Inc. entered into senior
secured credit facilities to borrow up to $2.6 billion, according
to a Form 8-K filing with the Securities and Exchange Commission
on April 26, 2011.

The Senior Secured Credit Facilities consist of a $1.2 billion
first-lien revolving credit facility, up to $500 million of which
may be used for the issuance of letters of credit, and a $1.4
billion first-lien term loan facility.  The Revolving Credit
Facility was undrawn at the time Delta entered into the Senior
Secured Credit Facilities, the SEC filing notes.

In connection with entering into the Senior Secured Credit
Facilities, Delta retired the outstanding loans under its $2.5
billion senior secured exit financing facilities -- which were
due April 2012 and April 2014 -- and terminated those facilities
as well as an existing $100 million revolving credit facility.

Borrowings under the Term Loan Facility must be repaid annually.
The amount to be repaid is equal to 1% of the original principal
amount of the loans, which are to be paid in equal quarterly
installments.  All remaining borrowings under the Term Loan
Facility are due in April 2017.  Borrowings under the Revolving
Credit Facility are due in April 2016.  The Senior Secured Credit
Facilities bear interest at a variable rate equal to the London
Inter-Bank Offer Rate, which will not be less than 1.25%, or
another index rate, in each case plus a specified margin.

Delta's obligations under the Senior Secured Credit Facilities
are guaranteed by substantially all of its domestic subsidiaries.
The Senior Secured Credit Facilities and the related guarantees
are secured by liens on certain of Delta's and the Guarantors'
otherwise unencumbered assets, including accounts receivable,
inventory, flight equipment, ground property and equipment, non-
Pacific international routes and domestic slots.

The Senior Secured Credit Facilities include affirmative,
negative and financial covenants that restrict Delta's ability
to, among other things, make investments, sell or otherwise
dispose of assets if not in compliance with the collateral
coverage ratio tests, pay dividends or repurchase stock.  These
covenants may have a material adverse impact on Delta's
operations and require it to maintain:

  * a 1.20:1 minimum fixed charge coverage ratio -- which is the
    ratio of (1) earnings before interest, taxes, depreciation,
    amortization and aircraft rent, and subject to other
    adjustments to net income to (2) the sum of gross cash
    interest expense, including the interest portion of Delta's
    capitalized lease obligations -- and cash aircraft rent
    expense, for successive trailing 12-month periods ending at
    each quarter-end date through the last maturity date of the
    Senior Secured Credit Facilities;

  * not less than $1.0 billion of unrestricted cash, cash
    equivalents and permitted investments and maintain $2
    billion of unrestricted cash, cash equivalents and permitted
    investments plus unused commitments available under the
    Revolving Credit Facility and any other revolving credit
    facilities;

  * a 1.67:1 minimum total collateral coverage ratio at all
    times -- which is the ratio of (1) certain of the Collateral
    that meets specified eligibility standards to (2) the sum of
    the aggregate outstanding obligations under the Senior
    Secured Credit Facilities and the aggregate amount of
    certain hedging obligations then outstanding; and

  * a 0.75:1 minimum non-route collateral coverage ratio at all
    times -- which is the ratio of (1) certain of the Collateral
    that meets specified eligibility standards other than non-
    Pacific international routes to (2) the Total Obligations.

If either of the collateral coverage ratios is not maintained,
Delta must either provide additional collateral to secure its
obligations, or it must repay the loans under the Senior Secured
Credit Facilities by an amount necessary to maintain compliance
with the collateral coverage ratios.

The Senior Secured Credit Facilities contain events of default
customary for similar financings, including cross-defaults to
other material indebtedness and certain change of control events.
The Senior Secured Credit Facilities also include events of
default specific to our business, including the suspension of all
or substantially all of Delta's flights and operations for more
than five consecutive days -- other than as a result of a Federal
Aviation Administration suspension due to extraordinary events
similarly affecting other major U.S. air carriers.  Upon the
occurrence of an event of default, the outstanding obligations
under the Senior Secured Credit Facilities may be accelerated and
become due and payable immediately.

                       About Delta Air Lines

Atlanta, Georgia-based Delta Air Lines (NYSE: DAL) --
http://www.delta.com/or http://www.nwa.com/-- provides scheduled
air transportation for passengers and cargo throughout the United
States, and around the world.  The Company's route network is
centered on the hub system it operate at airports in Atlanta,
Cincinnati, Detroit, Memphis, Minneapolis/St. Paul, New York-JFK,
Salt Lake City, Paris-Charles de Gaulle, Amsterdam and Tokyo-
Narita. The hub operations include flights, which gather and
distribute traffic from markets in the geographic region
surrounding the hub to domestic and international cities and to
other hubs. The network is supported by a fleet of aircraft, which
is varied in terms of size and capabilities.  On Dec. 31,
2009, the Company's wholly owned subsidiary Northwest Airlines,
Inc., merged with and into Delta.  The wholly owned subsidiary of
the Company is Northwest Airlines Corporation.

Northwest and 12 affiliates filed for Chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).
On May 21, 2007, the Court confirmed the Northwest Debtors'
amended plan.  That amended plan took effect May 31, 2007.

Delta and 18 affiliates filed for Chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represented
the Delta Debtors in their restructuring efforts. On April 25,
2007, the Court confirmed the Delta Debtors' plan.  That plan
became effective on April 30, 2007.

(Bankruptcy Creditors Service Inc. publishes Delta Air Lines
Bankruptcy News, http://bankrupt.com/newsstand/or 215/945-7000).

                        *     *     *

Delta Air Lines and Northwest Airlines carry a 'B/Stable/--'
corporate ratings from Standard & Poor's.  They also continue to
carry 'B2' corporate family ratings from Moody's and "B-" LT
Issuer Default rating from Fitch.

S&P said at the end of February 2011 that its ratings on Atlanta,
Ga.-based Delta Air Lines Inc. reflect its highly leveraged
financial profile, with significant intermediate-term debt
maturities, and the risks associated with participation in the
price-competitive, cyclical, and capital-intensive airline
industry.  The ratings also incorporate the reduced debt load and
operating costs Delta achieved while in Chapter 11 in 2005-2007,
and its enhanced competitive position and synergistic
opportunities associated with its 2008 merger with Northwest
Airlines Corp. (parent of Northwest Airlines Inc.), with the two
airlines fully integrated in December 2009.  S&P characterize
Delta's business risk profile as weak and its financial risk
profile as highly leveraged.


DELTA AIR: Might Hike Fares, Cut Flights Due to Fuel Prices
-----------------------------------------------------------
Delta Air Lines, Inc. is contemplating on cutting flights that
don't produce enough revenue after Labor Day to offset increasing
flight operating costs due to increases in fuel prices, Richard
Anderson, Delta's chief executive officer said in a Reuters
report.

"We must fully recapture our costs on every flight every day to
maintain and improve our earnings performance," Mr. Anderson
explained in a conference call.  "As you see fuel rise . . . over
the course of the next few months, you can expect ticket prices
to increase," he added, notes Reuters.

Delta Air Lines is also thinking of reducing flights across the
Atlantic by eight to ten percent and grounding more than 140
planes over the next year to cope with the fuel problem and keep
planes full, The Associated Press reports.

AP also notes that Delta paid $2.89 per gallon in the first
quarter but even with 49 percent of its second-quarter fuel
hedged, it still expects to pay $3.26 per gallon.  Delta hedged
40 percent of its fuel for the third-quarter and 20 percent for
the fourth quarter.

Crude oil prices remain above $100 per barrel.

                       About Delta Air Lines

Atlanta, Georgia-based Delta Air Lines (NYSE: DAL) --
http://www.delta.com/or http://www.nwa.com/-- provides scheduled
air transportation for passengers and cargo throughout the United
States, and around the world.  The Company's route network is
centered on the hub system it operate at airports in Atlanta,
Cincinnati, Detroit, Memphis, Minneapolis/St. Paul, New York-JFK,
Salt Lake City, Paris-Charles de Gaulle, Amsterdam and Tokyo-
Narita. The hub operations include flights, which gather and
distribute traffic from markets in the geographic region
surrounding the hub to domestic and international cities and to
other hubs. The network is supported by a fleet of aircraft, which
is varied in terms of size and capabilities.  On Dec. 31,
2009, the Company's wholly owned subsidiary Northwest Airlines,
Inc., merged with and into Delta.  The wholly owned subsidiary of
the Company is Northwest Airlines Corporation.

Northwest and 12 affiliates filed for Chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).
On May 21, 2007, the Court confirmed the Northwest Debtors'
amended plan.  That amended plan took effect May 31, 2007.

Delta and 18 affiliates filed for Chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represented
the Delta Debtors in their restructuring efforts. On April 25,
2007, the Court confirmed the Delta Debtors' plan.  That plan
became effective on April 30, 2007.

(Bankruptcy Creditors Service Inc. publishes Delta Air Lines
Bankruptcy News, http://bankrupt.com/newsstand/or 215/945-7000).

                        *     *     *

Delta Air Lines and Northwest Airlines carry a 'B/Stable/--'
corporate ratings from Standard & Poor's.  They also continue to
carry 'B2' corporate family ratings from Moody's and "B-" LT
Issuer Default rating from Fitch.

S&P said at the end of February 2011 that its ratings on Atlanta,
Ga.-based Delta Air Lines Inc. reflect its highly leveraged
financial profile, with significant intermediate-term debt
maturities, and the risks associated with participation in the
price-competitive, cyclical, and capital-intensive airline
industry.  The ratings also incorporate the reduced debt load and
operating costs Delta achieved while in Chapter 11 in 2005-2007,
and its enhanced competitive position and synergistic
opportunities associated with its 2008 merger with Northwest
Airlines Corp. (parent of Northwest Airlines Inc.), with the two
airlines fully integrated in December 2009.  S&P characterize
Delta's business risk profile as weak and its financial risk
profile as highly leveraged.


DESA INT'L: Off The Hook in Workers' WARN Act Suit
--------------------------------------------------
Megan Stride at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Mary F. Walrath on Tuesday released a private investment
firm and indirect owner of heater and specialty tool maker DESA
Heating LLC from a proposed class action alleging DESA failed to
give adequate notice when it terminated hundreds of employees
before filing for bankruptcy.

Judge Walrath granted HIG Capital LLC summary judgment in the
adversary suit a group of former DESA employees launched in
January 2009 accusing DESA of violating the Worker Adjustment and
Retraining Notification Act, according to Law360.

Headquartered in Bowling Green, Kentucky, DESA International,
Inc., manufactured and marketed high-quality zone heating
products, hearth products, security lighting and specialty tools
for use in homes and commercial buildings.  The Company and and
affiliate filed for chapter 11 protection (Bankr. Del. Case No.
02-11672) on June 8, 2002.  James H.M. Sprayregen, Esq., James W.
Kapp, III, Esq., and Scott R. Zemnick, Esq., at Kirkland & Ellis,
LLP, and Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub, P.C., represent the Debtors.  When the
Debtors filed for protection from their creditors, they estimated
assets of up to $50 million and debts of up to $100 million in
debts.  On April 1, 2005, the Debtors' Second Amended Joint Plan
of Liquidation was confirmed and took effect on the same day.


DHP HOLDINGS: Debtors & HIG Capital Not "Single Employer"
---------------------------------------------------------
John Manning and Tony Quesenberry, on their own behalf and on
behalf of all others similarly situated, v. DHP Holdings II Corp.
a/k/a, Desa (Cayman) Holding, LLC, Desa (Cayman) II Holding, LLC,
Desa, LLC, Desa Heating, LLC, Desa Specialty, LLC, Desa FMI, LLC,
Desa IP, LLC, Desa, LLC, and HIG Capital, LLC, Adv. Pro. No. 09-
50023, was filed two weeks after the Debtors' bankruptcy filing.
The Plaintiffs allege violations of the WARN Act.  The Plaintiffs
assert that the Debtors and HIG constitute a "single employer"
under the WARN Act, entitling them to collect damages from both
HIG and the Debtors.  The parties have agreed to suspend
consideration of issues relating to class certification,
liability, and damages, pending resolution of the "single
employer" issue.  HIG filed a Motion for summary judgment on the
issue.

In an April 26, 2011 Memorandum Opinion, Bankruptcy Judge Mary F.
Walrath held that although HIG and the Debtors had common
ownership, directors, and officers, the Debtors and HIG were not a
"single employer" because HIG did not exercise de facto control
over the Debtors' termination of employees and did not share
personnel policies or operations with the Debtors.  A copy of the
Court's ruling is available at http://is.gd/Udx8OHfrom
Leagle.com.

                    About DHP Holdings II

Headquartered in Bowling Green, Kentucky, DHP Holdings II
Corporation is the parent of DESA Heating, which sells and
distributes heating commercial products in Europe and Mexico under
brand names including ReddyHeater, Comfort Glow and Master
Portable Heaters.  The Company has manufacturing, storage and
distribution facilities in Alabama and California.

DHP Holdings II and six of its affiliates filed for Chapter 11
protection on December 29, 2008 (Bankr. D. Del. Lead Case No.
08-13422).  The Company's international arm, HIG-DHP Barbados, has
not filed for bankruptcy.  HIG-DHP Barbados holds 100% of the
equity of all foreign nondebtor subsidiaries, which manufacture,
distribute and sell commercial and consumer goods in Europe,
Mexico, and Canada.

Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at
Pachulski, Stang, Ziehl Young & Jones LLP, represent the Debtors
as counsel.  The Debtors tapped AEG Partners as restructuring
consultants, and Craig S. Dean as chief restructuring officer and
Kevin Willis as assistant chief restructuring officer.  The Court
approved Epiq Bankruptcy Solutions LLC as noticing, claims and
balloting agent.  As of November 29, 2008, the Company had
$132.5 million in total assets and $133.2 million in total
liabilities.

The Court converted the Debtors' Chapter 11 cases to Chapter 7
liquidation.  As reported in the Troubled Company Reporter on
July 19, 2010, the Debtors sought Chapter 7 conversion, citing
that they have wound down and ceased their operations, and have
liquidated substantially all of their tangible assets.  The
Debtors do not believe they will be able to propose or confirm a
Plan in the Chapter 11 cases, and are incurring administrative
expenses.


DYNAMIC BUILDING: To Present Plan for Confirmation May 25
---------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
approved the adequacy of the disclosure statement explaining the
proposed Chapter 11 plan of reorganization of Dynamic Building
Inc.

The Court authorized the Debtor to solicit votes with respect to
its Plan.  Creditors entitled to vote for the Plan must submit
their ballots by May 10, 2011, to:

   Ringstad & Sanders LLP
   2030 Main Street, Suite 1200
   Irvine, CA 92614

A hearing is set for May 25, 2011, at 10:00 a.m., 5B - 5th Floor
411 W. Fourth Street in Santa Ana, California, to consider
confirmation of the Debtor's plan.  Objections, if any, are due
May 6, 2011.

Prior to the hearing on the Disclosure Statement, the Debtor
delivered to the Court an amended version of the disclosure
statement and amended Chapter 11 plan.

Pursuant to the Plan, allowed administrative claims will be paid
on the Effective Date of the Plan, and allowed priority tax Claims
will be paid in full within 5 years of the Petition Date.

Creditors with allowed general unsecured claims will receive a to-
be-determined percentage (less than 100%) of their allowed general
unsecured claims, plus interest at the rates set forth in the
Plan.

Secured Claims have been asserted by City National Bank, Bank of
America, and Citizens Business Bank.

CNB's claims will be paid monthly payments of interest only at the
non-default contract rate specified in the existing loan documents
between CNB and the Debtor.  The Debtor will continue its efforts
to market and sell the real estate properties securing CNB's
claims, with all net sales proceeds to be applied in reduction of
CNB's Allowed Secured Claims.  The Debtor must make minimum post-
Dec. 14, 2010 paydowns to CNB (through the sales of the real
estate collateral).  The balance will be due in full by Dec. 31,
2014.

With respect to the BofA Secured Claim, the Debtor has consented
to the surrender of the collateral to BofA in exchange for a
waiver by BofA of any deficiency claim that may arise upon the
sale or other disposition of its collateral.

With respect to Citizens Allowed Secured Claim on account of the
loan secured by the Lugo Property in Los Angeles, Citizens has
been granted relief from stay to immediately foreclose on and sell
the Lugo Property.

With respect to Citizens Secured Claims on account of the San
Leandro (Calif.) Property, Citizens will be paid monthly payments
commencing April 1, 2011, over a period of 15 years.   If the sale
of the San Leandro Property does not close by June 30, 2012, or if
there is an uncured default in Debtor's payments to Citizens,
which is not cured within 30 days after notice, Citizens will be
entitled to foreclose on and sell the Property immediately without
need for further order of the Bankruptcy Court.

With respect to Citizens Secured Claims on account of the Carson
(Calif.) Property, Citizens will be paid monthly payments
commencing April 1, 2011, over a period of 15 years, with the
entire outstanding balance being due and payable in full on
June 30, 2012.

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

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

                    About Dynamic Builders Inc.

Dynamic Builders Inc. is a Los Angeles-based real estate
developer.  Founded in 1964 by L. Ramon Bonin, Dynamic Builders is
principally involved in the construction of build to suit
commercial/industrial buildings in the Los Angeles area.

Dynamic Builders owns properties in Los Angeles, Carson, San
Leandro, and Commerce, California, with total value of
$130,790,612.  Secured lenders who financed the acquisition of the
properties are owed a total of $113,181,128.

L. Ramon Bonin and Patty A. Bonin, the shareholders of the Company
and guarantors of the institutional debt, sought Chapter 11
protection (Bankr. C.D. Calif. Case No. 10-14067) on March 31,
2011.  James C. Bastian, Jr., Esq., at Shulman Hodges & Bastian
LLP, represents the Bonins in their Chapter 11 case.

Dynamic Builders filed for Chapter 11 bankruptcy protection on
March 31, 2010 (Bankr. C.D. Calif. Case No. 10-14151).  The
Company estimated its assets and debts at $100 million to
$500 million as of the Chapter 11 filing.  It identified Comerica
Bank, with a claim of $29.6 million, as the largest unsecured
creditor.

Todd C. Ringstad, Esq., and Nanette D. Sanders, Esq., at Ringstad
& Sanders, LLP, in Irvine, Calif., represent the Debtor as
bankruptcy counsel.  Shaw Financial Services, Inc. serves as the
Debtor's bookkeeper for bankruptcy reporting requirements and as
its tax preparer.  Bird, Marella, Boxer, Wolpert, Nessim, Drooks &
Lincenbert acts as special litigation counsel in certain
proceeding affecting Dynamic's rights in properties located at
1124 and 1135 S. Boyle Avenue.  Axis Business Advisory Services,
LLC, serves as the Debtor's financial consultants.


EAGLES CREST: Wants Until June 24 to Propose Reorganization Plan
----------------------------------------------------------------
Eagles Crest Leasing Group 1, LLC, asks the U.S. Bankruptcy Court
for the Southern District of Iowa to extend until June 24, 2011,
its exclusive period to file a chapter 11 plan and an explanatory
disclosure statement.  The Debtor relates that it needs more time
to fine tune its future income and expenses projection with it
general reorganization counsel and general reorganization
accountants.

                        About Eagles Crest

Coralville, Iowa-based Eagles Crest Leasing Group 1, LLC, filed
for Chapter 11 bankruptcy protection (Bankr. S.D. Iowa Case No.
10-06103) on Dec. 27, 2010.  Jeffrey D. Goetz, Esq., at Bradshaw,
Fowler, Proctor & Fairgrave, P.C., serves as the Debtor's
bankruptcy counsel.  The Debtor disclosed 12,778,480 in assets and
11,755,325 in liabilities as of the Chapter 11 filing.

Habbo G. Fokkena, the U.S. Trustee for Region 12, was unable to
appoint a committee of unsecured creditors in the Debtor's case.


ELM STREET: Court to Hold Preliminary Status Conference on May 13
-----------------------------------------------------------------
Judge Peter Carroll of the U.S. Bankruptcy Court for the Central
District of California directed Elm Street Partners, LLC, to:

   -- serve of a copy of the order on notice parties, including
      the United States Trustee and creditors by April 22, 2011;

   -- declare whether the Debtor holds, owns, or possesses any
      legal or equitable interest in single asset real estate not
      later than April 29, 2011; and

   -- file and serve a preliminary status report not later than
      May 6, 2011.

A preliminary status conference is set for May 13, 2011.

The Court urged the Debtor to attend the preliminary status
conference and to file monthly interim statements and operating
reports.

Santa Monica, California-based Elm Street Partners, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. C.D. Calif. Case No. 11-
20225) on March 9, 2011.  James R. Selth, Esq., at Weintraub &
Selth, APC, serves as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $10 million to $50 million.


ENNIS COMMERCIAL: Gives Up Tehachapi Property to Receiver
---------------------------------------------------------
Ennis Commercial Properties, LLC, and Rabobank have stipulated to
the Superior Court of California for the County of Fesno to
appoint a receiver in the action Rabobank v. PR Ennis I, etc., et
al., Case No. 11CECG01060 MBS, to take possession, custody, and
control of and to operate and maintain the property securing the
loans that are subject of the Action.

The property includes that certain real property at (i) 1001
Tehachapi Blvd., Tehachapi, in Kern County, California, commonly
known as the Tehachapi Crossings, and (ii) 1100 Tehachapi Blvd.
and 300 Tucker Road, Tehachapi, in Kern County, California,
commonly known as the Tehachapi Junction.

The parties further stipulated that James S. Lowe II be appointed
as the receiver, and that the receiver's and Bank's bond be in the
amount of $1,000.

                About Ennis Commercial Properties

Porterville, California-based Ennis Commercial Properties, LLC
filed for Chapter 11 bankruptcy protection (Bankr. E.D. Calif.
Case No. 10-12709) on March 16, 2010.  Peter L. Fear, Esq., who
has an office in Fresno, California, assists the Company in its
restructuring effort.  The Company disclosed $40,878,319 in assets
and $43,922,485 in liabilities.

An affiliate, Ennis Homes, Inc. (Case No. 09-10848) filed for
Chapter 11 on Feb. 2, 2009.  Two other affiliates also filed for
Chapter 11 in 2009.


FATBURGER RESTAURANTS: Faces Lawsuits From Creditors Committee
--------------------------------------------------------------
The Franchise Hound reports that lawsuits filed after two
Fatburger Corp. subsidiaries -- Fatburger Restaurants of
California and Fatburger Restaurants of Nevada -- filed for
Chapter 11 bankruptcy in 2009 have led to the auction of 25
Fatburger locations.  The sale brought in $7.4 million last week,
though even that better-than-expected price tag couldn't brush off
the legal challenges the Company is facing.

According to the report, the pending eight lawsuits were filed by
unsecured creditors who have charged the Company with the
fraudulent transfer of assets prior to the bankruptcy filing.
Fatburger's chief executive Andrew Wiederhorn says the lawsuits
are "beyond frivolous" and "a desperate attempt to recover what
they can."

The report relates that Fatburger Corp. should not see much
negative impact from these sales.  In fact, once they receive
court approval for the sale of the restaurants, it is expected
that the company will return from bankruptcy.  All of the
restaurants sold intend to remain Fatburgers.  "Fatburger is a 60
year, iconic brand with a significant following," said National
Franchise Sales asset recovery specialist Alan Gallup.  "Despite
interest from several national and emerging chains, the units
clearly had more value as franchised Fatburger locations and going
concerns, than as conversion locations."

Sherman Oaks, California-based Fatburger Restaurants of California
Inc. and Fatburger Restaurants of Nevada Inc. filed for Chapter 11
bankruptcy protection on April 7, 2009 (Bankr. C.D. Calif. 09-
13964 and 09-13965).


FERRITE CO: Emerges from Chapter 11 Bankruptcy
----------------------------------------------
Ashley Smith at The Telegraph, in Nashua, New Hampshire, reports
that Ferrite Co. emerged from bankruptcy in March, shedding $6.5
million in unsecured debt and saving the remaining 45 jobs.  About
84% percent of the company's creditors supported the bankruptcy
plan, despite the fact that they only received 7% of what they
were owed.  Creditors of Ferrite Co. placed the company under
Chapter 7 liquidation in July 2010, but was converted to a Chapter
11 case later.  Founded in 1984, Ferrite makes industrial
microwave systems and had 150 employees at the height of its
operations.


FIRST SECURITY: Appoints Ralph Coffman as Acting Interim CEO
------------------------------------------------------------
First Security Group, Inc., announced that Ralph E. "Gene"
Coffman, Jr., was appointed acting interim Chief Executive
Officer, subject to any necessary regulatory non-objections.  He
succeeds Rodger B. Holley, who resigned on April 21, 2011, after
serving 11 years as CEO and Chairman of the Board.

Mr. Coffman has served as President and Chief Operating Officer
since 2010 and has more than 20 years of executive management
experience in financial organizations, including serving in the
CEO or President role at three different financial institutions.
Prior to joining First Security, Mr. Coffman served as Ohio
Regional President of WesBanco Bank, Inc., a $5.6 billion multi-
bank holding company.  Prior to WesBanco, Coffman served as
President and Chief Executive Officer of Oak Hill Financial, Inc.,
an Ohio bank holding company that merged with WesBanco in 2007.
Oak Hill Financial, Inc., was a $1.3 billion community bank with
37 banking offices.

"Gene has demonstrated strong leadership since joining First
Security in 2010 as President and Chief Operating Officer," said
Ralph Mathews, a member of the FSG Board of Directors.  "His
background and successful track record made him the ideal
candidate during the Board's national search for that position,
and his performance merits this appointment as acting interim
CEO."

Mr. Holley served First Security as Chairman and CEO since its
founding in 1999 and was one of the original shareholders.  "On
behalf of the Board, I want to thank Rodger for his leadership and
dedication to FSG," Mathews said.  "He successfully achieved his
vision to create a community bank along the interstate corridors
of eastern Tennessee and north Georgia.  We wish him well."

                     About First Security Group

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

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

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

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

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

The Company reported a net loss of $44.34 million on $54.91
million of total interest income for the year ended Dec. 31, 2010,
compared with a net loss of $33.45 million on $64.00 million of
total interest income during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $1.16 billion
in total assets, $1.07 billion in total liabilities and $93.37
million in total stockholders' equity.

Joseph Decosimo and Company, PLLC, in Chattanooga, Tennessee,
expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company has incurred losses from operations for the past two
years.  The Company is also operating under formal supervisory
agreements with the Federal Reserve Bank of Atlanta and the Office
of the Comptroller of the Currency and is not in compliance with
all provisions of the Agreements.  Failure to achieve all of the
Agreements' requirements may lead to additional regulatory
actions.


FIVE HOUSTON: Court Dismisses Involuntary Ch. 11 Case
-----------------------------------------------------
Judge Marvin Isgur of the United States Bankruptcy Court for the
Southern District of Texas dismissed the Chapter 11 case of Five
Houston Cornerstone, Ltd., with prejudice against re-filing for
bankruptcy relief for a period of 180 days from the entry of the
order.

To recall, LB-RPR REO Holdings, LLC, the Debtor's major secured
creditor, asked the Court to dismiss the involuntary Chapter 11
proceeding filed by creditor CGT Construction against the Debtor.

                        About Five Houston

CGT Construction filed an involuntary Chapter 11 petition against
Houston, Tex.-based Five Houston Cornerstone, Ltd. (Bankr. S.D.
Tex. Case No. 11-31984) on March 1, 2011.  Petitioner claims it is
owed $593,424.

The alleged debtor owns the Cornerstone Chase Apartments at 9550
Long Point Road in Northwest Harris County, which includes a 228
unit apartment complex.  Debtor represents itself in the case.

Matthew Hoffman, Esq., at the Law Offices of Matthew Hoffman,
p.c., in Houston, represents the petitioning creditor.


FLORIDA EXTRUDERS: Has $7.5MM DIP Loan; To Auction Off Assets
-------------------------------------------------------------
Katy Stech, writing for Dow Jones' Daily Bankruptcy Review,
reports that Florida Extruders International Inc. plans to sell
itself to the highest bidder at auction.

Ms. Stech says the company blamed its bankruptcy filing on the
collapse of the region's housing market.

Ms. Stech says much of the company's $16.9 million in debt is owed
to lender Wells Fargo & Co., which will be allowed to offer
forgiveness of that debt in lieu of cash if it bids on the
manufacturer.  The company's first-day court documents didn't
mention any other potential buyers.

Ms. Stech notes company officials said in court filings that most
of the company's remaining value lies in its expensive aluminum-
shaping machinery and the value of the land where it built its
operations.

Ms. Stech also reports company officials plan to ask the Court for
permission to draw a $7.5 million bankruptcy loan from Wells
Fargo.  It also asked to spend a portion of the collateral it put
forth to secure its existing Wells Fargo loan to keep the business
operating throughout the bankruptcy proceedings.

                      About Florida Extruders

Headquartered in Sanford, Florida, Florida Extruders
International, Inc. -- http://www.floridaextruders.com/-- was
formed in 1989 and is a low cost, vertically integrated aluminum
extruder, window, sliding glass door, and patio screen door
manufacturer, and building products distributor.  It filed a bare-
bones Chapter 11 petition (Bankr. M.D. Fla. Case No. 11-07761) on
April 25, 2011.  The Debtor has $26.3 million in assets and
$16.9 million in debt, mainly owed to lender Wells Fargo & Co.
The case has been assigned to Judge K. Rodney May.  Christopher C.
Todd, Esq., at McIntyre, Panzarella, Thanasides, serves as the
Debtor's counsel.


FORD MOTOR: Reports $2.6 Billion Net Income in First Quarter
------------------------------------------------------------
Ford Motor Company reported first quarter 2011 net income of $2.6
billion, or 61 cents per share, an increase of $466 million, or 11
cents per share, from first quarter 2010 as fuel-efficient new
products, continued investment in global growth and the
strengthening of Ford's core business boosted results.

"Our team delivered a great quarter, with solid growth and
improvements in all regions," said Alan Mulally, Ford president
and CEO.  "We continue to accelerate our One Ford plan around the
world, delivering on our commitments to serve our global customers
with a full family of best-in-class vehicles and deliver
profitable growth for all, despite uncertain economic conditions."

First quarter 2011 pre-tax operating profit was $2.8 billion, or
62 cents per share, an increase of $827 million, or 16 cents per
share, from first quarter 2010. This increase reflects improved
profits in each Automotive segment, led by a strong performance in
North America and solid improvement in Europe.

First quarter Automotive pre-tax operating profit was $2.1
billion, an increase of $936 million from first quarter 2010.
Ford's Automotive business is benefiting from growth in both
volume and per-unit net revenue.  This revenue growth, along with
scale benefits from increasing volume, are driving improvements in
profitability and operating margin - despite higher commodity
costs and planned cost increases associated with the investments
Ford is making in its products, brand and future growth.  The
profitability improvement also reflects Ford's stronger balance
sheet through lower net interest expense.

First quarter Ford Credit pre-tax operating profit was $713
million, a decrease of $115 million from first quarter 2010,
consistent with previous guidance.

North America posted a first quarter pre-tax operating profit of
$1.8 billion, a $591 million increase from first quarter 2010.
Europe reported a first quarter pre-tax operating profit of $293
million, an increase of $186 million from first quarter 2010.
South America and Asia Pacific Africa also posted increased pre-
tax operating profits.

Ford's first quarter revenue was $33.1 billion, an increase of $5
billion from first quarter 2010.

Ford generated positive Automotive operating-related cash flow of
$2.2 billion in the first quarter, an improvement of $2.3 billion
from first quarter 2010.

Ford also made significant progress in strengthening its balance
sheet, with a net reduction in Automotive debt of $2.5 billion in
the first quarter, including the redemption of all outstanding
Trust Preferred Securities.  Ford ended the first quarter with
$21.3 billion of Automotive gross cash, an increase of $800
million compared to Dec. 31, 2010.  Automotive gross cash exceeded
debt by $4.7 billion, an improvement of $3.3 billion from year end
2010.

Ford took action to increase overall liquidity, including an
additional $1.7 billion of capacity on its secured revolving
credit facility, reflecting Ford's improved credit profile and
overall credit conditions.  Ford's Automotive liquidity totaled
$30.7 billion, an increase of $2.8 billion from year end 2010.

"Our business is improving as we achieve growth in volume and
revenue, while maintaining our focus on increasing
competitiveness," said Lewis Booth, Ford executive vice president
and chief financial officer.  "The quarter was another encouraging
step as we invest for an even stronger business for the future."

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

                         About Ford Motor

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

The Company's balance sheet at Dec. 31, 2010 showed $164.68
billion in total assets, $165.33 billion in total liabilities and
$642 million in total deficit.

                           *     *     *

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

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

                           *     *     *

This concludes the Troubled Company Reporter's coverage of Ford
Motor Company until facts and circumstances, if any, emerge
that demonstrate financial or operational strain or difficulty at
a level sufficient to warrant renewed coverage.


FORUM HEALTH: Judge Denies Stay Plea on Foundations' Exit
---------------------------------------------------------
Business Journal Daily reports that two foundations affiliated
with the former Forum Health Inc. can move ahead with plans to
exit Chapter 11 bankruptcy, after the judge overseeing the cases
denied a motion to block the move pending an appeal by Forum's
creditors.

According to the report, U.S. Bankruptcy Judge Kay Woods denied
the motion, filed by the official committee of unsecured creditors
in Forum's bankruptcy, to stay the effectiveness of her order last
month granting motions by Trumbull Memorial Health Foundation and
Western Reserve Health Foundation to dismiss their Chapter 11
cases.  The Committee represents Forum's vendors and suppliers.

The creditors opposed the two charitable foundations motions' to
exit Chapter 11 so about $12 million in unrestricted contributions
could be considered part of Forum's assets.  Judge Woods issued an
order March 17 ruling that the Trumbull Memorial and Western
Reserve foundations were "separate and distinct non-profit
corporations" that have "operated exclusively for their charitable
purposes" and that their unrestricted funds could not be used to
pay the creditors of the other Forum debtors in the consolidated
Chapter 11 case.

The unsecured creditors responded with an appeal to the District
Court for the Northern District of Ohio, arguing that the
dismissal motions were "incorrectly decided" by Judge Woods.

In her order issued, Judge Woods found that the committee is not
likely to succeed with its appeal and would not be "irreparably
harmed" by denying the motion for stay, that the foundations,
their creditors and the public would be harmed if the court
granted the motion for stay, and that the public interest would
benefit from the denial of the motion for stay.

                       About Forum Health

Forum Health and its affiliates filed for Chapter 11 protection
(Bankr. N.D. Ohio Lead Case No. 09-40795) on March 16, 2009.  In
its petition, Forum Health estimated $100 million to $500 million
in assets and debts.

McDonald Hopkins LLC and Nadler, Nadler and Burdman Co., L.P.A.,
serve as the Debtors' chapter 11 co-counsel.  Huron Consulting
Services LLC is the Debtors' Chief Restructuring Officer and
Financial Support Personnel.  Houlihan Lokey Howard and Zukin
Capital, Inc. are the Debtors' investment bankers.  Ernst & Young
LLP is the Debtors' independent auditor.  Baker and Hostetler and
Thompson Hine LLP serve as special counsel.  Squire, Sanders &
Dempsey LLP serve as the bond counsel.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

Alston & Bird LLP serves as counsel to the Official Committee of
Unsecured Creditors.  Grant Thornton LLP is the financial advisor
to the Creditors Committee.


FOUR LIONS: Case Dismissal Looms as Counsel Disqualified
--------------------------------------------------------
During the status conference held on March 17, 2011, in the
bankruptcy case of Four Lions Corp., the U.S. Bankruptcy Court for
the District of Puerto Rico disqualified counsel for the Debtor.
The Court noted that a review of the Debtor's case docket shows it
is not represented by counsel.

Accordingly, Judge Sara de Jesus directed the Debtor to show cause
why its case should not be dismissed for its failure to obtain
Counsel.

The Court gave the Debtor until May 11, 2011, to respond, or the
case may be dismissed or converted with out a hearing.

San Juan, Puerto Rico-based Four Lions Corp. filed for Chapter 11
bankruptcy protection on January 24, 2011 (Bankr. D. P.R. Case No.
11-00419).  The Debtor tapped Alexis Fuentes Hernandez, Esq., at
the Fuentes Law Offices, as counsel when it sought bankruptcy
protection.


FRANK PARSONS: Taps American Auction to Appraise Equipment
----------------------------------------------------------
Frank Parsons Inc. asks the U.S. Bankruptcy Court for the District
of Maryland for permission to employ American Auction & Appraisals
Inc. to appraise certain industrial and warehouse equipment owned
by the Debtor.

According to the Debtor, the firm's retention and employment is
necessary and appropriate.  The Debtor is seeking to resolve Anne
Arundel County's security interests and liens as part of the sale
process and believes that it is critical to understand the value
of certain furniture, fixtures and equipment to determine whether
a resolution is possible.  The Debtor owes Anne Arundel County
$106,000 for the money loaned to purchase the equipment and
furniture.

The firm will be paid a fee not to exceed $2,000.

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

                       About Frank Parsons

Headquartered in Hanover, Maryland, Frank Parsons, Inc. --
http://www.frankparsons.com/-- aka Frank Parsons Paper Company
Inc., is the largest employee-owned, business products,
technology, and office supplies company in the United States,
offering more than 180,000 products from companies such as Avery,
Fujifilm, Hewlett Packard, IBM, Sony, Xerox, Xiotech, and more.
Frank Parsons is an approved contractor on the GSA Schedule and an
authorized AbilityOne Distributor.  The company holds several
environmental certifications, including FSC, SFI, and PEFC.

Frank Parsons filed for Chapter 11 bankruptcy protection (Bankr.
D. Md. Case No. 11-10338) on Jan. 6, 2011.  The Debtor estimated
its assets and debts at $10 million to $50 million.

Gary H. Leibowitz, Esq., and Irving Edward Walker, Esq., at Cole
Schotz Meisel Forman & Leonard, PA, serve as the Debtor's
bankruptcy counsel.  The Debtor has also tapped SSG Capital as an
investment banker to explore strategic options.  WeinsweigAdvisors
LLC is the financial advisor to the Debtor.  Delaware Claims
Agency, LLC, is the claims and noticing agent.

Brent C. Strickland, Esq., at Whiteford, Taylor & Preston L.L.P.,
in Baltimore, Maryland, and Bradford J. Sandler, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, serve
as counsel to the Official Committee of Unsecured Creditors formed
in the Chapter 11 case.


FREDDIE MAC: Reports March Volume Summary
-----------------------------------------
Freddie Mac issued its March 2011 Monthly Volume Summary.  The
Monthly Volume Summary, a copy of which is furnished as Exhibit
99.1 to this report, is incorporated herein by reference.

March 2011 Highlights:

   -- The total mortgage portfolio decreased at an annualized rate
      of 4.7% in March.

   -- Single-family refinance-loan purchase and guarantee volume
      was $19.4 billion in March, reflecting 72% of total mortgage
      purchases and issuances.

   -- Total number of loan modifications were 12,141 in March 2011
      and 35,158 for the three months ended March 31, 2011.

   -- The aggregate unpaid principal balance (UPB) of the
      Company's mortgage-related investments portfolio decreased
      by approximately $4.1 billion in March.

   -- Freddie Mac mortgage-related securities and other guarantee
      commitments decreased at an annualized rate of 5.3% in
      March.

   -- The Company's single-family seriously delinquent rate
      decreased to 3.63% in March.  The Company's multifamily
      delinquency rate remained flat at 0.36% in March.

   -- The measure of the Company's exposure to changes in
      portfolio market value (PMVS-L) averaged $401 million
      in March.  Duration gap averaged 0 months.

A full-text copy of the Monthly Operating Summary is available for
free at http://is.gd/EVMIVd

                         About Freddie Mac

Based in McLean, Virginia, the Federal Home Loan Mortgage
Corporation, known as Freddie Mac (OTCBB: FMCC) --
http://www.FreddieMac.com/-- was established by Congress in
1970 to provide liquidity, stability and affordability to the
nation's residential mortgage markets.  Freddie Mac supports
communities across the nation by providing mortgage capital to
lenders.  Over the years, Freddie Mac has made home possible for
one in six homebuyers and more than five million renters.

Freddie Mac is under conservatorship and is dependent upon the
continued support of Treasury and the Federal Housing Finance
Agency acting as conservator to continue operating its
business.


FRONTERA COPPER: To File Delayed Annual Results on April 30
-----------------------------------------------------------
Frontera Copper Corporation disclosed that further to the
Company's April 18, 2011 news release announcing a delay in the
filing of the Company's financial statements for the year ended
Dec. 31, 2010, including the related management discussion and
analysis, annual information form and CEO and CFO certifications,
the required Documents are expected to be filed on April 30, 2011.
This estimate is based on assurances from the Company's auditors.

There is no disagreement with the auditors in connection with
audit scope or accounting matters.  The management cease trade
order will continue to be in effect until the Required Documents
are filed.

Until the Required Documents are filed, the Company intends to
provide information in accordance with National Policy 12-203
Cease Trade Orders for Continuous Disclosure Defaults.

                       About Frontera Copper

Frontera Copper Corporation -- http://www.fronteracopper.com/--
is a Canada-based company formed to acquire and bring into
production the Piedras Verdes project.  The Company owns or
controls the Piedras Verdes Mine through its 81% direct interest
in Cobre del Mayo, S.A. de C.V. (CDM), and its 19% indirect
interest in CDM, through its wholly owned subsidiary, Frontera
Cobre del Mayo, Inc. (FCDM).  The Piedras Verdes property consists
of 27 mineral concessions.  CDM directly owns 22 titled
concessions totaling 3,581.29 hectares.  During the year ended
Dec. 31, 2008, the Piedras Verdes operations produced
41.6 million pounds of copper cathode and sold 41.8 million pounds
of copper.  In May 2009, the Company was acquired by 0839073 BC
Ltd., a wholly owned subsidiary of Invecture Group, S.A. de C.V.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 19, 2010,
Frontera Copper Corporation received a formal default notice from
CIBC Mellon Trust Company, the Trustee under the Indenture
governing the Series 1 Senior Notes.  The notice was received as a
consequence of the Company's failure to make the Dec. 15, 2009,
interest payment on those Notes.


FULL CIRCLE: Has Until July 5 to File Chapter 11 Plan
-----------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
extended the exclusive periods of Full Circle Dairy LLC to file a
Chapter 11 plan until July 5, 2011, and solicit acceptances of
that plan until Sept. 3, 2011.

According to the Debtor, the extension will increase the
likelihood of a consensual resolution of the case that preserves a
greater reorganization value than will any plan that the Debtor
might file at this time simply to preserve its exclusive rights.

Full Circle Dairy, LLC, operates a dairy in Lee, Florida.  It
filed for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case
No. 10-06895) on Aug. 9, 2010.  Robert D Wilcox, Esq., at Brennan,
Manna & Diamond, PL, represents the Debtor.  The official
committee of unsecured creditors in the Chapter 11 case has tapped
John T. Rogerson, III, Esq., at Volpe, Bajalia, Wickes, Rogerson &
Wachs, in Jacksonville, Florida, as counsel.

The Company disclosed $14,281,637 in assets and $12,879,703 in
liabilities as of the Petition Date.


FULTON HOMES: Appellate Court Sends Dispute to Mediation
--------------------------------------------------------
J. Craig Anderson at the Arizona Republic reports that a
bankruptcy judge has ordered Fulton Homes and its primary
creditors, a group of banks led by Bank of America to undergo
mediation through the 9th U.S. Circuit Court of Appeals.

According to the report, the parties have been arguing for more
than two years in U.S. Bankruptcy Court over the terms under which
the builder would repay the balance of its debt of more than
$160 million on an unsecured line of credit.  Fulton Homes and its
creditors have not been able to resolve a disagreement on the
amount of debt owed.  Fulton's debt stems from a loan issued by
the lenders during the Phoenix area's housing boom for land
purchases and speculative housing construction.

The Arizona Republic relates that the mediation will give the
parties another chance to resolve their differences.  The
participants will present their recommendations to a neutral
mediator, who will work with both sides to set terms for the
repayment of debts, according to Phoenix attorney Don Gaffney, who
represents the lender group.

                        About Fulton Homes

Fulton Homes Corporation -- http://www.fultonhomes.com/-- is
a Tempe, Arizona-based homebuilder.  The Company filed for
Chapter 11 protection (Bankr. D. Ariz. Case No. 09-01298) on
Jan. 27, 2009.  Mark W. Roth, Esq., at Shughart Thomson & Kilroy
PC, represents the Debtor in its restructuring efforts.  The
Debtor estimated assets and debts between $100 million and
$500 million in its Chapter 11 petition.


FUSION TELECOMMUNICATIONS: Borrows $225,000 from Marvin Rosen
-------------------------------------------------------------
Fusion Telecommunications International, Inc., borrowed $150,000
on April 18, and an additional $75,000 on April 21 from Marvin S.
Rosen, a director of the Company.  This note (a) is payable on
demand in full upon 10 days notice of demand from the lender, (b)
bears interest on the unpaid principal amount at the rate of 3.25%
per annum, and (c) grants the lender a collateralized security
interest, pari passu with other lenders, in the Company's accounts
receivable.  The proceeds of this note are to be used primarily
for general corporate purposes.

                  About Fusion Telecommunications

New York City-based Fusion Telecommunications International, Inc.
(OTC BB: FSNN) is a provider of Internet Protocol ("IP") based
digital voice and data communications services to corporations and
carriers worldwide.

As reported by the TCR on April 26, 2011, Rothstein, Kass &
Company, P.C., in Roseland, New Jersey, expressed substantial
doubt about Fusion Telecommunications' ability to continue as a
going concern.  The independent auditors noted that the Company
the Company has negative working capital balances, incurred
negative cash flows from operations and net losses since
inception, and has limited capital to fund future operations.

Fusion Telecommunications reported a net loss of $5.8 million on
$41.8 million of revenues for 2010, compared with a net loss of
$9.6 million on $40.9 million of revenues for 2009.

At Dec. 31, 2010, the Company's balance sheet showed $5.0 million
in total assets, $13.0 million in total liabilities, and a
stockholders' deficit of $8.0 million.


GEOFFREY ZAKARIAN: Files for Bankruptcy to Avert Cooks' Suit
------------------------------------------------------------
Ross Todd at the AM Law Daily reports that celebrity chef Geoffrey
Zakarian filed for Chapter 7 bankruptcy in Bridgeport,
Connecticut, in part to avoid the costs of defending a suit.
The Debtor estimated assets of less than $50,000 and liabilities
of up to $1 million.

According to the report, Mr. Zakarian's publicist told The New
York Times that the chef's bankruptcy was "due to thew enormous
costs of defending a class action lawsuit by former employees."
Mr. Zakarian has denied the cooks' allegations that he failed to
pay overtime, falsified records, and deducted money for staff
meals from their paychecks even when those meals were not
provided.  More than 150 of his former cooks have joined the suit.

Scott Lucas, the plaintiffs' lawyer handling the case against
Mr. Zakarian, told the Times that the personal bankruptcy filing
puts all litigation against Mr. Zakarian, including the class
action, on hold.


GEORGE - MARSHALL: Case Summary & Largest Unsecured Creditor
------------------------------------------------------------
Debtor: George - Marshall Corporation
        3116 W. Moore Street
        Richmond, VA 23230

Bankruptcy Case No.: 11-32776

Chapter 11 Petition Date: April 26, 2011

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

Judge: Kevin R. Huennekens

Debtor's Counsel: David K. Spiro, Esq.
                  HIRSCHLER FLEISCHER
                  P.O. Box 500
                  Richmond, VA 23218-0500
                  Tel: (804) 771-9500
                  Fax: (804) 644-0957
                  E-mail: dspiro@hf-law.com

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

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

The petition was signed by Allen Mead Ferguson, secretary.

The list of unsecured creditors filed together with its petition
contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Union First Market Bank            --                     $799,251
c/o LeClair Ryan
Vern Inge, Esq.
951 East Byrd Street
Richmond, VA 23219


GLOBAL ENTERTAINMENT: S. Lee Named COO as Part of Reorganization
----------------------------------------------------------------
Global Entertainment Corporation announced several decisions by
its Board of Directors related to a reorganization of the
Company's executive management team.

In an effort to focus management's responsibilities more
effectively, the Board of Directors of Global Entertainment
appointed Steven E. Lee as Chief Operating Officer.  He previously
served as the company's Executive Vice President and Chief
Administrative Officer.  Mr. Lee will now be responsible for all
day-to-day operations of the company as well as continuing to
oversee human resources, information technology, legal, contract
administration and related areas.  He will continue to focus on
creating operational and cost efficiencies for Global
Entertainment.

Mr. Lee stated, "Although the company has experienced a number of
challenges recently, I look forward to continuing to roll up my
sleeves in an effort to meet these challenges head on."

Richard Kozuback, President and Chief Executive Officer affirmed,
"I look forward to continuing to work with Steve in the best
interest of our shareholders."  Mr. Kozuback elaborated, "Steve's
assumption of this new position will allow me to focus my time and
effort on new prospects for the company such as multi-event
centers and other revenue drivers.  I will be able to devote more
personal attention to working on strategic opportunities and
continuing to guide our successful Central Hockey League
operations while Steve concentrates on operational
responsibilities."

In addition, Charles Mathews has resigned as Chief Financial
Officer of the Company effective April 22, 2011.  Mr. Mathews
stated, "My decision to leave the company to pursue other
opportunities is a personal and difficult one."  The company will
operate with its controller working under the guidance of Mr. Lee
for the near future.

On behalf of Global Entertainment's Board of Directors, W. James
Treliving, Chairman of the Board, stated, "The Board is pleased to
institute the position of Chief Operating Officer.  Steve has
performed admirably thus far in executing tasks while navigating
through the company's operational difficulties and we are
confident in his ability to assume full operational responsibility
going forward while Mr. Kozuback concentrates on driving new
business."  Mr. Treliving continued, "These have certainly been
challenging times for the company and the Board is focused on
making the necessary hard decisions on behalf of all of the
company's shareholders.  We maintain belief in the long-term
potential of Global Entertainment, anchored by our successful
Central Hockey League operations, and will continue to dedicate
our energy towards helping the company realize a successful
future."

                     About Global Entertainment

Tempe, Ariz.-based Global Entertainment Corporation (OTC BB: GNTP)
-- http://www.globalentertainment2000.com/-- is an integrated
events and entertainment company focused on mid-size communities
that is engaged, through its seven wholly owned subsidiaries, in
sports management, multi-purpose events and entertainment centers
and related real estate development, facility and venue management
and marketing and venue ticketing.

The Company's balance sheet at Feb. 28, 2011, showed $2.64 million
in total assets, $3.31 million in total liabilities and a
$667,000 stockholders' deficit.

As reported in the Troubled Company Reporter on Sept. 20, 2010,
Semple, Marchal & Cooper, LLP, in Phoenix, Ariz., expressed
substantial doubt about Global Entertainment's ability to continue
as a going concern, following its results for the fiscal year
ended May 31, 2010.  The independent auditors noted that the
Company has experienced a significant decline in operations, cash
flows and liquidity.


GOLDEN CHAIN: Taps Stephen Cummings as Special Litigation Counsel
-----------------------------------------------------------------
Golden Chain, Inc., seeks authority from the U.S. Bankruptcy Court
for the Central District of California to employ the law firm of
Stephen Cummings, Law Offices of Stephen Cummings, as its special
litigation counsel.

The firm will represent the Debtor to address issues, including
those related to the Debtor's assets located in Nevada.

San Jacinto, California-based Golden Chain, Inc., filed for
Chapter 11 bankruptcy protection (Bankr. C.D. Calif.  Case No. 11-
10793) on Jan. 10, 2011.  In its schedules, the Debtor disclosed
$10,539,890 in assets and $412,048 in liabilities as of the
petition date.


GREAT ATLANTIC & PACIFIC: Developer Seeks to Pursue Litigation
--------------------------------------------------------------
Chip Giambrone, writing for Westlaw Journal Bankruptcy, reports
that CPS Operating Company LLC, a real estate developer, has asked
the Bankruptcy Judge to lift the automatic stay in the bankruptcy
case of Great Atlantic & Pacific Tea Co. Inc. so it can complete
litigation over a failed transaction involving the site of a lower
Manhattan Pathmark store.  CPS said that discovery in the
litigation is already concluded and trial preparation should not
be a substantial undertaking.

According to Westlaw, CPS' motion provided a background of the
parties' dispute.  The Pathmark supermarket at issue was built as
part of an urban redevelopment plan that entitled the plot's
original developer to significant financial incentives.  However,
because of the financial incentives granted to the original
developer, any transfer of the leases on the property required
prior written approval from New York City's Department of Housing
Preservation and Development.  Failure to obtain that approval
could have allowed ownership of the land to revert back to the
city, the filing says.

Westlaw relates that Pathmark in 2007 agreed to assign its leases
on the Manhattan site to CPS.  The developer intended to construct
two luxury condominium towers on the site.  However, Pathmark
failed to obtain the required city approval and CPS terminated the
deal.

CPS sued in New York County Supreme Court to recover $6 million it
had placed in escrow.  Pathmark countersued, claiming it should
get the money because CPS refused to close without cause.
According to Westlaw, the Supreme Court judge denied the parties'
cross-motions for summary judgment in February 2009, ordering that
the matter go to trial on the issue of whether CPS had waived its
contractual right to have Pathmark obtain city approval for the
deal.

Westlaw further relates Pathmark received permission to take an
immediate appeal, and won summary judgment last June from the
state's First Department Appellate Division.  CPS then appealed to
the New York Court of Appeals.  The appeal was still pending at
the time of the Debtors' bankruptcy filing.

Westlaw says Pathmark advised the state high court of the
automatic stay.  It has taken the position, however, that the stay
does not apply to its "affirmative" claim for the escrow funds,
CPS's says in its objection to Pathmark's argument.  CPS counters
that no reason exists to separate Pathmark's pending appeal from
the remainder of the state-court litigation.

                 About Great Atlantic & Pacific

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

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

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

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


GRIMM BROTHERS: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Grimm Brothers Realty Co.
        837 Swede Street
        Norristown, PA 1940

Bankruptcy Case No.: 11-13358

Chapter 11 Petition Date: April 27, 2011

Court: U.S. Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Judge: Bruce I. Fox

Debtor's Counsel: Roger V. Ashodian, Esq.
                  William H. Hall, IV, Esq.
                  REGIONAL BANKRUPTCY CENTER OF SE PA
                  101 West Chester Pike, Suite 1A
                  Havertown, PA 19083
                  Tel: (610) 446-6800
                  Fax: (610) 446-6808
                  E-mail: rashodian@schollashodian.com
                          whall@schollashodian.com

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

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

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

The petition was signed by Gary R. Grimm, operations manager.


GRUBB & ELLIS: Michael Kojaian Discloses 30.1% Equity Stake
-----------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Michael C. Kojaian and his affiliates
disclosed that they beneficially own 22,908,209 shares of common
stock of Grubb & Ellis Company representing 30.1% of the shares
outstanding.  The number of shares outstanding of the Company's
common stock as of March 28, 2011 was 69,921,581 shares.  A full-
text copy of the filing is available for free at:

                        http://is.gd/T64iD1

                        About Grubb & Ellis

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

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

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

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


GRUBB & ELLIS: CDCF II Discloses 8.76% Equity Stake
---------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, CDCF II GNE Holding, LLC, and its affiliates disclosed
that they beneficially own 6,712,000 shares of common stock of
Grubb & Ellis Company representing 8.76% of the shares outstanding
based on 69,921,581 shares of common stock outstanding as of
March 28, 2011, as disclosed in the Company's Form 10-K filed on
March 31, 2011, plus 6,712,000 shares of common stock that would
be issued upon exercise of the Warrants of the Company held by the
Reporting Persons.  A full-text copy of the filing is available
for free at http://is.gd/ALDg1U

                        About Grubb & Ellis

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

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

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

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


GSC GROUP: Lenders May Try Blocking Vote by Black Diamond
---------------------------------------------------------
Secured lenders to GSC Group Inc., who filed a plan to stop a sale
of the business to the controlling lender Black Diamond Capital
Finance LLC, are proposing to use the "designation" process in
connection with soliciting votes on the plan, Bill Rochelle, the
bankruptcy columnist for Bloomberg News, reports, citing a person
involved in the case who couldn't be identified because the
deliberations are private.

Mr. Rochelle notes that Black Diamond has the ability on its own
to block approval of the plan by secured lenders because it owns a
majority of the $206.6 million in secured debt.  If Black Diamond
were to propose its own plan, the other lenders could block
approval because they could preclude there being the required
majority in number of accepting creditors.  To prevent stalemate,
the lenders other than Black Diamond are considering the use of
the designation process, where some votes are disregarded.

Section 1126 of the U.S. Bankruptcy Code contains a provision
where the bankruptcy judge can disregard the vote of a creditor if
it's shown that the vote "was not in good faith."

                 Non-controlling Lenders File Plan

According to a prior report by Bill Rochelle, all secured lenders
to GSC Group Inc. other than Black Diamond Capital Finance LLC
filed a Chapter 11 plan April 26 to prevent Chapter 11 trustee
James L. Garrity from selling the business to Black Diamond.  The
plan proponents, who call themselves the non-controlling lender
group, say their plan is the "most equitable and economic
mechanism" for reorganization and will avoid "significant tax
liabilities" that would arise from a sale of the investment
manager.

According to the report, the non-Blackstone lenders' plan calls
for the secured lenders to receive all the new stock and $160
million in new 10% senior notes to mature in 2026.  The secured
lenders' recovery will be less than 100%.  Unsecured creditors
would receive nothing, because the lenders say the assets are
worth less than the secured debt.

According to the report, the lender group scheduled a May 25
hearing for approval of the disclosure statement explaining their
plan.  They want the bankruptcy court to fix a June 29 hearing to
consider confirmation of their plan.

The lenders, the report notes, contend that their disclosure
statement has sufficient information, even though they say it was
written "without access to the debtor's books and records."

The plan proponents include affiliates of Credit Agricole SA, UBS
AG and General Electric Capital Corp.

                 Sankaty Advisors to Take Charge

Pete Brush at Bankruptcy Law360 reports that creditors in the
rocky bankruptcy of GSC Group Inc. asked a judge in New York on
Monday to approve a plan of reorganization that would see Sankaty
Advisors LLC, an affiliate of Bain Capital LLC, take over
management of the alternative investment company.

Law360 says the plan, the first of the proceedings, was put forth
after a controversial asset sale, spearheaded by GSC principals
who wanted to sell to secured creditor Black Diamond Commercial
Finance LLC, fell apart in January.

                          About GSC Group

Florham Park, New Jersey-based GSC Group, Inc. --
http://www.gsc.com/-- is a private equity firm specializing in
mezzanine and fund of fund investments.  Originally named
Greenwich Street Capital Partners Inc. when it was a subsidiary of
Travelers Group Inc., GSC became independent in 1998 and at one
time had $28 billion of assets under management.  Market reverses,
termination of some funds, and withdrawal of customers'
investments reduced funds under management at the time of
bankruptcy to $8.4 billion.

GSC Group filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 10-14653) on Aug. 31, 2010.  Michael B. Solow,
Esq., at Kaye Scholer LLP, serves as the Debtor's bankruptcy
counsel.  Epiq Bankruptcy Solutions, LLC, is the Debtor's notice
and claims agent.  Capstone Advisory Group, LLC, is the Debtor's
financial advisor.  The Debtor estimated its assets at $1 million
to $10 million and debts at $100 million to $500 million as of the
Chapter 11 filing.


GULF RESOURCES: Disputes Allegations in Glaucus Report
------------------------------------------------------
Gulf Resources, Inc. provided additional disclosure disputing
certain allegations related to the reliability of its filings with
the Securities and Exchange Commission created by Glaucus Research
Group and distributed on Seeking Alpha on April 26, 2011.

The Company disputes or clarifies the following allegations raised
in the report:

1. According to the report, a privately held Chinese company,
Shandong Haoyuan Group, owned by the founder and chairman of the
board of Gulf Resources, claims to own and operate all of the
Company's assets and business.

Shouguang City Haoyuan Chemical Company Limited ("SCHC") and
Shouguang Yuxin Chemical Industry Co., Limited ("SYCI"), Gulf
Resources' two wholly-owned operating subsidiaries, were
previously owned by Shandong Haoyuan Industry Group Ltd. ("Haoyuan
Group"), of which Mr. Ming Yang, the Chairman of Gulf Resources,
is the majority owner.  In December 2006, Gulf Resources acquired
SCHC in a reverse merger transaction. On February 5, 2007, SCHC
acquired SYCI from the stockholders of SYCI.  Haoyuan Group holds
a significant equity interest in Gulf Resources (approximately
11.9%), but has no direct ownership of SCHC and SYCI.  The
corporate structure charts displayed on Haoyuan Group's website
are outdated and Haoyuan Group intends to update the website to
remove any misleading references.  Ming Yang and his affiliates
are the largest shareholders of Gulf Resources and have never
pledged or sold any shares.

Ownership verification for each of SCHC and SYCI are included as
Exhibits A and B respectively, in the Form 8-K filing.  These
confirm that SCHC is 100% owned by Hong Kong Jiaxing Industrial
Limited, the Company's Hong Kong subsidiary and that SYCI is 100%
owned by SCHC.

2. According to the report, Gulf Resources engaged in
inappropriate self-dealing by overpaying for a business owned by
its chairman and his family.  The report also claims that
according to the SAIC filings, SYCI was significantly less
valuable at the time of the acquisition, compared to what the
Company states in its SEC filings.

On Feb. 5, 2007, SCHC acquired SYCI. Under the terms of the merger
agreement, in exchange for transferring all of the equity interest
of SYCI to SCHC, the stockholders of SYCI received consideration
of 8,094,059 (restated for the 2-for-1 stock split in 2007 and the
1-for-4 stock split in 2009) shares of voting common stock of Gulf
Resources, Inc. and $2.55 million in cash.  The management is
currently retrieving relevant documentation regarding SYCI's
valuation at the time to demonstrate that the Company paid a fair
price for the acquisition.

3. According to the report, Gulf Resources has failed to disclose
that its largest customer is a related party.

The management confirms that Shouguang City Rongyuan Chemical Co.
Ltd. is not a related party to Gulf Resources and has provided a
copy of Rongyuan's shareholder list as Exhibits B and C, in the
Form 8-K filing, which confirms the names of management and
shareholder of Rongyuan.  Gulf Resources has excellent
relationships with its major customers, including Rongyuan.  From
time to time, Rongyuan utilizes Gulf Resources' name in its
marketing materials to demonstrate the supplier-customer
relationship.  Rongyuan's office is located in the same business
park as Gulf Resources together with several other businesses.
However, the two companies do not share the same office.

4. According to the report, Gulf Resources' bromine factories
appear smaller than indicated in its SEC filings.  According to
the report, a representative from the Land & Resources Bureau
confirmed that Gulf Resources' production is substantially smaller
than it claims in its public filings.

The Company discloses both mining and production area for each
factory in its SEC filings, while the report only seems to
consider an estimate of the production area.  The Company confirms
that the locations of each factory is correctly described and
identified on the maps provided in its filings with the SEC.  Gulf
Resources is currently retrieving documentation as evidence to
confirm the size of the Company's factories.

5. According to the report, Gulf Resources financials as reported
to the SEC are significantly smaller compared to what its two
operating subsidiaries are reporting to the SAIC.

The management has provided copies of SAIC filings for both SCHC
and SYCI for 2009 as Exhibit E and F, respectively, in the Form 8-
K filing, which show the Company's SAIC filing is not
significantly smaller as stated in the report.  The Company has
not yet made its filings for 2010 with SAIC.

6. According to the report, the Company's inventory turnover ratio
is high compared to its competitors and its shipping costs are
low.

Bromine is an extremely volatile and corrosive chemical, and
therefore the Company does not accumulate inventory but instead
produces most of its bromine on demand.  Most of its competitors
produce bromine derivatives, and the inventory turnover ratios are
therefore not comparable. The Company also produces most of its
chemical products on demand.

Gulf Resources' shipping costs are low because the vast majority
of its bromine and crude salt is picked up directly by customers
directly from the Company's production facilities.

7. According to the report, in the Company's SEC filings there are
errors in the biography of Gulf Resources' CEO and the filings
omitted the fact that Mr. Liu was formerly the CFO of China
Finance Inc.  The report also states that Mr. Liu was appointed
CEO of the Company only seven days after Gulf Resources issued
shares equal to 15% of its outstanding equity to China Finance
Inc.

During 2004, the Company's CEO, Xiaobin Liu, acted as a contact in
China for China Finance Inc., which was a public company based in
the U.S.  In this role Mr. Liu was available to speak with persons
in China who had an interest in China Finance's business.  During
this period Mr. Liu was employed by Saige International Trust and
Investment Corporation ("Saige").

Mr. Liu is identified as the CFO of China Finance in certain SEC
filings made by China Finance in 2004.  However, Mr. Liu has
confirmed that he never held the position of CFO of China Finance
and never personally signed any of China Finance's SEC filings.
The Company believes that Mr. Liu's previous relationship with
China Finance did not impact his dedication and loyalty to Gulf
Resources.

On Jan. 24, 2009, the Company issued a total of 21 million shares
(before the Company's 1-for-4 reverse stock split) to three
parties. Top King Group Limited, Billion Gold Group Limited and
Topgood International Limited in lieu of paying off a loan in the
amount of $21,287,493 from Shenzhen Hua Yin Guaranty and
Investment Limited Liability Company.  On that date the closing
price of the Company's common stock was $0.34 per share.  The
price of the shares received by the Holders was $1.01 per share.
The Company also entered into a Lock-up Agreement with the Holders
in May of 2009.  In March of 2010, the Holders shares were
subsequently pledged to War Chest Capital Multi-Strategy Fund LLC
as part of a loan transaction.  At that time War Chest's legal
counsel provided a letter confirming that War Chest agreed to
abide by the terms of the Lock-up Agreement with respect to the
Holders shares.  The Company refers to its Form 10-K filed with
the SEC on March 16, 2011 for details related to pending
litigation between the Company, War Chest and HAP Trading LLC.

The Company confirms that Mr. Liu served as Vice-President of a
subsidiary of Shenzhen SEG Dasheng Co., Ltd. from 2005 to 2006 and
that Mr. Liu served as Manager of the Securities Department of
Saige, which was a State Owned Enterprise.  Saige declared
bankruptcy the year after Mr. Liu left the company.  However, Mr.
Liu did not have an ownership or senior executive position with
Saige.  With respect to Hainan Wanquanhe Development Corporation,
where Mr. Liu worked from 1995 to 2000, the correct name of the
company should be Qionghai City Wanquanhe Hot Spring Tourism
Development Co., Ltd.

8. According to the report, Gulf Resources commissioned two
contractors to perform two capital expenditure projects: a sewage
treatment project in 2009 and a production line for wastewater
treatment chemicals, which was completed in June 2010 and started
trial production later that year.  The report claims that neither
of the contractors involved in the projects, Xuzhou Bishui
Environmental Science Technology Co., Ltd. and Shouguang City
Shengkun Construction Co., Ltd., are a working business.  The
report further claims that management may have used these capital
expenditure projects as a vehicle to transfer money out of the
Company.

Gulf Resources' management will provide related documentation that
verifies the operation of XBE Tech and SCS Construction and
contracts with these two contractors in a separate filing.  XBE
Tech and SCS Construction are unrelated to Gulf Resources.

9. The report claims that Richard Khaleel resigned because of the
findings of the internal controls assessment by Deloitte Touche
Tohmatsu.

According to the resignation letter provided to the Company's
Chairman by Mr. Khaleel, Mr. Khaleel resigned as a director of the
Company because he took a new job which required him to resign as
a director of any public company.  Deloitte's internal control
assessment did not find major issues in the Company's corporate
governance and internal control system.

                      About Gulf Resources

Gulf Resources, Inc. -- http://www.gulfresourcesinc.cn/--
operates through two wholly-owned subsidiaries, Shouguang City
Haoyuan Chemical Company Limited and Shouguang Yuxin Chemical
Industry Co., Limited.  The Company believes that it is one of the
largest producers of bromine in China.  Elemental Bromine is used
to manufacture a wide variety of compounds utilized in industry
and agriculture.  Through SYCI, the Company manufactures chemical
products utilized in a variety of applications, including oil &
gas field explorations and as papermaking chemical agents.


HARRY & DAVID: Hires A&M's Kong as Chief Restructuring Officer
--------------------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court approved
Harry & David Holdings' motion to retain Alvarez & Marsal North
America to provide the Debtors an interim chief executive officer
and chief restructuring officer and certain additional officers
and additional personnel and to designate Kay Hong as chief
restructuring officer.

BData says the Court also approved the Company's motions to retain
Rothschild as financial advisor and investment banker and McKinsey
Recovery & Transformation Services as management consultant.

                         About Harry & David

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

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

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

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

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

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

Lowenstein Sandler has been retained as counsel to the unsecured
creditors committee in the Harry & David bankruptcy case.

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


HARRY & DAVID: Prearranged Deal With Bondholders Hits Road Block
----------------------------------------------------------------
Greg Stiles at the Mail Tribune reports that the reorganization
deal Harry & David Holdings Inc. prearranged with its bondholders
has encountered resistance heading into a scheduled hearing before
a U.S. Bankruptcy Court in Delaware.  Many of the issues, ranging
from mall leases, debtor-in-possession financing, Harry & David's
pension fund and who would be allowed to participate in future
equity rights, are now scheduled to be heard by Judge Mary Walrath
on May 2.

As reported in the April 26, 2011 edition of the Troubled Company
Reporter, Harry & David Holdings' official committee of unsecured
creditors objected to the backstop stock purchase agreement
provided for in the Chapter 11 plan.  The Committee says that if
the proposal is approved, Wasserstein & Co., which owns 63% of the
stock, will obtain a recovery well in excess of any new value
provided during the cases on account of its control of the
Debtors, and other creditors will receive very little value under
the plan.  The Creditors Committee is also objecting to final
approval of financing for the reorganization, complaining about
the "excessive" fees for lenders and the short period and
insufficient budget to investigate potential claims.  Aside from
the majority equity holder, Wasserstein is also the largest holder
of senior notes, the biggest lender for the Chapter 11 case, and
the predominant party providing a backstop for a rights offering.

According to the Mail Tribune, responding to the objections,
lawyers for Harry & David Holdings wrote that the creditors knew
they couldn't legitimately refute the Debtor's judgment and
devoted "the lion's share of its objection targeting Wasserstein &
Co."

Dow Jones' DBR Small Cap reports that the group of noteholders
contributing to a $55 million bankruptcy loan for Harry & David
Holdings Inc. is defending from protesting unsecured creditors the
company's financing deal and a proposed backstopped rights
offering.  The ad hoc committee of certain pre-bankruptcy
noteholders, which is providing financing alongside Wasserstein &
Co. and has also committed to buy up some shares that go unsold
during the company's proposed rights offering, is throwing its
weight against objections from unsecured creditors in the case,
according to the report.

The Mail Tribune relates that Harry & David bondholder Bill
Golden, a former New York bankruptcy lawyer now with Princeton,
N.J., hedge fund Polymathes Capital, said that if the judge
rejects the debtor-in-possession agreement, it could lead to a
free-fall scenario "where the deal with the note holders blows up
and you have to start over with a new plan and that takes time."

                         About Harry & David

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

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

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

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

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

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

Lowenstein Sandler has been retained as counsel to the unsecured
creditors committee in the Harry & David bankruptcy case.

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


HAWAII MEDICAL: Board Weighs Second Chapter 11 Bankruptcy Filing
----------------------------------------------------------------
Kristen Consillio at StarAdvertiser.com reports that the operator
of the former St. Francis Medical Centers is once again teetering
on the brink of bankruptcy.

According to the report, Hawaii Medical Center's nine-member board
of directors is scheduled to meet to decide the fate of the Li-
liha and Ewa hospitals just eight months after HMC emerged from
Chapter 11 reorganization.  The board will likely approve a second
Chapter 11 filing, according to sources involved in the matter who
requested anonymity because the board has not yet voted.

As part of a bankruptcy, HMC would relinquish ownership of the
hospitals to lender and former owner St. Francis Healthcare System
of Hawaii, the sources said.  It would then be up to St. Francis
to reorganize the hospitals and bring them out of bankruptcy,
StarAdvertiser.com according to the report.

At stake is access to health care for a largely indigent and
elderly population that relies on the medical centers for
essential and specialty services such as renal, transplant and
cardiac care.

                    About Hawaii Medical Center

Hawaii Medical Center is the first for-profit, physician-owned
hospital in the state.  In January 2007, Hawaii Physician Group
LLC together with Cardiovascular Hospitals of America (CHA), a
leading U.S. hospital management company, established the new
Hawaii Medical Center with two hospital campuses on Oahu - HMC
West in Ewa Beach and HMC East in Liliha.  HPG membership is
nearly 130 physicians strong and the group retains 49% ownership
of HMC, with the other 51% retained by CHA.

Wichita, Kansas-based CHA Hawaii LLC, and its affiliates --
including Hawaii Medical Center LLC -- filed for Chapter 11
protection on Aug. 29, 2008 (Bankr. D. Del. Case No. 08-12027).
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP
represents the Debtors in their restructuring efforts.  CHA Hawaii
estimated assets of up to $10 million and debts between
$50 million and $100 million when it filed for bankruptcy.
The Debtors obtained confirmation of their Chapter 11 plan in May
2010.


HORIZON LINES: Court Reduces Fine to $15 Million
------------------------------------------------
Horizon Lines, Inc. disclosed that a federal court has granted a
request by the U.S. Department of Justice to reduce the company's
fine related to federal antitrust violations in the Puerto Rico
tradelane from $45 million to $15 million.

As a result of the reduced fine, Horizon Lines is no longer facing
the prospect of a May 21, 2011, default under its convertible note
indenture.  The company could have been declared in default by the
convertible note holders on any judgment over $15 million that the
company was unable to pay, bond, or otherwise discharge in full
within 60 days of the March 22, 2011 judgment.

"We are greatly appreciative of this action by the Department of
Justice, which also allows the company to proceed with settlement
of the class action litigation in Puerto Rico," said Michael T.
Avara, Executive Vice President and Chief Financial Officer. "The
fine reduction will preserve our company's financial flexibility,
and we are confident that it will facilitate our efforts to secure
new long-term financing. We remain in constructive discussions as
we continue to move forward with our refinancing efforts."

The reduced fine of $15 million is payable over five years without
interest, with $1 million payable within 30 days of March 24, 2011
(which has been paid), $1 million on or before the first
anniversary, $2 million on the second anniversary, $3 million on
the third anniversary, and $4 million annually on the fourth and
fifth anniversaries.

Stephen H. Fraser, President and Chief Executive Officer, stated:
"While our customers have been overwhelmingly supportive since we
filed the 10-K, our company has faced a challenging business
environment through the first-quarter.  We have been operating
under increasingly tight constraints imposed by certain of our
suppliers due to the going-concern audit opinion, which resulted
in part from the note holders' decision to not grant us a waiver.
This, in turn, has reduced our liquidity.  The fine reduction
should help give our business partners renewed confidence in our
company's ability to continue supporting our customers and
providing superior service. We look forward to executing a
comprehensive refinancing with the note holders or other partners
that will better position Horizon Lines for long-term success."

Mr. Fraser continued: "In addition to our loyal customers and
suppliers, I want to thank the dedicated associates of Horizon
Lines for their hard work and unrelenting focus on customer
service, safety and operational excellence.  The associates of
Horizon Lines are truly this company's greatest asset, and with
their support, I am confident that we have a bright future ahead."

Company Intends to Proceed with Puerto Rico Class Action
Settlement

Horizon Lines also announced that the plaintiffs in the direct
purchaser antitrust class action in Puerto Rico willnot object to
the company paying the remainder of the$10 million due under the
settlement agreement in two equalinstallments, with the first due
within 30 days after final approval by the court and the second
due within 60 days after final approval by the court.As a result,
the company does not intend to exercise its right to terminate the
agreement.
                      About Horizon Lines

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

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

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

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

                           *     *     *

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

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


HSRE-CDS I: U.S. Trustee Unable to Form Creditors Committee
-----------------------------------------------------------
Roberta A. DeAngelis, the U.S. Trustee for Region 3, notified the
U.S. Bankruptcy Court for the District of Delaware that he was
unable to appoint an official committee of unsecured creditors in
the Chapter 11 case of HSRE-CDS I, LLC.

The U.S. Trustee explained that no unsecured creditor responded to
the communication or contact for service on the committee.

Irving, Texas-based HSRE-CDS I, LLC, is a real estate company
engaged in the acquisition, ownership, operation, management,
leasing, financing, mortgaging and selling of real property.  It
is a partnership between campus-housing operator Collegiate
Management Group and private equity firm Harrison Street Real
Estate Capital LLC.

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

R. Craig Martin, Esq., at DLA Piper LLP, serves as the Debtor's
bankruptcy counsel.  The Debtor disclosed assets of 1,256,241 plus
unknown and liabilities of $22,878,499 as of the Chapter 11
filing.


IMAGEWARE SYSTEMS: Launches Investor Awareness Program
------------------------------------------------------
ImageWare(R) Systems, Inc., has retained Bibicoff + MacInnis,
Inc., a full service corporate marketing and strategic planning
firm, to increase investment community awareness of the Company.
Bibicoff + MacInnis will launch an investor program and initially
concentrate on developing and implementing communications
strategies and programs specifically targeting the retail
brokerage, institutional and investment banking communities.

"This past year we have made significant progress in our
business," said Jim Miller, chairman and CEO of ImageWare Systems.
"We expect a significant ramp up in revenues beginning mid 2011
and continuing through 2012.  Consequently, we believe that this
is the right time for ImageWare to focus on creating liquidity and
improving shareholder value.

"Also as part of this important initiative, we are taking the
steps necessary to complete the audits for fiscal years 2009 and
2010," continued Miller.  "Upon completion of the audits, the
Company intends to file with the Securities and Exchange
Commission all reports required to be filed for the company to be
current.  ImageWare's goal is to once again be a fully reporting
company, routinely filing quarterly and annual audited financial
results going forward."

Harvey Bibicoff, CEO of Bibicoff + MacInnis, Inc., said, "We look
forward to assisting ImageWare's re-entry into the reporting
system and working to improve its profile with the investment
community.  Upgrading its status to that of a fully reporting
company is an important first of several steps in improving
visibility, liquidity and value for ImageWare's shareholders."

Bibicoff added, "ImageWare has a number of features that we
believe make it attractive to the investment community, including
that it:

   -- Is the only US company offering a patented, agnostic, open-
      architecture biometric recognition software solution - which
      works with virtually all existing hardware, software and
      algorithms,

   -- Provides high gross margin (65%+)  software licensing
      services, and

   -- Is the only publicly traded pure play in the large and
      rapidly growing Biometric Identity Management Software
      space."

                      About ImageWare Systems

Headquartered in San Diego, California, ImageWare Systems, Inc. is
a leader in the emerging market for software-based identity
management solutions, providing biometric, secure credential, law
enforcement and enterprise authorization.  Its "flagship" product
is the IWS Biometric Engine.  Scalable for small city business or
worldwide deployment, the Company's biometric engine is a multi-
biometric platform that is hardware and algorithm independent,
enabling the enrollment and management of unlimited population
sizes.  The Company's identification products are used to manage
and issue secure credentials, including national IDs, passports,
driver licenses, smart cards and access control credentials.  Its
law enforcement products provide law enforcement with integrated
mug shot, fingerprint LiveScan and investigative capabilities.
The Company also provides comprehensive authentication security
software.

                          *     *     *

ImageWare Systems has not timely filed its financial reports with
the Securities and Exchange Commission.  The latest balance sheet,
which is as of June 30, 2009, showed total assets of $5,400,000,
total liabilities of $8,149,000, and a shareholders' deficit of
$2,749,000.

According to the Company's Form 10-Q, there is substantial doubt
about the Company's ability to continue as a going concern.  The
Company cited continuing losses, negative working capital and
negative cash flows from operations.


IMH FINANCIAL: Inks Registration Rights Agreement with NW Capital
-----------------------------------------------------------------
In connection with a loan agreement between IMH Financial
Corporation and NWRA Ventures I, LLC, IMH Financial has agreed to
enter into a registration rights agreement pursuant to which NW
Capital is provided with certain demand and other registration
rights to cause, after the Company's securities are listed on a
national securities exchange, the Series A preferred stock and
common stock issuable upon conversion of the Series A preferred
stock to be registered under the Securities Act of 1933, subject
to certain exceptions, conditions and limitations.

As previously reported, the Company, on April 20, 2011, entered
into a funding commitment letter with NW Capital with respect to a
contemplated $50 million loan agreement, subject to certain terms
and conditions.  NW Capital is to seek to fund the loan by May 16,
2011, but no later than May 31, 2011, subject to extension under
certain circumstances.

The Company has also entered into an advisory services agreement
with New World Realty Advisors, LLC, an affiliate of NW Capital,
pursuant to which the Company engaged New World to provide a
diagnostic review of the Company and its existing assets, the
development and, subject to the Company's review, modification and
approval of the recommended actions, implementation of a plan to
originate, analyze and close new investment transactions, and an
assessment of the Company's business and capital markets
alternatives.  Under the terms of the agreement, the Company pays
New World a flat monthly fee under the advisory services agreement
plus out-of-pocket expenses, as well as a success fee in the event
certain business or financing benchmarks are achieved.

In light of the elevated role New World will play in helping the
Company manage its asset portfolio pursuant to the advisory
services agreement, Shane C. Albers, our CEO and founder, has
decided to step down upon funding of the transaction pursuant to
the terms of a Separation Agreement and General Release between
Mr. Albers and us, dated as of April 20, 2011.

In connection with the funding of the NW Capital loan, the Company
intends to file with the Secretary of State of the State of
Delaware a certificate of the powers, designations, preferences
and rights of the Company's Series A preferred stock.

                         Cash Tender Offer

It is NW Capital's intention to commence a cash tender offer to
purchase from the Company's stockholders up to $10 million of
Class B or Class C shares.  NW Capital has indicated that the
offer price has not yet been determined, but expects the tender
offer price to be a substantial discount to the current book value
per share of the Company's common stock.  The terms and conditions
of any such offer would be stated in tender offer documents
relating to the tender offer when filed by NW Capital.  NW Capital
could delay, amend, terminate or otherwise choose not to pursue a
tender offer at its sole election.

                          Rights Offering

The Company also announced that following completion of the loan
closing, the Company intends to commence a rights offering to
provide the Company's existing investors the opportunity to
purchase an aggregate of $10 million of convertible notes with
similar economic terms as the terms of the convertible loan under
the loan agreement.  In particular, the notes will rank in parity
with the NW Capital convertible loan in priority of repayment and
liquidation, bear the same interest rate, have the same maturity
and subject to cross-default and acceleration provisions with the
NW Capital convertible loan, will convert into Series A preferred
stock at the same conversion ratio at the same time the NW Capital
convertible loan is converted, and will benefit on a pari passu
basis from the same guarantees and security as the NW Capital
convertible loan.  The convertible notes will differ from the
convertible loan in certain other respects, including, without
limitation, (i) the convertible loan will be governed by the loan
agreement, whereas the notes will be governed by an indenture,
(ii) the loan agreement includes restrictive covenants such as
those discussed above that are not included in the indenture, but
from which noteholders may indirectly benefit, (iii) NW Capital
may exercise its rights under the loan agreement in its sole
discretion, whereas the noteholders may exercise their rights only
through a trustee appointed to act on behalf of the noteholders,
and (iv) pursuant to the terms and conditions of an intercreditor
agreement.  In connection with the rights offering, the Company
expects that it will also enter into an intercreditor agreement
with NW Capital and the trustee for the notes pursuant to which NW
Capital would agree to share priority in certain collateral
securing the loan.

The Company plans to file an amended registration statement on
Form S-11 pursuant to which the Company will distribute to each
holder of Class B or Class C common stock as of the record date
for the rights offering, at no charge, one non-transferable
subscription right to purchase a pro rata portion of the $10
million offering.  The Company also plans to make filings in
certain states that require approval for residents in those states
to participate in the rights offering, but reserve the right to
exclude holders in those states from the rights offering if, in
our sole discretion, approval cannot be completed in a timely
fashion.  In the event the rights offering is undersubscribed, NW
Capital will have the option, but not the obligation, to purchase
all notes that have not been purchased by existing stockholders.

The expiration date of the rights offering is expected to be
approximately 30 days after the registration statement relating to
the rights offering has been declared effective by the SEC, and
stockholders may exercise their subscription rights at any time
prior to that date.  After the expiration date, any unexercised
subscription rights will be null and void and will have no value.
The Company may cancel or terminate the rights offering, in whole
or in part, in the Company's sole discretion at any time prior to
the expiration date for any reason or no reason.

A full-text copy of the regulatory filing is available at no
charge at http://is.gd/vwBqp7

                        About IMH Financial

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

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

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

The Company reported a net loss of $117.04 million on $3.75
million of total revenue for the year ended Dec. 31, 2010,
compared with a net loss of $74.47 million on $22.52 million of
total revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010, showed
$229.93 million in total assets, $28.57 million in total
liabilities, and $201.36 million in total owners' equity.

As reported by the TCR on April 20, 2011, BDO USA, LLP, in
Phoenix, Arizona, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company has suffered recurring losses and is not
currently generating sufficient cash flows to sustain operations.


INDIANAPOLIS DOWNS: Has Final Approval of $103MM Financing
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Indianapolis Downs LLC received final approval on
April 26 for $103.125 million in financing from existing first-
lien lenders.  Wells Fargo Bank NA serves as agent.  The borrowing
authority gives the unsecured creditors' committee 60 days from a
committee's formation to object to the validity of pre-bankruptcy
secured claims.  Given that no committee was appointed, the
challenge deadline is three months after the Chapter 11 filing.

                     About Indianapolis Downs

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

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

Indianapolis Downs and subsidiary, Indianapolis Downs Capital
Corp., sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
11-11046) in Wilmington, Delaware, on April 7, 2011.  Indianapolis
Downs estimated $500 million to $1 billion in assets and up to
$500 million in debt as of the Chapter 11 filing.  According to a
court filing, the Debtor owes $98,125,000 on a first lien debt. It
also owes $375,000,000 on secured notes and $72,649,048 on
subordinated notes.

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


INDIANAPOLIS DOWNS: Wins Court OK to Hire Lawyers, Advisors
-----------------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court approved
Indianapolis Downs' motions to retain Robert E. Neiman as special
counsel, Lazard Freres & Co. as investment banker, Polsinelli
Shughart as special conflicts counsel, Greenberg Traurig as
counsel, Kobi Partners to provide a chief restructuring officer
and (B) appointing Gregory F. Rayburn as chief restructuring
officer and FD U.S. Communications as corporate communications
consultant.

                     About Indianapolis Downs

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

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

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

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

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


JACKSON HEWITT: Republic Bank Program Agreement Kept Confidential
-----------------------------------------------------------------
Jackson Hewitt Tax Service Inc. submitted an applications under
Rule 24b-2 requesting confidential treatment for information it
excluded from the Exhibits to a Form 10-Q filed on Dec. 10, 2010
and March 10, 2011.  Based on representations by Jackson Hewitt
Tax Service Inc. that this information qualifies as confidential
commercial or financial information under the Freedom of
Information Act, 5 U.S.C. 552(b)(4), the Division of Corporation
Finance has determined not to publicly disclose it.  Accordingly,
excluded information from these exhibits will not be released to
the public for the time periods specified:

  Fifth Amendment to Program Agreement
  with Republic Bank & Trust Company         Oct. 31, 2013


  Sixth Amendment to Program Agreement
  with Republic Bank & Trust Company         Oct. 31, 2015

                        About Jackson Hewitt

Jackson Hewitt Tax Service Inc. (NYSE: JTX)
-- http://www.jacksonhewitt.com/-- provides computerized
preparation of federal, state and local individual income tax
returns in the United States through a nationwide network of
franchised and company-owned offices operating under the brand
name Jackson Hewitt Tax Service(R).  The Company provides its
customers with convenient, fast and quality tax return preparation
services and electronic filing.  In connection with their tax
return preparation experience, the Company's customers may select
various financial products to suit their needs, including refund
anticipation loans ("RALs") in the offices where such financial
products are available.

Jackson Hewitt Tax Service Inc. was incorporated in Delaware in
February 2004 as the parent corporation.  Jackson Hewitt Inc.
("JHI") is a wholly-owned subsidiary of Jackson Hewitt Tax Service
Inc.  Jackson Hewitt Technology Services LLC is a wholly-owned
subsidiary of JHI that supports the technology needs of the
Company.  Company-owned office operations are conducted by Tax
Services of America, Inc. ("TSA"), which is a wholly-owned
subsidiary of JHI.  The Company is based in Parsippany, New
Jersey.

The Company's balance sheet at Oct. 31, 2010, showed
$315.99 million in total assets, $378.38 million in total
liabilities, and a stockholders' deficit of $62.39 million.

Jackson Hewitt reported a net loss of $19.4 million for the
second fiscal quarter ended Oct. 31, 2010, versus a net loss of
$19.5 million in the second quarter of fiscal 2010.


KIEBLER RECREATION: Abandons Plan Approval Process
--------------------------------------------------
The motion to approve Disclosure Statement, the solicitation
procedures and the scheduling of confirmation hearing in the
bankruptcy case of Kiebler Recreation, LLC has been withdrawn.

The plan of reorganization that had been proposed by Paul Kiebler,
owner of Kiebler Recreation, was previously withdrawn.

Because of the withdrawal, all the documents and filings related
to the Plan, including Disclosure Statement objections, have
become moot.

                    About Kiebler Recreation

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

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

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


LA VILLITA: Wants Plan Filing Period Extended Through July 18
-------------------------------------------------------------
La Villita Motor Inns, JV, asks the U.S. Bankruptcy Court for the
Western District of Texas to extend its exclusive period to:

   (a) file a Chapter 11 plan of reorganization through and
       including July 18, 2011; and

   (b) solicit acceptances of that plan through September 13,
       2011.

Debra L. Innocenti, Esq., at Oppenheimer, Blend, Harrison & Tate,
Inc., in San Antonio, Texas -- dinnocenti@obht.com -- tells the
Court that since the Petition Date, the Debtor has proceeded in
good faith and worked diligently on a number of time-consuming
tasks necessary to the administration of the Chapter 11 case and
has accomplished significant goals, including stabilizing its
business operations.

Nonetheless, Ms. Innocenti asserts, significant unresolved issues
still exist in regard to the validity and amount of the claim of
the Debtor's largest creditor, the GS Mortgage Commercial
Securities Corporation II, Commercial Mortgage Pass-Through
Certificate Series 1999-C1.  A resolution of these unresolved
issues is necessary for the formulation of any Chapter 11 plan,
she points out.

Affording the Debtor a meaningful opportunity to formulate a plan
through extension of the Exclusive Periods will not harm or
prejudice the Debtor's creditors or other parties-in-interest, Ms.
Innocenti contends.  She insists that the extension will increase
the likelihood of a greater distribution to the Debtor's creditors
by facilitating an orderly, efficient and cost effective plan
process for the benefit of all the parties.

                 About La Villita Motor Inns JV

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


LE-NATURE'S INC: Former CEO Seeks New Forum for Fraud Trial
-----------------------------------------------------------
Samuel Howard at Bankruptcy Law360 reports that Le-Nature's Inc.'s
former CEO on Tuesday asked a Pennsylvania federal judge to move
his criminal trial over an alleged $806 million accounting fraud
at the bankrupt bottling company to another district court to
ensure he gets an impartial jury.

Law360 says Gregory Podlucky faces charges that he orchestrated a
massive fraud at Le-Nature's, falsifying the now-defunct bottling
company's financials and bankrolling a lavish lifestyle.  The
alleged $806 million deception ended with a 2006 petition for
bankruptcy by Le-Nature's.

                       About Le-Nature's Inc.

Headquartered in Latrobe, Pennsylvania, Le-Nature's Inc. --
http://www.le-natures.com/-- makes bottled waters, teas, juices
and nutritional drinks.  Its brands include Kettle Brewed Ice
Teas, Dazzler fruit juice drinks and lemonade, and AquaAde
vitamin-enriched water.

Four unsecured creditors of Le-Nature's filed an involuntary
Chapter 7 petition against the company on Nov. 1, 2006 (Bankr.
W.D. Pa. Case No. 06-25454).  On Nov. 6, 2006, two of Le-Nature's
subsidiaries, Le-Nature's Holdings Inc., and Tea Systems
International Inc., filed voluntary petitions for relief under
Chapter 11 of the Bankruptcy Code.  Judge McCullough converted Le
Nature's Inc.'s case to a Chapter 11 proceeding.  The Debtors'
cases are jointly administered.  The Debtors' schedules filed with
the Court showed $40 million in total assets and $450 million in
total liabilities.

Douglas Anthony Campbell, Esq., Ronald B. Roteman, Esq., and
Stanley Edward Levine, Esq., at Campbell & Levine, LLC, represents
the Debtors in their restructuring efforts.  The Court appointed
R. Todd Neilson as Chapter 11 Trustee.  Dean Z. Ziehl, Esq.,
Richard M. Pachulski, Esq., Stan Goldich, Esq., Ilan D. Scharf,
Esq., and Debra Grassgreen, Esq., at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub LLP, represent the Chapter 11 Trustee.
David K. Rudov, Esq., at Rudov & Stein, and S. Jason Teele, Esq.,
and Thomas A. Pitta, Esq., at Lowenstein Sandler PC, represent the
Official Committee of Unsecured Creditors.  Edward S. Weisfelner,
Esq., Robert J. Stark, Esq., and Andrew Dash, Esq., at Brown
Rudnick Berlack Israels LLP, and James G. McLean, Esq., at Manion
McDonough & Lucas represent the Ad Hoc Committee of Secured
Lenders.  Thomas Moers Mayer, Esq., and Matthew J. Williams, Esq.
at Kramer Levin Naftalis & Frankel LLP, represent the Ad Hoc
Committee of Senior Subordinated Noteholders.

In July 2008, the Chapter 11 plan of liquidation for Le-Nature's
took effect.


LECG CORP: Withdraws Common Stock Registration on NASDAQ
--------------------------------------------------------
LECG Corporation voluntarily withdraws registration and listing of
common stock on the NASDAQ Stock Market LLC.

                            About LECG

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

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

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


LEHMAN BROTHERS: Seeks Dismissal of JPM's Renewed Counterclaims
---------------------------------------------------------------
Lehman Brothers Holdings Inc. and the Official Committee of
Unsecured Creditors ask the Bankruptcy Court to dismiss the
amended counterclaims of JPMorgan Chase Bank, N.A.

Faced with numerous valid and well-pled claims for fraudulent
transfer, fraud, coercion, and various other bases to invalidate
and avoid JPMorgan's pre-bankruptcy grab of billions of dollars
in securities and cash from LBHI, JPMorgan has filed what can
only be styled as "contingent" counterclaims, Joseph D. Pizzurro,
Esq., at Curtis, Mallet-Prevost, Colt & Mosle LLP, in New York,
relates.

JPMorgan asserts that, to the extent LBHI and the Committee
establish JPMorgan's wrongdoing and the Court orders JPMorgan to
pay damages or return LBHI's collateral to the estate, JPMorgan
will have suffered a "loss" because that unlawfully acquired
collateral would then be unavailable to satisfy JPMorgan's
alleged deficiency after liquidating the securities that were the
subject of a September 17, 2008 tri-party repurchase transaction
among JPMorgan, Lehman Brothers Inc. and Barclays Capital Inc.

Notably, JPMorgan refused to return billions of dollars of excess
LBHI collateral that it obtained prepetition even though, as
JPMorgan admits in its Amended Counterclaims, JPMorgan had little
clearance exposure to LBI or any other LBHI subsidiary when LBHI
filed for bankruptcy.  JPMorgan, Mr. Pizzurro notes, is thus
cynically seeking to immunize itself from the consequences of its
own misconduct by arguing that the LBHI estate is somehow
required to reimburse JPMorgan in the event Plaintiffs are
successful on their claims.

LBHI and the Committee argue that JPMorgan's Amended
Counterclaims fail as a matter of law for these reasons:

  (1) To the extent JPMorgan has a legitimate dispute with
      anyone, it is with Barclays.  Mr. Pizzurro notes that
      JPMorgan has already entered into not just one, but two
      separate settlement agreements with Barclays for claims
      related to the Barclays Repo and that until the recent
      filing of its original Counterclaims, JPMorgan never even
      suggested that LBHI had anything to do with JPMorgan's
      dispute with Barclays, despite multiple opportunities to
      do so in connection with Court-approved settlements and
      the protracted litigation concerning the Barclays Sale.

  (2) What LBHI is alleged to have said does not support a claim
      for fraudulent misrepresentation under New York law.
      JPMorgan, Mr. Pizzurro argues, is attempting to hold LBHI
      liable for allegedly representing that Barclays would
      later purchase all of the assets of Lehman's North
      American broker-dealer business, or alternatively for
      concealing that Barclays would not in fact purchase all of
      these assets.  LBHI and the Committee also assert that the
      Amended Counterclaims also fail to allege that LBHI
      knowingly made a false representation to JPMorgan.

  (3) Third, JPMorgan has not satisfied the element of scienter
      because it has failed to plead that LBHI, which was in
      bankruptcy and a fiduciary of its creditors at the time,
      acted with a motive to defraud JPMorgan in order to give
      Barclays more valuable securities at the expense of LBI.

On a final note, Mr. Pizzurro points out that it has been two and
a half years since the events described in JPMorgan's Amended
Counterclaims transpired.  In that time, JPMorgan supported the
Barclays Sale, executed two settlements with releases with
Barclays relating to these transactions, and also witnessed a
months-long trial examining Barclays' conduct with regard to the
Barclays Sale; yet JPMorgan remained silent throughout that time
-- never voicing its accusations of LBHI's wrongdoing or
informing the Court of Barclays' alleged fraud, he tells the
Court.  To come forward now with a story that LBHI conspired with
Barclays to engineer Barclays' repayment while leaving JPMorgan
with illiquid repo securities is untimely and only serves as a
desperate attempt to deflect attention from JPMorgan's own
misconduct, he maintains.

Tyler G. Whitmer, Esq., an associate with Quinn Emanuel Urquhart
& Sullivan, LLP, counsel of record for the Committee, filed a
declaration supporting the Motion to Dismiss.

                     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: Delays Feb. 28 Quarterly Report on Form 10-Q
-------------------------------------------------------------
Lehman Brothers Holdings Inc. disclosed with the U.S. Securities
and Exchange Commission that is not timely filing its Quarterly
Report on Form 10-Q for the fiscal quarter ended February 28,
2011.  The Company that as a result of its filing of a petition
for relief under Chapter 11 of the United States Code, it is
currently unable to complete the preparation of its consolidated
financial statements for the period in as much as it currently
has neither access to major components of its internal systems
nor the ability to prepare its consolidated financial statements
and the remainder of the report, with all the required
disclosures, to have them properly certified by its current
executive officers, and have them reviewed by its independent
auditors.  The Company will not be in a position to file by the
fifth calendar day following the required filing date, April 14,
2011.

                     About Lehman Brothers

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

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

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

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

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

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

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

                International Operations Collapse

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

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

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


LEHMAN BROTHERS: Galleon Offshore Unit Sells $146.7MM Claim
-----------------------------------------------------------
An offshore unit of Galleon Group LLC sold a $146.7 million claim
on Lehman Brothers Holdings Inc., Linda Sandler at Bloomberg News
reported on April 18, citing a court filing.

Galleon Buccaneer's Offshore Ltd. sold the claim for an
undisclosed price to Whatley Place LLC on Oct. 29, according to
the April 15 filing in U.S. Bankruptcy Court in New York, the
report said.  The transfer document was signed by Galleon
director Richard Schutte.

Claims on Lehman, which filed the biggest bankruptcy in
U.S. history in 2008, trade daily among investors and banks in
advance of court hearings on a $61 billion liquidation plan for
the defunct investment bank, Bloomberg related.

The Galleon offshore investment vehicle was named in the insider-
trading trial of co-founder Raj Rajaratnam in March, Bloomberg
noted.

The case is U.S. v. Rajaratnam, 1:09-cr-01184, U.S. District
Court, Southern District of New York (Manhattan).

                     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: Dodd-Frank Would Have Provided Orderly Resolution
------------------------------------------------------------------
The FDIC released a report examining how the FDIC could have
structured an orderly resolution of Lehman Brothers Holdings Inc.
under the orderly liquidation authority of Title II of the Dodd-
Frank Wall Street Reform and Consumer Protection Act had that law
been in effect in advance of Lehman's failure.

The report concludes that the powers provided to the FDIC under
the Dodd-Frank Act to act decisively to preserve asset value and
structure a transaction to sell Lehman's valuable operations to
interested buyers -- which are drawn from those long used by the
FDIC in resolving failing banks -- could have promoted systemic
stability while recovering substantially more for creditors than
the bankruptcy proceedings -- and at no cost to taxpayers. The
report estimates that given the substantial, though declining,
equity and subordinated debt of Lehman in September 2008 and the
power for the FDIC to implement a prompt structured sale while
providing short-term liquidity to continue value-adding
operations, general unsecured creditors could have recovered 97
cents on every $1 of claims, compared to the estimated 21 cents on
claims estimated in the most recent bankruptcy plan of
reorganization. While there remains no doubt that the orderly
liquidation of Lehman would have been incredibly complex and
difficult, report concludes that it would have been vastly
superior for creditors and systemic stability in all respects to
the bankruptcy process as it was applied.

FDIC Chairman Sheila C. Bair said, "This new report is an
important step in ensuring that the public and market participants
understand how the FDIC's new resolution authority for large
systemic firms works. The powers to implement a FDIC liquidation
of a systemic financial company during a future crisis give us the
tools to end Too Big to Fail and eliminate future bailouts. Much
work remains to be done, and we look forward to working with key
stakeholders to ensure that this process is effective in achieving
its goals. The Lehman failure provides an excellent model to
contrast the tools available to the FDIC to effectuate an orderly
resolution of a large financial institution against the process
used in bankruptcy which, unlike our process, is not specifically
designed to deal with the failure of a financial entity. I commend
the professional staff for completing this comprehensive and
rigorous analysis. It will add tremendous value to the public
understanding of the FDIC's resolution process under Dodd-Frank."

Lehman's bankruptcy filing on September 15, 2008, was a signal
event of the financial crisis. The disorderly and costly nature of
the bankruptcy -- the largest financial bankruptcy in U.S. history
-- contributed to the massive financial disruption of late 2008.
The lengthy bankruptcy proceeding has allocated resources
elsewhere that could have otherwise been used to pay creditors.
Through February 2011, more than $1.2 billion in fees have been
charged by attorneys and other professionals principally for
administration of the debtor's estate.

The FDIC report concludes that Title II of the Dodd-Frank Act
could have been used to resolve Lehman by effectuating a rapid,
orderly and transparent sale of the company's assets. This sale
would have been completed through a competitive bidding process
and likely would have incorporated either loss-sharing to
encourage higher bids or a form of good firm-bad firm structure
in which some troubled assets would be left in the receivership
for later disposition. Both approaches would have achieved a
seamless transfer and continuity of valuable operations under the
powers provided in the Dodd-Frank Act to the benefit of market
stability and improved recoveries for creditors. As required by
the Dodd-Frank Act, there would be no exposure to taxpayers for
losses from Lehman's failure.

    The powers provided under the Dodd-Frank Act are critical to
these results. Among the critical powers highlighted in the
report are the following:

Advance resolution planning: The resolution plans, or living
wills, mandated under Title I of the Dodd-Frank Act would have
required Lehman to analyze and take action to improve its
resolvability and would have permitted the FDIC, working with its
fellow regulators, to collect and analyze information for
resolution planning purposes in advance of Lehman's impending
failure.

Domestic and International Pre-planning: The Lehman resolution
plan would have helped the FDIC and other domestic regulators
better understand Lehman's business and how it could be resolved.
This would have laid the groundwork for continuing development of
improved Lehman-specific cross-border planning with foreign
regulators to reduce impediments to crisis coordination.

Source of Liquidity: A vital element in preserving continuity of
systemically important operations is the availability of funding
for those operations. The FDIC could have provided liquidity
necessary to fund Lehman's critical operations to promote
stability and preserve valuable assets and operations pending the
consummation of a sale. These funds are to be repaid from the
receivership estate with the shareholders and creditors bearing
any loss. By law, taxpayers will not bear any risk of loss.

Speed of Execution: The FDIC would conduct due diligence, identify
potential acquirer and troubled assets, determine a transaction
structure and conduct sealed bidding -- all before Lehman ever
failed and was put into receivership under Title II.  A suitable
acquirer would be ready to complete the acquisition at the time of
Lehman's failure. A critical element in quickly completing a
transaction is the power, provided by the Dodd-Frank Act, to
require contract parties to continue to perform under contracts
with the failed financial company so long as the receiver
continues to perform. This is particularly critical to avoid the
lost value, as exemplified in the Lehman bankruptcy, when
counterparties immediately terminate and net financial contracts
and liquidate valuable collateral.

Flexible transactions: The FDIC's bidding structure would
provide potential acquirers with the flexibility to bid on
troubled assets (e.g., questionable real estate loans) or leave
them behind in the receivership. Similarly, creditors could
receive advance dividends (i.e., partial payment on their claims)
to help move money back out into the market and further promote
financial stability. Advance dividends would not be provided if
they would expose the receivership to loss.

These powers would enable the FDIC to act to preserve the
financial stability of the United States and to maximize value
for creditors by preserving franchise value and by rapidly moving
proceeds into creditors' hands.

The very availability of a comprehensive resolution system, which
sets forth in advance the rules under which the government will
act following the appointment of a receiver, could have helped to
prevent a 'run on the bank' and the resulting financial
instability.

The report was prepared using publically available information
about the events leading up to and following the filing of the
Lehman bankruptcy petition. The report was prepared by FDIC staff
from the Division of Insurance and Research, Office of Complex
Financial Institutions, and the Legal Division.

The full report can be found at
http://www.fdic.gov/bank/analytical/quarterly/2011_vol5_2/lehman.
pdf

The FDIC's actions to date on the implementation Dodd-Frank
an be found at http://www.fdic.gov/regulations/reform/

                          About FDIC

Congress created the Federal Deposit Insurance Corporation in 1933
to restore public confidence in the nation's banking system. The
FDIC insures deposits at the nation's 7,760 banks and savings
associations and it promotes the safety and soundness of these
institutions by identifying, monitoring and addressing risks to
which they are exposed. The FDIC receives no federal tax dollars -
- insured financial institutions fund its operations.

                     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)


LEVELLAND/HOCKLEY COUNTY: Ethanol Plant Files to Reorganize
-----------------------------------------------------------
Levelland/Hockley County Ethanol, LLC, filed a Chapter 11 petition
(Bankr. N.D. Tex. Case No. 11-50162) in Lubbock, Texas, saying
that while it is burning cash at present, the expected entry of
new contract with a highly respected Bio-Fuel company will allow
it to resume plant operations at full capacity in June.

The Debtor estimated in its Chapter 11 petition filed on April 27
that it has $50 million to $100 million in total assets and under
$50 million in total liabilities.

Levelland Ethanol is a Texas limited liability company that owns
and operates a 40 million gallon per annum Ethanol production
plant located in Levelland, Hockley County, Texas.  The LLC has
over 100 members many of whom are local farmers, business people
and civic leaders.

According to a court filing, a recent appraisal of the Debtor's
facility values the Debtor's assets, with the Plant under full
operation, at over $51.5 million.

The Debtors' secured bank group, represented by GE Energy
Financial Services, is owed $33,320,000 in principal and accrued
interest as of the Petition Date, and it owes $9,040,000 in
principal and interest to its subordinated secured lender, Farmers
Energy Levelland, LLC, who is also a member holding 48.6% of the
equity interests in the LLC.  The Debtor's unsecured and other
obligations, based on its books and records and estimates, as of
the Petition Date total $4,683,000.

As of the Petition Date, the Debtor has cash in its bank accounts
in the area totaling $1,294,000.  The Lenders perfected security
interests appear to cover the cash in Debtor's deposit accounts.

The Debtor is seeking approval from the bankruptcy court to use
cash collateral to continue its business operations.

I. Richard Levy, Esq., at Block & Garden, LLP, in Dallas, relates
that the Debtor has an immediate and irreparable need to use cash
to continue its business and pay its employees and postpetition
obligations.  The Debtor expects that it will need $95,000 to meet
its obligations for the stub week of the bankruptcy through the
first week of May 2011.  Afterwards the cash burn rate is $100,000
a week through the first week in June.

Mr. Levy said, "The Debtor anticipates submitting for Court
approval a Motion to approve a post-petition supply and financing
contract with a highly respected Bio-Fuel company that will enable
it to operate the Plant at full capacity.  Operations at or near
capacity will ensure that the Debtor can take advantage of the
significant equity in the Plan above the total of the secured
lender's debts."

However, according to Mr. Levy, in the meantime, the Debtor seeks
to use cash collateral on a limited basis and under the
constrictions of the proposed budget in order to preserve its
options to pursue the postpetition contract and financing
agreement.

"While it is not expected that the Debtor's operations during the
next four weeks will result in any profit (in fact the preparation
for increased production will be a losing sum game for this first
four weeks, the Debtor projects substantial earnings and
profitable operations beginning in June and replenishing all of
the cash collateral used by the end of July."


LEVELLAND/HOCKLEY COUNTY: Case Summary & Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Levelland/Hockley County Ethanol, LLC
        P.O. Box 26
        Levelland, TX 79336-0026

Bankruptcy Case No.: 11-50162

Chapter 11 Petition Date: April 27, 2011

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

Judge: Robert L. Jones

Debtor's Counsel: I. Richard Levy, Esq.
                  BLOCK & GARDEN, LLP
                  5949 Sherry Lane, Suite 900
                  Dallas, TX 75225
                  Tel: (214) 866-0990
                  Fax: (214) 866-0991
                  E-mail: levy@bgvllp.com

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

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

The petition was signed by James P. Halbert, chief restructuring
officer.

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Permian Basin Railway Company,     Transportation         $686,710
Inc.
118 S. Clinton Street
Chicago, IL 60661

Hansen Mueller                     Grain - Supplier       $466,467
8951 Synergy Drive, Suite 224      Litigation
McKinney, TX 75070

Plains Grain Co., Inc.             Grain - Supplier       $386,427
P.O. Box 188
Abernathy, TX 79311

J.D. Heiskell & Co.                Grain - Supplier       $335,238
1616 S. Kentucky                   Litigation
Amarillo, TX 79102

Oppliger Feedyard Inc.             Distilled Grain        $240,164
                                   Contract

Land of Lakes Purina Mills         Distilled Grain        $238,858
                                   Contract

Friona Wheat Growers               Grain - Supplier       $165,163

Ferm Solutions                     Chemicals              $149,554

Triple Nickel Inc.                 Grain - Supplier       $121,314

CEI Pipeline                       Natural Gas Delivery   $117,000

Gary Neill Trucking                Distilled Grain        $104,604
                                   Contract

Farmer's Co-Op Elevator            Chemicals/Grain -       $78,916
                                   Supplier

Genencor/Danisco US Inc.           Chemicals               $71,350

Nathan Segal & Company             Distilled Grain         $70,262
                                   Contract

First Insurance Funding Corp       Insurance Financing     $68,572

John & Neta Loepky Farms           Grain - Farmer          $63,570

Bosselman Energy, Inc.             Chemicals               $63,288

Lariat Dairy Inc.                  Distilled Grain         $60,997
                                   Contract

Julian Coleman                     Grain - Farmer          $52,638

Sanderson Grain                    Grain - Supplier        $50,924


LESLIE CONTROLS: Circor Subsidiary Emerges From Chapter 11
----------------------------------------------------------
Circor International, Inc. and its wholly owned subsidiary, Leslie
Controls, Inc. have funded the Section 524(g) asbestos trust
established under Leslie's Chapter 11 reorganization plan affirmed
in February 2011 by the U.S. District Court for the District of
Delaware.

With the funding of the trust, Leslie has now emerged from Chapter
11 protection.  Leslie initially filed a pre-negotiated plan of
reorganization under Chapter 11 of the U.S. Bankruptcy Code in
July 2010 to permanently resolve its asbestos liability.

"The funding of the trust and the completion of this process is a
tremendous accomplishment for CIRCOR, our shareholders and our
employees," said CIRCOR Chairman, President and Chief Executive
Officer Bill Higgins.  "With Leslie's emergence from Chapter 11
reorganization, we can focus our full attention on executing our
growth strategy and further enhancing value for our shareholders."

t http://bankrupt.com/misc/lesliecontrols.dec2010mor.pdf

                      About Leslie Controls

Based in Tampa, Florida, Leslie Controls manufacturers process
control valves, severe service control valves, on-off valves,
regulators, steam water heaters, actuators and controls.
Leslie is a unit of CIRCOR International, Inc.

Leslie Controls sought Chapter 11 bankruptcy protection (Bankr.
D. Del. Case No. 10-12199) on July 12, 2010.  Marion M. Quirk,
Esq., and Norman L. Pernick, Esq., at Cole, Schotz, Meisel,
Forman & Leonard, assist the Company in its restructuring
effort.  Natalie Ramsey, Esq., at Montgomery, McCracken,
Walker & Rhodes, LLP, represents the Asbestos Claimants
Committee, and Edwin J. Heron, Esq., at Young, Conaway,
Stargatt & Taylor, LLP, represents the Future Claimants'
Representative.  William R. Hanlon, Esq., at Goodwin Procter
LLP advises CIRCOR International, Inc.  The Company estimated
its assets at $10 million to $50 million and its debts at
$50 million to $100 million at that the time of the filing.

As reported by the Troubled Company Reporter, the Bankruptcy Court
entered an order on October 28, 2010, confirming the amended
prenegotiated Chapter 11 reorganization plan filed by Leslie
Controls, Inc., on July 12, 2010.  The reorganization plan is
intended to permanently resolve Leslie's asbestos liability
through the creation of a trust pursuant to Section 524(g) of the
U.S. Bankruptcy Code.  All current and future asbestos claims
against Leslie would be channeled to the trust for review and
payment, thus providing both Leslie and CIRCOR with permanent
court protection from such claims.

As reported by the TCR on February 8, 2011, the U.S. District
Court for the District of Delaware affirmed the U.S. Bankruptcy
Court's confirmation of the amended pre-negotiated Chapter 11
reorganization plan filed by Leslie Controls.


LOCATEPLUS HOLDINGS: Has No Plan to Reduce Number of Directors
--------------------------------------------------------------
In response to an April 15, 2011, 14C filing by Carl Green,
LocatePLUS Holdings Corporation has communicated to Carl Green and
to the Securities and Exchange Commission that, on advice of
counsel, the Company believes that the filing is not on its face
compliant with applicable SEC regulations as well as the Company's
By-laws.  The Company does not plan to comply with the filing
until such time as it is satisfied that these requirements have
been met.

Carl Green notified the Company that Effective on April 14, 2011,
by written consent of a majority of the stockholders, it has
consented to eliminate classification of directors by term, to
reduce the number of directors to seven and to re-constitute the
Broad of Directors to consist of these individuals, each to serve
for a one year term and until a successor is elected and
qualifies:

     * Carl Green
     * George Isaac
     * John Long
     * Patrick Murphy
     * Anthony Spatorico
     * Derrek Spatorico
     * Moshe Luchaer

The Board of Directors may appoint directors to fill vacancies in
the event one or more directors leave the Board of Directors or in
the event that the size of the Board of Directors is increased.

The majority of shareholders determined that changing the
classification and reconfiguring the composition of the Board of
Directors was at this time, in the best interest of shareholders
in view of the challenges now faced by the Company.  The
determination was reached as a result of the current challenges
with the SEC, the company's financial position, its major
creditors and the need to obtain more input from shareholders.

According to Carl Green, the company needs to eliminate its debt
that was accumulated in prior years.  The company continues to be
in default on debt to the primary secured debt holder.  The
Company promised on Nov. 3, 2008 that the company would amend its
Certificate of Incorporation to increase the number of authorized
shares of common stock from 25,000,000 to 50,000,000 to allow them
to consent to convert the debt which was never done, yet
50,000,000 shares of common stock are now outstanding.

The majority of shareholders feel it was in the best interest of
all shareholders to make these changes.  Under Delaware law and
applicable securities laws if the written consent is signed by a
majority of the shareholders it is not necessary to hold a meeting
of shareholders.  According to Carl Green, written consent has
been obtained from shareholders holding 51% or more of the common
stock of the company.

Under Delaware law, the approval of an action by written consent
is effective as soon as holders of the requisite percentage of
shares, as of the applicable record date, have submitted consents.

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

                        http://is.gd/YU1ZbY

                     About LocatePLUS Holdings

Beverly, Mass.-based LocatePLUS Holdings Corporation, through
itself and its wholly-owned subsidiaries LocatePLUS Corporation,
Worldwide Information, Inc., Entersect Corporation, Dataphant,
Inc., and Employment Screening Profiles, Inc. are business-to-
business, business-to-government and business-to-consumer
providers of public information via its proprietary data
integration solutions.

The Company reported a net loss of $1.61 million on $7.89 million
of revenue for the twelve months ended Dec. 31, 2010, compared
with a net loss of $2.84 million on $7.26 million of revenue
during the prior year.

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

As reported by the TCR on April 21, 2011, Livingston & Haynes,
P.C., in Wellesley, Massachusetts, noted that the Company has an
accumulated deficit at Dec. 31, 2010 and has suffered substantial
net losses in each of the last two years, which raise substantial
doubt about the company's ability to continue as a going concern.


LOOP CORP.: Case Summary & 6 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Loop Corp.
        330 South Wells Street, Suite 711
        Chicago, IL 60606

Bankruptcy Case No.: 11-17917

Chapter 11 Petition Date: April 27, 2011

Court: U.S. Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Bruce W. Black

Debtor's Counsel: John M. Holowach, Esq.
                  HOLOWACH & PUKSHANSKY LLC
                  225 W. Washington, Suite 2200
                  Chicago, IL 60606
                  Tel: (312) 933 - 6694
                  Fax: (773) 751 -2856
                  E-mail: bankruptcy@rjlegalgroup.com

Scheduled Assets: $76,500,000

Scheduled Debts: $33,030,231

The petition was signed by Richard Nichols, treasurer.

Debtor's List of six Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Wells Fargo Advisors               Judgment             $2,723,719
c/o Greiman, Rome & Griesmeyer, P.C
200 West Madison, Suite 755
Chicago, IL 60606

Golf Venture LLC                   Expired Judgment     $2,120,581
20 S. Clark Street, # 2600
Chicago, IL 60603

McAndrews, Held & Malloy           Legal Fees              $50,000
500 West Madison Street, 34th Floor
Chicago, IL 60661

Jordan, Kowal & Apostol LLC        Legal Fees              $30,640

Illinois Department of Revenue     Tax Debt                Unknown

Internal Revenue Service           Tax Debt                Unknown
Centralized Insolvency Operations


MAJESTIC STAR: Settles Chapter 11 Fight with Indiana City
---------------------------------------------------------
Hilary Russ at Bankruptcy Law360 reports that in a bid to bring
years of litigation to an end, Majestic Star Casino LLC asked a
Delaware bankruptcy judge Tuesday to approve a hard-fought
settlement with the city of Gary, Ind., for a new land development
agreement.  Under the terms of the deal, BData relates, the
Company agreed to resume making monthly payments of 3% of its
adjusted gross gaming receipts to the city with a minimum
aggregate payment of $6 million per year.

                        About Majestic Star

The Majestic Star Casino, LLC -- aka Majestic Star Casino, aka
Majestic Star -- is based in Las Vegas, Nev., and is a wholly
owned subsidiary of Majestic Holdco, LLC, which is a wholly owned
subsidiary of Barden Development, Inc.  The Company was formed on
December 8, 1993, as an Indiana limited liability company to
provide gaming and related entertainment to the public.  The
Company commenced gaming operations in the City of Gary at
Buffington Harbor, located in Lake County, Inc., on June 7, 1996.
The Company is a multi-jurisdictional gaming company with
operations in three states -- Indiana, Mississippi and Colorado.

The Company sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 09-14136) on Nov. 23, 2009.  The Company's
affiliates -- The Majestic Star Casino II, Inc., The Majestic Star
Casino Capital Corp., Majestic Star Casino Capital Corp. II,
Barden Mississippi Gaming, LLC, Barden Colorado Gaming, LLC,
Majestic Holdco, LLC, and Majestic Star Holdco, Inc. -- filed
separate Chapter 11 petitions.

The Majestic Star Casino's balance sheet at June 30, 2009,
showed total assets of $406.42 million and total liabilities of
$749.55 million.

Kirkland & Ellis LLP is the Debtors' bankruptcy counsel.  James E.
O'Neill, Esq., Laura Davis Jones, Esq., and Timothy P. Cairns,
Esq., at Pachulski Stang Ziehl & Jones LLP, are the Debtors'
Delaware counsel.  Xroads Solutions Group, LLC, is the Debtors'
financial advisor, while EPIQ Bankruptcy Solutions LLC serves as
the Debtors' claims and notice agent.

Michael S. Stamer, Esq., and Alexis Freeman, Esq., at Akin Gump
Strauss Hauer & Feld LLP, in New York, and Bonnie Glantz Fatell,
Esq., and David W. Carickhoff, Esq., at Blank Rome LLP, in
Wilmington, Delaware, represent the Official Committee of
Unsecured Creditors.


MAYTAG LAUNDRY: Case Summary & 11 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Maytag Laundry Center LLC
        fka GM Laundry Center
        2602 N SR 7
        Fort Lauderdale, FL 33313

Bankruptcy Case No.: 11-21019

Chapter 11 Petition Date: April 25, 2011

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

Judge: Raymond B. Ray

Debtor's Counsel: Martin L. Sandler, Esq.
                  SANDLER & SANDLER BY M. L. SANDLER, P.A.
                  P.O. Box 402727
                  Miami Beach, FL 33140
                  Tel: (305) 379-6655
                  Fax: (786) 472-7077
                  E-mail: martin@sandler-sandler.com

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

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

A list of the Company's 11 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flsb11-21019.pdf

The petition was signed by George Peleganos, managing member.


MCCLATCHY CO: Incurs $1.96 Million Net Loss in March 27 Quarter
---------------------------------------------------------------
The McClatchy Company reported a net loss of $1.96 million on
$303.73 million of revenue for the three months ended March 27,
2011, compared with net income of $2.20 million on $335.56 million
of revenue for the three months ended March 28, 2010.

Commenting on McClatchy's results, Gary Pruitt, chairman and chief
executive officer, said, "The slowing in advertising revenue that
we previously reported for January continued through the first
quarter.  National advertising continued to be one of the largest
areas of decline, falling by 29.3% in the first quarter of 2011
compared to 2010.  In addition, the shifting of the Easter holiday
to a later date in April 2011 compared to 2010 had a negative
impact on retail advertising in March.  As a result advertising in
March was down 12.7%, pulling down the overall ad revenues in the
quarter to an 11.0% decline."

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

                   About The McClatchy Company

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

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

                          *     *     *

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

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

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


MCKEE-KEENEY I: Case Summary & 3 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: McKee-Keeney I, LLC
        5625 S. Grand Canyon Drive
        Las Vegas, NV 89148

Bankruptcy Case No.: 11-16186

Chapter 11 Petition Date: April 25, 2011

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Linda B. Riegle

Debtor's Counsel: Samuel A. Schwartz, Esq.
                  THE SCHWARTZ LAW FIRM
                  701 E. Bridger Avenue, Suite 120
                  Las Vegas, NV 89101
                  Tel: (702) 385-5544
                  Fax: (702) 385-2741
                  E-mail: sam@schwartzlawyers.com

Scheduled Assets: $1,076,275

Scheduled Debts: $2,536,673

A list of the Company's three largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/nvb11-16186.pdf

The petition was signed by Susan G. Keeney, DVM, ABVP, manager.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
S.G. Keeney, PC, Inc.                  11-16184   04/25/11
Susan G. Keeney                        11-16183   04/25/11


MEDLINK INTERNATIONAL: RBSM LLP Raises Going Concern Doubt
----------------------------------------------------------
MedLink International, Inc., filed on April 25, 2011, its annual
report on Form 10-K for the fiscal year ended Dec. 31, 2010.

RBSM, LLP, in New York, said Medlink International's need to seek
new sources or methods of financing or revenue to pursue its
business strategy raise substantial doubt about the Company's
ability to continue as a going concern.

The Company reported net income of $202,675 on $6.00 million of
revenues for 2010, compared with a net loss of $3.79 million on
$520,473 for 2009.

The Company's balance sheet at Dec. 31, 2010, showed
$10.56 million in total assets, $4.79 million in total
liabilities, all current, and stockholders' equity of
$5.77 million.

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

                       http://is.gd/xPooa8

Ronkonkoma, New York-based MedLink International, Inc. (OTC BB:
MLKNA) -- http://www.medlinkus.com/-- is a leading healthcare
information technology company focused on clinical, information
and connectivity solutions that are focused on improving the
quality and efficiency of care.


MERCANTILE BANCORP: Heartland Bank Now Wholly-Owned by Company
--------------------------------------------------------------
Mercantile Bancorp, Inc. announced Thursday it has merged its
majority-owned subsidiary, Mid-America Bancorp, Inc., into the
Company.  Prior to the merger, Mid-America was the sole
shareholder of Heartland Bank, headquartered in Leawood, Kansas.

As of March 31, 2011, Mercantile owned 55.5% of Mid-America and
held subordinated debentures issued by Mid-America totaling
$11.9 million.  The debentures were convertible at the Company's
option into common stock of Mid-America.  On April 4, 2011, the
Company exercised its right to convert the debentures into
additional shares, thereby increasing its equity ownership of Mid-
America to 91.5% and legally allowing the Company to execute the
merger and subsequent dissolution of Mid-America.  The Company
will pay a total of $5,000 (approximately $.073 per share) for the
surrender and cancellation of all shares of Mid-America stock not
owned by the Company, on a pro-rata basis to the holders of such
shares.  On April 5, 2011, the Company completed the merger, Mid-
America was dissolved, and Heartland Bank became a wholly-owned
subsidiary of the Company.

Ted T. Awerkamp, President and CEO, said the Company continues to
actively pursue capital-raising strategies with its financial and
legal advisors.

                     About Mercantile Bancorp

Mercantile Bancorp, Inc. (NYSE Amex: MBR)
-- http://www.mercbanx.com/-- is a Quincy, Illinois-based bank
holding company with wholly-owned subsidiaries consisting of one
bank each in Illinois, Kansas, and Florida, where the Company
conducts full-service commercial and consumer banking business,
engages in mortgage banking, trust services and asset management,
and provides other financial services and products.  The Company's
largest subsidiary, Mercantile Bank, also operates branch offices
in Missouri and Indiana.

At Dec. 31, 2010, the Company's balance sheet showed
$929.18 million in total assets, $935.22 million in total
liabilities, and a stockholders' deficit of $6.04 million.

As reported in the TCR on April 26, 2011, BKD, LLP, in Decatur,
Illinois, expressed substantial doubt about Mercantile Bancorp's
ability to continue as a going concern, following the Company's
results for 2010.  The independent auditors noted that the Company
has suffered recurring losses resulting from the effects of the
economic downturn causing its subsidiary banks to be
undercapitalized and resulting in consent orders to be issued by
their primary regulators.

The Company reported a net loss of $50.95 million on
$24.62 million of net interest income (before provision for loan
losses) for 2010, compared with a net loss of $60.38 million on
$21.22 million of net interest income (before provision for loan
losses) for 2009.


MERCER RUG: Files for Chapter 11 Bankruptcy Protection
------------------------------------------------------
Mercer Rug Cleansing, Inc., filed a Chapter 11 petition (Bankr.
E.D. Va. Case No. 11-32775) on April 26, 2011.

Carol Hazard at the Richmond Times-Dispatch reports that Mary
Rutherfoord M. Ferguson is the president and sole stockholder for
Mercer Rug and George-Marshall Corp., a real estate company that
also filed for bankruptcy protection.  She is the daughter of the
late George R. Mercer Sr., who founded Mercer Rug Cleansing and
the former Mercer Rug and Carpet Sales Inc.  Her husband, Allen
Mead Ferguson, is the secretary and treasurer for both companies.
He was chairman and CEO of Craigie Inc., an investment banking
firm in Richmond that was acquired by BB&T in 1997.

According to the report, the Fergusons filed for personal Chapter
11 bankruptcy protection March 30, 2011.  The couple disclsoed
assets of $1 million to $10 million and liabilities of the same
amount.  The top 20 unsecured creditors are owed a total of $3.8
million, including $353,000 owed to eight prominent people in the
Richmond area.

""The financial affairs, bank debt and collateral pledges of these
companies are intertwined with the Fergusons personally," the
Richmond Times-Dispatch quotes David K. Spiro with the Richmond-
based law firm of Hirschler Fleischer, counsel for the companies,
as saying.

Mercer Rug Cleansing is the operating entity.  George-Marshall
owns the Mercer Rug Cleansing real estate at 3116 W. Moore St.,
where it has been since April 1936, as well as the Victory Rug
Cleansing property at 407 S. Cherry St. and 811 Albemarle St.

The filings for the rug-cleaning business and the real estate
business each listed assets of $1 million to $10 million and
liabilities of the same amount.  The largest creditor of the rug
business is Tappahannock-based Eastern Virginia Bank, which is
owed $1.5 million -- the same creditor and the same amount as
noted in the Ferguson's personal bankruptcy filing.  The largest
creditor on the properties is Richmond-based Union First Market
Bank, which is owed $799,251.  Victory Rug Cleansing is a separate
corporation and has not filed bankruptcy, relates Ms. Hazard.

A foreclosure sale for the Victory Rug Cleansing property by Union
First Market Bank was scheduled for [Wednes]day but was postponed
because of the filing


MERCER RUG: Case Summary & 10 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Mercer Rug Cleansing, Inc.
        3116 W. Moore Street
        Richmond, VA 23230

Bankruptcy Case No.: 11-32775

Chapter 11 Petition Date: April 26, 2011

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

Judge: Kevin R. Huennekens

Debtor's Counsel: David K. Spiro, Esq.
                  HIRSCHLER FLEISCHER
                  P.O. Box 500
                  Richmond, VA 23218-0500
                  Tel: (804) 771-9500
                  Fax: (804) 644-0957
                  E-mail: dspiro@hf-law.com

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

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

A list of the Company's 10 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/vaeb11-32775.pdf

The petition was signed by Allen Mead Ferguson, secretary.


MEREULO MADDUX: Seeks to Use Cash Collateral Until July 31
----------------------------------------------------------
Meruelo Maddux Properties, Inc., and its debtor affiliates seek
authority from the U.S. Bankruptcy Court for the Central District
of California, San Fernando Valley Division, to use the cash
collateral securing their prepetition indebtedness until July 31,
2011.

The Debtors also seek the Court's authority to continue to use
their prepetition cash management system through July 31.

John N. Tedford, Esq., at Danning, Gill, Diamond & Kollitz, LLP,
in Los Angeles, California, says the Debtors are asking for an
extension of their use of the cash collateral through July 31,
which is anticipated to be after the effective date of any plan
confirmed by the Court.  He adds that the Debtors also require the
continued use of cash collateral to maintain their real properties
and continue operations.  The previously granted authority to use
cash collateral expires on April 30.

The Debtors continue to propose these forms of adequate
protection:

   (1) each Cash Collateral Creditor will be granted a replacement
       lien in its respective postpetition cash collateral;

   (2) the Debtors will maintain and preserve the Cash Collateral
       properties by payment of ordinary expenses for maintaining
       and preserving the real property collateral; and

   (3) the Debtors will pay real property taxes due and payable on
       or after November 1, 2009, owing to the County of Los
       Angeles assessed against the Cash Collateral properties.

The cash collateral creditors are:

   * 1248 Figueroa Street LLC,
   * Bank of America,
   * Well Fargo Bank N.A.,
   * California Bank & Trust,
   * Cathay Bank,
   * Chinatrust Bank, USA,
   * City National Bank,
   * East West Bank,
   * Legendary Investor Group No. 1 LLC,
   * Yoshiaki Murakami and Fumiko Murakami,
   * Pacific Commerce Bank, and
   * The Stanford Group LP.

The Court will convene a hearing on April 28, at 2:30 p.m., to
consider approval of the request.

                        About Meruelo Maddux

Meruelo Maddux and its affiliates filed for Chapter 11 protection
(Bankr. C.D. Calif. Lead Case No. 09-13356) on March 26, 2009.
Aaron De Leest, Esq., John J. Bingham, Jr., Esq., and John N.
Tedford, Esq., at Danning Gill Diamond & Kollitz, represent the
Debtors in their restructuring effort.  The Debtors' financial
condition as of Dec. 31, 2008, showed $681,769,000 in assets
and $342,022,000 of debts.

FTI Consulting, Inc., serves as the Debtors' financial advisors,
Ernst & Young as independent auditors and tax advisors, DLA Piper
LLP (US) as special securities and litigation counsel, and Waldron
& Associates, Inc. as real estate appraiser.

The U.S. Trustee has appointed an official committee of unsecured
creditors and a separate official shareholders' committee in the
case.  SulmeyerKupetz, APC, serves as the Creditors Committee's
counsel and Kibel Green, Inc., as its financial advisor.  The
equity committee has sought to retain Ron Orr & Professionals,
Inc., Rodiger Law Office, and Jenner & Block as counsel, and Kibel
Green, Inc. as its financial advisor.

The Debtors; Legendary Investors Group No. 1, LLC, and East West
Bank; and Charlestown Capital Advisors, LLC and Hartland Asset
Management Corporation have proposed rival reorganization plans in
the case. In mid-January 2011, the Debtors struck a deal with the
Legendary Group to drop the group's competing plan.

The Debtors have hired Kurtzman Carson Consultants as solicitation
and balloting agent.

Legendary Investors Group No. 1, LLC, is represented in the case
by Jeremy V. Richards, Esq., and Jeffrey W. Dulberg, Esq., at
Pachulski Stang Ziehl & Jones LLP; and Surjit P. Soni, Esq., at
The Soni Law Firm.  East West Bank is represented by Curtis C.
Jung, Esq., and Monica H. Lin, Esq., at Jung & Yuen, LLP, and
Elmer Dean Martin III, Esq.

Charlestown Capital Advisors, LLC and Hartland Asset Management
Corporation are represented in the case by Christopher E. Prince,
Esq., Matthew A. Lesnick, Esq., and Andrew R. Cahill, Esq., at
Lesnick Prince LLP.


MEREULO MADDUX: Charlestown Capital Wants to Modify Chap. 11 Plan
-----------------------------------------------------------------
Charlestown Capital Advisors, LLC and Hartland Asset Management
Corporation seek authority from the U.S. Bankruptcy Court for the
Central District of California, San Fernando Valley Division, to
file their First Modified Fourth Amended Chapter 11 Plan of
Reorganization for Meruelo Maddux Properties, Inc., and its debtor
affiliates.

The Modified Charlestown Plan revises to Charlestown's Fourth
Amended Chapter 11 Plan filed October 14, 2010, to account for
Charlestown's settlements with secured creditors.  In addition,
the Modified Charlestown Plan accounted for certain settlements
between the Debtors' estates and Legendary Investors and East West
Bank.

The Debtors opposed the Charlestown Proponents' Motion to Modify
on various grounds, including the grounds that the treatment of
non-settling guaranty claimants under the Modified Charlestown
Plan was not uniform.  At a March 7 hearing on the Charlestown
Proponents' Motion to Modify, the Court requested clarification
from the Charlestown Proponents regarding their proposed treatment
of non-settling guaranty claimants.  In response to the Debtors'
objection and the Court's inquiry, the Charlestown Proponents
submitted a supplement to their original motion.

The Charlestown Proponents clarified that non-settling guaranty
claimants under the Modified Charlestown Plan will retain their
existing pre-petition guaranties.  The parties' respective rights
under the guaranties will not be altered or modified except that
(1) all pre-Effective Date defaults will be deemed cured and
waived; (2) the primary obligations secured by the guaranties will
be the obligations of the primary obligors as modified by their
respective plans of reorganization; and (3) defaults occurring
post-Effective Date must relate to either the guarantor's or the
primary obligor's failure to perform their obligations as modified
under their respective plans of reorganization.

The Charlestown Proponents are represented by:

   CHRISTOPHER E. PRINCE, ESQ.
      cprince@lesnickprince.com
   MATTHEW A. LESNICK, ESQ.
      matt@lesnickprince.com
   ANDREW R. CAHILL, ESQ.
      acahill@lesnickprince.com
   LESNICK PRINCE LLP
   185 Pier Avenue, Suite 103
   Santa Monica, CA 90405
   Telephone: (213) 493-6496
   Facsimile: (213) 493-6596

                        About Meruelo Maddux

Meruelo Maddux and its affiliates filed for Chapter 11 protection
(Bankr. C.D. Calif. Lead Case No. 09-13356) on March 26, 2009.
Aaron De Leest, Esq., John J. Bingham, Jr., Esq., and John N.
Tedford, Esq., at Danning Gill Diamond & Kollitz, represent the
Debtors in their restructuring effort.  The Debtors' financial
condition as of Dec. 31, 2008, showed $681,769,000 in assets
and $342,022,000 of debts.

FTI Consulting, Inc., serves as the Debtors' financial advisors,
Ernst & Young as independent auditors and tax advisors, DLA Piper
LLP (US) as special securities and litigation counsel, and Waldron
& Associates, Inc. as real estate appraiser.

The U.S. Trustee has appointed an official committee of unsecured
creditors and a separate official shareholders' committee in the
case.  SulmeyerKupetz, APC, serves as the Creditors Committee's
counsel and Kibel Green, Inc., as its financial advisor.  The
equity committee has sought to retain Ron Orr & Professionals,
Inc., Rodiger Law Office, and Jenner & Block as counsel, and Kibel
Green, Inc. as its financial advisor.

The Debtors; Legendary Investors Group No. 1, LLC, and East West
Bank; and Charlestown Capital Advisors, LLC and Hartland Asset
Management Corporation have proposed rival reorganization plans in
the case. In mid-January 2011, the Debtors struck a deal with the
Legendary Group to drop the group's competing plan.

The Debtors have hired Kurtzman Carson Consultants as solicitation
and balloting agent.

Legendary Investors Group No. 1, LLC, is represented in the case
by Jeremy V. Richards, Esq., and Jeffrey W. Dulberg, Esq., at
Pachulski Stang Ziehl & Jones LLP; and Surjit P. Soni, Esq., at
The Soni Law Firm.  East West Bank is represented by Curtis C.
Jung, Esq., and Monica H. Lin, Esq., at Jung & Yuen, LLP, and
Elmer Dean Martin III, Esq.

Charlestown Capital Advisors, LLC and Hartland Asset Management
Corporation are represented in the case by Christopher E. Prince,
Esq., Matthew A. Lesnick, Esq., and Andrew R. Cahill, Esq., at
Lesnick Prince LLP.


MICHAEL MALKI: Seeks to Sell Arena, Gets $650,000 Offer
-------------------------------------------------------
Drew Harwell at the St. Petersburg Times reports that The
Clearwater Ice Arena could soon see new ownership as bids roll in
to buy the rink.  Owner Mike Malki, which has sought bankruptcy
protection, filed a motion seeking approval to sell the rink.
Broker Ken Mann says the arena has already received an offer -- of
$650,000 -- from the founder of a company that owns rinks in
Oldsmar and the Westfield Countryside mall.  But the motion to
sell the rink hasn't gone over so well with Mr. Malki's lenders at
Whitney National Bank, who sued him last year for not making
payments on his $1.7 million mortgage since 2008.  Mr. Malki filed
for Chapter 11 bankruptcy protection in January 2011, claiming
nearly $1 million in debt.


MILLENNIUM MULTIPLE: Converts Reorg. Plan to Liquidation Plan
-------------------------------------------------------------
Millennium Multiple Employer Welfare Benefit Plan filed with the
U.S. Bankruptcy Court for the Western District of Oklahoma an
amended disclosure statement explaining the Debtor's Chapter 11
plan of liquidation.

A redlined version of the Amended Disclosure Statement filed April
19 is available at http://ResearchArchives.com/t/s?75cf

The Amended Plan provides that aside from plan participants, who
are treated in Class 4, a large portion of the unsecured claims
are dealt with in Classes 3 or 5.  The Debtor believes many of
these claims to be contingent, unliquidated, and disputed.  These
include claims filed by Covered Employers, Insurers, non-
Participants, or persons or entities suing the Debtor or making
demands upon the Debtor or persons who provided services to the
Debtor before June 9, 2010.  A total of $1,000,000 has been set
aside to pay all Class 3 claims.  The Debtor believes that the
amount of allowable claims in Class 3 totals less than $500,000.
If not all $1,000,000 is used to satisfy all creditors in Class 3,
the remaining amounts will flow over and be available for pro rata
distributions to Participants in Class 4.  Similarly, Class 5 is
composed of former Participants whose entitlement to benefits
under the Plan was terminated due to non-payment by their Covered
Employers.  The Millennium Liquidation Trustee will reserve funds
for these claims, these claims will be objected to, and it is
assumed by the Debtor that these claims will be disallowed.  Any
funds reserved for these claims that are not needed to pay them
will become available to the Millennium Liquidation Trustee to
use, including making such funds available for distribution to
Allowed Class 4 claims.

The Original Plan says that each plan participant under Class 4
will remain eligible to receive his or her death benefit through
and including the date upon which a Participant's election is due.
The Amended Plan says that each Participant will remain eligible
to receive the lesser of a modified death benefit, or the 2010
Death Benefit made available to the Participant by the Debtor
through and including the date upon which a Participant's election
is due.  The modified Death Benefit will be the amount of the net
proceeds received by the Millennium Liquidation Trustee from the
Life Policy or Policies insuring the Participant's life less the
sum of 1) the Participant's gross Life Benefit calculated in
accordance with the Plan plus 2) any interest paid by the Insurer
from the date of the Participant's death.

                   About Millennium Multiple

Richardson, Texas-based Millennium Multiple Employer Welfare
Benefit Plan filed for Chapter 11 bankruptcy protection on June 9,
2010 (Bankr. W.D. Okla. Case No. 10-13528).  G. Blaine Schwabe,
III, Esq., at Mock Schwabe Waldo Elder Reeves & Bryant, assists
the Company in its restructuring effort.  Eric D. Madden, Esq.,
and Brandon V. Lewis, Esq., at Diamond McCarthy LLP, in Dallas;
and Kyung S. Lee, Esq., at Diamond McCarthy LLP, and Kiran A.
Phansalkar, Esq., at Conner & Winters LLP, serve as counsel to the
Official Committee of Unsecured Creditors.  The Company estimated
its assets and debts at $50 million to $100 million as of the
petition date.


MOLECULAR INSIGHT: Beaver Creek Fund Owns 1.14% of Common Stock
---------------------------------------------------------------
Savitr Capital, LLC, discloses that as of April 18, 2011, each of
Beaver Creek Fund, Ltd, and Andrew R. Midler disclose that each of
them may be deemed to be the beneficial owner of 288,074 of the
common stock of Molecular Insight Pharmaceuticals, Inc.,
representing 1.14% of the total number of shares outstanding
(based upon information provided by the issuer in its most recent
filed quarterly report on Form 10-Q, there were 25,268,327 shares
outstanding as of Nov. 4, 2009).

A complete text of the Form SC 13G/A is available for free at:

                       http://is.gd/72MJ7m

                     About Molecular Insight

Cambridge, Massachusetts-based Molecular Insight Pharmaceuticals,
Inc., is a clinical-stage biopharmaceutical company that provides
services on the detection and treatment of various forms of cancer
and other life-threatening diseases.  The Debtor disclosed
$36,453,000 in total assets and $198,829,000 in total debts as of
Sept. 30, 2010.

Molecular Insight filed for Chapter 11 bankruptcy protection
(Bankr. D. Mass. Case No. 10-23355) on Dec. 9, 2010.  Kramer
Levin Naftalis & Franklin LLP serves as the Debtor's lead
bankruptcy counsel.  Alan L. Braunstein, Esq., at Riemer &
Braunstein, LLP, serves as the Debtor's local Massachusetts
counsel.  Foley & Lardner LLP is the Debtor's special counsel.
Tatum LLC, a division of SFN Professional Services LLC, is the
Debtor's financial consultant.  Omni Management Group, LLC, is the
claims, and balloting agent.


MORGANS HOTEL: Unit to Sell Mondrian Los Angeles Hotel for $137MM
-----------------------------------------------------------------
Mondrian Holdings LLC, a subsidiary of Morgans Hotel Group Co.,
entered into a purchase and sale agreement to sell the Mondrian
Los Angeles hotel for $137 million to Wolverines Owner LLC, an
affiliate of Pebblebrook Hotel Trust.  The parties have agreed
that the Company will continue to operate the hotel under a 20-
year management agreement with one 10-year extension option.  The
transaction is expected to close in the second quarter and is
subject to satisfaction of customary closing conditions.

The Company expects to receive net proceeds of approximately $40
million after applying a portion of the proceeds from the sale
along with approximately $6 million of cash in escrow to retire
the $103.5 million of outstanding mortgage debt secured by the
hotel.

The Company has received a $5 million security deposit, which is
non-refundable except in the event of a default by the Company.

A copy of the purchase and sale agreement will be filed as an
exhibit to the Company's quarterly report on Form 10-Q for the
quarter ended June 30, 2011.

                    About Morgans Hotel Group

Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) --
http://www.morganshotelgroup.com/-- is widely credited as the
creator of the first "boutique" hotel and a continuing leader of
the hotel industry's boutique sector.  Morgans Hotel Group
operates and owns, or has an ownership interest in, Morgans,
Royalton and Hudson in New York, Delano and Shore Club in South
Beach, Mondrian in Los Angeles and South Beach, Clift in San
Francisco, Ames in Boston, and Sanderson and St Martins Lane in
London.  Morgans Hotel Group and an equity partner also own the
Hard Rock Hotel & Casino in Las Vegas and related assets.  Morgans
Hotel Group also manages hotels in Isla Verde, Puerto Rico and
Playa del Carmen, Mexico.  Morgans Hotel Group has other property
transactions in various stages of completion, including projects
in SoHo, New York and Palm Springs, California.

The Company reported a net loss of $83.64 million on
$236.37 million of total revenues for the year ended Dec. 31,
2010, compared with a net loss of $101.60 million on $225.05
million of total revenues during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed
$714.77 million in total assets, $716.58 million in total
liabilities, a $12.72 million shareholders' deficit and
$10.92 million noncontrolling interest.

Monday's edition of the TCR-LA delivers a list of indicative
prices for bond issues that reportedly trade well below par.
Prices are obtained by TCR-LA 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-LA constitutes an offer or solicitation to buy
or sell any security of any kind.  It is likely that some entity
affiliated with a TCR-LA editor holds some position in the
issuers' public debt and equity securities about which we report.

Tuesday's edition of the TCR-LA features a list of companies with
insolvent balance sheets obtained by our editors based on the
latest balance sheets publicly available a day prior to
publication.  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
Thursday's edition of the TCR-LA. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com


MORTGAGES LTD: Successor Sues Greenberg for Malpractice
-------------------------------------------------------
Pete Brush at Bankruptcy Law360 reports that the liquidating trust
and the successor company created in the bankruptcy of Mortgages
Ltd. have accused Greenberg Traurig LLP and one of its partners of
malpractice in a lawsuit the firm removed to Arizona federal court
Monday.

Greenberg Traurig and Phoenix-based corporate shareholder Robert
S. Kant knew that Radical Bunny LLC was running afoul of
securities laws as it raised some $140 million to invest in loans
originated by Mortgages Ltd, now called ML Servicing Co. Inc.,
according to ML Servicing's complaint, Law360 says.

                        About Mortgages Ltd.

Mortgages Ltd. was the subject of an involuntary Chapter 7
petition dated June 20, 2008, filed by KGM Builders Inc. -- a
contractor for Grace Communities, a borrower of the company --
in the U.S. Bankruptcy Court for the District of Arizona.
Central & Monroe LLC and Osborn III Partners LLC, divisions of
Grace Communities, sought the appointment of an interim trustee
for Mortgages Ltd. in the Chapter 7 proceeding.

Mortgages Ltd. faced lawsuits filed by Grace Communities and
Rightpath Limited Development Group for its alleged failure to
fully fund loans.  Mortgages Ltd. denied the charges.

The Debtor's case was converted to a chapter 11 proceeding on
June 24, 2008 (Bankr. D. Ariz. Case No. 08-07465).  Judge Sarah
Sharer Curley presided over the case.  Carolyn Johnsen, Esq., and
Bradley Stevens, Esq., at Jennings, Strouss & Salmon P.L.C.,
replaced Todd A. Burgess, Esq., at Greenberg Traurig LLP, as
counsel to the Debtor.  As of Dec. 31, 2007, the Debtor had total
assets of $358,416,681 and total debts of $350,169,423.

Mortgages Ltd. was reorganized pursuant to a plan that was
confirmed by the Bankruptcy Court on March 20, 2009.  As part of
the Plan, ML Manager LLC was created to manage and operate the
loans in the portfolio.  The original investors for the most part
transferred their interests to 49 separate Loan LLC's.  A number
of investors, referred to as "pass through investors" did not
transfer their interests.  As part of the Plan, ML Manager took
out $20 million in exit financing to help keep the company afloat
during the reorganization.


MUNICIPAL MORTGAGE: Arthur Mehlman Retires from Board
-----------------------------------------------------
Municipal Mortgage & Equity, LLC, announced Arthur S. Mehlman's
retirement from its Board of Directors, effective April 22, 2011.

Mr. Mehlman has been on the Board of Directors since 2004.
Throughout his commitment, he served on various committees
including, and most recently, the Compensation Committee and Audit
Committee.

Commenting on Mr. Mehlman's retirement, MuniMae's Board Chairman,
Mark K. Joseph said, "Art has been a valuable resource to the
company during the difficult restatement process.  We are very
grateful for the service Art provided our shareholders.  We will
miss his wisdom and guidance."

                      About Municipal Mortgage

Baltimore, Md.-based Municipal Mortgage & Equity, LLC (Pink
Sheets: MMAB) -- http://www.munimae.com/-- was organized in 1996
as a Delaware limited liability company and is classified as a
partnership for federal income tax purposes.

When the Company became a publicly traded company in 1996, it was
primarily engaged in originating, investing in and servicing tax-
exempt mortgage revenue bonds issued by state and local government
authorities to finance affordable multifamily housing
developments.  Since then, the Company made several acquisitions
that significantly expanded its business.  However, in 2008, due
to the financial crisis, the Company began contracting its
business.

The Company has sold, liquidated or closed down all of its
different businesses except for its bond investing activities and
certain assets and residual interests related to the businesses
and assets that the Company sold due to its liquidity issues.

The Company has a majority position in International Housing
Solutions S.a.r.l., a partnership that was formed to promote and
invest in affordable housing in overseas markets.  In addition, at
Dec. 31, 2010, the Company has an unfunded equity commitment of
$5.1 million, or 2.67% of total committed capital with respect to
its role as the general partner to the South Africa Workforce
Housing Fund SA I ("SA Fund").  The SA Fund was formed to invest
directly or indirectly in housing development projects and housing
sector companies in South Africa.  A portion of the funding of SA
Fund is participating debt provided by the United States Overseas
Private Investment Corporation, a federal government entity, and
the remainder is equity primarily invested by institutional and
large private investors.  The Company expects to continue this
business.

As reported by the TCR on April 6, 2011, KPMG LLP, in Baltimore,
Maryland, expressed substantial doubt about Municipal Mortgage &
Equity's ability to continue as a going concern.  The independent
auditors noted that the Company has been negatively impacted by
the deterioration of the capital markets and has liquidity issues
which have resulted in the Company having to sell assets,
liquidate collateral positions, post additional collateral, sell
or close different business segments and work with its creditors
to restructure or extend its debt arrangements.

Municipal Mortgage reported a net loss of $72.5 million on $107.7
million of total revenue for 2010, compared with a net loss of
$380.1 million on $134.8 million of total revenue for 2009.

At Dec. 31, 2010, the Company's balance sheet showed
$2.059 billion in total assets, $1.359 billion in total
liabilities, and stockholders' equity of $700.4 million.


NATIONAL CONSUMER: Fitch Downgrades L-T IDR to 'CCC' From 'B-'
--------------------------------------------------------------
Fitch Ratings has downgraded the long-term Issuer Default Rating
of National Consumer Cooperative Bank to 'CCC' from 'B-' and
affirmed the long-term IDR of NSB, FSB (FSB) at 'B'. The Ratings
are removed from Rating Watch Negative.

Fitch had maintained NCCB's ratings on Rating Watch Negative in
September 2010 in order to assess the company's ability to address
covenant violations related to the revolving credit facility and
senior note agreement coupled with a deferral of its $24 million
amortization payment of subordinated Class A notes to the
Treasury. The resolution of the rating watch follows the
considerable steps the company has taken, primarily via asset
sales, to raise liquidity and repay amounts due entirely under the
revolving credit facility and senior note agreement, as well as
make the amortization payment of subordinated Class A notes.

Although Fitch acknowledges the progress the company has made in
addressing these acute issues, nonetheless, Fitch's downgrade of
NCCB incorporates the view that parent company liquidity will
remain pressured. NCCB remains subject to a cease and desist (C&D)
agreement with the Office of Thrift Supervision (soon to become
OCC), which prohibits dividends from FSB to NCCB without OTS
approval. Until and unless the C&D is lifted, NCCB will be
challenged to repay the $75 million Temporary Liquidity Guarantee
Program (TLGP) borrowings, the first $25 million of which come due
in February 2012, with the remainder maturing in May 2012. At
present, Fitch estimates that at year-end 2010, the parent company
has approximately $53 million in cash along with over $222 million
of loans. As such, Fitch believes that NCCB would need to raise
additional funds in order to cover debt and operating expenses.

NCCB and FSB remain subject to supervisory agreements with the
OTS, and have submitted business plans, as required under the
regulatory orders, and are presently operating consistent with
those plans. Further, FSB's current capital ratios continue to
exceed regulatory requirements. As NCCB is technically a
government sponsored enterprise, it is not subject to minimum
regulatory capital levels.

The affirmation of the bank at 'B' reflects the relative
performance of FSB to the parent and maintenance of adequate
capital levels consistent with the risk profile and ratings.
Although FSB has been profitable, Fitch is concerned with
depositor concentrations at the thrift, with one depositor
accounting for approximately 10% of total deposits. This is
mitigated by the fact that the deposits associated with this
depositor are insured by the FDIC in the light of pass-through
insurance and laddered CD maturities with early withdrawal
penalties.

The current ratings also reflect the expectation that near-term
operating performance will remain constrained as impaired loans
continue to be a drag on earnings. Asset quality remains
challenged and many middle market businesses in the healthcare,
franchise, and hardware markets are still facing financial
difficulties. Fitch expects NCCB's overall portfolio to continue
to shrink, thus reducing net interest income further.

Further negative rating actions could result if Fitch believes
that NCCB is unable to upstream dividends from FSB or put in place
alternative plans to address TLGP debt maturities in 2012 or
remain in compliance with supervisory agreements. Positive rating
momentum will be constricted until C&D is lifted and the company
is able to bring down the absolute level of non-performing assets.

In accordance with Fitch's policies the issuer appealed and
provided additional information to Fitch that resulted in a rating
action which is different than the original rating committee
outcome.

Fitch has downgraded these ratings:

National Consumer Cooperative Bank

   -- Long-term IDR to 'CCC' from 'B-';

   -- Short-term IDR to 'C' from 'B';

NCB, FSB

   -- Individual to 'D/E' from 'D';

Fitch has withdrawn this rating:

National Consumer Cooperative Bank

   -- Senior Secured at 'BB-/RR1'

Fitch has affirmed these ratings with a Negative Outlook:

NCB, FSB

  -- Long-term IDR at 'B';

  -- Short-term IDR at 'B';

  -- Support '5';

  -- Support Floor 'NF'

  -- Long-term deposits at 'B+/RR3'

  -- Short-term deposits at 'B'

Fitch affirms these:

National Consumer Cooperative Bank

   -- Individual at 'D/E';

   -- Support '5';

   -- Support Floor 'NF'

NCB Capital Trust I

   -- Senior Secured debt 'CC/RR6'


NEIMAN MARCUS: Fitch Affirms 'B' IDR; Revises Outlook to Positive
-----------------------------------------------------------------
Fitch Ratings has affirmed its ratings on Neiman Marcus, including
the Issuer Default Rating (IDR) on Neiman Marcus, Inc. and its
subsidiary, The Neiman Marcus Group, Inc. (NMG), at 'B'. The
Rating Outlook has been revised to Positive from Stable, based on
the expectation that the announced refinancings are completed.

Neiman Marcus is currently in the process of upsizing its secured
term loan facility to $2.060 billion from $1.506 billion, with a
term of seven years. In addition, it is also upsizing its secured
credit facility to $700 million from $600 million, with a five
year maturity. Neiman Marcus expects to redeem the company's
$752.4 million of 9%/9/75% senior notes due 2015 with the $550
million in incremental proceeds from the term loan refinancing as
well as $260 million of cash on hand.

The Outlook revision to Positive reflects the continued
improvement in EBITDA on strong mid-single digit top line growth
and Fitch's expectation that leverage could continue to trend down
from a current level of 6.2 times (x) on an adjusted debt/EBITDAR
basis to the low 5.0x range over the next 12-24 months. Adjusted
debt/EBITDAR is expected to be 5.7x at the end of fiscal 2011 if
EBITDA comes at $500-510 million and the company completes a
successful refinancing that reduces debt by $200 million. Overall,
leverage remains above pre-recession levels of 4.7x in fiscal
2007/2008 as EBITDA is still below peak levels of $703 million in
calendar 2007.

Fitch expects Neiman Marcus will be able to drive mid-single-digit
comparable store sales over the next two years -- in line with the
growth expected for the other luxury retailers, Saks and Nordstrom
-- given the overall recovery in luxury spending. This compares
favorably to the +/-1% growth expected for the overall department
store industry. The three luxury department store retailers
outperformed the sector in 2010 with a 10% increase in top line
versus an overall decline of 1% in department store industry
sales. Neiman Marcus retail stores remain productive relative to
its two closest peers even at $482 in annual sales per square foot
for the period ended January 2010 versus peak productivity of $650
a square foot in 2007.

A consistent focus on its luxury customer through sales associate
relationships and narrowly distributed brands has driven strong
loyalty and historically resulted in superior comparable store
sales growth.

In addition, Fitch expects the luxury department store retailers
to be largely unaffected by increased commodity costs given that
raw materials are a small component of total costs of goods sold
and the ability of high-end retailers to pass along price
increases given a premium quality/price matrix. As a result,
Neiman Marcus' profitability is expected to improve on gross
margins that should be up 80-100 basis points in fiscal 2011 and
flat to modestly up thereafter, and the company's ability to
leverage fixed costs on mid-single-digit top line growth. Fitch
expects Neiman Marcus to return to EBIT margin of 10% or above
over the next 24 months.

Neiman Marcus' liquidity remains strong and Fitch expects Neiman
to end fiscal 2011 with cash in the range of $250 million-$300
million, based on free cash flow in the range of $50 million and
debt paydown of approximately $200 million. In addition, the
company has no borrowings under its $600 million asset based
facility which is expected to be upsized to $700 million.

The ratings of the various classes of debt listed below reflect
their respective recovery prospects. Fitch's recovery analysis
assumes an enterprise value of $1.8 billion in a distressed
scenario. This is based on a distressed EBITDA of $300 million and
market valuation of 6.0x EV/EBITDA.

Applying this value across the capital structure results in
outstanding recovery prospects (91%-100%) for the revolving credit
facility, which is rated three notches above the IDR at 'BB/RR1'.
Neiman Marcus is currently in the process of increasing the size
of the credit facility from $600 million to $700 million. The
company has not drawn on the facility since it was put in place in
October 2005 (besides the first two months when it drew $150
million) and Fitch anticipates that NMG can continue to fund
working capital needs with cash on hand. The credit facility is
secured by a first lien on inventory and cash of NMG and the
subsidiary guarantors and a second lien on real estate, capital
stock and all other tangible and intangible assets, including a
significant portion of NMG's owned and leased real property (which
currently consists of approximately half of NMG's full-line retail
stores) and equipment.

The $1.506 billion term loan, which is expected to be upsized to
$2.060 billion, and the $121 million of secured debentures are
secured by a first lien on the company's fixed and intangible
assets and a second lien on inventory and cash. They are expected
to have good recovery prospects (51%-70%) and are rated one notch
above the IDR at 'B+/RR3'. The senior subordinated notes have poor
recovery prospects (less than 10%) and are rated three notches
below the IDR at 'CC/RR6'.

Fitch has affirmed Neiman Marcus's these ratings with a Positive
Outlook:

   -- Long-Term IDR at 'B'

   -- Secured revolving credit facility at 'BB/RR1';

   -- Secured term loan facility at 'B+/RR3';

   -- Secured debentures at 'B+/RR3';

   -- Senior subordinated notes at 'CC/RR6'.


NEVADA STAR: Court OKs Disclosure Statement, Plan Hearing on May 4
------------------------------------------------------------------
Judge Peter Carroll of the U.S. Bankruptcy Court for the District
of California, Los Angeles Division, approved on April 13 the
disclosure statement describing the Second Amended Chapter 11 Plan
of Liquidation proposed by Madison Realty Capital, L.P., for
Debtors Nevada Star, LLC, and Claudia Raffone.

The hearing on confirmation of the Plan will take place on May 4,
at 1:00 p.m. in Courtroom 1539 of the United States Bankruptcy
Court for the Central District of California, Los Angeles Division
located at 255 E. Temple Street, 15th Floor, in Los Angeles,
California.  At the hearing the Court will conduct an auction of
the property located at 114 West 86th Street in New York City, and
all fixtures and incidental personal property that is used for the
operations and maintenance of the building.

All bidders for the Property should appear on May 4 either in
person or by Tele-Court if they wish to bid on the Property.

April 29 is the last date by which the holders of claims or
interests may deliver ballots for the acceptance or rejection of
the Plan.

A full-text copy of the approved Disclosure Statement is available
at http://ResearchArchives.com/t/s?75d0

Madison Realty is represented by:

   Katherine M. Windler, Esq.
   Bryan Cave LLP
   120 Broadway, Suite 300
   Telephone: (310) 576-2100
   Facsimile: (310) 576-2200
   E-mail: katherine.windler@bryancave.com

                        About Nevada Star

Beverly Hills, California-based Nevada Star, LLC, filed for
Chapter 11 protection (Bankr. C.D. Calif. Case No. 10-26188) on
April 26, 2010.  Michael Jay Berger, Esq., who has an office in
Beverly Hills, California, represents the Debtor.  The Company
disclosed $22,274,634 in assets and $12,191,750 in liabilities as
of the Petition Date.


NEW STREAM: Has Agreement with Investors on May Sale
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that New Stream Capital LLC, a fund manager specializing
in what it called "non-traded private debt," agreed with its
creditors' committee and a group of investors on procedures
leading up to an auction of the life insurance portfolio May 16.
The groups also agreed on financing to pay premiums on the
policies through completion of the sale.  Bids are due by May 13
and the hearing for approval of the sale is set for May 16.  The
initial $127.5 million bid will be made by an affiliate of
McKinsey & Co.

Mr. Rochelle relates that if a competing bid wins the auction, the
sale must be completed by June 2, when financing will expire.
McKinsey will earn a $3.83 million breakup fee if outbid, along
with an expense reimbursement of as much as $1.5 million.
As part of the sale arrangement, the bankruptcy court this week
gave final financing approval, including another $15 million to
cover premium payments into June.  If McKinsey wins the auction
and the sale is completed as part of a Chapter 11 plan, the final
financing approval is $56.8 million.

According to the report, the committee is allowed to solicit rival
offers. The first competing bid must be about $20.3 million more
than McKinsey's existing contract.

As part of the agreement, New Stream agreed to turn over documents
and to allow examinations under oath.  Documents to be produced
include audited financial statements and information previously
given to the Federal Bureau of Investigation and the Securities
and Exchange Commission.

Mr. Rochelle recounts that facing opposition from the committee
and a group that invested $90 million in New Stream's U.S. and
Cayman Island funds, New Stream previously agreed not to go ahead
on April 25 with an attempt at confirming the Chapter 11 plan.
The objecting investors have been questioning whether New Stream's
plan was accepted before the March 13 Chapter 11 filing by three
affected classes.  On that issue, New Stream will turn over
unredacted ballots, including those it deemed unacceptable.

In addition, the agreement covers how McKinsey's claim will be
treated.  "McKinsey has agreed to less favorable treatment than
other U.S. and Cayman investors in the event McKinsey is the
successful bidder and an alternative plan is confirmed," Nicholas
Kajon, a lawyer in New York with Stevens & Lee PC, said
in an e-mail to Bloomberg News.  Kajon represents investors in
U.S. and Cayman Island funds that have been opposing New Stream's
initiatives in Chapter 11.

                        About New Stream

New Stream is an inter-related group of companies that
collectively comprise an investment fund, headquartered in
Ridgefield, Connecticut.  Founded in 2002, New Stream focuses on
providing non-traded private debt to the insurance, real estate
and commercial finance sectors.

On March 7, 2011, when New Stream was still soliciting votes on
the Chapter 11 plan, certain investors filed a petition (Bankr. D.
Del. Lead Case No. 11-10690) seeking to force three new stream
funds -- New Stream Secured Capital Fund (U.S.) LLC, New Stream
Secured Capital Fund P1 (Cayman), Ltd. and New Stream Secured
Capital Fund K1 (Cayman), Ltd. -- to Chapter 11 bankruptcy.

The petitioning investors in the New Stream investment enterprise
say they are collectively owed over $90 million, representing
roughly 28% of the approximately $320 million owed to all U.S. and
Cayman investors.  The Petitioners are represented by (i) Joseph
H. Huston, Jr., Esq., Maria Aprile Sawczuk, Esq., Meghan A.
Cashman, Esq., at Stevens & Lee, P.C., in Wilmington, Delaware,
and Beth Stern Fleming, Esq., at Stevens & Lee, P.C., in
Philadelphia, Pennsylvania, and Nicholas F. Kajon, Esq., David M.
Green, Esq., and Constantine Pourakis, Esq., at Stevens & Lee,
P.C., in New York, (ii) Edward Toptani, Esq., at Toptani Law
Offices, in New York, and (iii) John M Bradham, Esq., and David
Hartheimer, Esq., at Mazzeo Song & Bradham LLP, in New York.

New Stream Secured Capital, Inc., and three affiliates (New Stream
Insurance, LLC, New Stream Capital, LLC, and New Stream Secured
Capital, L.P.) filed Chapter 11 petitions (Bankr. D. Del. Lead
Case No. 11-10753) on March 13, 2011, with a proposed prepackaged
Chapter 11 plan.

Kurt F. Gwynne, Esq., J. Cory Falgowski, Esq., Michael J.
Venditto, Esq., and Scott M Esterbrook, Esq., at Reed Smith LLP,
serve as the Debtors' bankruptcy counsel.  Kurtzman Carson
Consultants LLC is the Debtors' claims and notice agent.

NSSC, Inc., estimated its assets and debts at up to $50,000.  NSC
estimated its assets at $100,000 to $500,000 and debts at $50,000
to $100,000.  NSI estimated its assets at $100 million to
$500 million and debts at $50 million to $100 million.  NSSC, LP,
estimated its assets and debts at $500 million to $1 billion.

NSI's insurance portfolio is being sold for $184.35 million as
part of the Chapter 11 plan.  The aggregate indebtedness secured
by the investment portfolio of NSSC is $688,412,974.  NSI owes
$81,573,376 to certain account classes under a Bermuda fund.


NEW STREAM: Committee Wants Quinn Emanuel as Counsel
----------------------------------------------------
The Official Committee of Unsecured Creditors of the Chapter 11
cases of New Stream Secured Capital, Inc. and its Debtor
affiliates ask the U.S. Bankruptcy Court for the District of
Delaware for authority to retain Quinn Emanuel Urquhart & Sullivan
LLP as counsel effective as of April 5, 2011.

As the Committee's counsel, Quinn Emanuel will:

   (a) advise the Committee with respect to its rights, powers,
       and duties in these cases;

   (b) assist and advise the Committee in its consultations with
       the Debtors regarding administration of these cases;

   (c) assist the Committee in analyzing the claims of the New
       Stream secured and unsecured creditors and in negotiating
       with the creditors;

   (d) assist with the Creditors' Committee's investigation of
       the acts, conduct, assets, liabilities, intercompany
       relationships and claims and financial condition of New
       Stream, the existence of estate causes of action and the
       operation of their businesses;

   (e) assist the Committee in protecting, preserving and
       maximizing the value of the Debtors' estates;

   (f) assist the Committee in its analysis of, and negotiations
       with, the Debtors or any third party concerning matters
       related to, among other things, the terms of a chapter 11
       plan for the Debtors;

   (g) assist and advise the Committee with respect to its
       communications with the general creditor body regarding
       significant matters in this case;

   (h) represent the Committee at all hearings and other
       proceedings, unless attendance by the Committee's co-
       counsel would be more efficient;

   (i) review and analyze all applications, orders, statements of
       operations, and schedules filed with the Court and advise
       the Committee with respect thereto;

   (j) prepare pleadings and applications as may be necessary in
       furtherance of the Committee's interests and objectives;
       and

   (k) perform other legal services as may be required and are in
       the interests of the Committee in accordance with the
       Committee's rights, powers, and duties as set forth in the
       Bankruptcy Code.

Compensation will be payable to Quinn Emanuel on an hourly basis,
plus reimbursement of actual, necessary expenses and other charges
incurred by the firm.  Hourly rates of partners for Quinn Emanuel
range from $780 to $1035.  Other attorneys' hourly rates,
including counsel positions, range from $415 to $865.  The hourly
rates charged for Quinn Emanuel's legal assistants range from $280
to $315.

Susheel Kirpalani, Esq., a member of Quinn Emanuel, assures the
Court that his firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.

                        About New Stream

New Stream is an inter-related group of companies that
collectively comprise an investment fund, headquartered in
Ridgefield, Connecticut.  Founded in 2002, New Stream focuses on
providing non-traded private debt to the insurance, real estate
and commercial finance sectors.

On March 7, 2011, when New Stream was still soliciting votes on
the Chapter 11 plan, certain investors filed a petition (Bankr. D.
Del. Lead Case No. 11-10690) seeking to force three new stream
funds -- New Stream Secured Capital Fund (U.S.) LLC, New Stream
Secured Capital Fund P1 (Cayman), Ltd. and New Stream Secured
Capital Fund K1 (Cayman), Ltd. -- to Chapter 11 bankruptcy.

The petitioning investors in the New Stream investment enterprise
say they are collectively owed over $90 million, representing
roughly 28% of the approximately $320 million owed to all U.S. and
Cayman investors.  The Petitioners are represented by (i) Joseph
H. Huston, Jr., Esq., Maria Aprile Sawczuk, Esq., Meghan A.
Cashman, Esq., at Stevens & Lee, P.C., in Wilmington, Delaware,
and Beth Stern Fleming, Esq., at Stevens & Lee, P.C., in
Philadelphia, Pennsylvania, and Nicholas F. Kajon, Esq., David M.
Green, Esq., and Constantine Pourakis, Esq., at Stevens & Lee,
P.C., in New York, (ii) Edward Toptani, Esq., at Toptani Law
Offices, in New York, and (iii) John M Bradham, Esq., and David
Hartheimer, Esq., at Mazzeo Song & Bradham LLP, in New York.

New Stream Secured Capital, Inc., and three affiliates (New Stream
Insurance, LLC, New Stream Capital, LLC, and New Stream Secured
Capital, L.P.) filed Chapter 11 petitions (Bankr. D. Del. Lead
Case No. 11-10753) on March 13, 2011, with a proposed prepackaged
Chapter 11 plan.

Kurt F. Gwynne, Esq., J. Cory Falgowski, Esq., Michael J.
Venditto, Esq., and Scott M Esterbrook, Esq., at Reed Smith LLP,
serve as the Debtors' bankruptcy counsel.  Kurtzman Carson
Consultants LLC is the Debtors' claims and notice agent.

NSSC, Inc., estimated its assets and debts at up to $50,000.  NSC
estimated its assets at $100,000 to $500,000 and debts at $50,000
to $100,000.  NSI estimated its assets at $100 million to
$500 million and debts at $50 million to $100 million.  NSSC, LP,
estimated its assets and debts at $500 million to $1 billion.

NSI's insurance portfolio is being sold for $184.35 million as
part of the Chapter 11 plan.  The aggregate indebtedness secured
by the investment portfolio of NSSC is $688,412,974.  NSI owes
$81,573,376 to certain account classes under a Bermuda fund.


NEW STREAM: Committee Wants Montgomery McCracken as Co-Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of the Chapter 11
cases of New Stream Secured Capital, Inc. and its Debtor
affiliates ask the U.S. Bankruptcy Court for the District of
Delaware for authority to retain Montgomery McCracken Walker &
Rhoads LLP as co-counsel nunc pro tunc to April 6, 2011.

The professional services that Montgomery McCracken is expected to
render in the Chapter 11 cases includes, without limitation:

   (a) to represent and advise the Committee in its
       communications with the Debtors, the United States
       Trustee, individual creditors, and any other parties in
       interest, with respect to the administration of the
       Chapter 11 cases;

   (b) to conduct a review as may appear appropriate concerning
       the acts, conduct, assets, liabilities, and financial
       condition of the Debtors, the operation of the Debtors'
       businesses, any causes of action belonging to the Debtors'
       estates or creditors, and any other matter of significance
       to the Committee which may be relevant to the chapter 11
       cases;

   (c) to conduct such negotiation and commence such litigation
       as may appear appropriate to maximize the estate for the
       benefit of the Debtors' creditors;

   (d) to represent and advise the Committee in connection with
       the formulation, negotiation and confirmation of a chapter
       11 plan for the Debtors;

   (e) to advise, assist and represent the Committee in the
       performance of its duties and the exercise of its powers
       under the Bankruptcy Code, the Bankruptcy Rules and the
       Local Rules;

   (f) to prepare applications, motions and other papers for
       filing in the chapter 11 cases and in any related
       proceedings, and represent the Committee in proceedings
       herein or therein; and

   (g) to perform such other legal services as may be required by
       the Committee in the chapter 11 cases and in any related
       proceedings.

Montgomery McCracken will seek compensation from the Debtors'
estates for services rendered to the Committee based on its hourly
rates in addition to reimbursement of necessary out-of-pocket
expenses.  The hourly rates charged by Montgomery McCracken range
from $360 to $645 for partners, $360 to $630 for of counsel, $240
to $395 for associates and $150 to $230 for legal assistants and
paralegals.

Natalie D. Ramsey, Esq., a member of Montgomery McCracken, assures
the Court that her firm is a "disinterested person" as the term is
defined in Section 10(14)of the Bankruptcy Code.

                        About New Stream

New Stream is an inter-related group of companies that
collectively comprise an investment fund, headquartered in
Ridgefield, Connecticut.  Founded in 2002, New Stream focuses on
providing non-traded private debt to the insurance, real estate
and commercial finance sectors.

On March 7, 2011, when New Stream was still soliciting votes on
the Chapter 11 plan, certain investors filed a petition (Bankr. D.
Del. Lead Case No. 11-10690) seeking to force three new stream
funds -- New Stream Secured Capital Fund (U.S.) LLC, New Stream
Secured Capital Fund P1 (Cayman), Ltd. and New Stream Secured
Capital Fund K1 (Cayman), Ltd. -- to Chapter 11 bankruptcy.

The petitioning investors in the New Stream investment enterprise
say they are collectively owed over $90 million, representing
roughly 28% of the approximately $320 million owed to all U.S. and
Cayman investors.  The Petitioners are represented by (i) Joseph
H. Huston, Jr., Esq., Maria Aprile Sawczuk, Esq., Meghan A.
Cashman, Esq., at Stevens & Lee, P.C., in Wilmington, Delaware,
and Beth Stern Fleming, Esq., at Stevens & Lee, P.C., in
Philadelphia, Pennsylvania, and Nicholas F. Kajon, Esq., David M.
Green, Esq., and Constantine Pourakis, Esq., at Stevens & Lee,
P.C., in New York, (ii) Edward Toptani, Esq., at Toptani Law
Offices, in New York, and (iii) John M Bradham, Esq., and David
Hartheimer, Esq., at Mazzeo Song & Bradham LLP, in New York.

New Stream Secured Capital, Inc., and three affiliates (New Stream
Insurance, LLC, New Stream Capital, LLC, and New Stream Secured
Capital, L.P.) filed Chapter 11 petitions (Bankr. D. Del. Lead
Case No. 11-10753) on March 13, 2011, with a proposed prepackaged
Chapter 11 plan.

Kurt F. Gwynne, Esq., J. Cory Falgowski, Esq., Michael J.
Venditto, Esq., and Scott M Esterbrook, Esq., at Reed Smith LLP,
serve as the Debtors' bankruptcy counsel.  Kurtzman Carson
Consultants LLC is the Debtors' claims and notice agent.

NSSC, Inc., estimated its assets and debts at up to $50,000.  NSC
estimated its assets at $100,000 to $500,000 and debts at $50,000
to $100,000.  NSI estimated its assets at $100 million to
$500 million and debts at $50 million to $100 million.  NSSC, LP,
estimated its assets and debts at $500 million to $1 billion.

NSI's insurance portfolio is being sold for $184.35 million as
part of the Chapter 11 plan.  The aggregate indebtedness secured
by the investment portfolio of NSSC is $688,412,974.  NSI owes
$81,573,376 to certain account classes under a Bermuda fund.


NICKELS MIDWAY: Confirmation of Wild Waves' Plan Upheld
-------------------------------------------------------
Senior District Judge Joseph E. Irenas affirmed the Bankruptcy
Court's Dec. 13, 2010 order confirming Wild Waves, LLC's Third
Modified, First Amended Plan for Liquidation for Nickels Midway
Pier, LLC.

Both Nickels Midway Pier and Wild Waves proposed plans of
reorganization, but ultimately, the Bankruptcy Court confirmed
Wild Waves' plan.  Nickels Midway Pier and John, Steven and Angelo
Nickels took an appeal.  The appeal concerns three aspects of the
Plan.

     -- the Plan provides that Nickels will assume, pursuant to 11
U.S.C. Sec. 1123(b)(2), the contact of sale, wherein Nickels
agreed to sell its principal asset (an amusement pier in Wildwood,
New Jersey) to Wild Waves.  The Bankruptcy Court determined that
the appropriate purchase price for the Pier, pursuant to the Sale
Agreement, was $3,051,380.

     -- the Plan treats the Nickels Brothers, the sole equity
interest holders, as having "unimpaired" interests because the
Nickels Brothers will retain their equity interests and will
receive a distribution in the event there are funds available from
the liquidation of the Debtor's assets after payment of all
creditors.

     -- The Plan, pursuant to 11 U.S.C. Sec. 1122(a), classifies
Wild Waves as the only impaired interest, thereby giving Wild
Waves, the Plan proponent, the sole vote to confirm the Plan.

The appellate case is Nickels Midway Pier, LLC; John Nickels;
Angelo Nickels; and Steven Nickels, Appellants, v. Wild Waves,
LLC, Appellee, Civil Action No. 10-6617 (D. N.J.).  A copy of the
District Court's April 25, 2011 Order is available at
http://is.gd/kMB5Llfrom Leagle.com.

Nickels Midway Pier, LLC, in Wildwood, New Jersey, owned an
amusement center.  It filed for Chapter 11 bankruptcy (Bankr. D.
N.J. Case No. 03-49462) on Dec. 8, 2003, Judge Gloria M. Burns
presiding.  The Debtor listed total assets of $4,150,000 and total
debts of $3,320,293.

Counsel for Nickels Midway Pier is:

          Brian W. Hofmeister, Esq.,
          TEICH GROH
          691 State Highway 33
          Trenton, NJ 08619
          Tel: (609) 890-1500
          Fax: (609) 890-6961

Special Litigation Counsel for Nickels Midway Pier is:

          Fredric R. Cohen, Esq.
          SHERMAN, SILVERSTEIN, KOHL, ROSE & PODOLSKY
          Fairway Corporate Center
          East Gate Corporate Center
          308 Harper Drive, Suite 200
          Moorestown, NJ 08057
          Tel: 856-661-2061
          Fax: 856-488-4744
          E-mail: fcohen@shermansilverstein.com

Counsel for John, Steven and Angelo Nickels are:

          Jerrold S. Kulback, Esq.
          ARCHER & GREINER, P.C.
          One Centennial Square
          33 East Euclid Avenue
          Haddonfield , NJ  08033
          Tel: 856-795-2121
          Fax: 856-795-0574
          E-mail: jkulback@archerlaw.com

               - and -

          Louis F. Hornstine, Esq.
          HORNSTINE WERTHEIMER & PELLONI, LLC
          Philadelphia, Pennsylvania
          1500 Walnut Street
          22nd Floor, Penthouse Suite
          Philadelphia, PA 19102
          Tel: (215) 568-4968
          E-mail: Lou@Hornstine.com

Counsel for Wild Waves are:

          Arthur J. Abramowitz, Esq.
          Jerrold N. Poslusny, Jr., Esq.
          COZEN O'CONNOR
          Arthur J. Abramowitz, Esq.
          Jerrold N. Poslusny, Jr., Esq.
          COZEN O'CONNOR
          Suite 300, Liberty View
          457 Haddonfield Road, P.O. Box 5459
          Cherry Hill, NJ 08002-2220
          Tel: (856) 910-5004
          E-mail: aabramowitz@cozen.com
                  jposlusny@cozen.com

               - and -

          Willis F. Flower, Esq.
          FORD, FLOWER & HASBROUCK
          199 New Road
          Linwood, NJ 08221
          E-mail: wflower@ffhlaw.com


NORTEL NETWORKS: Asks Courts' Help on Dividing $4BB Sale Proceeds
------------------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that after a failed
mediation, Nortel Networks Inc. asked a Delaware bankruptcy court
and its Canadian counterpart on Monday to determine how $3.7
billion in proceeds from the sale of the defunct telecom's assets
should be divided among its many affiliates.

With Nortel's last major asset - a patent portfolio for which
Google has offered $900 million - expected to be sold in June, the
allocation of the sale proceeds "remains the primary outstanding
impediment" to moving forward on a Chapter 11 plan and paying off
creditors, according to Law360.

                        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.


N.A. PETROLEUM: To Pay $98 Mil. to End Fight with Lenders, Partner
------------------------------------------------------------------
Richard Vanderford at Bankruptcy Law360 reports that North
American Petroleum Corp. on Monday announced a $98 million
settlement with its lenders and its business partner, Equal Energy
Inc., that could clear a major hurdle in its plan to reorganize
and exit Delaware bankruptcy court.

Law360 says NAPC's proposed settlement calls for it sell the bulk
of its assets in Oklahoma, where it has a stake in a large
resource play, to Equal, and transfer the money to its major
lenders Texas Capital Bank NA and Compass Bank.

                    About North American Petroleum

Denver, Colorado-based North American Petroleum Corp. USA is a
natural gas driller.  North American Petroleum and Prize Petroleum
are subsidiaries of Petroflow Energy Ltd.  North American
Petroleum sought Chapter 11 protection (Bankr. D. Del. Case No.
10-11707) on May 25, 2010.  In its schedules, North American
Petroleum disclosed $140,678,983 in total assets and $125,595,183
in total liabilities as of the Petition Date.

The Debtor's affiliate, Prize Petroleum LLC, filed a separate
Chapter 11 petition on May 25, 2010 (Case No. 10-11708).  Prize
Petroleum scheduled $121,945,092 in liabilities.

These cases are being jointly administered for procedural
purposes, under the case docket for North American Petroleum
Corporation USA, Case No. 10-11707.

On Aug. 20, 2010, Petroflow Energy Ltd., the parent company of
North American Petroleum Corporation USA and Prize Petroleum, LLC,
filed a petition in the U.S. Bankruptcy Court for the District of
Delaware seeking relief under Chapter 11 of the Bankruptcy Code
(Case No. 10-12608).  On Sept. 10, 2010, the Bankruptcy Court
granted permission for Petroflow's Chapter 11 case to be jointly
administered with those of its two Chapter 11 debtor-affiliates.
On September 17, 2010, Petroflow received recognition of the U.S.
Chapter 11 proceedings from the Alberta Court of Queen's Bench
under the Companies' Creditors Arrangement Act in Canada.  In its
petition, Petroflow disclosed assets and debts of between
$100 million and $500 million each.

David R. Seligman, Esq., Ryan Blaine Bennett, Esq., and Paul
Wierbicki, Esq., at Kirkland & Ellis LLP, in Chicago, serve as
lead bankruptcy counsel.  Domenic E. Pacitti, Esq., at Klehr
Harrison Harvey Branzburg LLP in Wilmington, Del., and Morton R.
Branzburg, Esq., at Klehr Harrison Harvey Branzburg LLP, in
Philadephia, Pa., serve as the Debtors' co-counsel.  Kinetic
Advisors LLC is the Debtors' financial advisor.  Epiq Bankruptcy
Solutions, LLC, is the Debtors' notice, claims and balloting
agent.


NORTEL NETWORKS: Appointment of Workers' Rep to Panel Mulled
------------------------------------------------------------
According to a report from Peg Brickley, writing for Dow Jones'
Daily Bankruptcy Review, Jane Leamy, Esq., an attorney with the
Office of the U.S. Trustee, says her office, an arm of Department
of Justice, has not dismissed the idea of appointing an employee
representative to the official committee of unsecured creditors in
Nortel Network's case.

DBR relates former U.S. employees of Nortel decided to seek
representation on the creditors committee.  DBR says the committee
is an influential body; it sits at the table for all the important
bargaining, from declaring the winner of a bankruptcy auction to
negotiating for a share in Nortel's bankroll: somewhere north of
$4 billion.  According to DBR, an employee representative would
sit with the two bond trustees and the Pension Benefit Guaranty
Corp. as Nortel sails into its last and final big sale and then
divides the cash if Nortel's former U.S. workforce gets its way.

DBR further reports that Fred Hodara, Esq., at Akin Gump Strauss
Hauer & Feld, lead attorney for the creditors committee, said the
panel "would look forward to" calls from worried former workers.

The report also relates Nortel attorney Lisa M. Schweitzer, Esq.,
said the company is "seriously considering" inviting retirees to
form a committee to negotiate over the medical benefits the
company wants to cut off.

According to DBR, Nortel employees have banded together and hired
Bernstein Shur's Robert Keach, to advise them on the Nortel case.
DBR also recounts one former employee, Robert Horne, helped foment
a resistance movement in the face of Nortel's bid to snatch some
$39.7 million worth of retirement savings from former managers who
had socked away funds in a deferred-compensation program.

                       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.


NUVILEX INC: Amends 2010 Annual Report in Response to Comments
--------------------------------------------------------------
Nuvilex, Inc., filed an amended Form 10-K for the fiscal year
ended April 30, 2010, to amend the Statement of Operations in the
Consolidated Financial Statements to list the loss on impairment
as part of income from operations and Note 1 of the Consolidated
Financial Statements to properly reflect the use of an independent
appraiser to assist management with the valuation of assets.  The
Amendment No. 1 responds to comments of the Staff of the
Securities and Exchange Commission in connection with its review
of the Company's Annual Report on Form 10-K for the fiscal year
ended April 30, 2010.

The Company reported a net loss of $5.99 million on $262,932 of
revenue for the year ended April 31, 2010, compared with a net
loss of $7.04 million on $653,134 of revenue during the
prior year.

The Company's balance sheet at April 30, 2010 showed $1.20 million
in total assets, $3.15 million in total liabilities and a $1.95
million total stockholders' deficit.

A full-text copy of the Annual Report, as amended, is available
for free at http://is.gd/xfAZ71

In conjunction with the preparation of the Form 10-K for Nuvilex,
Inc., for the fiscal year ending April 30, 2010, the Company's
officers and directors discussed its previous accounting treatment
of the acquisition of Freedom-2 Holdings, Inc., with its new
independent registered public accounting firm, M&K CPA's PLLC, as
well its previous independent registered public accounting firm,
Gruber & Company LLC.  On or about Nov. 11, 2010, the Company
determined that the accounting of the acquisition was not in
conformity with the purchase method of accounting required under
generally accepted accounting principles.  Specifically, the
Company did not record the value of the acquired assets and
liabilities at fair market.  The application of the purchase
method of accounting necessitated the Company's restatement of its
April 30, 2009 balance sheet, results of operations and cash flows
for the year then ended.  As part of this reevaluation the Company
obtained a third party valuation analysis and purchase price
allocation of the Freedom-2 Holdings, Inc., acquisition, which
management used to assist in determining the fair value of the
transaction.  The restatement also resulted in the restatement of
the interim financial reports for the quarters ended July 31,
2009, Oct. 31, 2009, and Jan. 31, 2010, all of which have been
restated in subsequent filings.  Accordingly, the Company said the
financial reports as originally filed for these periods should not
be relied upon.  A full-text copy of the filing is available for
free at http://is.gd/ud56uJ

The Company also filed an Amendment No. 1 to the its Quarterly
Report on Form 10-Q for the quarter ended July 31, 2010, as filed
with the SEC on Jan. 14, 2011, to amend Item 4T. Controls and
Procedures to clarify management's evaluation of and report on
internal control over financial reporting.  This Amendment No. 1
responds to comments of the Staff of the Securities and Exchange
Commission in connection with its review of our Quarterly Report
on Form 10-Q for the quarter ended July 31, 2010.  A full-text
copy of the Quarterly Report, as amended, is available at no
charge at http://is.gd/B9sLNU

The Company filed an Amendment No. 1 to its Quarterly Report on
Form 10-Q for the quarter ended Oct. 31, 2010, as filed with the
U.S. Securities and Exchange Commission on Jan. 28, 2011, to amend
Item 4T. Controls and Procedures to clarify management's
evaluation of and report on internal control over financial
reporting.  The Amendment No. 1 responds to comments of the Staff
of the Securities and Exchange Commission in connection with its
review of the Company's Quarterly Report on Form 10-Q for the
quarter ended Oct. 31, 2010.  A full-text copy of the Quarterly
Report, as amended, is available for free at http://is.gd/Zh2ar6

                         About Nuvilex Inc.

Scottsdale, Ariz.-based Nuvilex Inc. (OTC BB: NVLX) --
http://www.nuvilex.com/-- operates independently and through
wholly-owned subsidiaries and is dedicated to bringing to market
scientifically derived products designed to improve the health and
well-being of those who use them.  The Company currently
manufactures, directly or indirectly through independent
contractors Cinnergen(TM), Cinnechol(TM), Infinitink(R) (and
related private label ink products), and Talysn(TM) Scar Cream for
sale worldwide.

The Company's balance sheet at Jan. 31, 2011, showed $1.2 million
in total assets, $3.4 million in total liabilities, all current,
and a stockholders' deficit of $2.2 million.

M&K CPAS, PLLC, in Houston, expressed substantial doubt about
Nuvilex'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 the Company has suffered recurring
losses from operations.


O&G LEASING: 'Related To' Venue Transfer Governed by Sec. 1404
--------------------------------------------------------------
Judge Tucker L. Melancon granted Benjamin O. Turnage's motion to
transfer the suit, Washington State Bank, v. Turnage, Civil Action
No. 6:11-0004 (W.D. La.), to the bankruptcy court in O&G Leasing,
LLC's case.  This action is based upon a collection dispute
regarding a loan from WSB to O&G Leasing.  On Dec. 5, 2008, O&G
executed a Promissory Note payable to the order of WSB for the
principal sum of $5,250,000.  On Dec. 2, 2010, WSB filed this
action in the Fifteenth Judicial District Court, Parish of St.
Landry, State of Louisiana. On Jan. 3, 2011, defendant filed a
Notice of Removal to the District Court based on diversity
jurisdiction under 28 U.S.C. Sec. 1332, and alternatively, under
28 U.S.C. Sec. 1334(b) and 28 U.S.C. Sec. 1452, the Court's
"related to" bankruptcy jurisdiction.

A copy of the District Court's April 25, 2011 Memorandum Ruling is
available at http://is.gd/38JQLqfrom Leagle.com.

                        *     *     *

Bill Rochelle, the bankruptcy columnist at Bloomberg News, also
reported on U.S. District Judge Tucker L. Melancon's decision that
a lawsuit against a corporate officer on a guarantee of company
debt should be conducted in the bankruptcy court where the
company's reorganization is pending.

According to Mr. Rochelle, the case involved a company that
borrowed $5.2 million from a bank and later filed under Chapter 11
in Mississippi.  After bankruptcy, the bank sued the company's
manager in Louisiana state court, relying on a forum selection
clause.  The company manager had guaranteed the debt.  The
individual had the case transferred to the federal district court
in Louisiana and then sought to have the case moved to the
Mississippi bankruptcy court.

Mr. Rochelle notes that:

  * Judge Melancon concluded the federal district court had so-
    called "related to" jurisdiction because the outcome of the
    suit would affect the claim against the bankrupt company.

  * As to whether transfer of venue should be governed by Section
    1412 of the federal Judiciary Code which deals with
    transferring venue in bankruptcy cases, or by Section 1404,
    the general section on transfer of venue, Judge Melancon
    concluded that Section 1404 should provide the standard when
    the case is in federal court under "related to" bankruptcy
    jurisdiction.

According to Mr. Rochelle, Judge Melancon said the courts are
divided on the issue and there has been no ruling from the U.S.
Court of Appeals in New Orleans.  Various tests on venue transfer
were roughly in balance except one, "the interests of justice,"
Judge Melancon said.  He sent the case to the Mississippi
bankruptcy judge because there would be more "judicial economy" if
the entire controversy were in "one forum."

            About O&G Leasing and Performance Drilling

Based in Jackson, Mississippi, O&G Leasing LLC and Performance
Drilling Company LLC filed for Chapter 11 bankruptcy (Bankr. S.D.
Miss. Case No. 10-01851) on May 21, 2010, Judge Edward Ellington
presiding.  Douglas C. Noble, Esq. -- dnoble@mmqlaw.com -- at
McCraney Montagnet & Quin, PLLC; and Robert L. Holladay, Jr.,
Esq., at Young Williams PA, serve as bankruptcy counsel.  In its
schedules filed with the Court, the Debtor reported $14,414,893 in
total assets and $56,580,540 in total liabilities.


OCEANO COMMUNITY: Faces Insolvency as Reserve Account Depletes
--------------------------------------------------------------
Karen Velie at calcoastnews.com reports that Oceano district
leaders are grappling with possible solutions to ward off the
looming threat of insolvency.

According to calcoastnews.com, Oceano Community Services District
(OCSD) general manager, Raffaele Montemurro, said the solution to
the district's financial problems is a combination of selling
water rights, procuring loans and grants, and raising water rates.

calcoastnews.com says the district, responsible for serving about
7,600 residents and business owners in Oceano and Halcyon with
fire protection, street lighting, and sewer and water services,
has been running about $25,000 in the red for more than a year
depleting its reserve account down to a precariously low
$1.5 million.

calcoastnews.com relates that Montemurro, in a February 2011
report dubbed "Financial Challenges," contends the district has
about four years before insolvency under the current budget, which
only allows for $20,000 in capital improvement expenditures for
the 2011/2012 fiscal year.

If spending exceeds the budget before a solution to the
community's financial crisis is found, the district could face
insolvency even sooner than Montemurro's four year projection,
calcoastnews.com notes.

Unexpected and needed repairs could put the OCSD further in the
red, calcoastnews.com says.

In his report, calcoastnews.com relates, Montemurro suggests that
another water rate increase could help ward off insolvency.  This
is in addition to a board decision earlier this year that hikes
customer's water bills 25 percent over the next five years.

Montemurro also said the district needs to apply for loans and
grants.  However, refuting his own suggestion, Montemurro's report
also notes that during this "time of challenging federal and state
budget issues these programs are highly competitive and decreasing
in availability."


ONE RENAISSANCE: Authorized to Use Wells Fargo Cash Collateral
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of North
Carolina has authorized One Renaissance LLC to use cash collateral
of Wells Fargo Bank, N.A., successor by merger to Wells Fargo Bank
Minnesota, N.A., as trustee for the registered holders of Credit
Suisse First Boston Mortgage Securities Corp., Commercial Mortgage
Pass-Through Certificates, Series 2001-CK1 on an interim basis.

The Cash Collateral will be used for the Debtor's postpetition
operating expenses in accordance with the submitted budget and so
long as the Debtor has remitted 118,639 to Holder on or before
April 13, 2011 by wire transfer pursuant to wire instructions
provided by Holder to Debtor.  Any expenditure in excess of five
percent of any line item in the April Budget will require the
prior written consent of Holder before being paid.

The Court ruled that the Holder's lien on the collateral securing
the indebtedness will extend to the Debtor's postpetition assets;
provided, however, that nothing in the Order will be deemed to
grant Holder a postpetition lien on assets, if any, in which it
did not possess a valid, perfected, enforceable, and otherwise
non-avoidable prepetition liens.

The postpetition liens and security interests will survive the
term of the Order to the extent the prepetition liens were valid,
perfected, enforceable, and non avoidable as of the petition date.
The Debtor does not hereby waive, and expressly reserves for
itself and the bankruptcy estate, the right to challenge the
validity and priority of the pre-petition liens of Holder and,
derivatively, the postpetition liens provided for hereunder.

On or before May 12, 2011, the Debtor will provide a report
showing a comparison of the April Budget amounts to the actual
amounts received and spent by the Debtor for the month of April,
2011 along with invoices for such amounts spent.

On or before, April 29, 2011, (i) the Debtor will fully cooperate
in delivering information requested by the Holder to the Holder;
and (ii) the Debtor's representatives and people most familiar
with the books and records of the Debtor shall be required to
appear for and participate in 2004 examinations made under oath
taken by counsel for the Holder.

The Order will remain in hill force and effect until the earlier
of the (a) entry of an Order by the Court modifying the terms of
this Order; (b) entry of an Order by the Court terminating this
Order for cause, including but not limited to breach of its terms
and conditions; (c) upon filing of a notice of default as provided
in this Order, (d) entry of a subsequent interim or final order
approving use of cash collateral, or (e) the further hearing on
the matter.

Further hearing on the matter will be heard at the United States
Bankruptcy Court, Wilson, North Carolina on May 2, 2011 at 2:00
p.m.

Raleigh, North Carolina-based One Renaissance, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. E.D. N.C. Case No. 11-
01793) on March 9, 2011.  Jason L. Hendren, Esq., at Hendren &
Malone, PLLC, serves as the Debtor's bankruptcy counsel.  The
Debtor estimated its assets and debts at $10 million to
$50 million.


OSI RESTAURANT: To Offer Shares Under Ownership Account Plan
------------------------------------------------------------
OSI Restaurant Partners, LLC, filed with the U.S. Securities and
Exchange Commission a Form S-8 registration statement regarding
the registration of 1,029 shares of deferred compensation
obligations offered under the Partner Ownership Account Plan,
dated May 1, 2011.  The Offering has a proposed maximum offering
price of 10,000 per share.  A full-text copy of the filing is
available for free at http://is.gd/wvtjaj

                        About OSI Restaurant

OSI Restaurant Partners, Inc., is the #3 operator of casual-dining
spots (behind Darden Restaurants and Brinker International), with
more than 1,400 locations in the U.S. and 20 other countries.  Its
flagship Outback Steakhouse chain boasts more than 950 locations
that serve steak, chicken, and seafood in Australian-themed
surroundings.  OSI also operates the Carrabba's Italian Grill
chain, with about 240 locations.  Other concepts include Bonefish
Grill, Fleming's Prime Steakhouse, and Cheeseburger In Paradise.
Most of the restaurants are company owned.  A group led by
Chairman Chris Sullivan took the company private in 2007.

The Company reported net income of $27.84 million on $3.62 billion
of total revenues for the year ended Dec. 31, 2010, compared with
a net loss of $54.40 million on $3.60 billion of total revenues
during the prior year.

The Company's balance sheet at Dec. 31, 2010, showed $2.48 billion
in total assets, $2.56 billion in total liabilities, and a
$77.93 million total deficit.


P AND P QUICK: Court Rejects Prestige Settlement
------------------------------------------------
Bankruptcy Court Arthur N. Votolato denied approval of a
settlement between P and P "Quick Sett" Services, Inc., and
Prestige Capital Corporation.  The Court said the Debtor's
argument fails to show how the Agreement benefits anyone other
than the Debtor and Prestige.  The Agreement also has the earmarks
of an attempted end run by the Debtor and Prestige around an
Interpleader action, and the Court is mindful and suspicious of
the timing of the motion.

To keep its business running while in bankruptcy, the Debtor
entered into a factoring agreement with Prestige, which was
approved, without opposition, on Jan. 7, 2011.  On Dec. 6, 2010,
the Debtor filed an Adversary Proceeding against C.W. Wright
Construction Company, Inc., demanding $642,626 allegedly owed for
work performed prepetition by the Debtor for C.W. Wright.  C.W.
Wright on Jan. 18, 2011, filed its Answer to the Complaint (A.P.
10-1098), together with an Interpleader action regarding the same
$642,626 that the Debtor was trying to recover.  C.W. Wright
acknowledges that the Debtor performed services for which it has
not been paid, but has concerns as to the validity or priority of
other claims to the same monies.  Third-Party Defendants, Roanoke
Cement Company, LLC, Rock Hill Sand & Gravel, Inc., d/b/a Gudelsky
Materials, Prestige and the Debtor, filed timely Answers to the
Interpleader.  On Feb. 4, 2011, C.W. Wright filed a motion to
deposit money, which was granted on March 17, 2011, and the funds
were promptly deposited in the registry of the Court.

On March 11, 2011, the Debtor sought emergency approval the
settlement agreement with Prestige, proposing to: (I) allow
Prestige a prepetition claim of $679,357.97 (as of March 16,
2011), plus attorney's fees; (ii) support C.W. Wright's Motion to
deposit funds into the Court's registry, as well as Prestige's
agreement that $100,000 of the $642,626 be immediately released to
the Debtor, provided the remainder is contemporaneously turned
over to Prestige; and (iii) that Prestige will not pay attorney
fees from advances, and that all unpaid attorney's fees will be
added to Prestige's allowed prepetition secured claim.  Creditors
Roanoke and Gudelsky filed timely objections to the Motion.

In denying the settlement, the Court also pointed to the pending
interpleader action, which is specifically aimed at determining
who is entitled to the disputed funds.  According to the Court,
the questions regarding ownership of the funds are complicated and
varied, and should be decided only after discovery, in the context
of an adversary proceeding, and only after all claimants to the
funds have had the opportunity to be fully heard on the merits.

"And certainly, not as a hastily entered into Agreement between
the Debtor and Prestige, whose relationship needs to be thoroughly
vetted," Judge Votolato said.

The Court also noted that Prestige and the Debtor did not enter
into the Agreement until after C.W. Wright had filed the third-
party complaint, and after C.W. Wright had filed the motion to
deposit the funds with the Court.  According to the Court, the
Debtor completely overlooks its obligation to deal fairly with all
creditors, and should not be allowed to concoct a deal with a hand
picked favorite, whatever its presently unknown reasons are.

A copy of the Court's April 19, 2011 Order is available at
http://is.gd/LrZd1pfrom Leagle.com.

P and P "Quick Sett" Services, Inc., in Providence, Rhode Island,
filed for Chapter 11 (Bankr. D. R.I. Case No. 10-14705) on Nov. 8,
2010.  Russell D. Raskin, Esq. -- mail@raskinberman.com -- at
Raskin & Berman, serves as bankruptcy counsel.  In its petition,
the Debtor listed under $50,000 in assets and $1 million to $10
million in debts.


PALM HARBOR: Completes Sale of Assets to Fleetwood Subsidiary
-------------------------------------------------------------
On April 25, 2011, pursuant to the Amended and Restated Asset
Purchase Agreement dated March 1, 2011, Palm Harbor Homes, Inc.,
and certain of its subsidiaries completed their previously
announced sale of substantially all of the assets of Palm Harbor
to Palm Harbor Homes, Inc., a Delaware corporation ("Acquisition
Co.") and wholly-owned subsidiary of Fleetwood Homes, Inc.
("Fleetwood").  Fleetwood is a direct subsidiary of Cavco
Industries, Inc.  The effective date of the transaction is
April 22, 2011.

As reported in the TCR on March 8, 2011, the U.S. Bankruptcy Court
selected Acquisition Co. as the successful bidder in the court
auction with a bid of $83.9 million, subject to certain post-
closing adjustments.

The sale was conducted pursuant to the provisions of Section 363
of the U.S. Bankruptcy Code and approved by the U.S. Bankruptcy
Court for the District of Delaware on March 4, 2011.  The
aggregate gross purchase price for the 363 Sale was $83.9 million.
Of that amount, (i) $13.4 million was deposited into escrow and
once Palm Harbor receives the consent of the Texas Department of
Insurance to transfer the stock of Standard Casualty Co. to
Acquisition Co., the escrowed funds will be released to Palm
Harbor; and (ii) approximately $45.3 million was used to retire
the debtor-in-possession loan previously made by Fleetwood to Palm
Harbor.  After payment of expenses that included title insurance
and prorated taxes, Palm Harbor received approximately
$16.2 million.

After payments to creditors, there will not be sufficient proceeds
to make any distributions to stockholders.

Effective April 26, 2011, in connection with the Section 363 Sale,
(i) Mr. Larry Keener, Palm Harbor's Chairman of the Board,
President and Chief Executive Officer, announced his immediate
resignation from Palm Harbor and each of its affiliates (other
than Standard Casualty Co.) and his decision to assume the role of
President of Acquisition Co.; and (ii) the Board of Directors of
Palm Harbor appointed Brian Cejka to fill the vacancy on the Board
created by Mr. Keener's resignation.  Effective at the close of
business on April 29, 2011, all of Palm Harbor's directors, other
than Mr. Cejka, will resign from the Board of Directors of Palm
Harbor.  Mr. Cejka will then be the sole director of Palm Harbor.
A copy of Mr. Keener's resignation letter is attached hereto as
Exhibit 99.1.

Brian Cejka, currently Palm Harbor's Chief Restructuring Officer,
will assume the role of Interim President, Chief Executive Officer
and Secretary effective April 27, 2011.

                     About Palm Harbor Homes

Addison, Texas-based Palm Harbor Homes, Inc. --
http://www.palmharbor.com/-- manufactures and markets factory-
built homes.  The Company markets nationwide through vertically
integrated operations, encompassing manufactured and modular
housing, financing and insurance.

Palm Harbor, along with affiliates, filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 10-13850) on
Nov. 29, 2010.  It disclosed $321,263,000 in total assets and
$280,343,000 in total debts.

Brian Cejka at Alvarez & Marsal is the Debtors' chief
restructuring officer.  Raymond James and Associates, Inc., is the
Debtors' investment banker.  Alvarez & Marshal North America, LLC,
is the Debtors' financial advisor.  BMC Group, Inc., is the
Debtors' claims agent.  Pachulski Stang Ziehl & Jones LLP serves
as counsel to the Official Committee of Unsecured Creditors.

Following a court-approved sale process, Palm Harbor in March 2011
sold its business for $85.25 million to Fleetwood Enterprises
Inc., a venture between Cavco Industries Inc. and a fund advised
by Third Avenue Management LLC.  Fleetwood is providing up to
$55 million in secured financing for Palm Harbor's reorganization.


PATIENT SAFETY: Supply & Distribution Pact Kept Confidential
------------------------------------------------------------
Patient Safety Technologies, Inc., submitted an application under
Rule 24b-2 requesting confidential treatment for information it
excluded from the Exhibits to a Form 8-K filed on March 28, 2011.
Based on representations by Patient Safety Technologies, Inc. that
this information qualifies as confidential commercial or financial
information under the Freedom of Information Act, 5 U.S.C.
552(b)(4), the Division of Corporation Finance has determined not
to publicly disclose it.  Accordingly, excluded information from
the
First Amendment to Supply and Distribution Agreement with Cardinal
Health 200, LLC, will not be released to the public until Dec. 31,
2015.

                 About Patient Safety Technologies

Patient Safety Technologies, Inc. (OTC: PSTX) --
http://www.surgicountmedical.com/-- through its wholly owned
operating subsidiary SurgiCount Medical, Inc., provides the
Safety-Sponge(TM) System, a system designed to improve the
standard of patient care and reduce health care costs by
preventing the occurrence of surgical sponges and other retained
foreign objects from being left inside patients after surgery.
RFOs are among one of the most common surgical errors.

Patient Safety reported net income of $2.00 million on $14.79
million of revenue for the year ended Dec. 31, 2010, compared with
a net loss of $17.53 million on $4.50 million of revenue during
the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $9.75 million
in total assets, $6.02 million in total liabilities and $3.73
million in total stockholders' equity.

In its March 31, 2010 report, Squar, Milner, Peterson, Miranda &
Williamson, LLP, in San Diego, California, noted that the
Company's significant recurring net losses through Dec. 31,
2009, and significant working capital deficit as of Dec. 31,
2009, raise substantial doubt about the Company's ability to
continue as a going concern.


PATRICK HACKETTS: YA Global Sues Former Owners to Recoup $2.9 Mil.
------------------------------------------------------------------
David Winters at the Watertown Daily Times reports that New
Jersey-based investment fund, YA Global Investments LP, has filed
suit against Patrick E. Hackett Jr. and his sister, Juliann
Hackett Cliff, former owners of Patrick Hackett Hardware Co. to
recoup nearly $2.9 million in outstanding loans.

According to the report, Patrick Hackett Hardware Co., from 2001
to 2006, was given five loans totaling $2.73 million from
Community Bank.  The Hacketts signed a "commercial loan guarantee"
in 2006 that made personal guarantees to cover the loans, court
records show.  Patrick Hackett Hardware was sold in November 2007
to Wisebuys Stores Inc., which later became owned by Seaway Valley
Capital Corp.  As part of the sale agreement, Wisebuys agreed to
ensure that the Hacketts were released from their personal
guarantees with Community Bank.  Seaway Capital later refinanced
Patrick Hackett Hardware's debt with YA Global and borrowed more
money, court records show.  The Hacketts contend that the debt
refinancing between Seaway Capital and YA Global released them
from their earlier guarantees, court records show.

In July 2009, Seaway Capital and Patrick Hackett Hardware
defaulted on loan payments.  Two months later, YA Global demanded
full payment on the loans, says Mr. Winters citing papers filed
with the court.

A similar lawsuit filed last year by YA Global against the
Hacketts in Hudson County Superior Court was dismissed because of
jurisdictional issues, court records show.  YA Global contended
the Hacketts still were liable for the loans despite their company
being sold.  A New Jersey appeals court in February upheld the
lower court decision, ruling the suit should be filed in New York.

                      About Patrick Hackett

Patrick Hackett Hardware Company began in 1830 as a hardware store
in upstate New York.  Hacketts now operates full-service
department stores and a specialty store, selling a full line of
clothes, consumer electronics, cell phones, shoes, housewares,
hardware and others.

Patrick Hackett filed for Chapter 11 on November 10, 2009 (Bankr.
N.D. N.Y Case No. 09-63135).  The Debtor estimated less than
$10 million in total assets in its Chapter 11 petition.

Hackett's Stores, Inc., is the parent company of Patrick Hackett.
Hackett's Stores (Pink Sheets:HCKI) is a holding of Seaway Valley
Capital Corporation (Pink Sheets:SEVA).  Hackett's Stores is not
nor has ever been in bankruptcy or bankruptcy protection.


PHOENIX INVESTMENTS: Case Summary & 15 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Phoenix Investments, LLC
        13304 West Highway 42
        Prospect, KY 40059

Bankruptcy Case No.: 11-32107

Chapter 11 Petition Date: April 25, 2011

Court: United States Bankruptcy Court
       Western District of Kentucky (Louisville)

Judge: Thomas H. Fulton

Debtor's Counsel: Richard A. Schwartz, Esq.
                  KRUGER & SCHWARTZ
                  3339 Taylorsville Road
                  Louisville, KY 40205
                  Tel: (502) 485-9200
                  E-mail: rick@ks-laws.com

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

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

A list of the Company's 15 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/kywb11-32107.pdf

The petition was signed by Todd A. Simmons, member.


POINT BLANK: Judge Orders Major Changes to Plan Outline
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. Bankruptcy Judge Peter J. Walsh said at an
April 21 hearing on the disclosure statement explaining Point
Blank Solutions Inc.'s Chapter 11 plan that he wouldn't even
consider approving the statement without major changes.  Judge
Walsh ended the hearing by telling Point Blank that if it didn't
resolve disputes with the reconstituted shareholders' committee,
he would "encourage somebody to file a motion for the appointment
of a Chapter 11 trustee."

"If it's filed, I'd be inclined to grant it," Judge Walsh said,
according to the hearing transcript.

At the start of the hearing, Judge Walsh said he wouldn't approve
"or even consider" the disclosure statement because of rule
violations by Point Blank, according to the Bloomberg report.

The report relates that, according to Judge Walsh, the disclosure
statement lacked a chart showing how much is owed to each class,
describing the treatment of each class, and providing their
percentage recovery.  The materials also didn't explain the
reorganization plan without requiring creditors to read provisions
in it, the judge said.

According to Mr. Rochelle, Judge Walsh approved the contested
retention of Baker & McKenzie LLP, one of the law firms
representing the reformulated equity committee. He overruled Point
Blank's request that a cap be placed on Baker & McKenzie's fees.
A cap wasn't appropriate because "this case is starting all over,"
Judge Walsh said.  Judge Walsh was picking up on an argument made
in the hearing by Carmen Lonstein, Esq., a Baker & McKenzie
lawyer, who argued that the modified plan Point Blank filed
earlier this month was in reality an entirely new plan.

Judge Walsh refused to allow Point Blank to accelerate a hearing
for approval of a modified disclosure statement.

                            Revised Plan

As reported by the Troubled Company Reporter on April 12, 2011,
Dow Jones' DBR Small Cap said Point Blank revised its proposed
plan, replacing a backstopped rights offering that generated
protests from the Securities and Exchange Commission with a direct
subscription program that would allow three firms to purchase up
to $25 million in shares in the company.  DBR said that, under the
new version of the plan, Prescott Group Capital Management LLC,
Privet Opportunity Fund LLC and Lonestar Capital Management LLC --
the trio previously in line to backstop the company's rights
offering -- have signed on to purchase shares in the reorganized
company.  The shares will total $15 million, according to court
papers, but can be increased to $25 million if the purchasers
wish.  Lonestar will get 40% of the shares, while Privet and
Prescott will each get 30%.

                          About Point Blank

Headquartered in Pompano Beach, Florida, Point Blank Solutions,
Inc. -- http://www.pointblanksolutionsinc.com/-- designs and
produces body armor systems for the U.S. Military, Government and
law enforcement agencies, as well as select international markets.
The Company maintains facilities in Pompano Beach, Florida, and
Jacksboro, Tennessee.

The Company's former chief executive officer and chief operating
officer were convicted in September 2010 of orchestrating a
$185 million fraud.

Point Blank Solutions, formerly DHB Industries, filed for
Chapter 11 protection (Bankr. D. Del. Case No. 10-11255) on
April 14, 2010.  Laura Davis Jones, Esq., and Timothy P. Cairns,
Esq., at Pachulski Stang Ziehl & Jones LLP, serve as bankruptcy
counsel to the Debtor.  Olshan Grundman Frome Rosenweig & Wolosky
LLP serves as corporate counsel.  T. Scott Avila of CRG Partners
Group LLC is the restructuring officer.  Epiq Bankruptcy Solutions
serves as claims and notice agent.

The U.S. Trustee has appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Equity Security
Holders in the case.  The Equity Committee has tapped Morrison
Cohen LLP, and The Bayard, P.A., as counsel.  Robert M. Hirsh,
Esq., and Heike M. Vogel, Esq., at Arent Fox LLP, serve as counsel
to the Creditors Committee, and Frederick B. Rosner, Esq., and
Brian L. Arban, Esq., at Messana Rosner & Stern LLP, serve as
co-counsel.


POINT BLANK: Equity Committee Taps Baker & McKenzie as Counsel
--------------------------------------------------------------
The Official Committee of Equity Security Holders of Point Blank
Solutions Inc. and its debtor-affiliates asks the U.S. Bankruptcy
Court for the District of Delaware for permission to employ Baker
& McKenzie LLP as its counsel to advise the Committee with respect
to its rights, duties, and powers.

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

      Designations           Hourly Rates
      ------------           ------------
      Partners               $500-$1,000
      Of Counsel             $400-$700
      Associates             $295-$600
      Paraprofessionals      $100-$300

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

                          About Point Blank

Headquartered in Pompano Beach, Florida, Point Blank Solutions,
Inc. -- http://www.pointblanksolutionsinc.com/-- designs and
produces body armor systems for the U.S. Military, Government and
law enforcement agencies, as well as select international markets.
The Company maintains facilities in Pompano Beach, Florida, and
Jacksboro, Tennessee.

The Company's former chief executive officer and chief operating
officer were convicted in September 2010 of orchestrating a
$185 million fraud.

Point Blank Solutions, formerly DHB Industries, filed for
Chapter 11 protection (Bankr. D. Del. Case No. 10-11255) on
April 14, 2010.  Laura Davis Jones, Esq., and Timothy P. Cairns,
Esq., at Pachulski Stang Ziehl & Jones LLP, serve as bankruptcy
counsel to the Debtor.  Olshan Grundman Frome Rosenweig & Wolosky
LLP serves as corporate counsel.  T. Scott Avila of CRG Partners
Group LLC is the restructuring officer.  Epiq Bankruptcy Solutions
serves as claims and notice agent.

The U.S. Trustee has appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Equity Security
Holders in the case.  The Equity Committee has tapped Morrison
Cohen LLP, and The Bayard, P.A., as counsel.  Robert M. Hirsh,
Esq., and Heike M. Vogel, Esq., at Arent Fox LLP, serve as counsel
to the Creditors Committee, and Frederick B. Rosner, Esq., and
Brian L. Arban, Esq., at Messana Rosner & Stern LLP, serve as
co-counsel.


R&G FINANCIAL: Exclusivity Period Extended Until July 31
--------------------------------------------------------
BankruptcyData.com reports that The U.S. Bankruptcy Court approved
R&G Financial's motion for a fourth extension of the exclusive
period during which the Company can file a plan of reorganization
and solicit acceptances thereof through and including May 31, 2011
and July 31, 2011, respectively.  BData relates that the Company
said this extension is necessary to address "significant
outstanding contingencies that may affect the structure of, and
distributions under, the Debtor's chapter 11 plan."

San Juan, Puerto Rico-based R&G Financial Corporation filed for
Chapter 11 bankruptcy protection (Bankr. D. P.R. Case No. 10-
04124) on May 14, 2010.  Jorge I. Peirats, Esq., at Pietrantoni,
Mendez & Alvarez, serves as the Company's bankruptcy counsel.
The Company disclosed US$40,213,356 in assets and US$420,687,694
in debts.


RADIENT PHARMACEUTICALS: Receives Non-Compliance Notice From NYSE
-----------------------------------------------------------------
Radient Pharmaceuticals Corporation disclosed that, as
anticipated, RPC received a letter dated April 25, 2011 from NYSE
Amex, LLC stating that because RPC, as previously disclosed, did
not file its annual report on Form 10-K for the year ended Dec.
31, 2010 on or before April 15, 2011, RPC is non-compliant with
Sections 134 and 1101 of the NYSE Amex Company Guide.  Upon the
occurrence of such noncompliance, the Exchange is required to
issue a deficiency letter to the subject issuer and the Exchange
rules require the subject issuer to publicly announce receipt of
same.

As RPC publicly announced in its April 21, 2011 press release, the
Exchange's Listing Qualifications Panel granted RPC's request for
additional time (until June 23, 2011) to demonstrate and regain
compliance with the Exchange's continued listing requirements; one
of the requirements to regaining compliance is that RPC must file
the Form 10K on or before June 23, 2011.  Accordingly, although
the Exchange was required to submit the April 25, 2011 deficiency
letter to RPC, RPC has until June 23, 2011 to file the Form 10K
and regain compliance with Sections 134 and 1101 of the Company
Guide. Failure to comply with these sections by such date, would
subject RPC to delisting procedures.  As previously disclosed, the
Company is diligently working toward filing the Form 10K by the
middle to end of May, although it does have until June 23, 2011 to
file same to regain compliance with the Exchange's continued
listing standards; however, there can be no assurance that it will
be able to do so.

                 About Radient Pharmaceuticals

Headquartered in Tustin, Calif., Radient Pharmaceuticals
Corporation -- http://www.Radient-Pharma.com/-- is engaged in the
research, development, manufacturing, sale and marketing of its
ONKO-SURE(TM) a proprietary IVD Cancer Test in the United States,
Canada, China, Chile, Europe, India, Korea, Taiwan, Vietnam and
other markets throughout the world.

Radient said in October 2010 it incurred a trigger event on the
12% Convertible Notes issued in first and second quarter of 2010
due to its failure to have the related registration statement
declared effective by June 1, 2010.  The Company filed on Sept. 7,
2010, an Event of Default under those same notes occurred since it
did not hold the related shareholder meeting by Aug. 31, 2010.

As reported in the Troubled Company Reporter on April 19, 2010,
KMJ Corbin & Company LLP, in Costa Mesa, Calif., expressed
substantial doubt about the Company's ability to continue as a
going concern, following its 2009 results.  The independent
auditors noted that the Company incurred a significant operating
loss and negative cash flows from operations in 2009 and had a
working capital deficit of $4.2 million at Dec. 31, 2009.

The Company's balance sheet at Sept. 30, 2010, showed
$23.56 million in total assets, $34.22 million in total
liabilities, and a stockholders' deficit of $10.66 million.


REDDY ICE: Harvey Partners Discloses 5.2% Equity Stake
------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Harvey Partners, LLC, disclosed that it beneficially
owns 1,211,639 shares of common stock of Reddy Ice Holdings, Inc.,
representing 5.2% of the shares outstanding based on 23,311,456
shares of the Company's common stock, par value $0.01 per share,
outstanding as of March 28, 2011.

                          About Reddy Ice

Reddy Ice Holdings, Inc. -- http://www.reddyice.com/--
manufactures and distributes packaged ice in the United States.
The company serves variety of customers in 31 states and the
District of Columbia under the Reddy Ice brand name.

Reddy Ice reported a net loss of $32.50 million on $315.45 million
of revenue for the year ended Dec. 31, 2010, compared with net
income of $14.30 million on $312.33 million of revenue during the
prior year.

The Company's balance sheet at Dec. 31, 2010 showed
$458.82 million in total assets, $510.34 million in total
liabilities, and a $51.52 million stockholders' deficit.

                           *     *     *

Reddy Ice carries 'B-' issuer credit ratings, with "negative"
outlook, from Standard & Poor's.

As reported by the Troubled Company Reporter on Aug. 17, 2010,
Moody's Investors Service lowered Reddy Ice Holdings' corporate
family and probability-of-default ratings to B3 from B2, and its
$12 million senior discount notes due 2012 to Caa2 from Caa1.
Moody's also lowered the rating on Reddy Ice Corporations' $300
million first lien senior secured notes due 2015 to B2 from B1 and
the $139 million second lien notes due 2015 to Caa2 from Caa1.
The ratings outlook remains negative.  The speculative grade
liquidity rating was affirmed at SGL-3.

The ratings downgrade was prompted by Reddy Ice's elevated
financial leverage through the first half of 2010 due to weaker
than expected operating performance and the expectation that
leverage will remain elevated.  The B3 corporate family rating
considers ongoing operational risks related to weather as well as
increasing acquisition activity.


REGAL PLAZA: Disclosure Statement Hearing Rescheduled to June 2
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada has
rescheduled to June 2, 2011, at 9:30 a.m. the hearing to consider
the adequacy of the information in the proposed disclosure
statement explaining Regal Plaza, LLC's proposed Chapter 11 Plan
of Reorganization.

The hearing has been adjourned several times.  A Feb. 8 hearing on
the disclosure statement was adjourned to April 6.

As reported in the TCR on Feb. 2, 2011, the Debtor has filed a
plan that contemplates that payments to allowed claim holders will
be sourced from the Reorganized Debtor's projected income.  The
Debtor expects to earn money, from, in part, leasing of 5,000
square feet of its property to Euphoria Salon and the completion
of the build-out of 15,000 sq. ft. of tenant improvements for
Healthcare Preparatory Institute

Non-Insider General Unsecured Creditors will be paid 100%, without
interest, from the rents collected from the Tenants or funds
provided by Delta Point, LLC.  Beginning on 1st day of the 1st
month following the Effective Date, Non-Insider Genera Unsecured
Creditors will be paid at least $10,000 per month pro rata for
approximately 18 months, at which time the balance due on the
claims will be paid.

Current equity is terminated.  Delta Point, LLC, a current member
of the Debtor and any other party will obtain an equity interest
in the reorganized Debtor in exchange for post-petition new value
of not less than $500,000.

A copy of the Disclosure Statement, as amended and filed Dec. 23,
2010, is available for free at:

            http://bankrupt.com/misc/RegalPlaza.DS.pdf

                      About Regal Plaza, LLC

Las Vegas, Nevada-based Regal Plaza, LLC, owns a shopping center
in Las Vegas, Nevada.  The shopping center was originally
constructed in 2000 on 5.72 acres which are operated as the Regal
Plaza.  There is 56,097 square feet of rentable space,
approximately 22,510 square feet are currently occupied and 23,187
square feet are currently being improved for tenants with signed
leases.  The Company filed for Chapter 11 bankruptcy protection
(Bankr. D. Nev. Case No. 10-26707) on Sept. 1, 2010.  Lenard E.
Schwartzer, Esq., at Schwartzer & Mcpherson Law Firm, in Las
Vegas, Nev., represents the Debtor as counsel.  In its schedules,
the Debtor disclosed $10,815,564 in assets and $8,592,879 in
liabilities as of the petition date.


RENEGADE HOLDINGS: Examiner Wants to Sell $1.75-Mil. of Properties
------------------------------------------------------------------
The Winston-Salem Journal reports that Gene Tarr, the bankruptcy
examiner for three related tobacco manufacturers, is requesting
permission to sell six properties that are estimated to be worth a
combined $1.75 million.  Mr. Tarr submitted the request with the
consent of Calvin Phelps, the owner of the three manufacturers --
Renegade Holdings Inc., Alternative Brands Inc. and Renegade
Tobacco Co. -- and his wife, Lisa Yamaoka Phelps.  Lisa Phelps'
name is on two of the properties, according to the report.  The
report relates that if William Stocks, the U.S. Bankruptcy Court
judge, approves the request, an auction by Iron Horse Auction Co.
tentatively would be held June 9, 2011, at 6 p.m. at a public
venue close to the properties.

The report notes that NewBridge Bancorp is the lien holder for
three of the parcels that comprise 228.48 acres, 1.62 acres and
0.727 acres. The two smaller parcels have buildings on the sites.
The bank said the monthly payment of $18,640 had not been paid
since November, and property taxes for 2010 had not been paid.

The report adds that Bank of the Carolinas Corp. is the lien
holder for the other three parcels, which comprise 66.49 acres,
27.83 acres and 15.6 acres.

                      About Renegade Holdings

Renegade Holdings and two affiliates -- Alternative Brands, Inc.
and Renegade Tobacco Company -- filed for Chapter 11 protection on
Jan. 28, 2009 (Bankr. M.D. N.C. Lead Case No. 09-50140C), and
exited bankruptcy on June 1, 2010.  They were put back into
bankruptcy July 19, 2010, when Judge Stocks vacated the
reorganization plan, in part because of a criminal investigation
of owner Calvin Phelps and the companies regarding what
authorities called "unlawful trafficking of cigarettes."

ABI is a federally licensed manufacturer of tobacco products
consisting primarily of cigarettes and cigars.  RTC distributes
the tobacco products produced by ABI through wholesalers and
retailers in 19 states and for export.  ABI also is a contract
fabricator for private label brands of cigarettes and cigars which
are produced for other licensed tobacco manufacturers.

ABI and RTC are subsidiaries of RHI.  The stock of RHI is owned
indirectly by Calvin A. Phelps through his ownership of the stock
of Compliant Tobacco, LLC which, in turn, owns all of the stock of
RHI which in turn owns all of the stock of RTC and ABI.  Mr.
Phelps was the chief executive officer of all three companies.
All three of the Debtors' have their offices and production
facilities in Mocksville, North Carolina.


RITE AID: Files Form 10-K; Posts $555.42 Million Net Loss
---------------------------------------------------------
Rite Aid Corporation filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K reporting a net loss of
$555.42 million on $25.21 billion of revenue for the year ended
Feb. 26, 2011, compared with a net loss of $506.67 million on
$25.67 billion of revenue for the year ended Feb. 27, 2010.

The Company's balance sheet at Feb. 26, 2011 showed $7.55 billion
in total assets, $9.76 billion in total liabilities and a $2.21
billion total stockholders' deficit.

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

                           About Rite Aid

Drugstore chain Rite Aid Corporation (NYSE: RAD) --
http://www.riteaid.com/-- based in Camp Hill, Pennsylvania, has
more than 4,700 stores in 31 states and the District of Columbia
and fiscal 2010 annual revenues of $25.7 billion.

Rite Aid carries 'Caa2' probability of default and corporate
family ratings from Moody's Investors Service.  It has a 'B-'
corporate credit rating from Standard & Poor's Ratings Services.


ROBB & STUCKY: Lubner Offers $125,000 to Acquire IP Property
------------------------------------------------------------
Clint Engel at Furniture Today reports that former Robb & Stucky
chief Clive Lubner is part of a group bidding on the intellectual
assets of the fallen retailer in Fort Myers, Florida.  According
to court documents, the Lubner Family Partnership made an initial
offer to buy the intellectual property -- including trademarks,
domain names and customer data -- for $125,000.  Clive Lubner,
former managing partner of Robb & Stucky, is affiliated with
Lubner.

Robb & Stucky "determined that it is in the best interest of its
estate," to sell the intellectual rights to the Lubner group, a
court document said.  But to ensure the highest and best offer,
Needham, Mass.-based advisor Streambank was retained as exclusive
agent to market the assets.

A hearing on bidding procedures is set for May 3, 2011, and bids
are due by May 24, 2011.  David Peress, a principal in Streambank,
estimated the initial value range "in the low to mid six figures,"
for the property, and said, "Robb & Stucky offers a unique
opportunity to existing furniture retailers and manufacturers
looking to connect with a high-end design-conscious customer."

Mr. Peress said the intellectual property includes trademarks for
Robb & Stucky and Robb & Stucky Interiors, Web URLs and customer
data including names and addresses of some 480,000 customers,
notes Mr. Engel.

Separately, Woodland Hills, Calif.-based GA Keen Realty Advisors,
a division of liquidator and appraisal specialist Great American
Group, has been hired to help market and dispose of 24 Robb &
Stucky physical properties.

                       About Robb & Stucky

Sarasota, Florida-based Robb & Stucky Limited LLLP -- dba Robb &
Stucky; Robb & Stucky Interiors; Fine Design Interiors, a division
of Robb & Stucky; Robb & Stucky Patio; R&S Home of Fine
Decorators; and Home of Fine Design by Robb & Stucky -- is a
retailer of upscale, high-end, interior-design-driven home
furnishings in the U.S.  It filed for Chapter 11 bankruptcy
protection on Feb. 18, 2011 (Bankr. M.D. Fla. Case No. 11-02801).
Paul S. Singerman, Esq., and Jordi Guso, Esq., at Berger Singerman
PA, serve as the Debtor's bankruptcy counsel.  FTI Consulting,
Inc., is the Debtor's advisor and Kevin Regan is the Debtor's
chief restructuring officer.  Bayshore Partners, LLC, is the
Debtor's investment banker.  AlixPartners, LLP, serves as the
Debtor's communications consultants.  Epiq Bankruptcy Solutions,
LLC, serves as the Debtor's claims and notice agent.  In its
schedules, the Debtor disclosed $77,705,081 in assets and
$91,859,125 in liabilities as of the Chapter 11 filing.


RSM RESIDENTIAL: Case Summary & 15 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: RSM Residential Properties, LLC
        1770 N. Buffalo Drive, Suite 101
        Las Vegas, NV 89128

Bankruptcy Case No.: 11-16344

Chapter 11 Petition Date: April 27, 2011

Court: U.S. Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Mike K. Nakagawa

Debtor's Counsel: Jeanette E. McPherson, Esq.
                  SCHWARTZER & MCPHERSON LAW FIRM
                  2850 S. Jones Boulevard, #1
                  Las Vegas, NV 89146
                  Tel: (702) 228-7590
                  E-mail: jmcpherson@s-mlaw.com

Scheduled Assets: $57,001,338

Scheduled Debts: $36,498,761

The petition was signed by Mitchell & Melissa Ogron, co-trustees
of MMO Living Trust Dated 8/22/02, manager.

Debtor's List of 15 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
MMO Living Trust Dated 8/22/02     Loan                 $2,801,251
1770 N. Buffalo Drive, Suite 101
Las Vegas, NV 89128

Siena V. Holding Limited           Loan                   $120,100
Partnership
1770 N. Buffalo Drive, Suite 101
Las Vegas, NV 89128

Hunsaker & Associates              Trade Debt              $59,107
3 Hughes
Irvine, CA 92618-2021

Mitchell Ogron, Ltd.               Loan                    $49,000

Siena Holding Management           Loan                    $47,770

ESA                                Trade Debt              $33,371

Siena IV Holding Limited           Loan                    $30,000

Peri Muretta                       Trade Debt              $24,194

Rutan & Tucker LLP                 Legal Fees              $19,725

City of Rancho Santa Margarita     Trade Debt              $18,989

Urban Crossroads, Inc.             Trade Debt              $17,400

Siena I Holding Limited            Loan                    $12,000
Partnership

Fire Safe Planning Solutions       Trade Debt               $2,265

Giroux & Associates                Trade Debt               $1,800

First American Title Insurance     Trade Debt                 $750


RUTHERFORD CONSTRUCTION: U.S. Trustee Forms Creditors Committee
---------------------------------------------------------------
W. Clarkson McDow, Jr., the U.S. Trustee for Region 4, appointed
three members to the official committee of unsecured creditors in
the Chapter 11 cases of Rutherford Construction, Inc.

The Creditors Committee members are:

      1. Brasil W. Hamrick, Jr.
         Hamrick Engineering, P.C.
         156 Laurel Hill Road
         Verona, VA 24482

      2. Ken Boward
         Teaverton Property Owners Association
         47 Hereford Drive
         Fishersville, VA 22939

      3. Brad Intemann, Controller
         Valley Building Supply, Inc.
         210 Stone Spring Road
         Harrisonburg, VA 22801

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

Fishersville, Virginia-based, Rutherford Construction, Inc., filed
for Chapter 11 protection (Bankr. W.D. Va. Case No. 11-50346) on
March 15, 2011.   George I. Vogel, II, Esq., at Vogel & Cromwell
represents the Debtor in its restructuring effort.  The Debtor
disclosed $10,667,204 in assets and $15,282,384 in liabilities as
o f the Chapter 11 filing.


RYLAND GROUP: GEM Realty Discloses 5.46% Equity Stake
-----------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, GEM Realty Advisors, LLC, and its affiliates disclosed
that they beneficially own 2,415,500 shares of common stock of The
Ryland Group, Inc., representing 5.46% of the shares outstanding.
The number of shares of common stock of The Ryland Group, Inc.,
outstanding on Feb. 15, 2011, was 44,205,340.  A full-text copy of
the regulatory filing is available at no charge at:

                        http://is.gd/D4A3iE

                         About Ryland Group

Headquartered in Calabasas, California, The Ryland Group, Inc.
(NYSE: RYL) -- http://www.ryland.com/-- is one of the nation's
largest homebuilders and a leading mortgage-finance company.
Since its founding in 1967, Ryland has built more than 285,000
homes and financed more than 240,000 mortgages.  The Company
currently operates in 15 states and 19 homebuilding divisions
across the country and is listed on the New York Stock Exchange
under the symbol "RYL."

The Company's balance sheet at Dec. 31, 2010 showed $1.65 billion
in total assets, $1.09 billion in total liabilities, and
$561.66 million in total equity.

                           *     *      *

As reported by the Troubled Company Reporter on June 21, 2010,
Fitch Ratings has affirmed Ryland Group, Inc.'s ratings -- Issuer
Default Rating at 'BB'; and Senior unsecured debt at 'BB'.  The
Rating Outlook has been revised to Stable from Negative.

Ryland Group carries Moody's "Ba3" corporate family rating, "Ba3"
probability of default rating, "Ba3" senior unsecured notes
rating, and "SGL-2" speculative grade liquidity rating.  Ryland
Group carries Standard & Poor's Ratings Services' 'BB-' corporate
credit and senior unsecured note ratings.


RYLAND GROUP: Incurs $19.53 Million Net Loss in 1st Quarter
-----------------------------------------------------------
The Ryland Group, Inc., reported a net loss of $19.53 million on
$174.93 million of total revenues for the three months ended
March 31, 2011, compared with a net loss of $14.29 million on
$250.76 million of total revenues for the same period during the
prior year.

The Company's balance sheet at March 31, 2011, showed
$1.61 billion in total assets, $1.08 billion in total liabilities,
and $536.64 million in total equity.

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/30y6FU

                        About Ryland Group

Headquartered in Calabasas, California, The Ryland Group, Inc.
(NYSE: RYL) -- http://www.ryland.com/-- is one of the nation's
largest homebuilders and a leading mortgage-finance company.
Since its founding in 1967, Ryland has built more than 285,000
homes and financed more than 240,000 mortgages.  The Company
currently operates in 15 states and 19 homebuilding divisions
across the country and is listed on the New York Stock Exchange
under the symbol "RYL."

                           *     *      *

As reported by the Troubled Company Reporter on June 21, 2010,
Fitch Ratings has affirmed Ryland Group, Inc.'s ratings -- Issuer
Default Rating at 'BB'; and Senior unsecured debt at 'BB'.  The
Rating Outlook has been revised to Stable from Negative.

Ryland Group carries Moody's "Ba3" corporate family rating, "Ba3"
probability of default rating, "Ba3" senior unsecured notes
rating, and "SGL-2" speculative grade liquidity rating.  Ryland
Group carries Standard & Poor's Ratings Services' 'BB-' corporate
credit and senior unsecured note ratings.


SATELITES MEXICANOS: Combined Hearing on Plan on May 11
-------------------------------------------------------
The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for
the District of Delaware set a combined hearing on May 11, 2011,
at 1:00 p.m., to consider (i) the approval of the disclosure
statement (ii) confirmation of the Chapter 11 plan of Satelites
Mexicanos S.A. de C.V. and its debtor-affiliates.  Objections, if
any, are due May 6, 2011.

Selites Mexicanos filed simultaneous with its bankruptcy petition
a restructuring plan supported by noteholders.

Satmex announced late March that it had reached an agreement with
the holders of more than two-thirds of the outstanding principal
amount of its first priority senior secured notes due 2011 and
second priority senior secured notes due 2013 to support a
prepackaged plan.  The first-priority noteholders are owed about
$238.2 million, and the second-priority noteholders are owed about
$201.9 million.

As reported in the April 8, 2011 edition of the Troubled Company
Reporter, the salient terms of the Plan are:

   -- First priority noteholders owed $328 million, whose debt is
      secured by substantially all of the Debtors' assets and
      matures in 2011, will receive payment in full in cash of all
      outstanding principal and accrued but unpaid interest at the
      applicable non-default rate of 12% per annum under the terms
      of the First Priority Notes, without penalty or premium, as
      of the Effective Date of the Plan.  The first priority
      noteholders will receive interest payments in cash pursuant
      to an agreement on the use of cash collateral.  These
      noteholders are impaired and were entitled to vote on the
      Plan.

   -- The second priority noteholders, whose $140 million debt is
      also secured by substantially all of the Debtors' assets,
      can have their debt converted into direct or indirect equity
      of Reorganized Satmex, plus have the option of participating
      in a rights offering and follow-on rights offering for
      equity in Reorganized Satmex.  As an alternative, the second
      priority noteholders have the option to "cash out," by
      receiving $0.38 for each dollar of their claim on or about
      the Effective Date of the Plan.  These noteholders are
      impaired and were entitled to vote on the Plan.

   -- All holders of allowed claims against the Debtors, including
      employees, trade creditors, and other priority and non-
      priority creditors, will be paid in the ordinary course.
      The creditors shall be paid in cash in full, on or as soon
      as possible after the Effective Date of Plan.  These
      creditors are unimpaired and are deemed to accept the Plan.

   -- The current equity of Satmex will be purchased by certain
      holders of Second Priority Notes.  Holdsat Mexico S.A.P.I.
      de C.V. and Satmex International B.V., a wholly-owned
      subsidiary of Satmex Investment Holdings OP Ltd., and Satmex
      Investment Holdings L.P., will purchase 100% of the current
      equity in Satmex for a purchase price of up to
      $6.25 million.  The purchase price for the equity will be
      funded in part by the proceeds of Satmex's rights offering.
      Upon consummation of this transaction, which is expected to
      occur shortly before the Plan goes effective, the existing
      equity in Satmex will be cancelled, redeemed, diluted, or
      converted, as the case may be, at an extraordinary meeting
      of the new shareholders of Satmex.

The restructuring will reduce the amount of Satmex's outstanding
indebtedness by approximately $110 million and extending maturity
of its secured indebtedness to 2017.

As part of the restructuring and to help fund its emergence from
bankruptcy, Satmex will obtain $325 million in exit financing from
new senior secured notes due 2017 or bridge financing.  The
Debtors have obtained a commitment to fully fund the debt
financing from Jefferies Finance LLC.

The Company will also conduct a rights offering of the reorganized
company's equity to raise about $96.25 million.

A full-text copy of the Chapter 11 Plan is available for free
at http://bankrupt.com/misc/Satmex_Prepack_Plan.pdf

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

                        About Satmex SAB

Satelites Mexicanos, S.A. de C.V., (Satmex) is a Mexico-based
provider of fixed satellite services in the Americas, with
coverage to more than 90% of the population to the Americas,
including more than 45 nations and territories.  Satmex also
provides Latin American television programming in the United
States.

One of only two privately managed FSS providers based in Latin
America, Satmex has a fleet comprised of three satellites.  Satmex
5 and Satmex 6 generate the adjusted EBITDA for Satmex.  A third
satellite, Solidaridad 2, is inclined orbit but does not generate
any adjusted EBITDA.  Construction of Satmex 8 is expected to be
completed by July 2012.  Satmex also intends to pursue plans for a
new satellite, to be named Satmex 7.

Satmex first filed for bankruptcy in August 2006 in New York and
exited four months later with a plan to repay creditors owed about
$743 million with new debt and equity.

Satmex, with affiliates Alterna'TV International Corporation and
Alterna'TV Corporation, again filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Case No. 11-11035) on April 6, 2011.
The Debtors disclosed $441.6 million in total assets and
$531.6 million in total debts as of March 23, 2011.  In its
schedules, Satmex disclosed $393,427,253 in total assets
and $457,699,978 in total debts on a stand-alone basis.

Victoria Watson Counihan, Esq., at Greenberg Traurig, LLP, serves
as the Debtor's bankruptcy counsel in the present Chapter 11 case.
Lazard Freres & Co. LLC is the Debtors' investment banker.  Ernst
& Young LLP is the Debtors' financial advisor.  Rubio Villegas &
Asociados, S.C., serves as the Debtors' special Mexican corporate
and regulatory counsel.

Jefferies & Company, Inc., is the financial advisor to supporting
second lien noteholders.  Ropes & Gray LLP is the U.S. counsel to
supporting second lien noteholders.  Cervantes Sainz serves as
Mexican counsel to supporting 2nd lien noteholders.

Dechert LLP is the U.S. counsel to supporting holders of first
priority notes.  Galicia Abogados, S.C., is the Mexican counsel to
supporting holders of first priority notes.

Bracewell & Giuliani LLP is the U.S. counsel to Series B.
Directors.  Kuri Brena Sanchez Ugarte Y Aznar is Mexican counsel
to Series B. Directors.

Morgan, Lewis & Bockius LLP is the U.S. counsel for SCT for Mexico
Government.  Casares, Castelazo, Frias, Tenorio Y Zarate, SC, is
the Mexican counsel for SCT for Mexico Government.  Detente Group
is the financial advisor for SCT for Mexico Government.

Latham & Watkins LLP is the U.S. counsel to Jefferies Finance.
Creel, Garcia-Cuellar, Aiza Y Enriquez is the Mexican counsel for
Jefferies.


SATELITES MEXICANOS: Can Access Cash Collateral on Interim Basis
----------------------------------------------------------------
The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for
the District of Delaware authorized Satelites Mexicanos S.A. de
C.V. and its debtor-affiliates to use, on an interim basis, cash
collateral until May 27, 2011, pursuant to the budget.

The Debtors expect to use the cash collateral to:

   i) continue operating their businesses while in Chapter 11,
      including paying their vendors, suppliers, service
      providers, utilities and other overhead in the ordinary
      course; and

  ii) pay the costs and expenses of administering the cases
      including, without limitation, funding the professional and
      other fees and expenses associated with confirming and
      consummating the Plan.

According to the Debtors, they owe $238.23 million to their first
priority senior secured noteholders led by US Bank National as
first priority indenture trustee, and $201.89 million to their
second priority senior noteholders led by Wells Fargo Bank,
National Association as indenture trustee.  The amounts owed to
the noteholders are secured by assets of the Debtors.

As adequate protection for prepetition secured parties, the
Debtors have agreed to grant:

   a) Accrual of Interest:

       i) The First Priority Notes shall be paid
          interest from and after the Petition Date based upon the
          applicable non-default interest rate of 12% per annum;
          and

      ii) the Second Priority Notes shall accrue interest from and
          after the Petition Date at the applicable non-default
          interest rate of 10 1/8%;

   b) Current Payment of Interest on the First Priority Notes:

      On the first Business Day following the entry of the Interim
      Order, the Debtors shall make an interest payment on the
      First Priority Notes in cash to the First Priority Indenture
      Trustee in the amount of all accrued but unpaid interest at
      the applicable non-default rate of 12% per annum through the
      date of the Interim Order.

      During the pendency of the Chapter 11 Cases, each Interest
      Period will be a calendar month, and the Debtors shall pay
      interest on a current basis at the applicable nondefault
      rate of 12% per annum on the applicable Interest Payment
      Date  for each such monthly Interest Period, beginning with
      the last calendar day of April, 2011.

A full-text copy of the cash collateral budget is available for
free at http://ResearchArchives.com/t/s?75ce

                        About Satmex SAB

Satelites Mexicanos, S.A. de C.V., (Satmex) is a Mexico-based
provider of fixed satellite services in the Americas, with
coverage to more than 90% of the population to the Americas,
including more than 45 nations and territories.  Satmex also
provides Latin American television programming in the United
States.

One of only two privately managed FSS providers based in Latin
America, Satmex has a fleet comprised of three satellites.  Satmex
5 and Satmex 6 generate the adjusted EBITDA for Satmex.  A third
satellite, Solidaridad 2, is inclined orbit but does not generate
any adjusted EBITDA.  Construction of Satmex 8 is expected to be
completed by July 2012.  Satmex also intends to pursue plans for a
new satellite, to be named Satmex 7.

Satmex first filed for bankruptcy in August 2006 in New York and
exited four months later with a plan to repay creditors owed about
$743 million with new debt and equity.

Satmex, with affiliates Alterna'TV International Corporation and
Alterna'TV Corporation, again filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Case No. 11-11035) on April 6, 2011.
The Debtors disclosed $441.6 million in total assets and
$531.6 million in total debts as of March 23, 2011.  In its
schedules, Satmex disclosed $393,427,253 in total assets
and $457,699,978 in total debts on a stand-alone basis.

Victoria Watson Counihan, Esq., at Greenberg Traurig, LLP, serves
as the Debtor's bankruptcy counsel in the present Chapter 11 case.
Lazard Freres & Co. LLC is the Debtors' investment banker.  Ernst
& Young LLP is the Debtors' financial advisor.  Rubio Villegas &
Asociados, S.C., serves as the Debtors' special Mexican corporate
and regulatory counsel.

Jefferies & Company, Inc., is the financial advisor to supporting
second lien noteholders.  Ropes & Gray LLP is the U.S. counsel to
supporting second lien noteholders.  Cervantes Sainz serves as
Mexican counsel to supporting 2nd lien noteholders.

Dechert LLP is the U.S. counsel to supporting holders of first
priority notes.  Galicia Abogados, S.C., is the Mexican counsel to
supporting holders of first priority notes.

Bracewell & Giuliani LLP is the U.S. counsel to Series B.
Directors.  Kuri Brena Sanchez Ugarte Y Aznar is Mexican counsel
to Series B. Directors.

Morgan, Lewis & Bockius LLP is the U.S. counsel for SCT for Mexico
Government.  Casares, Castelazo, Frias, Tenorio Y Zarate, SC, is
the Mexican counsel for SCT for Mexico Government.  Detente Group
is the financial advisor for SCT for Mexico Government.

Latham & Watkins LLP is the U.S. counsel to Jefferies Finance.
Creel, Garcia-Cuellar, Aiza Y Enriquez is the Mexican counsel for
Jefferies.


SATELITES MEXICANOS: Court Approves Epiq as Claims Agent
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Satelites Mexicanos, S.A. de C.V., and its debtor-affiliates to
employ Epiq Bankruptcy Solutions, LLC, as balloting, noticing,
claims and subscription agent.

According to the Troubled Company Reporter on April 13, 2011, Epiq
will, among other things:

     a. prepare and serve a variety of documents on behalf of the
        Debtors in their Chapter 11 cases;

     b. provide claims administration services;

     c. act as balloting agent and consult with the Debtors and
        their counsel regarding timing issues, voting and
        tabulation procedures, and documents needed for the vote;
        and

     d. collect and review contracts and leases and prepare custom
        reports.

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

        Clerk                                   $40-$60
        Case Manager (Level 1)                 $125-$175
        IT Programming Consultant              $140-$190
        Case Manager (Level 2)                 $185-$220
        Senior Case Manager                    $225-$275
        Senior Consultant                        $295

A copy of the Debtors' service agreement with Epiq is available
for free at:

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

Jennifer M. Meyerowitz, Epiq's Vice President and Director of
Business Development, assured the Court that the firm is a
"disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code.

                        About Satmex SAB

Satelites Mexicanos, S.A. de C.V., (Satmex) is a Mexico-based
provider of fixed satellite services in the Americas, with
coverage to more than 90% of the population to the Americas,
including more than 45 nations and territories.  Satmex also
provides Latin American television programming in the United
States.

One of only two privately managed FSS providers based in Latin
America, Satmex has a fleet comprised of three satellites.  Satmex
5 and Satmex 6 generate the adjusted EBITDA for Satmex.  A third
satellite, Solidaridad 2, is inclined orbit but does not generate
any adjusted EBITDA.  Construction of Satmex 8 is expected to be
completed by July 2012.  Satmex also intends to pursue plans for a
new satellite, to be named Satmex 7.

Satmex first filed for bankruptcy in August 2006 in New York and
exited four months later with a plan to repay creditors owed about
$743 million with new debt and equity.

Satmex, with affiliates Alterna'TV International Corporation and
Alterna'TV Corporation, again filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Case No. 11-11035) on April 6, 2011.
The Debtors disclosed $441.6 million in total assets and
$531.6 million in total debts as of March 23, 2011.  In its
schedules, Satmex disclosed $393,427,253 in total assets
and $457,699,978 in total debts on a stand-alone basis.

Victoria Watson Counihan, Esq., at Greenberg Traurig, LLP, serves
as the Debtor's bankruptcy counsel in the present Chapter 11 case.
Lazard Freres & Co. LLC is the Debtors' investment banker.  Ernst
& Young LLP is the Debtors' financial advisor.  Rubio Villegas &
Asociados, S.C., serves as the Debtors' special Mexican corporate
and regulatory counsel.

Jefferies & Company, Inc., is the financial advisor to supporting
second lien noteholders.  Ropes & Gray LLP is the U.S. counsel to
supporting second lien noteholders.  Cervantes Sainz serves as
Mexican counsel to supporting 2nd lien noteholders.

Dechert LLP is the U.S. counsel to supporting holders of first
priority notes.  Galicia Abogados, S.C., is the Mexican counsel to
supporting holders of first priority notes.

Bracewell & Giuliani LLP is the U.S. counsel to Series B.
Directors.  Kuri Brena Sanchez Ugarte Y Aznar is Mexican counsel
to Series B. Directors.

Morgan, Lewis & Bockius LLP is the U.S. counsel for SCT for Mexico
Government.  Casares, Castelazo, Frias, Tenorio Y Zarate, SC, is
the Mexican counsel for SCT for Mexico Government.  Detente Group
is the financial advisor for SCT for Mexico Government.

Latham & Watkins LLP is the U.S. counsel to Jefferies Finance.
Creel, Garcia-Cuellar, Aiza Y Enriquez is the Mexican counsel for
Jefferies.


SH LEGGITT: Plan Confirmation Hearing Begins
--------------------------------------------
The confirmation hearing of S.H. Leggitt Company's proposed
Chapter 11 plan of reorganization was scheduled to begin
yesterday.  A notice sent last month said that the March 24
hearing was rescheduled to April 28.

S.H. Leggitt previously obtained approval of the disclosure
statement explaining that plan.  The plan proposes to insulate the
reorganized company from all future product liability claims
arising out of the use of products manufactured by the debtor and
used in the manufacture of consumer LP-Gasgrills, cookers and
other outdoor LP-Gas cooking appliances.  The Debtor supplied LP-
Gas regulators to the majority of the companies who made such
appliances in North America between 1990 and 2005.  The Debtor has
also supplied gas regulators to the majority of companies that
manufacture recreational vehicles in North America.

To obtain copies of the Debtor's plan and disclosure statement,
contact Birdie White at white@mvwmlaw.com by e-mail.

                         About SH Leggitt

San Marcos, Texas-based S.H. Leggitt Company, aka Marshall
Products -- dba The Leggitt Group; Marshall Brass Company;
and Marshall Gas Controls, Inc. -- sought Chapter 11
bankruptcy protection (Bankr. W.D. Texas Case No. 10-10279)
on Feb. 2, 2010.  In its schedules, the Debtor listed $15,869,020
in total assets and $11,404,353 in total debts.  Joseph D.
Martinec, Esq., and Rebecca S. McElroy, Esq., Ed Winn, Esq., and
Lee Vickers, Esq., at Martinec, Winn, Vickers & McElroy, P.C.,
represent the company.


SONOMA VINEYARD: Deadline to Confirm Plan Extended to July 1
------------------------------------------------------------
Judge Alan Jaroslovsky of the U.S. Bankruptcy Court for the
Northern District of California extended until July 1, 2011, the
deadline for Sonoma Vineyard Estate LLC to confirm its plan.

On November 5, 2010, the court ordered the case converted to
Chapter 7 if the Debtor did not confirm its plan by March 5, 2011.

The Debtor and secured creditor Geneva Leasing have reached an
agreement to develop the single asset of the Debtor that will be
carried forward to a consensual plan that will be filed within the
next several weeks; it is a plan that will when fully consummated
pay all creditors in full.  The Debtor expects the plan will come
on for confirmation in late June, and therefore requests an
extension of the deadline to confirm its plan to July 1.

                  About Sonoma Vineyard Estates

Napa, California-based Sonoma Vineyard Estates LLC filed for
Chapter 11 bankruptcy protection on September 7, 2010 (Bankr. N.D.
Calif. Case No. 10-13447).  Michael C. Fallon, Esq., at the Law
Offices of Michael C. Fallon, in Santa Rosa, Calif., assists the
Debtor in its restructuring effort.  In its schedules, the Debtor
listed $10,000,038 in assets and $6,998,010 in liabilities.


SPANISH BROADCASTING: Annual Salary of CRO Hiked to $300,000
------------------------------------------------------------
Spanish Broadcasting System, Inc., appointed Albert Rodriguez as
the Chief Revenue Officer of the Company's consolidated operations
and General Manager of the Miami television market.  Mr. Rodriguez
is responsible for overseeing the revenue and profit performance
of the Company's consolidated operations, including radio,
television, interactive and entertainment divisions, and the day-
to-day operational matters of the Miami television market.  Under
the terms of the appointment, the Company agreed to pay Mr.
Rodriguez an annual base salary of $180,000.  On April 19, 2011,
the Compensation Committee increased Mr. Rodriguez's annual base
salary to $300,000.

On April 19, 2011, the Company and Joseph A. Garcia, the Chief
Financial Officer, Chief Administrative Officer, Senior Executive
Vice President and Secretary of the Company, entered into an
Amendment to Employment Agreement.  Pursuant to the terms of the
Amendment, the Company will provide Mr. Garcia with an annual
allowance of $20,400 to purchase or lease an automobile for
business purposes and to pay for the insurance, maintenance and
other expenses in connection with such automobile.

                     About Spanish Broadcasting

Headquartered in Coconut Grove, Florida, Spanish Broadcasting
System, Inc. -- http://www.spanishbroadcasting.com/-- owns and
operates 21 radio stations targeting the Hispanic audience.  The
Company also owns and operates Mega TV, a television operation
with over-the-air, cable and satellite distribution and affiliates
throughout the U.S. and Puerto Rico.  Its revenue for the twelve
months ended Sept. 30, 2010, was approximately $140 million.

In November 2010, Moody's Investors Service upgraded the corporate
family and probability of default ratings for Spanish Broadcasting
System, Inc., to 'Caa1' from 'Caa3' based on improved free cash
flow prospects due to better than anticipated cost cutting and the
expiration of an unprofitable interest rate swap agreement.
Moody's said Spanish Broadcasting's 'Caa1' corporate family rating
incorporates its weak capital structure, operational pressure in
the still cyclically weak economic climate, generally narrow
growth prospects (though Spanish language is the strongest growth
prospect) given the maturity and competitive pressures in the
radio industry, and the June 2012 maturity of its term loan
magnify this challenge.

In July 2010, Standard & Poor's Ratings Services raised its
corporate credit rating on Miami, Fla.-based Spanish Broadcasting
System Inc. to 'B-' from 'CCC+', based on continued improvement in
the company's liquidity position.  The rating outlook is stable.
"The rating action reflects S&P's expectation that, despite very
high leverage, SBS will have adequate liquidity over the
intermediate term to meet debt maturities, potential swap
settlements, and operating needs until its term loan matures on
June 11, 2012," said Standard & Poor's credit analyst Michael
Altberg.

The Company reported net income of $15.04 million on $136.12
million of net revenue for the year ended Dec. 31, 2010, compared
with a net loss of $13.78 million on $139.39 million of net
revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed
$474.82 million in total assets, $430.98 million in total
liabilities, $92.35 million in 10 3/4% Series B cumulative
exchangeable redeemable preferred stock, and $48.51 million in
total stockholders' deficit.


SPARTA COMMERCIAL: Posts $733,700 Net Loss in Jan. 31 Quarter
-------------------------------------------------------------
Sparta Commercial Services, Inc., filed its quarterly report on
Form 10-Q, reporting a net loss of $733,705 on $109,165 of
revenues for the three months ended Jan. 31, 2011, compared with a
net loss of $857,306 on $161,086 of revenues for the three months
ended Jan. 31, 2010.

The Company's balance sheet at Jan. 31, 2011, showed $1.9 million
in total assets, $4.5 million in total liabilities, and a
stockholders' deficit of $2.6 million.

As reported in the TCR on Sept. 21, 2010, RBSM LLP, in New York,
expressed substantial doubt about Sparta Commercial Services'
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 of the Company's recurring losses from
operations.

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

                       http://is.gd/14i72q

Based in New York, Sparta Commercial Services, Inc.
-- http://www.spartacommercial.com/-- is a nationwide financial
services company offering financing and leasing products to
consumers and retail powersports dealers.  Sparta also serves
municipal and governmental agencies nationwide with its Municipal
Lease Program, which offers financing for essential equipment for
the law enforcement and emergency response communities.

The Company's subsidiary, Specialty Reports, Inc. d/b/a Cyclechex,
is in the business of offering online access to detailed product
ownership and usage reports for various classes of previously
owned assets.  Cyclechex's initial product release is the
Cyclechex Motorcycle History Report.


STRATUS MEDIA: Goldman Kurland Raises Going Concern Doubt
---------------------------------------------------------
Stratus Media Group, Inc., filed on April 26, 2011, its annual
report on Form 10-K for the fiscal year ended Dec. 31, 2010.

Goldman Kurland Mohidin, LLP, in Encino, California, expressed
substantial doubt about Stratus Media Group's ability to continue
as a going concern.  The independent auditors noted that the
Company has suffered recurring losses and has negative cash flow
from operations.

The Company reported a net loss of $8.41 million on $40,189 of
revenues for 2010, compared with a net loss of $3.40 million on $0
revenue for 2009.

The Company's balance sheet at Dec. 31, 2010, showed $5.58 million
in total assets, $5.56 million in total liabilities, and
stockholders' equity of $20,223.

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

                       http://is.gd/lYjIIW

Santa Barbara, Calif.-based Stratus Media Group, Inc., is an
owner, operator and marketer of live sports and entertainment
events.  Subject to the availability of capital, the Company
intends to aggregate a large number of complementary live sports
and entertainment events across North America and internationally.


SYRACUSE RESORT: Case Summary & 6 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Syracuse Resort Development, Inc.
        683 Middle Neck Road
        Great Neck, NY 11023

Bankruptcy Case No.: 11-72881

Chapter 11 Petition Date: April 26, 2011

Court: U.S. Bankruptcy Court
       Eastern District of New York (Central Islip)

Debtor's Counsel: Sean Sabeti, Esq.
                  LAW OFFICE OF SEAN SABETI, PC
                  99 Jericho Turnpike
                  Jericho, NY 11753
                  Tel: (516) 333-4030
                  Fax: (516) 333-4032
                  E-mail: Sabeti2law@optonline.net

Scheduled Assets: $2,055,553

Scheduled Debts: $3,319,545

A list of the Company's six largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/nyeb11-72881.pdf

The petition was signed by Irfan Syed, president.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Syracuse Resort LLC                   10-79601            12/14/10


SYRACUSE SYMPHONY: To File For Chapter 7 Bankruptcy Protection
--------------------------------------------------------------
According to Pal-Item.com, the Syracuse Symphony in upstate New
York, even after pay concessions from musicians and a series of
added cost-cutting moves, announced earlier this month it would be
filing for Chapter 7 bankruptcy.  Community symphonies stand out
as luxuries against weak economies, says Pal-Item, noting that the
Louisville Orchestra filed for Chapter 11 bankruptcy in December,
as did Honolulu's Symphony with a Chapter 7 liquidation filing.


TAPATIO SPRINGS: Must Find Buyer for Center Before June 7
---------------------------------------------------------
Patrick Danner at My San Antonio reports that Tapatio Springs Golf
Resort and Conference Center in Boerne is headed for the auction
block again after a prospective buyer terminated a purchase
agreement last week.  A public foreclosure sale is set for June 7
if a buyer for either the property or the $3.5 million note on the
land doesn't emerge before then.

According to the report, Majestic Properties Inc., based in the
Houston suburb of Kingwood, agreed on April 4 to pay $3.4 million
for the 622 acres, but it terminated the deal Thursday.  Dean
Greer, a lawyer for the Tapatio partnership, said during a
bankruptcy court hearing Tuesday that Majestic had concerns about
deed restrictions on the property.

The land's lenders, retail pioneer Clyde Smith and his wife,
agreed to give the Tapatio partnership until June 7 to work out a
deal with Majestic or any other party, notes Mr. Danner.

                 About Tapatio Springs Development

Boerne, Texas-based Tapatio Springs Development Company, Inc.,
filed for Chapter 11 bankruptcy protection on January 3, 2011
(Bankr. W.D. Tex. Case No. 11-50050).  Christopher J. Weber, Esq.,
at Christopher J. Weber, LLC, serves as the Debtor's bankruptcy
counsel.  The Debtor estimated its assets at $10 million to
$50 million and debts at $1 million to $10 million.

Debtor's case was dismissed on Feb. 17, 2011, and terminated on
March 3, 2011.


TAVERN ON THE GREEN: Settlement Reached in Name Ownership Dispute
-----------------------------------------------------------------
The Bankruptcy Court for the Southern District of New York
approved a settlement today in the ongoing dispute between the
City of New York and the Chapter 7 Trustee for Tavern on the Green
Limited Partnership, LP and LeRoy Adventures, Inc. concerning the
ownership of the trademark "Tavern on the Green."  The trustee,
through her court approved agent, Streambank LLC, will immediately
begin marketing the estates' rights, which will be sold in a
bankruptcy court-approved sale process.

The settlement, among other things, provides for use of the
"Tavern on the Green" name by the City of New York and the
estates' successor.  The agreement authorizes the Chapter 7
Trustee to sell the estates' use rights to a third party, allowing
the buyer to use the Tavern on the Green name and current logo for
restaurants located outside of New York, New Jersey, Connecticut
and a portion of Pennsylvania.  The settlement also allows the
buyer to use the name Tavern on the Green for branding of a wide
variety of products including packaged foods, home furnishing and
accessories. The settlement agreement allows the estates'
successor to operate without payment of royalties to the City of
New York.

Under the settlement, the City will own the Tavern on the Green
trademark registration for restaurant and bar services and will
have the exclusive use of the name Tavern on the Green for
restaurant services in New York City, including the world renowned
location in Central Park.  Also, under the settlement agreement, a
portion of the proceeds from the Chapter 7 Trustee's sale of the
use rights -- 25% of net proceeds -- will be distributed to the
City.

The settlement resolves litigation between the City of New York
and the Chapter 7 Trustee for Tavern on the Green Limited
Partnership and LeRoy Adventures, Inc. over ownership of the
"Tavern on the Green" trademarks which resulted in a decision by
the United States District Court in March 2010 in favor of the
City.  The Chapter 7 Trustee preserved the estates' rights of
appeal while negotiating the settlement with the City.

The Chapter 7 Trustee intends to sell the rights through a
bankruptcy court approved sale process.  The marketing and sale of
the estate's intellectual property rights will be conducted by
Streambank, LLC, the Trustee's court-approved agent.  Streambank
has been working alongside Jil Mazer-Marino, the Chapter 7
Trustee, throughout the negotiation process.

"Jil Mazer-Marino has done a terrific job for the bankruptcy
estates," said Gabe Fried, Streambank principal.  "She was given
responsibility over a very difficult and complex situation and has
turned this into a very valuable asset for the estates while
preserving its value as an iconic centerpiece for the City of New
York.  The settlement reached with the City reflects the best
possible outcome that was achievable without engaging in expensive
and risky continued litigation.  The settlement creates the
opportunity for the estate's successor to operate independently
from the City of New York, but leaves the door open to future
collaboration."  Fried went on to say that "Tavern on the Green is
an iconic brand associated with perhaps the most famous restaurant
in the world. This is a unique opportunity and we believe there
will be substantial interest in the marketplace for these assets."

The approval of the settlement benefits the City by ending an
almost two year battle over the Tavern on the Green trademark and
results in the City owning the Tavern on the Green trademark
registration for restaurant and bar services and the exclusive
rights to the name Tavern on the Green for restaurants located in
the City.

Tavern on the Green opened in 1934, in an 1870 Victorian Gothic
structure on the west side of Central Park.  Over the next 40
years, a succession of management companies operated the
restaurant, which underwent several renovations and expansions.  A
decline in business forced the restaurant's closure in 1974.
Shortly thereafter, restaurateur Warner LeRoy acquired the lease
and implemented a $10 million renovation, reopening the landmark
eatery in August 1976.  Described as offering a dazzling dining
experience in a fantasy-like setting, Tavern on the Green became,
and has remained, a favored destination and the setting for many
of New York's most prestigious events, including charity and
political functions, Broadway openings and international film
premieres.  The LeRoy family continued to operate the restaurant
until the end of their lease in December 2009, which resulted in
the chapter 11 bankruptcy filing and the subsequent conversion to
chapter 7.

                       About the Bankruptcy Case

Tavern on the Green LP was the operator of the 75-year-old
restaurant in New York's Central Park.  Tavern on the Green was
founded in 1934 by New York Parks Commissioner Robert Moses and
the license was bought by restaurateur Warner LeRoy in 1974.  The
Company filed for Chapter 11 (Bankr. S.D.N.Y. Case No. 09-15450)
on Sept. 9, 2009, estimating up to $50 million each in assets and
debts. The restaurant closed New Year's Eve 2010.

New York City -- the Tavern's landlord -- and the Debtor both
claimed ownership of the "Tavern on the Green" trademark.

In March 2010, the city of New York City won the right to the
trade name.  Following the trademark ruling, the bankruptcy judge
converted the case to Chapter 7.  Jil Mazer-Marino, appointed
Chapter 7 trustee, appealed the ruling.  The parties put the
appeal on ice while they negotiated settlement.


TRANS-LUX CORPORATION: Gabelli Funds Holds 10.15% Equity Stake
--------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Gabelli Funds, LLC, and its affiliates
disclosed that they beneficially own 248,000 shares of common
stock of Trans-Lux Corporation representing 10.15% of the shares
outstanding.  The number of shares outstanding of the Company's
common stock, par value $1.00 per share, on March 30, 2011, was
2,442,923.  A full-text copy of the regulatory filing is available
for free at http://is.gd/nS5jAD

                    About Trans-Lux Corporation

Norwalk, Conn.-based Trans-Lux Corporation (NYSE Amex: TLX) is a
designer and manufacturer of digital signage display solutions for
the financial, sports and entertainment, gaming and leasing
markets.

Trans-Lux reported a net loss of $7.03 million on $24.30 million
of total revenues for the year ended Dec. 31, 2010, compared with
a net loss of $8.79 million on $28.54 million of total revenues
during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $33.44 million
in total assets, $33.41 million in total liabilities and $30,000
in total stockholders' equity.

As reported by the TCR on April 8, 2011, UHY LLP, in Hartford,
Connecticut, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company has incurred significant recurring losses
from continuing operations and has a significant working capital
deficiency.  In 2009, the Company had a loss from continuing
operations of $8.8 million and has a working capital deficiency of
$16.0 million as of Dec. 31, 2009.  Furthermore, the Company is in
default of the indenture agreements governing its outstanding 9
1/2% Subordinated debentures and its 8 1/4% Limited convertible
senior subordinated notes so that the trustees or holders of 25%
of the outstanding Debentures and Notes have the right to demand
payment immediately.


ULTIMATE ACQUISITION: Seeks Conversion to Ch. 7 Liquidation
-----------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that with their secured
lender threatening to cut off access to cash, the parent companies
of Ultimate Electronics moved Tuesday to convert their Chapter 11
bankruptcy case in Delaware to Chapter 7 proceedings.

                    About Ultimate Electronics

Ultimate Acquisition Partners LP and CC Retail, LLC are specialty
retailers of high-end entertainment and consumer electronics with
46 stores in over a dozen states, primarily in the mid-west and
western United states.  Of the 46 stores, 35 are operated by UAP
and 11 are operated by CC Retail.  All are operated under the name
"Ultimate Electronics".  UAP and CC Retail have more than 1,500
full-time and part-time employees.

Ultimate Acquisition and CC Retail filed for Chapter 11 protection
(Bankr. D. Del. Lead Case No. 11-10245) on Jan. 26, 2011.
Ultimate Acquisition estimated assets and liabilities between
$100 million and $500 million.

Kathleen Campbell Davis, Esq., and Mark T. Hurford, Esq., at
Campbell & Levine LLC, in Wilmington, Del., and Jay L. Welford,
Esq., and Judith Greenstone Miller, Esq., at Jaffe, Raitt, Heuer &
Weiss, P.C., in Southfield, Mich., serve as the Debtor's
bankruptcy counsel.  Kurtzman Carson Consultants LLC is the claims
and notice agent.

An Official Committee of Unsecured Creditors was appointed on
Feb. 9, 2011.  The Panel has hired BDO USA LLP as its financial
advisor, and Cooley LLP and Womble Carlyle Sandridge & Rice PLLC
as bankruptcy counsel.

The Company was given formal approval from the court in February
to conduct going-out-of-business sales at all 46 stores.
Controlled by Mark J. Wattles, Ultimate decided to liquidate when
no one would provide financing for a reorganization.


UNIGENE LABORATORIES: To Receive $4MM Milestone Payment from GSK
----------------------------------------------------------------
Unigene Laboratories, Inc., has completed patient enrollment of
its Phase 2 study with an experimental oral parathyroid hormone
(PTH) analog for the treatment of osteoporosis in postmenopausal
women.  Unigene is developing its oral PTH in collaboration with
GlaxoSmithKline as part of an exclusive worldwide licensing
agreement.  According to the agreement with GSK, Unigene will
receive a $4M milestone payment for completion of Phase 2 patient
enrollment.

Ashleigh Palmer, President and Chief Executive Officer of Unigene
Laboratories, Inc., said, "The completion of enrollment in this
Phase 2 study with our proprietary oral formulation of the
recombinantly produced PTH analog is a significant development
milestone for Unigene.  We are thrilled to have achieved this goal
and remain focused on advancing this program that we believe has
the potential to address an important medical need."  Palmer
continued, "I am extremely impressed with the Unigene team's
execution of this study in just four months since the signing of
our collaboration with GSK, and believe this not only showcases
our clinical trial expertise, but represents an important
competitive advantage."

                       Phase 2 Study Design

This multicenter, double blind with respect to placebo,
randomized, repeat dose placebo controlled study will include an
open label comparator arm of the Forsteo(R) injectable
formulation.  The primary endpoint will be an increase in bone
mineral density (BMD) at the lumbar spine in subjects at 24 weeks
in 93 postmenopausal osteoporotic women following once daily
treatment with the orally delivered PTH analog compared to
baseline.  Secondary endpoints will evaluate biochemical markers
of bone formation and resorption, as well as the safety,
tolerability and pharmacokinetics of the oral formulation.

The Company expects to report top-line results before year end.

                        About Osteoporosis

Osteoporosis is a disease in which bones become brittle and so are
more likely to break.  In osteoporotic women and men, the density
and quality of bone are reduced, leading to deterioration of the
skeleton and increased risk of fracture.  It's often diagnosed
only after an osteoporosis-related fracture happens because prior
to such an event, the patient has no outward signs or symptoms.
The disease has a significant impact on patients' quality of life
and it is estimated that one in three women and one in five men
over the age of 50 will develop osteoporosis during their
lifetimes.

The prevalence of osteoporosis is growing as the number of post-
menopausal women rises, along with the general increase in life
expectancy.  Osteoporosis affects an estimated 75 million people
in Europe, the US and Japan.  In women over 45, osteoporosis
accounts for more days spent in hospital than many other diseases,
including diabetes, heart attack and breast cancer.  There is
currently no cure for osteoporosis, but available treatments can
strengthen bones and help reduce the risk of fractures.

                    About Unigene-GSK Agreement

On Dec. 10, 2010, Unigene entered into an amended and restated
exclusive worldwide license agreement with GSK to develop and
commercialize an oral formulation of a recombinantly produced PTH
analog for the treatment of osteoporosis in postmenopausal women.
Under the terms of the amended and restated agreement, Unigene is
responsible for the manufacture of the PTH and the conduct of the
Phase 2 study.  The Company received an upfront payment of $4M to
cover costs associated with the Phase 2 study, and will also
receive an additional $4M payment upon completion of Phase 2
patient enrollment, as well as further payments of up to $142M
based on the achievement of regulatory and commercialization
milestones.  In addition, Unigene is eligible to receive tiered
double-digit royalties in the low-to-mid teens on global sales.
Once the Phase 2 study has been completed and based on a review of
the data, GSK may elect to assume responsibility for all future
development and commercialization of the product.

                           About Unigene

Unigene Laboratories, Inc. OTCBB: UGNE) -- http://www.unigene.com/
-- is a biopharmaceutical company focusing on the oral and nasal
delivery of large-market peptide drugs.

Grant Thornton LLP, in New York, expressed substantial doubt about
Unigene Laboratories' ability to continue as a going concern
following the Company's 2009 results.  The firm noted that the
Company has incurred a net loss of $13,400,000 during the year
ended Dec. 31, 2009 and has an accumulated deficit of
approximately $143,000,000 as of Dec. 31, 2009.  As of that
date, the Company's current liabilities exceeded its current
assets by $1,251,000 and its total liabilities exceeded total
assets by $30,442,000.

The Company reported a net loss of $27.86 million on $11.34
million of revenue for the year ended Dec. 31, 2010, compared with
a net loss of $13.37 million on $12.79 million of revenue during
the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $28.47 million
in total assets, $68.89 million in total liabilities and $40.42
million in total stockholders' deficit.


UNISYS CORP: Incurs $39.40 Million Net Loss in March 31 Quarter
---------------------------------------------------------------
Unisys Corporation reported a net loss attributable to Unisys
Corporation of $39.40 million on $911.20 million of revenue for
the three months ended March 31, 2011, compared with a net loss
attributable to Unisys Corporation of $11.60 million on $977.40
million of revenue for the same period during the prior year.

The Company's balance sheet at March 31, 2011 showed $2.95 billion
in total assets, $3.64 billion in total liabilities and a $692.10
million total stockholders' deficit.

"Our first-quarter results were negatively impacted by greater
than anticipated softness in our U.S. Federal business associated
with the budget impasse in Washington," said Unisys Chairman and
CEO Ed Coleman.  "Outside of our Federal business, IT outsourcing
revenue grew 9 percent, marking the fifth consecutive quarter of
year-over-year growth.  Sales of our ClearPath systems again grew
following full-year growth in 2010.  In addition, we significantly
strengthened our balance sheet over the last 60 days by reducing
our debt by $390 million and cutting our annual interest expense
in half."

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

                         About Unisys Corp.

Based in Blue Bell, Pennsylvania, Unisys Corporation (NYSE: UIS)
-- http://www.unisys.com/-- provides a portfolio of IT services,
software, and technology that solves critical problems for
clients.  With more than 26,000 employees, Unisys serves
commercial organizations and government agencies throughout the
world.

As reported by the Troubled Company Reporter on Feb. 24, 2011,
Moody's Investors Service has affirmed Unisys' B1 corporate family
rating and all other ratings, and also changed the rating outlook
to positive from stable.  This outlook change follows the
announcement by Unisys of plans to issue mandatory convertible
preferred stock, redeem secured notes, and tender for additional
bonds which Moody' estimates will reduce secured debt by up to
$390 million.  Upon completion of the transactions, the loss given
default assessments will be revised based on the remaining debt
balances.


UNITED CONTINENTAL: Reports $213 Million 1st Qtr. Net Loss
----------------------------------------------------------
United Continental Holdings, Inc. (NYSE: UAL) announced first-
quarter 2011 financial results.  UAL results for the first quarter
include the financial results of its two operating subsidiaries,
United Air Lines, Inc. and Continental Airlines, Inc.  Prior to
the merger on Oct. 1, 2010, UAL results included only the
financial results of United Airlines.  Pro forma results that
consolidate the financial results for Continental for first-
quarter 2010 are included for meaningful year-over-year
comparisons.

   * UAL reported a first-quarter 2011 net loss of $136 million
     or $0.41 loss per share excluding $77 million of special
     charges consisting primarily of integration-related costs,
     an improvement of $47 million compared to the pro forma
     results year-over-year.  On a GAAP basis, UAL reported a
     first-quarter 2011 net loss of $213 million or $0.65 loss
     per share.

   * UAL consolidated passenger revenue increased 11.5 percent
     in the first quarter of 2011 compared to the pro forma
     results for the same period in 2010.  First-quarter 2011
     consolidated passenger revenue per available seat mile
     (PRASM) increased 9.9 percent compared to the pro forma
     results year-over-year.

   * Rising fuel prices largely offset the improvement in
     revenue.  First-quarter 2011 consolidated fuel expense,
     excluding the impact of hedges, increased 34.5 percent, or
     $725 million, year-over-year on a pro forma basis.

   * UAL ended the quarter with $8.9 billion in unrestricted
     cash, cash equivalents and short-term investments.

"My co-workers did a great job running an on-time and efficient
operation this past quarter, and I especially want to thank my co-
workers who conducted our Japan operations, overcoming tremendous
personal hardship to help our customers and keep our operation
safe and reliable after the tragic earthquake and tsunami," said
Jeff Smisek, UAL's president and chief executive officer. "With
our people, and the power of our network, product and fleet,
United and Continental are much better positioned to manage
through the current high-cost fuel environment as a combined
carrier than either would have been as stand-alone carriers."

              First-Quarter Revenue and Capacity

For the first quarter of 2011, total revenue was $8.2 billion, an
increase of 10.8 percent compared to the pro forma results for the
same period in 2010.  Consolidated passenger revenue for the first
quarter rose 11.5 percent to $7.2 billion, as compared to the pro
forma results for the same period in 2010.

Consolidated revenue passenger miles (RPMs) for the first quarter
of 2011 decreased 1.0 percent on a pro forma basis, while capacity
(available seat miles or ASMs) increased 1.4 percent year-over-
year on a pro forma basis, resulting in a first-quarter
consolidated load factor of 78.0 percent.

Consolidated yield for the first quarter of 2011 increased
12.7 percent year-over-year on a pro forma basis.  First-quarter
2011 consolidated PRASM increased 9.9 percent compared to the pro
forma results for the same period in 2010.

Mainline RPMs in the first quarter of 2011 decreased 1.0 percent
on a mainline capacity increase of 1.5 percent year-over-year on a
pro forma basis, resulting in a first-quarter mainline load factor
of 78.8 percent.  Mainline yield for the first quarter of 2011
increased 13.0 percent over the pro forma results for the same
period in 2010.  First-quarter 2011 mainline PRASM increased 10.2
percent year-over-year on a pro forma basis.

"Our strong revenue performance is a result of my co- workers'
focus on operational performance and delivering products and
services our customers value," said Jim Compton, UAL's executive
vice president and chief revenue officer.  "We will continue to
focus on growing revenue by tailoring our products to meet our
customers' needs."

Due to the decline in demand for travel to Japan following the
March 11, 2011, earthquake and tsunami, first-quarter consolidated
passenger revenue decreased approximately $30 million.  In
response, UAL reduced trans-Pacific capacity to Japan by
approximately 10 percent in April and 14 percent in May, compared
to the same periods in 2010.

Passenger revenue for the first quarter of 2011 and period-to-
period comparisons of related pro forma statistics for UAL's
mainline and regional operations are:

                  1Q2011
                  Passenger   Passenger   RASM %  Yield   ASM %
                  Revenue     Revenue %   vs. 4Q  vs. 4Q  vs. 3Q
Geographic Area   (millions)  vs. 4Q 2010 2010    2010    2010
---------------   ----------  ----------- ------- ------  ------
Domestic            $2,923        9.6%     11.8%   12.3%  (2.0%)

Atlantic             1,131        8.0%      1.3%    8.5%   6.7%
Pacific              1,055       17.9%     13.4%   15.7%   4.0%
Latin America          654       20.9%     15.4%   19.9%   4.7%
---------------   ----------  ----------- ------- ------  ------
International       $2,840       14.4%      8.6%   13.6%   5.3%

Mainline            $5,763       11.9%     10.2%   13.0%   1.5%
Regional             1,424       10.0%      8.8%   11.5%   1.1%
---------------   ----------  ----------- ------- ------  ------
Consolidated        $7,187       11.5%      9.9%   12.7%   1.4%

Cargo and other revenue in the first quarter of 2011 increased 6.3
percent, or $60 million, year-over-year on a pro forma basis
driven by increased cargo fuel surcharges and continued growth in
ancillary revenue.

                      First-Quarter Costs

Total consolidated expenses increased $825 million, or 11.2
percent, compared to the pro forma results for the first quarter
of 2010, of which $725 million was due to higher fuel costs,
excluding the impact of fuel hedges.  First-quarter 2011
consolidated expenses, excluding fuel, profit-sharing and special
items, increased $187 million, or 3.6 percent, year-over-year on
a pro forma basis on 1.4 percent higher capacity.

Consolidated costs per available seat mile (CASM), excluding
special items, increased 8.6 percent and mainline CASM, excluding
special items, increased 8.2 percent in the first quarter of 2011
compared to the pro forma results for the same period last year.
First-quarter 2011 consolidated and mainline CASM increased 9.6
and 9.4 percent year-over-year on a pro forma basis.

On a pro forma basis, consolidated fuel prices, excluding the
impact of hedges, for the first quarter of 2011 increased 34.5
percent compared to the first quarter of 2010.  The company has
hedged approximately 46 percent of its expected remaining fuel
needs for 2011.

In response to rising fuel prices, the company announced capacity
reductions resulting in a one percentage-point reduction in
consolidated ASMs effective with its May 2011 schedule and a four
percentage-point reduction of consolidated ASMs effective with its
September 2011 schedule compared to previous plans.  Full-year
2011 consolidated capacity is now expected to be roughly flat
year-over-year.

In the first quarter, consolidated and mainline CASM, excluding
special items and holding fuel rate and profit sharing constant,
increased 1.5 percent and 1.6 percent, compared to the pro forma
results for the same period of 2010.

"The whole team did a good job controlling costs while running a
great operation despite significant challenges this quarter," said
Zane Rowe, UAL's executive vice president and chief financial
officer.  "We will continue to improve our cost performance and
focus on further operational efficiencies."

                   First-Quarter Liquidity

UAL ended the first quarter of 2011 with $8.9 billion in
unrestricted cash, cash equivalents and short-term investments,
including approximately $200 million of counterparty hedge
collateral posted with the company.  During the first quarter,
the company generated $1 billion of operating cash flow and had
gross capital expenditures of $268 million.  The company made
scheduled debt and net capital lease payments of $459 million,
including the $150 million UAL 5% convertible notes, and prepaid
$194 million of debt.

                       Merger Integration

While United and Continental continued to operate as two separate
airlines, the company made progress toward integrating products,
services and policies during the quarter.  The company announced
that it will retain United's Economy Plus seating and expand it to
Continental aircraft beginning in 2012.  It also unveiled a new
interim advertising campaign that began to roll out at airports,
through customer communications and other media.
The carriers' check-in, ticket counter and gate facilities are
now co-located at 36 airports, and more than 30 percent of the
total fleet, or 460 aircraft, including the first Boeing 747-400,
are now repainted in the new United livery.  The company remained
focused on building its Working Together culture to ensure that
employees share in the success they help create.  During the
quarter, United introduced the 2011 Go Forward Plan that outlines
the company's most important goals for the year, and new perfect-
attendance, profit-sharing and pass-travel programs for
employees.

           Notable First-Quarter 2011 Accomplishments

   * United and Continental delivered solid operational results
     during the quarter, despite being impacted by winter snow
     storms in several hubs.  United and Continental recorded
     U.S. Department of Transportation domestic on-time arrival
     rates of 82.7 percent and 76.6 percent, and completion
     factors of 97.9 percent and 97.6 percent, respectively, for
     the first quarter. For international flights, United and
     Continental recorded on-time arrival rates of 81.4 percent
     and 78.8 percent.  The on-time arrival rates are based on
     flights arriving within 14 minutes of scheduled arrival
     time.

   * Employees of the combined company earned cash incentive
     payments for operational performance totaling $18 million
     during the first quarter of 2011.

   * The company reached a tentative agreement with the
     International Brotherhood of Teamsters representing
     United's maintenance technicians and related employees, and
     reached consensus with Continental's passenger service
     airport and reservation agents on improvements to pay,
     benefits and work rules.

   * Customers and employees donated more than $2.5 million to
     the American Red Cross and Mileage Plus(R) and OnePass(R)
     members gave more than 63 million frequent flyer miles to
     the charity through the airlines' programs to help those
     affected by the Japan earthquake.

   * The company inaugurated nonstop flights between New
     York/Newark and Providenciales, Turks and Caicos Islands.
     In addition, the company announced new service beginning
     June 2011 between New York/Newark and Stuttgart, Germany,
     and Port-au-Prince, Haiti, and between San Francisco and
     Guadalajara, Mexico.  Daily service between Los Angeles and
     Guadalajara, Mexico, is scheduled to begin in May 2011
.
   * The company continued to install flat-bed seats in first
     and business class and now has the new seats on 118 United
     and Continental aircraft, more than any other U.S. carrier.

   * The company signed a letter of intent to offer Wi-Fi on
     more than 200 Continental Boeing 737 and 757 aircraft
     through its partnership with LiveTV.  United currently
     offers Wi-Fi on all p.s.(R) flights between New York
     Kennedy and Los Angeles and San Francisco.

   * Continental placed into service two new fuel-efficient
     Boeing 737-800s and removed from service two older, less
     efficient Boeing 737-500s.

United Continental filed with the U.S. Securities and Exchange
Commission on April 21, 2011, a quarterly report on Form 10-Q for
the period ended March 31, 2011.

A full-text copy of the Form 10-Q is accessible for free at:

         http://ResearchArchives.com/t/s?75bc

     United Continental Holdings, Inc. and its Subsidiaries
                 Consolidated Balance Sheet
                    At March 31, 2011
                       (In Millions)

Current Assets:
Cash and cash equivalents                               $8,165
Short-term investments                                     722
                                                 -------------
Total unrestricted cash, cash equivalents and
short-term investments                                   8,887
Restricted cash                                             71
Receivables, net allowance for doubtful accounts         2,357
Aircraft lease deposits maturing within one year             -
Aircraft fuel                                              619
Deferred income taxes                                      554
Prepaid expenses and other                                 660
                                                 -------------
Total current assets                                     13,148
                                                 -------------
Operating property and equipment:
Owned
    Flight equipment                                    15,552
    Other property and equipment                         2,921
                                                 -------------
                                                        18,473
Less -- accumulated depreciation and amortization      (3,131)
                                                 -------------
Total owned                                            15,342
                                                 -------------
Purchase deposits for flight equipment                      269
Capital leases
    Flight equipment                                     1,635
    Other property and equipment                            48
                                                 -------------
                                                         1,683
Less -- accumulated amortization                         (462)
                                                 -------------
Total capital leases                                    1,221
                                                 -------------
Total operating property and equipment                   16,832
                                                 -------------
Other assets:
Goodwill                                                 4,523
Intangibles, net                                         4,866
Restricted cash                                            354
Investments                                                 98
Others                                                     731
                                                 -------------
Total other assets                                       10,572
                                                 -------------
TOTAL ASSETS                                            $40,552
                                                 =============

Liabilities and Stockholders' Equity

Current liabilities:
Advance ticket sales                                    $4,324
Frequent flyer deferred revenue                          2,565
Current maturities of long-term debt                     2,319
Accounts payable                                         1,897
Accrued salaries and benefits                            1,208
Current maturities of capital leases                       148
Other                                                    1,413
                                                 -------------
Total current liabilities                                13,874

Long-term debt                                           11,115
                                                 -------------
Long-term obligations under capital leases                1,002
                                                 -------------
Other liabilities and deferred credits:
Frequent flyer deferred revenue                          3,523
Postretirement benefit liability                         2,366
Pension liability                                        1,465
Advanced purchase of miles                               1,131
Deferred income taxes                                    1,549
Other                                                    2,615
                                                 -------------
Total other liabilities and deferred credits             12,649
                                                 -------------

Stockholders' equity:
Preferred stock                                              -
Common stock                                                 3
Additional capital invested                              7,100
Retained deficit                                        (5,916)
Stock held in treasury, at cost                            (31)
Accumulated other comprehensive income                     756
                                                 -------------
                                                         1,912
                                                 -------------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY               $40,552
                                                 =============


    United Continental Holdings, Inc. and its Subsidiaries
             Statement of Consolidated Operations
               Three Months Ended March 31, 2011
                         (In Millions)

Operating revenues:
Passenger - Mainline                                   $5,763
Passenger - Regional Affiliates                         1,424
Cargo                                                     283
Other operating revenues                                  732
                                                 -------------
Total Operating Revenues                                  8,202

Operating expenses:
Aircraft fuel                                           2,672
Salaries and related costs                              1,806
Regional capacity purchase                                573
Landing fees and other rentals                            473
Aircraft maintenance materials and outside repairs        439
Depreciation and amortization                             388
Distribution costs                                        350
Aircraft rentals                                          253
Goodwill impairment charge (credit)                        77
Other                                                   1,137
                                                 -------------
Total Operating Expenses                                  8,168
                                                 -------------
Operating Income (Loss)                                      34

Nonoperating Income (Expense)
Interest expense                                         (254)
Interest income                                             6
Interest capitalized                                        4
Miscellaneous, net                                         (1)
                                                 -------------
                                                          (245)

Income (Loss) before income taxes
and equity in earnings of affiliates                       (211)

Income tax expense (benefit)                                  2
                                                 -------------
Income (Loss) before equity in earnings of
affiliates                                                 (213)
Equity in earnings of affiliates, net of tax                  -
                                                 -------------
NET INCOME(LOSS)                                          ($213)
                                                 =============


    United Continental Holdings, Inc. and its Subsidiaries
              Statements of Consolidated Cash Flows
                Three Months Ended March 31, 2011
                       (In Millions)

Cash flows provided (used) by operating activities:
Net income (loss)                                        ($213)
Adjustments to reconcile net income (loss) to net
cash provided (used) by operating activities
Increase in advance ticket sales                         1,326
Depreciation and amortization                              388
Special charges, non-cash portion                            4
Increase in receivables                                   (379)
Net change in fuel hedge cash collateral                   178
Increase (decrease) in accrued wages and liabilities      (235)
Other, net                                                 (64)
                                                 -------------
Net cash provided by (used in) operating activities       1,005
                                                 -------------

Cash flows from investing activities
Capital expenditures                                      (205)
Aircraft purchase deposits paid, net                       (38)
(Increase) decrease in restricted cash                      (9)
Proceeds from sale of property and equipment                39
Purchases of short-term investments, net                  (109)
Other, net                                                   2
                                                 -------------
Net cash provided by (used in) investing activities       (320)
                                                 -------------
Cash flows from financing activities:
Proceeds from issuance of long-term debt                    32
Payments of other long-term debt                          (528)
Principal payments under capital leases                   (125)
Other, net                                                  32
                                                 -------------
Net cash provided by (used in) financing activities        (589)
                                                 -------------
Net increase in cash and cash equivalents                    96
Cash and cash equivalents at beginning of year            8,069
                                                 -------------
Cash and cash equivalents at end of the period           $8,165
                                                 =============

                          *     *     *

United Continental shares fell 19 cents to $20.84 at 4:15 p.m. on
April 21, 2011, in New York Stock Exchange composite trading,
Mary Jane Credeur and Mary Schlangenstein of Bloomberg News
reported.  The shares have declined 13% this year, the report
added.

Overall, United Continental posted a smaller loss than analysts'
estimates, due to higher fuel costs, Bloomberg noted.

United Continental has responded to a 41% fuel increase in jet-
fuel prices compared to 2010 with six industry fare increases,
Bloomberg stated.  Previous capacity cuts during the 2008
recession and steady demand for travel are also filling seats at
near-record levels, improving efficiency, according to Bloomberg.

"There's an improving economy," United Continental Chief Revenue
Officer Jim Compton was quoted as saying at a recent conference
call.

A separate report by The Dow Jones Newswires disclosed that
analysts polled by Thomson Reuters expected United Continental to
post a loss of 48 cents a share on revenue of $8.19 billion.  Dow
Jones added that United Continental's first quarter loss of $213
million offset better-than-expected revenue growth.

                      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.


UNITED CONTINENTAL: Gives Q2/Full Year 2011 Projections
-------------------------------------------------------
United Continental Holdings, Inc., filed with the U.S. Securities
and Exchange Commission on April 21, 2011, an investor update
providing forward-looking information for the second quarter and
full year 2011.

United Continental Vice President and Controller Chris Kenny
stated that all year-over-year comparisons in the March 21
Investor Update are based on the pro-forma combined company
financial statements previously published in United Continental's
investor updates submitted in November 2010, December 2010, and
April 2011.

                           Capacity

United Continental estimates its second quarter consolidated
domestic available seat miles to be down between 0.6% and 1.6%,
and its consolidated international ASMs to be up between 4.1% and
5.1% for a consolidated system ASMs increase of between 0.8% and
1.8%, year-over-year.  For the full year, the Company estimates
consolidated domestic ASMs to be down between 2% and 3%, and
consolidated international capacity to be up between 3% and
4% and consolidated system ASMs to be approximately flat, year-
over-year.

                  Non-fuel Expense Guidance

According to Mr. Kenny, second quarter consolidated cost per ASM,
excluding fuel, profit sharing, certain accounting charges and
merger-related expenses for the Company is expected to be up 3.5%
to 4.5%.  For the full year, the Company estimates consolidated
CASM, excluding fuel, profit sharing, certain accounting charges
and merger-related expenses, will be up 1.5% to 2.5%, he added.

                         Fuel Expense

The Company estimates its consolidated fuel price, including the
impact of settled cash hedges, to be $3.09 per gallon for the
second quarter and $3.14 per gallon for the full year based on
the forward curve as of Apr. 18, 2011.

                  Non-Operating Income/(Expense)

Non-operating expense for the Company is estimated to be between
$240 million and $250 million for the second quarter, and between
$910 million and $950 million for the full year, Mr. Kenny
disclosed.  Non-operating income/(expense) includes interest
expense, capitalized interest, interest income and other non-
operating income/(expense).

             Capital Expenditures and Scheduled Debt
                   and Capital Lease Payments

In the second quarter, the Company expects a total of $0.3
billion of gross capital expenditures and $0.2 billion of net
capital expenditures, both excluding purchase deposits of $39
million.  For the full year, excluding approximately $200 million
of purchase deposits, the Company expects gross capital
expenditures to be approximately $1.1 billion and net capital
expenditures to be approximately $0.9 billion.

Scheduled debt payments for the second quarter are estimated to
be $1.2 billion, including $726 million in cash that the Company
expects to pay to repurchase the UAL 4.5% convertible debt that
noteholders can put to the Company in June 2011.  Full year
scheduled debt payments are estimated to be $2.6 billion, Mr.
Kenny related.

               Pension Expense and Contributions

The Company estimates that its non-cash pension expense will be
approximately $100 million for 2011.  This amount, Mr. Kenny
explained, excludes non-cash settlement charges related to lump-
sum distributions.  In April, the Company made $33 million of
cash contributions to its defined benefit pension plans for a
total of $71 million in year to date contributions, he stated.
The Company has a remaining minimum funding requirement of
approximately $65 million for calendar year 2011, he disclosed.

                            Taxes

The Company currently expects to record minimal cash taxes in
2011.

                   Advance Booked Seat Factor
           (Percentage of Available Seats that are Sold)

Compared to the same period last year, for the next six weeks,
mainline domestic advance booked seat factor is up 4.3 points,
mainline international advance booked seat factor is down 1.8
points, mainline Atlantic advance booked seat factor is down 2.0
points, mainline Pacific advance booked seat factor is down 3.6
points and mainline Latin America advance booked seat factor is
flat.  Regional advance booked seat factor is up 1.2 points.

                   Fuel Price Sensitivity

The Company's estimated settled hedge impacts at various crude
oil prices, based on the hedge portfolio as of Apr. 18, 2011,
are:

                Cash Settled
Crude Oil Price  Hedge Impact   1Q11   2Q11   3Q11   4Q11   FY11
---------------  ------------   ----   ----   ----   ----   ----
$130 per Barrel  Fuel Price
                Excluding
                Hedge ($/gal) $2.94  $3.95  $4.01  $3.99  $3.74

                Increase/
                (Decrease) to
                Fuel Expense
                ($/gal)      ($0.16)($0.56)($0.41)($0.19)($0.34)

$120 per Barrel  Fuel Price
                Excluding
                Hedge
                ($/gal)       $2.94  $3.71  $3.77  $3.76  $3.56

                Increase/
                (Decrease) to
                Fuel Expense
                ($/gal)      ($0.16)($0.45)($0.30)($0.13)($0.26)

$110 per Barrel  Fuel Price
                Excluding
                Hedge
                ($/gal)       $2.94  $3.47  $3.53  $3.52  $3.37

                Increase/
                (Decrease) to
                Fuel Expense
                ($/gal)      ($0.16)($0.34)($0.20)($0.06)($0.19)

$107.12 per      Fuel Price
Barrel           Excluding
                Hedge
                ($/gal)       $2.94  $3.40  $3.46  $3.45  $3.32

                Increase/
                (Decrease) to
                Fuel Expense
                ($/gal)      ($0.16)($0.32)($0.20)($0.04)($0.18)

$100 per Barrel  Fuel Price
                Excluding
                Hedge
                ($/gal)       $2.94  $3.23  $3.29  $3.28  $3.19

                Increase/
                (Decrease) to
                Fuel Expense
                ($/gal)      ($0.16)($0.24)($0.10) $0.00 ($0.13)

$90 per Barrel   Fuel Price
                Excluding Hedge
                ($/gal)       $2.94  $3.00  $3.06  $3.04  $3.01

                Increase/
                (Decrease) to
                Fuel Expense
                ($/gal)      ($0.16)($0.14)($0.03) $0.03 ($0.08)

$80 per Barrel   Fuel Price
                Excluding
                Hedge
                ($/gal)       $2.94  $2.76  $2.82  $2.80  $2.83

                Increase/
                (Decrease) to
                Fuel Expense
                ($/gal)      ($0.16)($0.05) $0.03  $0.05 ($0.03)

A full-text copy of the April 21 Investor Update is accessible
for free at http://ResearchArchives.com/t/s?75c1

                      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.


UNITED CONTINENTAL: Paid $21MM+ to Smisek, Tilton in 2010
---------------------------------------------------------
United Continental Holdings, Inc. disclosed to the U.S.
Securities and Exchange Commission on April 22, 2011, that it
paid $4.4 million in total compensation to Jeffery Smisek,
president and chief executive officer of the Company, and $16.8
million to former principal executive officer Glenn F. Tilton for
the year ended Dec. 31, 2010.

United Continental made these payments to former and current
executives for the year ended 2010:

A. Current Officers
                           Non-Equity
                           Incentive     All
                           Plan          Other
Officer     Salary  Bonus   Compensation  Compensation      Total
-------     ------  -----   ------------  ------------      -----
Jeffery   $791,250     $0     $3,558,750        $9,766 $4,359,766
Smisek
President
and CEO

Zane Rowe $187,500     $0     $1,439,655       $24,758 $1,661,499
Exec. Vice
President &
Chief Financial
Officer

Peter     $805,974     $0     $1,956,123      $152,175 $3,901,478
McDonald
Exec. Vice
President &
Chief Operations
Officer

James     $187,500     $0     $2,346,336        $6,889 $2,540,725
Compton
Exec. Vice
President
& Chief
Revenue Officer

Irene     $162,500     $0     $1,679,784       $68,059 $1,938,362
Foxhall
Exec. Vice
President
Communications
& Government
Affairs

Former Officers
                            Non-Equity
                            Incentive       All
                            Plan            Other
Officer    Salary      Bonus Comp.           Comp.        Total
-------    ------      ----- ----------      -----        -----
Glenn    $822,999 $2,734,375 $1,079,799 $1,756,368  $16,844,026
Tilton
Chairman,
Former President
& CEO

Kathryn  $475,000 $1,338,668 $1,261,920 $5,140,298  $9,400,143
Mikells
Executive
Vice President
& CFO

John     $593,474 $1,615,413 $1,534,581 $6,405,212  $11,728,990
Tague
Exec.
Vice President
& President
Of United
Air Lines, Inc.

Graham   $451,045   $888,376 $1,050,294 $4,038,761   $6,922,079
Atkinson
Exec. Vice
President &
President of
Mileage Plus

United Continental made the disclosure in its proxy materials for
the 2011 annual meeting.

                      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.


UNITED GILSONITE: Court Approves Alu & Associates as Accountants
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Pennsylvania
authorized United Gilsonite Laboratories to employ Joseph M. Alu &
Associates P.C. as accountants.

The firm will:

   a) prepare tax return and other tax compliance and provide
      consulting services;

   b) assist with the financial operations of the Debtor's
      business, including working with the Debtor on a business
      plan, and analyzing and reviewing cash management systems;

   c) assist in compliance with the financial reporting
      requirements under the Guidelines issued by the United
      States Trustee;

   d) prepare and review cash or other projections, reports and
      analyses, and statements of receipts, disbursements and
      indebtedness;

   e) consult with the Debtor's management in connection with
      financial matters relating to the ongoing activities of the
      Debtor;

   f) work on behalf of the Debtor with any accountants and other
      financial consultants employed by committees and other
      creditor groups;

   g) provide assistance with the analysis and reconciliation of
      claims;

   h) assist in preparing the Debtor's schedules and statements of
      financial affairs;

   i) assist in the development and negotiation of a plan or plans
      of reorganization; and

   j) assist with such other matters as management or counsel to
      the Debtor may request from time to time.

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

      Designation                  Hourly Rates
      -----------                  ------------
      Partners                     $175
      Managers                     $100
      Consultants and Staff        $50

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

                      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 on March 23, 2011 (Bankr. M.D. Pa. Case No. 11-02032).
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.

Roberta A. DeAngelis, United States Trustee for Region 2,
appointed five creditors to serve on an Official Committee of
Unsecured Creditors of United Gilsonite Laboratories.


UNITED GILSONITE: Court Approves Garden City as Claims Agent
------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Pennsylvania
authorized United Gilsonite Laboratories to employ the Garden City
Group Inc. as the official claims, noticing and balloting agent.

The firm will, among other things:

   * maintain copies of all proofs of claim and proofs of interest
     filed;

   * create and maintain electronic databases for creditor/party
     in interest information provided by the debtor and
     creditors/parties in interest;

   * process all proofs of claim or interest submitted;

   * provide access to the public for examination of copies of the
     proofs of claim or interest without charge during regular
     business hours; and

   * maintain official claims register;

The Debtor will pay the firm under the bankruptcy administration
agreement.  A full-text copy of the agreement is available for
free at http://ResearchArchives.com/t/s?75ca

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

                      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 on March 23, 2011 (Bankr. M.D. Pa. Case No. 11-02032).
Mark B. Conlan, Esq., at Gibbons P.C., serves as the Debtor's
bankruptcy counsel.  Joseph M. Alu & Associates P.C. serves as
accountants.

The Debtor estimated its assets at $10 million to $50 million and
debts at $1 million to $10 million.

Roberta A. DeAngelis, United States Trustee for Region 2,
appointed five creditors to serve on an Official Committee of
Unsecured Creditors of United Gilsonite Laboratories.


UNITED GILSONITE: Court Okays K&L as Special Insurance Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Pennsylvania
authorized United Gilsonite Laboratories to employ K&L Gates LLP
as special insurance counsel.

The firm will render legal services as needed throughout the
course of this chapter 11 case, related to the analysis of the
Debtor's insurance coverage potentially available to respond to
asbestos-related claims.

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

     Designations          Hourly Rates
     ------------          ------------
     Partners and Counsel  $475-$700
     Associates            $280-$465
     Legal Assistants      $115-$295

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

                      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 on March 23, 2011 (Bankr. M.D. Pa. Case No. 11-02032).
Mark B. Conlan, Esq., at Gibbons P.C., serves as the Debtor's
bankruptcy counsel.  Joseph M. Alu & Associates P.C. serves as
accountants.  Garden City Group is the claims and notice agent.


The Debtor estimated its assets at $10 million to $50 million and
debts at $1 million to $10 million.

Roberta A. DeAngelis, United States Trustee for Region 2,
appointed five creditors to serve on an Official Committee of
Unsecured Creditors of United Gilsonite Laboratories.


WASHINGTON MUTUAL: U.S. Trustee Appoints Equity Holders Committee
-----------------------------------------------------------------
Pursuant to Section 1102(a)(1) of the Bankruptcy Code, Roberta A.
DeAngelis, U.S. Trustee for Region 3, appointed these persons to
the Official Committee of Equity Security Holders in connection
with the Chapter 11 cases of Washington Mutual, Inc. and its
Debtor affiliates:

     1. Michael Willingham
     2. Ho Pham
     3. Jay Senese
     4. James Scott
     5. E. Scott Wetzel, III

                      About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  WaMu owns
100% of the equity in WMI Investment.  When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695.  WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP.  Fred S. Hodera, Esq., at Akin Gump Strauss Hauer &
Fled LLP in New York City and David B. Stratton, Esq., at Pepper
Hamilton LLP in Wilmington, Del., represent the Official Committee
of Unseucred Creditors.  Stephen D. Susman, Esq., at Susman
Godfrey LLP and William P. Bowden, Esq., at Ashby & Geddes, P.A.,
represent the Equity Committee.  Stacey R. Friedman, Esq., at
Sullivan & Cromwell LLP and Adam G. Landis, Esq., at Landis Rath &
Cobb LLP in Wilmington, Del., represent JPMorgan Chase, which
acquired WaMu's assets prior to the Petition Date.

On Jan. 7, 2011, the Bankruptcy Court entered a 107-page opinion
determining that the global settlement agreement, among certain
parties including WMI, the Federal Deposit Insurance Corporation
and JPMorgan Chase Bank, N.A., upon which the Plan is premised,
and the transactions contemplated therein, are fair, reasonable,
and in the best interests of WMI.  Additionally, the Opinion and
related order denied confirmation, but suggested certain
modifications to the Company's Sixth Amended Joint Plan of
Affiliated Debtors that, if made, would facilitate confirmation.

Washington Mutual has filed with the U.S. Bankruptcy Court for the
District of Delaware a Modified Sixth Amended Joint Plan and a
related Supplemental Disclosure Statement.  The Company believes
that the Modified Plan has addressed the Bankruptcy Court's
concerns and looks forward to returning to the Bankruptcy Court to
seek confirmation of the Modified Plan.   The hearing for approval
of the Disclosure Statement is set for March 21.


WENTWORTH HILLS: To Reopen Golf Course After Year Off
-----------------------------------------------------
The Boston Business Journal reports that even as it hacks its way
through Chapter 11 bankruptcy proceedings, Plainville's Wentworth
Hills Golf Club is being prepped to reopen this spring.

According to the report, Potomac Realty Capital, the Boston
company that bought Wentworth at foreclosure auction in 2006,
defaulted on a $3 million loan from Mansfield Cooperative Bank
last fall, the Sun Chronicle said.  While the course has been
closed for the better part of a year, the property's facilities
and grounds appear ready for business, the paper observed.

Based in Boston, Massachusetts, Wentworth Hills LLC owns
commercial real estate.  The Company filed for Chapter 11
bankruptcy protection on Feb. 24, 2011 (Bankr. D. Mass. Case No.
11-11448).  Judge William C. Hillman presides over the case.
Kathleen R. Cruickshank, Esq., Murphy & King P.C. represents the
Debtor.  In its petition, the Debtor estimated both assets and
debts of between $1 million and $10 million.


WHITEROAD LLC: Case Summary & 5 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Whiteroad, LLC
        16912 Von Karman Avenue
        Irvine, CA 92606

Bankruptcy Case No.: 11-15828

Chapter 11 Petition Date: April 25, 2011

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

Judge: Robert N. Kwan

Debtor's Counsel: Michael Jay Berger, Esq.
                  LAW OFFICES OF MICHAEL JAY BERGER
                  9454 Wilshire Blvd 6th Fl
                  Beverly Hills, CA 90212-2929
                  Tel: (310) 271-6223
                  Fax: (310) 271-9805
                  E-mail: michael.berger@bankruptcypower.com

Scheduled Assets: $8,835,500

Scheduled Debts: $11,859,521

A list of the Company's five largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb11-15828.pdf

The petition was signed by Zahra Farjamrad, managing member.


WOLVERINE TUBE: Voting Cutoff Set May 23; June 2 Plan Hearing Set
-----------------------------------------------------------------
On April 15, 2011, the U.S. Bankruptcy Court for the District of
Delaware approved First Amended Disclosure Statement explaining
the Joint Plan of Reorganization of Wolverine Tube, Inc. and its
Affiliated Debtors.

The hearing at which the Bankruptcy Court will consider
confirmation of the Plan will commence at 2:00 p.m.. prevailing
Eastern Time on June 2, 2011.

The voting record date is April 15, 2011, which is the date for
determining which Holders of Claims in Classes 3 and 5 of the Plan
are entitled to vote on the Plan.

The deadline for voting on the Plan is 5:00 p.m., prevailing
Eastern Time on May 23, 2011.

The deadline for filing objections to the Plan is May 23, 2011, at
5:00 p.m., prevailing Eastern Time.

Pursuant to the Plan terms, holders of Allowed Note Claims under
Class 3 will receive their Pro Rata share of (i) 95% of the New
Common Stock, (ii) the New First Lien Notes, and (iii) a
distribution of Cash in an aggregate amount equal to the Net
Distributable Cash, if any.

General unsecured claims under Class 4 are unimpaired.  Holders of
Allowed Class 4 Claims will will be paid in full, in cash, in the
ordinary course of business or will receive such other treatment
as will render it unimpaired.

The PBGC Claim under Class 5 will receive the treatment set forth
in the PBGC Settlement Agreement.  Old Preferred Stock under Class
6, Old Common Stock under Class 7, and Section 510(b) Claims under
Class 8, will be canceled, and holders thereof will not receive or
retain any Property under the Plan on account of those claims.

Subsidiary Equity Interests under Class 9 are unimpaired.  Holders
of Class 9 claims are unaltered by the Plan.

Holders of Noted Claims (Class 3) and the Holder of the PBGC Claim
(Class 5r) are the only imparied classes entitled to vote on the
Plan.  Holders of Interests in Classes 6 and 7 and Claims in Class
8 are deemed to reject the Plan.

A complete text of the First Amended Disclosure Statement is
available for free at http://is.gd/CBfQGc

                       About Wolverine Tube

Huntsville, Alabama-based Wolverine Tube, Inc., is a global
manufacturer and distributor of copper and copper alloy tube,
fabricated products, and metal joining products.  The Company
currently operates seven facilities in the United States, Mexico,
China, and Portugal.  It also has distribution operations in the
Netherlands and the United States.

Wolverine Tube sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 10-13522) on Nov. 1, 2010.  Mark E. Felger, Esq.,
and Simon E. Fraser, Esq., at Cozen O'Connor represent the Debtor.
Scott K. Rutsky, Esq., and Adam T. Berkowitz, Esq., at Proskauer
Rose LLP, serve as the Debtor's special corporate and tax counsel.
Deloitte Financial Advisory Services LLP is the Debtor's financial
advisor.  Donlin Recano & Company, Inc., is the Debtor's claim
agent.  The Debtor disclosed $115 million in total assets and
$237 million in total debts at the time of the filing.

Affiliates Tube Forming, L.P. (Bankr. D. Del. Case No. 10-13523),
Wolverine Joining Technologies, LLC (Bankr. D. Del. Case No.
10-13524), TF Investor Inc. (Bankr. D. Del. Case No. 10-13525),
and WT Holding Company, Inc. (Bankr. D. Del. Case No. 10-13526)
filed separate Chapter 11 petitions.

No official committee of unsecured creditors has been appointed in
the case.


WOLVERINE TUBE: Files Form T-3; Issuing New Notes to Noteholders
----------------------------------------------------------------
Wolverine Tube, Inc., filed with the Securities and Exchange
Commission on April 22, 2011, an initial application for
qualification of trust indentures on Form T-3.  This form is used
pursuant to the Trust Indenture Act of 1939, but only when
securities to be issued thereunder are not required to be
registered under the Securities Act of 1933.

The Company is issuing the Senior Secured Notes due 2014, which
will bear a coupon per annum of 6% cash for the first year
outstanding, 6% in cash plus 6% payment-in-kind in the second year
outstanding, and 6% in cash plus 10% payment-in-kind in the third
and final year outstanding, which maturity date may be extended
and which interest rate may be adjusted prior to issuance pursuant
to the exemption from registration provided by Section 1145 of the
U.S. Bankruptcy Code pursuant to a plan of reorganization.

The Applicants are currently party to bankruptcy proceedings
before the U.S. Bankruptcy Court for the District of Delaware.
Pursuant to the Plan of Reorganization, the Applicants will be
reorganized through the issuance by the Company of 100% of the
Company's new common shares, subject to dilution, to holders of
the Company's outstanding 15% Senior Secured Notes due 2012 (the
"Prior Notes") and the Pension Benefit Guaranty Corporation
("PBGC"), and through the issuance by the Company of the Notes to
holders of the Prior Notes, which will preserve the Applicants'
business operations and going concern value.  The Plan of
Reorganization remains subject to court approval and is expected
to occur on or after June 2, 2011.

The Notes will be issued by the Company under an indenture.  As of
the date of the filing of this Form T-3, a form of Indenture with
respect to the Notes has not been agreed to.

A complete text of the Form T-3 is available for free at:

                       http://is.gd/DApnyf

                       About Wolverine Tube

Huntsville, Alabama-based Wolverine Tube, Inc., is a global
manufacturer and distributor of copper and copper alloy tube,
fabricated products, and metal joining products.  The Company
currently operates seven facilities in the United States, Mexico,
China, and Portugal.  It also has distribution operations in the
Netherlands and the United States.

Wolverine Tube sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 10-13522) on Nov. 1, 2010.  Mark E. Felger, Esq.,
and Simon E. Fraser, Esq., at Cozen O'Connor represent the Debtor.
Scott K. Rutsky, Esq., and Adam T. Berkowitz, Esq., at Proskauer
Rose LLP, serve as the Debtor's special corporate and tax counsel.
Deloitte Financial Advisory Services LLP is the Debtor's financial
advisor.  Donlin Recano & Company, Inc., is the Debtor's claim
agent.  The Debtor disclosed $115 million in total assets and
$237 million in total debts at the time of the filing.

Affiliates Tube Forming, L.P. (Bankr. D. Del. Case No. 10-13523),
Wolverine Joining Technologies, LLC (Bankr. D. Del. Case No.
10-13524), TF Investor Inc. (Bankr. D. Del. Case No. 10-13525),
and WT Holding Company, Inc. (Bankr. D. Del. Case No. 10-13526)
filed separate Chapter 11 petitions.

No official committee of unsecured creditors has been appointed in
the case.

As reported in the TCR on April 21, 2011, Wolverine Tube filed
with the U.S. Bankruptcy Court a First Amended Chapter 11 Plan of
Reorganization and related Disclosure Statement.

The Court subsequently signed an order approving the Disclosure
Statement.


WESTBURY COMMUNITY: Involuntary Chapter 11 Case Summary
-------------------------------------------------------
Alleged Debtor: Westbury Community Hospital, LLC
                6060 Richmond Avenue, Suite 380
                Houston, TX 77057

Bankruptcy Case No.: 11-33626

Involuntary Chapter 11 Petition Date: April 27, 2011

Court: U.S. Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Marvin Isgur

Petitioners' Counsel: Edward L. Rothberg, Esq.
                      Melissa Anne Haselden, Esq.
                      HOOVER SLOVACEK, LLP
                      5847 San Felipe, Suite 2200
                      Houston, TX 77057
                      Tel: (713) 977-8686
                      Fax: (713) 977-5395
                      E-mail: rothberg@hooverslovacek.com
                              haselden@hooverslovacek.com

Creditors who signed the Chapter 11 petition:

    Petitioners                    Nature of Claim    Claim Amount
    -----------                    ---------------    ------------
5556 Gasmer, LP                    Past Due Rent          $210,000
6060 Richmond Avenue, Suite 380
Houston, TX 77057

HDK Enterprises, Inc.              Pharmacist Salary      $136,237
  dba Southside LTC Pharmacy       and Pharmaceuticals
7700 Main Street
Suite 200
Houston, TX 77030

Bhandara Family Revocable Living   Past Due Rent           $81,138
Trust
6060 Richmond Avenue, Suite 380
Houston, TX 77057

Sehgal & Sons Enterprises, L.P.    Janitorial/Floor         $7,095
  dba Ultra Building Services      Maintenance Service
10501 Corporate Drive
Stafford, TX 77477

Bidulfo Montoya                    Construction             $6,020
  dba Lucy's Commercial Services
16926 Judy Leigh Drive
Houston, TX 77084


ZALE CORP: Extends Maturity of $120MM Credit Facility to 2014
-------------------------------------------------------------
Zale Corporation has extended the maturity of $120 million,
including seasonal adjustment of $20 million, of its asset-backed
credit facility to April 30, 2014.  It previously was scheduled to
mature on Aug. 11, 2011.  In the aggregate, commitments under the
Company's bank facility remain unchanged at $650 million,
including a $108 million seasonal adjustment.  All commitments
under the facility, including the extension, mature on April 30,
2014 and are priced at LIBOR plus an applicable percentage
(ranging from 350 basis points to 400 basis points).

Bank of America, N.A., administrative agent for the bank facility,
arranged the transaction.  Participants in the extension are Bank
of America, N.A., ($20 million increase for a total of $145
million), General Electric Capital Corporation ($40 million
increase for a total of $165 million), and Ally Bank ($60
million), a new participant in the bank facility.

"The extension to our bank facility announced today exemplifies
the growing confidence of the financial markets in the progress we
have made in our turnaround program," said Matt Appel, executive
vice president and chief financial officer.  "We are particularly
pleased that half of the new funding is from a financial
institution not previously part of our bank facility."

                       About Zale Corporation

Based in Dallas, Texas, Zale Corporation (NYSE: ZLC) --
http://www.zalecorp.com/-- is a specialty retailer of diamonds
and other jewelry products in North America, operating
approximately 1,900 retail locations throughout the United States,
Canada and Puerto Rico, as well as online. Zale Corporation's
brands include Zales Jewelers, Zales Outlet, Gordon's Jewelers,
Peoples Jewellers, Mappins Jewellers and Piercing Pagoda.  Zale
also operates online at http://www.zales.com/,
http://www.zalesoutlet.com/,
http://www.gordonsjewelers.com/and http://www.pagoda.com/

Zale reported a net loss of $93.67 million on $1.62 billion of
revenues for the year ended July 31, 2010, compared with a net
loss of $166.35 million on $1.78 billion of revenues for the same
period a year ago.

As reported by the Troubled Company Reporter on February 10, 2010,
The Deal.com's Sara Behunek reported that analysts said bankruptcy
looms for Zale if it fails to restructure its debt and put in
place a solid merchandising strategy.

The Company's balance sheet at Jan. 31, 2011 showed $1.20 billion
in total assets, $960.97 million in total liabilities and $244.01
million in total stockholders' investment.


* States Face $1.26 Trillion in Retiree Benefit Shortfalls
-----------------------------------------------------------
American Bankruptcy Institute, citing the Pew Center on the
States, reports that state funds that pay pension and health care
benefits to public workers faced a $1.26 trillion shortfall at the
end of the 2009 fiscal year.


* Finance Professionals See No Change in Municipal Defaults
-----------------------------------------------------------
Municipal finance professionals expect state and local municipal
debt default levels to be less or remain unchanged in 2011,
according to a survey conducted by RBC Capital Markets at the Bond
Buyer's 2011 NY/Tri-State Area Public Finance Conference, held
April 13-14, 2011.

The survey found that the majority (60 percent) of experts believe
there will be either the same or fewer defaults this year than in
2010.  Of those, the percentage of respondents who believe there
will be fewer defaults this year than in 2010 increased
significantly to 28 percent in this month's survey from the 11
percent who believed the same in a February 2011 RBC survey.

Municipal finance professionals remain fairly optimistic about the
prospects for state and local government revenues to return to
pre-crisis levels in the near term, with just over half (51
percent) expecting revenues to normalize in the next two to three
years.  This is further supported by 63 percent of respondents who
believe state and local government officials are taking the steps
necessary to address their budget issues.

"We see government officials making the difficult decisions
necessary to address strained budgets and believe that the state
of the industry will continue to normalize over time," said Chris
Hamel, head of Municipal Finance for RBC Capital Markets.

Stabilization is a sentiment supported by the 77 percent of
respondents who expect market demand to be sufficient when
issuance normalizes.

Tax Exemption Status In response to the Wyden-Coats proposal which
would make state and local debt taxable after 2011, with
bondholders receiving a tax credit of 25 percent of the interest
earned respondents overwhelmingly said they do not believe it to
be a more efficient way to support public borrowing than the
existing tax exemption offered to investors.

"Tax credit bonds have a poor history of market acceptance and, in
that regard, would be a deficient substitute for tax exempt
municipal bonds as a financing vehicle for state and local
governments," said Chris Mauro, head of U.S. Municipal Research at
RBC Capital Markets.  "However, we believe the market will
continue to see various tax reform proposals introduced over the
next 18 months as Washington moves closer to consensus on a broad
deficit reduction plan."

Local Challenges Despite the positive outlook, survey participants
acknowledged the challenges that states and municipalities will
face.  When asked to identify the greatest challenge for the New
York and Tri-State area, almost half (49 percent) of the
respondents indicated pension funding would top the list, with
another 28 percent identifying infrastructure as the greatest
issue, and 17 percent citing education expenses.

Sixty-six percent of respondents believe that increasing
commodities costs were impacting state and local governments'
ability to undertake infrastructure projects.

About the Survey The survey of 92 municipal finance professionals
was conducted by RBC Capital Markets at the Bond Buyer's NY/Tri-
State Area Public Finance Conference in New York City, held April
13-14, 2011. Respondents included federal, state and local
officials, bankers and other municipal finance professionals who
attended the conference.

                     About RBC Capital

RBC Capital Markets' U.S. Municipal Markets Group provides
products and services annually to hundreds of municipal issuers
across a broad range of sectors, including: healthcare, higher
education, student housing, education, public power, special
districts, student loans and transportation.  The firm is one of
the most active underwriters of municipal bonds in terms of total
number of senior managed issues, underwriting hundreds of issues
annually.

                     About RBC Capital Markets

RBC Capital Markets -- http://www.rbccm.com/-- is the corporate
and investment banking arm of RBC and is consistently ranked among
the top global investment banks.  With over 6,300 employees, RBC
Capital Markets is active globally in fixed income, foreign
exchange, infrastructure finance, ECM, metals & mining and oil &
gas.  Working with clients through operations in Asia, Australia,
the UK, Europe, and in every major North American city, RBC
provides capital markets products and services from 75 offices in
15 countries.


* High Court Wants More Disclosure From Distressed-Debt Investors
-----------------------------------------------------------------
Mike Spector, writing for The Wall Street Journal, reports that
the U.S. Supreme Court approved a new federal rule requiring
distressed-debt investors and others to disclose details of their
trades when banding together to influence bankruptcy proceedings.
The rule will require investors to reveal their "economic
interest" in a company operating under Chapter 11 bankruptcy
protection, including debt, stocks and bearish bets such as
credit-default swaps.

The Supreme Court approved the rule last week, said a spokesman
for the Administrative Office of the U.S. Courts, according to the
report.

According to the Journal, the new rule was drafted by a panel of
bankruptcy judges and other restructuring experts.  It is poised
to take effect in December, unless Congress blocks it, which isn't
expected.

Dow Jones' DBR Small Cap reports that the new rule, drafted by a
panel of bankruptcy judges and other restructuring experts, is
poised to take effect in December, unless Congress blocks it,
which isn't expected.

The rule will require investors to reveal their "economic
interest" in a company operating under Chapter 11 bankruptcy
protection, including debt, stocks and bearish bets such as
credit-default swaps, the DBR report notes.

DBR Small Cap says the change comes amid a significant debate in
restructuring circles over how much hedge funds and other
investors in the debt of troubled companies should reveal about
their holdings when working together as informal committees in
Chapter 11 cases, the report notes.


* BOOK REVIEW: The Executive Guide to Corporate Bankruptcy
----------------------------------------------------------
Authors: Thomas J. Salerno; Craig D. Hansen; Jordan A. Kroop
Publisher: Beard Books
Hardcover: 728 pages
List Price: $174.95

The newly revised edition of The Executive Guide To Corporate
Bankruptcy is perfectly timed.  As the global economy continues to
deteriorate, more and more companies are sinking into insolvency
with executives at their helm who need a crash course in
bankruptcy realities.  This excellent book will quickly get both
the seasoned executive and the uninitiated lawyer up to speed on
the bankruptcy process.

Salerno, Kroop and Hansen understand that the reorganization
process can be intimidating, puzzling, and generally unpleasant.
They penetrate the opaque gloom that some lawyers tend to
perpetuate.  Each chapter of this book addresses a different
aspect of the reorganization process, beginning with an overview
of the origins and purpose of US bankruptcy laws and ending with a
debunking of common myths about reorganization.  In between, they
discuss each chapter of the bankruptcy code; discussing the gamut
from liquidations through Chapter 11 sales and full-blown
reorganizations.  The authors' ability to distill the bankruptcy
code's complex language into comprehensible and manageable blocks
of information makes the book extremely readable.

The Executive Guide is full of pragmatic advice.  After laying out
the essential elements and key players in the restructuring
process, the authors get down to the nitty gritty of navigating a
distressed company through reorganization.  They realistically
assess the challenges that an executive should expect to face in
Chapter 11.  They discuss how to assuage and balance the concerns
of employees and key vendors, address the inevitable creditor
dissatisfaction with executive compensation, deal with members of
their professional team and work effectively as an executive whose
actions will be constantly scrutinized and second-guessed.  The
authors also provide the cautionary note that "executives
preparing to embark on a reorganization are usually too
preoccupied with business emergencies to think about the personal
toll that the process will exact."

One common flaw in books that try to be accessible while dealing
with technical topics is that they fall short in providing the
reader with a substantive understanding of the subject matter.
The Executive Guide to Corporate Bankruptcy avoids this pitfall.
The book's fourth and fifth chapters provide in-depth analysis of
the strategic decisions and steps that should be taken during the
restructuring process.  The authors explain the importance that
venue can have a case, the intricacies of first day motions and
how to prepare for confirmation.  There is a detailed discussion
of the sale of assets during the course of a Chapter 11
restructuring and the importance of making sure that major
constituencies are a part of the decision-making process.  They
also walk the reader through the specifics of a plan of a
reorganization, explaining the dynamics of the negotiation
process, especially how to understand and appreciate the needs of
your constituents and how to get a plan confirmed.

The icing on the cake for this book is the excellent appendix.
The final section of the book includes a user-friendly glossary of
commonly used bankruptcy terms and a reorganization timeline.  It
also includes sample documents such as debtor-in-possession (DIP)
financing agreements, operating reports, first day motions and
orders, management severance agreements, and more.  The summary of
management incentive stock plans implemented in recent
restructuring transactions is particularly informative.

This is a terrific book.  While geared to the non-lawyer
executive, it will also be a useful resource for any lawyer who
wants to gain practical familiarity with the bankruptcy process.
This should be a best seller in today's environment, though it may
need to be delivered to most executives in a brown paper wrapper.


                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Philline Reluya, Ronald C. Sy, Joel Anthony G.
Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2011.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


                  *** End of Transmission ***