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         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, March 22, 2012, Vol. 16, No. 81

                            Headlines

1421 WESTERN: Case Summary & 3 Largest Unsecured Creditors
26 ST. JOHN'S: Case Summary & Largest Unsecured Creditor
3210 RIVERDALE DEVELOPMENT: Files for Chapter 11 to Stop Sale
3210 RIVERDALE: Voluntary Chapter 11 Case Summary
785 PARTNERS: Manhattan Building Worth $91.7 Million

ACME SECURITY: Case Summary & 20 Largest Unsecured Creditors
AHERN RENTALS: Committee Can Hire Downey Brand as Nevada Counsel
AHERN RENTALS: Committee Can Hire FTI Consulting as Fin'l Advisor
AHERN RENTALS: Committee Has OK to Hire Covington as Attorneys
AL-HAKIM CORPORATION: Voluntary Chapter 11 Case Summary

ALERE INC: Moody's Assigns 'Ba3' Rating to $200MM Sr. Sec. Loan
ALEXANDER GALLO: Wins Confirmation of Liquidating Plan
ALL PAPER: Case Summary & 14 Largest Unsecured Creditors
AMERICAN APPAREL: Lion/Hollywood Hikes Stake to 17%
AMERICAN WEST: Has Court's Nod to Hire Garden City as Claims Agent

APPLIED MINERALS: Delays Form 10-K Due to Time Constraints
ARAMARK HOLDINGS: Fitch Affirms LT Issuer Default Rating at 'B'
ARCAPITA BANK: Asks Court to Bar Creditors' Enforcement Actions
ASHEVILLE CRANE: Case Summary & 8 Largest Unsecured Creditors
ATLANTIS OF JACKSONVILLE: Taps Bryan K. Mickler as Counsel

ATLANTIS OF JACKSONVILLE: Seeks Mediation for Mortgage Dispute
ATLANTIS OF JACKSONVILLE: Sec. 341(a) Meeting Set for April 25
AVEOS FLEET: Closure Won't Impact Air Canada Operations
AWAL BANK: Court Grants Charles Russell's Plea for Case Dismissal
BAKERSFIELD GROVE: Sec. 341(a) Meeting Set for April 19

BANKATLANTIC BANCORP: Restructures BB&T Pact to Get Deal Done
BIOFUEL ENERGY: Incurs $10.3 Million Net Loss in 2011
BIOZONE PHARMACEUTICALS: Sells $1 Million 10% Sr. Conv. Notes
BOOMERANG SYSTEMS: Amends $11.6 Million Conv. Notes Due 2016
BROWNIE'S MARINE: Issues 9.6-Mil. Shares as D&O's Compensation

BROWNIE'S MARINE: Signs Asset Purchase Pact with Florida Dive
BUILDERS FIRSTSOURCE: Warburg Pincus Holds 25.5% Equity Stake
CAESARS ENTERTAINMENT: Bank Debt Trades at 9% Off
CANAL CAPITAL: Delays Form 10-K as Audit Still Ongoing
CANO PETROLEUM: Has Interim Access to Cash Collateral

CANO PETROLEUM: Seeks Court Approval of Bid Procedures
CANO PETROLEUM: Lender Sec. 341(a) Meeting Scheduled for April 5
CANO PETROLEUM: Files Amended List of Largest Unsecured Creditors
CC, LLC: Case Summary & 20 Largest Unsecured Creditors
CHARLIE'S NORTH: Case Summary & 7 Largest Unsecured Creditors

CHEF SOLUTIONS: Plan Heading to Creditors for Voting
CIRCLE STAR: Incurs $2 Million Net Loss in Jan. 31 Quarter
CLEAR CHANNEL: Completes Sale of $2.2BB Sr. Subordinates Notes
CLIFFS CLUB: Golf and Tennis Clubs Set for April 23 Auction
COACH AMERICA: Secures Final Financing Approval

CORNELL CORPORATION: Voluntary Chapter 11 Case Summary
CROSS BORDER: Incurs $1.2 Million Net Loss in 2011
CRYSTALLEX INTERNATIONAL: Adopts New Shareholder Rights Plan
DELPHI CORP: Moody's Upgrades Corporate Family Rating to 'Ba1'
DETROIT, MI: Moody's Downgrades GOULT Debt Rating to 'B2'

DEX MEDIA EAST: Bank Debt Trades at 49% Off in Secondary Market
DEX MEDIA WEST: Bank Debt Trades at 39% Off in Secondary Market
DIAMOND FOODS: Talking to P/E Firms for Sale of Minority Stake
DRINKS AMERICAS: Reports $182,992 Net Income in Jan. 31 Quarter
DRYSHIPS INC: Incurs US$47.3 Million Net Loss in 2011

DUFFIE PROPERTIES: Voluntary Chapter 11 Case Summary
EASTMAN KODAK: Apple Fails in Bid to Pursue Patent Suit
EASTMAN KODAK: Wells Fargo Added as Co-Collateral Agent
ECOSPHERE TECHNOLOGIES: Incurs $5.8 Million Net Loss in 2011
ELEPHANT TALK: Delays 2011 Annual Report

ELIHO ENERGY: Case Summary & 24 Largest Unsecured Creditors
EOS PREFERRED: Board Unanimously Approves Company Dissolution
FAIRFAX FINANCIAL: Fitch Rates New C$200-Mil. Serie K Shares 'BB'
FENTURA FINANCIAL: Incurs $1.5 Million Net Loss in 2011
FILENE'S BASEMENT: Has Until May 30 to Decide on Leases

FILENE'S BASEMENT: Wants Plan Filing Deadline Moved to April 10
FLORES & FOLEY: Case Summary & 20 Largest Unsecured Creditors
FORCE FUELS: Delays Form 10-Q for Jan. 31 Quarter
FULLER BRUSH: Lists $800,000 in Critical Vendor Claims
FULLER BRUSH: U.S. Trustee Forms 3-Member Creditors Committee

GAC STORAGE: Exclusive Period to File Plan Extended to May 4
GAC STORAGE: Can Use Wells Fargo Cash Collateral Until March 24
GALP WATERS: Can Use Ballinteer Cash Collateral Until April 30
GALP HIGHCROSS: Can Use Ballinteer Cash Collateral Until April 30
GATEHOUSE MEDIA: Bank Debt Trades at 71% Off in Secondary Market

GATEWAY METRO: Wants Plan Solicitation Exclusivity Until July 6
GENTA INC: Has 2.02 Billion Outstanding Common Shares
GLOBAL SHIP: Reports $10.8 Million Net Income in Fourth Quarter
GOOD SAM: Reports $3.9 Million Net Income in Full Year 2011
GMX RESOURCES: Board Approves Amended 2008 LTIP

GRANITE DELLS: Lender Disputes Stinson Morrison Engagement
GRANITE DELLS: Lender Doesn't Consent to Cash Use
GRANITE DELLS: Section 341(a) Meeting Scheduled for April 17
GREEN AND BARR: Voluntary Chapter 11 Case Summary
HAYDEL PROPERTIES: Wants to Use Cash Collateral to Pay for Taxes

HAYDEL PROPERTIES: Taps Patrick Sheehan as General Counsel
HAYDEL PROPERTIES: Can Hire Robert Gambrell as Counsel
HOSTESS BRANDS: Says Union Contract Already Expired
HUGHES TELEMATICS: Incurs $85.3 Million Net Loss in 2011
IMPLANT SCIENCES: Stockholders OK Amendment to 2004 Stock Plan

INOVA TECHNOLOGY: Delays Form 10-Q for Oct. 31 Quarter
JEFFERSON COUNTY, AL: Bondholders Appeal Bankruptcy Eligibility
JEWISH COMMUNITY: Court OKs Bederson & Company as Accountant
KENTUCKIANA MEDICAL: To Present Plan for Approval April 25
KMC REAL ESTATE: RL BB Wants Disclosure Statement Denied

LEE ENTERPRISES: Bank Debt Trades at 21% Off in Secondary Market
LI-ON MOTORS: Delays Form 10-Q for 2nd Quarter Fiscal 2012
LODGENET INTERACTIVE: Incurs $631,000 Net Loss in 2011
MAKENA GREAT: Can Use Wells Fargo Cash Collateral Until March 24
MAKENA GREAT: Wants May 1 Deadline to File Chapter 11 Plans

MF GLOBAL: Ch.11 Trustee to Have $17-Mil. as of March 2
MF GLOBAL: Ch. 11 Trustee Wants Until April 18 to File Schedules
MF GLOBAL: Judge Denies Sec. 523 Administration of Cases
MICHAEL'S STORES: Reports $97 Million Net Income in 4th Quarter
MODERN CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors

MONARCH MANAGEMENT: Case Summary & 11 Largest Unsecured Creditors
MONEY TREE: Court Forms Omnibus Committee of Unsecured Creditors
MORRIS TIRE: Case Summary & 17 Largest Unsecured Creditors
MPG OFFICE: Files 2011 Form 10-K, Incurs $98.2 Million Net Loss
NEVADA CANCER: Can Hire Meade & Roach to Handle CMS and HHS Issue

NEVADA CANCER: Gets Nod to Hire HelixIP as Patent Counsel
NEXSTAR BROADCASTING: Files Form 10-K, Incurs $11.9MM Net Loss
NORTEL NETWORKS: Fails to Throw Out Every Claim by Affiliates
NORTHCORE TECHNOLOGIES: To Release 2011 Results on March 21
OP REALTY: Case Summary & 14 Largest Unsecured Creditors

OXYSURE SYSTEMS: Has Supplier Agreement with W.W. Grainger
PINNACLE AIRLINES: Delays Form 10-K Due to Restructuring Efforts
PLY GEM HOLDINGS: Incurs $84.5 Million Net Loss in 2011
QUANTUM FUEL: Has $14.6 Million Underwritten Public Offering
REAL ESTATE ASSOC: Has No Investment Remaining in Birch Manor

RLD INC: Wants to Hire Mikel Bryan as Special Counsel
SAHARA TOWNE: Bank Lender Doesn't Consent to Cash Use
SAHARA TOWNE: Sec. 341(a) Creditors' Meeting Set for April 19
SFVA INC: Committee Taps Whiteford Taylor as Attorneys
SFVA INC: Obtains Final Approval to Use Cash Collateral

SOUTHERN FOREST: Files for Chapter 11 in Dothan, Alabama
SOUTHERN FOREST: Case Summary & 8 Largest Unsecured Creditors
SRIM HRIM: Case Summary & 10 Largest Unsecured Creditors
STRATEGIC AMERICAN: Delays Form 10-Q for Jan. 31 Quarter
STYRON CORP: Bank Debt Trades at 11% Off in Secondary Market

T3 MOTION: In Search of New Chief Executive Officer
TASC INC: Moody's Lowers Corporate Family Rating to 'B2'
TAXMASTERS INC: Voluntary Chapter 11 Case Summary
THUMB OILSEED: Case Summary & 20 Largest Unsecured Creditors
TRIAD GUARANTY: Incurs $107.77 Million Net Loss in 2011

TRIBUNE CO: Supplemental Disclosures Hearing Reset to March 30
TRIBUNE CO: Proposes Procedures for FCC Compliance
TRIDENT MICROSYSTEMS: Nails Down $22 Million Offer for TV Business
TUCSON ELECTRIC: Fitch Keeps 'BB+' Issuer Default Rating
TOWERCO II: Moody's Affirms 'B1' Corporate Family Rating

TRAVELPORT INC: Bank Debt Trades at 12% Off in Secondary Market
TRIBUNE CO: Bank Debt Trades at 33% Off in Secondary Market
TXU CORP: Bank Debt Trades at 43% Off in Secondary Market
TXU CORP: Bank Debt Trades at 38% Off in Secondary Market
UNIGENE LABORATORIES: Appoints David Moskowitz as CFO

UNIGENE LABORATORIES: Owns 16% of Tarsa Capital Stock
UNIGENE LABORATORIES: Files 2011 Form 10-K; Incurs $17.9MM Loss
USG CORP: William Kelley Resigns as VP and Controller
WARNER MUSIC: Has $915 Million Senior Notes Exchange Offers
WATERLOO RESTAURANT: Hires Rochelle McCullough as Counsel

WATERLOO RESTAURANT: Designates Capital Insight's Giardina as CRO
WATERLOO RESTAURANT: Section 341(a) Meeting Scheduled for April 11
WAVE SYSTEMS: Delays Form 10-K for Year 2011 Due to Errors
WESTMORELAND COAL: Thomas Coffey to Retire as Director
WILLIAMS COS: Fitch Affirms Rating on Subord. Debentures at 'BB'

WINCHESTER ESTATES: Case Summary & 5 Largest Unsecured Creditors
WSG TRACE: Case Summary & 8 Largest Unsecured Creditors
YRC WORLDWIDE: Paul Liljegren Resigns from All Positions
ZOO ENTERTAINMENT: David Smith Holds 70.9% Equity Stake
ZOO ENTERTAINMENT: Has $4.4 Million Loan Pact with MMB Holdings

* Junk Companies' Liquidity Remains Steady in Mid-March
* Lehman Brothers Makes Up 91% of All February Claims Trading

* Recent Small-Dollar & Individual Chapter 11 Filings

                            *********

1421 WESTERN: Case Summary & 3 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: 1421 Western Ave., Inc.
        1417 South Western Avenue
        Los Angeles, CA 90006

Bankruptcy Case No.: 12-19796

Chapter 11 Petition Date: March 19, 2012

Court: U.S. Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Robert N. Kwan

Debtor's Counsel: Michael Jay Berger, Esq.
                  LAW OFFICES OF MICHAEL JAY BERGER
                  9454 Wilshire Boulevard, 6th Floor
                  Beverly Hills, CA 90212-2929
                  Tel: (310) 271-6223
                  Fax: (310) 271-9805
                  E-mail: michael.berger@bankruptcypower.com

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

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

The Company's list of its three largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/cacb12-19796.pdf

The petition was signed by Ted Kim, president.


26 ST. JOHN'S: Case Summary & Largest Unsecured Creditor
--------------------------------------------------------
Debtor: 26 St. John's Place Holdings, LLC
        c/o Paul Rosenblit
        3433 East Bay Court
        Merrick, NY 11566

Bankruptcy Case No.: 12-71625

Chapter 11 Petition Date: March 19, 2012

Court: U.S. Bankruptcy Court
       Eastern District of New York (Central Islip)

Judge: Robert E. Grossman

Debtor's Counsel: Fred S. Kantrow, Esq.
                  THE LAW OFFICES OF AVRUM J. ROSEN, PLLC
                  38 New Street
                  Huntington, NY 11743
                  Tel: (631) 423-8527
                  Fax: (631) 423-4536
                  E-mail: fkantrow@avrumrosenlaw.com

Scheduled Assets: $1,720,000

Scheduled Liabilities: $2,698,736

The petition was signed by Jay Scharf, member.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Paul Roseblit                         11-77509            10/24/11

The Company's list of its largest unsecured creditors filed with
the petition contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
28 St. John's Place, Inc.          Loan                 $1,298,736
C/O DeRose & Surico
213 44 38th Avenue
Bayside, NY 11361


3210 RIVERDALE DEVELOPMENT: Files for Chapter 11 to Stop Sale
-------------------------------------------------------------
Bronx, New York-based 3210 Riverdale Development LLC filed a bare-
bones Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-11109) in
Manhattan on March 20, 2012, estimating assets and debts of
$10 million to $50 million.

The Chapter 11 filing stays an auction scheduled by the secured
lender.  At the behest of HSBC Capital (USA) Inc., administrative
lender, New York auctioneer Sheldon Good & Company was set to
conduct a public auction March 21 of 100% of the limited liability
company interests in 3210 Riverdale, pledged by the Debtor to the
lenders.

3210 Riverdale owns certain real property and improvements located
at 3210 Riverdale Ave., 3217 Irwin Ave., and 3219 Irwin Ave., in
Bronx, New York.

Judge James M. Peck presides over the bankruptcy case.

According to the docket, the schedules of assets and liabilities
and statement of financial affairs are due April 3, 2012.  The
Chapter 11 plan and explanatory disclosure statement are due by
July 18, 2012.  Initial case conference is due by April 19.

The Law Offices of Mark J. Friedman P.C., represents the Debtor.

Riemer & Braunstein LLP, in New York, represented HSBC Capital in
the proposed sale.


3210 RIVERDALE: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: 3210 Riverdale Development LLC
        3210 Riverdale Avenue
        Bronx, NY 10463

Bankruptcy Case No.: 12-11109

Chapter 11 Petition Date: March 20, 2012

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

Debtor's Counsel: Mark J. Friedman, Esq.
                  THE LAW OFFICES OF MARK J. FRIEDMAN P.C.
                  66 Split Rock Road
                  Syosset, NY 11791
                  Tel: (516) 653-2480
                  Fax: (516) 653-2481
                  E-mail: mfriedman@friedmanpc.com

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

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

The Company's list of its largest unsecured creditors filed with
the petition does not contain any entry.

The petition was signed by Michael Waldman, managing member.


785 PARTNERS: Manhattan Building Worth $91.7 Million
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. Bankruptcy Judge Stuart M. Bernstein ruled that
the 43-story glass-clad condominium building at 785 Eighth Avenue
and 48th Street in Manhattan is worth $91.7 million as a rental.
The expert for the lender said the building is worth $70.3 million
as a rental and $76.4 million as a condominium.  The owner's
expert testified that the project is worth $103 million as a
rental and $93.3 million as a condominium.  Judge Bernstein
decided ultimately that the highest and best use is as rental
property.  The value as a rental is $91.7 million, according to
the 21-page opinion filed March 20, available at
http://is.gd/dmiVgHfrom Leagle.com.

According to the report, disputes between the owner and secured
lender over the appraisal of the property held up confirmation of
a plan present for approval in January.  The owner's plan would
give First Manhattan full payment from a five-year note for $73.9
million that would pay interest only in the first year, with
amortization on a 30-year schedule kicking in the second year.
Unsecured creditors also would be paid in full.

First Manhattan was seeking permission from the court to file a
competing plan.  Under the competing plan, the lender would take
ownership in exchange for the $103 million claim it filed; and
unsecured creditors still would be paid in full.

                      About 785 Partners LLC

785 Partners LLC owns a 43-story building on 785 Eighth Avenue,
New York.  The developer intended to sell 122 condominium units,
but it failed to obtain the requisite condominium approvals from
the New York State Attorney General.

785 Partners is owned 98.75% by 8 Avenue and 48th Street
Development LLC.  The remaining membership interests are held by
Esplanade Tower Corporation -- its managing member, the holder of
a 1% membership interest, and a wholly-owned subsidiary of 8
Avenue -- and Esplanade 8th Avenue LLC -- holder of a passive
0.25% membership interest.

The Company obtained $84 million of secured financing in January
2007 from PB Capital Corporation, and TD Bank, N.A.  First
Manhattan later bought the secured claim and says the claim has
risen to $101 million, which is higher than the market value of
the property.

785 Partners filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No.
11-13702) on Aug. 3, 2011.  Sheldon I. Hirshon, Esq., Craig A.
Damast, Esq., and Lawrence S. Elbaum, Esq., at Proskauer Rose LLP,
in New York, represent the Debtor as counsel.  Weitzman Group Inc.
serves as real estate and financial consultant.

In its schedules, the Debtor disclosed $106,000,000 in assets and
$95,467,612 in liabilities, all secured.

Attorneys for First Manhattan Developments REIT are Silverman
Acampora LLP and Schiff Hardin, LLP.

On Dec. 14, 2011, the Bankruptcy Court approved the adequacy of
the Second Amended Disclosure Statement for the Third Amended Plan
of Reorganization filed in the Chapter 11 case of 785 Partners.
Terms of the Plan were reported in the Jan. 13, 2012, Nov. 10,
2011, and Oct. 24, 2011 editions of the Troubled Company Reporter.
Holders of allowed general unsecured claims will be paid in full,
in cash, under the plan.  Old membership interests will be
canceled and extinguished.  8 Avenue will receive 63.75% of the
new membership interests, Tower will receive 1.00%, and Esplanade
will receive 0.25%.


ACME SECURITY: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: ACME Security, Inc.
        4451 Atlanta Road, #136
        Smyrna, GA 30080

Bankruptcy Case No.: 12-57103

Chapter 11 Petition Date: March 16, 2012

Court: U.S. Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: Edward F. Danowitz, Jr., Esq.
                  DANOWITZ & ASSOCIATES, P.C.
                  300 Galleria Parkway, NW, Suite 960
                  Atlanta, GA 30339
                  Tel: (770) 933-0960
                  E-mail: edanowitz@danowitzlegal.com

Scheduled Assets: $136,873

Scheduled Liabilities: $1,022,836

The Company's list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/ganb12-57103.pdf

The petition was signed by Mike Hassebrock, CEO.


AHERN RENTALS: Committee Can Hire Downey Brand as Nevada Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Ahern Rentals,
Inc., has obtained authorization from the Hon. Bruce T. Beesley of
the U.S. Bankruptcy Court for the District of Nevada to retain
Downey Brand LLP as local Nevada counsel.

As reported by the Troubled Company Reporter on Feb. 24, 2012,
Downey Brand agreed to provide the Committee: advice on Nevada law
and local practice; representation before the Bankruptcy Court in
Nevada; assistance with preparation and filing of Bankruptcy Court
documents; and other services as may be requested by the
Committee.  The firm's Sallie B. Armstrong, Esq., and Michelle N.
Kazmar, Esq., will be primarily responsible for performing
services for the Committee.

                        About Ahern Rentals

Founded in 1953 with one location in Las Vegas, Nevada, Ahern
Rentals Inc. -- http://www.ahern.com/-- now offers rental
equipment to customers through its 74 locations in Arizona,
Arkansas, California, Colorado, Georgia, Kansas, Maryland,
Nebraska, Nevada, New Jersey, New Mexico, North Carolina, North
Dakota, Oklahoma, Oregon, Pennsylvania, South Carolina, Tennessee,
Texas, Utah, Virginia and Washington.

Ahern Rentals filed a voluntary Chapter 11 petition (Bankr. D.
Nev. Case No. 11-53860) on Dec. 22, 2011, after failing to obtain
an extension of the Aug. 21, 2011 maturity of its revolving credit
facility.  Judge Bruce T. Beesley presides over the case.  Lawyers
at Gordon Silver serve as the Debtor's counsel.  The Debtor's
financial advisors are Oppenheimer & Co. and The Seaport Group.
Kurtzman Carson Consultants LLC serves as claims and notice agent.

Counsel to Bank of America, as the DIP Agent and First Lien Agent,
are Albert M. Fenster, Esq., and Marc D. Rosenberg, Esq., at Kaye
Scholer LLP, and Robert R. Kinas, Esq., at Snell & Wilmer.
Attorneys for the Majority Term Lenders are Paul Aronzon, Esq.,
and Robert Jay Moore, Esq., at Milbank, Tweed, Hadley & McCloy
LLP.  Counsel for the Majority Second Lienholder are Paul V.
Shalhoub, Esq., Joseph G. Minias, Esq., and Ana M. Alfonso, Esq.,
at Willkie Farr & Gallagher LLP.  Attorney for GE Capital is James
E. Van Horn, Esq., at McGuirewoods LLP.  Wells Fargo Bank is
represented by Andrew M. Kramer, Esq., at Otterbourg, Steindler,
Houston & Rosen, P.C.  Allan S. Brilliant, Esq., and Glenn E.
Siegel, Esq., at Dechert LLP argue for certain revolving lenders.

Attorneys for U.S. Bank National Association, as successor to
Wells Fargo Bank, as collateral agent and trustee for the benefit
of holders of the 9-1/4% Senior Secured Notes Due 2013 under the
Indenture dated Aug. 18, 2005, is Kyle Mathews, Esq., at Sheppard,
Mullin, Richter & Hampton LLP and Timothy Lukas, Esq., at Holland
& Hart.

In its schedules, the Debtor disclosed $485,807,117 in assets and
$649,919,474 in liabilities.

The Official Committee of Unsecured Creditors has tapped Covington
& Burling LLP as counsel, Downey Brand LLP as local counsel, and
FTI Consulting as financial advisor.


AHERN RENTALS: Committee Can Hire FTI Consulting as Fin'l Advisor
-----------------------------------------------------------------
Ahern Rentals Inc.'s Official Committee of Unsecured Creditors
obtained permission from the Hon. Bruce T. Beesley of the U.S.
Bankruptcy Court for the District of Nevada to retain FTI
Consulting, Inc., as financial advisor, effective as of Jan. 10,
2012.

As reported by the Troubled Company Reporter on Feb. 2, 2012, FTI
will provide consulting and advisory services to the Committee and
its legal advisor in the course of the Chapter 11 case, including,
but not limited to, assistance in the review of financial-related
disclosures of the Debtor, assistance with respect to the proposed
DIP financing; and assistance in the review and preparation of
information and analysis necessary for the confirmation of a
Chapter 11 plan.

                        About Ahern Rentals

Founded in 1953 with one location in Las Vegas, Nevada, Ahern
Rentals Inc. -- http://www.ahern.com/-- now offers rental
equipment to customers through its 74 locations in Arizona,
Arkansas, California, Colorado, Georgia, Kansas, Maryland,
Nebraska, Nevada, New Jersey, New Mexico, North Carolina, North
Dakota, Oklahoma, Oregon, Pennsylvania, South Carolina, Tennessee,
Texas, Utah, Virginia and Washington.

Ahern Rentals filed a voluntary Chapter 11 petition (Bankr. D.
Nev. Case No. 11-53860) on Dec. 22, 2011, after failing to obtain
an extension of the Aug. 21, 2011 maturity of its revolving credit
facility.  Judge Bruce T. Beesley presides over the case.  Lawyers
at Gordon Silver serve as the Debtor's counsel.  The Debtor's
financial advisors are Oppenheimer & Co. and The Seaport Group.
Kurtzman Carson Consultants LLC serves as claims and notice agent.

Counsel to Bank of America, as the DIP Agent and First Lien Agent,
are Albert M. Fenster, Esq., and Marc D. Rosenberg, Esq., at Kaye
Scholer LLP, and Robert R. Kinas, Esq., at Snell & Wilmer.
Attorneys for the Majority Term Lenders are Paul Aronzon, Esq.,
and Robert Jay Moore, Esq., at Milbank, Tweed, Hadley & McCloy
LLP.  Counsel for the Majority Second Lienholder are Paul V.
Shalhoub, Esq., Joseph G. Minias, Esq., and Ana M. Alfonso, Esq.,
at Willkie Farr & Gallagher LLP.  Attorney for GE Capital is James
E. Van Horn, Esq., at McGuirewoods LLP.  Wells Fargo Bank is
represented by Andrew M. Kramer, Esq., at Otterbourg, Steindler,
Houston & Rosen, P.C.  Allan S. Brilliant, Esq., and Glenn E.
Siegel, Esq., at Dechert LLP argue for certain revolving lenders.

Attorneys for U.S. Bank National Association, as successor to
Wells Fargo Bank, as collateral agent and trustee for the benefit
of holders of the 9-1/4% Senior Secured Notes Due 2013 under the
Indenture dated Aug. 18, 2005, is Kyle Mathews, Esq., at Sheppard,
Mullin, Richter & Hampton LLP and Timothy Lukas, Esq., at Holland
& Hart.

In its schedules, the Debtor disclosed $485,807,117 in assets and
$649,919,474 in liabilities.

The Official Committee of Unsecured Creditors has tapped Covington
& Burling LLP as counsel, Downey Brand LLP as local counsel, and
FTI Consulting as financial advisor.


AHERN RENTALS: Committee Has OK to Hire Covington as Attorneys
--------------------------------------------------------------
The Hon. Bruce T. Beesley of the U.S. Bankruptcy Court for the
District of Nevada granted the Official Committee of Unsecured
Creditors formed in Ahern Rentals Inc.'s Chapter 11 case
permission to retain Covington & Burling LLP as counsel, nunc pro
tunc to Jan. 9, 2012.

As reported by the Troubled Company Reporter on Feb. 2, 2012, the
professional services that Covington will render to the Committee
include legal advice and assistance in connection with the
Committee's powers and duties, the administration of the Debtor's
estates, and the Committee's investigation of the acts and conduct
of the Debtor.

                        About Ahern Rentals

Founded in 1953 with one location in Las Vegas, Nevada, Ahern
Rentals Inc. -- http://www.ahern.com/-- now offers rental
equipment to customers through its 74 locations in Arizona,
Arkansas, California, Colorado, Georgia, Kansas, Maryland,
Nebraska, Nevada, New Jersey, New Mexico, North Carolina, North
Dakota, Oklahoma, Oregon, Pennsylvania, South Carolina, Tennessee,
Texas, Utah, Virginia and Washington.

Ahern Rentals filed a voluntary Chapter 11 petition (Bankr. D.
Nev. Case No. 11-53860) on Dec. 22, 2011, after failing to obtain
an extension of the Aug. 21, 2011 maturity of its revolving credit
facility.  Judge Bruce T. Beesley presides over the case.  Lawyers
at Gordon Silver serve as the Debtor's counsel.  The Debtor's
financial advisors are Oppenheimer & Co. and The Seaport Group.
Kurtzman Carson Consultants LLC serves as claims and notice agent.

Counsel to Bank of America, as the DIP Agent and First Lien Agent,
are Albert M. Fenster, Esq., and Marc D. Rosenberg, Esq., at Kaye
Scholer LLP, and Robert R. Kinas, Esq., at Snell & Wilmer.
Attorneys for the Majority Term Lenders are Paul Aronzon, Esq.,
and Robert Jay Moore, Esq., at Milbank, Tweed, Hadley & McCloy
LLP.  Counsel for the Majority Second Lienholder are Paul V.
Shalhoub, Esq., Joseph G. Minias, Esq., and Ana M. Alfonso, Esq.,
at Willkie Farr & Gallagher LLP.  Attorney for GE Capital is James
E. Van Horn, Esq., at McGuirewoods LLP.  Wells Fargo Bank is
represented by Andrew M. Kramer, Esq., at Otterbourg, Steindler,
Houston & Rosen, P.C.  Allan S. Brilliant, Esq., and Glenn E.
Siegel, Esq., at Dechert LLP argue for certain revolving lenders.

Attorneys for U.S. Bank National Association, as successor to
Wells Fargo Bank, as collateral agent and trustee for the benefit
of holders of the 9-1/4% Senior Secured Notes Due 2013 under the
Indenture dated Aug. 18, 2005, is Kyle Mathews, Esq., at Sheppard,
Mullin, Richter & Hampton LLP and Timothy Lukas, Esq., at Holland
& Hart.

In its schedules, the Debtor disclosed $485,807,117 in assets and
$649,919,474 in liabilities.

The Official Committee of Unsecured Creditors has tapped Covington
& Burling LLP as counsel, Downey Brand LLP as local counsel, and
FTI Consulting as financial advisor.


AL-HAKIM CORPORATION: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Al-Hakim Corporation
        17720 W. Warren
        Detroit, MI 48228

Bankruptcy Case No.: 12-46544

Chapter 11 Petition Date: March 16, 2012

Court: United States Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Thomas J. Tucker

Debtor's Counsel: Robert N. Bassel, Esq.
                  P.O. Box T
                  Clinton, MI 49236
                  Tel: (248) 677-1234
                  Fax: (248) 369-4749
                  E-mail: bbassel@gmail.com

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

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

A list of the Company's XX largest unsecured creditors filed
together with the petition is available for free at

The petition was signed by Steve Hakim, principal.


ALERE INC: Moody's Assigns 'Ba3' Rating to $200MM Sr. Sec. Loan
---------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Alere, Inc.'s
$200 million senior secured term loan B-2 add-on due 2017. Moody's
also affirmed the Corporate Family and Probability of Default
Ratings at B1. The rating outlook is stable.

Moody's understands that proceeds in combination with about $75
million of available cash will be used for the acquisition of
eScreen for approximately $270 million. eScreen is a technology
firm specializes in toxicology screening and employee health
products and service. The purchase price is $270 million and
expected to close around the end of March 2012.

Following is a summary of Moody's rating actions.

Alere, Inc.

Rating Assigned:

$200 million senior secured term loan B-2 due 2017 at Ba3 (LGD 3,
32%)

Ratings affirmed/LGD Assessments Revised:

Corporate Family Rating at B1

Probability of Default Rating at B1

$250 million senior secured revolver expiring 2016 at Ba3 (LGD 3,
32%) from (LGD 3, 31%)

$917 million senior secured term loan A due 2016 at Ba3 (LGD 3,
32%) from (LGD 3, 31%)

$923 million senior secured term loan B due 2017 at Ba3 (LGD 3,
32%) from (LGD 3, 31%)

$250 million senior secured term loan B-1 due 2017 at Ba3 (LGD 3,
32%) from (LGD 3, 31%)

$250 million senior unsecured notes due 2016 at B2 (LGD 5, 76%)
from (LGD 5, 73%)

$400 million senior subordinated notes due 2018 at B3 (LGD 5, 88%)
from (LGD 5, 87%)

$400 million senior subordinated notes due 2016 at B3 (LGD 5, 88%)
from (LGD 5, 87%)

Senior secured shelf ratings at (P)Ba3

Senior unsecured shelf ratings at (P)B2

Subordinate shelf ratings at (P)B3

Preferred shelf ratings at (P)Caa1

Speculative Grade Liquidity Rating at SGL-1

RATINGS RATIONALE

Alere's B1 rating is constrained by its relatively high leverage
in the context of an acquisitive growth strategy alongside share
repurchases, ongoing reimbursement pressures on healthcare
providers and technological risk inherent in the highly
competitive medical diagnostics industry. Furthermore, although
clearly diversifying, the strategic rationale for Alere's recent
expansion in health management remains unproven and has been
challenging over the past year with the lost of a number of
accounts.

Nevertheless, the ratings are supported by its strong competitive
position within the point-of-care diagnostic tools market, as well
as its solid cash flow generation. The ratings are further
supported by the company's diverse product offering, and a track
record of technological innovation, which positions the company
well to serve hospitals and other healthcare providers.

The stable ratings outlook reflects the company's healthy pipeline
of consumer and diagnostic products and the potential for
continued margin expansion associated with new products and
ongoing efficiency initiatives. The stable outlook incorporates
the assumption that while Alere may incur additional indebtedness
to pursue acquisitions, pro forma adjusted leverage is expected to
be in the 5.0 times range by the end of fiscal 2012.

The ratings could face pressure if Alere's adjusted debt to EBITDA
were to exceed 5.5 times or free cash flow to adjusted debt were
to fall below 5% for a sustained period. Use of incremental debt
in future acquisitions, lower than expected EBITDA, dividend
payments or increased debt-financed stock buyback activities which
bring pro forma metrics to these levels could result in a
downgrade.

Given the company's increased leverage levels and acquisitive
strategy, an upgrade is unlikely in the near term. However,
Moody's would consider an upgrade if the pace of acquisitions
slows considerably from past levels and the company's adjusted
debt to EBITDA declines below 4.0 times and free cash flow to debt
remains at or above 10% on a sustained basis.

Alere, Inc., headquartered in Waltham, Massachusetts, operates in
health management, and professional and consumer diagnostics. The
health management business includes disease management, maternity
management, and wellness. Diagnostic products focus on infectious
disease, cardiology, oncology, drugs of abuse and women's health.
Reported revenues for the twelve months ended Dec. 31, 2011 were
about $2.4 billion.

The principal methodology used in rating Alere Inc. was the Global
Medical Products & Device Industry Methodology published in
October 2009. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.


ALEXANDER GALLO: Wins Confirmation of Liquidating Plan
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Alexander Gallo Holdings LLC won the signature of the
bankruptcy judge on a March 16 confirmation order approving the
liquidating Chapter 11 plan.

Creditors holding 96% in amount of the unsecured claims voted in
favor of the plan.

As reported in Troubled Company Reporter on March 2, 2012, the
Debtors filed a Chapter 11 Plan that provides for the limited
substantive consolidation of the Debtors' estates, but solely for
the purposes of the Plan, including voting on the Plan by the
holders of claims and making any distributions to holders of
claims.  A full-text copy of the Amended Disclosure Statement is
available for free at:

   http://bankrupt.com/misc/ALEXANDER_GALLO_ds_2ndmodified.pdf

                      About Alexander Gallo

Marietta, Georgia-based Alexander Gallo Holdings LLC --
http://www.alexandergalloholdings.com-- is the largest full
service, IT-enabled court reporting and litigation support
services company in the United States.  AGH offers court
reporting, litigation support, trial software and other similar
services and has the only true national footprint in its market,
with roughly 55 offices located throughout the United States, and
a preferred provider network which serves as an extension of
Alexander Gallo's geographic reach.  Founded in 1999 by Alexander
J. Gallo, a former court reporter, AGH has made 18 acquisitions
since 2003.  Mr. Gallo has remained as CEO.

AGH, along with affiliates, filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 11-14220) on Sept. 7, 2011.
Alexander Gallo will sell the business via 11 U.S.C. Sec. 363 to
Bayside Capital Inc., which had acquired $22 million in second-
lien debt.  The price wasn't disclosed.

Alexander Gallo disclosed assets of $208 million and debt totaling
$258 million as of June 30, 2011.  Liabilities include $47 million
on a first-lien revolving credit and term loan where Wells Fargo
Bank NA is agent.  In addition to the second-lien debt held by
Bayside, there is $33 million in junior unsecured subordinated
notes owing to Harvest Equity Partners LLC plus another
$148 million in junior unsecured subordinated notes owing to
insider Gallo Holdings LLC.  As reported in the Troubled Company
Reporter on Nov. 1, 2011, the Alexander Gallo disclosed
$41,981,048 in assets and $259,153,046 in liabilities as of the
Chapter 11 filing.

Bayside provided $20 million in financing for the Chapter 11
effort.  The new loan will have a first priority lien on
unencumbered assets and a lien behind the first-lien debt.

Bankruptcy Judge Allan J. Gropper presides over the case.  Thomas
R. Califano, Esq., Jeremy R. Johnson, Esq., Esq., and Daniel G.
Egan, Esq., at DLA Piper LLP (US), in New York, serve as the
Debtors' general counsel.  Squire, Sanders & Demsey (US) LLP
serves as the Debtor's corporate counsel.  The Debtors' financial
advisor is Gordian Group, LLC.  Marc L. Pfefferle, a partner at
Carl Marks Advisory Group LLC, serves as the Debtors' chief
restructuring advisor.  Kurtzman Carson Consultants LLC serves as
the Debtor's claims agent.  KPMG LLP serves as their auditors to
provide auditing, tax compliance and tax consulting services.

In December 2011, an affiliate of Bayside completed the
acquisition of Alexander Gallo's assets.


ALL PAPER: Case Summary & 14 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: All Paper Recycling, Inc.
        435 West Industrial Street
        Le Center, MN 56057

Bankruptcy Case No.: 12-31485

Chapter 11 Petition Date: March 19, 2012

Court: United States Bankruptcy Court
       District of Minnesota (St Paul)

Judge: Gregory F. Kishel

Debtor's Counsel: Mark J. Kalla, Esq.
                  BARNES & THORNBURG LLP
                  225 S 6th Street, Suite 2800
                  Minneapolis, MN 55402
                  Tel: (612) 367-8724
                  E-mail: mark.kalla@btlaw.com

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

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

A list of the Company's 14 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/mnb12-31485.pdf

The petition was signed by Phil Wijmer, president.


AMERICAN APPAREL: Lion/Hollywood Hikes Stake to 17%
---------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Lion/Hollywood L.L.C. and its affiliates
disclosed that, as of March 13, 2012, they beneficially own
21,606,025 shares of common stock of American Apparel, Inc.,
representing 17% of the shares outstanding.  The percentage of the
class of common stock represented by the shares is based on an
aggregate of 105,645,696 shares of common stock outstanding as of
March 1, 2012.  Lion/Hollywood in April last year reported
beneficial ownership of 19,822,910 shares of common stock or 16.8%
equity stake.  A copy of the amended filing is available for free
at http://is.gd/fB0td7

                      About American Apparel

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

Amid liquidity problems and declining sales, American Apparel in
early 2011 reportedly tapped law firm Skadden, Arps, Slate,
Meagher & Flom and investment bank Rothschild Inc. for advice on a
restructuring.

In April 2011, American Apparel said it raised $14.9 million in
rescue financing from a group of investors led by Canadian
financier Michael Serruya and private equity firm Delavaco Capital
Corp., allowing the casual clothing retailer to meet obligations
to its lenders for the time being.  Under the deal, the investors
were buying 15.8 million shares of common stock at 90 cents
apiece.  The deal allows the investors to purchase additional 27.4
million shares at the same price

                        Going Concern Doubt

Marcum LLP, in New York, in its audit report on American Apparel's
financial statements for the year ended Dec. 31, 2010, expressed
substantial doubt about the Company's ability to continue as a
going concern.

The Company also reported a net loss of $28.15 million on
$389.76 million of net sales for the nine months ended Sept. 30,
2011, compared with a net loss of $67.01 million on
$389.02 million of net sales for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $323.64
million in total assets, $267.51 million in total liabilities and
$56.12 million in total stockholders' equity.

                        Bankruptcy Warning

According to the Form 10-Q for the quarter ended Sept. 30, 2011,
the Company incurred a loss from operations of $20,942 for the
nine months ended Sept. 30, 2011, compared to a loss from
operations of $38,167 for the nine months ended Sept. 30, 2010.
The current operating plan indicates that losses from operations
will be incurred for all of fiscal 2011.  Consequently, the
Company may not have sufficient liquidity necessary to sustain
operations for the next twelve months and this raises substantial
doubt that the Company will be able to continue as a going
concern.

The Company said there can be no assurance that management's plan
to improve its operating performance and financial position will
be successful or that the Company will be able to obtain
additional financing on commercially reasonable terms or at all.
As a result, the Company's liquidity and ability to timely pay its
obligations when due could be adversely affected.  Any new
financing also may be substantially dilutive to existing
stockholders and may require reductions in exercise prices or
other adjustments of the Company's existing warrants.
Furthermore, the Company's vendors and landlords may resist
renegotiation or lengthening of payment and other terms through
legal action or otherwise.  If the Company is not able to timely,
successfully or efficiently implement the strategies that it is
pursuing to improve its operating performance and financial
position, obtain alternative sources of capital or otherwise meet
its liquidity needs, the Company may need to voluntarily seek
protection under Chapter 11 of the U.S. Bankruptcy Code.


AMERICAN WEST: Has Court's Nod to Hire Garden City as Claims Agent
------------------------------------------------------------------
American West Development, Inc., sought and obtained permission
from the Hon. Mike K. Nakagawa of the U.S. Bankruptcy Court for
the District of Nevada to employ The Garden City Group, Inc., as
claims and noticing agent, effective as of March 1, 2012.

Garden City will, among other things:

           a. prepare and serve required notices in this Chapter
              11 case, including but not limited to: (i) notice to
              all creditors of the filing of the bankruptcy
              petition and of the setting of the first meeting of
              creditors; (ii) notice of the claims bar date;
              (iii) notices of objections to claim; (iv) notices
              of any hearings on a disclosure statement and
              confirmation of a plan of reorganization;
              (v) notices of judgments or orders; and (vi) notice
              of any other matters as required by the order
              retaining the claims and noticing agent;

           b. maintain an up-to-date copy of Debtor's schedules
              that list the creditors and the amounts owed, and
              maintain an accurate and up-to-date mailing list;
              and

           c. maintain an official claims register in CM/ECF and
              the claims and noticing agent's computer docketing
              system by docketing all proofs of claim on a claims
              register, including but not limited to the following
              information: (i) the name and address of the
              claimant and the agent, if an agent filed the proof
              of claim; (ii) the date received; (iii) the claim
              number assigned (CM/ECF assigns a claim number
              automatically; the assigned claim number is to be
              written on the hard copy of the claim in the lower
              right hand corner); and (iv) the amount and
              classification asserted by the claimant.

The fees to be charged by GCG in connection with this Chapter 11
case are set forth in the engagement agreement, a copy of which is
available for free at http://is.gd/sBujPV

GCG has received a $190,000 retainer from Debtor, as payment for
the Debtor's prepetition services.  About $174,500 was deemed
earned and applied to prepetition fees and expenses incurred by
GCG.  The balance of the unearned retainer is $15,500 and will be
applied to GCG's postpetition fees and expenses incurred in this
Chapter 11 case.

Angela Ferrante, Assistant Vice President of Bankruptcy Operations
at Garden City, attested that the firm is a "disinterested person"
within the meaning of section 101(14) of the Bankruptcy Code; and
does not hold or represent an interest adverse to the Debtors'
estates in connection with any matter on which GCG will be
employed.

                        About American West

American West Development, Inc. -- fdba Castlebay 1, Inc., et al.
-- is a homebuilder in Las Vegas, Nevada.  It was founded on
July 31, 1984. Initially, AWDI was known as CKC Corporation, but
shortly after its formation on Dec. 13, 1984, its name was changed
to AWDI.

AWDI filed for Chapter 11 bankruptcy protection (Bankr. D. Nev.
Case No. 12-12349) on March 1, 2012.  Judge Mike K. Nakagawa
presides over the case.  Brett A. Axelrod, Esq., and Micaela
Rustia Moore, Esq., at Fox Rothschild LLP, serve as the AWDI's
bankruptcy counsel.  Nathan A. Schultz, P.C., is AWDI's conflicts
counsel.  AWDI hired Garden City Group as its claims and notice
agent.  AWDI disclosed $56 million in total assets and
$187.9 million in total liabilities as of Jan. 31, 2012.


APPLIED MINERALS: Delays Form 10-K Due to Time Constraints
----------------------------------------------------------
The compilation, dissemination and review of the information
required to be presented in the Form 10-K for the twelve months
ended Dec. 31, 2011, has imposed time constraints that have
rendered timely filing of the Form 10-K impracticable without
undue hardship and expense to Applied Minerals, Inc.  The Company
undertakes the responsibility to file such report no later than
fifteen days after its original prescribed due date.

                      About Applied Minerals

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

As reported by the TCR on April 28, 2011, PMB Helin Donovan, LLP,
in Spokane, Washington, after auditing the Company's financial
statements for the year ended Dec. 31, 2010, expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company has an accumulated
deficit from operations and a net deficiency in working capital.

The Company reported a net loss from exploration stage before
discontinued operations of $5.60 million on $85,971 of revenue for
the nine months ended Sept. 30, 2011, compared with a net loss
from exploration stage before discontinued operations of $3.53
million on $0 of revenue for the same period a year ago.

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

The Company's balance sheet at Sept. 30, 2011, showed
$4.91 million in total assets, $4.41 million in total liabilities,
and $499,548 in total stockholders' equity.


ARAMARK HOLDINGS: Fitch Affirms LT Issuer Default Rating at 'B'
---------------------------------------------------------------
Fitch Ratings has taken several rating actions on ARAMARK Holdings
Corp. (Holdings) and ARAMARK Corp. (ARAMARK):

Fitch has upgraded the following ratings:

ARAMARK Corp. (Operating Company)

  -- Senior unsecured notes due 2012 to 'B/RR4' from 'CCC/RR6';
  -- Guaranteed senior unsecured notes due 2015 to 'B/RR4' from
     'B-/RR5'.

Fitch has simultaneously affirmed the following ratings:

ARAMARK Holdings Corp. (Parent Company)

  -- Long-term IDR at 'B';
  -- Senior unsecured notes due 2016 at 'CCC/RR6'.

ARAMARK Corp. (Operating Company)

  -- Long-term IDR at 'B';
  -- Secured bank credit facilities at 'BB/RR1'.

The Rating Outlook is Stable.

These rating actions affect $6.5 billion of total debt at Dec. 30,
2011.  ARAMARK is the obligor on $5.9 billion of this debt while
Holdings was the issuer on the remaining $600 million.

Rating Rationale and Triggers:

The upgrade of ARAMARK's senior unsecured notes is due to improved
recovery prospects.  Operating EBITDA has continued to grow since
bottoming out in fiscal 2009 and debt reduction is anticipated in
the near term.  ARAMARK intends to pay off its $250 million of 5%
notes due June 1, 2012 with FCF and, if necessary, a modest draw
on its revolver.

ARAMARK's ratings reflect its high financial leverage, proven
ability to manage through difficult operating environments, and
meaningful cash flow generation.  The firm's revenue has increased
at a 5% compound annual growth rate since 2001 to $13.1 billion at
the fiscal year ended Sept. 30, 2011.  Over the same 10-year
period, cash flow from operations has grown 4% to over $500
million annually, excluding accounting adjustments related to the
firm's $250 million accounts receivable program during 2011.
The company's credit profile is supported by its strong market
share position as a top three global provider of Food and Support
Services and as the second largest provider of Uniform and Career
Apparel in the U.S. ARAMARK's diversified customer base and the
consistently high 90% plus contract client retention rate adds
relative stability to its business.

Fitch consolidates Holdings' $600 million 8.625%/9.375% PIK toggle
notes due 2016 when calculating ARAMARK's credit statistics
because interest on the notes is expected to be serviced with cash
flow from ARAMARK.  For the latest 12-month (LTM) period ended
Dec. 30, 2011, total debt-to-operating EBITDA was 6.0 times (x)
and operating EBITDA-to-gross interest expense was 2.5x. During
the same period, funds from operations (FFO) adjusted leverage was
7.8x and FCF was $140 million.

Total debt-to-EBITDA is up from 5.8x at the fiscal year ended
Sept. 30, 2011 due to seasonal borrowings during the first quarter
of the firm's 2012 fiscal year.  LTM cash flow includes the effect
of an accounting change, beginning in the quarter ended Dec. 31,
2010, related to ARAMARK's $250 million receivables securitization
program.

Fitch expects ARAMARK's credit statistics to improve over the
near-to-intermediate term due to a combination of cash flow growth
and debt reduction.  Total debt-to-operating EBITDA is projected
to decline to the mid-5.0x range during fiscal 2012 and the low-
5.0x range by 2013.  FCF is expected to average over $200 million
annually, despite planned increases in capital spending for
investments aimed at supporting future growth and operating
efficiency.

Additional upgrades could occur if total debt-to-operating EBITDA
approximates 5.0x.  Downgrades, while not anticipated, would be
warranted if total debt-to-operating EBITDA consistently exceeds
6.0x due to incremental debt and/or materially lower cash flow.

Liquidity and Maturities:

At Dec. 30, 2011, ARAMARK had $121.9 million of cash and $394.7
million of availability under its revolving credit facilities.
The company's $165 million multi-currency expires Jan. 26, 2013
while its $500 million U.S. revolver terminates on Jan. 26, 2015.
ARAMARK's liquidity is expected to remain adequate and continues
to be supplemented by the firm's $250 million receivables
securitization facility which expires January 2013.  The facility
was fully drawn at Dec. 30, 2011.

ARAMARK has a demonstrated ability to successfully access both
bank and capital markets, despite high financial leverage.  On
Feb. 29, 2012, the firm amended its secured credit agreement and
extended the maturity date on approximately $1.2 billion of its
$3.3 billion of secured term loans.  ARAMARK's recently extended
loans are now due July 26, 2016 versus Jan. 26, 2014 but are
subject to the same springing maturity date as its previously
extended $1.4 billion of term loans due Jan. 26, 2016.  The
maturity date accelerates to Oct. 31, 2014 if any of ARAMARK's
$1.8 billion of senior unsecured notes due 2015 are outstanding at
that time.

Financial Covenants:

ARAMARK is in compliance with all of its debt covenants. The firm
is subject to a maximum consolidated secured debt financial
maintenance covenant of 4.75x through Mar. 31, 2012, 4.50x through
Mar. 31, 2013, and 4.25x through Dec. 31, 2013.  At Dec. 30, 2011,
the ratio (as defined by the firm's credit agreement) was 3.33x.
Fitch estimates that EBITDA, as defined by the credit agreement,
would have to decline roughly 30% to breach this covenant and
views the firm's consistently abundant covenant cushion
positively.

ARAMARK's ability to incur additional debt and make restricted
payments is limited by a minimum interest coverage ratio of 2.0x.
At Dec. 30, 2011, the ratio (as defined by the firm's credit
agreement) was 2.67x.  Distributions to service Holding's $600
million 8.625%/9.375% PIK toggle notes due 2016 are anticipated
but will be made in the context of restricted payment guidelines.
Holding's notes are not guaranteed by ARAMARK.


ARCAPITA BANK: Asks Court to Bar Creditors' Enforcement Actions
---------------------------------------------------------------
Arcapita Bank B.S.C.(c) and certain of its debtor-subsidiaries ask
the U.S. Bankruptcy Court in Manhattan to enter an order
enforcing, restating, and restraining any action taken in
contravention of the automatic stay and the provisions in the
Bankruptcy Code and preventing the enforcement of ipso facto
clauses against the Debtors.  Such an order, the Debtors said,
will ensure that the Debtors' operations are not disrupted by
enforcement actions or the exercise of self-help remedies
initiated by foreign creditors outside the United States.

The Debtors said they have borrowed more than $1 billion from
financial and other institutions.  While many of these
institutions have connections with the United States, man y do
not.  In addition, the Debtors have foreign operations with
potentially large numbers of foreign creditors and counterparties
to contracts who may be unaware of the global-reaching
prohibitions and restrictions of the Bankruptcy Code.  In
particular, the Foreign Creditors may be unfamiliar with the
operation of the automatic stay and other provisions of the
Bankruptcy Code, including the stay on enforcement of ipso facto
clauses.

Due to this unfamiliarity, on or after the Petition Date, certain
Foreign Creditors may attempt to seize assets located outside of
the United States to the detriment of the Debtors, their estates,
and creditors, or take other actions in contravention of the
automatic stay under section 362 of the Bankruptcy Code.  In
addition, upon learning of the Chapter 11 cases, Foreign Creditor
counterparties to unexpired leases and executory contracts may
attempt to terminate those leases or contracts due to the
commencement of the Chapter 11 cases.

                        About Arcapita Bank

Arcapita Bank B.S.C., also known as First Islamic Investment Bank
B.S.C., along with affiliates, filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 12-11076) in Manhattan on March 19,
2012.  The Debtors said they do not have the liquidity necessary
to repay a $1.1 billion syndicated unsecured facility when it
comes due on March 28, 2012.

The Debtors have tapped Gibson, Dunn & Crutcher LLP as bankruptcy
counsel, Linklaters LLP as corporate counsel, Towers & Hamlins LLP
as international counsel on Bahrain matters, Hatim S Zu'bi &
Partners as Bahrain counsel, KPMG LLP as accountants, Rothschild
Inc. and financial advisor, and GCG, Inc., as notice and claims
agent.

Founded in 1996, Arcapita is a global manager of Shari'ah-
compliant alternative investments and operates as an investment
bank.  Arcapita is not a domestic bank licensed in the United
States.  Arcapita is headquartered in Bahrain and is regulated
under an Islamic wholesale banking license issued by the Central
Bank of Bahrain.  The Arcapita Group employs 268 people and has
offices in Atlanta, London, Hong Kong and Singapore in addition to
its Bahrain headquarters.  The Arcapita Group's principal
activities include investing on its own account and providing
investment opportunities to third-party investors in conformity
with Islamic Shari'ah rules and principles.

The Arcapita Group currently has roughly $7 billion in assets
under management.  On a consolidated basis, the Arcapita Group
owns assets valued at roughly $3.06 billion and has liabilities of
roughly $2.55 billion.  The Debtors owe $96.7 million under two
secured facilities made available by Standard Chartered Bank.

Arcapita explored out-of-court restructuring scenarios.  The
Debtors, however, have been unable to achieve 100% lender consent
required to effectuate the terms of an out-of-court restructuring.

Subsequent to the Chapter 11 filing, Arcapita Investment Holdings
Limited, a wholly owned Debtor subsidiary of Arcapita in the
Cayman Islands, issued a summons seeking ancillary relief from the
Grand Court of the Cayman Islands with a view to facilitating the
Chapter 11 cases.  AIHL sought the appointment of Zolfo Cooper as
a provisional liquidator.


ASHEVILLE CRANE: Case Summary & 8 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Asheville Crane, Inc.
        1861 Smoky Park Hwy
        Candler, NC 28715

Bankruptcy Case No.: 12-10230

Chapter 11 Petition Date: March 19, 2012

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

Judge: George R. Hodges

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

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

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/ncwb12-10230.pdf

The petition was signed by Teresa K. Morris Wilson, owner.


ATLANTIS OF JACKSONVILLE: Taps Bryan K. Mickler as Counsel
----------------------------------------------------------
The Atlantis of Jacksonville Beach Inc. asks permission from the
Bankruptcy Court to employ Bryan K. Mickler as its Chapter 11
counsel.  The Debtor will look to Mr. Mickler to render general
representation and perform other legal services.

Mr. Mickler attests that he has no interest adverse to the Debtor
or the estate.

The Atlantis of Jacksonville Beach, Inc., based in Atlantic Beach,
Florida, filed for Chapter 11 bankruptcy (Bankr. M.D. Fla. Case
No. 12-01553) on March 9, 2012.

Judge Paul M. Glenn oversees the case.  Atlantis of Jacksonville
Beach scheduled $10,000,000 in assets and $6,592,590 in
liabilities.  The petition was signed by Chris Hionides,
president.

Affiliate Shoppes of Lakeside Inc. filed for Chapter 11 (Bankr.
M.D. Fla. Case. No. 10-05199) on June 15, 2010.  Neptune Beach,
Florida-based Shoppes of Lakeside holds title to and generates
income from residential and commercial buildings and unimproved
land in Duval County.  The Debtor owns 45 commercial properties
and 10 residential properties.  The Law Offices of Mickler &
Mickler represents the Debtor as counsel.  The Company disclosed
$39,894,050 in assets and $37,748,101 in liabilities.


ATLANTIS OF JACKSONVILLE: Seeks Mediation for Mortgage Dispute
--------------------------------------------------------------
The Atlantis of Jacksonville Beach Inc. proposes to refer a
mortgage dispute with Center State Bank in the Chapter 11 case to
a mortgage mediation and allow the parties to attempt to resolve
the issue through non-adversarial procedures.

The Debtor said the property at issue has significant equity due
to being an entire city block on the ocean front in Jacksonville
Beach.  The property is vested with a height restriction variance
that runs with the land in perpetuity.  The height restriction
variance will allow the property to be developed as both a
restaurant and hotel of at least 11 stories.  Other properties in
the area are restricted by zoning ordinances to a maximum height
of 35 feet.

The original lender, First Guaranty Bank, was recently overtaken
by the Federal Deposit Insurance Corp. and sold to CenterState
Bank.  The change in ownership, the Debtor said, has prevented it
from attempting to informally resolve the mortgage dispute prior
to the Chapter 11 filing.  The Debtor attempted on several
ocassions to contact the appropriate parties at the new lender
without success.

The Court will consider the request at a hearing April 12, 2012,
at 2:30 p.m.

According to the case docket, a Chapter 11 plan and Disclosure
Statement are due by July 9, 2012.

                About Atlantis of Jacksonville Beach

The Atlantis of Jacksonville Beach, Inc., based in Atlantic Beach,
Florida, filed for Chapter 11 bankruptcy (Bankr. M.D. Fla. Case
No. 12-01553) on March 9, 2012.

Judge Paul M. Glenn oversees the case.  The Law Offices of Mickler
& Mickler serves as the Debtor's counsel.

Atlantis of Jacksonville Beach scheduled $10,000,000 in assets and
$6,592,590 in liabilities.  The petition was signed by Chris
Hionides, president.

Affiliate Shoppes of Lakeside Inc. filed for Chapter 11 (Bankr.
M.D. Fla. Case. No. 10-05199) on June 15, 2010.  Neptune Beach,
Florida-based Shoppes of Lakeside holds title to and generates
income from residential and commercial buildings and unimproved
land in Duval County.  The Debtor owns 45 commercial properties
and 10 residential properties.  The Law Offices of Mickler &
Mickler represents the Debtor as counsel.  The Company disclosed
$39,894,050 in assets and $37,748,101 in liabilities.


ATLANTIS OF JACKSONVILLE: Sec. 341(a) Meeting Set for April 25
--------------------------------------------------------------
The United States Trustee in Orlando, Florida, will convene a
meeting of creditors of Atlantis of Jacksonville Beach, Inc., on
April 25, 2012, at 12:00 p.m. at Jacksonville, FL (3-40) - Suite
1-200, 300 North Hogan St.

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

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

Proofs of claim are due in the case by July 24, 2012.

                About Atlantis of Jacksonville Beach

The Atlantis of Jacksonville Beach, Inc., based in Atlantic Beach,
Florida, filed for Chapter 11 bankruptcy (Bankr. M.D. Fla. Case
No. 12-01553) on March 9, 2012.

Judge Paul M. Glenn oversees the case.  The Law Offices of Mickler
& Mickler serves as the Debtor's counsel.

Atlantis of Jacksonville Beach scheduled $10,000,000 in assets and
$6,592,590 in liabilities.  The petition was signed by Chris
Hionides, president.

Affiliate Shoppes of Lakeside Inc. filed for Chapter 11 (Bankr.
M.D. Fla. Case. No. 10-05199) on June 15, 2010.  Neptune Beach,
Florida-based Shoppes of Lakeside holds title to and generates
income from residential and commercial buildings and unimproved
land in Duval County.  The Debtor owns 45 commercial properties
and 10 residential properties.  The Law Offices of Mickler &
Mickler represents the Debtor as counsel.  The Company disclosed
$39,894,050 in assets and $37,748,101 in liabilities.


AVEOS FLEET: Closure Won't Impact Air Canada Operations
-------------------------------------------------------
Air Canada on Wednesday assured customers that it continues to
operate its normal schedule and that they can book and travel with
confidence despite Aveos Fleet Performance Inc.'s closure.  Air
Canada said it has identified qualified and government approved
maintenance facilities in Canada and the U.S. to perform work
previously done by Aveos.

Air Canada also said the closure of Aveos' airframe, engine and
component maintenance facilities has no impact on Air Canada's
day-to-day aircraft maintenance and repair activities, referred to
as "line maintenance".  This work is performed directly by Air
Canada at its own facilities across Canada -- including Montreal,
Vancouver, Toronto and Winnipeg -- by Air Canada's 2,300
maintenance employees.

Aveos, an independent, full service maintenance, repair and
overhaul provider to the aviation industry, on Tuesday announced
it has ceased its Canadian operations immediately and has
terminated the employment of roughly 1,300 employees across
Canada.

Aveos was granted protection under the Companies' Creditors
Arrangement Act by the Quebec Superior Court on March 19, 2012.
The Company was forced to file for CCAA protection, in part, due
to uncertain work volume across its business lines from Aveos'
principal customer.

Aveos said that, since the beginning of the year, its principal
customer reduced, deferred, and cancelled maintenance work, which
resulted in roughly C$16 million in lost revenue in less than two
months.  While Aveos remained ready, willing and able to perform
such work, such work did not materialize.  This was a devastating
blow to Aveos.

Aveos also said an 11-hour offer submitted March 19 by Aveos'
principal customer following months of protracted negotiations did
not appropriately address Aveos' challenges, and it was clear that
a restructuring under the CCAA would not be possible.  Aveos did
not name the customer.

Also on Tuesday, Air Canada expressed disappointment at Aveos'
decision to reject its offer of C$15 million in emergency
financing and instead permanently cease operations.  If accepted,
the C$15 million Debtor-in-Possession financing could have
assisted in stabilizing Aveos for the benefit of its employees and
stakeholders and supported an orderly restructuring.  Air Canada
said this stabilization would have permitted Aveos to reopen
certain of its facilities and recall certain of its employees,
which would have in turn allowed Air Canada to provide additional
maintenance work to Aveos.

Air Canada believes Aveos has failed to act in the interests of
its employees, customers and other stakeholders by abruptly
abandoning its business while other viable options to closure were
available.  Management at Aveos has failed repeatedly to attract
new business to expand and diversify its revenue stream. By its
own admission in court filings, the company is not cost
competitive and has suffered operating losses for several years.

Aveos claims that Air Canada has withheld or directed elsewhere
maintenance work it should have properly received. Since the
beginning of 2011, Air Canada has undertaken 135 airframe checks
and Aveos performed 123, or 91% of them.  As well, Aveos performed
52 of 56, or 93%, of engine checks performed for Air Canada. Work
was sent to third parties only when Aveos was unable to perform it
and only in accordance with the terms of the commercial agreements
between the parties and the applicable collective agreements.

Contrary to Aveos's court filings and public statements, Air
Canada has been very supportive of Aveos and has provided
financial and other assistance to the company.  Among other
things, Air Canada pointed out it participated in the 2010 out-of-
court restructuring through a C$22 million term note, that among
other things allowed Aveos to defer payments without interest
penalty when its cash reserve fell below a prescribed level; and
committed up to C$50 million to reimburse Aveos for airframe
operating losses as part of the 2010 restructuring.

Air Canada also said it paid or advanced roughly C$9 million on
March 15, 2012, in respect of various invoices including invoices
in dispute; and offered Aveos on several occasions financing
support to permit an orderly restructuring and allow it to remain
in business, including most recently the C$15 million DIP
financing.

Net amounts owing by Aveos to Air Canada to date are in excess of
C$35 million.

Air Canada and Aveos are two separate entities. Air Canada sold
its technical services division in 2004.  This company was then
sold to a consortium of private investors in 2007 and subsequently
changed its name to Aveos in 2008.

The Aveos workforce is independent from Air Canada and is covered
by a separate collective agreement.


AWAL BANK: Court Grants Charles Russell's Plea for Case Dismissal
-----------------------------------------------------------------
The Hon. Allan L. Gropper of the U.S. Bankruptcy Court for the
Southern District of New York entered an order on March 14, 2012,
dismissing Awal Bank, BSC's Chapter 11 bankruptcy case, at the
behest of the external administrator and foreign representative,
Charles Russell, LLP.

The External Administrator commenced the Chapter 11 case primarily
in order to realize the Debtor's only known U.S. asset, a cause of
action to recover $12.9 million of the Debtor's money which was
received in the U.S. by HSBC Bank USA, N.A., and subsequently
applied by HBC to reduce the Debtor's unsecured debt to HSBC.  In
December 2011, the External Administrator reached a settlement
with HSBC whereby HSBC agreed to return $10.5 million (an
approximately 81% recovery) of the $12.9 million transfer to the
External Administrator for the benefit of all the Debtor's
creditors.  The settlement was approved by the Court.  The
External Administrator has requested that administration and
distribution of the Settlement Amount to be entrusted to the
External Administrator in the Debtor's foreign main proceeding in
the Kingdom of Bahrain.  With the purpose of the Chapter 11 case
accomplished, and upon and with the approval of the entrustment
motion, there will be no remaining known U.S. assets left to be
administered in the Chapter 11 case.  Thus, the External
Administrator sought dismissal of the case.

The External Administrator said that upon approval of the
entrustment motion, the Debtor's only known U.S. asset will be
fairly and equitably administered and distributed in the foreign
main proceeding, and the Court should dismiss the Chapter 11 case
in concert with granting the entrustment motion because dismissal,
which would allow for entrustment under the still-pending Chapter
15 case, effectuates the purposes underlying the Chapter 15 case.

The Court ruled that the Chapter 11 case will be dismissed, upon
the orders on final fee applications or orders for the payment of
administrative expenses.  Final fee applications and any other
requests for the payment of administrative expenses in the Chapter
11 case will be served and filed within 30 days of the date
hereof, and the External Administrator will promptly provide
notice of said deadline and schedule a hearing.

                          About Awal Bank

Awal Bank BSC is a Bahrain lender owned by Saudi Arabian Saad
Group.  Awal Bank was principally an investment company that
provides wholesale banking services in Bahrain including the
acceptance of deposits and the making of loans.

Awal Bank was taken into administration by the Central Bank of
Bahrain on July 30, 2009, after defaulting on loans.  U.S. lawyers
for the bank said last year that under Bahrain law, Awal's
administrator had two years to decide if the bank should liquidate
or be returned to management and shareholders.

Stewart Hey, Esq., at Charles Russell LLP, as external
administrator of Awal Bank, made a voluntary petition under
Chapter 15 of the U.S. Bankruptcy Code for the bank (Bankr.
S.D.N.Y. Case No. 09-15923) on Sept. 30, 2009, following the
administration proceedings.

In 2010, the bank began experiencing a liquidity squeeze brought,
in part, by the global economic crisis.  The bank ceased to
operate as a going concern since it was place into administration.

Awal Bank filed a Chapter 11 petition (Bankr. S.D.N.Y. Case
No. 10-15518) in Manhattan on Oct. 21, 2010.  The Debtor
estimated $50 million to $100 million and debts in excess of
$1 billion as of the petition date.

The External Administrator is represented in the U.S. proceedings
by lawyers at Brown Rudnick LLP.

Counsel to HSBC Bank USA, National Association, are William J.
Brown, Esq., David J. McNamara, Esq., and Allan L. Hill, Esq.


BAKERSFIELD GROVE: Sec. 341(a) Meeting Set for April 19
-------------------------------------------------------
The United States Trustee for the Central District of California
will convene a meeting of creditors of Bakersfield Grove Limited,
LLC on April 19, 2012, at 1:00 p.m. at RM 1-159, 411 W Fourth St.,
in Santa Ana, California.

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

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

According to the docket, the schedules of assets and liabilities,
the statement of financial affairs and other missing filings are
due March 26, 2012.

                  About Bakersfield Grove Limited

Brea, California-based Bakersfield Grove Limited, LLC, filed a
bare-bones Chapter 11 petition (Bankr. C.D. Calif. Case No.
12-13157) on March 12, 2012.  The Debtor, a Single Asset Real
Estate as defined in 11 U.S.C. Sec. 101(51B), estimated assets and
debts of between $10 million and $50 million.  The Debtor has
properties located at Panama Lane, in Bakersfield, California.

Judge Erithe A. Smith presides over the case.  Kathy Bazoian
Phelps, Esq., at Danning, Gill, Diamond & Kollitz, LLP.  The
petition was signed by Robert M. Clark, president of managing
member.


BANKATLANTIC BANCORP: Restructures BB&T Pact to Get Deal Done
-------------------------------------------------------------
BankAtlantic Bancorp, Inc., has entered into an amendment to its
Nov. 1, 2011 agreement with BB&T Corporation pursuant to which
BB&T would acquire BankAtlantic, the Company's wholly-owned bank
subsidiary.

As reported in the March 2, 2012 edition of the Troubled Company
Reporter, the Delaware Court of Chancery on Feb. 27, 2012,
enjoined the sale of BankAtlantic to BB&T.  BBX had planned to
sell $3.4 billion in deposits and $3.1 billion in performing loans
and other assets to BB&T, keeping BankAtlantic's criticized assets
for itself in a "good bank/bad bank" transaction.  Plaintiffs,
including Wells Fargo Bank, National Association as Institutional
Trustee of two Delaware statutory trusts (represented by Seward &
Kissel LLP), brought suit to enjoin the sale, claiming that the
sale violated the contractual rights of holders of some $333
million of trust preferred securities (TruPS ) issued by BBX.
The Court held that the parties were obligated to structure a
transaction in which the buyer would assume all of BankAtlantic's
obligations to the holders of Bancorp trust preferred securities.


According to BankAtlantic, under the modified sale agreement, the
core provisions of the original agreement remain unchanged.  In
connection with the transaction, BB&T will acquire approximately
$2.1 billion in loans and approximately $3.3 billion in deposits
based on Sept. 30, 2011, balances.  BB&T will pay an estimated
premium of $301 million to the closing net asset value of
BankAtlantic.  The premium, which equates to approximately 9% of
total deposits at Sept. 30, 2011, is subject to adjustment based
on actual non-CD deposit balances at closing, but in no event will
exceed $315.9 million.

Under the terms of the modified agreement, BB&T will assume
BankAtlantic Bancorp's obligations with respect to its
approximately $285 million of outstanding trust preferred
securities.  BankAtlantic Bancorp will pay all accrued interest on
the trust preferred securities in connection with the closing.

The original agreement contemplated that BankAtlantic Bancorp
would retain designated loans and other assets previously held by
BankAtlantic which in the aggregate were recorded on the balance
sheet of BankAtlantic at approximately $624 million as of
Sept. 30, 2011.  Based on BB&T's assumption of BankAtlantic
Bancorp's outstanding trust preferred securities obligations, the
companies have agreed that certain of those assets originally
contemplated to be retained by BankAtlantic Bancorp will now be
distributed to a newly established LLC.

Under the terms of the modified agreement, the companies have
agreed to the formation of a new LLC, which prior to the closing
of the transaction will receive approximately $424 million of
loans and $17 million of real estate owned and other assets, net
(based on BankAtlantic's book value gross of any reserves as of
Jan. 31, 2012) previously held by BankAtlantic.  BB&T will hold a
95% preferred interest in the LLC, and BankAtlantic Bancorp will
hold a 5% preferred interest and the remainder interest.  The
assets held by the LLC are expected to be monetized over time.
After such time, if any, as BB&T has recovered $285 million in
preference amount from the LLC, BB&T's interest in the LLC will
terminate and BankAtlantic Bancorp will be entitled to any and all
residual proceeds in excess of such amount.  BankAtlantic Bancorp
will provide BB&T with an incremental $35 million guarantee to
assure BB&T's recovery within seven years of the $285 million
preference amount.  Loans representing approximately 60% of the
principal amount of the loans to be held by the LLC are currently
paying interest.

BankAtlantic Bancorp's interest in the LLC is in addition to
approximately $175 million in commercial real estate nonaccrual
loans and real estate owned (based on BankAtlantic's book value
gross of any reserves as of Jan. 31, 2012) previously held by
BankAtlantic and to be retained by BankAtlantic Bancorp following
closing.

BankAtlantic Bancorp's Chairman and Chief Executive Officer, Alan
B. Levan, commented, "We are obviously pleased as this modified
agreement clears the way for the transaction to continue.  We
currently anticipate that closing will occur in the second quarter
of 2012, subject to the timely receipt of required regulatory
approvals and satisfaction of other closing conditions.  Pending
closing, BankAtlantic will continue to operate in its normal
course under the control of BankAtlantic Bancorp."

Sandler O'Neill + Partners, L.P. and Cantor Fitzgerald & Co.
provided financial advice to BankAtlantic Bancorp in this
transaction.

A copy of the Amended Stock Purchase Agreement is available at:

                       http://is.gd/vkuyXO

                    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 in 2010 and  a
net loss of $185.82 million in 2009.  The Company also reported a
net loss of $11.28 million for the nine months ended
Sept. 30, 2011.

The Company's balance sheet at Sept. 30, 2011, showed
$3.74 billion in total assets, $3.73 billion in total liabilities,
and $7.12 million in total equity.

                           *     *     *

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.


BIOFUEL ENERGY: Incurs $10.3 Million Net Loss in 2011
-----------------------------------------------------
Biofuel Energy Corp. filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$10.36 million on $653.07 million of net sales for the year ended
Dec. 31, 2011, compared with a net loss of $25.22 million on
$453.41 million of net sales during the prior year.

The Company's balance sheet at Dec. 31, 2011, $299.58 million in
total assets, $199.64 million in total liabilities and $99.94
million in total equity.

                         Bankruptcy Warning

According to the Form 10-K for the year ended Dec. 31 2011,
commodity margins have narrowed since the end of 2011 and, should
current commodity margins continue for an extended period of time,
the Company may not generate sufficient cash flow from operations
to both service its debt and operate the Company's plants.  The
Company is required to make, under the terms of its Senior Debt
Facility, quarterly principal payments in a minimum amount of
$3,150,000, plus accrued interest.  The Company cannot predict
when or if crush spreads will fluctuate again or if the current
commodity margins will improve or worsen.  If crush spreads were
to remain at current levels for an extended period of time, the
Company may expend all of its sources of liquidity, in which event
the Company would not be able to pay principal and interest on its
debt.  Any inability to pay principal and interest on the
Company's debt would lead to an event of default under its Senior
Debt Facility, which, in the absence of forbearance, debt service
abeyance or other accommodations from the Company's lenders, could
require the Company to seek relief through a filing under the U.S.
Bankruptcy Code.

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

                        http://is.gd/pKybWM

                       About Biofuel Energy

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


BIOZONE PHARMACEUTICALS: Sells $1 Million 10% Sr. Conv. Notes
--------------------------------------------------------------
BioZone Pharmaceuticals, Inc., on March 13, 2012, sold a 10%
senior convertible promissory note to an accredited investor for
an aggregate purchase price of $1,000,000.  The principal amount
of the Note is payable in cash on those dates and in those
amounts, based on the receipt of proceeds from sales to a certain
vendor.  The last date of such scheduled payment will be referred
to as the "Final Maturity Date".

The Note bears interest at the rate of 10% per annum.  The Company
may prepay any outstanding amounts owing under the Note, in whole
or in part, at any time prior to the Final Maturity Date.  The
entire remaining principal amount and all accrued but unpaid or
unconverted interest thereof, will be due and payable on the
earliest of (1) the Final Maturity Date, (2) the consummation of a
financing by the Company resulting in net proceeds equal to or
greater than 1.5 times the remaining outstanding unconverted
principal amount hereunder and (3) the occurrence of an Event of
Default.  The Note is convertible into shares of the Company's
common stock at an initial conversion price of $1.50 per share.

The Company is prohibited from effecting a conversion of the Note,
to the extent that as a result of such conversion, the Investor
would beneficially own more than 4.99% (subject to waiver) in the
aggregate of the issued and outstanding shares of the Company's
common stock, calculated immediately after giving effect to the
issuance of shares of common stock upon conversion of the Note.

All of the Company's obligations under the Note are secured by a
first priority security interest in the Vendor Proceeds.

Certain holders of senior secured indebtedness of the Company
agreed to subordinate their security interest in the Vendor
Proceeds to the interest of the Investor under the Note.

The Note was issued to an "accredited investor," as such term is
defined in the Securities Act of 1933, as amended, and was offered
and sold in reliance on the exemption from registration afforded
by Section 4(2) and Regulation D (Rule 506) under the Securities
Act of 1933 and corresponding provisions of state securities laws.

                  About Biozone Pharmaceuticals

Biozone Pharmaceuticals, Inc., formerly, International Surf
Resorts, Inc., was incorporated under the laws of the State of
Nevada on Dec. 4, 2006, to operate as an internet-based provider
of international surf resorts, camps and guided surf tours.  The
Company proposed to engage in the business of vacation real estate
and rentals related to its surf business and it owns the website
isurfresorts.com.  During late February 2011, the Company began to
explore alternatives to its original business plan.  On Feb. 22,
2011, the prior officers and directors resigned from their
positions and the Company appointed a new President, Director,
principal accounting officer and treasurer and began to pursue
opportunities in medical and pharmaceutical technologies and
products.  On March 1, 2011, the Company changed its name to
Biozone Pharmaceuticals, Inc.

Since March 2011, the Company has been engaged primarily in
seeking opportunities related to its intention to engage in
medical and pharmaceutical businesses.  On May 16, 2011, the
Company acquired substantially all of the assets and assumed all
of the liabilities of Aero Pharmaceuticals, Inc., pursuant to an
Asset Purchase Agreement dated as of that date.  Aero manufactures
markets and distributes a line of dermatological products under
the trade name of Baker Cummins Dermatologicals.

On June 30, 2011, the Company acquired the Biozone Labs Group
which operates as a developer, manufacturer, and marketer of over-
the-counter drugs and preparations, cosmetics, and nutritional
supplements on behalf of health care product marketing companies
and national retailers.

BioZone as of Oct. 29, 2011, is in default with respect to eleven
senior secured convertible promissory notes issued to various
accredited investors with an aggregate principal amount of
$2,250,000 due to the fact that the Company has not paid the
amount due on maturity.

The Company's balance sheet at Sept. 30, 2011, showed
$10.70 million in total assets, $10.88 million in total
liabilities, and a $177,712 total shareholders' deficiency.

"Our current balances of cash will not meet our working capital
and capital expenditure needs for the next twelve months.  In
addition, as of September 30, 2011, we have a shareholder
deficiency of $177,712 and negative working capital of $1,740,163.
Because we are not currently generating sufficient cash to fund
our operations and we have debt that is in default, we may need to
rely on external financing to meet future operating, debt
repayment and capital requirements.  These conditions raise
substantial doubt about our ability to continue as a going
concern."


BOOMERANG SYSTEMS: Amends $11.6 Million Conv. Notes Due 2016
------------------------------------------------------------
Boomerang Systems, Inc., filed with the U.S. Securities and
Exchange Commission Amendment No. 2 to Form S-1 relating to the
issuance of $11,624,520 aggregate principal amount of the
Company's 6% convertible notes due 2016 and warrants to purchase
2,735,206 shares of the Company's common stock in a private
placement.

In connection with the private placement, the Company also issued
to the placement agent, warrants to purchase 109,176 shares of the
Company's common stock.  Bard Micro-Cap Value Fund L.P., Anson M.
Beard, Jr., Albert Behler, et al., may use this prospectus to
resell the notes, warrants and shares of common stock issuable
upon conversion of the notes or exercise of the warrants.

The Company will not receive any of the proceeds from the
securities sold by these selling securityholders.  The Company
will, however, receive the exercise price from the exercise of
warrants to the extent the cashless exercise provision is not
utilized.  The Company has also registered for resale by the
selling security holders up to an additional 1,172,403 shares of
common stock in the event of anti-dilution adjustments to the
conversion or exercise price of the notes or warrants, interest
payments on the notes in shares, stock dividends, stock splits,
recapitalizations or similar events.

The Company's common stock is quoted on the OTCQB tier of the OTC
Markets under the symbol "BMER."  The last closing bid price of
the Company's common stock on March 14, 2012, was $4.00 per share.
The initial public offering price for the common stock will be
$5.00 per share until the shares of common stock are quoted on a
national securities exchange or the OTC Bulletin Board at which
time the shares of common stock will be sold at prevailing market
prices or at privately negotiated prices.  There can be no
assurance our common stock will be quoted on a national securities
exchange or the OTC Bulletin Board.

A copy of the amended prospectus is available for free at:

                        http://is.gd/XO4R6J

                      About Boomerang Systems

Headquartered in Morristown, New Jersey, Boomerang Systems, Inc.
(Pink Sheets: BMER) through its wholly owned subsidiary, Boomerang
Utah, is engaged in the design, development, and marketing of
automated racking and retrieval systems for automobile parking and
automated racking and retrieval of containerized self-storage
units.

The Company reported a net loss of $19.10 million for 2011 and a
net loss of $15.78 million during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed $6.89 million
in total assets, $13.76 million in total liabilities, and a
$6.87 million total stockholders' deficit.

                         Bankruptcy Warning

In the Form 10-K for the year ended Dec. 31 2011, the Company said
its operations may not generate sufficient cash to enable it to
service its debt.  If the Company were to fail to make any
required payment under the notes and agreements governing its
indebtedness or fail to comply with the covenants contained in the
notes and agreements, the Company would be in default.  The
Company's debt holders would have the ability to require that the
Company immediately pay all outstanding indebtedness.  If the debt
holders were to require immediate payment, the Company might not
have sufficient assets to satisfy its obligations under the notes
or the Company's other indebtedness.  In such event, the Company
could be forced to seek protection under bankruptcy laws, which
could have a material adverse effect on its existing contracts and
its ability to procure new contracts as well as its ability to
recruit or retain employees.  Accordingly, a default could have a
significant adverse effect on the market value and marketability
of the Company's common stock.


BROWNIE'S MARINE: Issues 9.6-Mil. Shares as D&O's Compensation
--------------------------------------------------------------
Brownie's Marine Group, Inc., issued an aggregate of 1,666,666
shares of restricted common stock in satisfaction of $45,000 of
accrued fees payable to independent directors for services
performed during year ended Dec. 31, 2011, and an aggregate of
7,962,963 shares of restricted common stock to 11 officers,
directors, employees and consultants in satisfaction of $215,000
of bonus payments for services performed during year ended
Dec. 31, 2011.  The shares were valued at $0.27 per share, which
equals the closing price of the Company's common stock on March 5,
2012, as reported on the OTCBB.

The Company relied upon exemption provided under Section 4(2) of
the Securities Act of 1933, as amended, for the issuance of the
common stock.  The certificates representing the common stock
contain legends restricting transferability absent registration or
applicable exemption.

A copy of the Form 8-K is available for free at:

                        http://is.gd/KOmcWC

                       About Brownie's Marine

Brownie's Marine Group, Inc. (OTC BB: BWMG) --
http://www.brownismarinegroup.com/-- designs, tests, manufactures
and distributes recreational hookah diving, yacht based scuba air
compressor and nitrox generation systems, and scuba and water
safety products.  BWMG sells its products both on a wholesale and
retail basis, and does so from its headquarters and manufacturing
facility in Fort Lauderdale, Florida.

The Company ended 2010 with a $1.2 million net loss on
$2.2 million of revenues and 2009 with a net loss of $451,227 on
$2.4 million of revenues.

The Company also reported a net loss of $3.14 million on
$1.62 million of total net revenues for the nine months ended
Sept. 30, 2011.

The Company's balance sheet at Sept. 30, 2011, showed
$2.09 million in total assets, $2.51 million in total liabilities,
and a $414,704 total stockholders' deficit.

L.L Bradford & Company, LLC, in Las Vegas, Nevada, expressed
substantial doubt about Brownie's Marine Group's ability to
continue as a going concern, following the Company's 2010 results.
The independent auditors noted that the Company has a working
capital deficiency and recurring losses and will need to secure
new financing or additional capital in order to pay its
obligations.


BROWNIE'S MARINE: Signs Asset Purchase Pact with Florida Dive
-------------------------------------------------------------
Brownie's Marine Group, Inc., on Feb. 3, 2012, entered into an
asset purchase agreement, as amended on March 5, 2012, with
Florida Dive Industries, Inc., a dive store retailer.  Under the
agreement the Company acquired certain diving and related
inventory and assumed a commercial lease obligation for a retail
dive store located in Palm Beach County, Florida.  The lease
obligation commences on April 1, 2012.  The lease is automatically
renewable on an annual basis through May 31, 2014, with 90 days
written notice assuming the leasee is in compliance with all terms
of the lease.  The lease amount is base rental plus an allocated
amount of common areas maintenance.  The current monthly rental
including CAM, is approximately $3,200.

The Company intends to commence operations at the dive store
location by the end of the second calendar quarter 2012 under the
"Brownie's Adventure Center" brand.  Under the terms of the
agreement, the Company agreed to pay FDI cash payments on a
monthly basis through May 2013 of up to a total of $22,500.  In
addition, the Company will issue FDI 2,200,000 shares of
restricted common stock of the Company.  The fair market value of
the shares on March 5, 2012, was $59,400, or $.027 per share.

Both the restricted stock and the monthly payments due FDI will be
maintained in an escrow account for six months as a purchase price
holdback for contingent liabilities not otherwise settled by FDI.
If those items including rent and any building or zoning code
violations have not been paid by FDI during this period, the
Company will settle said liabilities with the purchase price
holdback.

                      About Brownie's Marine

Brownie's Marine Group, Inc. (OTC BB: BWMG) --
http://www.brownismarinegroup.com/-- designs, tests, manufactures
and distributes recreational hookah diving, yacht based scuba air
compressor and nitrox generation systems, and scuba and water
safety products.  BWMG sells its products both on a wholesale and
retail basis, and does so from its headquarters and manufacturing
facility in Fort Lauderdale, Florida.

The Company ended 2010 with a $1.2 million net loss on
$2.2 million of revenues and 2009 with a net loss of $451,227 on
$2.4 million of revenues.

The Company also reported a net loss of $3.14 million on
$1.62 million of total net revenues for the nine months ended
Sept. 30, 2011.

The Company's balance sheet at Sept. 30, 2011, showed
$2.09 million in total assets, $2.51 million in total liabilities,
and a $414,704 total stockholders' deficit.

L.L Bradford & Company, LLC, in Las Vegas, Nevada, expressed
substantial doubt about Brownie's Marine Group's ability to
continue as a going concern, following the Company's 2010 results.
The independent auditors noted that the Company has a working
capital deficiency and recurring losses and will need to secure
new financing or additional capital in order to pay its
obligations.


BUILDERS FIRSTSOURCE: Warburg Pincus Holds 25.5% Equity Stake
-------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Warburg Pincus Private Equity IX, L.P., and
its affiliates disclosed that, as of March 16, 2012, they
beneficially own 24,613,907 shares of common stock of Builders
FirstSource, Inc., representing 25.5% of the shares outstanding.
Warburg Pincus reported beneficial ownership of 48,792,009 common
shares or 50.5% equity stake in June 2010.

On Feb. 28, 2012, through March 7, 2012, WP IX acquired an
aggregate of 166,482 shares of common stock in open market
purchases as set forth in Schedule II for aggregate consideration
of approximately $518,472.  All of the funds required to acquire
the shares of Common Stock were obtained from the working capital
of WP IX, which in turn was obtained from capital contributions
from the limited partners of WP IX.

A copy of the amended filing is available for free at:

                        http://is.gd/04cRo0

                    About Builders FirstSource

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

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

The Company also reported a net loss of $48.29 million on
$586.41 million of sales for the nine months ended Sept. 30, 2011,
compared with a net loss of $70.89 million on $553.25 million of
sales for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$391.03 million in total assets, $274.02 million in total
liabilities, and $117.01 million in total stockholders' equity.

                           *     *     *

Builders FirstSource Inc. carries 'CCC+' issuer credit ratings,
with negative outlook, from Standard & Poor's.   S&P affirmed the
ratings in April 2011.  "The ratings affirmation reflects our
belief that Builders FirstSource will likely continue to generate
negative free cash flow over the upcoming year, given the ongoing
weakness in new residential housing markets.  While the company's
liquidity position, which we currently view as adequate, is likely
to somewhat improve due to the increased cash balances following
the planned refinancing and the extended maturity of its revolving
credit facility, it will likely continue to rely primarily on its
cash balances to meet its interest and operating obligations until
total housing starts improve at least 35% from 2010's level.  If
housing starts were to remain at its recent historically low
levels, we believe the proposed refinancing would allow Builders
FirstSource to fund its anticipated cash shortfall for
approximately two years.  The ratings also reflect what Standard &
Poor's Ratings Services considers to be the company's vulnerable
business profile given its significant exposure to highly cyclical
new residential construction markets and its narrow end-market
focus and geographic scope," S&P elaborated.

In April 2011, Moody's Investors Service assigned 'Caa2' corporate
family rating and probability of default ratings to Builders
FirstSource.  Moody's said the 'Caa2' Corporate Family Rating
results from very weak operating performance due to ongoing
pressures in the residential new construction end market, the
primary driver of BLDR's revenues.  Although some areas within
BLDR's primary geographic markets of North Carolina and South
Carolina may have some pockets of strength, overall, Moody's does
not expect substantial improvement in new housing starts in 2011
relative to 2010.  The company's products are highly price
sensitive to competition and ongoing market conditions, making it
difficult for it to pass on substantial price increases.  It is
also exposed to fluctuating costs associated with lumber, its
major raw material, adding to earnings volatility. For 2010,
adjusted operating margins are inadequate at negative 7.6% and
free cash flow-to-debt is insufficient at negative 15.3% (adjusted
per Moody's methodology).  The company's inability to generate
positive earnings will result in very weak credit metrics for the
foreseeable future and will require cash to fund operating
shortfalls.


CAESARS ENTERTAINMENT: Bank Debt Trades at 9% Off
-------------------------------------------------
Participations in a syndicated loan under which Caesars
Entertainment Corp. is a borrower traded in the secondary market
at 90.61 cents-on-the-dollar during the week ended Friday, March
16, 2012, an increase of 1.11 percentage points from the previous
week, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  The Company pays 525 basis
points above LIBOR to borrow under the facility.  The bank loan
matures on Jan. 1, 2018.  The loan is one of the biggest gainers
and losers among 191 widely quoted syndicated loans with five or
more bids in secondary trading for the week ended Friday.

                    About Caesars Entertainment

Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.
-- http://www.caesars.com/-- is one of the world's largest casino
companies, with annual revenue of $4.2 billion, 20 properties on
three continents, more than 25,000 hotel rooms, two million square
feet of casino space and 50,000 employees.  Caesars casino resorts
operate under the Caesars, Bally's, Flamingo, Grand Casinos,
Hilton and Paris brand names.  The Company has its corporate
headquarters in Las Vegas.

Harrah's announced its re-branding to Caesar's on mid-November
2010.

The Company reported a net loss of $666.70 million on $8.83
billion of net revenues for the year ended Dec. 31, 2011, compared
with a net loss of $823.30 million on $8.81 billion of net
revenues during the prior year.  The Company had net income of
$846.40 million in 2009.

The Company's balance sheet at Dec. 31, 2011, showed $28.51
billion in total assets, $27.46 billion in total liabilities and
$1.05 billion in total stockholders' equity.

                           *     *     *

In February 2012, Fitch said the affirmation of Caesars' IDR at
'CCC' reflects the company's high leverage and negative free cash
flow (FCF) profile.

In March 2012, Standard & Poor's affirmed the 'B-' corporate
credit rating of Caesars Entertainment.  "Our 'B-' corporate
credit rating on Las Vegas-based Caesars Entertainment Corp.
reflects our assessment of the company's financial risk profile as
'highly leveraged' and our assessment of the company's business
risk profile as 'satisfactory,' according to our criteria," S&P
said.


CANAL CAPITAL: Delays Form 10-K as Audit Still Ongoing
------------------------------------------------------
Canal Capital Corp. informed the U.S. Securities and Exchange
Commission that the compilation, dissemination and review of the
information required to be presented in the Form 10-Q for the
period ending Jan. 31, 2012, could not be completed and filed by
March 16, 2012, without undue hardship and expense to the Company.
Due to past financial constraints, the Company's financial
statements for the fiscal years ended Oct. 31, 2011, 2010 and
2009, and for the interim fiscal quarters have not been audited or
reviewed by an independent auditor.

In February 2012, the Company received notice from the SEC of its
obligation to file audited and reviewed financial statements with
its periodic reports and the Company's auditors are in the process
of auditing the Company's financial statements for the foregoing
periods in accordance with this notice.  The Company expects that
its auditors will review the financial data in the Form 10-Q for
the period ending Jan. 31, 2012, after completion of this audit.
The Company has requested from the SEC sufficient time to become
compliant with a filing proposed to be made by Company on or about
Aug. 31, 2012.

                        About Canal Capital

Port Jefferson Station, N.Y.-based Canal Capital Corporation is
engaged in two distinct businesses -- real estate and stockyard
operations.

Canal's real estate properties are located in Sioux City, Iowa,
South St Paul, Minnesota, St Joseph, Missouri, Omaha, Nebraska and
Sioux Falls, South Dakota.  The properties consist, for the most
part, of an Exchange Building (commercial office space), land and
structures leased to third parties (rail car repair shops, lumber
yards and various other commercial and retail businesses) as well
as vacant land available for development or resale.

Canal currently operates one central public stockyard located in
St. Joseph, Missouri.  Canal closed the stockyard it operated in
Sioux Falls, South Dakota in December 2009.

Canal's stock is no longer listed over-the-counter on the "pink
sheets".  The stock was delisted by the SEC as a result of Canal's
filing its fiscal 2009 Form 10-K without benefit of an independent
audit.

The Company reported a net loss of $708,503 for the year ended
Oct. 31, 2011, compared with net income of $10,505 during the
prior year.

The Company's balance sheet as of Oct. 31, 2011, showed $2.41
million in total assets, $2.76 million in total liabilities and
$351,126 in stockholders' deficit.


CANO PETROLEUM: Has Interim Access to Cash Collateral
-----------------------------------------------------
Cano Petroleum Inc. and its debtor-affiliates won interim
authority from the Bankruptcy Court to use cash collateral
securing obligations to their prepetition secured lenders through
April 6, 2012, and provide the lenders with adequate protection.

The Debtors owe $60,556,864 under a senior credit facility with
Union Bank of California as administrative agent and issuing
lender; and $16,567,376 under a junior credit facility with with
UnionBanCal Equities, Inc. as administrative agent and issuing
lender.  The Senior Secured Lenders and the Junior Secured Lenders
assert that as of the Petition Date they held valid, enforceable,
and allowable claims.

The Debtors require limited use of the Cash Collateral to fund,
among other things, their cash requirements for ordinary course
business operations and maintain the value of their bankruptcy
estates as they pursue the sale of their business.  The Lenders
have agreed to the cash use.

The Court will hold a final Cash Collateral hearing on April 2,
2012, at 1:15 p.m.  Objections are due March 29, 2012

Counsel for the Pre-Petition Agents is:

          William A. "Trey" Wood III, Esq.
          BRACEWELL & GIULIANI LLP
          711 Louisiana Street, Suite 2300
          Houston, TX 77002-2770
          Tel: 713-223-2300
          Fax: 713-221-1212
          E-mail: Trey.Wood@bgllp.com

                       About Cano Petroleum

Cano Petroleum, Inc. (NYSE Amex: CFW), an independent Texas-
based energy producer with properties in the mid-continent region
of the United States, filed for Chapter 11 bankruptcy (Bank. N.D.
Tex. Lead Case No. 12-31549) on March 7, 2012.  Other affiliates
also sought bankruptcy protection: Cano Petro of New Mexico,
Ladder Companies, Inc., Square One Energy, Inc., Tri-Flow, Inc.,
W.O. Energy of Nevada, Inc., W.O. Operating Company, Ltd., W.O.
Production Company, Ltd., and WO Energy, Inc.  The cases are
jointly administered.

The Debtors filed for bankruptcy to pursue a sale under a joint
plan of reorganization filed on the petition date.  Cano Petroleum
have entered into a Stalking Horse Stock Purchase Agreement with
NBI Services Inc., pursuant to which NBI would purchase all of the
shares of common stock that would be issued by Reorganized Cano
under the Plan for $47.5 million.  The deal is subject to higher
and better offers and a possible auction.

The petitions were filed by James R. Latimer, III, chief executive
officer.  Judge Barbara J. Houser oversees the case.  The Debtors
are represented by lawyers at Thompson & Knight LLP, in Dallas
Texas.

Cano Petroleum's consolidated balance sheet at Sept. 30, 2011,
showed $63.37 million in total assets, $116.25 million in total
liabilities, and a $52.88 million total stockholders' deficit.  In
schedules filed with the Court, Cano Petroleum listed $1.16
million in assets and $82.5 million in liabilities.


CANO PETROLEUM: Seeks Court Approval of Bid Procedures
------------------------------------------------------
Cano Petroleum Inc. and its debtor-affiliates seek Court authority
to enter into a Stalking Horse Stock Purchase Agreement with NBI
Services Inc., pursuant to which NBI would purchase all of the
shares of common stock that would be issued by Reorganized Cano
under a joint plan of reorganization, in exchange for roughly
$47.5 million.

The deal is subject to higher or better offers and a possible
auction.  Consummation of the transaction is conditioned upon
entry of an order approving the sale or an order confirming the
Plan.

The Debtors also ask the Court to approve bid procedures that will
govern the sale.

The Debtors' Chapter 11 case contemplates approval of a marketing
process in which NBI would be the "stalking horse" and the Company
would be permitted to solicit higher or better bids for its assets
and businesses.  The Debtors and NBI entered into the Stock
Purchase Agreement prior to the Petition Date.

Under the deal, within 45 days of the date of the Stalking Horse
SPA, NBI will deliver to Cano an executed commitment letter from
F&M Bank and Trust Co. and other qualified banking institutions
with respect to debt financing in an amount sufficient to enable
NBI to perform its obligations to pay the purchase price, as
adjusted.

NBI may terminate the deal in the event:

     -- an order approving the procedures that will govern the
        auction and sale will not have been entered before 45 days
        after Cano received financing commitment from NBI or if
        the Bid Deadline will be a date later than 90 days after
        the Firm Financing Date;

     -- the Disclosure Statement explaining the Plan will not have
        been approved by the Bankruptcy Court on or before 90 days
        from the Firm Financing Date;

     -- the Confirmation Order will not have been approved by the
        Bankruptcy Court on or before 150 days from the Firm
        Financing Date; and

     -- the Bankruptcy Court will have approved any Alternative
        Transaction, or Cano will have entered into any definitive
        agreement with respect to any Alternative Transaction
        which agreement has been approved by the Bankruptcy Court.

The Debtors propose to pay NBI a $1,475,000 breakup fee in the
event they consummate an alternative transaction if (i) the
consummation occurs within 12 calendar months of the signing of
the Stalking Horse PSA, (ii) the Stalking Horse PSA was terminated
because the Court approved an alternative transaction, (iii) none
of the Debtors breached their representations and warranties or
failed to comply with their covenants and agreements, and (iv) NBI
delivered to Cano the Commitment Letter within 45 days of the date
of the Stalking Horse SPA.

The Debtors said they have proposed a fair and open process for
achieving the objective of obtaining the highest or best offer and
sale of the Property for the benefit of the estates and creditors.
The Debtors said they have insufficient liquidity to continue
operations absent a substantial funding commitment, which the
Debtors have been unable to obtain.

The Debtors also noted that the pre-petition secured lenders
support the sale process.

A copy of the purchase agreement with NBI is available for free at
http://is.gd/0cYIfX

NBI Services is represented by:

          Gary M. McDonald
          Chad J. Kutmas
          McDONALD, McCANN & METCALF, LLP
          15 East 5th Street, Suite 1800
          Tulsa, OK 74103
          Fax: (918) 430-3707
          E-mail: gmcdonald@mmmsk.com
                  ckutmas@mmmsk.com

                       About Cano Petroleum

Cano Petroleum, Inc. (NYSE Amex: CFW), an independent Texas-
based energy producer with properties in the mid-continent region
of the United States, filed for Chapter 11 bankruptcy (Bank. N.D.
Tex. Lead Case No. 12-31549) on March 7, 2012.  Other affiliates
also sought bankruptcy protection: Cano Petro of New Mexico,
Ladder Companies, Inc., Square One Energy, Inc., Tri-Flow, Inc.,
W.O. Energy of Nevada, Inc., W.O. Operating Company, Ltd., W.O.
Production Company, Ltd., and WO Energy, Inc.  The cases are
jointly administered.

The Debtors filed for bankruptcy to pursue a sale under a joint
plan of reorganization filed on the petition date.  Cano Petroleum
have entered into a Stalking Horse Stock Purchase Agreement with
NBI Services Inc., pursuant to which NBI would purchase all of the
shares of common stock that would be issued by Reorganized Cano
under the Plan for $47.5 million.  The deal is subject to higher
and better offers and a possible auction.

The petitions were filed by James R. Latimer, III, chief executive
officer.  Judge Barbara J. Houser oversees the case.  The Debtors
are represented by lawyers at Thompson & Knight LLP, in Dallas
Texas.

Cano Petroleum's consolidated balance sheet at Sept. 30, 2011,
showed $63.37 million in total assets, $116.25 million in total
liabilities, and a $52.88 million total stockholders' deficit.  In
schedules filed with the Court, Cano Petroleum listed $1.16
million in assets and $82.5 million in liabilities.

Union Bank of California, the administrative agent and issuing
lender under the Debtors' prepetition senior credit facility; and
UnionBanCal Equities, Inc., the administrative agent and issuing
lender, under the junior credit facility, are represented by:
William A. "Trey" Wood III, Esq., at Bracewell & Giuliani LLP.


CANO PETROLEUM: Lender Sec. 341(a) Meeting Scheduled for April 5
----------------------------------------------------------------
The United States Trustee in Dallas, Texas, will convene a meeting
of creditors of Cano Petroleum Inc. and its debtor-affiliates on
April 5, 2012, at 1:15 p.m. at Dallas, Room 976.

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

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

Proofs of claim are due in the case by July 5, 2012.

                       About Cano Petroleum

Cano Petroleum, Inc. (NYSE Amex: CFW), an independent Texas-
based energy producer with properties in the mid-continent region
of the United States, filed for Chapter 11 bankruptcy (Bank. N.D.
Tex. Lead Case No. 12-31549) on March 7, 2012.  Other affiliates
also sought bankruptcy protection: Cano Petro of New Mexico,
Ladder Companies, Inc., Square One Energy, Inc., Tri-Flow, Inc.,
W.O. Energy of Nevada, Inc., W.O. Operating Company, Ltd., W.O.
Production Company, Ltd., and WO Energy, Inc.  The cases are
jointly administered.

The Debtors filed for bankruptcy to pursue a sale under a joint
plan of reorganization filed on the petition date.  Cano Petroleum
have entered into a Stalking Horse Stock Purchase Agreement with
NBI Services Inc., pursuant to which NBI would purchase all of the
shares of common stock that would be issued by Reorganized Cano
under the Plan for $47.5 million.  The deal is subject to higher
and better offers and a possible auction.

The petitions were filed by James R. Latimer, III, chief executive
officer.  Judge Barbara J. Houser oversees the case.  The Debtors
are represented by lawyers at Thompson & Knight LLP, in Dallas
Texas.

Cano Petroleum's consolidated balance sheet at Sept. 30, 2011,
showed $63.37 million in total assets, $116.25 million in total
liabilities, and a $52.88 million total stockholders' deficit.  In
schedules filed with the Court, Cano Petroleum listed $1.16
million in assets and $82.5 million in liabilities.

Union Bank of California, the administrative agent and issuing
lender under the Debtors' prepetition senior credit facility; and
UnionBanCal Equities, Inc., the administrative agent and issuing
lender, under the junior credit facility, are represented by:
William A. "Trey" Wood III, Esq., at Bracewell & Giuliani LLP.

NBI Services is represented by Gary M. McDonald, Esq., and Chad J.
Kutmas, Esq., at McDonald, McCann & Metcalf, LLP.


CANO PETROLEUM: Files Amended List of Largest Unsecured Creditors
-----------------------------------------------------------------
Cano Petroleum, Inc., filed with the Bankruptcy Court an amend
list of its creditors holding the 20 largest unsecured claims,
disclosing:

   Creditor                   Nature of Claim   Amount of Claim
   --------                   ---------------   ---------------
Burnett Ranches LLC           Promissory Note          $950,000
801 Cherry St
Ste 1500 Unit 9
Fort Worth, TX 76102

VISA                          Credit Card              $179,398
P.O. Box 4513
Carol Stream, IL 60197-4513

Cantey Hanger LLP             Attorney Fees            $145,751
600 W. 6th Street, Suite 300
Fort Worth, TX 76102-3685

Bottomline Technologies       Trade Debt                 $2,165

Bro-Co LLC                    Lease                     $24,295

Cisco Pump Inc.               Trade Debt                   $498

Colt International LLC        Trade Debt                 $2,986

Drilling Info. Inc.           Trade Debt                 $4,952

EEPB                          Trade Debt                 $1,233

Executive Flight Services     Trade Debt                 $6,064

IHS Global Inc.               Trade Debt                 $3,031

Interwest Transfer Co.        Notice Only                  $325

Resaca Exploitation Inc.      Notice Only               Unknown

Travelers                     Trade Debt                $25,000

Underwood Wilson Berry        Attorney Fees              $1,975
   Stein & Johnson

Vinson & Elkins LLP           Attorney Fees             $13,791


CC, LLC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------
Debtor: CC, LLC
          dba Baymont Inn and Suites, Orlando
        6020 Winthrop Town Center
        Riverview, FL 33578

Bankruptcy Case No.: 12-03886

Chapter 11 Petition Date: March 16, 2012

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

Debtor's Counsel: Bernard J. Morse, Esq.
                  MORSE & GOMEZ, P.A.
                  11268 Winthrop Main Street, Suite 102
                  Riverview, FL 33578
                  Tel: (813) 341-8400
                  Fax: (813) 463-1807
                  E-mail: chipmorse@morsegomez.com

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

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

The Company's list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/flmb12-03886.pdf

The petition was signed by Kenneth W. Franklin, Jr., managing
member.


CHARLIE'S NORTH: Case Summary & 7 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Charlie's North Platte Plumbing, Inc.
        1400 East 8th St
        North Platte, NE 69101

Bankruptcy Case No.: 12-40586

Chapter 11 Petition Date: March 19, 2012

Court: United States Bankruptcy Court
       District of Nebraska (Lincoln Office)

Debtor's Counsel: Galen E. Stehlik, Esq.
                  LAURITSEN, BROWNELL, BROSTROM, STEHLIK
                  724 W. Koenig
                  P.O. Box 400
                  Grand Island, NE 68802
                  Tel: (308) 382-8010
                  Fax: (308) 382-8018
                  E-mail: galens@lauritsenlaw.com

Estimated Assets: not indicated

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

A copy of the list of seven largest unsecured creditors is
available for free at http://bankrupt.com/misc/neb12-40586.pdf

The petition was signed by Lori Anderson, president.


CHEF SOLUTIONS: Plan Heading to Creditors for Voting
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Food Processing Liquidation Holdings LLC, previously
known as Chef Solutions Inc., obtained approval of the disclosure
statement explaining the liquidating Chapter 11 plan.  As a
result, creditors can begin voting on the plan.  The disclosure
statement says that unsecured creditors with $32 million in claims
are projected for a recovery between 0.5% and 5%.

                      About Chef Solutions

Chef Solutions, through subsidiary Orval Kent Food, was the second
largest manufacturer in North America of fresh prepared foods for
retail, food service and commercial channels.

Chef Solutions and its affiliates filed for Chapter 11 protection
(Bankr. D. Del. Case No. 11-13139) on Oct. 4, 2011.  Debtor Orval
Kent Food Company disclosed $82,902,336 in assets and $126,085,311
in liabilities in its schedules.

The Debtor was renamed to Food Processing Liquidation Holdings
LLC, following the sale of most of the assets to RMJV, L.P., a
joint venture between Mistral Capital Management LLC and Reser's
Fine Foods Inc.  In addition to debt assumption, the price
included $35.9 million in cash to pay off secured debt plus a
$25.3 million credit bid.

The Debtors entered into an asset purchase agreement with RMJV on
the Petition Date.  On Nov. 15, 2011, the Court approved the APA
and the sale, and on Nov. 21, the sale closed.

Judge Kevin Gross presides over the case.  Lawyers at Richards,
Layton & Finger, P.A., serve as the Debtors' bankruptcy counsel.
Donlin Recano is the claims and notice agent.  Piper Jaffray & Co.
has been hired as investment banker.  PricewaterhouseCoopers
serves as financial advisor.

Lowenstein Sandler PC and Polsinelli Shughart serve as counsel to
the creditors' committee appointed in the case.  Mesirow Financial
Consulting, LLC, is the financial advisor.


CIRCLE STAR: Incurs $2 Million Net Loss in Jan. 31 Quarter
----------------------------------------------------------
Circle Star Energy Corp. filed with the U.S. Securities and
Exchange Commission a Form 10-Q disclosing a net loss of
$2.05 million on $255,935 of total revenues for the three months
ended Jan. 31, 2012, compared with a net loss of $9,757 on $0 of
total revenues for the same period a year ago.

The Company reported a net loss of $8.52 million on $765,906 of
total revenues for the nine months ended Jan. 31, 2012, compared
with a net loss of $20,929 on $0 of total revenues for the same
period during the prior year.

The Company's balance sheet at Jan. 31, 2012, showed $3.91 million
in total assets, $6.75 million in total liabilities and a $2.84
million total stockholders' deficit.

There is substantial doubt about the Company's ability to continue
as a going concern.  The continuation of the Company as a going
concern is dependent upon continued financial support from the
Company's shareholders, the ability of the Company to obtain
necessary financing to continue operations, and the attainment of
profitable operations.  The Company can give no assurance that
future financing will be available to it on acceptable terms if at
all or that it will attain profitability.  These factors raise
substantial doubt about the Company's ability to continue as a
going concern.

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

                        http://is.gd/VoqSle

                         About Circle Star

Houston, Tex.-based Circle Star Energy Corp. owns royalty,
leasehold, operating, net revenue, net profit, reversionary and
other mineral rights and interests in certain oil and gas
properties in Texas. The Company's properties are in Crane,
Scurry, Victoria, Dimmit, Zavala, Grimes, Madison, Robertson,
Fayette, and Lee Counties.


CLEAR CHANNEL: Completes Sale of $2.2BB Sr. Subordinates Notes
--------------------------------------------------------------
Clear Channel Worldwide Holdings, Inc., an indirect subsidiary of
Clear Channel Communications, Inc., completed the sale of
$275.0 million aggregate principal amount of 7.625% Series A
Senior Subordinated Notes due 2020 and $1.92 billion aggregate
principal amount of 7.625% Series B Senior Subordinated Notes due
2020 at an issue price of 100.0% in a private placement to
qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, as amended, and to persons outside the
United States pursuant to Regulation S under the Securities Act.
The Notes mature on March 15, 2020, and bear interest at a rate of
7.625% per annum, payable to the Trustee weekly in arrears and to
the noteholders semi-annually in arrears on March 15 and September
15 of each year, beginning on Sept. 15, 2012.

With the proceeds of the Notes, CCWH made loans in an aggregate
amount equal to $2,167.0 million to its parent company, Clear
Channel Outdoor, Inc., an indirect subsidiary of the Company.
CCOI paid all other fees and expenses of the offering using cash
on hand and, with the proceeds of the loans, made a special cash
dividend to its parent company, Clear Channel Outdoor Holdings,
Inc., an indirect subsidiary of the Company, which in turn made a
special cash dividend on March 15, 2012, in amount equal to
$6.0832 per share to its Class A and Class B stockholders of
record at the close of business on March 12, 2012, including Clear
Channel Holdings, Inc., a direct subsidiary of the Company, and CC
Finco, LLC, an indirect subsidiary of the Company.

                            Indentures

The Series A Notes were issued pursuant to an indenture, dated as
of March 15, 2012, among CCWH, CCOH, CCOI and the other guarantors
named therein and U.S. Bank National Association, as trustee, and
the Series B Notes were issued pursuant to an indenture, dated as
of March 15, 2012, among CCWH, CCOH, CCOI and the other guarantors
named therein and the Trustee.

The Notes are CCWH's senior subordinated obligations and are fully
and unconditionally guaranteed, jointly and severally, on a senior
subordinated basis by the Guarantors.  At any time prior to
March 15, 2015, CCWH may redeem the Notes, in whole or in part, at
a price equal to 100% of the principal amount of the Notes plus a
"make-whole" premium, together with accrued and unpaid interest,
if any, to the redemption date.  CCWH may redeem the Notes, in
whole or in part, on or after March 15, 2015, at the redemption
prices set forth in the applicable Indenture plus accrued and
unpaid interest to the redemption date.  At any time on or before
March 15, 2015, CCWH may elect to redeem up to 40% of the
aggregate principal amount of the Notes at a redemption price
equal to 107.625% of the principal amount thereof, plus accrued
and unpaid interest to the redemption date, with the net proceeds
of one or more equity offerings.  Notwithstanding the foregoing,
none of CCOH or any of its subsidiaries is permitted to make any
purchase of, or otherwise effectively cancel or retire any Series
B Notes if, after giving effect thereto and, if applicable, any
concurrent purchase of or other addition with respect to any
Series A Notes, the ratio of (a) the outstanding aggregate
principal amount of the Series A Notes to (b) the outstanding
aggregate principal amount of the Series B Notes will be greater
than 0.25, subject to certain exceptions.

The Series A Note Indenture contains covenants that limit CCOH's
ability and the ability of its restricted subsidiaries to, among
other things: (i) incur additional debt or issue certain preferred
stock; (ii) engage in certain transactions with affiliates; (iii)
create restrictions on dividends or other payments by the
restricted subsidiaries; and (iv) merge, consolidate or sell
substantially all of CCOH's or CCWH's assets.  The Series A Note
Indenture does not include limitations on dividends, stock
redemptions or other distributions or investments or on asset
sales.  The Series B Note Indenture contains covenants that limit
CCOH's ability and the ability of its restricted subsidiaries to,
among other things: (i) pay dividends, redeem stock or make other
distributions or investments; (ii) incur additional debt or issue
certain preferred stock; (iii) transfer or sell assets; (iv)
engage in certain transactions with affiliates; (v) create
restrictions on dividends or other payments by the restricted
subsidiaries; and (vi) merge, consolidate or sell substantially
all of CCOH's or CCWH's assets. The Indentures also provide for
customary events of default.

            Exchange and Registration Rights Agreements

On March 15, 2012, in connection with the private placement of the
Notes, CCWH, the Guarantors and Goldman, Sachs and Co., on behalf
of the initial purchasers, entered into two Exchange and
Registration Rights Agreements, one such agreement with respect to
the Series A Notes and one such agreement with respect to the
Series B Notes, pursuant to which CCWH and the Guarantors are
required to (i) use their commercially reasonable efforts to file
with the Securities and Exchange Commission not later than
Oct. 11, 2012 a registration statement with respect to an offer to
exchange the Notes for new issues of debt securities registered
under the Securities Act, with terms substantially identical to
those of the Series A Notes or Series B Notes, as applicable; (ii)
use their commercially reasonable efforts to cause the
registration statement to become effective no later than Dec. 10,
2012; (iii) use their commercially reasonable efforts to commence
the exchange offer no later than 10 business days after the
effective time of the registration statement; and (iv) in certain
circumstances, file a shelf registration statement for the resale
of the Notes.  If CCWH and the Guarantors fail to satisfy their
registration obligations under any applicable Registration Rights
Agreement, then CCWH will be required to pay additional interest
to the holders of the Series A Notes or Series B Notes, as
applicable, up to a maximum additional interest rate of 0.50% per
annum.

On March 15, 2012, using cash on hand, the Company made voluntary
prepayments under its senior secured credit facilities in an
aggregate amount equal to $170.5 million, as follows: (i) $16.2
million under its term loan A due 2014, (ii) $129.8 million under
its term loan B due 2016, (iii) $10.0 million under its term loan
C due 2016 and (iv) $14.5 million under its delayed draw term
loans due 2016.

Additionally, on March 15, 2012, using proceeds of the CCOH
Dividend distributed to Clear Channel Holdings and CC Finco,
together with cash on hand, the Company made mandatory prepayments
under its senior secured credit facilities in an aggregate amount
equal to $1,925.7 million, as follows: (i) $1,918.1 million under
its revolving credit facility due 2014, representing a permanent
reduction of availability under such facility, (ii) $0.7 million
under its term loan A due 2014, (iii) $5.8 million under its term
loan B due 2016, (iv) $0.4 million under its term loan C due 2016
and (v) $0.7 million under its delayed draw term loans due 2016.

Prior to the voluntary and mandatory prepayments, the Company made
a mandatory prepayment of $2.2 million as required in connection
with its annual excess cash flow calculation under its senior
secured credit facilities and made additional borrowings under its
revolving credit facility due 2014 in an aggregate amount equal to
$602.5 million.

Following the voluntary and mandatory prepayments and the
additional borrowings, the outstanding balances under the
Company's senior secured credit facilities on March 15, 2012,
were: (i) $10 million under its revolving credit facility due 2014
(representing substantially all available capacity under such
facility), (ii) $1,070.0 million under its term loan A due 2014,
(iii) $8,598.5 million under its term loan B due 2016, (iv) $660.4
million under its term loan C due 2016 and (v) $961.4 million
under its delayed draw term loans due 2016.

                        About Clear Channel

San Antonio, Texas-based CC Media Holdings, Inc. (OTC BB: CCMO) --
http://www.ccmediaholdings.com/-- is the parent company of Clear
Channel Communications, Inc.  CC Media Holdings is a global media
and entertainment company specializing in mobile and on-demand
entertainment and information services for local communities and
premier opportunities for advertisers.  The Company's businesses
include radio and outdoor displays.

Clear Channel reported a net loss of $302.09 million on $6.16
billion of revenue in 2011, compared with a net loss of $479.08
million on $5.86 billion of revenue in 2010.  The Company had a
net loss of $4.03 billion on $5.55 billion of revenue in 2009.

The Company's balance sheet at Dec. 31, 2011, showed $16.54
billion in total assets, $24.01 billion in total liabilities and a
$7.47 billion total member's deficit.

                           *     *     *

The Troubled Company Reporter said on Feb. 10, 2012, Fitch Ratings
has affirmed the 'CCC' Issuer Default Rating of Clear Channel
Communications, Inc., and the 'B' IDR of Clear Channel Worldwide
Holdings, Inc., an indirect wholly owned subsidiary of Clear
Channel Outdoor Holdings, Inc., Clear Channel's 89% owned outdoor
advertising subsidiary.  The Rating Outlook is Stable.

Fitch's ratings concerns center on the company's highly leveraged
capital structure, with significant maturities in 2014 and 2016;
the considerable and growing interest burden that pressures free
cash flow; technological threats and secular pressures in radio
broadcasting; and the company's exposure to cyclical advertising
revenue.  The ratings are supported by the company's leading
position in both the outdoor and radio industries, as well as the
positive fundamentals and digital opportunities in the outdoor
advertising space.


CLIFFS CLUB: Golf and Tennis Clubs Set for April 23 Auction
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Cliffs Club & Hospitality Group Inc. won approval
from the bankruptcy judge to conduct an auction on April 23 to
learn whether the offer from Carlile Development Group represents
the best bid for the business.  Competing bids are due April 21.
The club will report to the bankruptcy judge on the auction's
outcome at a May 8 hearing.

According to the report, the bankruptcy court in Spartanburg,
South Carolina, gave final approval for $7.5 million in financing
provided by Carlile.  Previously, the court approved a $3 million
interim loan.

As reported in the March 2, 2012 edition of the Troubled Company
Reporter, pursuant to the term sheet with Carlile, through a
confirmed plan of reorganization, it is contemplated that:

  (i) The Debtors will transfer all assets -- other than
      avoidance actions and certain other causes of action -- to
      Carlile;

(ii) Carlile will assume the principal outstanding on the senior
      secured notes;

(iii) All administrative expenses and priority claims will be paid
      in full;

(iv) Any valid undisputed mechanics or materialmen's liens will
      be paid in full over time;

  (v) Any undisputed trade unsecured claims (other than member
      claims) will be paid pro rata and in the aggregate 75% over
      time by Carlile;

(vi) Executory contracts of members will be rejected and all
      current and former members, in good standing, will be
      invited to join a new club upon paying a transfer fee and
      dues on a go forward basis; and

(vii) A litigation trust will be established holding $100,000 cash
      and the Debtors' avoidance actions and certain causes of
      action for payment of member claims for the benefit of those
      members who do not elect to join the new club.

The Debtors have offered to pay a "break up" fee to Carlile if it
is outbid.  The Debtors have agreed to pay a $1 million break-up
fee plus $750,000 expense reimbursement which will increase by an
additional $100,000 per month for each month after the first six
months after the Petition Date until paid in full.

                      About Cliffs Club

Units of The Cliffs Communities, led by The Cliffs Club &
Hospitality Group, Inc., doing business as The Cliffs Golf &
Country Club, along with 10 affiliates, sought Chapter 11
protection (Bankr. D. S.C. Lead Case No. 12-01220) on Feb. 28,
2012.

The Cliffs has eight premier, private master-planned residential
communities, each to have its own world-class golf course.
Approximately 3,734 lots have been sold.  There are currently
1,385 finished homes, with 63 under construction.  The properties
for sale are owned by non-debtor DevCo entities.

The Feb. 28 Debtors operate the exclusive membership clubs for
golf, tennis, wellness and social activities at The Cliffs'
communities in North and South Carolina.  The clubs have 2,280
members, and there are 766 resigned members with refundable
deposits totaling $37 million.  The Debtors do not own the golf
courses -- they only own or lease all the "core amenities" for the
operation of the golf courses.

Another affiliate, Keowee Falls Investment Group, LLC, filed a
Chapter 11 petition (Bankr. D. S.C. Case No. 12-01399) in
Spartanburg, South Carolina, on March 2, 2012.  Travelers Rest-
based Keowee Falls estimated at least $100 million in assets and
liabilities of up to $50 million.

Judge John E. Waites presides over the Debtors' cases.   Lawyers
at McKenna Long & Aldridge LLP serve as the Debtors' lead counsel.
Dana Elizabeth Wilkinson, Esq., serves as local counsel.  Grisanti
Galef & Goldress serves as restructuring advisors and Katie S.
Goodman of GGG serves as CRO.  BMC Group Inc. serves as the
Debtors' claims and noticing agent.

According to papers filed in Court, the Debtors' total assets had
a $175 million book value at Dec. 31, 2011.  The Debtors' total
liabilities had a $333 million book value at Dec. 31, 2011.  The
petition was signed by Timothy P. Cherry, authorized officer.

Wells Fargo, as Indenture Trustee, is represented in the case by
Daniel S. Bleck, Esq., at Mintz Levin Cohn Ferris Glovsky and
Popeo P.C.; and Elizabeth J. Philp, Esq., and Michael Beal, Esq.,
at McNair Law Firm P.A.

The Official Committee of Unsecured Creditors is represented in
the case by John B. Butler, III, P.A., and Jonathan B. Alter,
Esq., at Bingham McCutchen LLP.


COACH AMERICA: Secures Final Financing Approval
-----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Coach America Holdings Inc. received final bankruptcy
court approval for a $30 million loan provided by existing
lenders.  Previously, the bankruptcy court gave interim approval
for $14.8 million in financing.

Coach America has obtained a commitment for $30 million of debtor-
in-possession financing from a steering committee of its existing
senior lenders.  The loan was arranged by JPMorgan Securities LLC.
JPMorgan Chase Bank N.A. is the DIP agent.

                      About Coach America

Coach America -- http://www.coachamerica.com/-- is the largest
tour and charter bus operator and the second largest motorcoach
service provider in the U.S.  Coach America operates the second
largest fleet in the U.S. with over 3,000 vehicles, including over
1,600 motorcoaches, primarily under the Coach America, American
Coach Lines and Gray Line brands.  Coach America employs
6,000 people.

Coach America Holdings Inc. and its U.S.-based subsidiaries filed
to reorganize under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
D. Del. Lead Case No. 12-10010) on Jan. 3, 2011.  Judge Kevin
Gross presides over the case.  Coach America's investment banker
is Rothschild Inc., legal counsel are Lowenstein Sandler PC and
Polsinelli Shughart, and its financial advisor is Alvarez & Marsal
North America LLC.  BMC Group Inc. serves as the Debtors' notice,
claims and balloting agent.

Coach America disclosed $274 million in assets and $402 million in
liabilities as of Nov. 30, 2011.  Liabilities include $318.7
million owing on first-lien debt with JPMorgan Chase Bank NA as
agent.  Second-lien debt, with Bank of New York Mellon Corp. as
agent, is $30.5 million.

Attorneys for JPMorgan, as Prepetition First Lien Agent and DIP
Agent, are Brian M. Resnick, Esq., at Davis Polk & Wardwell LLP;
and Mark D. Collins, Esq., at Richards, Layton & Finger, P.A.

In February 2012, Coach America named Laura Hendricks, the
company's vice president for business development, as its new
chief executive.

Coach America will conduct an auction on April 18 for
substantially all assets.  If secured lenders intend to bid, the
auction will take place April 25 instead. A quick sale is required
by the financing agreement.


CORNELL CORPORATION: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Cornell Corporation
        808 S. Third St.
        P.O. Box 338
        Cornell, WI 54732

Bankruptcy Case No.: 12-11433

Chapter 11 Petition Date: March 16, 2012

Court: United States Bankruptcy Court
       Western District of Wisconsin (Eau Claire)

Judge: Thomas S. Utschig

Debtor's Counsel: Lawrence J. Kaiser, Esq.
                  KAISER, LTD.
                  1109 W MacArthur Ave.
                  Eau Claire, WI 54701
                  Tel: (715) 832-1320
                  E-mail: ljk@bankruptcy-kaiserltd.com

Scheduled Assets: $806,170

Scheduled Liabilities: $2,307,248

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

The petition was signed by Michael T. Coughlin, president.


CROSS BORDER: Incurs $1.2 Million Net Loss in 2011
--------------------------------------------------
Cross Border Resources, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $1.19 million on $7.31 million of total revenues and
gains for the year ended Dec. 31, 2011, compared with net income
of $282,989 on $3.81 million of total revenues and gains during
the prior year.

The Company's balance sheet at Dec. 31, 2011, showed
$27.76 million in total assets, $10.18 million in total
liabilities, and $17.58 million in total stockholders' equity.

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

                        http://is.gd/GqvmX6

                   About Cross Border Resources

Cross Border Resources, Inc. f/k/a Doral Energy Corp. (OTC BB:
DRLY) -- http://www.DoralEnergy.com/-- is a licensed oil and gas
operator in the state of New Mexico.  The Company is headquartered
in Midland, Texas. Cross Border was formed effective Jan. 4, 2011,
following a merger between Doral Energy Corp. and the Pure Energy
Group.


CRYSTALLEX INTERNATIONAL: Adopts New Shareholder Rights Plan
------------------------------------------------------------
Crystallex International Corporation announced that its Board of
Directors has voted to adopt an additional shareholder rights
plan.  The New Rights Plan does not replace the original
shareholder rights plan of the Company dated as of June 22, 2006,
which is expected to expire this year.  The Board adopted the New
Rights Plan because the Existing Rights Plan may not adequately
serve the interests of the Company due to the changed
circumstances of the Company, including the ongoing dispute
between the Company and the Bolivarian Republic of Venezuela which
has led to the arbitration case between those entities and the
filing for court protection by the Company under the Companies'
Creditors Arrangement Act (Canada).

The New Rights Plan is not being adopted in response to any
proposal to acquire control of the Company.  Under the New Rights
Plan, take-over bids which meet certain requirements intended to
protect the interests of all shareholders continue to be exempted
from the dilutive aspects of the plan and are deemed to be
"Permitted Bids".  Permitted Bids must be made by way of a take-
over bid circular prepared in compliance with applicable
securities laws and, among other conditions, must remain open for
sixty days.

A copy of the New Rights Plan together with a summary thereof will
be available for review under the Company's profile at
http://www.sedar.com/, and on the Company's Web site at
http://www.crystallex.com/,by March 19, 2012.

Although the New Rights Plan will take effect immediately, the
Company will submit the New Rights Plan for confirmation at the
next meeting of shareholders; and the New Rights Plan will expire
at the third annual meeting of shareholders thereafter.  If the
shareholders do not confirm the New Rights Plan at the next
meeting of shareholders, the New Rights Plan will terminate and
cease to be effective at that time.

                         About Crystallex

Crystallex International Corporation is a Canadian based mining
company, with a focus on acquiring, exploring, developing and
operating mining projects.  Crystallex has successfully operated
an open pit mine in Uruguay and developed and operated three gold
mines in Venezuela.  The Company's principal asset is its
international claim in relation to its investment in the Las
Cristinas gold project located in Bolivar State, Venezuela.

On Dec. 23, 2011, announced that it obtained an order from the
Ontario Superior Court of Justice (Commercial List) for protection
under the Companies' Creditors Arrangement Act (Canada) (CCAA).
Ernst & Young Inc. was appointed monitor under the order.

Crystallex has also commenced a proceeding under Chapter 15 of the
Bankruptcy Code in the U.S. Bankruptcy Court for the District of
Delaware in order to ensure that relevant CCAA orders are enforced
in the United States.  The Bankruptcy Court has recognized
Crystallex's CCAA proceeding as well as the initial order and
subsequent stay extension of the Ontario Superior Court of
Justice.

The Company reported a net loss of US$33.7 million for the nine
months ended Sept. 30, 2011, compared with a net loss of
US$27.7 million for the same period in 2010.

The Company reported losses from continuing operations of
US$22.0 million and US$14.5 million for the nine months Sept. 30,
2011, and 2010, respectively.

Following the Government of Venezuela's unilateral cancellation of
the Las Cristinas Mine Operating Contract (the "MOC") on Feb. 3,
2011, the Company filed for arbitration before ICSID's Additional
Facility and commenced the process of handing the Las Cristinas
project back to the Government of Venezuela.  The handover to the
Government of Venezuela was completed on April 5, 2011, upon
receipt of a certificate of delivery from the Corporacion
Venezolana de Guayana (the "CVG").  As a result, the Company has
determined that its operations in Venezuela should be accounted
for as a discontinued operation.

The Company reported losses from discontinued operations of
US$11.7 million and US$13.1 million for the nine months ended
Sept. 30, 2011, respectively.

The Company's balance sheet at Sept. 30, 2011, showed
US$19.8 million in total assets, US$115.17 million in total
liabilities and a stockholders' deficit of US$95.3 million.


DELPHI CORP: Moody's Upgrades Corporate Family Rating to 'Ba1'
--------------------------------------------------------------
Moody's Investors Service raised the ratings of Delphi Corporation
-- Corporate Family and Probability of Default Ratings to Ba1 from
Ba2. Delphi Corporation is the U.S. based subsidiary of Delphi
Automotive, PLC (Delphi). In a related action, Moody's raised the
ratings on Delphi's senior secured credit facilities and senior
unsecured notes to Baa2 and Ba2, respectively. The Speculative
Grade Liquidity Rating is affirmed at SGL-2. The rating outlook is
stable.

The following ratings were raised:

Delphi Corporation:

Corporate Family Rating, to Ba1 from Ba2;

Probability of Default, to Ba1 from Ba2;

Senior secured revolving credit facility, to Baa2 (LGD2 18%) from
Baa3 (LGD2, 22%);

Senior secured term loan A, to Baa2 (LGD2 18%) from Baa3 (LGD2,
22%);

Senior secured term loan B, to Baa2 (LGD2 18%) from Baa3 (LGD2,
22%);

Senior unsecured notes due 2019, to Ba2 (LGD2 64%) from Ba3 (LGD4,
66%);

Senior unsecured notes due 2021, to Ba2 (LGD2 64%) from Ba3 (LGD4,
66%)

The following rating was affirmed:

SGL-2, Speculative Grade Liquidity Rating

RATINGS RATIONALE

The upgrade of Delphi Corporation's Corporate Family Rating (CFR)
to Ba1 reflects Moody's expectation that Delphi will continue to
demonstrate improved credit metrics as it leverages its low-cost
manufacturing footprint to deliver on new platform wins with
global auto manufacturers. For fiscal 2011, Delphi's debt/EBITDA
and EBIT/interest were 1.5x, and 9.1x, respectively, pro forma for
the debt issuance in March. Delphi's competitive position in the
automotive parts supplier industry is supported by its technology
leadership, strong customer and geographic diversity and low cost
structure. The company has continued to diversify its customer
base with General Motors, which accounted for 41% of revenue in
2007 and now only accounts for 19% in 2011, as the company has
exited unprofitable activities and grown business with other
manufacturers. Delphi's ability to penetrate new customers has
enabled it to deliver revenue growth in 2011 of 16%, well in
excess of global trends. New business wins of $23.5 billion in
2011 should facilitate further revenue growth and market share
gains as these programs are executed over the intermediate term.

While Moody's expects global auto demand to increase in the 4-5%
range in 2012, the performance of individual regions will vary
considerably, and Delphi's geographic and product diversity will
help sustain favorable operating metrics. Europe, which accounted
for 45% of 2011 revenue, is likely to see flat to declining auto
demand in the near term. Yet, with a strong presence in
aftermarket sales, a good mix of luxury vehicles and commercial
vehicle components, and further penetration of new programs Delphi
should see continued favorable performance. Growth regions such as
North America and Asia which represented about 32% and 16% of 2011
revenues, respectively, are likely to be of growing importance
until European auto demand recovers. Moreover, Delphi's strong
EBIT margin, 10.6% for 2011 (using Moody's standard adjustments),
is supported by a flexible cost structure with a large portion of
the hourly workforce now in low cost manufacturing locations, and
provides cushion to withstand cyclical weakness in automotive
demand.

The stable rating outlook reflects Moody's view that Delphi will
be able to sustain its strong credit metrics over the
intermediate-term despite the recessionary environment in Europe,
increasing competitive pressures on the company's major domestic
customers from Asian OEMs, and rising raw material costs.

The SGL-2 Speculative Grade Liquidity Rating reflects Moody's
expectation that Delphi will maintain a good liquidity profile
over the near-term supported by strong cash balances, free cash
flow generation, and availability under the revolving credit
facility. As of December 31, 2011, Delphi had cash and cash
equivalents of $1.4 billion, not including restricted cash of
about $9 million. Positive free cash generation over the near-term
is expected to be supported by the company's strong EBIT margins;
modest global automotive industry growth allowing for moderate
working capital usage; and minimal term loan amortization
required. The $1.3 billion revolving credit facility was unfunded
at December 31, 2011 with about $9 million of letters of credit
outstanding. The only financial covenant under the bank credit
facility is a net leverage ratio test for which the company is
expected to maintain ample covenant cushion over the near-term.
Alternate liquidity is supported by a debt incurrence basket under
the credit facilities which permits additional amounts of foreign
account receivable factoring and other foreign debt.

An improving balance of profitability in the regions in which the
company operates would be a key factor in considering the
potential for higher ratings. Delphi also must continue to
demonstrate conservative financial policies with regard to
shareholder friendly actions, as a large portion of the company's
shareholders continue to represent pre-emergence debt holders.
Achieving the above while sustaining a strong liquidity profile
and maintaining EBIT margins above 10% and Debt/EBITDA below 2.0x,
both on a Moody's adjusted basis, could support a higher rating or
outlook.

Factors that have the potential to lower Delphi's rating or
outlook include: deterioration of automotive demand or greater raw
material cost pressures resulting in EBIT margins approaching 7%,
as well as debt funded acquisitions or other large shareholder
actions. Consideration for a lower outlook or rating could result
if any of these factors lead to Debt/EBITDA above 2.5x or a
deterioration in liquidity.

The principal methodology used in rating Delphi Automotive, PLC
was the Global Automotive Supplier Industry Methodology published
in January 2009. Other methodologies used include Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.

Delphi Automotive, PLC is a supplier of vehicle electronics,
transportation components, integrated systems and modules, and
other electronic technology. Delphi operates globally and has a
diverse customer base, including every major vehicle manufacturer.
Revenues in 2011 were approximately $16 billion.


DETROIT, MI: Moody's Downgrades GOULT Debt Rating to 'B2'
---------------------------------------------------------
Moody's Investors Service has downgraded to B2 from Ba3 the City
of Detroit's (MI) $553.1 million of outstanding general obligation
unlimited tax (GOULT) debt, and has also downgraded to B3 from B1
the city's $486.4 million of outstanding general obligation
limited tax (GOLT) debt. Moody's also downgraded to B2 from Ba3
the Detroit Retirement Systems Funding Trust 2005's $520.2 million
of outstanding Taxable Certificates of Participation (COPs),
Series 2005A; and the Detroit Retirement Systems Funding Trust
2006's $948.5 million of outstanding Taxable COPs, Series 2006A
and Series 2006B. The COPs are secured by the city's unconditional
contractual obligation to pay debt service, which is not subject
to annual appropriation. The ratings remain under review for
possible downgrade.

Summary Ratings Rationale

The downgrades are based on the city's weakened financial
position, as evidenced by its narrow cash position, reliance on
debt financing to stabilize operations and ongoing labor
concession negotiations, both of which are yet to be secured and
will aid in maintaining a positive cash position. Although efforts
to stabilize the city's finances and improve liquidity are ongoing
and could be resolved over the very near term, protracted
discussions continue and this uncertainty increases bondholder
risks. The state continues its in-depth review of the city's
finances, which could result in bringing the city one step closer
to bankruptcy filing. Finally, recently filed audited financial
results for fiscal 2011 confirm Moody's expectation of continued
financial strain, with a sizable operating deficit and a large
negative General Fund balance.

Maintenance of the rating on review for downgrade is based on two
remaining challenges facing the city's path to fiscal stability
over the near term that may more likely than not put additional
stress on the credit. First, the ongoing effort to repeal the
current state oversight law may result in either diminished state
authority or result in an absence of a state oversight framework
until a vote on the repeal is held. However, it should be noted
that signatures for the repeal effort have yet to be certified and
there is the possibility of replacement legislation if the current
law were suspended. Additionally, the downgrade of the rating of
the COPs to below Ba3 constitutes a termination event under
revised swap terms that became effective June 2009. Under such a
termination event, the counterparties could trigger a termination
payment, payable over seven years, which would further complicate
the city's ability to manage its cashflow over the medium to
longer term.

Strengths

- Diverse revenue base for the General Fund

- Strong state oversight provided by Michigan Public Act 4

- Recent resurgence of domestic automakers, resulting in hiring
   across the metro Detroit region

Challenges

- Weak liquidity profile, requiring active cash flow management
   techniques including debt refinancing to meet operating needs

- Ongoing inability to achieve structural balance in the General
   Fund

- Significant, ongoing General Fund support for the
   Transportation Fund

- Potential termination payment due for swap agreements issued in
   conjunction with Series 2005 and 2006 Certificates of
   Participation

- Declining population base and resulting service delivery issues
   for a smaller population spread across a wide base

- Ongoing state review of the city's finances, which may result
   in appointment of an emergency manager which is the first
   requisite step to filing for bankruptcy

Outlook

Maintenance of the rating on review for downgrade is based on two
remaining challenges facing the city's path to fiscal stability
over the near term that may more likely than not put additional
stress on the credit. First, the ongoing effort to repeal the
current state oversight law may result in either diminished state
authority or result in an absence of a state oversight framework
until a vote on the repeal is held. Additionally, the downgrade of
the rating of the COPs to below Ba3 constitutes a termination
event under revised swap terms that became effective June 2009.
Under such a termination event, the counterparties could trigger a
termination payment, payable over seven years, which would further
complicate the city's ability to manage its cashflow over the
medium to longer term.

WHAT COULD CHANGE THE RATING - UP

- Material operating surpluses, achieved through structurally
   balanced financial results that will carry forward to future
   fiscal years

- Sustained economic improvement coupled with revenue
   enhancements

- A material improvement in the city's unrestricted cash and
   investment position such that the city continues to be less
   dependent on cash flow borrowing

WHAT COULD CHANGE THE RATING - DOWN

- Revenue challenges that continue to exceed expenditure (and
   alternate revenue) solutions

- Continued operating deficits leading to heightened cash-flow
   weakness

- Further increase of the city's leveraged position

- Economic performance which would be unable to sustain revenue
   growth or revenue stability

- Increase in likelihood of either a bankruptcy filing or plan to
   default on debt obligations

Principal Methodology Used

The principal methodology used in this rating was General
Obligation Bonds Issued by U.S. Local Governments published in
October 2009.


DEX MEDIA EAST: Bank Debt Trades at 49% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Dex Media East LLC
is a borrower traded in the secondary market at 50.86 cents-on-
the-dollar during the week ended Friday, March 16, 2012, an
increase of 1.36 percentage points from the previous week
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  The Company pays 250 basis points above
LIBOR to borrow under the facility.  The bank loan matures on
Oct. 24, 2014.  The loan is one of the biggest gainers and losers
among 191 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

               About R.H. Donnelley & Dex Media East

Based in Cary, North Carolina, R.H. Donnelley Corp., fka The Dun &
Bradstreet Corp. (NYSE: RHD) -- http://www.rhdonnelley.com/--
publishes and distributes print and online directories in the U.S.
It offers print directory advertising products, such as yellow
pages and white pages directories.  R.H. Donnelley Inc., Dex
Media, Inc., and Local Launch, Inc., are the company's only direct
wholly owned subsidiaries.

Dex Media East LLC is a publisher of the official yellow pages and
white pages directories for Qwest Communications International
Inc. in the states, where Qwest is the primary incumbent local
exchange carrier, such as Colorado, Iowa, Minnesota, Nebraska, New
Mexico, North Dakota and South Dakota.

R.H. Donnelley Corp. and 19 of its affiliates, including Dex Media
East LLC, Dex Media West LLC and Dex Media, Inc., filed for
Chapter 11 protection (Bank. D. Del. Case No. 09-11833 through 09-
11852) on May 28, 2009, after missing a $55 million interest
payment on its senior unsecured notes.  James F. Conlan, Esq.,
Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq., Jeffrey E. Bjork,
Esq., and Peter K. Booth, Esq., at Sidley Austin LLP, in Chicago,
represented the Debtors in their restructuring efforts.  Edmon L.
Morton, Esq., and Robert S. Brady, Esq., at Young, Conaway,
Stargatt & Taylor LLP, in Wilmington, Delaware, served as the
Debtors' local counsel.  The Debtors' financial advisor was
Deloitte Financial Advisory Services LLP while its investment
banker was Lazard Freres & Co. LLC.  The Garden City Group, Inc.,
served as claims and noticing agent.  The Official Committee of
Unsecured Creditors tapped Ropes & Gray LLP as its counsel, Cozen
O'Connor as Delaware bankruptcy co-counsel, J.H. Cohn LLP as its
financial advisor and forensic accountant, and The Blackstone
Group, LP, as its financial and restructuring advisor.  The
Debtors emerged from Chapter 11 bankruptcy proceedings at the end
of January 2010.


DEX MEDIA WEST: Bank Debt Trades at 39% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Dex Media West LLC
is a borrower traded in the secondary market at 60.50 cents-on-
the-dollar during the week ended Friday, March 16, 2012, an
increase of 1.83 percentage points from the previous week,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  The Company pays 450 basis points above
LIBOR to borrow under the facility.  The bank loan matures on
Oct. 24, 2014, and carries Standard & Poor's CCC rating.  The loan
is one of the biggest gainers and losers among 191 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

               About R.H. Donnelley & Dex Media East

Based in Cary, North Carolina, R.H. Donnelley Corp., fka The Dun &
Bradstreet Corp. (NYSE: RHD) -- http://www.rhdonnelley.com/--
publishes and distributes print and online directories in the U.S.
It offers print directory advertising products, such as yellow
pages and white pages directories.  R.H. Donnelley Inc., Dex
Media, Inc., and Local Launch, Inc., are the company's only direct
wholly owned subsidiaries.

Dex Media East LLC is a publisher of the official yellow pages and
white pages directories for Qwest Communications International
Inc. in the states, where Qwest is the primary incumbent local
exchange carrier, such as Colorado, Iowa, Minnesota, Nebraska, New
Mexico, North Dakota and South Dakota.

R.H. Donnelley Corp. and 19 of its affiliates, including Dex Media
East LLC, Dex Media West LLC and Dex Media, Inc., filed for
Chapter 11 protection (Bank. D. Del. Case No. 09-11833 through 09-
11852) on May 28, 2009, after missing a $55 million interest
payment on its senior unsecured notes.  James F. Conlan, Esq.,
Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq., Jeffrey E. Bjork,
Esq., and Peter K. Booth, Esq., at Sidley Austin LLP, in Chicago,
represented the Debtors in their restructuring efforts.  Edmon L.
Morton, Esq., and Robert S. Brady, Esq., at Young, Conaway,
Stargatt & Taylor LLP, in Wilmington, Delaware, served as the
Debtors' local counsel.  The Debtors' financial advisor was
Deloitte Financial Advisory Services LLP while its investment
banker was Lazard Freres & Co. LLC.  The Garden City Group, Inc.,
served as claims and noticing agent.  The Official Committee of
Unsecured Creditors tapped Ropes & Gray LLP as its counsel, Cozen
O'Connor as Delaware bankruptcy co-counsel, J.H. Cohn LLP as its
financial advisor and forensic accountant, and The Blackstone
Group, LP, as its financial and restructuring advisor.  The
Debtors emerged from Chapter 11 bankruptcy proceedings at the end
of January 2010.


DIAMOND FOODS: Talking to P/E Firms for Sale of Minority Stake
--------------------------------------------------------------
The Wall Street Journal's Joann S. Lublin, Anupreeta Das and Gina
Chon report that people familiar with the matter said Diamond
Foods Inc. is talking to private-equity firms about a possible
minority investment, as the company searches for capital to
bolster its balance sheet.

According to the Journal, the source said the exact amount of
capital that Diamond is seeking is unclear, but a major goal is to
be able to better pay walnut growers who feel the company has been
shortchanging them for their crops.

Separately, WSJ relates, Diamond said Wednesday it had
renegotiated the agreement that gives it access to revolving
credit. Under the new deal with its banks, Diamond will suspend
dividend payments and pay a higher interest rate on its
borrowings.

According to the report, Diamond said March 13 that it had hired
Dean Bradley Osborne Partners LLC, a boutique investment bank
formed this year by ex-Morgan Stanley bankers.  Sources told WSJ,
the bank recently has approached several buyout firms including
KKR & Co., Blackstone Group LP and TPG to gauge their interest in
taking a minority stake.

The sources told the Journal some of the buyout firms are weighing
the possibility of taking Diamond private, but are wary given
unresolved federal investigations into payments the company made
to its walnut growers.

The sources also told the Journal the Diamond's board is less
interested in selling the entire company to private-equity buyers
than it is in raising funds.

According to the Journal, one person familiar with the matter said
KKR is pondering an investment in Diamond that could be either
equity or debt, although there is no guarantee of a deal.

Diamond continues to seek a permanent new CEO to replace Michael
J. Mendes last month. The company has received expressions of
interest from a number of external candidates, a person familiar
with the matter said, according to the Journal.

The source also told WSJ that Diamond is moving closer to
restating results for the past two years.  That source said the
restated figures still need final approval by Deloitte & Touche
LLP, Diamond's outside auditors.

                        About Diamond Foods

The Diamond Foods, Inc. -- http://www.diamondfoods.com/--
is a packaged food company focused on building, acquiring and
energizing brands including Kettle(R) Chips, Emerald(R) snack
nuts, Pop Secret(R) popcorn, and Diamond of California(R) nuts.
The Company's products are distributed in a wide range of stores
where snacks and culinary nuts are sold.

The Securities and Exchange Commission and the audit committee of
the Company's board are investigating payments the Company made to
walnut growers late last summer.  Shareholders have sued the
company alleging Diamond delayed what it called "momentum
payments" to inflate its 2011 earnings.  Diamond missed a deadline
to file its fiscal first-quarter results in light of the SEC
probe.  Diamond has said it will cooperate with the SEC.

The accounting questions have forced Diamond to delay its $2.35
billion acquisition of Pringles from Procter & Gamble Co.  P&G has
said the deal hinges on the favorable resolution of the
investigations.

WSJ reports two of the five largest shareholders of Diamond Foods
dumped the bulk of their holdings amid the accounting probes.  Del
Mar Asset Management, Diamond's third-largest stockholder with
8.7% of the company at the end of September 2011, according to
FactSet Research, now owns just 40,000 shares, or 0.2% of the
company.  BAMCO Inc., Diamond's fifth-largest shareholder in
September with 6.9% of the company, has since sold all of its
shares.


DRINKS AMERICAS: Reports $182,992 Net Income in Jan. 31 Quarter
---------------------------------------------------------------
Drinks Americas Holdings, Ltd., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $182,992 on $1.12 million of net sales for the three
months ended Jan. 31, 2012, compared with a net loss of $531,824
on $141,883 of net sales for the same period a year ago.

The Company reported a net loss of $547,479 on $2.53 million of
net sales for the nine months ended Jan. 31, 2012, compared with a
net loss of $2.28 million on $387,781 of net sales for the same
period during the prior year.

The Company reported a net loss of $4.58 million on $497,453 of
net sales for the year ended April 30, 2011, compared with a net
loss of $5.61 million on $890,380 of net sales during the prior
year.

Bernstein & Pinchuk, in New York, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has incurred
significant losses from operations since its inception and has a
working capital deficiency.

The Company's balance sheet at Jan. 31, 2012, showed $6.74 million
in total assets, $4.39 million in total liabilities, and
$2.35 million in total stockholders' equity.

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

                        http://is.gd/atDXXb

                       About Drinks Americas

Headquartered in Wilton, Conn., Drinks Americas Holdings, Ltd. --
http://www.drinksamericas.com/-- through its majority-owned
subsidiaries, Drinks Americas, Inc., Drinks Global, LLC, D.T.
Drinks, LLC, and Olifant U.S.A Inc., imports, distributes and
markets unique premium wine and spirits and alcoholic beverages
associated with icon entertainers, celebrities and destinations,
to beverage wholesalers throughout the United States.


DRYSHIPS INC: Incurs US$47.3 Million Net Loss in 2011
-----------------------------------------------------
Dryships Inc. filed with the U.S. Securities and Exchange
Commission its annual report on Form 20-F disclosing a net loss of
US$47.28 million on US$1.07 billion of total revenues for the year
ended Dec. 31, 2011, compared with net income of US$190.45 million
on US$859.74 million of total revenues during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed
US$8.62 billion in total assets, US$4.68 billion in total
liabilities, and US$3.93 billion in total equity.

Since the date of initial issuance of the Company's report on the
financial statements dated April 7, 2010, which report contained
an explanatory paragraph regarding the Company's ability to
continue as a going concern, the Company has in March 2011,
received commitments from financial institutions for additional
financing amounting to $800 million and consents from existing
lenders to draw down an additional amount of $495 million to cover
obligations falling due within 2011.  Additionally, Dryships Inc.,
majority owner of the Company, has committed to provide cash to
meet the Company's liquidity needs during 2011.  Therefore, the
conditions that raised substantial doubt about whether the Company
will continue as going concern no longer exist.

A copy of the Form 20-F is available for free at:

                       http://is.gd/xLxhem

                       About DryShips Inc.

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

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

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

In its audit report on the Company's financial statements for the
year ended Dec. 31, 2010, Deloitte, Hadjipavlou Sofianos &
Cambanis S.A., noted that the Company's inability to comply with
financial covenants under its original loan agreements as of
Dec. 31, 2009, its negative working capital position and other
matters raise substantial doubt about its ability to continue as a
going concern.


DUFFIE PROPERTIES: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Duffie Properties Number One, LLC
        P.O. Box 204008
        Martinez, GA 30917

Bankruptcy Case No.: 12-10514

Chapter 11 Petition Date: March 16, 2012

Court: U.S. Bankruptcy Court
       Southern District of Georgia (Augusta)

Debtor's Counsel: Todd Boudreaux, Esq.
                  SHEPARD PLUNKETT HAMILTON BOUDREAUX
                  7013 Evans Town Center Boulevard, Suite 303
                  Evans, GA 30809
                  Tel: (706) 869-1334
                  Fax: (706) 868-6788
                  E-mail: tboudreaux@shepardplunkett.com

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

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

Affiliate that simultaneously filed Chapter 11 petition:

  Debtor                                   Case No.
  ------                                   --------
Duffie Properties Number Three, LLC        12-10515
  Assets: $1,000,001 to $10,000,000
  Debts: $1,000,001 to $10,000,000

The petitions were signed by Gail Duffie Stebbins, manager.

Duffie Properties Number One's list of its largest unsecured
creditors filed with the petition does not contain any entry.

Duffie Properties Number Three's list of its largest unsecured
creditors filed with the petition does not contain any entry.

The petition was signed by Gail D. Stebbins, manager.


EASTMAN KODAK: Apple Fails in Bid to Pursue Patent Suit
-------------------------------------------------------
Apple Inc. failed to win bankruptcy court order to lift the
automatic stay that was applied to its patent-infringement lawsuit
against Eastman Kodak Co.

Judge Allan Gropper of the U.S. Bankruptcy Court in Manhattan
denied Apple's request on March 12, saying unfreezing the suit
would be inappropriate.

The bankruptcy judge, however, suggested any ultimate decision he
makes over the disputed patent could probably be done "without any
waiver of any jury trial rights."  This means that Apple and
Eastman Kodak could continue the patent ownership fight later out
of bankruptcy court even after Judge Gropper makes a decision, or
reach a settlement and come before him for its approval, according
to a report by The Wall Street Journal.

Judge Gropper asked Apple and Eastman Kodak to return to court on
March 20 with recommendations of how to proceed with a hearing
that would enable a quick resolution of the patent ownership
fight, the Journal reported.

The lawsuit, which is pending in a district court, had been halted
automatically by U.S. bankruptcy law and by the International
Trade Commission.

Apple proposed lifting the stay that shields Eastman Kodak from
litigation so the suit could continue.  It said in court papers
that it is "suffering irreparable harm every day that the patent
ownership claims are not resolved."  Eastman Kodak and the
Official Committee of Unsecured Creditors both said Apple "has not
shown cause to lift the stay."

The disputed patent concerns a digital camera that can preview
images on an LCD screen.  It is part of a portfolio of digital-
imaging patents estimated to be worth between $2.2 billion and
$2.6 billion that Eastman Kodak has been trying to sell.

           Judge Denies Apple Bid to File New Complaint

The Bankruptcy Court also denied Apple's bid to file a new patent-
infringement complaint against Kodak.  The Bankruptcy Court said
the claim that Apple would only seek damages for money owed after
Kodak's bankruptcy "appears to be disingenuous," according to a
report by The Wall Street Journal.

Apple's lawyers said earlier in the hearing that they would be
willing to withdraw that request, although the bankruptcy court
still ruled on it, the Journal reported.

Apple, which accuses Kodak of infringing on patents it owns,
previously asked for approval to file a new complaint in a
district court to recover damages, and in the International Trade
Commission to open an investigation into the alleged infringement.

Striking back against Kodak's opposition, Apple argued the
investigation falls within the "police and regulatory" exception
to the automatic stay.  Kodak previously argued that private
entities are barred from complaining to government authorities
about a bankrupt company's unlawful actions without first getting
bankruptcy court approval.

Apple also told the Bankruptcy Court at the hearing that even if
Kodak keeps its promises to leave the camera business, its photo
booths and other products will still infringe Apple's, Law360
reported.

                       About Eastman Kodak

Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, voluntarily filed for Chapter 11
reorganization (Bankr. S.D.N.Y. Lead Case No. 12-10202) in
Manhattan.  Subsidiaries outside of the U.S. are not included in
the filing and will continue to operate as usual.

The Company, founded in 1880 by George Eastman, was once the
world's leading producer of film and cameras.  In recent years,
Kodak has been working to transform itself from a business
primarily based on film and consumer photography to a smaller
business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.

Having invested significantly in research and development for over
a century, Kodak has a vast portfolio of patents.  In 1975, Kodak
scientists invented the first digital camera.  Kodak then went on
to develop a vast collection of patented technologies to enhance
digital image capture and processing, technologies that are used
in virtually every modern digital camera, smartphone and tablet,
as well as numerous other devices.  Kodak has 8,900 patent and
trademark registrations and applications in the United States, as
well as 13,100 foreign patents and trademark registrations or
pending registration in roughly 160 countries.

Kodak disclosed $5.10 billion in assets and $6.75 billion in
liabilities as of Sept. 30, 2011.  The net book value of all
assets located outside the United States as of Dec. 31, 2011 is
$13.5 million.

Kodak says it has "significant" legacy liabilities, which include
$1.2 billion in non-U.S. pension liabilities, $1.3 billion of
Other Post-Employment Benefit ("OPEB") liabilities and roughly
$100 million in environmental liabilities.

Kodak has outstanding funded debt in an aggregate amount of
roughly $1.6 billion, consisting primarily of roughly: (a) $100
million outstanding under the first lien revolving credit facility
plus an additional $96 million in face amount of outstanding
letters of credit; (b) $750 million in principal amount of second
lien secured notes; (c) $400 million in principal amount of
convertible notes; and (d) $283 million in principal amount of
other senior unsecured debt.  Kodak also has roughly $425 million
in outstanding trade debt.

Kodak sought bankruptcy protection amid near-term liquidity issues
brought about by steeper-than-expected declines in Kodak's
historically profitable traditional businesses, and cash flow from
the licensing and sale of intellectual property being delayed due
to litigation tactics employed by a small number of infringing
technology companies with strong balance sheets and an awareness
of Kodak's liquidity challenges.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  FTI Consulting,
Inc., is the restructuring advisor.   Lazard Freres & Co. LLC, is
the investment banker.   Kurtzman Carson Consultants LLC is the
claims agent.  A group of second lien lenders are represented by
Akin Gump Strauss Hauer & Feld LLP.

The Official Committee of Unsecured Creditors has tapped
Milbank, Tweed, Hadley & McCloy LLP, as its bankruptcy counsel.

Bankruptcy Creditors' Service, Inc., publishes EASTMAN KODAK
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Eastman Kodak and its affiliates
(http://bankrupt.com/newsstand/or 215/945-7000).


EASTMAN KODAK: Wells Fargo Added as Co-Collateral Agent
-------------------------------------------------------
Eastman Kodak disclosed in a March 6 filing with the U.S.
Securities and Exchange Commission that it entered into Amendment
No. 2 to the DIP Credit Agreement, Amendment No. 1 to US Security
Agreement, and Amendment No. 1 to Canadian Security Agreement.

The amendment added Wells Fargo Bank, N.A., as co-collateral agent
under the facility.  The definition of "Adjusted EBITDA" was also
revised to provide for an add-back for cash expenses or losses
funded from assets of the Kodak Retirement Income Plan, according
to the regulatory filing.

A full-text copy of Amendment No. 2 is available at no charge at
http://is.gd/vEIAXd

Eastman Kodak also filed with the U.S. Bankruptcy Court in
Manhattan a copy of the redacted version of the so-called fee
letter it executed with Citigroup Global Markets Inc.  The letter
provides for the fees and other costs payable under Kodak's $950
million bankruptcy loan with Citigroup.

A copy of the fee letter is available without charge at:

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

                       About Eastman Kodak

Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, voluntarily filed for Chapter 11
reorganization (Bankr. S.D.N.Y. Lead Case No. 12-10202) in
Manhattan.  Subsidiaries outside of the U.S. are not included in
the filing and will continue to operate as usual.

The Company, founded in 1880 by George Eastman, was once the
world's leading producer of film and cameras.  In recent years,
Kodak has been working to transform itself from a business
primarily based on film and consumer photography to a smaller
business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.

Having invested significantly in research and development for over
a century, Kodak has a vast portfolio of patents.  In 1975, Kodak
scientists invented the first digital camera.  Kodak then went on
to develop a vast collection of patented technologies to enhance
digital image capture and processing, technologies that are used
in virtually every modern digital camera, smartphone and tablet,
as well as numerous other devices.  Kodak has 8,900 patent and
trademark registrations and applications in the United States, as
well as 13,100 foreign patents and trademark registrations or
pending registration in roughly 160 countries.

Kodak disclosed $5.10 billion in assets and $6.75 billion in
liabilities as of Sept. 30, 2011.  The net book value of all
assets located outside the United States as of Dec. 31, 2011 is
$13.5 million.

Kodak says it has "significant" legacy liabilities, which include
$1.2 billion in non-U.S. pension liabilities, $1.3 billion of
Other Post-Employment Benefit ("OPEB") liabilities and roughly
$100 million in environmental liabilities.

Kodak has outstanding funded debt in an aggregate amount of
roughly $1.6 billion, consisting primarily of roughly: (a) $100
million outstanding under the first lien revolving credit facility
plus an additional $96 million in face amount of outstanding
letters of credit; (b) $750 million in principal amount of second
lien secured notes; (c) $400 million in principal amount of
convertible notes; and (d) $283 million in principal amount of
other senior unsecured debt.  Kodak also has roughly $425 million
in outstanding trade debt.

Kodak sought bankruptcy protection amid near-term liquidity issues
brought about by steeper-than-expected declines in Kodak's
historically profitable traditional businesses, and cash flow from
the licensing and sale of intellectual property being delayed due
to litigation tactics employed by a small number of infringing
technology companies with strong balance sheets and an awareness
of Kodak's liquidity challenges.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  FTI Consulting,
Inc., is the restructuring advisor.   Lazard Freres & Co. LLC, is
the investment banker.   Kurtzman Carson Consultants LLC is the
claims agent.  A group of second lien lenders are represented by
Akin Gump Strauss Hauer & Feld LLP.

The Official Committee of Unsecured Creditors has tapped
Milbank, Tweed, Hadley & McCloy LLP, as its bankruptcy counsel.

Bankruptcy Creditors' Service, Inc., publishes EASTMAN KODAK
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Eastman Kodak and its affiliates
(http://bankrupt.com/newsstand/or 215/945-7000).


ECOSPHERE TECHNOLOGIES: Incurs $5.8 Million Net Loss in 2011
------------------------------------------------------------
Ecosphere Technologies, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $5.86 million on $21.08 million of total revenues in
2011, a net loss of $22.65 million on $8.96 million of total
revenues in 2010, and a net loss of $19.05 million on
$1.76 million of total revenues in 2009.

The Company's balance sheet at Dec. 31, 2011, showed $9.61 million
in total assets, $5.17 million in total liabilities, $3.98 million
in total redeemable convertible cumulative preferred stock, and
$458,986 in total equity.

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

                        http://is.gd/rIFnVE

                   About Ecosphere Technologies

Stuart, Fla.-based Ecosphere Technologies, Inc. (OTC BB: ESPH)
-- http://www.ecospheretech.com/-- is a diversified water
engineering, technology licensing and environmental services
company that designs, develops and manufactures wastewater
treatment solutions for industrial markets.  Ecosphere, through
its majority-owned subsidiary Ecosphere Energy Services, LLC
("EES"), provides energy exploration companies with an onsite,
chemical free method to kill bacteria and reduce scaling during
fracturing and flowback operations.

As reported in the TCR on Mar 22, 2011, Salberg & Company, P.A.,
in Boca Raton, Fla., expressed substantial doubt about Ecosphere
Technologies' ability to continue as a going concern, following
the Company's 2010 results.  The independent auditors noted that
the Company has a net loss applicable to Ecosphere Technologies,
Inc. common stock of $22,237,207, and net cash used in
operations of $1,267,206 for the year ended Dec. 31, 2010, and a
working capital deficit, a stockholders' deficit and an
accumulated deficit of $5,459,051, $1,780,735 and $110,025,222,
respectively, at Dec. 31, 2010.  In addition, the Company has
redeemable convertible cumulative preferred stock that is eligible
for redemption at a redemption amount of $3,877,796 including
accrued dividends as of Dec. 31, 2010.


ELEPHANT TALK: Delays 2011 Annual Report
----------------------------------------
Elephant Talk Communications Corp. was unable to file its Annual
Report on Form 10-K for the fiscal year ended Dec. 31, 2011, on a
timely basis because the Company required additional time to work
with its outside professionals to prepare and finalize the
document.  The Company fully expects to file its Form 10-K within
the additional time allowed by this report.

                        About Elephant Talk

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

The Company reported a net loss of $92.48 million in 2010 compared
with a net loss of $17.30 million in 2009.  The Company reported a
net loss of $18.70 million for the nine months period ended
Sept. 30, 2011.

The Company's balance sheet at Sept. 30, 2011, showed $50.86
million in total assets, $9.53 million in total liabilities and
$41.32 million in total stockholders' equity.

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


ELIHO ENERGY: Case Summary & 24 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Eliho Energy Systems, Inc.
        P.O. Box 1032, Newtown, PA 18940
        201 Corporate Drive East
        Langhorne, PA 19047

Bankruptcy Case No.: 12-12601

Chapter 11 Petition Date: March 16, 2012

Court: United States Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Judge: Magdeline D. Coleman

Debtor's Counsel: Gregory R. Noonan, Esq.
                  WALFISH & NOONAN, LLC
                  528 DeKalb St.
                  Norristown, PA 19401
                  Tel: (610) 277-7899
                  E-mail: walfishnoonan@aol.com

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

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

A copy of the list of 24 largest unsecured creditors is
available for free at http://bankrupt.com/misc/paeb12-12601.pdf

The petition was signed by Edward C. Stanojev, president.


EOS PREFERRED: Board Unanimously Approves Company Dissolution
-------------------------------------------------------------
The Board of Directors of EOS Preferred Corporation unanimously
approved, subject to obtaining the approval or non-objection of
the Office of the Comptroller of the Currency to the extent
required by law or regulation or policy of the OCC, the voluntary
complete liquidation and dissolution of the Corporation as being
advisable and in the best interests of the Corporation's
stockholders and adopted a Plan of Liquidation and Dissolution of
the Corporation.

On March 13, 2012, Aurora Bank FSB, in its capacity as the holder
of all of the outstanding common stock of the Corporation,
approved the liquidation and dissolution of the Corporation and
the Plan.  The Corporation intends to begin the liquidation and
winding up immediately and the Corporation will be completely
dissolved at a date to be determined by the Board.

In connection with EOS Preferred's anticipated liquidation, the
Board approved the voluntarily delisting of the Corporation's
8.50% Non-Cumulative Exchangeable Preferred Stock, Series D, from
The NASDAQ Stock Market.  The Corporation intends to declare one
or more liquidating distributions in cash to the holders of shares
of Series D Preferred Stock representing the full liquidation
preference on the Series D Preferred Stock of $25.00 per share,
plus any accrued but unpaid dividends thereon from Jan. 1, 2012,
the beginning of the dividend period in which the liquidation
occurs, to the date of liquidation.  The delisting of the Series D
Preferred Stock is expected to occur concurrently with payment of
the liquidating distribution to the holders of shares of Series D
Preferred Stock.

EOS Preferred further intends to declare one or more liquidating
distributions in cash to the holders of shares of its 8%
Cumulative Non-convertible Preferred Stock, Series B, representing
the full liquidation amount of $1,000 per share plus any
accumulated and unpaid dividends thereon.  EOS Preferred intends
to mail a separate notice of the anticipated liquidation to each
holder of shares of Series D Preferred Stock and Series B
Preferred Stock with additional details.  After the distributions
to the holders of the Series D Preferred Stock and Series B
Preferred Stock have been made, the remaining net assets of the
Corporation, if any, will be distributed to Aurora Bank as the
sole common shareholder of EOS Preferred.

                        About EOS Preferred

Based in New York, EOS Preferred Corporation (formerly Capital
Crossing Preferred Corporation) is a Massachusetts corporation
with the principal business objective to hold mortgage assets that
will generate net income for distribution to stockholders.  The
Company was organized on March 20, 1998, to acquire and hold real
estate assets and Aurora Bank FSB, an indirect wholly-owned
subsidiary of Lehman Brothers Holdings Inc., owns all of the
Company's common stock.  Effective June 21, 2010, the Company
changed its corporate name to EOS Preferred Corporation.

The Company operates in a manner intended to allow its to be taxed
as a real estate investment trust, or a "REIT," under the Internal
Revenue Code of 1986, as amended.  As a REIT, EOS will not be
required to pay federal or state income tax if it distributes its
earnings to its shareholders and continues to meet a number of
other requirements.

As reported by the TCR on April 6, 2011, Ernst & Young LLP, in New
York, expressed substantial doubt about the Company's ability to
continue as a going concern.  On Sept. 15, 2008, Lehman Brothers
Holdings Inc., indirect parent company to Aurora Bank FSB, and
ultimate parent company of EOS Preferred Corporation, filed a
voluntary petition under Chapter 11 of the U.S. Bankruptcy Code.
Aurora Bank, the sole owner of the common stock of EOS Preferred
Corporation, is subject to a Cease and Desist Order, dated Jan.
26, 2009, and a Prompt Corrective Action Directive, dated Feb. 4,
2009, issued by the Office of Thrift Supervision, requiring Aurora
Bank, among other matters, to submit a capital restoration plan
and a liquidity management plan, and imposing restrictions on
certain activities of Aurora Bank and EOS Preferred Corporation.
According to the independent auditors, the bankruptcy of Lehman
Brothers and the ability of the OTS to regulate and restrict the
business and operations of EOS Preferred Corporation, in light of
the Cease and Desist Order and the Prompt Corrective Action
Directive, raise substantial doubt about EOS Preferred
Corporation's ability to continue as a going concern.

The Company's balance sheet at Sept. 30, 2011, showed $87.07
million in total assets, $357,000 in total liabilities and $86.71
million in total stockholders' equity.


FAIRFAX FINANCIAL: Fitch Rates New C$200-Mil. Serie K Shares 'BB'
-----------------------------------------------------------------
Fitch Ratings has assigned a 'BB' rating to Fairfax Financial
Holdings Limited's new CDN$200 million issue of cumulative five-
year rate-reset preferred shares, series K.  Fitch has also
affirmed the ratings of Fairfax and its subsidiaries.  The Rating
Outlook is Stable.

Fairfax intends to use the net proceeds to augment its cash
position, to increase short-term investments and marketable
securities held at the holding company level, to retire
outstanding debt and other corporate obligations from time to
time, and for general corporate purposes.  Fitch's hybrid
securities rating methodology allocates 50% of the preferred
shares' principal to debt in evaluating financial leverage.

Fitch's rationale for the affirmation of Fairfax's ratings
reflects the company's sizable cash position and favorable
financial flexibility.  The ratings also reflect anticipated
challenges in the overall competitive, but generally improving
property/casualty market rate environment, the potential for
additional adverse reserve development, particularly on older
accident years and in runoff operations, sizable catastrophe
losses in 2011 and increased financial leverage.

Fairfax posted net earnings of $48 million in 2011, down from $338
million in 2010.  This decline was driven by $1 billion of
catastrophe losses in 2011 due to the Japanese earthquake and
tsunami, Thailand floods, U.S. tornados, New Zealand earthquake,
Hurricane Irene, Denmark floods, Australian storms and Cyclone
Yasi.  The weaker underwriting results were partially offset by
improved investment results, with $691 million of net gains on
investments for the full year.

In 2011, Fairfax increased its overall debt, with debt issued at
the holding company partially used to repurchase both Fairfax debt
and insurance subsidiary borrowings.  Fairfax's common
shareholders' equity declined 4% in 2011 to $7.4 billion at Dec.
31, 2011, from $7.7 billion at Dec. 31, 2010, as common and
preferred share dividends more than offset the company's limited
earnings.  As a result, Fairfax's equity credit adjusted debt-to-
total capital ratio increased to 30.5% at Dec. 30, 2011 (30.8% pro
forma for the preferred share issuance), up from 28.0% at Dec. 31,
2010, which is slightly above Fitch's expected range of 20%-30%.
Fitch expects Fairfax's financial leverage ratio to return to
under 30% with more normal shareholders' equity growth in 2012.

Fairfax continues to maintain a sizable amount of holding company
cash, short-term investments and marketable securities of $1
billion at Dec. 31, 2011, which Fitch believes provides Fairfax a
sufficient cushion in meeting potential subsidiary cash flow
shortages and liquidity to service its debt.

The key rating triggers that could result in an upgrade include
consistent underwriting profitability and operating results in
line with peers and industry averages, overall flat-to-favorable
loss reserve development, equity credit adjusted debt-to-total
capital maintained below 20%, and continued maintenance of at
least $1 billion of holding company cash, short-term investments
and marketable securities.

The key rating triggers that could result in a downgrade include
declines in book value per share for an extended time period,
sizable adverse loss reserve development, movement to materially
below-average underwriting or investment performance, equity
credit adjusted debt-to-total capital maintained above 30%,
significant acquisitions that reduce the company's financial
flexibility and a substantial decline in the holding company's
cash position.

Fitch assigns the following rating:

Fairfax Financial Holdings Limited

  -- C$200 million series K preferred shares 'BB'.

Fitch affirms the following ratings with a Stable Outlook:

Fairfax Financial Holdings Limited

  -- IDR at 'BBB';
  -- Senior debt at 'BBB-';
  -- $86 million 7.75% due April 15, 2012 at 'BBB-';
  -- $82 million 8.25% due Oct. 1, 2015 at 'BBB-';
  -- $48 million 7.75% due June 15, 2017 at 'BBB-';
  -- $144 million 7.375% due April 15, 2018 at 'BBB-';
  -- CDN$400 million 7.5% due Aug. 19, 2019 at 'BBB-';
  -- CDN$275 million 7.25% due June 22, 2020 at 'BBB-'.
  -- $500 million 5.8% due May 15, 2021 at 'BBB-';
  -- CDN$400 million 6.4% due May 25, 2021 at 'BBB-';
  -- $92 million 8.3% due April 15, 2026 at 'BBB-';
  -- $91 million 7.75% due July 15, 2037 at 'BBB-';
  -- CDN$250 million series C preferred shares at 'BB';
  -- CDN$200 million series E preferred shares at 'BB';
  -- CDN$250 million series G preferred shares at 'BB';
  -- CDN$300 million series I preferred shares at 'BB'.

Fairfax, Inc.

  -- IDR at 'BBB'.

Crum & Forster Holdings Corp.

  -- IDR at 'BBB';
  -- $6 million 7.75% due May 1, 2017 at 'BBB-'.

Crum & Forster Insurance Group:
Crum and Forster Insurance Company
Crum & Forster Indemnity Company
The North River Insurance Company
United States Fire Insurance Company

  -- Insurer Financial Strength (IFS) at 'A-'.

Northbridge Financial Insurance Group:
Commonwealth Insurance Company
Commonwealth Insurance Company of America
Federated Insurance Company of Canada
Lombard General Insurance Company of Canada
Lombard Insurance Company
Markel Insurance Company of Canada
Zenith Insurance Company (Canada)

  -- IFS at 'A-'.

Odyssey Re Holdings Corp.

  -- IDR at 'BBB';
  -- $50 million series A unsecured due March 15, 2021 at 'BBB-';
  -- $50 million series B unsecured due March 15, 2016 at 'BBB-';
  -- $40 million series C unsecured due Dec. 15, 2021 at 'BBB-';
  -- $183 million 7.65% due Nov. 1, 2013 at 'BBB-';
  -- $12 5 million 6.875% due May 1, 2015 at 'BBB-'.

Odyssey Reinsurance Company

  -- IFS at 'A-'.

Zenith National Insurance Corp.

  -- IDR at 'BBB'.

Zenith Insurance Company
ZNAT Insurance Company

  -- IFS at 'A-'.


FENTURA FINANCIAL: Incurs $1.5 Million Net Loss in 2011
-------------------------------------------------------
Fentura Financial, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $1.51 million on $13.14 million of total interest
income for the year ended Dec. 31, 2011, compared with a net loss
of $5.38 million on $15.53 million of total interest income during
the prior year.

The Company's balance sheet at Dec. 31, 2011, showed
$298.86 million in total assets, $284.20 million in total
liabilities, and $14.66 million in total stockholders' equity.

On Feb. 4, 2011, Fentura dismissed its independent registered
public accounting firm, Crowe Horwath LLP to be effective upon
Fentura filing its 2010 Form 10-K.  Crowe Horwath's report on
Fentura's consolidated financial statements as of and for the
years ended Dec. 31, 2010, and 2009, contained no adverse opinion
or a disclaimer of opinion, and were not qualified as to
uncertainty, audit scope or accounting principles, except that
Crowe Horwath's opinion on the 2009 consolidated financial
statements included an explanatory paragraph describing
substantial doubt about Fentura's ability to continue as a going
concern. The decision to change accountants was approved by the
Audit Committee of the Board of Directors.

Rehmann Robson, P.C., in Troy Michigan, did not include a "going
concern" qualification in its report on the Company's 2011
financial results.

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

                        http://is.gd/Guw6KQ

                      About Fentura Financial

Based in Fenton, Michigan, Fentura Financial, Inc., is a
registered bank holding company, owns and controls The State Bank,
Fenton, Michigan, and West Michigan Community Bank, Hudsonville,
Michigan, both state nonmember banks, and two nonbank
subsidiaries.  Fentura Financial shares are traded over the
counter under the FETM trading symbol.

Fentura Financial, Inc., entered into a Written Agreement with
the Federal Reserve Bank of Chicago on Nov. 4, 2010.  Among
other things, the Written Agreement requires that the Company
obtain the approval of the FRB prior to paying a dividend;
requires that the Company obtain the approval of the FRB prior to
making any distribution of interest, principal, or other sums on
subordinated debentures or trust preferred securities; prohibits
the Company from purchasing or redeeming any shares of its stock
without the prior written approval of the FRB; requires the
submission of a written capital plan by Jan. 3, 2011, and;
requires the Company to submit cash flow projections for the
Company to the FRB on a quarterly basis.


FILENE'S BASEMENT: Has Until May 30 to Decide on Leases
-------------------------------------------------------
The Bankruptcy Court has extended Filene's Basement, LLC, et al.'s
deadline to assume or reject unexpired leases of nonresidential
real property through May 30, 2012.

                          About Syms Corp.

Massachusetts-based Filene's Basement, also called The Basement,
is the oldest off-price retailer in the United States.  The
Basement focuses on high-end goods and is known for its
distinctive, low-technology automatic markdown system.

Filene's Basement first filed for Chapter 11 bankruptcy protection
in August 1999.  Filene's Basement was bought by a predecessor of
Retail Ventures, Inc., the following year.  Retail Ventures in
April 2009 transferred the unit to Buxbaum.

Filene's Basement, Inc. and its affiliates filed for Chapter 22
(Bankr. D. Del. Case No. 09-11525) on May 4, 2009, represented by
lawyers at Pachulski Stang Ziehl & Jones LLP.  Epiq Bankruptcy
Solutions serves as claims and notice agent.  The Debtors
estimated $50 million to $100 million in assets and $100 million
to $500 million in debts.

The 2009 Debtor was formally renamed FB Liquidating Estate,
following the sale of all of its assets to Syms Corp. in June
2009.

Pursuant to the Liquidating Plan confirmed in January 2010,
secured creditors in the Chapter 11 case have been paid in full,
and holders of priority, administrative and convenience class
claims have received 100% of their allowed claims.  As reported by
the Troubled Company Reporter on Dec. 20, 2010, Alan Cohen,
Chairman of Abacus Advisors LLC and Chief Restructuring Officer
for FB Liquidating Estate disclosed that a second distribution of
dividend checks to Filene's unsecured creditors amounting to 12.5%
of approved claims has been made, bringing the cumulative
distributions on unsecured claims to 62.5%.

On Nov. 2, 2011, Syms Corp. placed itself, Filene's Basement and
two other units in Chapter 11 bankruptcy (Bankr. D. Del. Case Nos.
11-13511 to 11-13514) after a failed bid to sell the business.
The two units are Syms Clothing Inc. and Syms Advertising Inc.

Judge Kevin J. Carey presides over the case.  Lawyers at Skadden
Arps Slate Meagher & Flom LLP serve as the Debtors' counsel.  The
Debtors tapped Rothschild Inc. as investment banker and Cushman
and Wakefield Securities, Inc., as real estate financial advisors.

Syms shuttered its namesake and Filene's Basement outlets upon the
bankruptcy filing and tapped a joint venture of Gordon Brothers
Retail Partners LLC and Hilco Merchant Resources LLC to run the
going-out-of-business sales.  The sale may continue until Jan. 31,
2012.

Filene's Basement estimated $1 million to $10 million in assets
and $50 million to $100 million in debts.  The petitions were
signed by Gary Binkoski, authorized representative of Filene's
Basement.

The official committee of unsecured creditors appointed in the
2011 case has retained Hahn & Hessen LLP as legal counsel.

Holders of equity in Syms Corp. pushed for an official
shareholders' committee and separation of the Syms and Filene's
Basement bankruptcy estates.

Gordon Brothers and Hilco are represented by Goulston & Storrs,
P.C. and Ashby & Geddes, P.A.


FILENE'S BASEMENT: Wants Plan Filing Deadline Moved to April 10
---------------------------------------------------------------
Filene's Basement, LLC, et al., ask the Bankruptcy Court to extend
their deadline to file a plan of liquidation or reorganization
through April 10, 2012, and solicit acceptances of the Plan
through June 11.

The Debtors are seeking extension of their Exclusive Periods to
permit additional time to conclude plan negotiations and finalize
amended plan terms and a disclosure statement, and then solicit
acceptances of a plan on a consensual basis and avoid the delay
and expense that would be incurred if competing plans were filed.

Each of the Official Committee of Unsecured Creditors and the
Official Committee of Syms Corp. Equity Security Holders has
agreed not to object to the requested extension.

The Debtors tell the Court that since the Petition Date, they
have worked diligently towards negotiating and formulating a Plan.

Local Bankruptcy Rule 9006-2 provides that "if a motion to extend
the time to take any action is filed before the expiration of the
period prescribed . . . the time shall automatically be extended
until the Court acts on the motion, without the necessity for the
entry of a bridge order." Del. Bankr. L.R. 9006-2.  This Motion
has been filed prior to the expiration of the current exclusivity
deadline of March 1, 2012.  Thus, the exclusivity period is
automatically extended until such time as the Court acts on this
Motion.

A hearing will be held on April 10 to consider the requested
extension.

                         About Syms Corp.

Massachusetts-based Filene's Basement, also called The Basement,
is the oldest off-price retailer in the United States.  The
Basement focuses on high-end goods and is known for its
distinctive, low-technology automatic markdown system.

Filene's Basement first filed for Chapter 11 bankruptcy protection
in August 1999.  Filene's Basement was bought by a predecessor of
Retail Ventures, Inc., the following year.  Retail Ventures in
April 2009 transferred the unit to Buxbaum.

Filene's Basement, Inc. and its affiliates filed for Chapter 22
(Bankr. D. Del. Case No. 09-11525) on May 4, 2009, represented by
lawyers at Pachulski Stang Ziehl & Jones LLP.  Epiq Bankruptcy
Solutions serves as claims and notice agent.  The Debtors
estimated $50 million to $100 million in assets and $100 million
to $500 million in debts.

The 2009 Debtor was formally renamed FB Liquidating Estate,
following the sale of all of its assets to Syms Corp. in June
2009.

Pursuant to the Liquidating Plan confirmed in January 2010,
secured creditors in the Chapter 11 case have been paid in full,
and holders of priority, administrative and convenience class
claims have received 100% of their allowed claims.  As reported by
the Troubled Company Reporter on Dec. 20, 2010, Alan Cohen,
Chairman of Abacus Advisors LLC and Chief Restructuring Officer
for FB Liquidating Estate disclosed that a second distribution of
dividend checks to Filene's unsecured creditors amounting to 12.5%
of approved claims has been made, bringing the cumulative
distributions on unsecured claims to 62.5%.

On Nov. 2, 2011, Syms Corp. placed itself, Filene's Basement and
two other units in Chapter 11 bankruptcy (Bankr. D. Del. Case Nos.
11-13511 to 11-13514) after a failed bid to sell the business.
The two units are Syms Clothing Inc. and Syms Advertising Inc.

Judge Kevin J. Carey presides over the case.  Lawyers at Skadden
Arps Slate Meagher & Flom LLP serve as the Debtors' counsel.  The
Debtors tapped Rothschild Inc. as investment banker and Cushman
and Wakefield Securities, Inc., as real estate financial advisors.

Syms shuttered its namesake and Filene's Basement outlets upon the
bankruptcy filing and tapped a joint venture of Gordon Brothers
Retail Partners LLC and Hilco Merchant Resources LLC to run the
going-out-of-business sales.  The sale may continue until Jan. 31,
2012.

Filene's Basement estimated $1 million to $10 million in assets
and $50 million to $100 million in debts.  The petitions were
signed by Gary Binkoski, authorized representative of Filene's
Basement.

The official committee of unsecured creditors appointed in the
2011 case has retained Hahn & Hessen LLP as legal counsel.

Holders of equity in Syms Corp. pushed for an official
shareholders' committee and separation of the Syms and Filene's
Basement bankruptcy estates.

Gordon Brothers and Hilco are represented by Goulston & Storrs,
P.C. and Ashby & Geddes, P.A.


FLORES & FOLEY: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Flores & Foley, LLC
        fdba Flores & Foley Properties, LLC
        fdba P&R Roofing, Inc.
        2015 Capital Drive
        Wilmington, NC 28405

Bankruptcy Case No.: 12-02067

Chapter 11 Petition Date: March 16, 2012

Court: United States Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: J. Rich Leonard

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

Scheduled Assets: $1,165,925

Scheduled Liabilities: $3,628,591

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/nceb12-02067.pdf

The petition was signed by Peter R. Foley, member manager.


FORCE FUELS: Delays Form 10-Q for Jan. 31 Quarter
-------------------------------------------------
The quarterly report of Force Fuels, Inc., on Form 10-Q for the
period ended Jan. 31, 2012, could not be filed within the
prescribed time period because the Company has a small accounting
staff and the financial statements were not completed in
sufficient time to solicit and obtain the necessary review of the
quarterly report on Form 10-Q and signatures thereto in a timely
fashion prior to the due date of the report.

                         About Force Fuels

Costa Mesa, Calif.-based Force Fuels, Inc.'s principal business
during the period ended Oct. 31, 2011, was the acquisition and
management of oil, gas and alternative energy operations.  The
Company's common shares are currently quoted on the OTC Pink
market of OTC Markets Group, Inc. under the trading symbol "FOFU."

The Company's balance sheet at Oct. 31, 2011, showed $1.06 million
in total assets, $1.42 million in total liabilities, and a
stockholders' deficit of $358,092.

As reported in the TCR on Dec. 6, 2011, Sadler, Gibb & Associates,
LLC, in Salt Lake City, Utah, expressed substantial doubt about
Force Fuels' ability to continue as a going concern, following the
Company's results for the fiscal year ended July 31, 2011.  The
independent auditors noted that the Company had accumulated losses
of $3.8 million as of July 31, 2011.


FULLER BRUSH: Lists $800,000 in Critical Vendor Claims
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Fuller Brush Co. filed an updated list of suppliers
dubbed critical vendors.  Fuller, which is seeking to pay
prepetition obligations to critical vendors, filed an updated list
of $797,000 in unsecured claims it needs to pay.  The largest,
$306,000, is owing to a supplier of solvents used in Fuller's
cleaning products. Without a continuing supply, Fuller says there
"would be a work stoppage."

                  About The Fuller Brush Company

The Fuller Brush Company -- http://www.fuller.com/-- sells
branded and private label products for personal care, commercial
and household cleaning and has a current catalog of 2,000 cleaning
products.  Some of Fuller's retail partners include Home Trends,
Bi-Mart, Byerly's, Lunds, Home Depot, Do-It-Best, Primetime
Solutions, Vermont Country Store and Starcrest.

Founded in 1906 and based in Great Bend, Kansas, The Fuller Brush
Company, Inc., and its parent, CPAC, Inc., filed for Chapter 11
protection (Bankr. S.D.N.Y. Case Nos. 12-10714 and 12-10715) in
Manhattan on Feb. 21, 2012.  Fuller Brush filed for bankruptcy
five years after the company was taken over by private equity firm
Buckingham Capital Partners.

Fuller said it will be business as usual while undergoing Chapter
11 restructuring.  But it said that while in reorganization, it
intends to trim about half of the current catalog of cleaning
products.

Herrick Feinstein LP is the bankruptcy counsel.

Fuller, which has 180 employees as of the Chapter 11 filing,
disclosed $22.9 million in assets and $50.9 million in debt.

An affiliate of the landlord, Victory Park Capital Advisors LLC,
is now the secured lender owed more than $22 million.  An
affiliate of Chicago-based Victory Park has agreed to provide
$5 million in secured financing for the Chapter 11 effort. The new
loan will come ahead of existing liens.

At the March 23 hearing, Fuller is hoping for final approval of a
$5 million loan.


FULLER BRUSH: U.S. Trustee Forms 3-Member Creditors Committee
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Trustee named in the Chapter 11 case of
Fuller Brush Co. an official creditors' committee with three
members.  The committee selected the New York law firm Kelley Drye
& Warren LLP to serve as legal counsel.

                  About The Fuller Brush Company

The Fuller Brush Company -- http://www.fuller.com/-- sells
branded and private label products for personal care, commercial
and household cleaning and has a current catalog of 2,000 cleaning
products.  Some of Fuller's retail partners include Home Trends,
Bi-Mart, Byerly's, Lunds, Home Depot, Do-It-Best, Primetime
Solutions, Vermont Country Store and Starcrest.

Founded in 1906 and based in Great Bend, Kansas, The Fuller Brush
Company, Inc., and its parent, CPAC, Inc., filed for Chapter 11
protection (Bankr. S.D.N.Y. Case Nos. 12-10714 and 12-10715) in
Manhattan on Feb. 21, 2012.  Fuller Brush filed for bankruptcy
five years after the company was taken over by private equity firm
Buckingham Capital Partners.

Fuller said it will be business as usual while undergoing Chapter
11 restructuring.  But it said that while in reorganization, it
intends to trim about half of the current catalog of cleaning
products.

Herrick Feinstein LP is the bankruptcy counsel.

Fuller, which has 180 employees as of the Chapter 11 filing,
disclosed $22.9 million in assets and $50.9 million in debt.

An affiliate of the landlord, Victory Park Capital Advisors LLC,
is now the secured lender owed more than $22 million.  An
affiliate of Chicago-based Victory Park has agreed to provide
$5 million in secured financing for the Chapter 11 effort. The new
loan will come ahead of existing liens.

At the March 23 hearing, Fuller is hoping for final approval of a
$5 million loan.


GAC STORAGE: Exclusive Period to File Plan Extended to May 4
------------------------------------------------------------
The Bankruptcy Court has extended GAC Storage Lansing, LLC's
exclusive period to file a Chapter 11 plan through May 4, 2012,
and to solicit acceptances of that Plan through July 3.  The Court
overruled the objection of Branch Banking and Trust Company.

                         About GAC Storage

GAC Storage Lansing, LLC, owns and operates a warehouse and
storage facility with 522 storage units, generally located at 2556
Bernice Road, Lansing, Illinois.  The Company filed for Chapter 11
bankruptcy (Bankr. N.D. Ill. Case No. 11-40944) on Oct. 7, 2011.
Jay S. Geller, Esq., D. Sam Anderson, Esq., and Halliday Moncure,
Esq., at Bernstein, Shur, Sawyer & Nelson, P.A., represents the
Debtor as counsel.  Robert M, Fishman, Esq., and Gordon E.
Gouveia, Esq., at Shaw Gussis Fishman Glantz Wolfson, & Towbin
LLC, in Chicago, represents the Debtor as local counsel.  It
estimated $1 million to $10 million in assets and debts.  The
petition was signed by Noam Schwartz, secretary and treasurer of
EBM Mgmt Servs, Inc., manager of GAC Storage, LLC.

The Debtors' cases are being jointly administered along with the
Chapter 11 cases of The Makena Great American Anza Company, LLC
("Anza") and San Tan Plaza, LLC ("San Tan," and together with
Anza, the "Related Debtors") under lead case no. 11-40944.


GAC STORAGE: Can Use Wells Fargo Cash Collateral Until March 24
---------------------------------------------------------------
The Bankruptcy Court entered a Fifth Interim Order authorizing GAC
Storage El Monte, LLC, an affiliate of GAC Storage Lansing, LLC,
to use cash collateral of Wells Fargo Bank, N.A., through
March 24, 2012.

The Court directed the Debtor to pay to Wells Fargo $19,243 on or
about March 18, 2012.

A status hearing will be held today to consider continued use of
cash collateral.

                         About GAC Storage

GAC Storage Lansing, LLC, owns and operates a warehouse and
storage facility with 522 storage units, generally located at 2556
Bernice Road, Lansing, Illinois.  The Company filed for Chapter 11
bankruptcy (Bankr. N.D. Ill. Case No. 11-40944) on Oct. 7, 2011.
Jay S. Geller, Esq., D. Sam Anderson, Esq., and Halliday Moncure,
Esq., at Bernstein, Shur, Sawyer & Nelson, P.A., represents the
Debtor as counsel.  Robert M, Fishman, Esq., and Gordon E.
Gouveia, Esq., at Shaw Gussis Fishman Glantz Wolfson, & Towbin
LLC, in Chicago, represents the Debtor as local counsel.  It
estimated $1 million to $10 million in assets and debts.  The
petition was signed by Noam Schwartz, secretary and treasurer of
EBM Mgmt Servs, Inc., manager of GAC Storage, LLC.

The Debtors' cases are being jointly administered along with the
Chapter 11 cases of The Makena Great American Anza Company, LLC
("Anza") and San Tan Plaza, LLC ("San Tan," and together with
Anza, the "Related Debtors") under lead case no. 11-40944.


GALP WATERS: Can Use Ballinteer Cash Collateral Until April 30
--------------------------------------------------------------
The Bankruptcy Court signed an agreed order authorizing GALP
Waters Limited Partnership to use cash collateral of Ballinteer,
LLC, through April 30, 2012.

Ballinteer asserts that, as of the Petition Date, it is the holder
of a secured claim in the amount of $12.51 million, plus
postpetition interest at 11.5% through confirmation and attorneys'
fees.  The Debtor does not agree with the Ballinteer Secured Claim
and reserves the right to object to that Claim.

The Court directed the Debtor to pay Ballinteer $50,000 per month,
plus an additional $20,000 per month to be deposited into a tax
escrow account for the 2012 ad-valorem property taxes.

               About GALP Waters Limited Partnership

Houston, Texas-based GALP Waters Limited Partnership, aka
Gallery at Champions Apartments, filed for Chapter 11 bankruptcy
(Bankr. S.D. Tex. Case No. 11-36743) on Aug. 2, 2011.  Affiliate
GALP Highcross Limited Partnership filed a separate petition (Case
No. 11-36741) on the same day.  Matthew Hoffman, Esq., at the Law
Offices Of Matthew Hoffman, P.C., in Houston, represents the
Debtor in its restructuring effort.

In its schedules, GALP Waters Limited Partnership disclosed
$15,933,583 in assets and $15,193,950 in liabilities.

The petitions were signed by Gary M. Gray, president of Waters-1
GP, Inc., general partner of Waters GP, L.P., general partner.



GALP HIGHCROSS: Can Use Ballinteer Cash Collateral Until April 30
-----------------------------------------------------------------
The Bankruptcy Court signed an agreed order authorizing GALP
Highcross Limited Partnership to use cash collateral of
Ballinteer, LLC, through April 30, 2012.

Ballinteer asserts that, as of the Petition Date, it is the holder
of a secured claim in the amount of $8.96 million, plus
postpetition interest at 11.5% and attorneys' fees.  The Debtor
does not agree with the Ballinteer Secured Claim and reserves the
right to object to that Claim.

The Court directed the Debtor to make adequate protection payments
to Balliteer for $45,000 per month, plus an additional $20,000 per
month to be deposited into a tax escrow account for the 2012 ad-
valorem property taxes.

                About GALP Waters Limited Partnership

Houston, Texas-based GALP Waters Limited Partnership, aka
Gallery at Champions Apartments, filed for Chapter 11 bankruptcy
(Bankr. S.D. Tex. Case No. 11-36743) on Aug. 2, 2011.  Affiliate
GALP Highcross Limited Partnership filed a separate petition (Case
No. 11-36741) on the same day.  Matthew Hoffman, Esq., at the Law
Offices Of Matthew Hoffman, P.C., in Houston, represents the
Debtor in its restructuring effort.

In its schedules, GALP Waters Limited Partnership disclosed
$15,933,583 in assets and $15,193,950 in liabilities.

The petitions were signed by Gary M. Gray, president of Waters-1
GP, Inc., general partner of Waters GP, L.P., general partner.


GATEHOUSE MEDIA: Bank Debt Trades at 71% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which GateHouse Media,
Inc., is a borrower traded in the secondary market at 28.93 cents-
on-the-dollar during the week ended Friday, March 16, 2012, a drop
of 0.29 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 200 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Feb. 27, 2014, and
carries Moody's Ca rating and Standard & Poor's CCC- rating.  The
loan is one of the biggest gainers and losers among 191 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                       About GateHouse Media

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

GateHouse Media, Inc., filed with the U.S. Securities and Exchange
Commission its Annual Report on Form 10-K disclosing a net loss of
$22.22 million on $525.79 million of total revenues for the year
ended Jan. 1, 2012, a net loss of $26.64 million on $558.58
million of total revenues for the year ended Dec. 31, 2010, and a
net loss of $530.61 million on $584.79 million of total revenues
for the year ended Dec. 31, 2009.

The Company's balance sheet at Jan. 1, 2012, showed $510.80
million in total assets, $1.31 billion in total liabilities and a
$805.63 million total stockholders' deficit.

According to the Form 10-K for the year ended Dec. 31, 2011, the
Company's ability to make payments on its indebtedness as required
depends on its ability to generate cash flow from operations in
the future.  This ability, to a certain extent, is subject to
general economic, financial, competitive, legislative, regulatory
and other factors that are beyond the Company's control.


GATEWAY METRO: Wants Plan Solicitation Exclusivity Until July 6
---------------------------------------------------------------
Gateway Metro Center, LLC, asks the Bankruptcy Court to extend its
exclusive right to gain acceptance of a plan of reorganization
through July 6, 2012.

Two and a half weeks after the Petition Date, the Debtor filed its
Chapter 11 Plan, as amended.  Following approval of the amended
Disclosure Statement describing the Plan, on Nov. 7, 2011, the
Debtor distributed the Plan, Disclosure Statement and voting
package on creditors entitled to vote on the Plan.  All Classes
that voted, voted to accept the Plan.

Class 1 under the Plan, comprised of the secured claim of the
Debtor's primary secured lender, Allstate Life Insurance Company,
with all successors-in-interest, including Road Bay Investments,
LLC, was not entitled to vote and, therefore, Class 1 did not
accept the Plan.  Road Bay is also the only creditor that filed an
objection to the Plan.

Following a court-ordered, non-binding mediation on Jan. 12, 2012,
the Debtor and Road Bay have been working on a potential
settlement that would resolve the Road Bay Objection and allow for
a consensual plan of reorganization.

The Debtor asserts that cause to extend the exclusivity period
exists to afford it enough time to negotiate and document a
potential settlement with Road Bay before the confirmation hearing
without interference from a competing plan that would distract
from the confirmation process.

                     About Gateway Metro Center

Gateway Metro Center LLC, is a California limited liability
company whose primary assets include (1) an approximately 121,462
square foot - 11 story office building and land located in the
City of Pasadena, California ("Gateway Metro Center" formerly
known as Gateway Tower) including rights to further develop the
land on which the Gateway Metro Center is located, and (2) an
approximately 8,000 square feet parcel of land immediately
abutting the office building.

The Company filed a Chapter 11 petition (Bankr. C.D. Calif. Case
No. 11-47919) on Sept. 6, 2011.  Judge Barry Russell presides over
the case.  Howard J. Weg, Esq., and Lorie A. Ball, Esq., at
Peitzman, Weg & Kempinsky LLP, in Los Angeles, California,
represent the Debtors.  Skeehan & Company serves as accountant to
the Debtor.  FTI Consulting, Inc., is the financial advisor to the
Debtor.  Colliers International, Inc. acts as leasing broker.

In its schedules, the Debtor disclosed $32,570,485 in assets and
$22,338,135 in debts.  The petition was signed by John F. Pipia,
its president.


GENTA INC: Has 2.02 Billion Outstanding Common Shares
-----------------------------------------------------
The number of outstanding shares of Genta Incorporated common
stock par value $0.001 as of March 16, 2012, is 2,026,398,605.

                     About Genta Incorporated

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

EisnerAmper LLP, in Edison, New Jersey, expressed substantial
doubt about Genta's ability to continue as a going concern
following the 2010 financial results.  The independent auditors
noted that of the Company's recurring losses from operations,
negative cash flows from operations and current maturities of
convertible notes payable.

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

The Company also reported a net loss of $37.36 million on $170,000
of net product sales for the nine months ended Sept. 30, 2011,
compared with a net loss of $133.43 million on $192,000 of net
product sales for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$16.82 million in total assets, $32.13 million in total
liabilities, and a $15.30 million total stockholders' deficit.

                        Bankruptcy Warning

In September 2011, the Company issued $12.7 million of units,
consisting of $4.2 million of senior secured convertible notes and
$8.5 million of senior secured cash collateralized convertible
notes.  In connection with the sale of the units, the Company also
issued two types of debt warrants in an amount equal to 100% of
the purchase price for each unit.  The Company had direct access
to $4.2 million of the proceeds, and the remaining $8.5 million of
the proceeds were placed in a blocked account as collateral
security for the $8.5 million senior secured cash collateralized
convertible notes.  Presently, with no further financing, the
Company projects that it will run out of funds during the first
quarter of 2012.  The Company currently does not have any
additional financing in place.  If it is unable to raise
additional funds, the Company could be required to reduce its
spending plans, reduce its workforce, license one or more of its
products or technologies that it would otherwise seek to
commercialize itself, sell some or all of its assets, cease
operations or even declare bankruptcy.  There can be no assurance
that the Company can obtain financing, if at all, or raise those
additional funds, on terms acceptable to it.


GLOBAL SHIP: Reports $10.8 Million Net Income in Fourth Quarter
---------------------------------------------------------------
Global Ship Lease, Inc., reported net income of US$10.86 million
on US$39.71 million of time charter revenue for the three months
ended Dec. 31, 2011, compared with net income of US$1.22 million
on US$40.03 million of time charter revenue for the same period a
year ago.

The Company reported net income of US$9.07 million on US$156.26
million of time charter revenue for the year ended Dec. 31, 2011,
compared with a net loss of US$3.97 million on US$158.83 million
of time charter revenue during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed US$939.53
million in total assets, US$605.33 million in total liabilities
and US$334.20 million in total stockholders' equity.

Ian Webber, chief executive officer of Global Ship Lease, stated,
"During 2011, we generated sizeable and stable cash flows while
continuing to focus on improving our financial position.  Our
fleet of vessels performed as expected, maintaining high
utilization and generating EBITDA of $103.7 million for the full
year.  We continued to strengthen our balance sheet for the long-
term benefit of Global Ship Lease and its shareholders, repaying
$49.2 million of debt in 2011 and $115.5 million since August
2009.  As we progress through 2012, we remain well positioned as a
result of our long-term fixed rate contracts.  We have no purchase
obligations and will continue to pay down debt."

A copy of the press release is available for free at:

                        http://is.gd/tyrndg

                      About Global Ship Lease

London, England-based Global Ship Lease (NYSE: GSL, GSL.U and
GSL.WS) -- http://www.globalshiplease.com/-- is a containership
charter owner.  Incorporated in the Marshall Islands, Global Ship
Lease commenced operations in December 2007 with a business of
owning and chartering out containerships under long-term, fixed
rate charters to world class container liner companies.

Global Ship Lease owns 17 vessels with a total capacity of 66,297
TEU with a weighted average age at June 30, 2010, of 6.3 years.
All of the current vessels are fixed on long-term charters to CMA
CGM with an average remaining term of 8.6 years.  The Company has
contracts in place to purchase two 4,250 TEU newbuildings from
German interests for approximately $77 million each that are
scheduled to be delivered in the fourth quarter of 2010.  The
Company also has agreements to charter out these newbuildings to
Zim Integrated Shipping Services Limited for seven or eight years
at charterer's option.

As reported in the Dec. 1, 2012 edition of the TCR, Global Ship
Lease disclosed that it had entered into an agreement with its
lenders to waive until Nov. 30, 2012 the requirement under its
credit facility to conduct loan-to-value tests.  The credit
facility requires that loan-to-value, which is the ratio of
outstanding borrowings under the credit facility to the aggregate
charter-free market value of the secured vessels, cannot exceed
75%.


GOOD SAM: Reports $3.9 Million Net Income in Full Year 2011
-----------------------------------------------------------
Good Sam Enterprises, LLC, filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing net
income of $3.91 million on $481.40 million of revenue for the year
ended Dec. 31, 2011, compared with a net loss of $18.77 million on
$470.66 million of revenue during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed
$222.96 million in total assets, $476.75 million in total
liabilities, and a $253.79 million total stockholder's or member's
deficit.

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

                       http://is.gd/RObPjy

                       About Affinity Group

Ventura, Calif.-based Affinity Group Holding, Inc., now known as
Good Sam Enterprises, LLC, is a holding company and the direct
parent of Affinity Group, Inc.  The Company is an indirect wholly-
owned subsidiary of AGI Holding Corp, a privately-owned
corporation.  The Company is a member-based direct marketing
organization targeting North American recreational vehicle owners
and outdoor enthusiasts.  The Company operates through three
principal lines of business, consisting of (i) club memberships
and related products and services, (ii) subscription magazines and
other publications including directories, and (iii) specialty
merchandise sold primarily through its 78 Camping World retail
stores, mail order catalogs and the Internet.

                          *     *     *

Affinity Group Inc. carries 'B3' long term corporate family and
probability of default ratings, with 'stable' outlook, from
Moody's Investors Service.

As reported in the Troubled Company Reporter on November 9, 2010,
Standard & Poor's Ratings Services assigned Affinity Group Inc.'s
proposed $325 million senior secured notes due 2016 its
preliminary 'B-' issue-level rating.  Following the close of the
proposed transaction, S&P expects to assign a 'B-' corporate
credit rating to Affinity Group Inc., and withdraw S&P's current
'D' corporate credit rating on Affinity Group Holding Inc.  A
portion of the proceeds of the new notes will be used, in
conjunction with cash contributions from Holding's parent, to
repay in full $88 million of senior notes that are currently
outstanding at Holding.

S&P said the expected 'B-'corporate credit rating on Affinity
Group reflects S&P's expectation that, following the proposed
refinancing transaction, adjusted debt leverage will be reduced by
about 1x, the company will not have any meaningful near-term debt
maturities, and the company will generate some discretionary cash
flow (albeit minimal).  Still, credit measures will remain
relatively weak, as adjusted debt leverage will remain above 6.0x
(S&P's operating lease adjustment adds about a turn to leverage),
and S&P expects interest coverage to remain in the low- to mid-
1.0x area over the intermediate term.


GMX RESOURCES: Board Approves Amended 2008 LTIP
-----------------------------------------------
The Board of Directors of GMX Resources Inc., approved Amendment
No. 1 to the GMX Resources Inc. Amended and Restated 2008 Long
Term Incentive Plan.  The Amendment amends the LTIP to prohibit
the repricing of both Options and SARs without shareholder
approval.

The Compensation Committee and Board of GMX Resources Inc. also
approved Short-Term Bonus Award Agreements and awards for senior
executive officers and directors.  The award consists of a cash
bonus as a result of senior executive officers and directors
receiving limited restricted stock grants in 2011.  The amount of
restricted stock granted in 2011 to both directors and senior
executive officers was limited due to a reduced number of common
shares being available under the LTIP.

The cash bonus amounts are to be paid in four equal quarterly
installments beginning March 2014.  Except as otherwise provided
in the agreements, the recipient must continue his service as an
employee or director on the applicable March 31, June 30,
September 30 or Dec. 31, 2014, bonus date to be eligible to
receive any bonus. Each director received an aggregate cash bonus
award of $122,100.  Each of the senior executive officers received
an award of:

                                          Aggregate Short-Term
   Executive officer                        Cash Award Bonus
   -----------------                      --------------------
   Ken L. Kenworthy, Jr.                     $445,920  
   Michael J. Rohleder                         $148,232  
   James A. Merrill                            $143,760  
   Harry C. Stahel, Jr.                     $274,724  
   Timothy L. Benton                         $343,408  
   Gary D. Jackson                       $297,620  

                       About GMX Resources

GMX Resources Inc. -- http://www.gmxresources.com/-- is an
independent natural gas production company headquartered in
Oklahoma City, Oklahoma.  GMXR has 53 producing wells in Texas &
Louisiana, 24 proved developed non-producing reservoirs, 48 proved
undeveloped locations and several hundred other development
locations. GMXR has 9,000 net acres on the Sabine Uplift of East
Texas.  GMXR has 7 producing wells in New Mexico.  The Company's
strategy is to significantly increase production, revenues and
reinvest in increasing production.  GMXR's goal is to grow and
build shareholder value every day.

The Company reported a net loss of $206.44 million in 2011, a net
loss of $138.29 million in 2010, and a net loss of $181.08 million
in 2009.

The Company's balance sheet at Dec. 31, 2011, showed $542.20
million in total assets, $474.92 million in total liabilities and
$67.27 million in total equity.

                           *     *     *

In November 2011, Moody's downgraded the rating of GMX Resources'
corporate family rating (CFR) to 'Caa3' from 'Caa1', the
Probability of Default (PDR) rating to 'Ca' from 'Caa1', and the
Speculative Grade Liquidity (SGL) rating to SGL-4 from SGL-3. The
outlook is negative.

The downgrade of GMX's PDR and note ratings reflect the company's
announcement that greater than 50% of the holders of the notes due
2019 have accepted a proposed exchange offer, which Moody's views
as a distressed exchange.  The lowering of the CFR and SGL ratings
reflects Moody's expectation of potential liquidity issues through
the first quarter of 2013, as well as elevated leverage following
the issuance of at least $100 million of proposed secured notes
under the exchange offer and a proposed $55 million volumetric
production payment (VPP), both of which the company expects to be
executed before the end of 2011.  Moody's treats VPPs as debt in
Moody's leverage calculations.  The negative outlook reflects the
potential for the CFR and note ratings to be lowered if liquidity
deteriorates further.

As reported by the TCR on Dec. 21, 2011, Standard & Poor's Ratings
Services lowered its corporate credit rating on GMX Resources Inc.
to 'SD' (selective default) from 'CC'.  "We also lowered the
company's issue-level ratings to 'D' from 'CC', reflecting its
completion of an exchange offer for a portion of its $200 million
11.375% senior notes due 2019," S&P said.

"The rating actions follow the company's announcement that it has
completed the exchange offer for its 11.375% senior notes due
2019," said Standard & Poor's credit analyst Paul B. Harvey.  "The
exchange offer included $53 million principle of 11.375% senior
notes that accepted an exchange of $1,000 principle for $750
principle of new 11% senior secured notes due 2017.  We consider
the completion of such an exchange, at a material discount to par,
to be a distressed exchange and, as such, tantamount to a default
under our criteria."


GRANITE DELLS: Lender Disputes Stinson Morrison Engagement
----------------------------------------------------------
Granite Dells Ranch Holdings, LLC, is facing a challenge by its
lender over its request to employ Stinson Morrison Hecker LLP to
as bankruptcy and restructuring counsel to perform legal services
as necessary in connection with its Chapter 11 case and represent
the Debtor in all capacities.

Arizona ECO Development LLC, which alleges it is owed $83.2
million under a 2006 loan, said the Debtor's Employment
Application fails on its face for three reasons: (i) it fails to
disclose a significant connection with the Debtor as required by
Fed. R. Bankr. P. Rule 2014(a); (ii) it fails to address the
Debtor's lack of authority to retain counsel; and (iii) it fails
to adequately explain how a non-operating single asset real estate
entity was able to provide upwards of $200,000 for SMH's retainer.

Pursuant to the Debtor's request, certain attorneys and paralegals
within the firm will undertake the representation at their regular
hourly rates for attorneys ranging from $190 to $650 and for
paralegals and other legal assistants from $95 to $225.

The Debtor also disclosed that on March 9, 2012, it engaged SMH
and provided SMH with a $50,000 retainer.  SMH invoiced the Debtor
for prepetition services rendered and applied $20,000 from the
retainer towards payment of those prepetition services and applied
$1,039 for the filing fee for the Debtor's petition, leaving
$28,961 in SMH's trust account.

On March 13, 2012, SMH received an additional $50,000 as retainer
funds from the Debtor.  The sum of $78,961 remains in SMH's trust
account to be applied to
approved post-petition fees and expenses.

Additionally, the Debtor has agreed to provide an additional
$100,000 during the initial weeks of the bankruptcy.

The proposed lead attorneys of record for the Debtor in its
Chapter 11 case are:

          C. Taylor Ashworth, Esq.
          Alan A. Meda, Esq.
          Christopher C. Simpson, Esq.
          STINSON MORRISON HECKER LLP
          1850 N. Central Avenue, Suite 2100
          Phoenix, AZ 85004-4584
          Tel: (602) 279-1600
          Fax: (602) 240-6925
          E-mail: ameda@stinson.com
                  csimpson@stinson.com

Alan A. Meda, a partner at SMH, attests that his firm qualifies as
a "disinterested person" as defined in Bankruptcy Code Sec.
101(14).

In its response to the Employment Application, AED said the Debtor
failed to address the fact that an SMH attorney, Craig A. Morgan,
previously represented a party directly adverse to the Debtor.
Although the representation of a former client is sometimes
innocuous, the matter in which Mr. Morgan previously appeared
gives rise to significant questions about the Debtor's
relationship with its purported manager, Cavan Management Systems,
L.L.C., and may give rise to a claim by the Debtor against Mr.
Morgan's former client.  Accordingly, Mr. Morgan's prior
representation of an adverse creditor requires, at a minimum,
further disclosure.

AED pointed out that in a case filed in the Maricopa County
Superior Court entitled Fortner v. Granite Dells Ranch Holdings,
LLC, et al., CV2009-019607, Mr. Morgan represented Fortner in
obtaining a $528,000 judgment jointly against the Debtor and CMS.
Mr. Morgan began collection efforts against both the Debtor and
CMS, but ultimately negotiated a "Payment Agreement and Covenant
Not to Execute" for Fortner's benefit.  David Cavan and his spouse
personally guaranteed the Judgment Agreement pursuant to a
"Continuing Guaranty."  Under the Judgment Agreement, the Debtor
and CMS agreed that royalty payments received by the Debtor
pursuant to a license agreement would satisfy the Fortner Judgment
over time.

AED also recounted that on Jan. 5, 2012, Mr. Morgan's former
client issued a satisfaction of the judgment against the Debtor
and CMS.  Significantly, this satisfaction occurred within the 90-
day preference period of 11 U.S.C. Sec. 547(b), and all of the
payments under the Judgment Agreement occurred within the four-
year statute of limitations period of Arizona's fraudulent
transfer statute, A.R.S. Sec. 44-1009.

AED also said the Debtor appears to have an action for
contribution against CMS, which would place the Debtor against its
manager on the basis of the Judgment obtained by Mr. Morgan.

AED also noted that the Application fails to disclose the source
of the retainer, pointing out that the Debtor is a single asset
real estate entity with no ongoing operations other than receipt
of rents. At the very least, the Application fails to sufficiently
identify the source of these funds, especially since it is not
unreasonable to assume that this retainer (and promised future
retainer) is part of AED's collateral.

                 About Granite Dells Ranch Holdings

Scottsdale, Arizona-based Granite Dells Ranch Holdings LLC filed a
bare-bones Chapter 11 petition (Bankr. D. Ariz. Case No. 12-04962)
in Phoenix, on March 13, 2012.  Judge Redfield T. Baum PCT Sr.
oversees the case.  The Debtor is represented by Alan A. Meda,
Esq., at Stinson Morrison Hecker LLP.  The Debtor estimated assets
and debts of $100 million to $500 million.

Cavan Management Services, LLC is the Debtor's manager.  David
Cavan, member of the firm, signed the Chapter 11 petition.

Arizona ECO Development LLC, which acquired a $83.2 million 2006
loan by the Debtor, is represented by Snell & Wilmer L.L.P.  The
resolution authorizing the Debtor's bankruptcy filing says the
Company is commencing legal actions against Stuart Swanson, AED,
and related entities relating to the purchase by Mr. Swanson of a
promissory note payable by the Company to the parties that sold a
certain property to the Company.  According to Law 360, AED sued
Granite Dells on March 6 asking the Arizona court to appoint a
receiver.  Arizona ECO is foreclosing on a secured loan backed by
15,000 acres of Arizona land.


GRANITE DELLS: Lender Doesn't Consent to Cash Use
-------------------------------------------------
Arizona ECO Development LLC has informed the Bankruptcy Court it
does not consent to the use of its cash collateral by Granite
Dells Ranch Holdings, LLC.

"This non-consent extends to the use of rents, income, or proceeds
from the real property securing AED's loan to Granite Dells Ranch
Holdings, LLC, or use of previously collected rents, income, or
proceeds from the real property in the possession of the Debtor or
a third party," AED said in court filings.

According to the filng, on May 2, 2006, GDRH became obligated to
AED pursuant to a loan in the original principal amount of
$83,220,534, plus all unpaid interest, fees, costs, and charges.

The Loan is secured by a "Deed of Trust and Fixture Filing" that
grants a perfected security interest in roughly 15,000 acres of
generally rural real property located near Prescott Valley,
Prescott, and Chino Valley, Arizona, and related proceeds.

The Loan is also secured by a 2007 License Agreement that grants a
licensee the sole right to remove sand, gravel, and rock and to
conduct related activities on the Real Property in exchange for a
fee.

The resolution authorizing the Debtor's bankruptcy filing says the
Company is commencing legal actions against Stuart Swanson, AED,
and related entities relating to the purchase by Mr. Swanson of a
promissory note payable by the Company to the parties that sold a
certain property to the Company.  According to Law 360, AED sued
Granite Dells on March 6 asking the Arizona court to appoint a
receiver.  Arizona ECO is foreclosing on a secured loan backed by
15,000 acres of Arizona land.

AED is represented by:

          Donald L. Gaffney, Esq.
          Benjamin W. Reeves, Esq.
          Evans O'Brien, Esq.
          SNELL & WILMER L.L.P.
          One Arizona Center
          400 E. Van Buren
          Phoenix, AZ 85004-2202
          Telephone: (602) 382-6000
          Facsimile: (602) 382-6070
          E-mail: dgaffney@swlaw.com
                  breeves@swlaw.com
                  eobrien@swlaw.com

                 About Granite Dells Ranch Holdings

Scottsdale, Arizona-based Granite Dells Ranch Holdings LLC filed a
bare-bones Chapter 11 petition (Bankr. D. Ariz. Case No. 12-04962)
in Phoenix, on March 13, 2012.  Judge Redfield T. Baum PCT Sr.
oversees the case.  The Debtor is represented by Alan A. Meda,
Esq., at Stinson Morrison Hecker LLP.  The Debtor estimated assets
and debts of $100 million to $500 million.

Cavan Management Services, LLC is the Debtor's manager.  David
Cavan, member of the firm, signed the Chapter 11 petition.


GRANITE DELLS: Section 341(a) Meeting Scheduled for April 17
------------------------------------------------------------
The United States Trustee in Phoenix, Arizona, will convene a
meeting of creditors of Granite Dells Ranch Holdings, LLC, on
April 17, 2012, at 9:30 a.m. at US Trustee Meeting Room, 230 N.
First Avenue, Suite 102, in Phoenix.

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

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

Meanwhile, the case docket indicates that the Debtor is required
to file financial documents, particularly its schedules of assets
and liabilities and statement of financia affairs and a host of
other documents by March 27.

                 About Granite Dells Ranch Holdings

Scottsdale, Arizona-based Granite Dells Ranch Holdings LLC filed a
bare-bones Chapter 11 petition (Bankr. D. Ariz. Case No. 12-04962)
in Phoenix, on March 13, 2012.  Judge Redfield T. Baum PCT Sr.
oversees the case.  The Debtor is represented by Alan A. Meda,
Esq., at Stinson Morrison Hecker LLP.  The Debtor estimated assets
and debts of $100 million to $500 million.

Cavan Management Services, LLC is the Debtor's manager.  David
Cavan, member of the firm, signed the Chapter 11 petition.

Arizona ECO Development LLC, which acquired a $83.2 million 2006
loan by the Debtor, is represented by Snell & Wilmer L.L.P.  The
resolution authorizing the Debtor's bankruptcy filing says the
Company is commencing legal actions against Stuart Swanson, AED,
and related entities relating to the purchase by Mr. Swanson of a
promissory note payable by the Company to the parties that sold a
certain property to the Company.  According to Law 360, AED sued
Granite Dells on March 6 asking the Arizona court to appoint a
receiver.  Arizona ECO is foreclosing on a secured loan backed by
15,000 acres of Arizona land.


GREEN AND BARR: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Green and Barr Corp.
        460 W. 43 Street
        Miami Beach, FL 33140

Bankruptcy Case No.: 12-16385

Chapter 11 Petition Date: March 16, 2012

Court: U.S. Bankruptcy Court
       Southern District of Florida (Miami)

Judge: A. Jay Cristol

Debtor's Counsel: Joel M. Aresty, Esq.
                  JOEL M. ARESTY P.A.
                  13499 Biscayne Boulevard, #T-3
                  No. Miami, FL 33181
                  Tel: (305) 899-9876
                  Fax: (305) 723-7893
                  E-mail: aresty@mac.com

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

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

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

The petition was signed by Yves Barroukh, president.


HAYDEL PROPERTIES: Wants to Use Cash Collateral to Pay for Taxes
----------------------------------------------------------------
Haydel Properties, LP, seeks permission to use cash collateral of
BanCorpSouth, Community Bank, Gene Whitehurst, Hancock Bank,
BanCorpSouth Mortgage, and Peoples Bank.  The Debtor intends to
use cash collateral for payment of ad valorem taxes.

The Debtor is indebted to the Banks on multiple promissory notes,
all of which are secured by deeds of trust on property located in
different states:

                           Note Payoff Balance
   Bank                    as of Petition Date    Total Liens
   ------------            -------------------    -----------
   BancorpSouth               $428,485            $468,213
   Community Bank             $1,506,500          $1,567,561
   Gene Whitehurst            $166,440            $170,216
   Hancock Bank               $101,500            $106,140
   BanCorpSouth Mortgage      $82,350             $84,888
   Peoples Bank               $3,893,800          $4,203,768

On Feb. 24, 2012, the Court authorized the Debtor to use the cash
collateral of Community Bank.

                         Haydel Properties

Haydel Properties LP, in Biloxi, Mississippi, filed for Chapter 11
bankruptcy (Bankr. S.D. Miss. Case No. 12-50048) on Jan. 11, 2012.
Judge Katharine M. Samson presides over the case.  Patrick A.
Sheehan, Esq., at Sheehan & Johnson, PLLC; and Robert Gambrell,
Esq., at Gambrell & Associates, PLLC, serve as the Debtor's
counsel.  In its petition, the Debtor estimated $10 million to
$50 million in assets and $1 million to $10 million in debts.  The
petition was signed by Michael D. Haydel, manager of general
partner.


HAYDEL PROPERTIES: Taps Patrick Sheehan as General Counsel
----------------------------------------------------------
Haydel Properties, LP, sought and obtained permission from the
Bankruptcy Court to employ Patrick A. Sheehan and the firm of
Sheehan & Johnson, PLLC, as its counsel.  Mr. Sheehan's hourly
rate is $300.  The hourly rate of the firm's paralegals is $100.

Sheehan & Johnson will be entitled to receive reimbursement of
actual necessary expenses.

The firm will, among other things:

   (a) consult with any trustee or any committee concerning the
       administration of the Debtor's case;

   (b) investigate the acts, conduct, assets, liabilities, and
       financial condition of the Debtor, the operation of the
       Debtor's business and the desirability of the continuance
       of that business, and any other matter relevant to the case
       or to the formulation of the Plan;

   (c) formulate the plan; and

   (d) prepare any pleadings, motions, answers, notices, orders
       and reports that are required for the proper function of
       the Debtor.

To the best of the Debtor's knowledge, Sheehan & Johnson has no
connection of any kind of nature with the Debtor, the Debtor's
creditors, any other parties-in-interest.

Haydel Properties LP, in Biloxi, Mississippi, filed for Chapter 11
bankruptcy (Bankr. S.D. Miss. Case No. 12-50048) on Jan. 11, 2012.
Judge Katharine M. Samson presides over the case.  Patrick A.
Sheehan, Esq., at Sheehan & Johnson, PLLC; and Robert Gambrell,
Esq., at Gambrell & Associates, PLLC, serve as the Debtor's
counsel.  In its petition, the Debtor estimated $10 million to
$50 million in assets and $1 million to $10 million in debts.  The
petition was signed by Michael D. Haydel, manager of general
partner.


HAYDEL PROPERTIES: Can Hire Robert Gambrell as Counsel
------------------------------------------------------
Haydel Properties, LP, sought and obtained permission from the
Bankruptcy Court to employ Robert Gambrell and the firm of
Gambrell & Associates, PLLC, as its counsel.

Mr. Gambrell's hourly rate is $300.  Paralegals of the firm will
charge the Debtor $100 per hour.  The firm is also entitled to
receive reimbursement of expenses.

Haydel Properties LP, in Biloxi, Mississippi, filed for Chapter 11
bankruptcy (Bankr. S.D. Miss. Case No. 12-50048) on Jan. 11, 2012.
Judge Katharine M. Samson presides over the case.  Patrick A.
Sheehan, Esq., at Sheehan & Johnson, PLLC; and Robert Gambrell,
Esq., at Gambrell & Associates, PLLC, serve as the Debtor's
counsel.  In its petition, the Debtor estimated $10 million to
$50 million in assets and $1 million to $10 million in debts.  The
petition was signed by Michael D. Haydel, manager of general
partner.


HOSTESS BRANDS: Says Union Contract Already Expired
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Hostess Brands Inc. is opposing contentions by the
bakery workers' union that the bankruptcy court lacks the ability
to terminate existing union contracts because they already expired
by their terms. The company says that the case law cited by the
union is "inapposite or wrong."

The report recounts that in papers filed earlier this month, the
union argued that expiration of the contract gave exclusive
control of contract controversies to the National Labor Relations
Board, where both sides are required to negotiate until government
officials declare impasse.

Hostess, according to the report, argues that the union's
contention would produce an anomalous result where the bankruptcy
court could end a contract still in force while a bankrupt company
with an expired contract would be required to continue paying the
same higher wages until impasse were declared.  Hostess relies
most heavily on a 2010 decision by U.S. Bankruptcy Judge Maureen
Tighe from Los Angeles in a case called Karykeion. She ruled that
expiration of a contract doesn't result in the loss of the
bankruptcy court's ability to terminate a contract, because labor
law requires continuing adherence to an expired contract.

The beginning of the trial on the company's proposal to terminate
contracts has been pushed back to March 23 to allow parties to
negotiate.

                      About Hostess Brands

Founded in 1930, Irving, Texas-based Hostess Brands Inc., is known
for iconic brands such as Butternut, Ding Dongs, Dolly Madison,
Drake's, Home Pride, Ho Hos, Hostess, Merita, Nature's Pride,
Twinkies and Wonder.  Hostess has 36 bakeries, 565 distribution
centers and 570 outlets in 49 states.

Hostess filed for Chapter 11 bankruptcy protection early morning
on Jan. 11, 2011 (Bankr. S.D.N.Y. Case Nos. 12-22051 through
12-22056) in White Plains, New York.  Debtor-affiliates that filed
separate Chapter 11 petition are IBC Sales Corporation, IBC
Trucking LLC, IBC Services LLC, Interstate Brands Corporation, and
MCF Legacy Inc.  Hostess Brands disclosed assets of $982 million
and liabilities of $1.43 billion as of Dec. 10, 2011.  Debt
includes $860 million on four loan agreements.  Trade suppliers
are owed as much as $60 million.

The bankruptcy filing was made two years after predecessors
Interstate Bakeries Corp. and its affiliates emerged from
bankruptcy (Bankr. W.D. Mo. Case No. 04-45814).  Ripplewood
Holding LLC, after providing $130 million to finance the plan,
obtained control of IBC's business following the prior
reorganization.  Hostess Brands is privately held.  The new owners
pursued new Chapter 11 cases to escape from what they called
"uncompetitive and unsustainable" union contracts, pension plans,
and health benefit programs.

In 2011, Hostess retained Houlihan Lokey to explore sales of its
smaller assets and individual brands.  Houlihan Lokey oversaw the
sale of Mrs. Cubbison's to Sugar Foods Corporation for
$12 million, but was unable to sell any of Hostess' core assets.
Judge Robert D. Drain oversees the case.  Hostess has hired Jones
Day as bankruptcy counsel; Stinson Morrison Hecker LLP as general
corporate counsel and conflicts counsel; Perella Weinberg Partners
LP as investment bankers, FTI Consulting, Inc. to provide an
interim treasurer and additional personnel for the Debtors, and
Kurtzman Carson Consultants LLC as administrative agent.

Matthew Feldman, Esq., at Willkie Farr & Gallagher, and Harry
Wilson, the head of turnaround and restructuring firm MAEVA
Advisors, are representing the Teamsters union.

Attorneys for The Bakery, Confectionery, Tobacco Workers and Grain
Millers International Union and Bakery & Confectionery Union &
Industry International Pension Fund are Jeffrey R. Freund, Esq.,
at Bredhoff & Kaiser, P.L.L.C.; and Ancela R. Nastasi, Esq., David
A. Rosenzweig, Esq., and Camisha L. Simmons, Esq., at Fulbright &
Jaworski L.L.P.

An official committee of unsecured creditors has been appointed in
the case.  The committee selected New York law firm Kramer Levin
Naftalis & Frankel LLP as its counsel. Tom Mayer and Ken Eckstein
will head up the legal team for the committee.

The bankruptcy judge on Feb. 3 gave Hostess Brands final authority
for $75 million in secured financing.  The day following the Jan.
11 Chapter 11 filing, Hostess had secured interim approval for a
$35 million loan.


HUGHES TELEMATICS: Incurs $85.3 Million Net Loss in 2011
--------------------------------------------------------
HUGHES Telematics, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $85.35 million on $71.26 million of total revenues in
2011, a net loss of $89.56 million on $40.33 million of total
revenues in 2010, and a net loss of $163.66 million on
$33.04 million of total revenues in 2009.

The Company's balance sheet at Dec. 31, 2011, showed
$123.08 million in total assets, $209.91 million in total
liabilities, and a $86.83 million total stockholders' deficit.

In its report on the Company's 2011 financial results,
PricewaterhouseCoopers LLP, in Atlanta, Georgia, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has incurred recurring losses from operations and has a net
capital deficiency.

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

                        http://is.gd/Enp3f3

                      About HUGHES Telematics

Atlanta, Ga.-based HUGHES Telematics, Inc. is a telematics
services company that provides a suite of real-time voice and data
communications services and applications for use in vehicles and
is developing additional applications for use within and outside
of the automotive industry.


IMPLANT SCIENCES: Stockholders OK Amendment to 2004 Stock Plan
--------------------------------------------------------------
A Special Meeting of Stockholders of Implant Sciences Corporation,
was held on March 13, 2012.  At the meeting, there were 29,139,989
shares of common stock represented to vote either in person or by
proxy, or 86.4% of the outstanding shares of common stock, which
represented a quorum.  As of the record date, Feb. 14, 2012, there
were 33,727,998 shares of common stock outstanding and entitled to
vote at the meeting.  At the meeting, the Stockholders:

   (a) approved an amendment to the Company's 2004 Stock Option
       Plan to increase the number of shares of the Company's
       common stock subject to the Plan from 2,000,000 shares to
       4,000,000 shares; and

   (b) ratified the selection of the firm of Marcum LLP as the
       Company's independent registered public accountants for the
       fiscal year ending June 30, 2012.

                      About Implant Sciences

Implant Sciences Corporation (OBB: IMSC.OB) --
http://www.implantsciences.com/-- develops, manufactures and
sells sensors and systems for the security, safety and defense
(SS&D) industries.

The Company reported a net loss of $15.55 million for the year
ended June 30, 2011, compared with a net loss of $15.52 million
during the prior year.

The Company reported a net loss of $6.36 million on $2.16 million
of revenue for the six months ended Dec. 31, 2011, compared with a
net loss of $10.03 million on $4.15 million of revenue for the
same period during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed $7 million in
total assets, $33.03 million in total liabilities and a $26.03
million in total stockholders' deficit.

Marcum LLP, in Boston, Massachusetts, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has had recurring net
losses and continues to experience negative cash flows from
operations.   As of Sept. 30, 2011, the Company's principal
obligation to its primary lender was approximately $23,115,000
with accrued interest of approximately $1,705,000.

                       Bankruptcy Warning

The Company's ability to comply with its debt covenants in the
future depends on its ability to generate sufficient sales and to
control expenses, and will require the Company to seek additional
capital through private financing sources.  In addition, the
Company will require substantial funds for further research and
development, regulatory approvals, and the marketing of its
explosives detection products.  The Company's capital requirements
depend on numerous factors, including but not limited to the
progress of the Company's research and development programs; the
cost of filing, prosecuting, defending and enforcing any
intellectual property rights; competing technological and market
developments; changes in the Company's development of
commercialization activities and arrangements; and the hiring of
additional personnel, and acquiring capital equipment.  There can
be no assurances that the Company will achieve its forecasted
financial results or that the Company will be able to raise
additional capital to operate its business.

Any failure to comply with the Company's debt covenants, to
achieve its projections or obtain sufficient capital on acceptable
terms would have a material adverse impact on the Company's
liquidity, financial condition and operations and could force the
Company to curtail or discontinue operations entirely or file for
protection under bankruptcy laws.


INOVA TECHNOLOGY: Delays Form 10-Q for Oct. 31 Quarter
------------------------------------------------------
Inova Technology, Inc., will not file the 10-Q filing for the
quarter ended Oct. 31, 2011, on the due date of March 16, 2012.
The Company expects that the 10Q filing will be complete and filed
on or before the amended due date of March 21, 2012.

                       About Inova Technology

Based in Las Vegas, Nevada, Inova Technology, Inc. (OTC BB: INVA)
-- http://www.inovatechnology.com/-- through its subsidiaries,
provides information technology (IT) consulting services in the
United States.  It also manufactures radio frequency
identification (RFID) equipment; and provides computer network
solutions.  The company was formerly known as Edgetech Services
Inc. and changed its name to Inova Technology, Inc., in 2007.

The Company reported a net loss of $3.35 million on $22.12 million
of revenue for the year ended April 30, 2011, compared with a net
loss of $7.06 million on $21.03 million of revenue during the
prior year.

The Company reported net income of $170,635 on $10.70 million of
revenue for the six months ended Oct. 31, 2011, compared with net
income of $1.79 million on $12.67 million of revenue for the same
period a year ago.

The Company's balance sheet at Oct. 31, 2011, showed $7.90 million
in total assets, $17.85 million in total liabilities and a $9.95
million total stockholders' deficit.

MaloneyBailey LLP, in Houston, Texas, noted that the Company
incurred losses from operations for fiscal 2011 and 2010 and has a
working capital deficit as of April 30, 2011.  According to the
independent auditors, these factors raise substantial doubt about
Inova's ability to continue as a going concern.


JEFFERSON COUNTY, AL: Bondholders Appeal Bankruptcy Eligibility
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that indenture trustees for the Jefferson County, Alabama,
sewer debt filed appeals from the March 4 ruling by the bankruptcy
judge in Birmingham concluding that the county is eligible for
Chapter 9 municipal bankruptcy.

The report recounts that U.S. Bankruptcy Judge Thomas B. Bennett
ruled in his 28- page, single-spaced opinion that the ability to
file municipal bankruptcy isn't limited to counties or
municipalities with bonded debt.  Holders of the sewer debt argued
unsuccessfully that the county is ineligible under Alabama law
because it doesn't have bonds outstanding, only sewer warrants
which are a different type of debt.

Mr. Rochelle notes that as a precautionary matter, the indenture
trustees accompanied the notices of appeal with a motion for
permission to appeal in the event the Chapter 9 ruling is not
automatically appealable.

                      About Jefferson County

Jefferson County has its seat in Birmingham, Alabama.  It has a
population of 660,000.

Jefferson County filed a bankruptcy petition under Chapter 9
(Bankr. N.D. Ala. Case No. 11-05736) on Nov. 9, 2011, after an
agreement among elected officials and investors to refinance
$3.1 billion in sewer bonds fell apart.

John S. Young Jr. LLC was appointed as receiver by Alabama Circuit
Court Judge Albert Johnson in September 2010.

Jefferson County's bankruptcy represents the largest municipal
debt adjustment of all time.  The county said that long-term debt
is $4.23 billion, including about $3.1 billion in defaulted sewer
bonds where the debt holders can look only to the sewer system for
payment.

The county said it would use the bankruptcy court to put a value
on the sewer system, in the process fixing the amount bondholders
should be paid through Chapter 9.

Judge Thomas B. Bennett presides over the Chapter 9 case.  Lawyers
at Bradley Arant Boult Cummings LLP and Klee, Tuchin, Bogdanoff &
Stern LLP, led by Kenneth Klee, represent the Debtor as counsel.
Kurtzman Carson Consultants LLC serves as claims and noticing
agent.  Jefferson estimated more than $1 billion in assets.  The
petition was signed by David Carrington, president.

The bankruptcy judge in January 2012 ruled that the state court-
appointed receiver for the sewer system largely lost control as a
result of the bankruptcy. Before deciding whether Jefferson County
is eligible for Chapter 9, the bankruptcy judge will allow the
Alabama Supreme Court to decide whether sewer warrants are the
equivalent of "funding or refunding bonds" required under state
law before a municipality can be in bankruptcy.

U.S. District Judge Thomas B. Bennett ruled in March 2012 that
Jefferson County is eligible under state law to pursue a debt
restructuring under Chapter 9.  Holders of more than $3 billion in
defaulted sewer debt had challenged the county's right to be in
Chapter 9.


JEWISH COMMUNITY: Court OKs Bederson & Company as Accountant
------------------------------------------------------------
The U.S. Bankruptcy Court authorized Jewish Community Center of
Greater Monmouth County to employ Bederson & Company, LLP, as
accountant to assist it with the preparation of financial
statements, including but not limited to income tax returns and
monthly operating reports as required by the Office of the United
States Trustee.

The Debtor will pay Bederson & Company at the firm's normal hourly
rates:

          Partners                $350 to $405
          Directors                   $305
          Managers                    $300
          Supervisors                 $235
          Senior Accountants          $230
          Semi Sr. Accountants    $190 to $200
          Staff Accountants           $155
          Para Professionals          $140

                       About Jewish Community

Headquartered in Deal Park, New Jersey, Jewish Community Center Of
Greater Monmouth County, A Not-For-Profit Corporation --
http://jccmonmouth.org/-- offers services, programs, events,
activities, and facilities to Jewish families and individuals in
Monmouth County.

Jewish Community filed for Chapter 11 bankruptcy (Bankr. D. N.J.
Case No. 11-44738) on Dec. 5, 2011.  Judge Michael B. Kaplan
presides over the case.  Timothy P. Neumann, Esq., at Broege,
Neumann, Fischer & Shaver, serves as the Debtor's bankruptcy
counsel.  In its petition, the Debtor estimated assets of
$10 million to $50 million and debts of $1 million to $10 million.


KENTUCKIANA MEDICAL: To Present Plan for Approval April 25
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Kentuckiana Medical Center LLC is scheduled for
approval of its bankruptcy reorganization plan at an April 25
confirmation hearing at U.S. Bankruptcy court in New Albany,
Indiana.

According to the report, the plan is financed with a $10.8 million
investment from Granger Group LLC.  In return, the new investor
will control ownership of the hospital when it emerges from
bankruptcy.  Unsecured creditors with an estimated $6 million in
claims are to share $500,000.


KMC REAL ESTATE: RL BB Wants Disclosure Statement Denied
--------------------------------------------------------
RL BB Financial, LLC, asks the Bankruptcy Court to deny approval
of the First Amended Disclosure Statement explaining the First
Amended Plan of Reorganization of KMC Real Estate Investors, LLC.

KMC Real Estate Investors, LLC, exists solely to hold title to its
only asset ? a hospital building located on 10 acres in
Clarksville, Indiana.  As of the Petition Date, KMCREI was
indebted to RL BB in the sum of $22,391,236, and said amount is
secured by a first priority mortgage on the Real Estate.

RL BB asserts that the Disclosure Statement fails to include
adequate information addressing the relevant and specific written
inquiries made by RL BB to the Debtor.  RL BB, among other things,
requested in writing the following information from the Debtor:

   (a) The Disclosure Statement proposes a 30-year triple net
       lease between the reorganized KMCREI and the reorganized
       Kentuckiana Medical Center, LLC, with an annual rent of
       $3,324,000 ($277,000/month) and a 3% annual escalator.  Yet
       the Plan only proposes to pay RL BB the sum of $80,172 per
       month.  RL BB requests that the Debtor provide additional
       information explaining in detail how the excess rent of
       nearly $200,000 per month will be used by Granger/
       reorganized KMCREI.

   (b) The Disclosure Statement indicates that Granger will invest
       the modest amount of $3,670,452 to acquire the fee interest
       in the hospital, valued by Granger at $21 million.  RL BB
       needs detailed information disclosing Granger's expected
       return on this investment over the next 30 years.

   (c) The Disclosure Statement indicates that the DivLend claim
       in Class 3-B will be assumed and paid in full under the KMC
       plan.  RL BB wants additional disclosure on the rationale
       and basis for classifying DivLend as an allowed, impaired
       unsecured claim entitled to vote on the KMCREI plan.

   (d) RL BB was granted relief from the automatic stay to pursue
       its state court remedies against the hospital.  RL BB asks
       the Debtor to disclose or explain how KMCREI/Granger will
       be authorized to perform construction at the hospital or
       encumber the hospital by a lease, given that the real
       estate is no longer subject to the automatic stay
       or under the control of the Bankruptcy Court.

   (e) The Disclosure Statement fails to acknowledge that RL BB
       has advanced over $600,000 in real estate taxes.  In
       addition to being secured by the first mortgage, RL
       BB reserves its rights of subrogation with respect to real
       estate taxes paid on behalf of KMCREI.

   (f) The Disclosure Statement presumes that RL BB's real estate
       collateral has a value of $21 million, and purports to pay
       that claim "in full" over 30 years at the original contract
       rate of interest.  RL BB needs explanation or disclosure to
       support the Debtor's valuation of $21 million.  The
       Disclosure Statement should further acknowledge that the
       proposed interest rate is far below current market rates
       and that the proposed 30-year term is not fair and
       equitable.

   (g) KMCREI holds a significant administrative claim
       (approximately $3.3 million) for unpaid post-petition rents
       owed by KMC to KMCREI.  There is no discussion in the
       Disclosure Statement of how this administrative claim will
       be satisfied.

On March 5, 2012, the Debtor responded in writing to the
Information Requests and stated that it will be filing a
supplement or Amended Disclosure Statement to further address the
Information Requests.

As reported by the TCR on March 9, 2012, the Debtor filed with the
U.S. Bankruptcy Court for the Southern District of Indiana a First
Amended Disclosure Statement explaining the propose Plan of
Reorganization dated as of Feb. 13, 2012.

According to the Disclosure Statement, the Plan contemplates
partial repayment of the general unsecured claims through pro rata
cash distributions from the Debtor's cash generated from future
operations after the Effective Date.

On account of the secured claim of RL BB Financial, LLC, Rialto
will receive an initial payment of $1 million cash on the
Effective Date and Rialto will also receive a $80,172 monthly
payment for 360 months after the Effective Date.

                  About KMC Real Estate Investors

Clarksville, Indiana-based KMC Real Estate Investors LLC owns
certain real property located in Clark County, Indiana, commonly
known as 4601 Medical Plaza Way, Clarksville, Indiana.  The
Company filed for Chapter 11 bankruptcy protection (Bankr. S.D.
Ind. Case No. 11-90930) on April 1, 2011.  Gary Lynn Hostetler,
Esq., and Courtney Elaine Chilcote, Esq., at Hostetler & Kowalik,
P.C., in Indianapolis, Indiana, serve as the Debtor's bankruptcy
counsel.  The Debtor disclosed it has undetermined assets and
$24,810,090 in liabilities as of the Chapter 11 filing.

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

As reported in the TCR on July 19, 2011, the Bankruptcy Court
granted RL BB Financial relief from stay on the Debtor's assets.
The relief from stay is effective on July 25, 2011, at the close
of business.


LEE ENTERPRISES: Bank Debt Trades at 21% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Lee Enterprises is
a borrower traded in the secondary market at 78.85 cents-on-the-
dollar during the week ended Friday, March 16, 2012, an increase
of 0.95 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 50 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Dec. 23, 2012.  The
loan is one of the biggest gainers and losers among 191 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                      About Lee Enterprises

Lee Enterprises, Incorporated, headquartered in Davenport, Iowa,
publishes the St. Louis Post Dispatch and the Arizona Daily Star
along with more than 40 other daily newspapers and about 300
weekly newspapers and specialty publications in 23 states.
Revenue for the 12 months ended December 2010 was $780 million.
The Company has 6,200 employees, with 4,650 working full-time.

Lee Enterprises and certain of its affiliates filed for Chapter 11
(Bankr. D. Del. Lead Case No. 11-13918) on Dec. 12, 2011, with a
prepackaged plan of reorganization.  The Debtor selected Sidley
Austin LLP as its general reorganization and bankruptcy counsel,
and Young Conaway Stargatt & Taylor LLP as co-counsel; The
Blackstone Group as Financial and Asset Management Consultant; and
The Debtor disclosed total assets of $1.15 billion and total
liabilities of $1.25 billion at Sept. 25, 2011.

Deutsche Bank Trust Company Americas, as DIP Agent and Prepetition
Agent, is represented in the Debtors' cases by Sandeep "Sandy"
Qusba, Esq., and Terry Sanders, Esq., at Simpson Thacher &
Bartlett LLP.

Certain Holders of Prepetition Credit Agreement Claims, Goldman
Sachs Lending Partners LLC, Mutual Quest Fund, Monarch Master
Funding Ltd, Mudrick Distressed Opportunity Fund Global, LP and
Blackwell Partners, LLC have committed to acquire up to a maximum
amount of $166.25 million of loans under a New Second Lien Term
Loan Facility pursuant to the Reorganization Plan.  This
commitment also includes the potential payment of up to $10
million as backstop cash to Reorganized Lee Enterprises to acquire
the loans.  The Initial Backstop Lenders are represented by
Matthew S. Barr, Esq., and Brian Kinney, Esq., at Milbank, Tweed,
Hadley & McCloy LLP.

On Jan. 23, 2012, Lee Enterprises, et al., won confirmation of a
second version of their prepackaged Chapter 11 plan of
reorganization.

Lee Enterprises Inc. declared its prepackaged plan of
reorganization effective on Jan. 30, 2012.


LI-ON MOTORS: Delays Form 10-Q for 2nd Quarter Fiscal 2012
----------------------------------------------------------
Li-ion Motors Corp. notified the U.S. Securities and Exchange
Commission regarding the delay in the filing of its Quarterly
Report on Form 10-Q for the period ended Jan. 31, 2012.

Management is in the process of finalizing the operating results
of the second quarter of its 2012 fiscal year.  The information
could not be assembled and analyzed without unreasonable effort
and expense to the Registrant.  The Form 10-Q will be filed as
soon as practicable and within the 5 day extension period.

                         About Li-On Motors

Las Vegas, Nev.-based Li-ion Motors Corp. was incorporated under
the laws of the State of Nevada in April 2000.  The Company is
currently pursuing the development and marketing of electric
powered vehicles and products based on the advanced lithium
battery technology it has developed.

Madsen & Associates, CPA's Inc., Murray, Utah, expressed
substantial doubt about Li-on Motors' ability to continue as a
going concern.  The independent auditors noted that the Company
did not have any revenue from vehicle sales in 2011, does not have
cash flows to support its current operations and needs reserve to
cover expenses in future periods as the Company continues to incur
losses from operations.

The Progressive Insurance Automotive X-Prize, competition was
announced in April 2008 as a way to spur the development of clean,
high-mileage vehicles, and is funded for a total of $10 million,
which will be divided among three separate categories.  The
Company was the winner in its entry class.  On Oct. 27, 2010, the
Company received net proceeds of approximately $2.30 million from
X-Prize and was recorded as other income in the Company's
consolidated statement of operations for the year ended July 31,
2011.

The Company's balance sheet at Oct. 31, 2011, showed $4.46 million
in total assets, $4.69 million in total liabilities and a $230,618
total stockholders' deficiency.


LODGENET INTERACTIVE: Incurs $631,000 Net Loss in 2011
------------------------------------------------------
LodgeNet Interactive Corporation filed with the U.S. Securities
and Exchange Commission its Annual Report on Form 10-K disclosing
a net loss of $631,000 on $421.26 million of total revenues in
2011, a net loss of $11.68 million on $452.17 million of total
revenues in 2010, and a net loss of $10.15 million on
$484.49 million of total revenues in 2009.  The Company's balance
sheet at Dec. 31, 2011, showed $408.67 million in total assets,
$459.61 million in total liabilities and a $50.94 million total
stockholders' deficit.  A copy of the Form 10-K is available for
free at http://is.gd/1z5uA0

                     About LodgeNet Interactive

Sioux Falls, South Dakota-based LodgeNet Interactive Corporation
(Nasdaq:LNET), formerly LodgeNet Entertainment Corp. --
http://www.lodgenet.com/-- provides media and connectivity
solutions designed to meet the unique needs of hospitality,
healthcare and other guest-based businesses.  LodgeNet Interactive
serves more than 1.9 million hotel rooms worldwide in addition to
healthcare facilities throughout the United States.  The Company's
services include: Interactive Television Solutions, Broadband
Internet Solutions, Content Solutions, Professional Solutions and
Advertising Media Solutions.  LodgeNet Interactive Corporation
owns and operates businesses under the industry leading brands:
LodgeNet, LodgeNetRX, and The Hotel Networks.

                           *     *     *

Lodgenet carries a 'B3' long term corporate family rating and a
'Caa1' probability of default rating, with 'stable' outlook, from
Moody's.  It has 'B' long term foreign and local issuer credit
ratings, with 'stable' outlook, from Standard & Poor's.

"In Moody's opinion, continued cautious investment from LodgeNet's
hotel customers will hamper intermediate term growth in its core
hospitality services business, and over the long term competing
forms of entertainment will pressure this revenue stream as the
company seeks to defend its relevance to both hotel operators and
hotel guests.  The B3 corporate family rating incorporates these
weak growth prospects, mitigated somewhat by the company's
moderately high financial risk profile and demonstrated capacity
to generate positive free cash flow throughout challenging
economic conditions, along with a measure of stability from the
monthly fees it receives from hotels regardless of occupancy,"
Moody's said in October 2010.


MAKENA GREAT: Can Use Wells Fargo Cash Collateral Until March 24
----------------------------------------------------------------
The Bankruptcy Court entered a Fifth Interim Order authorizing The
Makena Great American Anza Company, LLC, to use cash collateral of
Wells Fargo Bank, N.A., through March 24, 2012.  A hearing to
consider the continued use of cash collateral will be held today.

                         About Makena Great

The Makena Great American Anza Company LLC --
http://www.makenacapital.net/-- is a commercial shopping
center developers in Southern California.  Makena Great American
leads the way in the acquisition and development of "A-Location"
small commercial shopping centers and corner properties in
Southern California.

The Makena Great American Anza Company, LLC, filed a Chapter 11
petition (Bankr. N.D. Ill. Case No. 11-48549) on Dec. 1, 2011, in
Chicago, Illinois.  Gordon E. Gouveia, Esq., at Shaw Gussis
Fishman Glantz Wolfson & Towbin, LLC, in Chicago, serves as local
counsel to the Debtor.  D. Sam Anderson, Esq., and Halliday
Moncure, Esq., at Bernstein, Shur, Sawyer & Nelson, P.A., in
Portland, Maine, serve as counsel to the Debtor.  The Debtor
disclosed $13,938,161 in assets and $17,723,488 in liabilities.


MAKENA GREAT: Wants May 1 Deadline to File Chapter 11 Plans
-----------------------------------------------------------
The Makena Great American Anza Company, LLC, and San Tan Plaza,
LLC, affiliates of GAC Storage Lansing, LLC, ask the Bankruptcy
Court to extend their exclusive periods to file Chapter 11 plans
through May 1, 2012, and to solicit acceptances of those Plans
until July 2.

The Exclusive Periods are set to expire on March 30 and May 30 for
Anza, and April 3 and June 3 for San Tan.

The Debtors relate that they are working diligently on plans of
reorganization to comply with the various timeliness of their
respective cases.  They assert that the proposed extensions of the
Exclusive Periods will provide them with a reasonable opportunity
to formulate and file plans of reorganization along with the other
Debtors.

Anza and San Tan clarify that they are not seeking extensions of
the Exclusive Periods to pressure creditors regarding
reorganization demands, but rather to preserve the opportunity to
formulate plans and to engage in negotiations with the prepetition
lenders.

On Jan. 30, 2012, GAC Lansing, GAC Copley and GAC El Monte filed a
combined motion to extend their exclusive periods to May 4 and
July 3, respectively.  The Court, on Feb. 3, 2012, granted the
Motion as to GAC Lansing.  The exclusivity motion is pending as to
GAC Copley and GAC El Monte and is scheduled for a status hearing
on March 20.  The exclusive periods for GAC Copley and GAC El
Monte have been extended pending the Court's ruling on the motion
pursuant to order of the Court dated February 7.

GAC Copley and Bank of America, N.A., have tentatively agreed to
an April 1 extension of the exclusive period within which GAC
Copley may file a Chapter 11 plan in conjunction with a final cash
collateral order.  GAC El Monte and Wells Fargo has tentatively
agreed upon a May 1 extension of the exclusive period within which
GAC El Monte may file a Chapter 11 plan in conjunction with a
final cash collateral order.

The Makena Great American Anza Company, LLC --
http://www.makenacapital.net/-- is a commercial shopping center
developer in Southern California.  Makena considers itself the
leader in the acquisition and development of "A-Location" small
commercial shopping centers and corner properties in Southern
California.

Makena Great American Anza Company LLC filed a Chapter 11 petition
(Bankr. N.D. Ill. Case No. 11-48549) on Dec. 1, 2011, in Chicago,
Illinois.  Gordon E. Gouveia, Esq., at Shaw Gussis Fishman Glantz
Wolfson & Towbin, LLC, in Chicago, serves as counsel to the
Debtor.


MF GLOBAL: Ch.11 Trustee to Have $17-Mil. as of March 2
-------------------------------------------------------
Louis J. Freeh, the Chapter 11 trustee for MF Global Holdings Ltd.
and its affiliates, submitted to the Bankruptcy Court cash
collateral budgets approved in February 2012.  The Chapter 11
Trustee expected to have $17.77 million in cash available for use
as of February 24, 2012 and $17.22 million as of March 2, 2012.

Schedules of the Cash Collateral Forecast for the weeks
February 3, 2012, February 10, 2012, February 17, 2012,
February 24, 2012, and March 2, 2012, are available for free at:

  http://bankrupt.com/misc/MFGlobalFeb2012CashCollBudgets.pdf

                          About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/
-- was one of the world's leading brokers of commodities and
listed derivatives.  MF Global provided access to more than 70
exchanges around the world.  The firm also was one of 22 primary
dealers authorized to trade U.S. government securities with the
Federal Reserve Bank of New York.  MF Global's roots go back
nearly 230 years to a sugar brokerage on the banks of the Thames
River in London.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos.
11-15059 and 11-5058) on Oct. 31, 2011, after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.  It was the largest bankruptcy filing in 2011.

MFGH's subsidiaries MF Global Capital LLC, MF Global FX
Clear LLC and MF Global Market Services, LLC filed for bankruptcy
protection on Dec. 19, 2011.

MF Global Holdings USA Inc., doing business as Farr Whitlock Dixon
& Co. Inc., and Man Group USA Inc., filed a Chapter 11 petition on
March 2, 2012.  Holdings USA provided administrative services to
MF Ltd. and its domestic subsidiaries.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of
MF Global Finance USA Inc.

Louis J. Freeh was named the Chapter 11 Trustee for the bankruptcy
cases of MF Global Holdings Ltd. and its affiliates.  The Trustee
tapped (i) Freeh Sporkin & Sullivan LLP, as investigative counsel;
(ii) FTI Consulting Inc., as restructuring advisors; (iii)
Morrison & Foerster LLP, as bankruptcy counsel; and (iv) Pepper
Hamilton as special counsel; and (h) authorizing the Committee to
retain and employ (i) Dewey & LeBoeuf LLP, as the Committee's
counsel; and (ii) Capstone Advisory Group LLC as financial
advisor.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at Hughes
Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.  Seven directors of MF Global Holdings resigned from their
posts on Nov. 28, 2011.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.

The New York Stock Exchange has removed MFGI securities from
listing.

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


MF GLOBAL: Ch. 11 Trustee Wants Until April 18 to File Schedules
----------------------------------------------------------------
Louis J. Freeh, the Chapter 11 trustee for MF Global Holdings Ltd.
and its affiliates, asks the Bankruptcy Court to extend to
April 18, 2012, the time within which he must file the schedules
of assets and liabilities and statements of financial affairs of
the Debtors.

The Chapter 11 Trustee tells the Court that he has a significant
amount of information to prepare in order to file the Schedules
and Statements, some of which is maintained by the SIPA trustee
and the administrator of the United Kingdom proceedings.  Although
the estates are working diligently to compile information, each
has competing duties that occasionally take priority over the
gathering and release of information for and to the estates, the
Chapter 11 Trustee says.

The filing of the New Debtor on March 2, 2012, as well as the
three Debtors that filed in December, coupled with the enormity
and complexity of the Debtors' organizational structure, and the
need to coordinate efforts with other estates domestically and
abroad, constitute "cause" to extend the current deadline for
filing the Schedules and Statements, the Chapter 11 Trustee
asserts.

                          About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/
-- was one of the world's leading brokers of commodities and
listed derivatives.  MF Global provided access to more than 70
exchanges around the world.  The firm also was one of 22 primary
dealers authorized to trade U.S. government securities with the
Federal Reserve Bank of New York.  MF Global's roots go back
nearly 230 years to a sugar brokerage on the banks of the Thames
River in London.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos.
11-15059 and 11-5058) on Oct. 31, 2011, after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.  It was the largest bankruptcy filing in 2011.

MFGH's subsidiaries MF Global Capital LLC, MF Global FX
Clear LLC and MF Global Market Services, LLC filed for bankruptcy
protection on Dec. 19, 2011.

MF Global Holdings USA Inc., doing business as Farr Whitlock Dixon
& Co. Inc., and Man Group USA Inc., filed a Chapter 11 petition on
March 2, 2012.  Holdings USA provided administrative services to
MF Ltd. and its domestic subsidiaries.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of
MF Global Finance USA Inc.

Louis J. Freeh was named the Chapter 11 Trustee for the bankruptcy
cases of MF Global Holdings Ltd. and its affiliates.  The Trustee
tapped (i) Freeh Sporkin & Sullivan LLP, as investigative counsel;
(ii) FTI Consulting Inc., as restructuring advisors; (iii)
Morrison & Foerster LLP, as bankruptcy counsel; and (iv) Pepper
Hamilton as special counsel; and (h) authorizing the Committee to
retain and employ (i) Dewey & LeBoeuf LLP, as the Committee's
counsel; and (ii) Capstone Advisory Group LLC as financial
advisor.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at Hughes
Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.  Seven directors of MF Global Holdings resigned from their
posts on Nov. 28, 2011.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.

The New York Stock Exchange has removed MFGI securities from
listing.

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


MF GLOBAL: Judge Denies Sec. 523 Administration of Cases
--------------------------------------------------------
Judge Martin Glenn denied Adam Furgatch's request to have the
Court administer the Chapter 11 cases of MF Global Holdings, Ltd.
and its debtor-affiliates pursuant to Sections 507 and 523 of the
Bankruptcy Code.

"Furgatch's Motion is procedurally improper and substantively
meritless to the point of bordering on frivolous," Judge Glenn
opined.  The bankruptcy judge cautioned Mr. Furgatch's counsel
that "the Court has the power to impose sanctions for frivolous
arguments."

Judge Glenn determined that MFGH is not an "individual debtor" as
required by Section 523(a)(5) of the Bankruptcy Code.  Judge
Glenn further determined that MFGI does not have a claim for
domestic support obligations under Section 523(a)(5).  "Here, the
plausible debt Furgatch seeks to claim as a domestic support
obligation is not in the nature of child support generally
applicable for the dissolution of a marriage," Judge Glenn said.
Even if the Court was to consider MFGI the natural child of MFGH,
MFGH's obligations to MFGI, if any, would be more akin to a
parent's obligation to pay a child's personal credit card or
bills or mortgage payments, Judge Glenn explained.

Upon review, the Court has found that MFGI has not filed a claim
against MFGH.  Thus, it is unclear how the Court could find that
a nonexistent claim against a debtor could be entitled to
priority status as a "domestic support obligation," Judge Glenn
noted.  If the Court granted the Motion, the claims of MFGI would
be elevated above all claims held by the Chapter 11 Debtors'
creditors solely because MFGI is a subsidiary of MFGH, the
bankruptcy judge said.

Given the Debtors' professionals' efforts to complete a
successful wind-down of the Debtors' estates, "motions such as
this one only slow that process down and increase administrative
expenses to the detriment of all creditors and commodity
customers," Judge Glenn concluded.

A full-text copy of the opinion and order dated March 6, 2012 is
available for free at:

  http://bankrupt.com/misc/MFGlobal_Mar6FurgatchOrder.pdf

                          About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/
-- was one of the world's leading brokers of commodities and
listed derivatives.  MF Global provided access to more than 70
exchanges around the world.  The firm also was one of 22 primary
dealers authorized to trade U.S. government securities with the
Federal Reserve Bank of New York.  MF Global's roots go back
nearly 230 years to a sugar brokerage on the banks of the Thames
River in London.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos.
11-15059 and 11-5058) on Oct. 31, 2011, after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.  It was the largest bankruptcy filing in 2011.

MFGH's subsidiaries MF Global Capital LLC, MF Global FX
Clear LLC and MF Global Market Services, LLC filed for bankruptcy
protection on Dec. 19, 2011.

MF Global Holdings USA Inc., doing business as Farr Whitlock Dixon
& Co. Inc., and Man Group USA Inc., filed a Chapter 11 petition on
March 2, 2012.  Holdings USA provided administrative services to
MF Ltd. and its domestic subsidiaries.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of
MF Global Finance USA Inc.

Louis J. Freeh was named the Chapter 11 Trustee for the bankruptcy
cases of MF Global Holdings Ltd. and its affiliates.  The Trustee
tapped (i) Freeh Sporkin & Sullivan LLP, as investigative counsel;
(ii) FTI Consulting Inc., as restructuring advisors; (iii)
Morrison & Foerster LLP, as bankruptcy counsel; and (iv) Pepper
Hamilton as special counsel; and (h) authorizing the Committee to
retain and employ (i) Dewey & LeBoeuf LLP, as the Committee's
counsel; and (ii) Capstone Advisory Group LLC as financial
advisor.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at Hughes
Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.  Seven directors of MF Global Holdings resigned from their
posts on Nov. 28, 2011.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.

The New York Stock Exchange has removed MFGI securities from
listing.

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


MICHAEL'S STORES: Reports $97 Million Net Income in 4th Quarter
---------------------------------------------------------------
Michaels Stores, Inc., reported net income of $97 million on
$1.40 billion of net sales for the quarter ended Jan. 28, 2012,
compared with net income of $98 million on $1.33 billion of net
sales for the quarter ended Jan. 29, 2011.

The Company reported net income of $176 million on $4.21 billion
of net sales for the year ended Jan. 28, 2012, compared with net
income of $103 million on $4.03 billion of net sales for the year
ended Jan. 29, 2011.

The Company's balance sheet at Jan. 28, 2012, showed $1.82 billion
in total assets, $4.29 billion in total liabilities and a $2.47
billion total stockholders' deficit.

"Both our fourth quarter and fiscal year operating results were
records and exceeded expectations due to stronger sales and
improved margin," said John Menzer, Chief Executive Officer.  "We
believe the improved focus on our customer, both in-store and with
our multi-channel digital marketing efforts, is resonating well
with them.  We are pleased with the increased penetration of our
private label products which has now reached 50% of Michaels
stores non-custom sales."

A copy of the press release is available for free at:

                       http://is.gd/UcKUM6

                      About Michaels Stores

Headquartered in Irving, Texas, Michaels Stores, Inc., is the
largest arts and crafts specialty retailer in North America.  As
of March 9, 2009, the Company operated 1,105 "Michaels" retail
stores in the United States and Canada and 161 Aaron Brothers
Stores.

                          *     *     *

Michaels Stores carries a 'B3' corporate family rating from
Moody's Investors Service.

As reported by the Troubled Company Reporter on Oct. 8, 2010,
Moody's assigned Caa1 rating to Michaels Stores's proposed
$750 million senior unsecured bonds due 2018.  Proceeds from the
note offering will be used to tender for an existing $750 million
series of unsecured notes.  The refinancing, while improving the
maturity profile of the company, has no impact on Michaels'
current capital structure or ratings.

Moody's said Michaels' CFR reflects its significant financial
leverage and weak credit metrics.  It also recognizes Michaels'
leadership position in the highly fragmented arts and crafts
segment, and its high operating margins.  The rating takes into
consideration the company's participation in some segments that
have greater sensitivity to economic conditions, such as its
custom framing business.  Michaels' ratings also reflect its good
liquidity with limited near term debt maturities.


MODERN CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Modern Construction, Inc.
        2120 Blaine St.
        Laredo, TX 78043

Bankruptcy Case No.: 12-50079

Chapter 11 Petition Date: March 16, 2012

Court: United States Bankruptcy Court
       Southern District of Texas (Laredo)

Judge: David R. Jones

Debtor's Counsel: William B. Kingman, Esq.
                  LAW OFFICES OF WILLIAM B. KINGMAN, PC
                  4040 Broadway, Suite 450
                  San Antonio, TX 78209
                  Tel: (210) 829-1199
                  Fax: (210) 821-1114
                  E-mail: bkingman@kingmanlaw.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/txsb12-50079.pdf

The petition was signed by Jose E. Garcia, president.


MONARCH MANAGEMENT: Case Summary & 11 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Monarch Management & Consulting Services LLC
        1451 44th Ave So Unit A
        Grand Forks, ND 58201

Bankruptcy Case No.: 12-30210

Chapter 11 Petition Date: March 16, 2012

Court: United States Bankruptcy Court
       District of North Dakota (Fargo)

Debtor's Counsel: Thomas V. Omdahl, Esq.
                  OMDAHL LAW OFFICE
                  424 DeMers Avenue
                  Grand Forks, ND 58201
                  Tel: (701) 772-8526
                  E-mail: omdahllaw@hotmail.com

Estimated Assets: $0 to $50,000

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/ndb12-30210.pdf

The petition was signed by Thomas Peterson, president.


MONEY TREE: Court Forms Omnibus Committee of Unsecured Creditors
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Alabama
consolidated into an Omnibus Official Committee of Unsecured
Creditors the committees in the bankruptcy case of The Money Tree,
Inc., and The Money Tree of Georgia, Inc.

The members of each of the Committees were appointed as members of
the Omnibus Official Committee of Unsecured Creditors.

On Jan. 27, 2012, the Committees held a joint organizational
meeting and retained Greenberg Traurig, LLP as their counsel.  The
members of the Committees have voted unanimously to request that
the Committees be consolidated into an Omnibus Official Committee
of Unsecured Creditors in these cases.

The Committees relate that the relief will streamline the creditor
committee deliberative processes, reduce administrative expenses
in the case, and lower the administrative burdens on the Court and
other parties in interest in dealing with the Committees.

The Committees believe that the consolidation of the Committees
into an omnibus committee will increase the ability of unsecured
creditors in these cases to speak with a unified, strong voice
while increasing efficiency in these jointly administered cases.

                         About Money Tree

Bainbridge, Georgia-based The Money Tree Inc. --
http://www.moneytreeinc.com/-- operates a network of lending
branches across the Southeast, concentrated in Georgia, Florida
and Alabama.  The Company and four affiliates filed for Chapter 11
bankruptcy (Bankr. M.D. Ala. Case Nos. 11-12254 thru 11-12258) on
Dec. 16, 2011.  The other debtor-affiliates are Small Loans, Inc.,
The Money Tree of Louisiana, Inc., The Money Tree of Florida Inc.,
and The Money Tree of Georgia of Georgia Inc.  Judge William R.
Sawyer oversees the case, replacing Judge Dwight H. Williams, Jr.
Max A. Moseley, Esq., at Baker Donelson Bearman Caldwell & Berkow,
P.C., serves as the Debtors' counsel.  The Debtors hired Warren,
Averett, Kimbrough & Marino, LLC, as restructuring advisors.

Money Tree's consolidated balance sheet reported $34,859,189 in
assets, $92,655,010 in liabilities, and $57,795,821 in total
stockholders' deficit.  The petitions were signed by Biladley D.
Bellville, president.

The Company's subsidiary, Best Buy Autos of Bainbridge Inc., is
not a party to the bankruptcy filing and intends to operate its
business in the ordinary course.


MORRIS TIRE: Case Summary & 17 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Morris Tire Service, Inc
        P.O. Box 128
        Star, NC 27356

Bankruptcy Case No.: 12-10362

Chapter 11 Petition Date: March 16, 2012

Court: United States Bankruptcy Court
       Middle District of North Carolina (Greensboro)

Debtor's Counsel: Brian Hayes, Esq.
                  FERGUSON, SCARBROUGH AND HAYES, PA
                  P.O. Box 444
                  Concord, NC 28026-0444
                  Tel: (704) 788-3211
                  E-mail: bphafd@fspa.net

Scheduled Assets: $281,829

Scheduled Liabilities: $1,797,946

A list of the Company's 17 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ncmb12-10362.pdf

The petition was signed by Tracy Morris, president.


MPG OFFICE: Files 2011 Form 10-K, Incurs $98.2 Million Net Loss
---------------------------------------------------------------
MPG Office Trust, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing net
income of $98.22 million on $334.56 million of total revenue for
the year ended Dec. 31, 2011, compared with a net loss of
$197.93 million on $343.80 million of total revenue during the
prior year.

The Company's balance sheet at Dec. 31, 2011, showed $2.28 billion
in total assets, $3.21 billion in total liabilities, and a
$927.92 million total deficit.

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

                        http://is.gd/tkaIw0

                       About MPG Office Trust

MPG Office Trust, Inc., fka Maguire Properties Inc. --
http://www.mpgoffice.com/-- is the largest owner and operator of
Class A office properties in the Los Angeles central business
district and is primarily focused on owning and operating high-
quality office properties in the Southern California market.  MPG
Office Trust is a full-service real estate company with
substantial in-house expertise and resources in property
management, marketing, leasing, acquisitions, development and
financing.

The Company has been focused on reducing debt, eliminating
repayment and debt service guarantees, extending debt maturities
and disposing of properties with negative cash flow.  The first
phase of the Company's restructuring efforts is substantially
complete and resulted in the resolution of 18 assets, relieving
the Company of approximately $2.0 billion of debt obligations and
potential guaranties of approximately $150 million.


NEVADA CANCER: Can Hire Meade & Roach to Handle CMS and HHS Issue
-------------------------------------------------------------
The Hon. Mike K. Nakagawa of the U.S. Bankruptcy Court for the
District of Nevada granted Nevada Cancer Institute authorization
to employ Meade & Roach, LLP, as the Debtor's special counsel,
nunc pro tunc to Jan. 23, 2012.

As reported by the Troubled Company Reporter on Feb. 17, 2012, the
Debtor engaged M&R prepetition to assist the Debtor in identifying
and reconciling the receipt of certain possible overpayments from
the Center for Medicare and Medicaid Services, and in self-
reporting the results of its inquiry to the Department of Health
and Human Services in July 2011.  The Debtor sought to employ M&R
to continue handling this discrete matter on behalf of the Debtor.

                        About Nevada Cancer

Founded in 2002, Nevada Cancer Institute is a nonprofit cancer
institute committed to advancing the frontiers of knowledge of
cancer and reducing the burden of cancer on the people of Nevada..
It formerly maintained a state-of-the-art outpatient cancer
treatment and research facility in the Summerlin area of Las
Vegas.

Nevada Cancer Institute filed for bankruptcy (Bankr. D. Nev. Case
No. 11-28676) on Dec. 2, 2011, blaming mounting financial
pressures arising from the protracted decline in the economy,
decreases in medical reimbursement rates from managed care payor
entities, increases in operational costs, decreases in the amount
and availability of charitable donations, a reduction in research
funding opportunities and increased competition.  Lisa Madar
signed the petition as secretary.

Chief Bankruptcy Judge Mike K. Nakagawa oversees the case.

At a hearing in January, the bankruptcy judge approved the
Debtor's request to employ, among others, Klee, Tuchin, Bogdanoff
& Stern LLP, as bankruptcy counsel; Lewis and Roca LLP as
reorganization co-counsel; Alvarez & Marsal Healthcare Industry
Group LLC as the Debtor's restructuring advisors.  Kurtzman Carson
Consultants LLC serves as the Debtor's claims and noticing agent.

The judge ruled in January that the appointment of a patient care
ombudsman is not necessary.

Robert J. Feinstein, Esq., Samuel R. Maizel, Esq., and Shirley s.
Cho., at Pachulski Stang Ziehl & Jones LLP, represents the
Official Committee of Unsecured Creditors as counsel.  Lenard E.
Schwartzer, Esq., and Jeanette E. McPherson, Esq., at Schwartzer &
McPherson Law Firm, represents the Committee as local counsel.

Counsel for Bank of America, N.A., as agent for the prepetition
lenders, are Craig A. Barbarosh, Esq., and Karen B. Dine, Esq., at
Pillsbury Winthrop Shaw Pittman LLP.

The Regents of the University of California on behalf of its UC
San Diego Health System, is represented by James W. Kapp, III,
Esq., and Gary B. Gertler, Esq., at McDermott Will & Emery.

The Debtor underwent a significant prepetition operational
restructuring, and, after commencing this case, sold the Flagship
Building to the Regents of the University of California on behalf
of its UC San Diego Health System in a Court-approved sale
pursuant to Bankruptcy Code section 363 that closed on Jan. 31,
2012.

The hearing on confirmation of Nevada Cancer's Chapter 11 plan on
April 23, 2012.


NEVADA CANCER: Gets Nod to Hire HelixIP as Patent Counsel
---------------------------------------------------------
Nevada Cancer Institute Holdings Co., obtained permission from the
Hon. Mike K. Nakagawa of the U.S. Bankruptcy Court for the
District of Nevada to employ HelixIP LLP as special patent
counsel.

As reported by the Troubled Company Reporter on Feb. 15, 2012,
HelixIP will assist in the preservation and potential disposition
of the Debtor's patent applications; and counsel the Debtor
regarding compliance with National Institute of Health reporting
and transfer procedures under the Bayh-Dole Act, which governs
ownership and assignment of inventions developed with government
support.  Anthony J. Patek, and Andrew Kumamoto, are partners who
are expected to render services in connection with the case.

                        About Nevada Cancer

Founded in 2002, Nevada Cancer Institute is a nonprofit cancer
institute committed to advancing the frontiers of knowledge of
cancer and reducing the burden of cancer on the people of Nevada..
It formerly maintained a state-of-the-art outpatient cancer
treatment and research facility in the Summerlin area of Las
Vegas.

Nevada Cancer Institute filed for bankruptcy (Bankr. D. Nev. Case
No. 11-28676) on Dec. 2, 2011, blaming mounting financial
pressures arising from the protracted decline in the economy,
decreases in medical reimbursement rates from managed care payor
entities, increases in operational costs, decreases in the amount
and availability of charitable donations, a reduction in research
funding opportunities and increased competition.  Lisa Madar
signed the petition as secretary.

Chief Bankruptcy Judge Mike K. Nakagawa oversees the case.

At a hearing in January, the bankruptcy judge approved the
Debtor's request to employ, among others, Klee, Tuchin, Bogdanoff
& Stern LLP, as bankruptcy counsel; Lewis and Roca LLP as
reorganization co-counsel; Alvarez & Marsal Healthcare Industry
Group LLC as the Debtor's restructuring advisors.  Kurtzman Carson
Consultants LLC serves as the Debtor's claims and noticing agent.

The judge ruled in January that the appointment of a patient care
ombudsman is not necessary.

Robert J. Feinstein, Esq., Samuel R. Maizel, Esq., and Shirley s.
Cho., at Pachulski Stang Ziehl & Jones LLP, represents the
Official Committee of Unsecured Creditors as counsel.  Lenard E.
Schwartzer, Esq., and Jeanette E. McPherson, Esq., at Schwartzer &
McPherson Law Firm, represents the Committee as local counsel.

Counsel for Bank of America, N.A., as agent for the prepetition
lenders, are Craig A. Barbarosh, Esq., and Karen B. Dine, Esq., at
Pillsbury Winthrop Shaw Pittman LLP.

The Regents of the University of California on behalf of its UC
San Diego Health System, is represented by James W. Kapp, III,
Esq., and Gary B. Gertler, Esq., at McDermott Will & Emery.

The Debtor underwent a significant prepetition operational
restructuring, and, after commencing this case, sold the Flagship
Building to the Regents of the University of California on behalf
of its UC San Diego Health System in a Court-approved sale
pursuant to Bankruptcy Code section 363 that closed on Jan. 31,
2012.

The hearing on confirmation of Nevada Cancer's Chapter 11 plan on
April 23, 2012.


NEXSTAR BROADCASTING: Files Form 10-K, Incurs $11.9MM Net Loss
--------------------------------------------------------------
Nexstar Broadcasting Group, Inc., filed with the U.S. Securities
and Exchange Commission its annual report on Form 10-K disclosing
a net loss of $11.89 million on $306.49 million of net revenue in
2011, a net loss of $1.81 million on $313.35 million of net
revenue in 2010, and a net loss of $12.61 million on
$251.97 million of net revenue in 2009.

The Company's balance sheet at Dec. 31, 2011, showed
$595.03 million in total assets, $778.43 million in total
liabilities, and a $183.40 million total stockholders' deficit.

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

                        http://is.gd/RneMkx

                  About Nexstar Broadcasting Group

Irving, Texas-based Nexstar Broadcasting Group Inc. currently
owns, operates, programs or provides sales and other services to
62 television stations in 34 markets in the states of Illinois,
Indiana, Maryland, Missouri, Montana, Texas, Pennsylvania,
Louisiana, Arkansas, Alabama, New York, Rhode Island, Utah and
Florida.  Nexstar's television station group includes affiliates
of NBC, CBS, ABC, FOX, MyNetworkTV and The CW and reaches
approximately 13 million viewers or approximately 11.5% of all
U.S. television households.

                           *     *     *

As reported by the Troubled Company Reporter on Aug. 30, 2010,
Standard & Poor's Ratings Services raised its corporate credit
rating on Nexstar Broadcasting Group to 'B' from 'B-'.  The rating
outlook is stable.

"The 'B' corporate credit rating reflects S&P's expectation that
Nexstar's core ad revenue will continue growing modestly in 2010
and 2011," said Standard & Poor's credit analyst Deborah Kinzer.
The EBITDA growth resulting from the rebound in core advertising,
combined with political ad revenue from the 2010 midterm
elections, should, in S&P's view, enable Nexstar to reduce its
leverage significantly by the end of the year.


NORTEL NETWORKS: Fails to Throw Out Every Claim by Affiliates
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Nortel Networks Inc. failed in its first effort to
persuade a bankruptcy court throw out every claim filed by the
company's European affiliates.  In a 62-page opinion in process
six months, U.S. Bankruptcy Judge Kevin Gross in Delaware
concluded March 20 that Nortel was entitled to dismissal of 30
claims for breach of fiduciary duty out of 85 claims filed by the
affiliates.  Although 30 claims were dismissed, the European
subsidiaries are seeking the same damages under other theories.
For example, the subsidiaries' claims for recoveries based on
improper transfer pricing were dismissed on the ground of breach
of fiduciary duty, although they were upheld under theories of
civil conspiracy.  The next step is mediation, to be conducted
with Ontario Chief Justice Warren K. Winkler, according to the
report.  The European affiliates with claims at issue were Nortel
Networks U.K. Ltd., Nortel Networks SA and Nortel (Ireland) Ltd.
Nortel Networks U.K. owns all except three of the 19 European
affiliates.

"In this complex and important contest, it is not surprising that
the disputing parties have used every cause of action and defense
imaginable. Adding to the challenge to the Court's decision is the
presence and applicability of foreign law. The excellence and
persuasiveness of the lawyers on both sides is a two-edged sword,
making it both easier and more difficult to decide the Motions,"
Judge Gross said in an opinion available at http://is.gd/2zzZ8i
from Leagle.com.

                         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.

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 has collected almost $9 billion for distribution to
creditors. Of the total, US$4.5 billion came from the sale of
Nortel's patent portfolio to Rockstar Bidco, a consortium
consisting of Apple Inc., EMC Corporation, Telefonaktiebolaget LM
Ericsson, Microsoft Corp., Research In Motion Limited, and Sony
Corporation.  The consortium defeated a $900 million stalking
horse bid by Google Inc. at an auction.  The deal closed in July
2011.

Nortel Networks has 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.

The Office of the United States Trustee for the District of
Delaware has appointed an Official Committee of Unsecured
Creditors in respect of the Debtors, and an ad hoc group of
bondholders has been organized.

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.

The Official Committee of Retired Employees and the Official
Committee of Long-Term Disability Participants tapped Alvarez &
Marsal Healthcare Industry Group as financial advisor.  The
Retiree Committee is represented by McCarter & English LLP as
Delaware counsel, and Togut Segal & Segal serves as the Retiree
Committee.  The Committee retained Alvarez & Marsal Healthcare
Industry Group as financial advisor, and Kurtzman Carson
Consultants LLC as its communications agent.


NORTHCORE TECHNOLOGIES: To Release 2011 Results on March 21
-----------------------------------------------------------
Northcore Technologies Inc. is scheduled to release financial
results for the fourth quarter and fiscal year ended Dec. 31,
2011, on Wednesday, March 21 following the close of the markets.

                          About Northcore

Toronto, Ontario-based Northcore Technologies Inc. (TSX: NTI; OTC
BB: NTLNF) -- http://www.northcore.com/-- provides a Working
Capital Engine(TM) that helps organizations source, manage,
appraise and sell their capital equipment.  Northcore offers its
software solutions and support services to a growing number of
customers in a variety of sectors including financial services,
manufacturing, oil and gas and government.

Northcore owns 50% of GE Asset Manager, LLC, a joint business
venture with GE.  Together, the companies work with leading
organizations around the world to help them liberate more capital
value from their assets.

The Company reported a net loss and comprehensive loss of
C$3.27 million for the nine months ended Sept. 30, 2011, compared
with a net loss and comprehensive loss of C$2.35 million for the
same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
C$1.91 million in total assets, C$1.16 million in total
liabilities, and C$747,000 in total shareholders' equity.

Certain adverse conditions and events cast substantial doubt upon
the ability of the Company to continue as a going concern, the
Company said in the filing.  "The Company has not yet realized
profitable operations and has relied on non-operational sources of
financing to fund operations."


OP REALTY: Case Summary & 14 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: OP Realty Partners, LLC
        4090 Enchanted Oaks Circle
        Kissimmee, FL 34741

Bankruptcy Case No.: 12-03548

Chapter 11 Petition Date: March 19, 2012

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

Debtor's Counsel: Lawrence M. Kosto, Esq.
                  KOSTO & ROTELLA, P.A.
                  P.O. Box 113
                  Orlando, FL 32802
                  Tel: (407) 425-3456
                  Fax: (407) 423-9002
                  E-mail: lkosto@kostoandrotella.com

Scheduled Assets: $7,154,558

Scheduled Liabilities: $34,977,300

The Company's list of its 14 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/flmb12-03548.pdf

The petition was signed by Bennet H. Grutman, managing member.


OXYSURE SYSTEMS: Has Supplier Agreement with W.W. Grainger
----------------------------------------------------------
OxySure Systems, Inc., has entered into a Supplier Agreement with
W.W. Grainger, Inc.

In terms of the Agreement, OxySure will supply its products to
Grainger for sale, marketing and distribution through Grainger's
platforms, which include Grainger's catalog, Grainger Parts,
Grainger Sourcing, Grainger's national branch network, Grainger's
Web sites and other electronic and paper media, as well as the
Grainger sales teams.

Founded in 1927, Grainger is North America's largest broad line
supplier of maintenance, repair and operating (MRO) products, with
2011 sales of $8.1 billion and with expanding global operations.
Grainger serves more than two million active business and
institutional customers in 157 countries, and is a valued and
trusted partner for all their emergency MRO product needs.
Grainger is a Fortune 100 company with 607 branches, 24
distribution centers and 18,500 team members.

"Our relationship with Grainger is a very important and logical
next step as we forge ahead with our growth and expansion plans.
We believe our products are an excellent fit in Grainger's Safety
and Security category, and Grainger provides us an instant
footprint that is formidable in reach and scope," said Julian
Ross, the CEO of OxySure Systems, Inc.

                       About OxySure Systems

Frisco, Tex-based OxySure Systems, Inc., was formed on Jan. 15,
2004, as a Delaware "C" Corporation for the purpose of developing
products with the capability of generating medical grade oxygen
"on demand," without the necessity of storing oxygen in compressed
tanks.  The Company developed a unique technology that generates
medically pure (USP) oxygen from two dry, inert powders.  Other
available chemical oxygen generating technologies contain hazards
that the Company believes make them commercially unviable for
broad-based emergency use by lay rescuers or the general public.

The Company's launch product is the OxySure Model 615 portable
emergency oxygen system.  The Company believes that the OxySure
Model 615 is currently the only product on the market that can be
safely pre-positioned in public and private venues for emergency
administration of medical oxygen by lay persons, without the need
for training.

The Company also reported a net loss of $1.20 million on $120,055
of net revenues for the nine months ended Sept. 30, 2011, compared
with a net loss of $1.29 million on $329,919 of net revenues for
the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $1 million
in total assets, $3.97 million in total liabilities, and a
$2.97 million total stockholders' deficit.

Recoverability of a major portion of the recorded asset amounts
shown in the accompanying Sept. 30, 2011, balance sheet is
dependent upon continued operations of the Company, which in turn
is dependent upon the Company's ability to meet its financing
requirements on a continuing basis, to maintain present financing,
and to generate cash from future operations.  These factors, among
others, raise substantial doubt about the Company's ability to
continue as a going concern.


PINNACLE AIRLINES: Delays Form 10-K Due to Restructuring Efforts
----------------------------------------------------------------
Pinnacle Airlines Corp. had commenced a comprehensive program to
reduce short- and long-term costs and enhance liquidity.  The
Company has determined that it is unable to file its Annual Report
on Form 10-K for its fiscal year ended Dec. 31, 2011, within the
prescribed time period without unreasonable effort and expense due
to the considerable amount of time directed towards these
restructuring efforts.

                    About Pinnacle Airlines Corp.

Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/--
a $1 billion airline holding company with 7,800 employees, is the
parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.;
and Colgan Air, Inc.  Flying as Delta Connection, United Express
and US Airways Express, Pinnacle Airlines Corp. operating
subsidiaries operate 199 regional jets and 80 turboprops on more
than 1,540 daily flights to 188 cities and towns in the United
States, Canada, Mexico and Belize.  Corporate offices are located
in Memphis, Tenn., and hub operations are located at 11 major U.S.
airports.

The Company reported $8.81 million on $938.05 million of total
operating revenue for the nine months ended Sept. 30, 2011,
compared with net income of $17.02 million on $729.13 million of
total operating revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $1.53
billion in total assets, $1.42 billion in total liabilities and
$112.31 million in total stockholders' equity.


PLY GEM HOLDINGS: Incurs $84.5 Million Net Loss in 2011
-------------------------------------------------------
Ply Gem Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $84.50 million on $1.03 billion of net sales for the
year ended Dec. 31, 2011, compared with net income of
$27.66 million on $995.90 million of net sales during the prior
year.

The Company reported a net loss of $15.22 million on $242.37
million of net sales for the three months ended Dec. 31, 2011,
compared with a net loss of $19.63 million on $220.49 million of
net sales for the same period a year ago.

The Company's balance sheet at Dec. 31, 2011, showed $892.91
million in total assets, $1.17 billion in total liabilities and a
$277.32 million total stockholders' deficit.

The Company had $11.70 million in cash as of Dec. 31, 2011.

"Ply Gem's fourth quarter and full year results continue to
reflect the challenging conditions that exist in the housing
market today.  During 2011, Ply Gem's performance improved with
net sales growth of 3.9% compared to 2010 despite single family
housing starts declining approximately 7.9% from 2010.  Ply Gem
continued to demonstrate its ability to grow with existing and new
customers that will further benefit the Company as the housing
market recovers.  Ply Gem also reported an improvement in its
fourth quarter Adjusted EBITDA which improved from $22.1 million
in 2010 to $23.7 million in 2011, an increase of 7.3%," said Gary
E. Robinette, President and CEO of Ply Gem.

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

                        http://is.gd/nD6YG5

                           About Ply Gem

Based in Cary, North Carolina, Ply Gem Holdings Inc. is a
diversified manufacturer of residential and commercial building
products, which are sold primarily in the United States and
Canada, and include a wide variety of products for the residential
and commercial construction, the do-it-yourself and the
professional remodeling and renovation markets.

In May 2010, Standard & Poor's Ratings Services raised its
(unsolicited) corporate credit rating on Ply Gem to 'B-' from
'CCC+'.  "The ratings upgrade reflects our expectation that the
company's credit measures are likely to improve modestly over the
next several quarters to levels that we would consider more in
line with the 'B-' corporate credit rating," said Standard &
Poor's credit analyst Tobias Crabtree.

SGS International carries a 'B1' corporate family rating from
Moody's Investors Service.


QUANTUM FUEL: Has $14.6 Million Underwritten Public Offering
------------------------------------------------------------
Quantum Fuel Systems Technologies Worldwide, Inc., announced the
pricing of its underwritten public offering with gross proceeds to
the Company expected to be approximately $14.6 million, before
deducting underwriting discounts and commissions and other
estimated offering expenses payable by the Company.  The Offering
is expected to close on or about March 21, 2012, subject to the
satisfaction of customary closing conditions; provided, however,
that a portion of the Offering may close on or about March 20,
2012.

The Company anticipates using the net proceeds from the Offering
for the repayment of approximately $3.88 million of principal and
accrued interest for certain of the Company's outstanding
indebtedness, and the remainder for working capital and other
general corporate purposes.

The Offering consists of 17,200,000 shares of common stock,
10,320,000 Series B warrants to purchase up to 10,320,000 shares
of common stock, and 17,200,000 Series C warrants to purchase up
to 17,200,000 shares of common stock and up to 8,084,000
additional Series B Warrants, offered at a price to the public of
$0.83 per share of Common Stock, $0.01 per Series B Warrant, and
$0.01 per Series C Warrant.  The initial exercise price of the
Series B Warrants issued in the Offering is $1.02 per share.  The
Series B Warrants will be exercisable by the holders at any time
after the closing date of the Offering and will expire on the
fifth anniversary of the closing date of the Offering.  The
initial exercise price of the Series C Warrants issued in the
Offering is $0.85 per share and 0.47 of a Series B Warrant.  The
Series C Warrants will be exercisable by the holders at any time
after the closing date of the Offering and will expire on the 60th
business day after the closing date of the Offering.

Pursuant to the terms of an underwriting agreement entered into by
the underwriters and the Company, the underwriters also notified
the Company of their decision to exercise their option to purchase
an additional 1,548,000 Series B Warrants and 2,580,000 Series C
Warrants, which will be delivered at the close of the offering on
March 21, 2012.  The purchase price for each of those warrants is
$0.01 per warrant, and will result in additional gross proceeds to
the Company of approximately $41,000, before deducting
underwriting discounts and commissions.  The underwriters also
have the option to purchase an additional 2,580,000 shares of
common stock at a purchase price of $0.83 per share for an
additional 30 days from the closing of the offering.

Roth Capital Partners, LLC, is acting as sole book-running manager
for the Offering, and Merriman Capital, Inc., is acting as co-
manager for the Offering.

The securities are being offered by the Company pursuant to a
shelf registration statement on Form S-3 (Registration No. 333-
176772), including a base prospectus dated Sept. 29, 2011,
previously filed with and declared effective by the Securities and
Exchange Commission.  A preliminary prospectus supplement related
to the offering has been filed with the SEC and is available on
the SEC's Web site located at http://www.sec.gov. Copies of the
final prospectus supplement and the accompanying base prospectus
relating to this Offering, when available, may be obtained from
Roth Capital Partners, L.L.C., at 888 San Clemente Drive, Newport
Beach, CA 92660, or by telephone at (949) 720-7194, or by e-mail
at rothecm@roth.com.

                         About Quantum Fuel

Based in Irvine, California, Quantum Fuel Systems Technologies
Worldwide, Inc., is a fully integrated alternative energy company
and considers itself a leader in the development and production of
advanced clean propulsion systems and renewable energy generation
systems and services.

Quantum Fuel and its senior lender, WB QT, LLC, entered into a
Ninth Amendment to Credit Agreement and a Forbearance Agreement on
Jan. 3, 2011.  The Senior Lender agreed to provide the Company
with a $5.0 million non-revolving line of credit, which may be
drawn upon at any time prior to April 30, 2011.  Advances under
the New Line of Credit do not bear interest -- unless an event of
default occurs, in which case the interest rate would be 10% per
annum -- and mature on April 30, 2011.  The Senior Lender also
agreed to forbear from accelerating the maturity date for any
portion of the Senior Debt Amount and from exercising any of its
rights and remedies with respect to the Senior Debt Amount until
April 30, 2011.

The Company reported a net loss attributable to stockholders of
$11.03 million on $20.27 million of total revenue for the year
ended Apri1 30, 2011, compared with a net loss attributable to
stockholders of $46.29 million on $9.60 million of total revenue
during the prior year.

Quantum Fuel reported a net loss attributable to stockholders of
$38.49 million on $24.47 million of total revenue for the eight
months ended Dec. 31, 2011, compared with a net loss attributable
to stockholders of $6.52 million on $10.51 million of total
revenue for the same period a year ago.

The Company's balance sheet at July 31, 2011, showed
$74.15 million in total assets, $31.62 million in total
liabilities, and $42.53 million total stockholders' equity.

Ernst & Young LLP, in Orange County, California, noted that
Quantum Fuel's recurring losses and negative cash flows combined
with the Company's existing sources of liquidity and other
conditions raise substantial doubt about the Company's ability to
continue as a going concern.

                       Possible Bankruptcy

The Company anticipates that it will need to raise a significant
amount of debt or equity capital in the near future in order to
repay certain obligations owed to the Company's senior secured
lender when they mature.  As of June 15, 2011, the total amount
owing to the Company's senior secured lender was approximately
$15.5 million, which includes approximately $12.5 million of
principal and interest due under three convertible promissory
notes that are scheduled to mature on Aug. 31, 2011, and a $3.0
million term note that is potentially payable in cash upon demand
beginning on Aug. 1, 2011, if the Company's stock is below $10.00
at the time demand for payment is made.  If the Company is unable
to raise sufficient capital to repay these obligations at maturity
and the Company is otherwise unable to extend the maturity dates
or refinance these obligations, the Company would be in default.
The Company said it cannot provide any assurances that it will be
able to raise the necessary amount of capital to repay these
obligations or that it will be able to extend the maturity dates
or otherwise refinance these obligations.  Upon a default, the
Company's senior secured lender would have the right to exercise
its rights and remedies to collect, which would include
foreclosing on the Company's assets.  Accordingly, a default would
have a material adverse effect on the Company's business and, if
the Company's senior secured lender exercises its rights and
remedies, the Company would likely be forced to seek bankruptcy
protection.


REAL ESTATE ASSOC: Has No Investment Remaining in Birch Manor
-------------------------------------------------------------
Real Estate Associates Limited VII holds a 99.55% limited
partnership interest in Birch Manor Apartments Phase I Ltd.

On March 9, 2012, Birch Manor I sold its investment property to
The Orlean Company in exchange for (i) full satisfaction of the
non-recourse note payable due to an affiliate of the Purchaser and
(ii) the sum of one dollar.  Real Estate Associates did not
receive any proceeds from the sale.  Real Estate Associates had no
investment balance remaining in Birch Manor I as of Sept. 30,
2011.

                   About Real Estate Associates

Real Estate Associates Limited VII is a limited partnership which
was formed under the laws of the State of California on May 24,
1983.  On February 1, 1984, the Partnership offered 2,600 units
consisting of 5,200 limited partnership interests and warrants to
purchase a maximum of 10,400 additional limited partnership
interests through a public offering managed by E.F. Hutton Inc.
The Partnership received $39,000,000 in subscriptions for units of
limited partnership interests (at $5,000 per unit) during the
period from March 7, 1984 to June 11, 1985.

The Partnership will be dissolved only upon the expiration of 50
complete calendar years -- December 31, 2033 -- from the date of
the formation of the Partnership or the occurrence of various
other events as specified in the Partnership agreement.  The
principal business of the Partnership is to invest, directly or
indirectly, in other limited partnerships which own or lease and
operate Federal, state and local government-assisted housing
projects.

The general partners of the Partnership are National Partnership
Investments Corp., a California Corporation, and National
Partnership Investments Associates II.  The business of the
Partnership is conducted primarily by NAPICO, a subsidiary of
Apartment Investment and Management Company, a publicly traded
real estate investment trust.

The Partnership holds limited partnership interests in 11 local
limited partnerships as of both March 31, 2010, and December 31,
2009.  The Partnership also holds a general partner interest in
Real Estate Associates IV, which, in turn, holds limited
partnership interests in nine additional Local Limited
Partnerships; therefore, the Partnership holds interests, either
directly or indirectly through REA IV, in twenty (20) Local
Limited Partnerships.  The general partner of REA IV is NAPICO.
The Local Limited Partnerships own residential low income rental
projects consisting of 1,387 apartment units at both March 31,
2010, and December 31, 2009.  The mortgage loans of these projects
are payable to or insured by various governmental agencies.

The Company also reported a net loss of $645,000 on $0 of revenue
for the nine months ended Sept. 30, 2011, compared with net income
of $457,000 on $0 of revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $1.30
million in total assets, $21.22 million in total liabilities and a
$19.92 million total partners' deficit.


RLD INC: Wants to Hire Mikel Bryan as Special Counsel
-----------------------------------------------------
RLD, Inc., seeks permission from the Bankruptcy Court to employ
Mikel Bryan as special counsel to assist it in general business
and real estate matters, unlawful detainers, lease negotiations &
enforcement, and contract preparation.

The hourly rate of Mr. Bryan is $300.

Mr. Bryan and Mikel D. Bryan, P.C., hold an unsecured claim in the
estate for prepetition attorney's fees and costs, and the Mikel D.
Bryan, a Professional Corporation 401(k) Profit Sharing Plan holds
a secured claim against the estate, but none have any connection
with the creditors, or any other parties-in-interest.

                           About RLD Inc.

RLD, Inc., based in Santa Rosa, California, filed for Chapter 11
bankruptcy (Bankr. N.D. Calif. Case No. 11-14071) on Nov. 7, 2011.
Judge Alan Jaroslovsky presides over the case.  The Law Offices of
Steven M. Olson -- smo@smolsonlaw.com -- serves as the Debtor's
counsel.  The Debtor disclosed $10,824,405 in assets and
$19,304,145 in liabilities as of the Petition Date.


SAHARA TOWNE: Bank Lender Doesn't Consent to Cash Use
-----------------------------------------------------
U.S. Bank National Association, as Trustee for the Registered
Holders of Bank of America, N.A.-First Union National Bank
Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 200I-3, said it is a secured creditor of
Sahara Towne Square, LLC.  The bank said it does not consent to
any use of funds constituting the Lender's collateral, cash or
otherwise, pursuant to 11 U.S.C. Sections 363(c)(2) and 522(b).

The bank said it bases its non-consent to use of cash collateral
on the ground that it maintains a first priority, properly
perfected lien in, among other things, all proceeds, rents,
royalties, and income from certain real property owned by the
Debtor.

U.S. Bank is represented in the case by:

          Robert R. Kinas, Esq.
          Nishat Baig, Esq.
          Blakeley E. Griffith, Esq.
          SNELL & WILMER L.L.P.
          3883 Howard Hughes Parkway, Suite 1100
          Las Vegas, NV 89169
          Telephone: (702) 784-5200
          Facsimile: (702) 784-5252
          Email: rkinas@swlaw.com
                 nbaig@swlaw.com
                 bgriffith@swlaw.com

Sahara Towne Square, LLC, filed a Chapter 11 petition (Bankr. D.
Nev. Case No. 12-12537) in its hometown in Las Vegas on March 7,
2012.  Sahara Towne, which claims to be a Single Asset Real Estate
under 11 U.S.C. Sec. 101(51B), disclosed $13.79 million in total
assets and $9.59 million in total liabilities in its schedules.

The Debtor says it owns a property located at 2520 & 2650 S.
Maryland Parkway, in Las Vegas, worth $13.27 million in assets.
The property serves as collateral for a $9.58 million debt to U.S.
Bank National Association.

Judge Linda B. Riegle oversees the case.  Zachariah Larson, Esq.,
at Marquis Aurbach Coffing, serves as the Debtor's counsel.  The
petition was signed by Jeff Susa, president of STS Manager, Inc.,
manager.


SAHARA TOWNE: Sec. 341(a) Creditors' Meeting Set for April 19
-------------------------------------------------------------
The United States Trustee in Las Vegas, Nevada, will convene a
meeting of creditors of Sahara Towne Square, LLC, on April 19,
2012, at 1:00 p.m. at 341s - Foley Bldg., Rm 1500.

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

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

The last day to file proofs of claim in the case is July 18, 2012.

                     About Sahara Towne Square

Sahara Towne Square, LLC, filed a Chapter 11 petition (Bankr. D.
Nev. Case No. 12-12537) in its hometown in Las Vegas on March 7,
2012.  Sahara Towne, which claims to be a Single Asset Real Estate
under 11 U.S.C. Sec. 101(51B), disclosed $13.79 million in total
assets and $9.59 million in total liabilities in its schedules.

The Debtor says it owns a property located at 2520 & 2650 S.
Maryland Parkway, in Las Vegas, worth $13.27 million in assets.
The property serves as collateral for a $9.58 million debt to U.S.
Bank National Association.

Judge Linda B. Riegle oversees the case.  Zachariah Larson, Esq.,
at Marquis Aurbach Coffing, serves as the Debtor's counsel.  The
petition was signed by Jeff Susa, president of STS Manager, Inc.,
manager.

U.S. Bank National Association, as Trustee for the Registered
Holders of Bank of America, N.A.-First Union National Bank
Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 200I-3, is represented in the case by Robert
R. Kinas, Esq., Nishat Baig, Esq., and Blakeley E. Griffith, Esq.,
at Snell & Wilmer L.L.P.


SFVA INC: Committee Taps Whiteford Taylor as Attorneys
------------------------------------------------------
The Official Committee of Unsecured Creditors of The State Fair of
Virginia, Inc., seeks bankruptcy court approval to retain
Whiteford, Taylor & Preston L.L.P. as its attorneys.  The firm
will:

   (a) advise the Committee with respect to its powers and duties;

   (b) prepare any necessary applications, motions, pleadings,
       orders, reports and other legal papers, and appear on the
       Committee's behalf in proceedings instituted by, against,
       or involving the Debtor, the Committee or relating to this
       Chapter 11 proceeding;

   (c) assist the Committee in the investigation of the acts,
       liabilities and financial condition of the Debtor, the
       Debtor's assets and business operations, the disposition of
       the Debtor's assets, and any other matters relevant to this
       case and the interests of unsecured creditors;

   (d) assist the Committee in coordinating its efforts to
       maximize distributions to unsecured creditors; and

   (e) perform legal services for the Committee as may be
       necessary or desirable in the interests of the unsecured
       creditors.

WT&P's existing standard hourly rates range from $390 to $610 per
hour for partners, from $290 to $370 per hour for associates and
from $200 to $240 per hour for paralegals.  In light of the nature
of this case, however, WT&P will charge $350 per hour for partners
and $270 per hour for associates.  The Debtor agrees to reimburse
the firm for its reasonable expenses.

To the best of the Committee's knowledge, WT&P is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                          About SFVA Inc.

State Fair of Virginia Inc. -- http://www.statefair.com/-- owns
and operates a state fairgrounds facility known as the "The Meadow
Event Park" located in Doswell, Caroline County, Virginia.  SFVA
filed for Chapter 11 bankruptcy (Bank. E.D. Va. Case No. 11-37588)
on Dec. 1, 2011.  The Debtor estimated assets of $10 million to
$50 million and estimated debts of $50 million to $100 million.
Curry A. Roberts signed the Petition as president.  State Fair
officials said they hope to emerge on a better financial footing
and to do so within 60 days to 90 days.

The Debtor is represented by Jonathan L. Hauser, Esq., at Troutman
Sanders LLP.

The U.S. Trustee for Region 4 appointed five unsecured creditors
to serve on the Official Committee of Unsecured Creditors of State
Fair of Virginia Inc.


SFVA INC: Obtains Final Approval to Use Cash Collateral
-------------------------------------------------------
The Bankruptcy Court approved The State Fair of Virginia, Inc.'s
continued use of cash collateral of ArborOne, ACA.  The Court is
of the opinion that all notice requirements of the Bankruptcy
Code and the Bankruptcy Rules have been satisfied and that the
Debtor's use of Cash Collateral pursuant to the terms of the
Amended and Restated Cash Collateral Order and the First Interim
Cash Collateral Order should be approved on a final basis.

The Debtor's authorization to use Cash Collateral terminated at
5:00 p.m. on March 7, 2012.

The Official Committee of Unsecured Creditors objected to the
entry of a final order deeming the lender's prepetition security
interest in certain assets of the Debtor to be valid, perfected,
enforceable and unavoidable.  The Committee also objected to the
granting of a replacement lien and allowance of a superpriority
claim in favor of the Lender in excess of any postpetition
diminution in the value of the Lender's prepetition collateral.

The Court held that nothing in the Order will affect, diminish, or
impair the ability of the Committee to assert the limited
objections or issues raised in its objection by adversary
proceeding or contested matter, and the entry of the Order will
not have any collateral estoppel or res judicata affect on the
ability of the Committee to assert any such limited objection or
issue raised in the Limited Objection at a later date.

                          About SFVA Inc.

State Fair of Virginia Inc. -- http://www.statefair.com/-- owns
and operates a state fairgrounds facility known as the "The Meadow
Event Park" located in Doswell, Caroline County, Virginia.  SFVA
filed for Chapter 11 bankruptcy (Bank. E.D. Va. Case No. 11-37588)
on Dec. 1, 2011.  The Debtor estimated assets of $10 million to
$50 million and estimated debts of $50 million to $100 million.
Curry A. Roberts signed the Petition as president.  State Fair
officials said they hope to emerge on a better financial footing
and to do so within 60 days to 90 days.

The Debtor is represented by Jonathan L. Hauser, Esq., at Troutman
Sanders LLP.

The U.S. Trustee for Region 4 appointed five unsecured creditors
to serve on the Official Committee of Unsecured Creditors of State
Fair of Virginia Inc.


SOUTHERN FOREST: Files for Chapter 11 in Dothan, Alabama
--------------------------------------------------------
Southern Forest Land, Inc., filed a Chapter 11 petition (Bankr.
M.D. Ala. Case No. 12-10464) on March 20, 2012.

Southern Forest estimated assets and debts of up to $50 million.
It projects that funds will be available for distribution to
unsecured creditors.

Alabama AG Credit has a $12.234 million claim, secured by a first
mortgage on the Debtor's 3,3319.75-acre property in Mexico Beach,
Gulf County, Florida.

According to the docket, incomplete filings are due April 3, 2012.

Collier H. Espy, Jr., Esq., at Espy, Metcalf & Espy, P.C., serves
as counsel to the Debtor.


SOUTHERN FOREST: Case Summary & 8 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Southern Forest Land, Inc.
        P.O. Box 349
        Troy, AL 36081

Bankruptcy Case No.: 12-10464

Chapter 11 Petition Date: March 20, 2012

Court: U.S. Bankruptcy Court
       Middle District of Alabama (Dothan)

Judge: William R. Sawyer

Debtor's Counsel: Collier H. Espy, Jr.
                  ESPY, METCALF & ESPY, P.C.
                  P.O. Drawer 6504
                  326 North Oates Street
                  Dothan, AL 36302-6504
                  Tel: (334) 793-6288
                  E-mail: kc@espymetcalf.com

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

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

The petition was signed by Grable L. Ricks, III, president.

Debtor's List of Its Eight Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
CCB Community Bank                 --                      $76,000
225 East Three Notch Street
Andalusia, AL 36420-3122

Philip A. Bates, Esq.              Legal Services          $37,820
P.O. Box 1390
Pensacola, FL 32591

Clifford W. Sanborn, Esq.          Legal Services          $22,429
Barron Redding Et Al
P.O. Box 2467
Panama City, FL 32402-2467

Burton Green                       --                       $5,000

Greenland Co., Inc.                --                       $2,000

CNH Capital                        --                       $1,000

Sunsouth LLC                       --                       $1,000

Troy Cable Inc.                    --                          $25


SRIM HRIM: Case Summary & 10 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Srim Hrim Enterprises, LLC
          aka Shrim Hrim Enterprises, LLC
          dba Holopaw Mini Mart
        c/o Oscar Rambarran
        2896 Paynes Prairie Circle
        Kissimmee, FL 34743

Bankruptcy Case No.: 12-03603

Chapter 11 Petition Date: March 19, 2012

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

Debtor's Counsel: David R. McFarlin, Esq.
                  WOLFF, HILL, MCFARLIN & HERRON, P.A.
                  1851 West Colonial Drive
                  Orlando, FL 32804
                  Tel: (407)-648-0058
                  Fax: (407) 648-0681
                  E-mail: dmcfarlin@whmh.com

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

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

The Company's list of its 10 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/flmb12-03603.pdf

The petition was signed by Oscar Rambarran, manager.


STRATEGIC AMERICAN: Delays Form 10-Q for Jan. 31 Quarter
--------------------------------------------------------
Management was unable to obtain certain of the business
information necessary to complete the preparation of Strategic
American Oil Corporation's Form 10-Q for the period ended Jan. 31,
2012, and the review of the report by the Company's auditors in
time for filing.  Such information is required in order to prepare
a complete filing.  As a result of this delay the Company is
unable to file its quarterly report on Form 10-Q within the
prescribed time period without unreasonable effort or expense.
The Company expects to file within the extension period.

                      About Strategic American

Corpus Christi, Tex.-based Strategic American Oil Corporation (OTC
BB: SGCA) -- http://www.strategicamericanoil.com/-- is a growth
stage oil and natural gas exploration and production company with
operations in Texas, Louisiana, and Illinois.  The Company's team
of geologists, engineers, and executives leverage 3D seismic data
and other proven exploration and production technologies to locate
and produce oil and natural gas in new and underexplored areas.
Strategic American a net loss of $10.28 million on $3.41 million
of revenue for the year ended July 31, 2011, compared with a net
loss of $3.49 million on $531,736 of revenue for the same period
during the prior year.

The Company's balance sheet at Oct. 31, 2011, showed
$24.79 million in total assets, $12.03 million in total
liabilities, and $12.75 million in total stockholders' equity.

MaloneBailey, LLP, in Houston, Texas, the Company's auditors, did
not include a "going concern" qualification in its report on the
Company's financial statements.

As reported by the TCR on March 25, 2011, MaloneBailey expressed
substantial doubt about Strategic American Oil's ability to
continue as a going concern following the Company's results for
the fiscal year ended July 31, 2010.  The independent auditors
noted that the Company has suffered losses from operations and has
a working capital deficit.


STYRON CORP: Bank Debt Trades at 11% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which Styron Corp. is a
borrower traded in the secondary market at 88.73 cents-on-the-
dollar during the week ended Friday, March 16, 2012, a drop of
0.94 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 450 basis points above LIBOR to borrow
under the facility.  The bank loan matures on June 27, 2017, and
carries Moody's B1 rating and Standard & Poor's B+ rating.  The
loan is one of the biggest gainers and losers among 191 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                      About Styron Corp.

Styron Corp. is the world's largest producer of styrene butadiene
(SB) latex and polystyrene, the largest European producer of
synthetic rubber, and a leading producer of polycarbonate resins
and blends.  Styron had revenues of roughly $4.9 billion for the
LTM ending Sept. 30, 2010.

As reported by the Troubled Company Reporter on Jan. 27, 2011,
Standard & Poor's Ratings affirmed S&P's 'B+' corporate credit
rating on Styron S.a.r.l.  The outlook is stable.  The ratings
reflect Styron's aggressive financial profile and weak business
profile as a leading, but commodity-oriented, producer of
petrochemical products.

The TCR, on Jan. 25, 2011, reported that Moody's raised the
Corporate Family Rating of Styron Corp. to B1 from B2.  Styron's
B1 CFR reflects its narrow portfolio of quasi-commodity and
commodity products, substantial exposure to volatile feedstock
prices, its limited history as an independent company and a
limited amount of cash equity subsequent to the cash dividend.


T3 MOTION: In Search of New Chief Executive Officer
---------------------------------------------------
Ki Nam, Chairman and chief executive officer of T3 Motion, Inc.,
sent a letter to shareholders regarding a possible change in the
Company's management structure.  According to Mr. Nam, the Company
has hired a search firm to bring in a seasoned professional who
can assume the role of CEO.  Once his successor is named, Mr. Nam
will take on the role of Chief Technology Officer.  Mr. Nam will
remain Chairman of the Company's Board of Directors.

A copy of the letter is available for free at http://is.gd/rlSrUf

                          About T3 Motion

Costa Mesa, Calif.-based T3 Motion, Inc., develops and
manufactures T3 Series vehicles, which are electric three-wheel
stand-up vehicles that are directly targeted to the public safety
and private security markets.

The Company has incurred significant operating losses and has used
substantial amounts of working capital in its operations since its
inception.  The Company has an accumulated deficit of $50.7
million as of June 30, 2011, and has a net loss of $1.3 million
and used cash in operations of $3.9 million for the six months
ended June 30, 2011.  These factors raise substantial doubt about
the Company's ability to continue as a going concern.

The Company reported a net loss of $8.32 million on $4.68 million
of net revenues for the year ended Dec. 31, 2010, compared with a
net loss of $6.70 million on $4.64 million of net revenues during
the prior year.

The Company also reported a net loss of $2.51 million on
$4.21 million of net revenues for the nine months ended Sept. 30,
2011, compared with a net loss of $4.39 million on $3.62 million
of net revenues for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $8.10
million in total assets, $3.08 million in total liabilities and
$5.01 million in total stockholders' equity.


TASC INC: Moody's Lowers Corporate Family Rating to 'B2'
--------------------------------------------------------
Moody's Investors Service has lowered the corporate family rating
of TASC, Inc. to B2 from B1 as revenues and earnings fail to reach
expected levels and will likely remain pressured by the U.S.
Department of Defense's tightening management of service
contractor outlays. Concurrently, TASC's bank debt rating has been
lowered two notches, to B1 from Ba2. The bank debt rating
downgrade reflects the one notch CFR downgrade and debt structure
change from the company's plan to expand its existing term loan--
to $625 million from $560 million. The additional first lien
borrowing will fund a $65 million subordinated loan prepayment,
thereby diminishing the proportion of loss-absorbing junior debt
that would be available to help first lien recovery prospects in a
stress scenario. The rating outlook was changed to stable from
negative.

Ratings are:

Corporate family to B2 from B1

Probability of default to B2 from B1

$100 million first lien revolver due 2014 to B1 LGD3, 33% from Ba2
LGD2, 29%

$575 million first lien term loan due 2015 to B1 LGD3, 33% from
Ba2 LGD2, 29%

$65 million add-on first lien term loan due 2015 assigned at B1
LGD3, 33% from Ba2 LGD2, 29%

Rating outlook, Stable

RATINGS RATIONALE

The CFR downgrade reflects Moody's expectation of low revenue
growth and softening EBITDA margin across 2012-2013. Pressures
from U.S. fiscal austerity are mounting in the defense services
contracting space and those forces will likely limit the degree of
TASC's credit metric gains ahead. When TASC's initial CFR of B1
was assigned upon the late 2009 leveraged buy-out, meaningfully
better revenue growth and a more robust margin level was
anticipated -- which was expected to drive a more rapid
improvement in credit ratios -- than now seems achievable. The B2
rating reflects the company's strong track record as a prime
contractor providing system design/integration services across the
U.S. intelligence and defense community, against slim interest
coverage and high financial leverage. Moody's expects debt to
EBITDA in the mid 5x range for 2012, down from about 6x for 2011,
on par with the B2 rating. The B2 also anticipates that beyond
2012, as more of the company's contracts get recompeted/repriced
in the less favorable services bidding environment taking hold,
TASC's largely variable cost structure, low capital intensity and
low cash tax exposure should permit gradual credit metric gains.

The rating outlook is stable because, although 2012-2013 earnings
could decline with margin pressure, Moody's does not expect a
steep earnings decline. The backlog offers near-term revenue
visibility and Moody's believes that the company's strong
reputation should benefit its ability to effectively compete in
the more demanding services procurement environment. Interest
coverage will benefit from the planned prepayment of high coupon
subordinated debt while a good liquidity position supports
financial flexibility.

Upward rating momentum would depend on expectation of revenue
growth in the single digit percentage range, debt to EBITDA at or
below 4x and free cash flow to debt of 10% or higher. Downward
rating pressure would depend on expectation of rising, rather than
declining, leverage ratios and/or a weakening liquidity profile.

The principal methodology used in rating TASC, Inc. was the Global
Aerospace and Defense Industry Methodology published in June 2010.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

TASC, Inc. provides advanced systems engineering and technical
assistance services to U.S. Government intelligence agencies,
Department of Defense and various civil agencies. The existing
company is a former unit of Northrop Grumman Corporation's
advisory services segment and was acquired for $1.65 billion in a
leveraged transaction by affiliates of General Atlantic and
Kohlberg Kravis Roberts in late 2009. Estimated revenues in 2011
were $1.6 billion.


TAXMASTERS INC: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: TaxMasters, Inc.
        dba Texas TaxMasters
        dba TaxMasters
        900 Town & Country Lane
        Suite 400
        Houston, TX 77024

Bankruptcy Case No.: 12-32065

Chapter 11 Petition Date: March 18, 2012

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: David R. Jones

Debtor's Counsel: Johnie J. Patterson, Esq.
                  WALKER & PATTERSON, P.C.
                  P.O. Box 61301
                  Houston, TX 77208-1301
                  Tel: (713) 956-5577
                  Fax: (713) 956-5570
                  E-mail: jjp@walkerandpatterson.com

Estimated Assets: $0 to $50,000

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

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

The petition was signed by Patrick Cox, president.


THUMB OILSEED: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Thumb Oilseed Producers Cooperative, Inc.
        2145 Leppek Road
        Ubly, MI 48475

Bankruptcy Case No.: 12-20914

Chapter 11 Petition Date: March 19, 2012

Court: U.S. Bankruptcy Court
       Eastern District of Michigan (Bay City)

Judge: Daniel S. Opperman

Debtor's Counsel: Rozanne M. Giunta, Esq.
                  LAMBERT, LESER, ISACKSON, COOK & GIUNTA, P.C.
                  916 Washington Avenue, Suite 309
                  Bay City, MI 48708
                  Tel: (989) 893-3518
                  Fax: (989)894-2232
                  E-mail: rmgiunta@lambertleser.com

Estimated Assets: $0 to $50,000

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

The Company's list of its 20 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/mieb12-20914.pdf

The petition was signed by John Knoerr, chairman of the board.


TRIAD GUARANTY: Incurs $107.77 Million Net Loss in 2011
-------------------------------------------------------
Triad Guaranty Inc. filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$107.77 million on $207.38 million of revenue for the year ended
Dec. 31, 2011, compared with net income of $132.09 million
$254.73 million of revenue during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed $896.22
million in total assets, $1.59 billion in total liabilities and a
$703.57 million deficit in assets.

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

                        http://is.gd/o2glDf

                         Bankruptcy Warning

A deficit in assets occurs when recorded liabilities exceed
recorded assets in financial statements prepared under GAAP.  A
deficiency in policyholders' surplus occurs when recorded
liabilities exceed recorded assets in financial statements
prepared under SAP.  A deficit in assets at any particular point
in time under GAAP is not necessarily a measure of current
insolvency or future insolvency.  However, the Company believes
that if Triad were to report a deficiency in policyholders'
surplus under SAP for an extended period of time, Illinois law may
require the Department to seek receivership of Triad, which could
compel TGI to institute a proceeding seeking relief from creditors
under U.S. bankruptcy laws, or otherwise consider dissolution of
the Company.  The second Corrective Order was designed in part to
help Triad maintain its policyholders' surplus.

                           Going Concern

In its report on the Company's 2011 financial results, Ernst &
Young LLP, in Atlanta, Georgia, expressed substantial doubt about
Triad Guaranty Inc.'s ability to continue as a going concern.  The
independent auditors noted that the Company is operating the
business in run-off under Corrective Orders with the Illinois
Department of Insurance and has reported a stockholders'
deficiency in assets at Dec. 31, 2011.

                       About Triad Guaranty

Winston-Salem, N.C-based Triad Guaranty Inc. (OTC BB: TGIC)
-- http://www.triadguaranty.com/-- is a holding company that
historically provided private mortgage insurance coverage in the
United States through its wholly-owned subsidiary, Triad Guaranty
Insurance Corporation.  TGIC is a nationwide mortgage insurer
pursuing a run-off of its existing in-force book of business.


TRIBUNE CO: Supplemental Disclosures Hearing Reset to March 30
--------------------------------------------------------------
Tribune Company and its debtor-affiliates; the Official Committee
of Unsecured Creditors; Oaktree Capital Management, L.P.; Angelo,
Gordon & Co., L.P.; and JPMorgan Chase Bank, N.A., submitted to
the Bankruptcy Court on March 16, 2012, a Third Amended Joint Plan
of Reorganization, as modified, and accompanying supplemental
disclosure document.

The Third Amended Plan eliminates the Creditors' Trust, which was
included in previous plans, and updates the Debtors' valuation and
financial projections.

Judge Kevin Carey rescheduled from March 23 to March 30, 2012, the
hearing to consider approval of solicitation procedures and the
Supplemental Disclosure Document.

A status conference will be held today, March 22, 2012, at 2:30
p.m., with respect to the Solicitation Disclosure Document.

Tribune Chief Restructuring Officer Donald J. Liebentritt relates
that, in response to the objections of certain creditors and
because it no longer appears to serve its original purpose, the
DCL Plan Proponents agreed to eliminate the Creditors' Trust.  As
a result, on the effective date of the Plan, all Holders of
Senior Loan Claims, Bridge Loan Claims, Senior Noteholder Claims,
Other Parent Claims, EGI-TRB LLC Notes Claims, and PHONES Notes
Claims will retain any Disclaimed State Law Avoidance Claims that
they may have under applicable law.

The Creditors' Trust was originally conceived to provide a
mechanism for pursuit of Disclaimed State Law Avoidance Claims
after the Effective Date (via a trust to benefit individual
creditors who voluntarily contributed their claims).  After the
expiration on December 8, 2010 of the Bankruptcy Code's statute
of limitations for an estate representative to commence Chapter 5
avoidance actions, on April 25, 2011, the Bankruptcy Court
entered an order ruling that individual creditors had regained
the right, if any, to prosecute Disclaimed State Law Avoidance
Claims.  On May 4, 2011, the Committee disseminated a notice to
all of the Debtors' creditors informing them that individual
creditors could pursue Disclaimed State Law Avoidance Claims and
that the statute of limitations may expire as early as June 4,
2011.

Mr. Liebentritt says the term "Allocation Disputes" will not
include any disputes regarding the allocation of distributions
from the Creditors' Trust.  Likewise, the term Allocation
Disputes does not include the PHONES/Settlement Dispute.  During
the Allocation Dispute hearing on March 5, 2012, counsel for
Wilmington Trust Company acknowledged that the Indenture Trustee
is no longer prosecuting the PHONES/Settlement Dispute in
connection with the Allocation Dispute hearings before the Court,
but is instead reserving its rights with respect to, among other
things, the PHONES/Settlement Dispute.

Mr. Liebentritt says the cumulative effect of the adjudication of
all Allocation Disputes could potentially result in these
adjustments to the estimated initial recoveries of the Holders of
Senior Noteholder Claims, Other Parent Claims, EGI-TRB LLC Notes
Claims, and PHONES Notes Claims:

* the estimated recovery percentage of the Holders of Senior
  Noteholder Claims could potentially be adjusted from 33.6%
  under the Second Amended Plan to an estimated range of 29.8%
  to 36.4% under the Third Amended Plan;

* the estimated recovery percentage of the Holders of Other
  Parent Claims could potentially be adjusted from 36.0% under
  the Second Amended Plan to an estimated range of 21.9% to
  36.0% under the Third Amended Plan;

* the estimated recovery percentage of the Holders of PHONES
  Notes Claims would remain approximately the same (i.e., no
  recovery); and

* the estimated recovery percentage of the Holders of EGI-TRB
  LLC Notes Claims could potentially be adjusted from 0.0% under
  the Second Amended Plan to an estimated range of 0.0% to 26.7%
  under the Third Amended Plan.

The Debtors prepared a chart comparing distributions that would
have been received under the Second Amended Plan with results that
may occur under the Third Amended Plan in the event the Bankruptcy
Court was to determine that only the Step Two Disgorgement
Settlement consideration is not subject to the EGI-TRB
Subordination Provisions (Scenario One):

            PHONES EGI-TRB Subordination Provisions -
           Step Two Disgorgement Settlement Proceeds:

                         Second Amended     Scenario
  Class                      Plan              One
  -----                  --------------     --------
Senior Noteholder Claims     33.6%            32.9%
Other Parent Claims          36.0%            35.3%
PHONES Notes Claims           0.0%             0.0%
EGI-TRB LLC Notes Claims      0.0%             4.7%

The Debtors also prepared a chart showing how $30.8 million (if
Low PHONES) or $37.5 million (if High PHONES) would be distributed
if the Court determined that (i) all of the Other Parent Claims
are entitled to receive the benefit of the PHONES Subordination
Provisions and the EGI-TRB Subordination Provisions and (ii) none
of the Other Parent Claims are entitled to receive the benefit of
the PHONES Subordination Provisions or the EGI-TRB Subordination
Provisions (if Low PHONES or High PHONES):

                                                Only Senior
                                                Noteholders
                                                Benefit
                                   Third     ------------------
                                   Amended   Low         High
                                   Plan      PHONES      PHONES
(in thousands)                    -------   ------      ------
Allowed Amount of PHONES Notes
Claims                                N/A  $760,697 $1,185,373
Senior Noteholder Claims          $431,041  $461,013   $467,648
Other Parent Claims - Retirees     $37,843   $25,612    $22,981
Other Parent Claims - Trade & Other $3,169    $2,145     $1,925
Other Parent Claims - Swap Claim   $54,403   $36,820    $33,037

If the Court determined that (a) the aggregate Allowed amount of
the PHONES Notes on the Petition Date was $1.185 billion as
opposed to $761 million and (b) none of the Other Parent Claims
constitute "Indebtedness" and "Senior Indebtedness," the
recoveries provided under the Second Amended Plan to the creditors
would potentially be adjusted pursuant to the Allocation Dispute
Protocol:

* projected distributions to the Holders of Senior Noteholder
  Claims would increase from approximately 33.6% to
  approximately 35.4% (Low PHONES) or approximately 36.0%
  (High PHONES);

* projected distributions to the Holders of Other Parent Claims
  would decrease from approximately 36.0% to approximately 27.1%
  (Low PHONES) or approximately 24.3% (High PHONES);

* projected distributions to the Holders of PHONES Notes Claims
  would remain approximately the same (i.e., no recovery); and

* projected distributions to the Holders of EGI-TRB LLC Notes
  Claims would remain approximately the same (i.e., no
  recovery).

If (a) the Court determined that (i) none of the Other Parent
Claims constitute (x) "Indebtedness" or "Senior Indebtedness" or
(y) "Senior Obligations" and (ii) the PHONES are Allowed in the
amount of $1,183,833,767 (plus interest that accrued prior to the
Petition Date); and (b) the Litigation Trust was to recover gross
proceeds ranging between $0 and $750 million, then the Holders of
Senior Noteholder Claims and Other Parent Claims would receive
these distributions under the Third Amended Plan:

                                Litigation Trust % Recovery
                                 ---------------------------
                           $0   $250-Mil.  $500-Mil.  $750-Mil.
                          ----- ---------  ---------  ---------
Senior Noteholder Claims   36.4%    50.0%     62.1%       74.3%
Swap Claim                 21.9%    21.9%     21.9%       21.9%
Retiree Claims             19.4%    25.9%     31.6%       37.4%
General Unsecured Trade
Claims                    19.4%    25.9%     31.6%       37.4%

A full-text copy of the Subordination Allocation Appendix and
Recovery Chart is available for free at:

                      http://is.gd/m4YUpy

                 Updated Reorganized Value and
                    Financial Projections

As of Feb. 16, 2012, the Reorganized Debtors' Distributable Value
is estimated at a range of $6.917 billion to $7.826 billion with
an approximate mid-point of $7.372 billion.  The overall increase
in value from the Court-approved valuation of $7.019 billion is
principally attributable to the Debtors' continuing accrual of
Distributable Cash.

Assuming a DEV as of the effective date of the Plan of $7.492
billion (comprised of Total Distributable Value of $7.372 billion
and $120 million of Step Two Disgorgement Settlement proceeds)
rather than $6.870 billion, the value of the Strip option for
holders of Senior Noteholder Claims would exceed the value of the
cash distribution option.  At this DEV, holders of Senior
Noteholder Claims who elect to receive a Strip would receive
their pro rata share of consideration valued at $470.1 million in
the aggregate (6.27425% of DEV), whereas those electing cash
would receive their pro rata share of $431 million of cash (a
fixed amount that does not vary with DEV).

As a result, the estimated recovery percentage of holders of
Senior Noteholder Claims that receive a Strip would be
approximately 3 percentage points higher than the recovery
percentage of those who elected cash, and the estimated recovery
percentage for holders of Other Parent Claims who elect to
receive a Strip would be approximately 3.3 percentage points
higher than the recovery percentage of those who elect cash.

The value of the Debtors' publishing business has declined by
approximately $300 million; the value of the Debtors'
broadcasting business has increased by approximately $350
million; and the value of the Debtors' Other Assets, comprised
principally of the Debtors' minority equity investments, has
increased by approximately $38 million on an aggregate basis.

The Debtors also updated their financial projections to reflect:

                 Tribune Company and Subsidiaries
              Consolidated Statements of Operations and
                   Projected Statements of Operations
                        (in millions)

                             Projected - Year Ended
                       Dec. 30,     Dec. 29,      Dec. 28,
                         2012         2013          2014
                       --------     --------      --------
Total Revenues           $3,099       $3,019        $2,990
                       --------     --------      --------

Total Cash Operating
Expenses                 $2,582       $2,536        $2,495
                       --------     --------      --------

Total Operating Cash       $517         $484          $495
Flow                   ========     ========      ========

Copies of the Reorganized Value update and financial projections
are available for free at:

  http://bankrupt.com/misc/Tribune_Mar16ValuationRpt.pdf
  http://bankrupt.com/misc/Tribune_Mar16FinclProjctns.pdf

The other modifications to the Third Amended Plan are:

A. The Holders of Senior Loan Claims and Bridge Loan Claims will
   not be entitled to turnover of any of the DCL Plan Settlement
   consideration or distributions from the Litigation Trust
   allocated to Holders of PHONES Notes Claims and EGI-TRB Notes
   Claims on account of the contractual subordination of the
   PHONES Notes and EGI-TRB Notes.

B. The Third Amended Plan incorporates the Second Amended Plan's
   provision for the payment of certain fees and expenses of the
   Senior Lenders, the Bridge Lenders and members of the
   Creditors' Committee.   The current estimate of the aggregate
   Professionals' Fees and Expenses that would be paid pursuant
   to the Third Amended Plan assuming an Effective Date of June
   30, 2012, is approximately $72.3 million.  Payment of the
   Professionals' Fees and Expenses is a key component of the DCL
   Plan Settlement embodied in the Third Amended Plan.

C. The Third Amended Plan has been modified to clarify that the
   PHONES Notes Indenture will continue in effect to the extent
   necessary to allow the Holders of PHONES Notes to assert
   any subrogation rights that such Holders may have under
   Section 14.06 of the PHONES Notes Indenture.

D. The Third Amended Plan has been modified to provide that, if
   any applicable Indenture Trustee timely asserts a Claim for
   fees, costs, or expenses in the Chapter 11 Cases and such
   Claim becomes an Allowed Claim, such Allowed Claim will
   receive the treatment specified for the applicable Class of
   Claims pursuant to the Third Amended Plan.

E. The Third Amended Plan also narrows the scope of the parties
   so released to exclude the Debtors' Related Persons (e.g. the
   Debtors' current and former officers, directors, employees,
   advisors, and professionals, among others), Current Employees,
   and 401(k) Shareholders.

The DCL Plan Proponents also filed a Supplemental Disclosure
Document on March 7, 2012, which contains provisions regarding
the updated Distributable Enterprise Value.

Clean and black-lined copies of the Plan dated March 16, 2012, are
available for free at:

  http://bankrupt.com/misc/Tribune_Mar16Plan.pdf
  http://bankrupt.com/misc/Tribune_Mar16Plan_blacklined.pdf

Clean and black-lined copies of the Supplemental Disclosure
Document dated March 7 and 16, 2012, are available for free at:

  http://bankrupt.com/misc/Tribune_Mar16SDD.pdf
  http://bankrupt.com/misc/Tribune_Mar16SDD_blacklined.pdf
  http://bankrupt.com/misc/Tribune_Mar7SuppDiscDoc.pdf
  http://bankrupt.com/misc/Tribune_Mar7SuppDiscDoc_blacklined.pdf

            Supplemental Disclosure Document Contains
              Adequate Information under Sec. 1125

The DCL Plan Proponents believe that the Third Amended Plan -- to
which the Supplemental Disclosure Document relates -- represents
the "exit door to this Chapter 11 proceeding," James F. Conlan,
Esq., at Sidley Austin LLP, in Chicago, Illinois, counsel to the
Debtors, says.  Notably, the Third Amended Plan contains
modifications that the DCL Plan Proponents believe address each
of the issues identified by the Court in its Confirmation
Opinion, as amended, and a limited number of additional issues
raised by parties-in-interest, he notes.

Specifically, the Supplemental Disclosure Document focuses upon
the conforming modifications incorporated into the Third Amended
Plan and the voting and election procedures thereunder and is
intended as a supplement to the prior disclosure documents
previously approved by the Court, Mr. Conlan states.  The
Supplemental Disclosure Document provides the holders of claims
in the revoting classes with the targeted, additional information
that will enable those holders to cast an informed vote to accept
or reject the Third Amended Plan, and to make the treatment
elections offered in the Third Amended Plan, he asserts.

Accordingly, the Supplemental Disclosure Document contains
"adequate information" under Section 1125 of the Bankruptcy Code,
Mr. Conlan insists.

                  No Objections to Resolicitation

James F. Conlan, Esq., at Sidley Austin LLP, in Chicago, Illinois,
counsel to the Debtors, apprised the Court that no party objected
to the procedures for the resolicitation of votes and elections on
the Third Amended DCL Plan.

Only one party -- Aurelius Capital Management, L.P. -- filed a
limited objection to approval of the Supplemental Disclosure
Document.  PHONES Indenture Trustee also sent a letter to the DCL
Plan Proponents, raising certain plan and disclosure issues.
Certain other parties have raised various concerns regarding the
Third Amended DCL Plan, both in connection with the recent
hearings before the Court on the Allocation Disputes and
otherwise, that may later be asserted as objections to
confirmation of the Third Amended DCL Plan, he adds.

In its objection, Aurelius asserted that the Supplemental
Disclosure Document lacks sufficient disclosure regarding (a) the
updated valuation of the Debtors' estates, (b) application of the
subordination provisions to recoveries of Senior Lenders and
Bridge Lenders, (c) the payment of certain fees and expenses
incurred by professionals for Senior Lenders, Bridge Lenders, and
members of the Creditors' Committee, and the filing of the Plan
Supplement.  Law Debenture Trust Company of New York joined in
Aurelius' objection.

The Debtors wish to make confirmation of the Third Amended DCL
Plan at the hearings set for May 16 and 17, 2012, as simple and
efficient as possible, Mr. Conlan relays.  To that end, the DCL
Plan Proponents have made certain limited modifications to the
Third Amended DCL Plan and the Supplemental Disclosure Document
to address and resolve those requests and thus eliminate in
advance as many potential plan objections as possible, Mr. Conlan
tells Judge Carey.

Among other things, the Third Amended DCL Plan eliminates the
Creditors' Trust that had been included in prior versions of the
DCL Plan, Mr. Conlan notes.  The Debtors have revised accordingly
the forms of Supplemental Ballots, Supplemental Beneficial
Ballots, Supplemental Master Ballots, Supplemental Election
Forms, and corresponding Instructions to be used in voting on the
Third Amended DCL Plan to eliminate the elections to opt out of
the Creditors' Trust for Holders of claims against Tribune
Company that had previously been entitled to make such elections.

Before this modification, the Holders of Senior Loan Claims and
Bridge Loan Claims were to receive Creditors' Trust Interests as
part of their overall distributions under the Third Amended DCL
Plan.  The Debtors do not believe that removal of the Creditors'
Trust Interests from these Holders' overall distribution package
is a material adverse change in the treatment of those Holders'
claims.  Nonetheless, the Debtors believe that resolicitation of
votes to accept or reject the DCL Plan from the Holders of Senior
Loan Claims/Senior Guaranty Claims and Bridge Loan Claims is
beneficial and ensures that no later challenges can legitimately
be raised with respect to Classes' acceptances of the Third
Amended DCL Plan.  Thus, the Debtors seek to withdraw the relief
in the Solicitation Procedures Motion as it relates to
acceptances of the Second Amended DCL Plan by the Holders of
Senior Loan Claims/Senior Guaranty Claims and Bridge Loan Claims
be deemed to be acceptances of the Third Amended DCL Plan as
well.

The DCL Plan Proponents believe that the recent revisions to the
Third Amended Plan and Supplemental Disclosure Document resolve
all of the disclosure issues raised informally by WTC and
substantially all of the issues raised in the Aurelius Objection.
The remaining issues raised by Aurelius either seek information
that goes well beyond the scope of "adequate information"
required by section 1125 or otherwise constitute substantive plan
confirmation issues that should be deferred until the plan
confirmation hearings scheduled to commence on May 16,2012, Mr.
Conlan points out.  To the extent not resolved by the recent
revision, the Aurelius Objection is without merit and should be
overruled, he maintains

A summary chart of the Objections and corresponding revisions to
the Third Amended Plan or Supplemental Disclosure Document that
address such objections is available for free at:

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

                    Discovery Scheduling Order

Judge Carey also entered a supplemental order for purposes of
establishing a schedule relating to certain discovery and other
pre-trial matters with respect to the confirmation hearing on the
Third Amended DCL Plan.

All fact discovery relating to plan confirmation will be completed
no later than April 30, 2012.

On or before March 30, 2012, each Party intending to present
witnesses at the Confirmation Hearing will serve preliminary lists
of all witnesses and the anticipated topics on which they will
testify.

Depositions may commence on or after April 4, 2012.

All expert discovery will also be completed no later than April
30, 2012.  Expert depositions may commence on or after April 23,
2012.

As specified in the Jan. 24, 2012 Scheduling Order, all objections
to confirmation of the DCL Plan will be filed no later than April
30, 2012.

Briefs in support of confirmation of the Plan and replies to
confirmation objections will be filed no later than May 10, 2012.
Any affidavit or declaration in support of the DCL Plan will also
be submitted by May 10, 2012.

The supplemental order also contains a schedule for filing of
pre-trial submissions.

A full-text copy of the March 6 Discovery Scheduling Order is
available for free at:

   http://bankrupt.com/misc/Tribune_Mar6SchedulingOrd.pdf

                        About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.   The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Tribune CRO Don Liebentritt said it is possible the media company
could emerge late in the third quarter of 2012.

Bankruptcy Creditors' Service, Inc., publishes TRIBUNE BANKRUPTCY
NEWS.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRIBUNE CO: Proposes Procedures for FCC Compliance
--------------------------------------------------
Tribune Co. and its affiliates ask the Bankruptcy Court to
establish procedures to comply with foreign ownership requirements
of the Federal Communications Commission.

In connection with their broadcasting operations, the Tribune
entities hold licenses issued by the FCC for 24 full-service radio
and television broadcast stations as well as other satellite and
auxiliary broadcast and non-broadcast licenses used in the
business of the Debtors.  After the Petition Date, the Debtors
filed a series of applications with the FCC to assign their FCC
Licenses held by certain subsidiaries to those same subsidiaries
operating as debtors in possession and to reflect control of those
subsidiaries by Tribune as debtor-in-possession.

The Communications Act and FCC policies generally prohibit the
grant of a broadcast license to any corporation directly or
indirectly controlled by any other corporation of which more than
25% of the capital stock is owned or voted by non-U.S. persons or
entities.  In the FCC Applications, Tribune has committed to
implement procedures that will ensure compliance with the FCC's
foreign ownership requirements.  The Debtors believe that the FCC
will not formally approve the FCC Applications until the Court
confirms a plan of reorganization and authorizes the transactions
proposed by the plan.

Obtaining FCC Approval is necessary for the Debtors'
reorganization, and is a condition to the DCL Plan's Effective
Date, says Norman L. Pernick, Esq., at Cole, Schotz, Meisel,
Forman & Leonard, P.A., in Wilmington, Delaware.

Under the DCL Plan, these creditors will be entitled to receive
New Common Stock in Reorganized Tribune: (i) Holders of Senior
Loan Claims and Holders of Senior Guaranty Claims, (ii) Holders
of Senior Noteholder Claims that elect to receive the alternative
treatment set forth in the DCL Plan, and (iii) Holders of Other
Parent Claims that elect to receive one of the alternative
treatments set forth in the DCL Plan.

The DCL Plan requires that each Equity Eligible Holder other than
Holders of Other Parent Claims submit a form certifying the
extent of the relevant Holder's direct and indirect ownership or
control by non-U.S. persons or entities and report any changes in
foreign ownership percentages between the submission of the
Foreign Ownership Certification and the Effective Date by
providing an amended Foreign Ownership Certification and, upon
request, confirming the absence of any changes.

The issuance of New Warrants, New Common Stock, or a combination
of New Warrants and New Common Stock will be pursuant to an
allocation mechanism determined by Reorganized Tribune and the
other DCL Proponents that, based on the aggregated results of the
Foreign Ownership Certifications, ensures compliance with section
310(b) of the Communications Act.

By this motion, the Debtors seek permission from the Court to
implement their proposed Foreign Ownership Procedures, including
establishing deadlines by which the Holders of Senior Loan Claims
or Senior Guaranty Claims and Electing Holders of Senior
Noteholder Claims that do not wish to be considered entirely
foreign-owned and foreign-controlled will be required to submit
Foreign Ownership Certifications to the Certification Agent.

A full-text copy of the proposed procedures is available for free
at http://bankrupt.com/misc/Tribune_ForeignOwnershipProcs.pdf

The Debtors further ask the Court to approve the forms of Foreign
Ownership Certification and descriptions of the foreign
ownership certification procedures to be provided to the Holders
of Senior Loan Claims or Senior Guaranty Claims and Electing
Holders of Senior Noteholder Claims, provided that the Debtors be
authorized to make any non-substantive or immaterial changes to
such forms without further order of the Court.

In connection, the Debtors seek the Court's permission to employ
Epiq Bankruptcy Solutions, LLC as Certification Agent.

Mr. Pernick insists that the Foreign Ownership Procedures
proposed will allow the Debtors to determine the allocation of
New Common Stock and New Warrants under the DCL Plan so that the
Debtors can comply with the FCC's requirements as of the DCL
Plan's Effective Date.  He maintains that starting the foreign
ownership certification process at this time will provide Holders
of Senior Loan Claims or Senior Guaranty Claims and Electing
Holders of Senior Noteholder Claims more than adequate time to
review, evaluate and complete the Foreign Ownership
Certification, while permitting the Certification Agent and the
Debtors sufficient time to tabulate and analyze the Foreign
Ownership Certifications.

The Court rescheduled the hearing, originally set for March 23,
2012, to consider the Debtors' request to March 30, 2012.

                        About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.   The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Tribune CRO Don Liebentritt said it is possible the media company
could emerge late in the third quarter of 2012.

Bankruptcy Creditors' Service, Inc., publishes TRIBUNE BANKRUPTCY
NEWS.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRIDENT MICROSYSTEMS: Nails Down $22 Million Offer for TV Business
------------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Trident Microsystems Inc. lined up a buyer to pay
$22 million cash for the television business and certain related
patents.  The price is subject to a working capital adjustment.

Trident wants an auction held and the sale approved by April 4.
Trident wants competing bids not later than March 30, with an
auction on April 2. There will be a hearing March 23 at U.S.
Bankruptcy Court in Delaware for approval of auction and sale
procedures.

Trident won't disclose the identity of the buyer until a day
before the bid-procedures hearing.  The buyer is a publicly traded
company.

                   About Trident Microsystems

Sunnyvale, California-based Trident Microsystems, Inc., currently
designs, develops, and markets integrated circuits and related
software for processing, displaying, and transmitting high quality
audio, graphics, and images in home consumer electronics
applications such as digital TVs, PC-TV, and analog TVs, and set-
top boxes.  The Company has research and development facilities in
Beijing and Shanghai, China; Freiburg, Germany; Eindhoven and
Nijmegen, The Netherlands; Belfast, United Kingdom; Bangalore and
Hyderabad, India; Austin, Texas; and Sunnyvale, California. The
Company has sales offices in Seoul, South Korea; Tokyo, Japan;
Hong Kong and Shenzhen, China; Taipei, Taiwan; San Diego,
California; Mumbai, India; and Suresnes, France. The Company also
has operations facilities in Taipei and Kaoshiung, Taiwan; and
Hong Kong, China.

Trident Microsystems and its Cayman subsidiary, Trident
Microsystems (Far East) Ltd. filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 12-10069) on Jan. 4,
2011.  Trident said it expects to shortly file for protection in
the Cayman Islands.

Judge Christopher S. Sontchi presides over the case.  Lawyers at
DLA Piper LLP (US) serve as the Debtors' counsel.  FTI Consulting,
Inc., is the financial advisor.  Union Square Advisors LLC serves
as the Debtors' investment banker.  PricewaterhouseCoopers LLP
serves as the Debtors' tax advisor and independent auditor.
Kurtzman Carson Consultants is the claims and notice agent.

Trident had $309,992,980 in assets and $39,607,591 in liabilities
as of Oct. 31, 2011.  The petition was signed by David L.
Teichmann, executive VP, general counsel & corporate secretary.

The Official Committee of Unsecured Creditors of Trident
Microsystems, Inc., et al., tapped Pachulski Stang Ziehl & Jones
LLP as its counsel, and Imperial Capital, LLC, as its investment
banker and financial advisor.

The Official Committee of Equity Security Holders tapped Dewey &
LeBoeuf LLP serves as attorneys, Bayard, P.A., as co-counsel, and
Alvarez & Marsal North America, LLC, as financial advisors.

The Debtors sold to Entropic Communications Inc. their set-top box
business for $65 million.  Entropic came out on top after a 15-
hour court-sanctioned auction.  The opening bid at auction had
been $55 million.


TUCSON ELECTRIC: Fitch Keeps 'BB+' Issuer Default Rating
--------------------------------------------------------
Fitch Ratings has assigned a 'BBB-' rating to Tucson Electric
Power Company's (TEP; Issuer Default Rating [IDR] 'BB+') issuance
of $177 million of 4.5% unsecured pollution control revenue bonds
(PCRBs), due March 1, 2030, through the Industrial Development
Authority of the County of Apache (ARIZONA).  Proceeds will be
used, along with cash on hand, to substantially redeem $184
million of higher couponed unsecured bonds, specifically the 1998
Apache series A, B, and C PCRBs, scheduled to mature in 2028, 2033
and 2026 respectively.  The Rating Outlook for TEP is Positive.

The Positive Outlook incorporates gradual improvement in TEP's
risk profile with continued progress in improving the capital
structure including lengthening debt maturities and reduced
reliance on variable interest rate debt.  For 2011, TEP's variable
rate debt comprised 15% of total long-term debt, as compared to
26% for the prior year, including capital lease debt.  Fitch also
expects a generally reasonable outcome in the utility's
anticipated 2012 General Rate Case (GRC) which should permit an
adequate rate of return on investment and recovery of higher
operating expenses incurred over the last few years.  Currently,
TEP is operating under a five-year non-fuel base rate freeze
following settlement of its 2007 GRC.  Fitch anticipates TEP to
include a decoupling provision in its 2012 GRC and is expected to
file on July 2, 2012.

The ratings also reflect TEP's stable earnings and cash flows,
competitive electric rates, and successful renegotiation of its
bank agreement.

Rating concerns include high debt leverage, limited room under
debt-to-capitalization leverage restrictions in TEP's bank
agreements and frozen non-fuel base rates through 2012.
Additionally, TEP is precluded from filing a new rate case before
June 30, 2012.  Management of costs and ultimate recovery of such
expenses will be key to maintaining credit metrics.

In November of last year, TEP amended its $200 million secured
credit agreement and extended the maturity by two years to 2016.


TOWERCO II: Moody's Affirms 'B1' Corporate Family Rating
--------------------------------------------------------
Moody's Investors Service has affirmed the B1 Corporate Family
Rating (CFR) of TowerCo II Holdings LLC following the company's
repricing transaction which would lower the interest spread on the
company's existing term loan facility due 2017. The company is
expected to save about $3 million in interest expense each year
and this would aid the company's free cash flow generation. The
outlook remains stable.

Ratings Rationale

TowerCo's B1 CFR reflects the company's relatively high adjusted
debt to EBITDA leverage and expected weak free cash flows over the
next year, as operating cash flow is primarily used for new tower
construction and selective acquisitions of land underlying
existing towers. The rating also considers the expected near term
stability of much of the company's revenue, which is principally
derived from contractual relationships with large wireless
operators in the U.S. Moody's also notes that a significant
majority of the revenue is sourced from a single customer - Sprint
Nextel, due to the acquisition of roughly 3,000 towers from Sprint
Nextel at the end of 2008, which essentially formed the base of
the company's towers. Given approximately 20% of TowerCo's towers
are associated with Sprint's iDen network, the company will face
downside risks when Sprint decommissions the iDen network, and
Sprint's iDen leases of TowerCo's sites expire between 2015 and
2018. In the meantime, Moody's expects TowerCo to expand its
colocation activity from other US wireless carriers to offset the
possible revenue losses starting in 2015.

Given the risk of material revenue impact on iDen site
decommissioning, and the company's high leverage, upward rating
migration is unlikely at this time. However, the ratings may be
considered for an upgrade if TowerCo shows significant progress in
boosting its colocation tenants to mitigate the likely loss of
iDen leases. These could manifest in sustained positive free cash
flow and adjusted debt to EBITDA leverage of less than 7x on a
sustainable basis.

The ratings may face downward pressure if the company is unable to
grow revenues by replacing the outgoing lease revenue, resulting
in sustained elevated adjusted debt to EBITDA leverage above 8.5x,
and/or inability to generate consistent free cash flow in the
coming 18-24 month period.

The principal methodology used in rating TowerCo was the Global
Communications Infrastructure Industry Methodology published in
June 2011. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

TowerCo, through its operating subsidiaries, is the fifth largest
independent operator of wireless tower assets in the United
States. The firm derives nearly all of its revenues by leasing
site space on its over 3,200 towers in the U.S. and Puerto Rico to
wireless service providers.


TRAVELPORT INC: Bank Debt Trades at 12% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Travelport Inc. is
a borrower traded in the secondary market at 87.85 cents-on-the-
dollar during the week ended Friday, March 16, 2012, an increase
of 1.95 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 450basis points above LIBOR to borrow
under the facility.  The bank loan matures on Aug. 23, 2015, and
carries Moody's B1 rating and Standard & Poor's B rating.  The
loan is one of the biggest gainers and losers among 191 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                  About Travelport Holdings

Travelport Holdings is the direct parent of Travelport Limited, is
a broad-based business services company and a leading provider of
critical transaction processing solutions to companies operating
in the global travel industry.  With a presence in 160 countries
and approximately 3,500 employees, Travelport is comprised of the
global distribution system (GDS) business, which includes the
Galileo and Worldspan brands and its Airline IT Solutions
business, which hosts mission critical applications and provides
business and data analysis solutions for major airlines.

Travelport also owns approximately 48% of Orbitz Worldwide (NYSE:
OWW), a leading global online travel company.  Travelport is a
private company owned by The Blackstone Group, One Equity
Partners, Technology Crossover Ventures, and Travelport
management.

Travelport Holdings Limited is a holding company with no direct
operations.  Its principal assets are the direct and indirect
equity interests it holds in its subsidiaries, including
Travelport Limited.

Travelport Limited, a direct subsidiary of Travelport Holdings
Limited, reported net income of $283 million on $1.061 billion of
net revenue for the six months ended June 30, 2011, compared with
net income of $1 million on $1.056 billion of net revenue for the
same period of 2010.  Results for the six months ended June 30,
2011, includes gain of $312 million, net of tax, from the sale of
sale of the Gullivers Travel Associates ("GTA") business to Kuoni
Travel Holdings Limited ("Kuoni").  The sale was completed on May
5, 2011.

Loss from continuing operations was $4 million during the six
months ended June 30, 2011, compared with a loss of $2 million for
the same period of 2010.

The Company's balance sheet at Sept. 30, 2011, showed $3.43
billion in total assets, $4.21 billion in total liabilities, and a
$780 million total deficit.

                           *     *     *

As reported by the TCR on Oct. 10, 2011, Standard & Poor's Ratings
Services lowered its long-term corporate credit ratings on travel
services provider Travelport Holdings Limited (Travelport
Holdings) and indirect subsidiary Travelport LLC (Travelport) to
'SD' (selective default) from 'CC'.

The downgrades follow the implementation of a capital
restructuring, which was necessary because of the Travelport
group's high leverage, weak liquidity, and the upcoming maturity
of its $693 million (as of end-June 2011) PIK loan in March 2012.
"According to our criteria, we view this restructuring as a
distressed exchange and tantamount to a default (see 'Rating
Implications Of Exchange Offers And Similar Restructurings,
Update,' published May 12, 2009, on RatingsDirect on the Global
Credit Portal)," S&P related.


TRIBUNE CO: Bank Debt Trades at 33% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Tribune Co. is a
borrower traded in the secondary market at 66.75 cents-on-the-
dollar during the week ended Friday, March 16, 2012, an increase
of 1.21 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 300 basis points above LIBOR to borrow
under the facility.  The bank loan matures on May 17, 2014.  The
loan is one of the biggest gainers and losers among 91 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                       About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.  The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Tribune CRO Don Liebentritt said it is possible the media company
could emerge late in the third quarter of 2012.

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


TXU CORP: Bank Debt Trades at 43% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which TXU Corp., now
known as Energy Future Holdings Corp., is a borrower traded in the
secondary market at 57.13 cents-on-the-dollar during the week
ended Friday, March 16, 2012, an increase of 1.48 percentage
points from the previous week according to data compiled by Loan
Pricing Corp. and reported in The Wall Street Journal.  The
Company pays 450 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Oct. 10, 2017, and carries
Moody's B2 rating and Standard & Poor's CCC rating.  The loan is
one of the biggest gainers and losers among 191 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

                       About Energy Future

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80%-owned entity within the EFH group, is the largest regulated
transmission and distribution utility in Texas.

The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth.  EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.

Energy Future Holdings Corp. filed with the U.S. Securities and
Exchange Commission its Annual Report on Form 10-K disclosing a
net loss of $1.91 billion on $7.04 billion of operating revenues
for the year ended Dec. 31, 2011, compared with a net loss of
$2.81 billion on $8.23 billion of operating revenues during the
prior year.

The Company's balance sheet at Dec. 31, 2011, showed $44.07
billion in total assets, $51.83 billion in total liabilities, and
a $7.75 billion total deficit.


                           *     *     *

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

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


TXU CORP: Bank Debt Trades at 38% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which TXU Corp., now
known as Energy Future Holdings Corp., is a borrower traded in the
secondary market at 61.99 cents-on-the-dollar during the week
ended Friday, March 16, 2012, an increase of 1.02 percentage
points from the previous week according to data compiled by Loan
Pricing Corp. and reported in The Wall Street Journal.  The
Company pays 350 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Oct. 10, 2014, and carries
Standard & Poor's CCC rating.  The loan is one of the biggest
gainers and losers among 191 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

                       About Energy Future

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80%-owned entity within the EFH group, is the largest regulated
transmission and distribution utility in Texas.

The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth.  EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.

Energy Future Holdings Corp. filed with the U.S. Securities and
Exchange Commission its Annual Report on Form 10-K disclosing a
net loss of $1.91 billion on $7.04 billion of operating revenues
for the year ended Dec. 31, 2011, compared with a net loss of
$2.81 billion on $8.23 billion of operating revenues during the
prior year.

The Company's balance sheet at Dec. 31, 2011, showed $44.07
billion in total assets, $51.83 billion in total liabilities, and
a $7.75 billion total deficit.

                            *     *     *

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

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


UNIGENE LABORATORIES: Appoints David Moskowitz as CFO
-----------------------------------------------------
Unigene Laboratories, Inc., announced the appointment of David
Moskowitz, RPh, MBA, to the position of Chief Financial Officer.
In this newly created position, Mr. Moskowitz will serve as a
member of the Company's executive leadership team and lead the
strategic direction of Unigene's financial and capital markets
activities.

Mr. Moskowitz joins Unigene after spending the previous 13 years
as a top-rated equity research analyst covering large-cap
pharmaceutical, specialty pharmaceutical, biotechnology, and
generic drug companies.  Most recently, Mr. Moskowitz served as a
senior pharmaceutical analyst for Roth Capital Partners, LLC,
where he developed research coverage of emerging specialty pharma
and biotechnology companies.  Mr. Moskowitz received the 2011
StarMine Analyst Award as the top stock picker among U.S.
Biotechnology Analysts.

Ashleigh Palmer, President and CEO of Unigene, stated, "We are
extremely excited to welcome David to Unigene and look forward to
benefiting from his in-depth knowledge of the pharmaceutical
market space, strategic financial perspective, industry and Wall
Street network, and strong credibility and reputation within the
investment community.  In executing Unigene's turnaround strategy,
we recognized the appointment of a chief financial officer would
be a critical step in accelerating the next phase of our growth
and addressing the priority challenge for Unigene in 2012, our
substantial debt.  Given the profound significance of this new
role for Unigene, the person assuming the position must possess
superior strategic, analytical and financial capabilities, while
having a keen understanding of the numerous dynamics at play
within the pharmaceutical industry.  I have no doubt whatsoever
that David is the individual we have been searching for."

Prior to his position at Roth Capital, Mr. Moskowitz held
directorial and senior-level pharmaceutical and healthcare equity
analyst positions with Madison Williams & Co., Caris & Co.,
Friedman Billings Ramsey & Co., UBS Warburg, LLC, and Standard &
Poor's.

Mr. Moskowitz remarked, "I have spent the better part of my career
analyzing the pharmaceutical industry with a contrarian focus and,
in particular, identifying those companies poised to redefine a
therapeutic category and market.  Having closely followed the
Company for almost a year, without question, Unigene represents
such an opportunity.  Its validated Peptelligence oral peptide
delivery platform and exciting, late-stage development pipeline
have enabled Unigene to carve out a position as the leader in what
I believe will be one of the next great patient-treatment and
therapeutic breakthroughs ? the transition of peptides from
injectable to oral delivery."

Moskowitz continued, "While Unigene's current debt position
represents a significant hurdle to overcome, I believe this
management team has established a track record of delivering
results and this has fundamentally transformed the Company.
Moving forward, our priorities are clear.  It is now up to us as a
team to leverage this tremendous progress, address the debt and
restructure our balance sheet, unlock the enormous growth
potential and shareholder value that resides within Unigene, and
fulfill the promise of what I believe to be one of the most
compelling companies in the pharmaceutical industry."

Among his numerous career highlights, Mr. Moskowitz served as
managing director, co-director of equity research, pharmaceutical
analyst for Madison Williams where he helped to build the firm's
equity research team, eventually overseeing seven senior analysts
and three associates.  At Caris & Co., Mr. Moskowitz held the
position of senior managing director, director of equity research,
pharmaceutical analyst, leading a team of 14 senior analysts and
ensuring the quality, frequency and regulatory compliance of the
firm's research product.  During his tenure at Friedman Billings
Ramsey & Co., Mr. Moskowitz played integral roles in strengthening
the firm's equity research division, where he expanded the team
from three to 12 analysts, and rebuilding its healthcare
investment banking practice, growing the unit from zero to 12
employees within a year.

Mr. Moskowitz holds an MBA in Finance/Pharmaceutical Industry
Studies from Fairleigh Dickinson University and a BS in Pharmacy
from Rutgers University.  He currently holds Series 7, 24
(Principal), 63, 86, and 87 licenses and is a registered
pharmacist.

                           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.

Unigene reported a net loss of $17.92 million in 2011, a net loss
of $27.86 million in 2010, and a net loss of $13.38 million in
2009.

The Company's balance sheet at Dec. 31, 2011, showed $17.67
million in total assets, $72.81 million in total liabilities and a
$55.13 million total stockholders' deficit.

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.


UNIGENE LABORATORIES: Owns 16% of Tarsa Capital Stock
-----------------------------------------------------
Tarsa Therapeutics, Inc., announced the closing of a Series B
Preferred Stock financing.  Prior to that closing, Unigene
Laboratories, Inc., owned 9,215,000 shares of Tarsa's common
stock, three convertible promissory notes in the aggregate
principal amount of $3,469,714, and warrants to purchase Tarsa's
Series A Preferred Stock.  At the time of the closing of the
Series B Preferred Stock financing, the convertible promissory
notes, including all principal and accrued interest, were
converted into 3,662,305 shares of Tarsa's Series A Preferred
Stock.  The Company did not acquire any of Tarsa's Series B
Preferred Stock in the financing.

As a result, following the closing of Tarsa's Series B Preferred
Stock financing, the Company owned approximately 16% of the
outstanding capital stock of Tarsa, on a fully-diluted basis.  The
Company's ownership position in Tarsa is subject to potential
future dilution, including dilution as a result of a potential
second Series B closing.

                           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.

Unigene reported a net loss of $17.92 million in 2011, a net loss
of $27.86 million in 2010, and a net loss of $13.38 million in
2009.

The Company's balance sheet at Dec. 31, 2011, showed $17.67
million in total assets, $72.81 million in total liabilities and a
$55.13 million total stockholders' deficit.

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.


UNIGENE LABORATORIES: Files 2011 Form 10-K; Incurs $17.9MM Loss
---------------------------------------------------------------
Unigene Laboratories, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K, disclosing a
net loss of $17.92 million on $20.51 million of revenue in 2011, a
net loss of $27.86 million on $11.34 million of revenue in 2010,
and a net loss of $13.38 million on $12.79 million of revenue in
2009.

The Company's balance sheet at Dec. 31, 2011, showed
$17.67 million in total assets, $72.81 million in total
liabilities, and a $55.13 million total stockholders' deficit.

Grant Thornton LLP, in New York, expressed substantial doubt about
the Company's ability to continue as a going concern following the
2011 financial results.  The independent auditors noted that the
Company has incurred a net loss of $17,900,000 during the year
ended Dec. 31, 2011, and, as of that date, has an accumulated
deficit of approximately $189,000,000 and the Company's total
liabilities exceeded total assets by $55,138,000.

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

                        http://is.gd/RZ6KSL

                           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.


USG CORP: William Kelley Resigns as VP and Controller
-----------------------------------------------------
William J. Kelley Jr., vice president and controller and principal
accounting officer of USG Corporation, resigned effective
March 30, 2012, to accept a position with another company.

                      About USG Corporation

Based in Chicago, Ill., USG Corporation -- http://www.usg.com/--
through its subsidiaries, manufactures and distributes building
materials producing a wide range of products for use in new
residential, new nonresidential and repair and remodel
construction, as well as products used in certain industrial
processes.

The company filed for Chapter 11 protection on June 25, 2001
(Bankr. Del. Case No. 01-02094).  When the Debtors filed for
protection from their creditors, they disclosed $3,252,000,000 in
assets and $2,739,000,000 in debts.  The Debtors emerged from
bankruptcy protection on June 20, 2006.

The Company reported a net loss of $390 million in 2011 and a net
loss of $405 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $3.71 billion
in total assets, $3.56 billion in total liabilities and $156
million in total stockholders' equity.

                           *     *     *

As reported by the TCR on Aug. 15, 2011, Standard & Poor's Ratings
Services lowered its corporate credit rating on USG Corp. to 'B'
from 'B+'.

"The downgrade reflects our expectation that USG's operating
results and cash flow are likely to be strained over the next year
due to the ongoing depressed level of housing starts and still-
weak commercial construction activity," said Standard & Poor's
credit analyst Thomas Nadramia.  "It is now more likely, in
our view, that any meaningful recovery in housing starts may be
deferred until late 2012 or into 2013.  As a result, the risk that
USG's liquidity in the next 12 to 24 months will continue to erode
(and be less than we incorporated into our prior ratings) has
increased.  The ratings previously incorporated a greater
improvement in housing starts, which would have enabled USG to
reduce its negative operating cash flow in 2012 and achieve
breakeven cash flow or better by 2013."

In the Sept. 14, 2011, edition of the TCR, Fitch Ratings has
downgraded USG Corporation's Issuer Default Rating (IDR) to 'B-'
from 'B'.  The Rating Outlook remains Negative.

The ratings downgrade and the Negative Outlook reflect Fitch's
belief that underlying demand for the company's products will
remain weak through at least 2012 and the company's liquidity
position is likely to deteriorate in the next 18 months.  With the
recent softening in the economy and lowered economic growth
expectations for 2011 and 2012, the environment may at best
support a relatively modest recovery in housing metrics over the
next year and a half.  Fitch had previously forecast a slightly
more robust housing environment in 2011 and 2012.  Moreover, new
commercial construction is expected to decline further this year
and may only grow moderately next year.


WARNER MUSIC: Has $915 Million Senior Notes Exchange Offers
-----------------------------------------------------------
In accordance with the registration rights agreement, dated as of
July 20, 2011, entered into in connection with the issuance on
July 20, 2011, by WMG Holdings Corp. of its 13.75% Senior Notes
due 2019 in a transaction exempt from registration under the
Securities Act of 1933, as amended, Warner Music Group Corp. and
WMG Holdings Corp. announced that they commenced an exchange offer
pursuant to which they are offering to exchange $150 million in
aggregate principal amount of WMG Holdings Corp.'s 13.75% Senior
Notes due 2019, which have been registered under the Securities
Act, for equal principal amounts of outstanding Old Holdings
Notes.  As of March 16, 2012, there were $150 million aggregate
principal amount of Old Holdings Notes outstanding.  The terms of
the New Holdings Notes will be substantially identical to those of
the Old Holdings Notes, except that the transfer restrictions and
registration rights relating to the Old Holdings Notes will not
apply to the New Holdings Notes.

In addition, in accordance with the registration rights agreement,
dated as of July 20, 2011, entered into in connection with the
issuance on July 20, 2011, by WMG Acquisition Corp. of its 11.50%
Senior Notes due 2018 in a transaction exempt from registration
under the Securities Act, Warner Music Group Corp. and WMG
Acquisition Corp. announced that they commenced an exchange offer
pursuant to which they are offering to exchange $765 million in
aggregate principal amount of WMG Acquisition Corp.'s 11.50%
Senior Notes due 2018, which have been registered under the
Securities Act, for equal principal amounts of outstanding Old
Acquisition Notes.  As of March 16, 2012, there were $765 million
aggregate principal amount of Old Acquisition Notes outstanding.
The terms of the New Acquisition Notes will be substantially
identical to those of the Old Acquisition Notes, except that the
transfer restrictions and registration rights relating to the Old
Acquisition Notes will not apply to the New Acquisition Notes.

WMG Holdings Corp. and WMG Acquisition Corp. will accept for
exchange any and all Old Holdings Notes and Old Acquisition Notes,
respectively, validly tendered and not validly withdrawn on or
before 5:00 p.m., New York City time, on April 16, 2012, which is
the expiration date of the exchange offers, unless the exchange
offers are extended by WMG Holdings Corp. or WMG Acquisition Corp,
as applicable.

                     About Warner Music Group

Based in New York, Warner Music Group Corp. (NYSE: WMG)
-- http://www.wmg.com/-- was formed by a private equity
consortium of investors on Nov. 21, 2003.  The Company is the
direct parent of WMG Holdings Corp., which is the direct parent of
WMG Acquisition Corp.  WMG Acquisition Corp. is one of the world's
major music-based content companies and the successor to
substantially all of the interests of the recorded music and music
publishing businesses of Time Warner Inc.

The Company classifies its business interests into two fundamental
operations: Recorded Music and Music Publishing.  The Company's
Recorded Music business primarily consists of the discovery and
development of artists and the related marketing, distribution and
licensing of recorded music produced by such artists.  The
Company's Music Publishing operations include Warner/Chappell, its
global Music Publishing company, headquartered in New York with
operations in over 50 countries through various subsidiaries,
affiliates and non-affiliated licensees.

The Company's balance sheet at Dec. 31, 2011, $5.37 billion in
total assets, $4.33 billion in total liabilities and $1.04 billion
in total equity.

                           *     *     *

In May 2011, Warner Music Group Corp. and Access Industries, the
U.S.-based industrial group, announced the execution of a
definitive merger agreement under which Access Industries will
acquire WMG in an all-cash transaction valued at $3.3 billion.
The purchase includes WMG's entire recorded music and music
publishing businesses.


WATERLOO RESTAURANT: Hires Rochelle McCullough as Counsel
---------------------------------------------------------
Waterloo Restaurant Ventures, Inc., seeks Bankruptcy Court
permission to employ Rochelle McCullough, LLP, as its bankruptcy
counsel to perform necessary legal services during the course of
the bankruptcy case.

Rochelle McCullough served as Waterloo's counsel in connection
with Waterloo's prepetition workout efforts, as well as in
connection with preparing for the filing of the bankruptcy case.
As such, Rochelle McCullough has acquired knowledge of Waterloo's
background, nature of operations, debt structure, and the various
issues likely to be faced by Waterloo in the bankruptcy case.

Rochelle McCullough's hourly rates for the attorneys and
paraprofessionals who will most likely be working on the case
range between (a) $395 and $610 for partners, (b) $195 and $250
for associates, and (c) $140 for legal assistants.  The principal
attorneys and paraprofessionals presently designated to work on
the engagement, and their current hourly rates, are:

          Michael R. Rochelle           $610
          Chris B. Harper               $550
          Kerry Ann Miller              $250
          Paralegal                     $140

Michael R. Rochelle, Esq., a partner of Rochelle McCullough, who
serves as the lead attorney in the engagement, attests that the
firm's partners and associates (a) do not have any connection with
Waterloo's creditors, equity security holders, or any other party-
in-interest or their respective attorneys and accountants; (b) do
not have any connection with the United States Trustee or any
person employed in the Office of the United States Trustee; (c)
are "disinterested persons," as that term is defined in section
101(14) of the Bankruptcy Code; and (d) do not hold or represent
any interest adverse to Waterloo's bankruptcy estate.

As part of the pre-bankruptcy representation of the Debtor,
Rochelle McCullough billed and was paid $30,000.  Waterloo also
remitted a retainer to Rochelle McCullough, having a balance on
the Petition Date of $50,000 as security for work to be performed
and expenses to be incurred in connection with the case.

No hearing will be conducted on the Debtor's request unless
written response is filed with the Bankruptcy Court clerk before
close of business on April 2, 2012.

The firm may be reached at:

          Michael R. Rochelle, Esq.
          Chris B. Harper, Esq.
          Kerry Ann Miller, Esq.
          ROCHELLE McCULLOUGH LLP
          325 N. St. Paul, Suite 4500
          Dallas, TX 75201
          Telephone: (214) 953-0182
          Facsimile: (214) 953-0185
          E-mail: charper@romclawyers.com
                  kmiller@romclawyers.com

                 About Waterloo Restaurant Ventures

Waterloo Restaurant Ventures, Inc., operator of 12 Romano's
Macaroni Grill restaurants, filed a Chapter 11 petition (Bankr.
N.D. Tex. Case No. 12-31573) in Dallas on March 8, 2012, to pursue
a sale of the business.  The Debtor has 12 stores are in
California, Oregon and Washington.  The Italian-style casual
dining chain said there was a "dramatic decrease in sales in the
majority of the franchises" the company owns.  Some were
generating negative cash flows from operations.

Judge Barbara J. Houser presides over the case.  Martin J.
Giardina at Capital Insight, LLC, serves as the Debtor's chief
restructuring officer.  Waterloo estimated assets and debts of $10
million to $50 million.


WATERLOO RESTAURANT: Designates Capital Insight's Giardina as CRO
-----------------------------------------------------------------
Waterloo Restaurant Ventures, Inc., asks the Bankruptcy Court for
permission to (A) employ and retain Capital Insight, LLC to
provide the Debtor with a chief restructuring officer and
additional personnel, and (b) designate Martin J. Giardina as the
CRO.

Capital is an investment bank focused on providing a full range of
advisory services to companies in industries with an investment
concentration in multi-unit retail, consumer products, and energy,
among others.  Capital's core services include mergers and
acquisitions, corporate finance and capital restructuring, along
with interim asset management.

Capital was retained by Waterloo pursuant to an Engagement Letter
dated Feb. 25, 2012.

Mr. Giardina -- giardina@capitalinsightllc.com -- is the head of
Capital's interim asset management group relating to restaurant,
convenience and gas, and advises clients on a broad range of
transactions.  According to the Debtor, Mr. Giardina brings more
than 20 years of successful business experience to the bankruptcy
case.

Mr. Giardina has advised or served as a senior executive for,
among others, Boston Market, Chuck E. Cheese, S&A Restaurants and
Peter Piper Pizza.

As CRO, Mr. Giardina will report to the senior executives of
Waterloo and direct Waterloo's activities with an objective of
being able to fulfill a plan of reorganization.  Mr. Giardina is
responsible for assisting Waterloo's senior management team in
their post-petition restructuring efforts, including negotiation
with parties in interest and coordinating the working group of
professionals who are or will be assisting Waterloo in the
restructuring process.

As a member of Waterloo's senior management, Mr. Giardina, with
the assistance of the Additional Personnel as mutually agreed upon
by Waterloo and Capital, will provide the senior management
services that Capital and Waterloo deem appropriate and reasonable
in order to assist Waterloo during these chapter 11 cases.

Waterloo agrees to compensate Capital for the services of Mr.
Giardina as CRO and the Additional Personnel in the first 60 days
of the engagement, by paying Capital a non-refundable advisory fee
equal to the greater of $100,000 or 3% of gross sales per month
(calculated upon conclusion of the 60-day term).  Should 3% of
gross sales be greater than $100,000 over the first 60 days of
this engagement, Capital will receive the difference between
$100,000 and the amount that is equal to 3% of gross sales.
Should services be required of Mr. Giardina and Capital after the
initial 60-day term of the engagement, fees will be paid equal to
3% of gross sales per month.

In addition, Waterloo will pay Capital on a monthly basis for
Capital's reasonable out-of-pocket expenses incurred in connection
with the engagement.  Waterloo also has agreed to indemnify
Capital and any member, officer, employee or agent of Capital.

Capital has informed Waterloo that the firm does not represent any
interest materially adverse to Waterloo, its creditors, the United
States Trustee for the Northern District of Texas, any person
employed by the United States Trustee for the Northern District of
Texas or any other party in interest.

                 About Waterloo Restaurant Ventures

Waterloo Restaurant Ventures, Inc., operator of 12 Romano's
Macaroni Grill restaurants, filed a Chapter 11 petition (Bankr.
N.D. Tex. Case No. 12-31573) in Dallas on March 8, 2012, to pursue
a sale of the business.  The Debtor has 12 stores are in
California, Oregon and Washington.  The Italian-style casual
dining chain said there was a "dramatic decrease in sales in the
majority of the franchises" the company owns.  Some were
generating negative cash flows from operations.

Judge Barbara J. Houser presides over the case.  Waterloo is
represented by Michael "Buzz" Rochelle, Esq., brother
of Bloomberg reporter Bill Rochelle, Christopher B. Harper, Esq.,
and Kerry Ann Miller, Esq., at Rochelle McCullough, LLP.  Waterloo
estimated assets and debts of $10 million to $50 million.


WATERLOO RESTAURANT: Section 341(a) Meeting Scheduled for April 11
------------------------------------------------------------------
The United States Trustee in Dallas, Texas, will convene a meeting
of creditors of Waterloo Restaurant Ventures, Inc., on April 11,
2012, at 9:15 a.m. at Dallas, Room 976.

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

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

Proofs of claim are due in the case by July 10, 2012.

                 About Waterloo Restaurant Ventures

Waterloo Restaurant Ventures, Inc., operator of 12 Romano's
Macaroni Grill restaurants, filed a Chapter 11 petition (Bankr.
N.D. Tex. Case No. 12-31573) in Dallas on March 8, 2012, to pursue
a sale of the business.  The Debtor has 12 stores are in
California, Oregon and Washington.  The Italian-style casual
dining chain said there was a "dramatic decrease in sales in the
majority of the franchises" the company owns.  Some were
generating negative cash flows from operations.

Judge Barbara J. Houser presides over the case.  Waterloo is
represented by Michael "Buzz" Rochelle, Esq., brother
of Bloomberg reporter Bill Rochelle, Christopher B. Harper, Esq.,
and Kerry Ann Miller, Esq., at Rochelle McCullough, LLP.  Martin
J. Giardina at Capital Insight, LLC, serves as the Debtor's chief
restructuring officer.  Waterloo estimated assets and debts of
$10 million to $50 million.


WAVE SYSTEMS: Delays Form 10-K for Year 2011 Due to Errors
----------------------------------------------------------
Wave Systems Corp. is postponing its fiscal-year 2011 financial
results announcement and related conference call that were
originally scheduled for on March 14.  Wave has made a
determination that there are certain accounting errors in the
financial statements of its subsidiary Safend Ltd. (acquired by
Wave Sept. 22, 2011) for the 2009 annual period, the 2010 annual
period and the interim six-month period ending on June 30, 2011.
Wave requires more time to complete its assessment of these errors
and the preparation of the Company's fiscal 2011 financial results
and Form 10K, particularly the consolidation and related purchase
accounting for Safend Ltd.  Wave will be filing a report on Form
8-K providing additional details.

As a result of the delay, Wave also expects to file a 15-day
extension (Form NT 10-K) for the filing of its annual report on
Form 10-K which is due on March 15, 2011.  Once the financial
statements are finalized, Wave will announce a new date for its Q4
news release and conference call and will file its Form 10-K.

                        About Wave Systems

Lee, Massachusetts-based Wave Systems Corp. (NASDAQ: WAVX) --
http://www.wave.com/-- develops, produces and markets products
for hardware-based digital security, including security
applications and services that are complementary to and work with
the specifications of the Trusted Computing Group, an industry
standards organization comprised of computer and device
manufacturers, software vendors and other computing products
manufacturers.

The Company reported a net loss of $4.12 million on $26.05 million
of total net revenues for the year ended Dec. 31, 2010, compared
with a net loss of $3.34 million on $18.88 million of total net
revenues during the prior year.

The Company also reported a net loss of $5.93 million on $25.10
million of total net revenues for the nine months ended Sept. 30,
2011, compared with a net loss of $2.91 million on $19.01 million
of total net revenues for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $27.53
million in total assets, $13.23 million in total liabilities and
$14.30 million in total stockholders' equity.

Due to the early stage nature of its market category, Wave is
unable to predict with a high enough level of certainty whether
enough revenue will be generated to fund its cash flow
requirements for the twelve-months ending Sept. 30, 2012.  Given
the uncertainty with respect to Wave's revenue forecast for the
twelve-months ending Sept. 30, 2012, Wave may be required to raise
additional capital through either equity or debt financing in
order to adequately fund its capital requirements for the twelve-
months ending Sept. 30, 2012.  As of Sept. 30, 2011, the Company
had approximately $6.9 million of cash on hand and positive
working capital of approximately $1.3 million.  Considering the
Company's current cash balance and Wave's projected operating cash
requirements, the Company projects that it will have enough liquid
assets to continue operating through Sept. 30, 2012.  However, due
to the Company's current cash position, its capital needs over the
next twelve months and beyond, the fact that it may require
additional financing and uncertainty as to whether it will achieve
its sales forecast for its products and services, substantial
doubt exists with respect to its ability to continue as a going
concern.

Wave's independent registered public accounting firm has issued a
report dated March 16, 2010, that includes an explanatory
paragraph referring to its significant operating losses and
substantial doubt about its ability to continue as a going
concern.


WESTMORELAND COAL: Thomas Coffey to Retire as Director
------------------------------------------------------
Thomas J. Coffey notified the Board of Directors of his desire to
retire from the Board after 12 years of service to Westmoreland
Coal Company and, accordingly, that he will not stand for re-
election as a director at the 2012 Annual Meeting of Stockholders.
Mr. Coffey's retirement will be effective at the 2012 Annual
Meeting of Stockholders.

                      About Westmoreland Coal

Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE
AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest
independent coal company in the United States.  The Company's coal
operations include coal mining in the Powder River Basin in
Montana and lignite mining operations in Montana, North Dakota and
Texas.  Its power operations include ownership of the two-unit
ROVA coal-fired power plant in North Carolina.

The Company reported a net loss of $36.87 million in 2011, a net
loss of $3.17 million in 2010, and a net loss of $29.16 million
in 2009.

The Company's balance sheet at Dec. 31, 2011, showed $759.17
million in total assets, $1.01 billion in total liabilities and a
$249.85 million total deficit.

                         *     *     *

As reported in the TCR on March 4, 2011, Standard & Poor's Ratings
Services said that it assigned a 'CCC+' corporate credit rating to
Colorado Springs, Colorado-based Westmoreland Coal Co.  The rating
outlook is stable.


WILLIAMS COS: Fitch Affirms Rating on Subord. Debentures at 'BB'
----------------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Ratings (IDRs) and
senior debt ratings for The Williams Companies, Inc. (WMB) and
Williams Partners L.P. (WPZ) at 'BBB-'.  The action follows WPZ's
announced plan to acquire Caiman Eastern Midstream (Caiman) for
$2.5 billion.  WMB's Rating Outlook is Stable.  Also affirmed are
ratings for WPZ affiliates, Williams Partners Finance Corporation
(WPFC), Northwest Pipeline GP (NWP), and Transcontinental Gas
Pipeline Company, LLC (TGPL).  The Rating Outlooks for WPZ, WPFC,
NWP and TGPL remain Positive.

Approximately $8.7 billion of outstanding long-term debt is
affected.

On March 19, 2012, WPZ announced that it has agreed to acquire
Caiman, a gathering and processing business located in the
liquids-rich area of the Marcellus Shale.  The acquisition
includes dedicated acreage and gathering and processing
commitments from nine producers. The transaction is expected to
close in 30 to 40 days.

The $2.5 billion purchase price for Caiman will consist of cash of
$1.78 billion and $720 million of WPZ equity issued to the seller.
WPZ plans to fund the cash portion of the acquisition with a
combination of public equity, debt, and available cash and an
equity investment of $1.0 billion from WMB.  WMB plans to fund its
equity investment in WPZ with a combination of public equity, debt
and available cash.

Key Rating Factors: The rating affirmation reflects WMB's and
WPZ's ability to maintain their strong projected credit measures
due to the significant planned use of equity financing to fund the
acquisition.  In addition, the large majority of EBITDA associated
with the Caiman assets is expected to be fee-based.  As a result,
a lower percentage of future revenues will be subject to commodity
price risk.

WPZ's Positive Outlook reflects the expanding scale and scope of
its operations, the predictability of cash flows generated by its
pipeline and fee-based midstream assets, above average credit
metrics, and conservative financial practices including a
willingness to issue equity to fund growth and by maintaining
sustainable partnership distributions.  Also considered is WPZ's
relationship with WMB, owner of its general partner interest and
73% of its limited partner interests, pre-Caiman related equity.

TGPL's and NWP's ratings and Positive Outlooks reflect their
strong individual operating and financial profiles, offset by the
structural and functional ties between these entities and their
parent WPZ.  Operationally, TGPL and NWP are considered two of the
premier pipeline systems in the U.S.  Both pipelines boast
competitive rate structures, operate in relatively secure markets,
have a high percentage of capacity subscribed under medium-term to
long-term contracts with utility counterparties, and have
manageable expansion plans.

Forward Expectations: Fitch projects WMB's 2012 consolidated debt
to EBITDA to be approximately 4.0 times (x) and parent-level
leverage to be 1.3x or below.  Debt to EBITDA at WPZ for 2012 is
expected to be between 3.5x and 4.0x.  These post-acquisition
projected credit ratios are relatively unchanged from Fitch's
prior projections utilized for the companies' February 2012 annual
credit review.  Leverage ratios for both WMB and WPZ should end
the year at the lower end of the range of expectations if NGL frac
spreads continue near current strong levels.  NWP and TGPL should
continue to maintain strong credit metrics for their rating
category for the next several years with debt to EBITDA below
3.0x.

Liquidity: WMB's liquidity is expected to be strong given its
substantial cash resources, minimal debt refunding requirements,
and reduced capital spending with the separation of its oil and
gas business at year-end 2011.  Debt maturities for the next ten
years are insignificant. WMB has a $900 unsecured revolving credit
facility that matures in June 2016.  The revolver has a maximum
debt to EBITDA ratio of 4.5 to 1.0; no greater than 5.0 to 1.0
following acquisitions of $50 million or more.  A default at WPZ
is an event of default under the WMB revolver.  There are $0
borrowings outstanding under the WMB revolver.

WPZ has entered into an interim liquidity facility for $1.78
billion which is available, if necessary to fund the full amount
of the cash consideration.  In addition, WPZ has a $2.0 billion
unsecured revolving credit facility that matures in June 2016.
Both TGPL and NWP are co-borrowers for up to $400 million each
under the WPZ revolver.  Debt maturities for WPZ, TGPL and NWP are
manageable, with the only refinancing for the three companies
through 2014 being a $325 million TGPL note maturity in 2012.  The
WPZ revolver has a maximum consolidated debt to EBITDA ratio of
5.0 to 1.0; no greater than 5.5 to 1.0 following acquisitions of
$50 million or more.  In addition, debt to capitalization for TGPL
and NWP can be no greater than 65%.  There are $0 borrowings under
the WPZ revolver.

Catalysts for Future Rating Actions: Possible catalysts for
positive rating actions at WMB include consolidated and parent
company standalone de-leveraging, lowered business risk, and
improving credit quality at WPZ.  Possible catalysts for positive
rating actions at WPZ include increasing scale and diversity of
assets, a greater percentage of revenues generated from pipelines
and other fixed-fee assets, and maintenance of strong credit
measures under a less favorable commodity price environment.  A
possible catalyst for positive rating actions at TGPL and NWP is a
WPZ upgrade.

Possible catalysts for negative rating actions for WMB include
increasing leverage, a rating downgrade at WPZ, and poor
performance from Canadian and olefins operations.  Possible
catalysts for negative rating actions at WPZ include increasing
commodity risk and materially weaker financial performance. A
possible catalyst for negative ratings action at TGPL and NWP is a
WPZ downgrade.

Fitch affirms the following ratings with a Stable Outlook:

The Williams Companies, Inc.

  -- IDR at 'BBB-';
  -- Senior unsecured debt at 'BBB-';
  -- Junior subordinated convertible debentures at 'BB'.

Fitch affirms the following ratings with a Positive Outlook:

Williams Partners L.P.

  -- IDR at 'BBB-';
  -- Senior unsecured debt at 'BBB-'.

Williams Partners Finance Corporation

  -- IDR at 'BBB-';
  -- Senior unsecured debt at 'BBB-'.

Transcontinental Gas Pipeline Company, LLC

  -- IDR at 'BBB';
  -- Senior unsecured debt at 'BBB'.

Northwest Pipeline GP

  -- IDR at 'BBB';
  -- Senior unsecured debt at 'BBB'.


WINCHESTER ESTATES: Case Summary & 5 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Winchester Estates L.L.C.
        23 Oxford Road
        Oxford, CT 06478

Bankruptcy Case No.: 12-30611

Chapter 11 Petition Date: March 16, 2012

Court: U.S. Bankruptcy Court
       District of Connecticut (New Haven)

Judge: Lorraine Murphy Weil

Debtor's Counsel: Kenneth E. Lenz, Esq.
                  THE LENZ LAW FIRM
                  P.O. Box 965
                  236 Boston Post Road 2nd Floor
                  Orange, CT 06477
                  Tel: (203) 891-9800
                  Fax: (203) 799-0681
                  E-mail: bkyecf@lenzlawfirm.com

Scheduled Assets: $6,675,000

Scheduled Liabilities: $4,915,929

The Company's list of its five largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/ctb12-30611.pdf

The petition was signed by Aurora Rosa, managing member.


WSG TRACE: Case Summary & 8 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: WSG Trace Fork, L.P.
        P.O. Box 546918
        Miami Beach, FL 33154

Bankruptcy Case No.: 12-11756

Chapter 11 Petition Date: March 16, 2012

Court: United States Bankruptcy Court
       Eastern District of Virginia (Alexandria)

Debtor's Counsel: Lawrence Allen Katz, Esq.
                  LEACH TRAVELL BRITT PC
                  8270 Greensboro Drive
                  Suite 1050
                  McLean, VA 22102
                  Tel: (703) 584-8362
                  Fax: (703) 584-8901
                  E-mail: lkatz@ltblaw.com

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

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

A copy of the list of eight largest unsecured creditors is
available for free at http://bankrupt.com/misc/vaeb12-11756.pdf

The petition was signed by Eric D. Sheppard, president of WSG
Trace Fork GP, LLC, general partner.

Affiliates that filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
ATL 2130 LP                            11-76017   09/06/11
WSG Dulles GL, LLC                     12-11151   02/23/12
WSG Dulles, L.P.                       12-11149   02/23/12


YRC WORLDWIDE: Paul Liljegren Resigns from All Positions
--------------------------------------------------------
Paul F. Liljegren, Senior Vice President-Finance, Corporate
Controller and Chief Accounting Officer, will resign from YRC
Worldwide Inc. to pursue a new career opportunity outside the
less-than-truckload industry, effective March 23, 2012.

                      About YRC Worldwide

Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that through
wholly owned operating subsidiaries offers its customers a wide
range of transportation services.  These services include global,
national and regional transportation as well as logistics.

The Company reported a net loss of $354.41 million in 2011, a
net loss of $327.77 million in 2010, and a net loss of $619.47
million in 2009.

The Company's balance sheet at Dec. 31, 2011, showed $2.48 billion
in total assets, $2.84 billion in total liabilities and a $358.61
million total shareholders' deficit.

For 2011, the Company's independent auditors expressed substantial
doubt about the Company's ability to continue as a going concern.
KPMG LLP, in Kansas City, Missouri, noted that the Company has
experienced recurring net losses from continuing operations and
operating cash flow deficits and forecasts that it will not be
able to comply with certain debt covenants through 2012.

                           *     *     *

In January 2011, Standard & Poor's Ratings Services placed its
'CCC-' corporate credit rating on YRC Worldwide Inc. (YRCW) on
CreditWatch developing.  At the same time, S&P is withdrawing the
existing issue level ratings on Yellow Corp.'s senior unsecured
debt, given the negligible amounts outstanding.

"The ratings on Overland Park, Kan.-based YRCW reflect its near-
term liquidity challenges, meaningful off-balance-sheet contingent
obligations related to multiemployer pension plans, as well as its
participation in the competitive, capital-intensive, and cyclical
trucking industry," said Standard & Poor's credit analyst Anita
Ogbara.  "YRCW's substantial (albeit deteriorating) market
position in the less-than-truckload (LTL) sector, which has high
barriers to entry, partially offsets these characteristics.  We
characterize YRCW's business profile as weak, financial profile as
highly leveraged, and liquidity as weak."

In the Aug. 2, 2011, edition of the TCR, Moody's Investors Service
revised YRC Worldwide Inc.'s Probability of Default Rating ("PDR")
to Caa2\LD ("Limited Default") from Caa3 in recognition of the
agreed debt restructuring which will result in losses for certain
existing debt holders.  In a related action Moody's has raised
YRCW's Corporate Family Rating to Caa3 from Ca to reflect modest
but critical improvements in the company's credit profile that
should result from its recently-completed financial restructuring.
The positioning of YRCW's PDR at Caa2\LD reflects the completion
of an offer to exchange a substantial majority of the company's
outstanding credit facility debt for new senior secured credit
facilities, convertible unsecured notes, and preferred equity,
which was completed on July 22, 2011.

As reported by the TCR on May 5, 2011, Fitch Ratings downgraded
YRC's Issuer default rating to 'C' from 'CC'; Secured bank credit
facility rating downgraded to 'CCC/RR2' from 'B-/RR2'; and Senior
unsecured rating affirmed at 'C/RR6'.  In addition, Fitch has
removed YRCW's ratings from Rating Watch Negative.  Fitch said
that although it appears increasingly likely that the company will
successfully complete the restructuring, until the transactions
constituting the restructuring close, which is not anticipated
until late July 2011, there exists a potential for the transaction
to fail, in which case Fitch expects the company would be forced
to file for Chapter 11 bankruptcy protection.


ZOO ENTERTAINMENT: David Smith Holds 70.9% Equity Stake
-------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, David Smith and his affiliates disclosed
that, as of March 9, 2012, they beneficially own 20,926,159 shares
of common stock of Zoo Entertainment, Inc., which represents 70.9%
of the shares outstanding.  As previously reported by the TCR on
March 12, 2012, Mr. Smith and his affiliates disclosed that, as of
Feb. 29, 2012, they beneficially own 2,216,290 shares of common
stock of Zoo Entertainment, Inc., representing 26.5% of the shares
outstanding.

On March 9, 2012, Zoo Entertainment, Zoo Games, Inc., Zoo
Publishing, Inc., and indiePub, Inc., as borrowers, entered into a
Loan and Security Agreement with MMB Holdings LLC, as lender,
pursuant to which MMB agreed to provide the Borrowers with loans
in an aggregate principal amount of up to $4,381,110, subject to
the terms and conditions of the Loan Agreement.  The Borrowers
borrowed $2,414,158 under the Loan Agreement on March 9, 2012, and
another $688,680 under the Loan Agreement on March 13, 2012.  They
are expected to borrow the remaining $1,278,272 in one or more
drawdowns on or before Sept. 30, 2012, subject to the terms and
conditions of the Loan Agreement. Under those terms and
conditions, the Lender may refuse to fund any such drawdown if the
Lender disapproves, in its sole and absolute discretion, with the
Borrowers' proposed use of the proceeds from such drawdown.

A copy of the amended Schedule is available for free at:

                        http://is.gd/x58Wlx

                      About Zoo Entertainment

Cincinnati, Ohio-based Zoo Entertainment, Inc. (NASDAQ CM: ZOOG)
is a developer, publisher and distributor of interactive
entertainment for Internet-connected consoles, handheld gaming
devices, PCs, and mobile devices.

The Company reported a net loss of $19.74 million on $8.59 million
of revenue for the nine months ended Sept. 30, 2011, compared with
a net loss of $837,000 on $43.71 million of revenue for the same
period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $6.19
million in total assets, $13.03 million in total liabilities and a
$6.84 million total stockholders' deficit.

As reported in the TCR on Apr 26, 2011, EisnerAmper LLP, in
Edison, N.J., expressed substantial doubt about Zoo
Entertainment's ability to continue as a going concern, following
the Company's 2010 results.  The independent auditors noted that
the Company has both incurred losses and experienced net cash
outflows from operations since inception.


ZOO ENTERTAINMENT: Has $4.4 Million Loan Pact with MMB Holdings
---------------------------------------------------------------
Zoo Entertainment, Inc., Zoo Games, Inc., Zoo Publishing, Inc.,
and indiePub, Inc., and MMB Holdings LLC, entered into a Loan and
Security Agreement pursuant to which Lender agreed to provide the
Borrowers with loans:

   (a) for purposes of paying and satisfying most of the
       Borrowers' obligations under that certain Second Amended
       and Restated Factoring and Security Agreement, dated as of
       Oct. 28, 2011, as amended by (i) the First Amendment
       thereto, dated as of Jan. 5, 2012, (ii) the Second
       Amendment thereto, dated as of Jan. 30, 2012, (iii) the
       Third Amendment thereto, dated as of Feb. 14, 2012, and
       (iv) the Fourth Amendment thereto, dated as of Feb. 29,
       2012;

   (b) for purposes of settling, at a discount, along with the
       issuance of an aggregate of 2,411,429 shares of Company
       Common Stock, $0.001 par value per share and 365,000
       warrants, certain claims existing on or prior to the
       Closing Date of unsecured creditors of the Borrowers; and

   (c) for other purposes permitted under the Loan Agreement.

The entry into the Loan Agreement was authorized by a Special
Committee of the Board of Directors of Zoo Entertainment.

Under the Loan Agreement, Borrowers borrowed $2,414,158 on March
9, 2012, ($1,831,110 of which will be used solely for purposes of
paying and satisfying most of the Borrowers' obligations under the
Factoring Agreement) and $688,680 on March 13, 2012.  Borrowers
may borrow up to an additional $1,278,272 in one or more draw
downs on or before Sept. 30, 2012, subject to the terms and
conditions of the Loan Agreement.  Under the Loan Agreement's
terms and conditions, Lender may refuse any and all additional
draw downs requested by Borrowers in its sole and absolute
discretion, including if Lender does not approve of the purposes
of such draw downs for any reason.  The interest rate under the
Loan Agreement is ten percent (10%) per annum or eighteen percent
(18%) per annum upon the occurrence of an event of default.  The
maturity date of the loans is March 31, 2014.

The loans under the Loan Agreement are secured by a first priority
security interest on all of the assets of Borrowers.  At any time
during the term of the Loan Agreement, Lender may convert all or
part of loan balance into Zoo Shares at conversion price of $0.40
per share.  In connection with the Loan Agreement, Zoo issued
Lender a warrant to purchase 10,952,775 Zoo Shares at $0.40 per
share.  The Lender Warrant may be exercised any time prior to
March 31, 2017.  Zoo Entertainment agreed to provide Lender with
certain registration rights with respect to Zoo Shares issued in
connection with the Loan Agreement and Lender Warrant.  The Loan
Agreement contains representations and warranties and affirmative
and negative covenants as negotiated by the parties thereto.

MMB, a limited liability company organized under the laws of
Delaware, is owned by a consortium of investors, including (i)
Mojobear Capital, LLC, which serves as the managing member of MMB
and is, in turn, owned and controlled by David E. Smith, a former
director of the Company, (ii) Jay A. Wolf, Executive Chairman of
the Board of Directors of the Company, (iii) Columbia Pacific
Opportunity Fund, LP, and (iv) certain other investors.

                      About Zoo Entertainment

Cincinnati, Ohio-based Zoo Entertainment, Inc. (NASDAQ CM: ZOOG)
is a developer, publisher and distributor of interactive
entertainment for Internet-connected consoles, handheld gaming
devices, PCs, and mobile devices.

The Company reported a net loss of $19.74 million on $8.59 million
of revenue for the nine months ended Sept. 30, 2011, compared with
a net loss of $837,000 on $43.71 million of revenue for the same
period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $6.19
million in total assets, $13.03 million in total liabilities and a
$6.84 million total stockholders' deficit.

As reported in the TCR on Apr 26, 2011, EisnerAmper LLP, in
Edison, N.J., expressed substantial doubt about Zoo
Entertainment's ability to continue as a going concern, following
the Company's 2010 results.  The independent auditors noted that
the Company has both incurred losses and experienced net cash
outflows from operations since inception.


* Junk Companies' Liquidity Remains Steady in Mid-March
-------------------------------------------------------
Moody's Liquidity-Stress Index (LSI) held steady at 4.1% in mid-
March from its February level. It remains at a historically low
level, says Moody's Investors Service in its latest SGL
Monitor.

"The Liquidity -- Stress Index for the US and Canada remains
within the tight range it has held for the past year, and is just
slightly higher than the 3.9% record-low posted in June to August
2011," said John Puchalla, a Moody's Vice President -- Senior
Credit Officer.  "The index, which increases when speculative-
grade liquidity appears to decrease, continues to signal that
liquidity levels are healthy for high-yield companies and the
default rate should remain low."

"Corporates seem to be managing current liquidity pressures,"
added Puchalla, "And investor thirst for yield, which is powering
the recent high-yield bond issuance boom, seems to indicate that
the LSI will remain low."

Moody's proprietary Liquidity-Stress Index falls when corporate
liquidity appears to improve and rises when it appears to weaken.
Moody's notes that the US speculative-grade default rate is more
highly correlated with the LSI than with its Speculative-Grade
Liquidity (SGL) rating downgrade rate.  Thus, even though monthly
SGL downgrades have continued to outnumber upgrades since mid-
2011, the dip in the LSI from a recent peak of 4.5% in December
2011 is consistent with Moody's projection that the US
speculative-grade default rate will start to decline in November
2012.

An SGL rating is an assessment of a speculative-grade company's
intrinsic liquidity position over the coming 12-15 months.
Moody's Covenant-Stress Index (MCSI) declined slightly in February
to 2.7% -- from 2.9.% in January -- with the low reading
reflecting increased covenant headroom for corporates. The Index
remains up from the recent low of 1.8% recorded in July and August
2011 but well off the high of 17.3% posted in March 2009.

The index measures the extent to which speculative-grade companies
are likely to default or have already defaulted on covenants, and
rises when covenant cushion appears to decrease.


* Lehman Brothers Makes Up 91% of All February Claims Trading
-------------------------------------------------------------
SecondMarket Inc.'s February 2012 Claims Traded Monthly report
says bankruptcy claim transfers soared in February with 3,182
unique trades.  According to SecondMarket, 2,889 unique Lehman
Brothers Holdings, Inc., trades accounted for 91% of total
February trading volume.  The spike in Lehman trades was most
likely in anticipation of the firm emerging from Chapter 11, which
took place on March 6.  While LBHI continued to trade heavily, it
was not representative of the overall market as there were only
293 other transfers in the month of February, valued at just over
$100 million.  Lehman also kept the top spot by dollar amount,
with $3.21 billion in claims traded.

MF Global was second in amount of claims traded with $10.96
million in face value of claims changing hands. MF Global is
considered to be the eighth largest bankruptcy case in U.S.
corporate history.

In number of trades, liquidating discount retailer Filene's
Basement LLC kept second place with 59 trades in February for a
total of $1.7 million.  Filene's continues to trade at high levels
despite average transfers substantially less than $1 million.

According to SecondMarket, the value of new filings dropped 78% to
$1.9 billion in February, the lowest in 6 months, with only 12
companies filing for bankruptcy protection.  The largest filing
was Global Aviation Holdings, Inc. which declared debt of more
than $493 million, reflecting 25% of the total liabilities filed
in February.  As the biggest provider of charter flights from the
U.S. military, Global Aviation Holdings' business was negatively
impacted by the decline in military flights to the Middle East.

In the past year, more than $32.1 billion in face amount of Lehman
claims were traded.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In Bong Cho
   Bankr. C.D. Calif. Case No. 12-17214
      Chapter 11 Petition filed February 29, 2012

In Eurus Cady
   Bankr. C.D. Calif. Case No. 12-12620
      Chapter 11 Petition filed February 29, 2012

In Irma Gonzalez
   Bankr. C.D. Calif. Case No. 12-15008
      Chapter 11 Petition filed February 29, 2012

In John Young
   Bankr. C.D. Calif. Case No. 12-17440
      Chapter 11 Petition filed February 29, 2012

In Juan Montanez
   Bankr. C.D. Calif. Case No. 12-10834
      Chapter 11 Petition filed February 29, 2012

In Re Lucky Lou's Bar & Grill, Inc.
   Bankr. D. Conn. Case No. 12-20401
      Chapter 11 Petition filed February 29, 2012
         See http://bankrupt.com/misc/ctb12-20401.pdf
         represented by: Anthony S. Novak, Esq.
                         Chorches & Novak, P.C.
                         E-mail: AnthonySNovak@aol.com

In Re A.F.S.B.O., Inc.
   Bankr. M.D. Fla. Case No. 12-02867
      Chapter 11 Petition filed February 29, 2012
         filed pro se
         See http://bankrupt.com/misc/flmb12-02867.pdf

In Claudio Bohorquez
   Bankr. M.D. Fla. Case No. 12-01311
      Chapter 11 Petition filed February 29, 2012

In James Morgan
   Bankr. M.D. Fla. Case No. 12-01274
      Chapter 11 Petition filed February 29, 2012

In Monique Terry
   Bankr. M.D. Fla. Case No. 12-01275
      Chapter 11 Petition filed February 29, 2012

In Re Sunshine Investments Limited Liability Company
        dba Sunshine Mobile Home Park
   Bankr. M.D. Fla. Case No. 12-03061
      Chapter 11 Petition filed February 29, 2012
         See http://bankrupt.com/misc/flmb12-03061.pdf
         represented by: Joel S. Treuhaft, Esq.
                         E-mail:  jstreuhaft@yahoo.com

In Re Christian Zitzmann, Trust
   Bankr. S.D. Fla. Case No. 12-14883
      Chapter 11 Petition filed February 29, 2012
         filed pro se
         See http://bankrupt.com/misc/flsb12-14883.pdf

In Re Eastpoint Suppliers, Inc.
   Bankr. S.D. Fla. Case No. 12-14915
      Chapter 11 Petition filed February 29, 2012
         See http://bankrupt.com/misc/flsb12-14915.pdf
         represented by: Jacqueline Calderin, Esq.
                         E-mail: jc@ecccounsel.com

In Re QRP Rimrock LLC
        fka Qayum Investments Properties LLC
   Bankr. D. Mont. Case No. 12-60271
      Chapter 11 Petition filed February 29, 2012
         See http://bankrupt.com/misc/mtb12-60271.pdf
         represented by: James A. Patten, Esq.
                         E-mail: japatten@ppbglaw.com

In Cyril Alonzo
   Bankr. D. Nev. Case No. 12-12252
      Chapter 11 Petition filed February 29, 2012

In Re 416 Suydam Management LLC
   Bankr. E.D.N.Y. Case No. 12-41490
      Chapter 11 Petition filed February 29, 2012
         See http://bankrupt.com/misc/nyeb12-41490.pdf
         represented by: Richard Tanenbaum, Esq.
                         E-mail: nybankruptcy@gmail.com

In Re Aniqa Halal Live Poultry Corp.
   Bankr. E.D.N.Y. Case No. 12-41509
      Chapter 11 Petition filed February 29, 2012
         See http://bankrupt.com/misc/nyeb12-41509.pdf
         represented by: Lawrence Morrison, Esq.
                           E-mail: morrlaw@aol.com

In Edward Courtney
   Bankr. W.D. Pa. Case No. 12-20998
      Chapter 11 Petition filed February 29, 2012

In Adam Skagen
   Bankr. W.D. Wash. Case No. 12-12068
      Chapter 11 Petition filed February 29, 2012

In Lavonne Carrell
   Bankr. W.D. Wash. Case No. 12-11981
      Chapter 11 Petition filed February 29, 2012

In Re Daeros Pacific Group, LLC
   Bankr. D. Ariz. Case No. 12-03992
      Chapter 11 Petition filed March 1, 2012
         See http://bankrupt.com/misc/azb12-03992.pdf
         represented by: Charles R. Hyde, Esq.
                         Law Offices of C.R. Hyde
                         E-mail: crhyde@gmail.com

In Arthur Rabano
   Bankr. C.D. Calif. Case No. 12-12013
      Chapter 11 Petition filed March 1, 2012

In Conrad Petermann
   Bankr. C.D. Calif. Case No. 12-10885
      Chapter 11 Petition filed March 1, 2012

In Guan Diau
   Bankr. C.D. Calif. Case No. 12-12673
      Chapter 11 Petition filed March 1, 2012

In Re Marvel Properties, LLC
   Bankr. D. Colo. Case No. 12-13704
      Chapter 11 Petition filed March 1, 2012
         filed pro se

In Re Affordable Inc. Arthur Air Conditioning
   Bankr. M.D. Fla. Case No. 12-03102
      Chapter 11 Petition filed March 1, 2012
         See http://bankrupt.com/misc/flmb12-03102.pdf
         represented by: Barbara M. Brown-Emery, Esq.
                         Emery Law and Mediation, P.A.
                         E-mail: barbara@emerylaw.org

In Jack Shanklin
   Bankr. M.D. Fla. Case No. 12-01330
      Chapter 11 Petition filed  March 1, 2012

In Re Martinez Mexican Restaurant, Inc.
        fka Acapulco Mexican Resturant
        dba Acapulco Mexican Restaurant
   Bankr. M.D. Fla. Case No. 12-01332
      Chapter 11 Petition filed March 1, 2012
         See http://bankrupt.com/misc/flmb12-01332.pdf
         represented by: Brett A. Mearkle, Esq.
                         Law Office of Brett A. Mearkle
                         E-mail: bmearkle@mearklelaw.com

In Re Natural-Link, Inc.
   Bankr. M.D. Fla. Case No. 12-02698
      Chapter 11 Petition filed March 1, 2012
         filed pro se
         See http://bankrupt.com/misc/flmb12-02698.pdf

In Re The Lisieux-Atlantic Realty Group, LLC
   Bankr. D. Mass. Case No. 12-30296
      Chapter 11 Petition filed March 1, 2012
         See http://bankrupt.com/misc/mab12-30296.pdf
         represented by: Jonathan R. Goldsmith, Esq.
                         Law Offices of Jonathan R. Goldsmith
                         E-mail: bankrdocs@jgoldsmithlaw.com

In Re 4208 Rolling Stone Dr Trust
   Bankr. D. Nev. Case No. 12-12363
      Chapter 11 Petition filed March 1, 2012
         See http://bankrupt.com/misc/nvb12-12363.pdf
         represented by: Ryan Alexander, Esq.
                         Law Offices Of Ryan Alexander
                         E-mail: ryan@thefirm-lv.com

In Re A&R Automotive
   Bankr. D. N.J. Case No. 12-15361
      Chapter 11 Petition filed March 1, 2012
         See http://bankrupt.com/misc/njb12-15361.pdf
         represented by: Santo J. Bonanno, Esq.
                         E-mail: santobonanno@optonline.net

In Evelyn Maggio
   Bankr. D. N.J. Case No. 12-15302
      Chapter 11 Petition filed March 1, 2012

In Re Lattuca Enterprises, LLC
   Bankr. W.D.N.Y. Case No. 12-10604
      Chapter 11 Petition filed March 1, 2012
         See http://bankrupt.com/misc/nywb12-10604.pdf
         represented by: Richard J. Steiner, Esq.
                         Steiner & Blotnik
                         E-mail: rsteiner@steinerblotnik.com

In Re Herman J. Heyl Florists and Greenhouse, Inc.
        aka Herman J. Heyl Florist and Greenhouse, Inc.
   Bankr. W.D. Pa. Case No. 12-21047
      Chapter 11 Petition filed March 1, 2012
         See http://bankrupt.com/misc/pawb12-21047.pdf
         represented by: Christopher M. Frye, Esq.
                         Steidl & Steinberg
                         E-mail: chris.frye@steidl-steinberg.com

In Re Kamakshi Inc.
   Bankr. W.D. Pa. Case No. 12-21054
      Chapter 11 Petition filed March 1, 2012
         See http://bankrupt.com/misc/pawb12-21054p.pdf
         See http://bankrupt.com/misc/pawb12-21054c.pdf
         represented by: Michael J. Hudock, III, Esq.
                         Michael J. Hudock and Associates PC
                         E-mail: michaelhudock@comcast.net

In Marsha Stein
   Bankr. W.D. Pa. Case No. 12-21057
      Chapter 11 Petition filed March 1, 2012

In Michael Meeks
   Bankr. W.D. Pa. Case No. 12-21049
      Chapter 11 Petition filed March 1, 2012

In Re Action Environmental, Inc.
   Bankr. E.D. Tenn. Case No. 12-11122
      Chapter 11 Petition filed March 1, 2012
         See http://bankrupt.com/misc/tneb12-11122p.pdf
         See http://bankrupt.com/misc/tneb12-11122c.pdf
         represented by: W. Thomas Bible, Esq.
                         E-mail: melinda@tombiblelaw.com

In Re Whispering Pines, Inc.
   Bankr. E.D. Va. Case No. 12-70896
      Chapter 11 Petition filed March 1, 2012
         filed pro se
         See http://bankrupt.com/misc/vaeb12-70896.pdf


In Jason Purcell
   Bankr. D. Ariz. Case No. 12-04184
      Chapter 11 Petition filed March 5, 2012

In Michael Byrne
   Bankr. D. Ariz. Case No. 12-04197
      Chapter 11 Petition filed March 5, 2012


In Abolfazl Shajari
   Bankr. C.D. Calif. Case No. 12-17843
      Chapter 11 Petition filed March 5, 2012

In Douglas Gabrielson
   Bankr. C.D. Calif. Case No. 12-15503
      Chapter 11 Petition filed March 5, 2012

In Enrique Hernandez
   Bankr. C.D. Calif. Case No. 12-12832
      Chapter 11 Petition filed March 5, 2012


In Francisco Sanchez
   Bankr. C.D. Calif. Case No. 12-10927
      Chapter 11 Petition filed March 5, 2012

In Liliana Ghobrial
   Bankr. C.D. Calif. Case No. 12-15519
      Chapter 11 Petition filed March 5, 2012


In Loretta Stehlik
   Bankr. C.D. Calif. Case No. 12-12813
      Chapter 11 Petition filed March 5, 2012

In Mike Huante
   Bankr. C.D. Calif. Case No. 12-17789
      Chapter 11 Petition filed March 5, 2012

In Sharon Wright
   Bankr. C.D. Calif. Case No. 12-15623
      Chapter 11 Petition filed March 5, 2012

In Shelia Scott
   Bankr. C.D. Calif. Case No. 12-17909
      Chapter 11 Petition filed March 5, 2012


In Re Pechin Enterprises, Inc.
        dba Williamsville Country Store
   Bankr. D. Dela. Case No. 12-10792
      Chapter 11 Petition filed March 5, 2012
         See http://bankrupt.com/misc/deb12-10792p.pdf
         See http://bankrupt.com/misc/deb12-10792c.pdf
         represented by: Donna L. Harris, Esq.
                         Pinckney, Harris & Weidinger, LLC
                         E-mail: dharris@phw-law.com

In Chu Nguyen
   Bankr. M.D. Fla. Case No. 12-02837
      Chapter 11 Petition filed March 5, 2012

In Re Tequendama, Inc.
        dba Kaffe Krystal Nightclub
   Bankr. S.D. Fla. Case No. 12-15408
      Chapter 11 Petition filed March 5, 2012
         See http://bankrupt.com/misc/flsb12-15408p.pdf
         See http://bankrupt.com/misc/flsb12-15408c.pdf
         represented by: Nicole Testa Mehdipour, Esq.
                         E-mail: nicole.mehdipour@ntmlawfirm.com

In Donald Roberts
   Bankr. N.D. Ga. Case No. 12-55868
      Chapter 11 Petition filed March 5, 2012

In Re Georgia Professional Construction, Inc.
   Bankr. N.D. Ga. Case No. 12-70896
      Chapter 11 Petition filed March 5 2012
         filed pro se

In Re Jacobs Administrative Services LLC
   Bankr. N.D. Ga. Case No. 12-10651
      Chapter 11 Petition filed March 5, 2012
         See http://bankrupt.com/misc/ganb12-10651.pdf
         represented by: Leonard R. Medley, III, Esq.
                         Medley & Kosakoski, LLC
                         E-mail: leonard@mkalaw.com

In Bonnie Gray
   Bankr. N.D. Ill. Case No. 12-08631
      Chapter 11 Petition filed March 5, 2012

In Re Hometown Painting, Inc.
   Bankr. N.D. Ill. Case No. 12-08563
      Chapter 11 Petition filed March 5, 2012
         See http://bankrupt.com/misc/ilnb12-08563.pdf
         represented by: John J. Lynch, Esq.
                         Law Offices of John J Lynch, P.C.
                         E-mail: jjlynch@jjlynchlaw.com

In Michael Michel
   Bankr. D. Kan. Case No. 12-20547
      Chapter 11 Petition filed March 5, 2012

In Re Family Tree Garden Center, Inc.
   Bankr. W.D. Mich. Case No. 12-02001
      Chapter 11 Petition filed March 5, 2012
         See http://bankrupt.com/misc/miwb12-02001.pdf
         represented by: Robert J. Pleznac, Esq.
                         Pleznac & Associates/Attorneys
                         E-mail: pleznacr@gmail.com

In Re TCI LADUE, LLC
   Bankr. D. Nev. Case No. 12-12468
      Chapter 11 Petition filed March 5, 2012
         See http://bankrupt.com/misc/nvb12-12468.pdf
         represented by: Zachariah Larson, Esq.
                         Marquis Aurbach Coffing
                         E-mail: cshurtliff@maclaw.com

In Re G.S. Entertainment Productions, LLC
   Bankr. D. N.J. Case No. 12-15669
      Chapter 11 Petition filed March 5, 2012
         See http://bankrupt.com/misc/njb12-15669.pdf
         represented by: Anthony Sodono, III, Esq.
                         Trenk, DiPasquale, et al.
                         E-mail: asodono@trenklawfirm.com


In Re H.E. Judson Development Corp.
        dba Spring Valley Mobil, Gas Account
   Bankr. S.D.N.Y. Case No. 12-22475
      Chapter 11 Petition filed March 5, 2012
         See http://bankrupt.com/misc/nysb12-22475.pdf
         represented by: Robert S. Lewis, Esq.
                         E-mail: robert.lewlaw1@gmail.com

In Re North East Transfer, Inc.
   Bankr. M.D. Pa. Case No. 12-01280
      Chapter 11 Petition filed March 5, 2012
         See http://bankrupt.com/misc/pamb12-01280.pdf
         represented by: Jeffrey Dean Servin, Esq.
                         E-mail: JDServin@comcast.net

In Re Birmingham Property Services, LLC
   Bankr. W.D. Pa. Case No. 12-21117
      Chapter 11 Petition filed March 5, 2012
         See http://bankrupt.com/misc/pawb12-21117.pdf
         represented by: Robert E. Dauer, Jr., Esq.
                         Meyer, Unkovic & Scott LLP
                         E-mail:  red@muslaw.com

In Drew Ziccardi
   Bankr. W.D. Pa. Case No. 12-21118
      Chapter 11 Petition filed March 5, 2012


In Juan Ramirez-Rivera
   Bankr. D. Puerto Rico Case No. 12-01665
      Chapter 11 Petition filed March 5, 2012

In Melinda Phillips-Freeman
   Bankr. M.D. Tenn. Case No. 12-02161
      Chapter 11 Petition filed March 5, 2012

In Re SJC Properties I, LLC
   Bankr. W.D. Tenn. Case No. 12-22421
      Chapter 11 Petition filed March 5, 2012
         See http://bankrupt.com/misc/tnwb12-22421.pdf
         represented by: Harry Cash, Esq.
                         Grand, Konvalinka & Harrison, PC
                         E-mail:  hcash@gkhpc.com


In Re Wiseman, Inc.
       dba Tile & Marble Clearinghouse
       dba Daneya & Assoc.
   Bankr. E.D. Texas Case No. 12-40569
      Chapter 11 Petition filed March 5, 2012
         See http://bankrupt.com/misc/txeb12-40569.pdf
         represented by: Joyce W. Lindauer, Esq.
                         E-mail: courts@joycelindauer.com

In Re 13978 Hughes Lane LP
   Bankr. N.D. Texas Case No. 12-31454
      Chapter 11 Petition filed March 5, 2012
         See http://bankrupt.com/misc/txnb12-31454.pdf
         represented by: Kenneth F. Nye, Esq.

In Re Bomedi, Inc.
        dba Safeway Mart Chevron
   Bankr. N.D. Texas Case No. 12-31439
      Chapter 11 Petition filed March 5, 2012
         See http://bankrupt.com/misc/txnb12-31439.pdf
         represented by: Joyce W. Lindauer, Esq.
                         E-mail: courts@joycelindauer.com

In Lori Kruse
   Bankr. N.D. Texas Case No. 12-31383
      Chapter 11 Petition filed March 5, 2012

In Philip Wetzel
   Bankr. N.D. Texas Case No. 12-31421
      Chapter 11 Petition filed March 5, 2012

In Steven Davis II
   Bankr. N.D. Texas Case No. 12-41378
      Chapter 11 Petition filed March 5, 2012

In Re Todays Management Services, Inc.
   Bankr. N.D. Texas Case No. 12-41323
      Chapter 11 Petition filed March 5, 2012
         See http://bankrupt.com/misc/txnb12-41323.pdf
         represented by: James Bo M. Brown, Jr., Esq.
                         E-mail: jamesbobrown@aol.com

In Re Westmoreland GEI, Ltd.
   Bankr. N.D. Texas Case No. 12-41424
      Chapter 11 Petition filed March 5, 2012
         See http://bankrupt.com/misc/txnb12-41424.pdf
         represented by: Jeff P. Prostok, Esq.
                         Forshey & Prostok, LLP
                         E-mail: jpp@forsheyprostok.com


In Re AAction Mulch of Texas, Inc.
   Bankr. S.D. Texas Case No. 12-31784
      Chapter 11 Petition filed March 5, 2012
         See http://bankrupt.com/misc/txsb12-31784.pdf
         represented by: Andrew Haut, Esq.
                         Middagh & Lane
                         E-mail: ahaut@andrewhautlaw.com

In Re Chasseur, LP
   Bankr. S.D. Texas Case No. 12-31777
      Chapter 11 Petition filed March 5, 2012
         See http://bankrupt.com/misc/txsb12-31777.pdf
         represented by: Michael J. Durrschmidt, Esq.
                         Hirsch & Westheimer
                         E-mail: mdurrschmidt@hirschwest.com

In Re Gal Gate, LLP
   Bankr. S.D. Texas Case No. 12-31780
      Chapter 11 Petition filed March 5, 2012
         See http://bankrupt.com/misc/txsb12-31780.pdf
         represented by: Michael J. Durrschmidt, Esq.
                         Hirsch & Westheimer
                         E-mail: mdurrschmidt@hirschwest.com

In Re Griffin Parkway Investments & Development, LP
   Bankr. S.D. Texas Case No. 12-70159
      Chapter 11 Petition filed March 5, 2012
         See http://bankrupt.com/misc/txsb12-70159.pdf
         represented by: Jose Luis Flores, Esq.
                         E-mail: bklaw@jlfloreslawfirm.com

In Re DMB Properties, Ltd.
   Bankr. W.D. Texas Case No. 12-50702
      Chapter 11 Petition filed March 5, 2012
         See http://bankrupt.com/misc/txwb12-50702.pdf
         represented by: William R. Davis, Jr., Esq.
                         Langley & Banack, Inc.
                         E-mail: wrdavis@langleybanack.com

In Pang Vue
   Bankr. W.D. Wis. Case No. 12-11164
      Chapter 11 Petition filed March 5, 2012


In Carniceria Perez
   Bankr. C.D. Calif. Case No. 12-15725
      Chapter 11 Petition filed March 6, 2012

In Fidel Sanchez
   Bankr. C.D. Calif. Case No. 12-18016
      Chapter 11 Petition filed March 6, 2012

In Re Jaff Properties LLC
   Bankr. C.D. Calif. Case No. 12-18127
      Chapter 11 Petition filed March 6, 2012
         See http://bankrupt.com/misc/cacb12-18127.pdf
         represented by: Gene W. Choe, Esq.
                            E-mail: maria@choicelaw.org

In Re Sung Jae Enterprises, Inc.
        dba Rutledge Grocery
   Bankr. M.D. Ga. Case No. 12-30347
      Chapter 11 Petition filed March 6, 2012
         See http://bankrupt.com/misc/gamb12-30347.pdf
         represented by: Hoang The Nguyen, Esq.
                         E-mail: thehoang@yahoo.com

In William Phillips
   Bankr. W.D. Ky. Case No. 12-31047
      Chapter 11 Petition filed March 6, 2012

In Re Aer Services, Inc.
   Bankr. D. Md. Case No. 12-14097
      Chapter 11 Petition filed March 6, 2012
         See http://bankrupt.com/misc/mdb12-14097.pdf
         represented by: Richard B. Rosenblatt, Esq.
                         The Law Offices of Richard B. Rosenblatt
                         E-mail: rrosenblatt@rosenblattlaw.com

In Luis Brill
   Marieann Brill
   Bankr. D. Md. Case No. 12-14116
      Chapter 11 Petition filed March 6, 2012

In Alberto Rodriguez
   Bankr. D. N.J. Case No. 12-15836
      Chapter 11 Petition filed March 6, 2012

In Robert Fiss
   Bankr. M.D. Pa. Case No. 12-01293
      Chapter 11 Petition filed March 6, 2012

In Re ChrisCor Investments, LLC
   Bankr. E.D. Texas Case No. 12-60193
      Chapter 11 Petition filed March 6, 2012
         See http://bankrupt.com/misc/txeb12-60193.pdf
         represented by: Carol Cross Stone, Esq.
                         Law Office of Carol Cross Stone
                         E-mail: carolcstone@gmail.com

In Michele Brandt
   Bankr. N.D. Texas Case No. 12-41453
      Chapter 11 Petition filed March 6, 2012

In Re RP Envelope, Inc.
   Bankr. W.D. Texas Case No. 12-50695
      Chapter 11 Petition filed March 5, 2012
         See http://bankrupt.com/misc/txwb12-50695.pdf
         represented by: Kenneth Paul Ferreyro, Esq.
                         Ferreyro Sorace & Assoc LLP
                         E-mail: ferreyrolaw@gmail.com

In Tahna Fischer
   Bankr. D. Utah Case No. 12-22600
      Chapter 11 Petition filed March 6, 2012

In Jannen Golubin
   Bankr. E.D. Va. Case No. 12-11440
      Chapter 11 Petition filed March 6, 2012



In Joseph Palmisano
   Bankr. D. Ariz. Case No. 12-04469
      Chapter 11 Petition filed March 7, 2012

In Re Golden Orance Tree LLC
   Bankr. N.D. Calif. Case No. 12-10673
      Chapter 11 Petition filed March 7, 2012
         See http://bankrupt.com/misc/canb12-10673p.pdf
         See http://bankrupt.com/misc/canb12-10673c.pdf
         represented by: Vince D. Nguyen, Esq.
                         Newton Law Group
                         E-mail: vincen@newtonlawgroup.com

In Vince Ghilarducci
   Bankr. N.D. Calif. Case No. 12-10674
      Chapter 11 Petition filed March 7, 2012

In Re Savanna Grill Inc.
   Bankr. S.D. Calif. Case No. 12-03195
      Chapter 11 Petition filed March 7, 2012
         See http://bankrupt.com/misc/casb12-03195.pdf
         represented by: Alan L. Geraci, Esq.
                         Geraci & Lopez
                         E-mail: alan@gerlop.com

In Re TSC Group, LLC
   Bankr. D. Dela. Case No. 12-10819
      Chapter 11 Petition filed March 7, 2012
         See  http://bankrupt.com/misc/deb12-10819.pdf
         represented by: Christopher A. Ward, Esq.
                         Polsinelli Shughart PC
                         E-mail: cward@polsinelli.com

   In Re Barjan International Limited
      Bankr. D. Dela. Case No. 12-10829
         Chapter 11 Petition filed March 7, 2012
            See http://bankrupt.com/misc/deb12-10829.pdf
            represented by: Christopher A. Ward, Esq.
                            Polsinelli Shughart PC
                            E-mail: cward@polsinelli.com

In Re Struc Tech Construction Co.
   Bankr. S.D. Fla. Case No. 12-15612
      Chapter 11 Petition filed March 7, 2012
         See http://bankrupt.com/misc/flsb12-15612.pdf
         represented by: Bart A Houston, Esq.
                         E-mail: houston@kolawyers.com

In Re MSA Global, Inc.
   Bankr. N.D. Ga. Case No. 12-56371
      Chapter 11 Petition filed March 7, 2012
         filed pro se
         See http://bankrupt.com/misc/ganb12-56371.pdf

In Alvin Booze
   Bankr. D. Md. Case No. 12-14204
      Chapter 11 Petition filed March 7, 2012

In Re Natalie Scardino, LLC
   Bankr. D. N.J. Case No. 12-15924
      Chapter 11 Petition filed March 7, 2012
         See http://bankrupt.com/misc/njb12-15924.pdf
         represented by: John Sywilok, Esq.
                         Godlesky & Sywilok
                         E-mail: sywilokattorney@sywilok.com

In Re LCI Group, LLC
   Bankr. E.D. N.C. Case No. 12-01812
      Chapter 11 Petition filed March 7, 2012
         See http://bankrupt.com/misc/nceb12-01812.pdf
         represented by: J.M. Cook, Esq.
                         E-mail: J.M.Cook@jmcookesq.com

In Re DPNY, Inc.
        dba Domino's Pizza
   Bankr. S.D.N.Y. Case No. 12-10935
      Chapter 11 Petition filed March 7, 2012
         See http://bankrupt.com/misc/nysb12-10935p.pdf
         See http://bankrupt.com/misc/nysb12-10935c.pdf
         represented by: Leslie Ann Berkoff, Esq.
                         Moritt, Hock & Hamroff, LLP
                         E-mail: lberkoff@moritthock.com

In George Schichtel
   Bankr. W.D.N.Y. Case No. 12-10670
      Chapter 11 Petition filed March 7, 2012

In George Ezykowsky
   Bankr. W.D. Pa. Case No. 12-21156
      Chapter 11 Petition filed March 7, 2012

In Re McLaughlin Communications, Inc.
   Bankr. W.D. Pa. Case No. 12-21152
      Chapter 11 Petition filed March 7, 2012
         See http://bankrupt.com/misc/pawb12-21152.pdf
         represented by: Christopher M. Frye, Esq.
                         Steidl & Steinberg
                         E-mail: chris.frye@steidl-steinberg.com

In Re Antioch Oral Surgery Center PLLC
   Bankr. M.D. Tenn. Case No. 12-02270
      Chapter 11 Petition filed March 7, 2012
         See http://bankrupt.com/misc/tnmb12-02270.pdf
         represented by: Kevin Steele Key, Esq.
                         Kevin S. Key
                         E-mail: keykevin@birch.net

In Tim Wilson
   Bankr. S.D. Texas Case No. 12-31912
      Chapter 11 Petition filed March 7, 2012

In Re S&SO Trucking, Inc.
   Bankr. W.D. Va. Case No. 12-70439
      Chapter 11 Petition filed March 7, 2012
         See http://bankrupt.com/misc/vawb12-70439.pdf
         represented by: John M. Lamie, Esq.
                         Browning Lamie & Gifford
                         E-mail: jlamie@blglaw.us

In Ramon Robles
   Bankr. D. Ariz. Case No. 12-04582
      Chapter 11 Petition filed March 8, 2012

In David Chaney
   Bankr. C.D. Calif. Case No. 12-18375
      Chapter 11 Petition filed March 8, 2012

In Kevin Voss
   Bankr. C.D. Calif. Case No. 12-12981
      Chapter 11 Petition filed March 8, 2012

In David Bull
   Bankr. M.D. Fla. Case No. 12-01522
      Chapter 11 Petition filed March 8, 2012

In Re Hillsdale Financial Synergy, LLC
        aka fka Unsually United Universe Unltd Inc.
        aka fka Venture Capital of Bushnell, LLC
   Bankr. M.D. Fla. Case No. 12-03341
      Chapter 11 Petition filed March 8, 2012
         See http://bankrupt.com/misc/flmb12-03341.pdf
         represented by: Tom H. Billiris, Esq.
                         Tom H. Billiris, PA
                         E-mail: tbilliri@tampabay.rr.com

In Glenn Richardson
   Bankr. E.D. N.C. Case No. 12-01843
      Chapter 11 Petition filed March 8, 2012

In Re Philip E. Daniels, Sr.
      Tammy C. Daniels
   Bankr. E.D. N.C. Case No. 12-01818
      Chapter 11 Petition filed March 8, 2012
         See http://bankrupt.com/misc/nceb12-01818.pdf
         represented by: Danny Bradford, Esq.
                         Paul D. Bradford, PLLC
                         E-mail: dbradford@bradford-law.com

In Re Seahawk Development, LLC
   Bankr. E.D. N.C. Case No. 12-01817
      Chapter 11 Petition filed March 8, 2012
         See http://bankrupt.com/misc/nceb12-01817.pdf
         represented by: J.M. Cook, Esq.
                         E-mail: J.M.Cook@jmcookesq.com

In Re The Chrayden & Joshlor Group, LLC
        dba CJ's Toyland
   Bankr. E.D. N.C. Case No. 12-01841
      Chapter 11 Petition filed March 8, 2012
         See http://bankrupt.com/misc/nceb12-01841.pdf
         represented by: Edward D. Dilone, Esq.
                         Dilone and Jones, PLLC
                         E-mail: ed@legalprotector.net

In Leroy Grimm
   Bankr. W.D. Pa. Case No. 12-21178
      Chapter 11 Petition filed March 8, 2012

In Re Roblex Aviation Inc.
   Bankr. D. Puerto Rico Case No. 12-01745
      Chapter 11 Petition filed March 8, 2012
         See http://bankrupt.com/misc/prb12-01745.pdf
         represented by: Rafael Torres Alicea, Esq.
                         Plaza Carolina Station
                         E-mail: ramfis@caribe.net

In Re T.D. Ngo Enterprise, Inc.
        dba Amigo Washateria
   Bankr. S.D. Texas Case No. 12-31942
      Chapter 11 Petition filed March 8, 2012
         See http://bankrupt.com/misc/txsb12-31942.pdf
         represented by: James Q. Pope, Esq.
                         E-mail: ecf@thepopelawfirm.com
In Chang Yu
   Bankr. D. Utah Case No. 12-22735
      Chapter 11 Petition filed March 8, 2012

In Re S&H, Ltd.
        dba Big Fish
   Bankr. W.D. Wash. Case No. 12-12310
      Chapter 11 Petition filed March 8, 2012
         See http://bankrupt.com/misc/wawb12-12310.pdf
         represented by: Darrel B. Carter, Esq.
                         CBG Law Group PLLC
                         E-mail: Darrel@cbglaw.com


In Jerry Smith
   Bankr. N.D. Calif. Case No. 12-42160
      Chapter 11 Petition filed March 9, 2012

In John Carusone
   Bankr. D. Conn. Case No. 12-20519
      Chapter 11 Petition filed March 9, 2012

In Re Loreal Property Management, LLC
   Bankr. D. Conn. Case No. 12-50440
      Chapter 11 Petition filed March 9, 2012
         See http://bankrupt.com/misc/ctb12-50440.pdf
         represented by: Mark M. Kratter, Esq.
                         Kratter & Gustafson, LLC
                         E-mail: laws4ct@aol.com

In Re CDII Trading, Inc.
   Bankr. S.D. Fla. Case No. 12-15810
      Chapter 11 Petition filed March 9, 2012
         See http://bankrupt.com/misc/flsb12-15810p.pdf
         See http://bankrupt.com/misc/flsb12-15810c.pdf
         represented by: Joel M. Aresty, Esq.
                         E-mail: aresty@mac.com

In Jawaid Ahsan
   Bankr. N.D. Ga. Case No. 12-56551
      Chapter 11 Petition filed March 9, 2012

In Stanley Atkins
   Bankr. N.D. Ga. Case No. 12-40770
      Chapter 11 Petition filed March 9, 2012

In Re Bonaparte Corporation
   Bankr. N.D. Ill. Case No. 12-09385
      Chapter 11 Petition filed March 9, 2012
         See http://bankrupt.com/misc/ilnb12-09385.pdf
         represented by: Brett M. Scheive, Esq.
                         Porter Law Network
                         E-mail: bscheive@scheivelaw.com

In Timothy McCarron
   Bankr. N.D. Ill. Case No. 12-09361
      Chapter 11 Petition filed March 9, 2012

In Raymond Pasqua
   Bankr. E.D. La. Case No. 12-10685
      Chapter 11 Petition filed March 9, 2012

In Re Cooley Digital Press, LLC
   Bankr. W.D. La. Case No. 12-30393
      Chapter 11 Petition filed March 9, 2012
         See http://bankrupt.com/misc/lawb12-30393p.pdf
         See http://bankrupt.com/misc/lawb12-30393c.pdf
         represented by: Rex D. Rainach, Esq.
                         E-mail: rainach@msn.com

In Rhonda Counselman
   Bankr. W.D. La. Case No. 12-30394
      Chapter 11 Petition filed March 9, 2012

In Re Capreola, Ltd.
        dba Sin City Hostel
        fdba Cozy Nook Apartments
        fdba Las Vegas International Hostel
        fdba Deirdre M. Felgar, Inc.
        fdba Deirdre M Felgar Inc
        fdba Capricorn Enterprises
   Bankr. D. Nev. Case No. 12-12674
      Chapter 11 Petition filed March 9, 2012
         See http://bankrupt.com/misc/nvb12-12674.pdf
         represented by: Robert Atkinson, Esq.
                         Kupperlin Law
                         E-mail: robert@kupperlin.com

In Re Lehaydag, LLC
   Bankr. D. N.J. Case No. 12-16130
      Chapter 11 Petition filed March 9, 2012
         See http://bankrupt.com/misc/njb12-16130.pdf
         represented by: Jeffrey B. Saper, Esq.
                         Law Offices of Jeffrey B. Saper, PC
                         E-mail: jbsaperlaw@comcast.net

In Re Salvi and Peter Land, LLC
   Bankr. D. N.J. Case No. 12-16205
      Chapter 11 Petition filed March 9, 2012
         See http://bankrupt.com/misc/njb12-16205.pdf
         represented by: Jeffrey B. Saper, Esq.
                         Law Offices of Jeffrey B. Saper, PC
                         E-mail: jbsaperlaw@comcast.net

In Sunil Mirpuri
   Bankr. E.D.N.Y. Case No. 12-71407
      Chapter 11 Petition filed March 9, 2012

In Re KLU Inc.
        fdba The UPS Store #1139
        dba The UPS Store #3919
        dba Omni Financial
   Bankr. N.D.N.Y. Case No. 12-30423
      Chapter 11 Petition filed March 9, 2012
         See http://bankrupt.com/misc/nynb12-30423p.pdf
         See http://bankrupt.com/misc/nynb12-30423c.pdf
         represented by: Edward J. Fintel, Esq.
                         Edward J. Fintel & Associates
                         E-mail: ejfintel@aol.com

In Re Nazareth Primitive Baptist Church, Inc.
   Bankr. W.D.N.C. Case No. 12-30600
      Chapter 11 Petition filed March 9, 2012
         See http://bankrupt.com/misc/ncwb12-30600.pdf
         represented by: Sandra U. Cummings, Esq.
                         The Cummings Law Firm, P.A.
                         E-mail: c_firm@bellsouth.net

In Re Snellbaker Printing, Inc.
   Bankr. E.D. Pa. Case No. 12-12315
      Chapter 11 Petition filed March 9, 2012
         See http://bankrupt.com/misc/paeb12-12315.pdf
         represented by: Thomas Daniel Bielli, Esq.
                         O'Kelly Ernst Bielli & Wallen
                         E-mail: tbielli@oelegal.com

In German Lopez Belen
   Bankr. D. Puerto Rico Case No. 12-01814
      Chapter 11 Petition filed March 9, 2012

In Kelsie Davis
   Bankr. E.D. Tenn. Case No. 12-11247
      Chapter 11 Petition filed March 9, 2012

In Robert Jenkins
   Bankr. W.D. Tenn. Case No. 12-22627
      Chapter 11 Petition filed March 9, 2012

In Re Mercury Tanning Salons, Inc.
   Bankr. S.D. Texas Case No. 12-31956
      Chapter 11 Petition filed March 9, 2012
         See http://bankrupt.com/misc/txsb12-31956.pdf
         represented by: James Patrick Brady, Esq.
                         E-mail: notices@bradylaw.comcastbiz.net



                            *********

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, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2012.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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