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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

             Tuesday, April 5, 2011, Vol. 14, No. 94

                            Headlines

140 WASHINGTON: Case Summary & 4 Largest Unsecured Creditors
177 WESTON: Case Summary & 6 Largest Unsecured Creditors
35 REAL ESTATE: Case Summary & 7 Largest Unsecured Creditors
ACCESS PHARMACEUTICALS: Incurs $7.54 Million Net Loss in 2010
AGY HOLDING: Files Form 10-K; 2010 Net Loss Narrows to $14.57MM

AIRPARK VILLAGE: Must File Plan and Disc. Statement by June 16
AIRPARK VILLAGE: Can Hire SMR as Spl Counsel in Quiet Title Action
AMBASSADORS INT'L: Windstar Cruises in Chapter 11 to Sell Biz
AMBASSADORS INT'L: Asks for Court OK Pay Critical Vendors' Claims
AMBASSADORS INT'L: Taps Phase Eleven as Notice & Claims Agent

AMBASSADORS INT'L: Case Summary & Creditors List
AMERICAN APPAREL: May File for Chapter 11 Due to Liquidity Woes
AMERISTAR CASINOS: Moody's Cuts Corporate Family Rating to 'B1'
AMERISTAR CASINOS: S&P Gives 'BB+' on $1.4-Bil. Credit Facility
AMERICAN NATURAL: Incurs $2.06 Million Net Loss in 2010

ANCHOR BLUE: Converted to Chapter 7 Liquidation
ANGIOTECH PHARMACEUTICALS: Files 2nd Amended, Restated CCAA Plan
APARTMENT INVESTMENT: S&P Affirms 'BB+' Corporate Credit Rating
ASHTEAD GROUP: Moody's Changes 'B1' Rating Outlook to Positive
ASHEVILLE DOWNTOWN: Case Summary & 15 Largest Unsecured Creditors

ATCONTACT COMMUNICATIONS: Case Summary & Creditors List
ATI ACQUISITION: S&P's 'B' Corporate Remains on Watch Negative
AVCORP INDUSTRIES: Not in Compliance With Financial Covenants
AVISTAR COMMUNICATIONS: Swings to $4.45-Mil. Profit in 2010
BAOSHINN CORPORATION: Accumulated Losses Cue Going Concern Doubt

BARNES BAY: U.S. Trustee Forms 5-Member Creditors Committee
BARNES BAY: Disclosure Statement Hearing Set for May 3
BIOJECT MEDICAL: Incurs $1.47 Million Net Loss in 2010
BIOJECT MEDICAL: Amends Lease Pact With MEPT to Repay Rent
BLOCKBUSTER INC: Several Competing Bids at Auction

BORDERS GROUP: SN Warranty Wants Immediate Decision on Contracts
BORDERS GROUP: Pershing & Hachette Have Substantial Equity Stake
BORDERS GROUP: Scholastic Posts $3.5-Mil. Bad Debt Expense
BORDERS GROUP: Proposes Mercer (US) as Consultant
BORDERS GROUP: Files Schedules of Assets & Liabilities

BORDERS GROUP: Files Statement of Financial Affairs
C-SWDE348 LLC: Bankruptcy Case Assigned to Judge Mike Nakagawa
CABRINI MEDICAL: Wins Confirmation of Chapter 11 Plan
CALIFORNIA STEEL: Moody's Affirms 'Ba3'; Outlook Hiked to 'Stable'
CAPMARK FINANCIAL: Says Consensual Reorganization Plan Imminent

CARITAS HEALTH: Taps DiConza Traurig to Sue Siemens, Aetna
CARPENTER CONTRACTORS: Asks for OK to Obtain DIP Financing
CELL THERAPEUTICS: Estimates $5.84 Mil. February Net Loss
CENTURA LAND: Voluntary Chapter 11 Case Summary
CHATEAU DE VILLE: Court Dismisses Chapter 11 Bankruptcy Case

CKN ENTERPRISES: Voluntary Chapter 11 Case Summary
CL VERIFY: Bankruptcy Case Assigned to Judge Michael Kaplan
CLARENDON HOLDINGS: Case Summary & Largest Unsecured Creditor
CMHA/TCB I: Case Summary & 20 Largest Unsecured Creditors
CMHA/TCB V: Case Summary & 3 Largest Unsecured Creditors

COMPOSITE TECHNOLOGY: Amends Escrow Agreement with DeWind Co.
CONYERS EQUIPMENT: Case Summary & 20 Largest Unsecured Creditors
CORD BLOOD: Incurs $8.09 Million Net Loss in 2010
CPJFK LLC: Bankruptcy Judge Refuses to Halt Sale of Hotel
CYTOMEDIX INC: Recurring Losses Cue Going Concern Doubt

D & D UTILITY: Case Summary & 20 Largest Unsecured Creditors
DEEP DOWN: Mary Budrunas Has 18.61MM Common Shares at Nov. 15
DEEP DOWN: Delays Filing of 2010 Annual Report
DELPHI CORP: Says 4th Extension Order a Final Order
DELPHI CORP: Wiegel Agrees to Pay Settlement Amount

DELTA AIR: S&P Puts 'BB-' Issue-Level Ratings on Loan Facilities
DELTA AIR: Annual Stockholders' Meeting Set for June 30
DELTA AIR: Launches Interline Agreement with WestJet
DELTA AIR: Starts Codeshare Flights With Brazil's GOL
DRAGIN GEOTHERMAL: Voluntary Chapter 11 Case Summary

DURGAMA, INC: Case Summary & 8 Largest Unsecured Creditors
ECOLY INT'L: Has Access to Cash Collateral Until May 15
EGBP, LLC: Case Summary & 19 Largest Unsecured Creditors
EMISPHERE TECHNOLOGIES: Incurs $56.91 Million Net Loss in 2010
ENIVA USA: Has Green Light to Transfer Headquarters

EPICEPT CORP: Files Form 10-K; Net Loss Down to $15.5-Mil.
EPICEPT CORP: Hudson Bay Discloses 9.96% Equity Stake
EXIDE TECHNOLOGIES: Has Deal with U.S.; EPA to Get $67.6MM Claim
F & G MANAGEMENT: Case Summary & 7 Largest Unsecured Creditors
FERTINITRO FINANCE: Fitch Keeps 'CCC' Bond Rating on Watch Neg.

FISHER ISLAND: Miami Bankruptcy Judge to Decide Owner
FLAGSTONE REINSURANCE: Fitch Keeps $120MM Debentures 'BB+' Rating
FRANKLIN PLACE: Involuntary Chapter 11 Case Summary
FRONTERA COPPER: Delays Filing of 2010 Annual Report
GENERAL GROWTH: Clark Pacific Seeks $335,500 Admin. Claim

GENERAL MARITIME: Deloitte & Touche Raises Going Concern Doubt
GIORDANO'S ENTERPRISES: Court OKs Freeborn as Committee's Counsel
GLR ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
GRAYMARK HEALTHCARE: Eide Bailly Raises Going Concern Doubt
GREENBRIER COMPANIES: Moody's Upgrades Corporate to 'B3'

GREER AUTOMOTIVE: Case Summary & 14 Largest Unsecured Creditors
GUNDLE/SLT ENVIRONMENTAL: S&P Puts 'CCC+' Rating on Watch Positive
HARRY & DAVID: Can Pay Essential Suppliers' Prepetition Claims
HERITAGE CONSOLIDATED: Cash Collateral Use Extended to
HERITAGE CONSOLIDATED: Taps Stephen Malouf as Special Counsel

HOOTON PROPERTIES: Case Summary & 20 Largest Unsecured Creditors
HSRE-CDS: Off-Campus Student Housing Venture Goes Bankrupt
HSRE-CDS: Case Summary & 21 Largest Unsecured Creditors
HYDROGENICS CORPORATION: Posts $8.6 Million Net Loss in 2010
INFORM RESOURCES: To File Annual Financial Statements Late

INTELGENX TECHNOLOGIES: RSM Richter Raises Going Concern Doubt
INTERMETRO COMMS: Gumbiner Savett Raises Going Concern Doubt
INTERPUBLIC GROUP: S&P Puts 'BB' Corporate on Watch Positive
ISLE OF CAPRI: Moody's Raises Corporate Family Rating to 'B2'
IVAX DIAGNOSTICS: Grant Thornton Raises Going Concern Doubt

IVEDA SOLUTIONS: Farber Hass Raises Going Concern Doubt
KINDER MORGAN: Fitch Affirms 'BB+' Issuer Default Rating
KEYSONE AUTOMOTIVE: Suspending Duty to File Reports
KMC REAL: Voluntary Chapter 11 Case Summary
LABOPHARM INC: Gets Notice from Nasdaq over Minimum Market Value

LEAR CORP: S&P Raises Corporate Credit Rating to 'BB'
LEHMAN BROTHERS: Wants Creditors Compelled to Follow FRBP 2019
LEHMAN BROTHERS: LBI Trustee Wants Until Feb. 3 to Remove Actions
LEHMAN BROTHERS: Wins OK to Hike Lazard Fees to $350,000 Per Month
LEHMAN BROTHERS: CIBC Inks Deal on Closing Transactions

LIZ CLAIBORNE: Upsized $205-Mil. Notes Offering Priced at Par
M & M DEVELOPMENT: Case Summary & 6 Largest Unsecured Creditors
M3 ENERGY: Files for Chapter 11 in Kentucky
M3 ENERGY: Voluntary Chapter 11 Case Summary
MALL OF SUGAR: Case Summary & 6 Largest Unsecured Creditors

MANDARIN LANDING: Case Summary & 6 Largest Unsecured Creditors
MCDERMID INC: S&P Puts 'B-' Corp. Credit Rating on Watch Positive
MESA AIR: Final Fee Applications Filing Deadline Set at May 2
MESA AIR: Enters Deal With U.S. Bank on Aircraft Rejection Claims
MESA AIR: Resolves Bombardier Administrative Claims

MMFX CANADIAN: U.S. Trustee Forms Creditors Committee
MMFX CANADIAN: Wants More Time on Lease-Related Decisions
MPG OFFICE: Disposes Non-Core Asset, Starts Talk on Other Assets
MPM TECHNOLOGIES: Delays Filing of 2010 Annual Report
MR. T CARTING: Case Summary & 20 Largest Unsecured Creditors

MSR RESORT: PGA West Club Members Assert $196 Million Claim
NATIONAL CENTURY: Trusts Want Extension Until April 2013
NATIONAL CENTURY: Trial on Damages in Hampton-Stein Suit in July
NATIONAL CENTURY: Parrett's Son Discovered Mom's Status Thru Aunt
NEPHROS INC: Posts $1.9 Million Net Loss in 2010

NEWCARDIO INC: RBSM LLP Raises Going Concern Doubt
NEW LEAF: Delays Filing of 2010 Annual Report for Review
NEW STREAM: Judge Declines to Approve DIP Financing
NORBORD INC: S&P Affirms 'BB-' Corporate Credit Rating
NPS PHARMACEUTICALS: Has Fully Repaid its Secured 8% Notes

OCEAN PLACE: Section 341(a) Meeting Moved to April 25
ORAGENICS INC: Recurring Losses Cue Going Concern Doubt
ORBIT INT'L: Obtains Non-Compliance Waiver From Primary Lender
ORCHARD SUPPLY: S&P Assigns 'B' Corporate Credit Rating
PACIFICA MESA: Taps Squar Milner as Accountant

PECAN SQUARE: Voluntary Chapter 11 Case Summary
PEPPERTREE APARTMENTS: Case Summary & Creditors List
PETTERS CO: Six Charities Return $200,000 in Donations
PETTERS CO: Freeborn Tapped for Potential Suits vs. Advisors
PHILADELPHIA RITTENHOUSE: Judge May Decide on Dismissal This Month

PNS PROPERTIES: Case Summary & 20 Largest Unsecured Creditors
PROMETIC LIFE: Delays Filing of Annual Financial Statements
PROSPER MARKETPLACE: Odenberg Ullakko Raises Going Concern Doubt
QUAD/GRAPHICS INC: S&P Raises Corporate Credit Rating to 'BB+'
QUANTUM FUEL: Common Shares Sells at $4.53 Apiece

RADIENT PHARMACEUTICALS: Delays Filing of Annual Report
RANDOLPH PROPERTIES: Case Summary & 20 Largest Unsecured Creditors
REDDY ICE: S&P's 'B-' Ratings Unmoved by Recovery Rating Change
RHI ENTERTAINMENT: Files Form 15 Notice Pertaining to Common Stock
RIVER EAST PLAZA: Accord Requires Plan Filing by May 2

RIVER EAST PLAZA: O'Drobinak Continues Stint as Receiver
RIVIERA HOLDINGS: Registers Voting Common Class A Shares
ROBINO COTTAGEDALE: Case Summary & 5 Largest Unsecured Creditors
ROCK & REPUBLIC: VF Completes $57-Mil. Purchase of Names
SARGENT RANCH: Ch. 11 Trustee Taps Higgs Fletcher as Counsel

SARGENT RANCH: Ch. 11 Trustee Retains DWC as Consultants
SBARRO INC: Files for Chapter 11 With Pre-Negotiated Plan
SBARRO INC: Case Summary & 40 Largest Unsecured Creditors
SCHUTT SPORTS: Proposes Timeline Regarding Plan Solicitation
SCOLAR PHARMA: Grant Thornton Raises Going Concern Doubt

SEAHAWK DRILLING: Hercules Can Proceed With Acquisition Plan
SEAHAWK DRILLING: Has Final OK to Employ PR Firm Sitrick
SHERIDAN GROUP: Has Significant Debt Maturing in Next 12 Months
SHERIDAN GROUP: Announces New $150MM Senior Secured Note Offering
SHIVAM NEPTUNE: Case Summary & 19 Largest Unsecured Creditors

SHOPS AT PRESTONWOOD: Voluntary Chapter 11 Case Summary
SHOWERS OF BLESSING: Case Summary & 3 Largest Unsecured Creditors
SHUBH HOTELS PITTSBURGH: Ch. 11 Trustee Hires Accountant
SHUBH HOTELS PITTSBURGH: Creditors Panel Hires Fin'l Advisors
SIGNAL HILL: U.S. Trustee Unable to Form Creditors Committee

SIGNAL VILLAGE: Files Schedules of Assets and Liabilities
SITEBRAND INC: Delays Filing of Annual Financial Statements
SMITHVILLE CROSSING: Case Summary & 9 Largest Unsecured Creditors
SOLTERRA CONDOMINIUMS: Voluntary Chapter 11 Case Summary
SOUTH CENTER: Voluntary Chapter 11 Case Summary

SOUTH EDGE: Ch. 11 Trustee Hires Milbank as Lead Counsel
SOUTH EDGE: Ch. 11 Trustee Taps Jones Vargas as Local Counsel
SOUTH EDGE: Ch. 11 Trustee Hires FTI as Financial Advisors
SPECIALTY PRODUCTS: Seeks Another Six Months' Exclusivity
ST. VINCENT'S: Coalition Wants to Access Health Records

STERLING MINING: Further Fine-Tunes Disclosure Statement
STONEFIRE PIZZA: Carl Tomich Buys Assets for $2.8 Million
STRATUM HOLDINGS: MaloneBailey Raises Going Concern Doubt
SUMNER REGIONAL: Hearing Over Exclusivity Extension on April 14
SURGICAL CARE: S&P Junks Issue-Level Rating on Sr. Unsecured Notes

SUTTONS POINTE: Owes More Than $200,000 in Tax to Leelanau County
SW GEORGIA ETHANOL: Case to Remain in Albany, Georgia
SWAMPLAND PROPERTIES: Case Summary & 9 Largest Unsecured Creditors
T&A HOLDINGS: Voluntary Chapter 11 Case Summary
TAMARACK RESORT: Judge OKs Predatory Loan Lawsuit vs Credit Suisse

TEARLAB CORP: Recurring Losses Cue Going Concern Doubt
TEGRANT CORP: S&P Puts 'CCC' Corporate on Watch Positive
T.H. PROPERTIES: Case Conversion Hearing Deferred to April 14
TROPICANA ENTERTAINMENT: Drops Certain Parties in Case vs. Yung
TROPICANA ENTERTAINMENT: Resolves Richards Layton Fee Issue

TROPICANA ENTERTAINMENT: NRF Withdraws Administrative Claim
TROPICANA PARTNERS: Case Summary & 20 Largest Unsecured Creditors
TRU-EMAAN, LLC: Case Summary & 20 Largest Unsecured Creditors
TUBO DE PASTEJE: Seeks Fifth Exclusivity Extension
UAL CONTINENTAL: United Reaches Tentative Pact With Mechanics

ULTIMATE ELECTRONICS: Liquidation Sales Scheduled to End April 10
UNITED GILSONITE: Amends List of 20 Largest Unsecured Creditors
UNIVERSAL SOLAR: Paritz & Company Raises Going Concern Doubt
USA TRAVEL: Case Summary & 20 Largest Unsecured Creditors
VEBLEN WEST: Ch. 11 Trustee Can Employ Joel Gratz as Accountant

VEBLEN WEST: Trustee Allred Expects to Close Dairy Sale March End
VINCENT M. DOLCE: Case Summary & 20 Largest Unsecured Creditors
VITRO SAB: Judge to Rule on Involuntary Chapter 11 Petition
WASHINGTON LOOP: Case Summary & 20 Largest Unsecured Creditors
WESTERN IOWA ENERGY: Eide Bailly Raises Going Concern Doubt

WHITE-MEADOWS TREE: Case Summary & 20 Largest Unsecured Creditors
WINGATE AIRPORT: Taps Neil J. Beller Ltd. as Bankruptcy Counsel
ZAIS INVESTMENT: Anchorage Capital Files Involuntary Petition
ZAIS INVESTMENT: Involuntary Chapter 11 Case Summary
ZOOM TELEPHONICS: Recurring Losses Prompt Going Concern Doubt

* Bay Area Towns Seeking to Outsource Services, Merge Police
* Junk Bond Sales on Track to Set Record in 2011

* Disclosure Requirement Clarified for Contract Lawyers

* Large Companies With Insolvent Balance Sheets


                            *********


140 WASHINGTON: Case Summary & 4 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: 140 Washington, LLC
        140 Washington Street
        El Segundo, CA 90245

Bankruptcy Case No.: 11-24260

Chapter 11 Petition Date: April 1, 2011

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

Debtor's Counsel: Ian Landsberg, Esq.
                  LANDSBERG & ASSOCIATES APC
                  16030 Ventura Boulevard, Suite 470
                  Encino, CA 91436
                  Tel: (818) 855-5900
                  Fax: (818) 855-5910
                  E-mail: ilandsberg@landsberg-law.com

Scheduled Assets: $2,800,000

Scheduled Debts: $2,257,801

A list of the Company's four largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/cacb11-24260.pdf

The petition was signed by Patrick Crane, managing member.


177 WESTON: Case Summary & 6 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: 177 Weston Road, LLC
        177 Weston Road
        Weston, CT 06883

Bankruptcy Case No.: 11-50657

Chapter 11 Petition Date: April 1, 2011

Court: U.S. Bankruptcy Court
       District of Connecticut (Bridgeport)

Judge: Alan H.W. Shiff

Debtor's Counsel: James M. Nugent, Esq.
                  James R. Winkel, Esq.
                  HARLOW ADAMS AND FRIEDMAN
                  300 Bic Drive
                  Milford, CT 06460
                  Tel: (203) 878-0661
                  Fax: (203) 878-9568
                  E-mail: jmn@quidproquo.com
                          jrw@quidproquo.com

Scheduled Assets: $1,250,000

Scheduled Debts: $1,217,207

A list of the Company's six largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/ctb11-50657.pdf

The petition was signed by George Guidera, member/manager.


35 REAL ESTATE: Case Summary & 7 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: 35 Real Estate LP
        35 UPS Drive
        Secaucus, NJ 07094
        Tel: (212) 595-8000

Bankruptcy Case No.: 11-11489

Chapter 11 Petition Date: March 31, 2011

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

Debtor's Counsel: Ismael Gonzalez, Esq.
                  LAW OFFICE OF ISMAEL GONZALEZ, P.C.
                  152 West 36th Street, Suite 202
                  New York, NY 10018
                  Tel: (212) 465-1500
                  Fax: (212) 244-5440
                  E-mail: katelita@aol.com

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

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

A list of the Company's seven largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/nysb11-11489.pdf

The petition was signed by Helmer Toro.

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Garden Operation Realty LP            11-10668            02/17/11
First Toro Limited Partnership        11-11229            03/21/11


ACCESS PHARMACEUTICALS: Incurs $7.54 Million Net Loss in 2010
-------------------------------------------------------------
Access Pharmaceuticals, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K, reporting a
net loss of $7.54 million on $481,000 of revenue for the year
ended Dec. 31, 2010, compared with a net loss of $17.34 million on
$352,000 of revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010, showed $8.77 million
in total assets, $29.56 million in total liabilities and a
$20.79 million total stockholders' deficit.

Whitley Penn LLP, in Dallas, Texas, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has had recurring
losses from operations, negative cash flows from operating
activities and has an accumulated deficit.

A full-text copy of the Annual Report is available for free at:

                        http://is.gd/KOrEFv

                    About Access Pharmaceuticals

Access Pharmaceuticals, Inc., is an emerging biopharmaceutical
company focused on developing pharmaceutical products primarily
based upon its nanopolymer chemistry technologies and other drug
delivery technologies.  The Company currently has one approved
product, one product candidate at Phase 3 of clinical development,
three product candidates in Phase 2 of clinical development and
other product candidates in pre-clinical development.


AGY HOLDING: Files Form 10-K; 2010 Net Loss Narrows to $14.57MM
---------------------------------------------------------------
AGY Holding Corp. filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K, reporting a net loss of
$14.57 million on $183.67 million of net sales for the year ended
Dec. 31, 2010, compared with a net loss of $93.51 million on
$153.85 million of net sales during the prior year.

The Company's balance sheet at Dec. 31, 2010, showed
$298.68 million in total assets, $273.37 million in total
liabilities, $3.40 million in commitments and contingencies, and
$21.91 million in total shareholders' equity.

A full-text copy of the annual report on Form 10-K is available
for free at http://is.gd/11Xi65

                        About AGY Holding

AGY Holding Corp. -- http://www.agy.com/-- produces fiberglass
yarns and high-strength fiberglass reinforcements used in
composites applications.  AGY serves a range of markets including
aerospace, defense, electronics, construction and industrial.
Headquartered in Aiken, South Carolina, AGY has a European office
in Lyon, France and manufacturing facilities in the U.S. in Aiken,
South Carolina and Huntingdon, Pennsylvania and a controlling
interest in a manufacturing facility in Shanghai, China.

                           *     *     *

AGY Holding carries a 'CCC+' corporate credit rating from Standard
& Poor's Ratings Services.  In December 2009, S&P lowered the
rating to 'CCC+' from 'B'.  "The downgrade follows S&P's ongoing
concern on operating performance, including S&P's expectation for
very weak credit metrics for 2009, weak liquidity relative to
interest payments and operating requirements in 2010, and
integration concerns related to the large $72 million acquisition
-- with a $20 million cash component -- of AGY Hong Kong Ltd.,"
said Standard & Poor's credit analyst Paul Kurias.


AIRPARK VILLAGE: Must File Plan and Disc. Statement by June 16
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado has
directed Airpark Village, LLC, to file a Plan and Disclosure
Statement in the exclusive period, or on or before June 16, 2011.

Aurora, Colorado-based Airpark Village, LLC, filed for Chapter 11
bankruptcy protection (Bankr. D. Colo. Case No. 11-12790) on
Feb. 16, 2011.  Kenneth J. Buechler, Esq., at Buechler Law Office
LLC, serves as the Debtor's bankruptcy counsel.  In its schedules,
the Debtor disclosed $15,112,195 in assets and $8,564,158 in
liabilities.


AIRPARK VILLAGE: Can Hire SMR as Spl Counsel in Quiet Title Action
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado has granted
Airpark Village, LLC, authorization to employ Michael A.
Schlueter, Esq., and Schlueter, Mahoney & Ross, P.C., as special
counsel.

Mr. Schlueter and SMR will represent the Debtor in litigation
designated as the "Quiet Title Action," the "Note Action", the
"Foreclosure", and matters related thereto.

The Court finds that Mr. Schlueter and SMR neither hold nor
represent an interest adverse to the estate with respect to
matters within the scope of retention, and that their employment
is necessary and in the best interest of the estate.

Aurora, Colorado-based Airpark Village, LLC, filed for Chapter 11
bankruptcy protection (Bankr. D. Colo. Case No. 11-12790) on
Feb. 16, 2011.  Kenneth J. Buechler, Esq., at Buechler Law Office
LLC, serves as the Debtor's bankruptcy counsel.

In its schedules, the Debtor disclosed $15,112,195 in assets and
$8,564,158 in liabilities.


AMBASSADORS INT'L: Windstar Cruises in Chapter 11 to Sell Biz
-------------------------------------------------------------
Ambassadors International Inc. and 11 affiliates, operator of
Windstar Cruises, sought Chapter 11 bankruptcy protection (Bankr.
D. Del. Lead Case No. 11-11002) on April 1, 2011.

Ambassadors, based in Seattle, has entered into an agreement to
sell virtually all its assets to Whippoorwill Associates Inc., as
agent for its discretionary funds and accounts, for $40 million
and assumption of Windstar liabilities.

"It is expected that Ambassadors' stockholders and holders of
Ambassadors' convertible notes won't receive any distribution
following the sale and these securities will likely have little,
if any, value," the Company said in the statement.

Ambassadors lost money in seven out of the last eight quarters.

According to court filings, the 30 largest unsecured creditors of
Ambassadors and its affiliates are owed about $51.3 million.
Wells Fargo Bank NA, as the trustee for the holders of the 3.75%
convertible notes, is the biggest creditor with a $31.7 million
claim.

Whippoorwill has agreed to provide the company with $10 million in
financing to support operations while the company seeks to
complete the sale. Operations are expected to continue without
interruption during and following the sale.

               Ambassadors' Businesses & Financials

Windstar Sail Cruises, which is currently Ambassadors only
operating division, maintains a fleet of three internationally-
flagged luxury yachts that provide travel and cruise opportunities
to treasured destinations with sailings in the Caribbean, Europe,
the Americas and the Greek Isles.  The Windstar fleet includes
three luxury yachts: the 312-passenger Wind Surf (the largest
stay-rigged schooner in the world), the 148-passenger Wind Spirit,
and the 148-passenger Wind Star.

The Debtors previously operated a second business segment -- the
Majestic America line -- a domestic provider of overnight
passenger cruises along inland rivers and the coastal waterways of
North America.  In April 2008, Ambassadors announced its intention
to sell the Majestic line consisting of seven U.S. flagged cruise
ships.  Since that time, the Debtors have not operated any of the
Majestic vessels and have sold or disposed of all but two of the
Majestic ships: the Delta Queen and the Columbia Queen.

Ambassadors and Windstar have a total of 59 employees in the
United States.

Shelley F. Greenhaus, President of Whippoorwill, said "Windstar is
a leading brand in the small ship luxury travel market.
Windstar's unique vessels and itineraries offer a one of a kind
cruise experience.  In its short tenure, the existing management
team has made significant strides in transforming Windstar's
operations.  The various initiatives implemented in the past year
have started to turn the business around.  Once it is free of its
debt burden, we are confident Windstar will be poised to grow its
market share over the long term."

Windstar's individual passenger tickets cost $2,500 on average and
are typically booked four to six months in advance of the sailing
date.

As of Dec. 31, 2010, Ambassadors and its subsidiaries reported
assets of approximately $86.4 million and liabilities of
approximately $87.3 million on a consolidated business.

The Debtors' significant outstanding prepetition debt includes,
among other things, secured indebtedness under their prepetition
credit facility and senior secured notes, and unsecured
indebtedness in respect of Ambassadors' convertible notes,
liabilities on account of passenger and charter deposits, and
trade debt.

As of the Petition Date, approximately $9.6 million is outstanding
under a prepetition term loan and no amounts are outstanding under
a prepetition revolver.  Borrowings under the Prepetition Credit
Facility are secured, with certain exceptions, on a first priority
basis by substantially all the assets of Ambassadors and its
subsidiaries and guaranteed by each of Ambassadors' wholly owned
U.S. and foreign subsidiaries as of the Petition Date.

In connection with the consummation of an exchange offer relating
to Ambassadors' uncured convertible notes, by Nov. 13, 2009,
Ambassadors issued approximately $18 million 10% Senior Secured
Notes due 2012 pursuant to an Indenture dated as of November 13,
2009, with Wilmington Trust FSB as trustee.  The liens securing
the notes are second in priority to the liens securing the
Prepetition Credit Facility.  As of the Petition Date, as a result
of the payment of PIK interest, approximately $19.7 million
aggregate principal amount of Second Lien Notes is outstanding.

In April 2007 Ambassadors issued $97.0 million aggregate principal
amount of 3.75% Convertible Senior Notes due 2027 pursuant to an
indenture dated as of April 3, 2007 by and among Ambassadors and
Wells Fargo Bank, National Association as indenture trustee.  The
Convertible Notes are unsecured obligations of Ambassadors.  On
Nov. 13, 2009, Ambassadors completed an exchange offer in which
holders of approximately $65.8 million aggregate principal amount
of the Convertible Notes exchanged their convertible notes for
approximately $18 million aggregate principal amount in newly
issued senior secured notes and 15.2 million shares of the
Company's common stock.  As of the Petition Date, $31.2 million
aggregate principal amount of the Convertible Notes remain
outstanding.

In the ordinary course of business, the Debtors collect deposits
from customers who book cruises.  As of the Petition Date, the
Debtors had accrued liabilities of approximately $16.1 million on
account of customer deposits.

The Debtors estimate that their aggregate trade debt as of the
Petition Date is $3.9 million.

                       Road to Chapter 11

Mark Detillion, chief financial officer of Ambassadors, said in a
court filing, "The Debtors operate their businesses in a highly
competitive and challenging environment.  The global recessionary
environment of the past several years has negatively impacted
consumer discretionary spending on vacation and travel activities.
Additionally, the Debtors face competition from a variety of other
cruise operators, as well as other vacation operators that provide
other leisure options, including hotels, resorts, package holidays
and tours.  Overcapacity in the vacation and cruise industry
resulting from a decline in demand has placed significant pricing
pressure on the Debtors and their competitors alike.  Furthermore,
the Debtors' businesses have high fixed operating costs, including
fuel and repair and maintenance for their cruise ships, and are
sensitive to fluctuations in commodity prices, particularly oil
prices.  These and other economic factors, combined with the
Debtors' over-leveraged position have left Ambassadors and its
subsidiaries struggling for the past several years to maintain
adequate liquidity to maintain their ongoing operations,"

After suffering operating losses of $33 million in 2007 and $12
million in 2008 associated with the operations of the Majestic
America line, the Debtors ceased operating the Contessa and the
Mississippi Queen in 2007 and curtailed the operations of their
remaining domestic cruise ships in 2008.  In 2008, the Debtors
surrendered two domestic cruise ships to lenders and over the
course of 2009 and 2010, sold three of their Majestic America
vessels-the Mississippi Queen, the Queen of the West and the
Contessa.  As of the Petition Date, the Debtors own only two of
the original seven Majestic America vessels, which they do not
operate-the Delta Queen, which is operated as a hotel by a third
party under a bareboat charter with DQ Boat, LLC and the Columbia
Queen.

Notwithstanding the substantial restructuring of its operations in
2008 and 2009, Ambassadors' balance sheet continued to be highly
leveraged, including indebtedness under its then $97 million
aggregate outstanding principal amount of Convertible Notes.

On Sept. 25, 2009, Ambassadors commenced the Exchange Offer,
pursuant to which all holders of the Convertible Notes was given
the opportunity to exchange its notes for shares of common stock
and Second Lien Notes.   Holders of $65.8 million principal amount
-- approximately 70% of the then aggregate outstanding principal
amount -- of the Convertible Notes elected to exchange their notes
in the Exchange Offer for an aggregate of 15.2 million shares of
common stock and $18 million principal amount of Second Lien
Notes.

Following the consummation of the Exchange Offer, Ambassadors and
its subsidiaries began soliciting proposals from lenders for a new
senior credit facility.  The Debtors reached out to numerous
potential lenders and ultimately received proposals from only two
potential lenders, including Whippoorwill.  The Debtor selected a
working capital facility from Whippoorwill in March 2010, which
provided funding for ongoing working capital and to pay necessary
repair and dry dock costs for the company's Windstar vessels.

During the course of 2010, in an effort to free up additional
liquidity to satisfy its ongoing operational needs, the Debtors
were successfully able to obtain a release of approximately
$8 million of restricted cash from credit card processors by,
among other things, providing them with substitute collateral.

According to Mr. Detillion, while the Debtors' businesses have
continued to improve with the economy, faced with these challenges
to their liquidity position, the Debtors engaged Imperial Capital
LLC to seek potential investors and financing sources and
commenced discussions with Whippoorwill as lender under their
Prepetition Credit Facility regarding a restructuring of their
business and indebtedness.  In the weeks prior to the Petition
Date, the Debtors, through Imperial, also reached out once again
to the holders of their remaining Convertible Notes in an effort
to determine whether it would be possible to effectuate a
comprehensive restructuring of their indebtedness, and ultimately
executed confidentiality agreements with an ad hoc group of
holders of approximately 66% of the aggregate outstanding
principal amount of the Convertible Notes.

Mr. Detillion relates that over the course of their discussions
with their creditors, the Debtors, with the assistance of their
advisors, explored numerous restructuring alternatives including
out of court deleveraging transactions and a potential sale of
their assets.  In consultation with their advisors and board of
directors, the Debtors determined that their out of court
alternatives were not viable and that an extended restructuring
process, and the resulting uncertainty to their businesses, would
likely cause irreparable harm to their operations.

                       Sale to Whippoorwill

Ambassadors proposes to sell substantially all of its assets,
including its principal operating unit, Windstar Cruises, through
a court-supervised sale process.  Ambassadors and Windstar intend
to continue normal business operations during the sale process,
which is proposed to be completed in approximately 45 days.

Whippoorwill, a private investment firm with over $1 billion under
management, intends to maintain Windstar's business and operations
and invest in Windstar's growth following completion of the
anticipated sale.

Hans Birkholz, CEO of Ambassadors and Windstar, said, "We are
pleased to have reached this agreement with Whippoorwill, and are
confident Windstar will have a bright future ahead.  Whippoorwill
has been a strong supporter of the business for the past two years
and we look forward to continuing this partnership."

In addition to the ongoing Windstar operations, and as part
of the sale, Whippoorwill will also acquire certain assets of
Ambassadors' former Majestic America Line operations, which were
discontinued in 2008.

The sale is subject to court approval.  The Debtors have filed
motions seeking approval of a sale process with Whippoorwill to
act as a stalking horse bidder pursuant to Section 363 of the
Bankruptcy Code.

                    $10 Million DIP Financing

Whippoorwill has agreed to provide $10 million in new financing
under a Debtor-in-Possession credit facility, which can be used to
help support Ambassadors' and Windstar's continuing operations
during the sale process.  With its current cash availability and
this additional funding, Ambassadors believes that it has ample
liquidity to meet its obligations to Windstar's customers,
suppliers and employees without interruption while the sale is
being completed.

Law Debenture Trust Company of New York is the administrative
agent for the DIP Financing, which provides for borrowing under a
multiple draw term loan facility in an interim amount of
$5,000,000 and a final amount of (i) $10,000,000 less any amounts
advanced under the Interim Order as Interim New Money DIP Loans,
and (ii) a roll-up of all outstanding Prepetition Working Capital
Facility Obligations into the DIP Facility.

                      Retained Professionals

The Company's legal advisor is Stroock & Stroock & Lavan LLP and
its financial advisor is Imperial Capital, LLC.  Whippoorwill's
legal advisor is Gibson, Dunn & Crutcher LLP.  Richards, Layton &
Finger, P.A., serves as co-counsel.  The Debtors have also tapped
Phase Eleven Consultants as notice, claims and balloting agent.

                    Cruises to Sail on Schedule

Windstar said in the statement also plans, subject to court
approval, to continue to:

   * operate all Windstar cruises as scheduled;

   * maintain all of Windstar's customer programs and policies;

   * honor all Windstar fares and reservations, including charter
     contracts;

   * provide commissions and payments to its travel partners as
     usual and employee wages and benefits without interruption;
     and

   * pay all Windstar vendors and suppliers for goods and services
     received both before and during the reorganization process in
     connection with the sale.

                About Ambassadors International

Headquarters in Seattle, Washington, Ambassadors International,
Inc. (NASDAQ: AMIE) -- http://www.ambassadors.com/-- operates
Windstar Cruises, a three-ship fleet of luxury yachts that explore
the hidden harbors and secluded coves of the world's most sought-
after destinations.  Carrying 148 to 312 guests, the luxurious
ships of Windstar cruise to nearly 50 nations, calling at 100
ports throughout Europe, the Caribbean and the Americas.


AMBASSADORS INT'L: Asks for Court OK Pay Critical Vendors' Claims
-----------------------------------------------------------------
Ambassadors International, Inc., and its affiliates ask for
authorization from the U.S. Bankruptcy Court for the District of
Delaware to pay the prepetition claims of certain critical vendors
and foreign vendors.

The Debtors seek entry of an order authorizing the Debtors, in
their discretion, to pay the prepetition claims of the essential
vendors in an aggregate amount not to exceed $1.7 million.
Essential Vendors include: (i) fuel providers; (ii) cruise ship
operations; (iii) port-related services; and (iv) marketing and
sales services.

The Debtors do not manufacture or otherwise provide through their
own resources all of the essential goods and services necessary to
deliver their cruise services to their customers.  These essential
goods and services are provided by certain critical trade vendors,
without which the Debtors would be unable to maintain an
uninterrupted supply of quality cruises for their customers.

The Critical Vendors supply goods or services to the Debtors that
cannot be obtained from other sources or cannot be obtained from
other sources in sufficient quantity or quality or without
resulting in significant delays to the Debtors' ability to service
their customers going forward.  In many cases, the Debtors have
short-term contracts by and between the Critical Vendors or obtain
their contracted goods and services by purchase order.  Finding
any substitute or replacement vendor for the critical goods and
services on short notice so as to avoid interference of the
Debtors' operations would prove to be unfeasible.  Failure to
maintain these critical relationships would cause irreparable
damage to the Debtors' efforts to preserve the value of their
business and their reputation in the cruise industry.  To avoid
any disruption that could lead to a significant loss of customers,
erosion of goodwill, and deterioration in the value of the
Debtors' business, the Debtors stress that it is necessary to
maintain their relationships with their Critical Vendors.

The Debtors also rely on and regularly transact with certain
foreign vendors, service providers, and regulatory agencies
located in foreign jurisdictions.  Due to their global business
and unique needs, the Debtors rely solely on Foreign Vendors for
the provision of certain specialized goods and services to operate
their business and avoid any disruption of their scheduled
cruises.

The Foreign Vendors with which the Debtors regularly transact
business are located in Europe and the Caribbean.  Similar to
Critical Vendors, these Foreign Vendors offer goods or services
that are essential for the Debtors to continue to maintain
business operations and provide quality products at the level of
service the Debtors' customers expect.  It is the case that
Foreign Vendors are the only supplier of a particular good or
service on which the Debtors rely.

The Debtors say that Foreign Vendors often have wary reactions to
the U.S. bankruptcy process because many of them are unfamiliar
with the debtor-in-possession mechanism that is part of Chapter 11
proceedings.  "Even if the Foreign Vendors do not immediately
exercise remedies, nonpayment of prepetition claims may cause the
Foreign Vendors to adopt a 'wait-and-see' approach in future
business transactions with the Debtors.  The Debtors believe that
there is a significant risk that nonpayment of a single invoice of
a Foreign Vendor could provoke that Foreign Vendor to stop
shipping goods or providing services to the Debtors on a timely
basis or to sever its business relationship with the Debtors
altogether.  Given the integral role played by the Foreign Vendors
in the Debtors' business operations, it is necessary for this
Court to intervene so as to assure that the Debtors can maintain
their Foreign Vendor relationships and continue the Debtors'
cruise business," the Debtors state.

             About Ambassadors International

Headquarters in Seattle, Washington, Ambassadors International,
Inc. (NASDAQ: AMIE) -- http://www.ambassadors.com/-- operates
Windstar Cruises, a three-ship fleet of luxury yachts that explore
the hidden harbors and secluded coves of the world's most sought-
after destinations.  Carrying 148 to 312 guests, the luxurious
ships of Windstar cruise to nearly 50 nations, calling at 100
ports throughout Europe, the Caribbean and the Americas.

Ambassadors International Inc. and 11 affiliates sought Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 11-11002) on
April 1, 2011.

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

The Debtors disclosed $86.4 million in total assets and
$87.3 million in total debts as of Dec. 31, 2010.


AMBASSADORS INT'L: Taps Phase Eleven as Notice & Claims Agent
-------------------------------------------------------------
Ambassadors International, Inc., et al., ask for authorization
from the U.S. Bankruptcy Court for the District of Delaware to
employ Phase Eleven Consultants, LLC, as notice, claims and
balloting agent.

Phase Eleven will, among other things:

     (a) prepare and serve required notices in the Debtors'
         Chapter 11 cases;

     (b) receive and record proofs of claim and proofs of interest
         filed;

     (c) create and maintain official claims registers; and

     (d) provide access to the public for examination of copies of
         the proofs of claim or interest without charge during
         regular business hours.

The Debtors will pay Phase Eleven for services, expenses and
supplies at the rates or prices set by Phase Eleven and in effect
as of the date of their service agreement, in accordance with the
Phase Eleven fee structure.  A copy of the agreement is available
for free at http://is.gd/PjeioJ

Claude Wm. Irmis, Managing Member of Phase Eleven, assures the
Court that the firm is a "disinterested person" within the meaning
of Section 101(14) of the bankruptcy code.

             About Ambassadors International

Headquarters in Seattle, Washington, Ambassadors International,
Inc. (NASDAQ: AMIE) -- http://www.ambassadors.com/-- operates
Windstar Cruises, a three-ship fleet of luxury yachts that explore
the hidden harbors and secluded coves of the world's most sought-
after destinations.  Carrying 148 to 312 guests, the luxurious
ships of Windstar cruise to nearly 50 nations, calling at 100
ports throughout Europe, the Caribbean and the Americas.

Ambassadors International Inc. and 11 affiliates sought Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 11-11002) on
April 1, 2011.

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

The Debtors disclosed $86.4 million in total assets and
$87.3 million in total debts as of Dec. 31, 2010.


AMBASSADORS INT'L: Case Summary & Creditors List
------------------------------------------------
Debtor: Ambassadors International, Inc.
        aka Majestic America Line
            Windstar
            Windstar Cruises
        2101 4th Avenue, Suite 210
        Seattle, WA 98121

Bankruptcy Case No.: 11-11002

Affiliates that simultaneously sought Chapter 11 protection:

  Debtor                                            Case No.
  ------                                            --------
Ambassadors Cruise Group, LLC                       11-11003
Ambassadors, LLC                                    11-11004
QW Boat Company LLC                                 11-11005
EN Boat LLC                                         11-11006
Contessa Boat, LLC                                  11-11007
MQ Boat, LLC                                        11-11008
AQ Boat, LLC                                        11-11009
DQ Boat, LLC                                        11-11010
CQ Boat, LLC                                        11-11011
American West Steamboat Company LLC                 11-11012
Ambassadors International Cruise Group (USA), LLC   11-11013

Chapter 11 Petition Date: April 1, 2011

Court: U.S. Bankruptcy Court
       District of Delaware (Delaware)

Judge: Kevin Gross

Debtors' Counsel: Kristopher M. Hansen, Esq.
                  Sayan Bhattacharyya, Esq.
                  Marianne Mortimer, Esq.
                  Matthew G. Garofalo, Esq.
                  STROOCK & STROOCK & LAVAN LLP
                  180 Maiden Lane
                  New York, NY 10038-4982
                  Tel: (212) 806-5400
                  Fax: (212) 806-6006

Debtors'
Co-Counsel:       Daniel J. DeFranceschi, Esq.
                  Michael Joseph Merchant, Esq.
                  RICHARDS, LAYTON & FINGER
                  One Rodney Square, P.O. Box 551
                  Wilmington, DE 19899
                  Tel: (302) 651-7700
                  Fax: (302) 651-7701
                  E-mail: defranceschi@rlf.com
                          merchant@rlf.com

Debtors'
Financial
Advisor:          IMPERIAL CAPITAL, LLC

Debtors' Claims
& Notice Agent:   PHASE ELEVEN CONSULTANTS, LLC
                  11 S. LaSalle Street, 7th Floor
                  Chicago, IL, 60603
                  Tel: (312) 878-3948
                  Fax: (312) 488-3599
                  E-mail: info@elevenllc.com

Total Assets: $86.4 million as of Dec. 31, 2010

Total Debts: $87.3 million as of Dec. 31, 2010

The petition was signed by Mark Detillion, chief financial
officer.

Consolidated List of 30 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Wells Fargo Bank                   Bond Debt           $31,680,822
707 Wilshire Boulevard, 17th Floor
Los Angeles, CA 99017

Maritimie Administration of the    Judgment Debt       $12,980,496
Department of Transportation
P.O. Box 14271
Washington, DC 20044-4271

Fine Food & Wine                   Charter Deposit      $1,204,980
2960 Pharr Court S, #85
Atlanta, GA 30305

Maritimie Administration of the    Judgment Debt          $961,500
Department of Transportation
P.O. Box 14271
Washington, DC 20044-4271

Kristensons-Petroleum Inc.         Trade Debt             $720,000
128 Broad Street, 2nd floor
Red Bank, NJ 07701

B&S Global Cruise Supply           Trade Debt             $430,176
P.O. Box 3119 3301
DC Dordrecht
The Netherlands

Olivia Companies                   Charter Deposit        $423,000
434 Brannan Street
San Francisco, CA 94107

Advocare International, LP         Charter Deposit        $285,000
2727 Realty Road
Carrollton, TX 75006

Queensberry Viagens E Turismo      Travel Agent           $277,922
Av Sao Luiz 165, 2nd Floor         Cruise Deposit
010146-911
San Paulo Brazil

Wartsila North America, Inc.       Trade Debt             $248,000

Marlin Travel                      Charter Deposit        $208,340

Carlson Marketing                  Charter Deposit        $206,189

Century Celebrations               Charter Deposit        $201,400

Central Viagens                    Charter Deposit        $184,370

Travelmart                         Charter Deposit        $183,550

Rhode Reisen                       Charter Deposit        $182,000

Travel the World                   Travel Agent Cruise    $152,265
                                   Deposit

Our Vacation Center                Travel Agent Cruise    $109,721
                                   Deposit

Bayshore Solutions                 Trade Debt              $78,166

Swiss Travel                       Trade Debt              $78,000

Central de Cruceros de Mexico      Travel Agent Cruise     $64,142
SAS de CV                          Deposit

Onboard Spa Company                Trade Debt              $60,842

Schottel, Inc.                     Trade Debt              $60,000

World Class Travel                 Charter Deposit         $55,000

Maritz Travel                      Charter Deposit         $55,000

Sysco Food Services of New Orleans Trade Debt              $49,763

Goddards Shipping & Tours, Ltd.    Trade Debt              $49,680

O'Melveny & Myers LLP              Legal Services          $48,329

Delta Queen LLC                    Rent                    $47,778

Maritime Telecommunications        Trade Debt              $30,491
Network


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

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

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

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

The Company said in its Form 10-K, "We are currently experiencing
significant liquidity constraints.  If we are not able to generate
sufficient cash flow from operations or obtain external sources of
financing sufficient to fund our debt service requirements and
operational needs in the near future, or we are not able to
successfully or efficiently implement the strategies that we are
pursuing to improve our operating performance and financial
position, and may determine that it is in American Apparel's best
interests to voluntarily seek relief through a pre-packaged, pre-
arranged or other type of filing under Chapter 11 of the U.S.
Bankruptcy Code, including prior to the time we would otherwise be
required to do so in an acceleration event.  Seeking relief under
the U.S. Bankruptcy Code, if such relief does not lead to a quick
emergence from Chapter 11, could materially adversely affect the
relationships between us and our existing and potential customers,
employees, suppliers, partners and others.  Further, if we were
unable to implement a plan of reorganization or if sufficient
debtor-in-possession financing were not available, we could be
forced to liquidate under Chapter 7 of the U.S. Bankruptcy Code."

A full-text copy of the Annual Report is available for free at:

                        http://is.gd/Ar9Uqh

The Associated Press, which earlier reported about American
Apparel's bankruptcy warning, notes that the Company has been
plagued by problems.  The AP relates that: in October the Company
amended a credit agreement with Lion Capital; that same month it
avoided being delisted by the New York Stock Exchange Amex LLC
after submitting a plan related to its financial filings; and a
former worker also has sued founder Dov Charney, alleging he
sexually abused her.

                       About American Apparel

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

American Apparel disclosed in its quarterly report on Form 10-Q
for the third quarter of 2010 that based upon results of
operations for the nine months ended Sept. 30, 2010, and through
the issuance of the financial statements and projected for the
remainder of 2010, the Company may not have sufficient liquidity
necessary to sustain operations for the next twelve months, and
that it is probable that beginning Jan. 31, 2011, the Company will
not be in compliance with the minimum Consolidated EBITDA covenant
under the $80,000,000 term loan with Lion Capital LLP.

"Noncompliance with covenants under the Lion Credit Agreement
would constitute an event of default under the BofA Credit
Agreement, which, if not waived, could block the Company from
making borrowings under the BofA Credit Agreement," the Company
said in the filing.  "These factors, among others, raise
substantial doubt that the Company will be able to continue as a
going concern."


AMERISTAR CASINOS: Moody's Cuts Corporate Family Rating to 'B1'
---------------------------------------------------------------
Moody's Investors Service downgraded Ameristar Casinos, Inc.'s
(Ameristar) Corporate Family and Probability of Default ratings to
B1 from Ba3.  At the same time, Moody's assigned a Ba3 rating to
the company's proposed $1.4 billion senior secured credit
facilities, and a B3 to its proposed $800 million senior unsecured
note offering.  Ameristar's Speculative Grade Liquidity rating
remains unchanged at SGL-2.  A stable ratings outlook was
assigned.

This concludes the review process that was initiated on Feb. 28,
2011, when the company announced that it entered into a binding
agreement with the co-executors of the Estate of Craig H. Neilsen
to purchase 26,150,000 shares of Ameristar common stock held by
the Neilsen Estate at a price of $17.50 per share, for a total
price of $457,625,000.

Proceeds from the proposed debt offerings will be used to retire
approximately $1.5 billion of existing indebtedness and to fund
the share repurchase.

Ratings lowered:

   * Corporate Family Rating to B1 from Ba3;

   * Probability of Default Rating to B1 from Ba3

Ratings assigned:

   * $500 million senior secured revolver expiring 2016 at Ba3
     (LGD 3, 31%);

   * $200 million senior secured term loan A due 2016 at Ba3 (LGD
     3, 31%);

   * $700 million senior secured term loan B due 2017 at Ba3 (LGD
     3, 31%); and

   * $800 million senior unsecured notes due 2021 at B3 (LGD 5,
     85%).

Ratings confirmed and to be withdrawn when transaction closes:

   * $650 million 9 ¬% senior subordinated notes due 2014 at B2
     (LGD 5, 84%)

RATINGS RATIONALE

"The downgrade of Ameristar's Corporate Family Rating (CFR) to B1
from Ba3 reflects the significant increase in leverage resulting
from the stock repurchase and Moody's concern that Ameristar will
not be able to generate its targeted level of free cash flow for
fiscal 2011 and fiscal 2012.  As a result, Moody's believes the
company will find it difficult to reduce debt/EBITDA back down to
where it was prior to the debt-financed stock repurchase," stated
Keith Foley, Senior Vice President at Moody's.

Pro forma for the share repurchase, debt/EBITDA calculated
according to Moody's standard adjustments, will be significant at
about 6.7 times compared to about 5.0 times at Dec. 31, 2010.

Despite continued earnings pressure, Moody's expects that
Ameristar will generate between $200 million and $250 million of
cumulative free cash flow over the next two fiscal years, most or
all of which of is expected to be applied toward absolute debt
reduction.  However, despite this debt reduction, Ameristar's
debt/EBITDA will likely remain above 5.5 times by the end of
fiscal 2012, a level more consistent with a B1 CFR.  While it
appears that gaming revenues across the U.S. have stabilized,
Ameristar's ability to grow earnings -- a key factor with respect
to achieving its debt reduction targets -- is still subject to a
relatively weak outlook for consumer discretionary spending, and
other macroeconomic factors such as continued high unemployment
and higher energy costs, any or all of which could unfavorably
impact consumer spending on gaming.

The B1 CFR continues to reflect Ameristar's leading gaming revenue
share in markets that represent a majority of its consolidated
revenue and cash flow, high EBITDA margins relative to its peer
group, and the fact that the company has invested a considerable
amount of capital in its asset base in the past few years.

The stable outlook considers that although Ameristar is taking on
considerable additional debt, there will likely be an overall
reduction in the company's weighted average cost of debt as a
result of its refinancing.  The stable outlook also recognizes the
favorable impact the refinancing will have on Ameristar's debt
maturity profile.  The earliest material debt maturity will now
occur in 2016.  Prior to the refinancing, the company's bank
facilities matured in 2012.

Ratings could be lowered if it appears that Ameristar will not be
able to reduce debt/EBITDA debt to 6.0 times by the end of fiscal
2012.  A higher rating would require that Ameristar achieve and
sustain debt/EBITDA at/below 5.0 times.

The Ba3 rating on the proposed $1.4 billion bank credit facilities
is one-notch higher than Ameristar's CFR.  This reflects the
substantial amount of credit support that it receives from the
company's proposed $800 million senior unsecured note offering.
The B3 rating on Ameristar's proposed $800 million senior
unsecured note offering is two notches lower than its CFR and
reflects the significant amount of secured debt that will have a
priority of claim senior to the unsecured notes.

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

Ameristar Casinos, Inc. owns and operates eight hotel/casinos in
seven jurisdictions. The company generates approximately
$1.2 billion of consolidated net revenues.


AMERISTAR CASINOS: S&P Gives 'BB+' on $1.4-Bil. Credit Facility
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned Las Vegas-based
Ameristar Casinos Inc.'s proposed $1.4 billion credit facility its
preliminary issue-level rating of 'BB+' (two notches higher than
S&P's 'BB-' corporate credit rating on the company).  "We also
assigned this debt a preliminary recovery rating of '1',
indicating our expectation of very high (90%-100%) recovery for
lenders in the event of a payment default," S&P said.  The
proposed credit facility comprises a $500 million revolver, a
$200 million term loan A, and a $700 million term loan B.

"We also assigned the company's proposed $800 million senior notes
due 2021 our preliminary issue-level rating of 'B+'.  We assigned
this debt a preliminary recovery rating of '5', indicating our
expectation of modest (10%-30%) recovery for noteholders in the
event of a default," S&P said.

All ratings are pending S&P's review of final documentation.

Proceeds from the proposed debt will be used to fund
$457.6 million in share repurchases from the Estate of Craig H.
Nielsen, to repay its existing credit facility, and to finance a
cash tender offer for its outstanding $650 million 9.25% senior
notes due 2014.  As of Dec. 31, 2010, Ameristar's outstanding debt
was $1.5 billion.

"All outstanding ratings on Ameristar Casinos, including our 'BB-'
corporate credit rating, were affirmed.  The rating outlook is
stable," S&P said.

"We previously lowered our corporate credit rating on Ameristar to
'BB-' following the company's announcement on Feb. 28, 2011, that
it plans to repurchase $457.6 million in shares from the Estate of
Craig H. Nielsen as part of a recapitalization.  The share
repurchase will bring the estate's total ownership down to 17%,
below the 20% threshold that the Craig H. Nielsen Foundation is
permitted to retain following distribution from the estate
according to the Internal Revenue Code and applicable regulations
thereunder.  Pro forma for the transaction, we expect our measure
of adjusted leverage to increase meaningfully, to approximately
6.5x, from 4.9x at Dec. 31, 2010.  Our downgrade reflected our
view that this spike in leverage results in a financial risk
profile no longer consistent with the prior 'BB' corporate
credit rating," S&P noted.

"In 2011, we expect Ameristar to generate relatively stable
revenue and EBITDA.  Our performance expectations incorporate our
view that the outlook for the U.S. gaming industry in 2011 is
relatively stable.  While Standard & Poor's economists currently
forecast a modest 2.9% increase in consumer spending in
2011, we expect this spending will continue to be weighted more
toward essential items rather than discretionary items such as
gaming.  Still, we expect Ameristar to continue to generate good
levels of free cash flow and that the company will focus its free
cash flow on debt repayment.  We believe leverage will improve to
the low-6x area by the end of 2011.  While we anticipate the
transaction will enable Ameristar to more aggressively pursue
expansion opportunities than it has in recent periods, the 'BB-'
rating incorporates our expectation that, over the near term, the
company will focus its efforts on bringing debt balances down and
that leverage will remain in the low-6x area or lower over time,"
according to S&P.

"The 'BB-' rating reflects Ameristar's high levels of competition
in many of its markets, generally weak operating conditions in the
U.S. gaming industry due to the pullback in consumer spending, and
high debt leverage," said Standard & Poor's credit analyst Melissa
Long.  "The company's relatively diversified portfolio of gaming
operations, leading market share in several of its markets, and
our expectation of relatively stable cash flow generation
over the intermediate term temper these weaknesses."


AMERICAN NATURAL: Incurs $2.06 Million Net Loss in 2010
-------------------------------------------------------
American Natural Energy Corporation filed with the U.S. Securities
and Exchange Commission its annual report on Form 10-K reporting a
net loss of $2.06 million on $2.57 million of revenue for the year
ended Dec. 31, 2010, compared with net income of $23.95 million on
$1.08 million of revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $16.80 million
in total assets, $8.96 million in total liabilities and $7.84
million in total stockholders' equity.

MaloneBailey, LLP, in Houston, Texas, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company incurred a net loss in
2010 and has a working capital deficiency and an accumulated
deficit at Dec. 31, 2010.

A full-text copy of the Annual Report is available for free at:

                         http://is.gd/hS0jdW

                       About American Natural

American Natural Energy Corporation (TSX Venture: ANR.U) is a
Tulsa, Oklahoma-based independent exploration and production
company with operations in St. Charles Parish, Louisiana.


ANCHOR BLUE: Converted to Chapter 7 Liquidation
-----------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
the reorganization of Anchor Blue Inc. was converted to a
liquidation under Chapter 7 on March 30.  The liquidation of the
primary assets in Chapter 11 was completed when Perry Ellis
International Inc. bought the trademarks and other intellectual
property for $500,000.  All sale proceeds were turned over to the
secured lenders, leaving the company without "resources required
to administer these cases on a going-forward basis," the company
said when asking the bankruptcy judge to convert the case to a
Chapter 7 liquidation.

                        About Anchor Blue

Anchor Blue is a specialty retailer of casual apparel and
accessories for the teenage market.  Founded in 1972, the Company
has 117 stores located in nine western and southwestern states:
Arizona, California, Colorado, New Mexico, Oregon, Texas, Utah and
Washington.  The Company employs 1,400 full and part-time
employees in their stores and their corporate headquarters in
Corona, California.  Anchor Blue is an indirect affiliate of Sun
Capital Partners, a Florida-based investment firm.

Anchor Blue Holding Corp., together with Anchor Blue Inc., filed
for Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No.
11-10110) on Jan. 11, 2011.  As of Jan. 1, 2011, the Debtors'
books and records reflected total combined assets of roughly
$24.7 million (book value) and total combined liabilities of
roughly $38.5 million.

Neil Herman, Esq., and Rachel Mauceri, Esq., at Morgan Lewis, in
Philadelphia, Pennsylvania, serve as counsel to the Debtors.  Epiq
Bankruptcy Solutions, LLC, is the claims and notice agent.  The
Official Committee of Unsecured Creditors is represented by Eric
R. Wilson, Esq., at Kelley Drye & Warren LLP, in New York.

The prepetition first lien lender is represented by Julia Frost-
Davies, Esq., at Bingham McCutchen LLP, in Boston, Massachusetts,
and Regina Stango Kelbon, Esq., at Blank Rome LLP, in
Philadelphia, Pennsylvania.  The prepetition second lien lenders
are represented by Thomas E. Patterson, Esq., at Klee, Tuchin,
Bogdanoff & Stern LLP, in Los Angeles, California.  The Debtors'
prepetition subordinated lender is represented by James Stempel,
Esq., at Kirkland & Ellis LLP, in Chicago, Illinois.


ANGIOTECH PHARMACEUTICALS: Files 2nd Amended, Restated CCAA Plan
----------------------------------------------------------------
Angiotech Pharmaceuticals, Inc., announced on April 1, 2011, that
in connection with its creditor protection proceedings under the
Companies' Creditors Arrangement Act, it and certain of its
subsidiaries filed with the Supreme Court of British Columbia the
Second Amended and Restated CCAA Plan of Compromise or Arrangement
concerning, affecting and involving the Angiotech Entities.

Under the terms of the Amended Plan, the deadline for affected
creditors of the Angiotech Entities (other than the holders of the
Company's 7.75% Senior Subordinated Notes due 2014) with claims
greater than $5,000 but less than or equal to $31,250 to elect to
receive $5,000 in cash in satisfaction of their claims (each a
"Cash Election") has been extended to the date that is 10 days
after the sanctioning of the Plan by the Court.  The extension
will give Affected Creditors additional time to more fully
consider their options following the previously-announced meeting
of the Company's Affected Creditors to be held on April 4, 2011.
In addition, Affected Creditors, other than Subordinated
Noteholders, with claims greater than $31,250 may now elect to
receive cash, at $0.16 on the dollar up to a maximum of $24,000,
in satisfaction of their claims in lieu of receiving new common
shares of Angiotech they would otherwise have been entitled to
receive under the Plan.  Qualifying Affected Creditors may make
Liquidity Elections up to the Election Deadline.

The Amended Plan also removes the additional payment of 3.5% of
New Common Shares issuable on implementation of the Amended Plan
to those Subordinated Noteholders who, prior to Nov. 30, 2010,
executed or consented to the Recapitalization Support Agreement
dated Oct. 29, 2010, between the Angiotech Entities and 73% of
Subordinated Noteholders.  The 3.5% of New Common Shares is now
allocated pro rata to all Affected Creditors, including all
Subordinated Noteholders, based on the amount of their Affected
Claims.  As a result, all Subordinated Noteholders will receive
their pro rata share of up to 96% of the New Common Shares to be
issued upon implementation of the Amended Plan, subject to
dilution in respect of New Common Shares issued to Affected
Creditors who are not Subordinated Noteholders.

As previously announced, the Creditors' Meeting will take place on
April 4, 2011.  If the Amended Plan is approved by the required
majority of the Affected Creditors at the Creditors' Meeting, the
Angiotech Entities intend to bring an application on April 6, 2011
before the Court to seek a sanctioning of the Amended Plan by the
Court.

                  About Angiotech Pharmaceuticals

Based in Vancouver, British Columbia, in Canada, Angiotech
Pharmaceuticals, Inc. (TSX: ANP) -- http://www.angiotech.com/--
is a global specialty pharmaceutical and medical device company.
Angiotech discovers, develops and markets innovative treatment
solutions for diseases or complications associated with medical
device implants, surgical interventions and acute injury.

Alvarez & Marsal Canada Inc., as monitor and foreign
representative, filed Chapter 15 petitions for Angiotech
Pharmaceuticals Inc. and its units (Bankr. D. Del. Lead Case No.
11-10269) on Jan. 30, 2011, to seek recognition of their
insolvency proceedings under the Companies' Creditors Arrangement
Act in Canada as a "foreign main proceeding" under 11 U.S.C.
Sec. 1517.

The Company's balance sheet at Sept. 30, 2010, showed
US$326.80 million in total assets, US$60.30 million in current
liabilities, and US$622.16 million in non-current liabilities and
a stockholders' deficit of US$355.67 million.

The foreign representative has tapped Mary Caloway, Esq., at
Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, and
Ken Coleman, Esq., at Allen & Overly LLP, in New York, as counsel
in the Chapter 15 case.  John Grieve, Esq., at Fasken Martineau
DuMoulin LLP, in Vancouver, B.C., represents A&M in the CCAA case.

As reported by the Troubled Company Reporter on Feb. 21, 2011, the
Supreme Court of British Columbia accepted for filing a plan of
compromise or arrangement, with terms and conditions materially
consistent with Angiotech's recapitalization transaction.  The
Canadian Court granted an order authorizing the holding of a
meeting of the affected creditors of the Angiotech Entities on
April 4.  The purpose of the meeting is for the Affected Creditors
to consider and vote on the Plan.  If the Plan is approved by the
required majority of Affected Creditors, the Angiotech Entities
intend to bring a further motion on or about April 6 seeking a
sanctioning of the Plan by the Court.  The Canadian Court also
granted an order establishing a procedure for the adjudication,
resolution and determination of claims of Affected Creditors for
voting and distribution purposes under the Plan and fixing a
claims bar date of March 17, 2011.


APARTMENT INVESTMENT: S&P Affirms 'BB+' Corporate Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Apartment Investment and Management Co. (AIMCO), and its operating
partnership, AIMCO Properties L.P.  "At the same time, we affirmed
our 'BB+' corporate credit ratings on the two companies,
along with our 'B+' rating on AIMCO's preferred stock, S&P said.
The rating actions affect roughly $622.5 million in rated
preferred securities.

"The rating on AIMCO reflects the company's significant financial
profile, notably higher-than-average leverage, and weak FCC," said
credit analyst George Skoufis.

Mr. Skoufis also stated that "AIMCO's aggressive asset recycling
in prior years has diluted its cash flow and contributed to the
weaker FCC.  However, the company's portfolio quality has improved
recently, including its conventional apartment portfolio, which is
among the most diversified.  AIMCO's apartment portfolio has
performed well relative to those of its peers."

The outlook is stable.  "AIMCO's debt protection measures have
stabilized and we believe apartment fundamentals will continue to
strengthen, which will support rising rents within AIMCO's
apartment portfolio.  We expect AIMCO's portfolio cash flow to
benefit from these factors and coverage measures are expected to
modestly improve in 2011.  We expect AIMCO to manage coverage
levels higher toward a FCC target in the mid-1x area.  There is no
tolerance for coverage measures to deteriorate from current
levels. AIMCO's ratings would face downward pressure if coverage
measures do not improve from their cyclically low levels.
Currently, there is no momentum for ratings to improve due to
AIMCO's more highly leveraged financial profile and weak coverage
metrics," S&P stated.


ASHTEAD GROUP: Moody's Changes 'B1' Rating Outlook to Positive
--------------------------------------------------------------
Moody's Investors Service has changed the outlook on the ratings
of Ashtead Group Plc, including its 'B1' corporate family rating
to positive from negative.

The change in rating outlook was prompted by Moody's expectation
that the company should show improved operating performance and
credit metrics as a result of increasing demand, particularly in
its core US market.  It also reflects the improvement in the
company's debt maturity profile through the extension of its bank
facility.

"The change in outlook to positive from negative incorporates
Moody's expectation that improved market conditions are likely to
result in key credit metrics, particularly EBIT to interest
expense, increasing over the medium term", says Douglas Crawford,
Moody's lead analyst for Ashtead.

The positive outlook is supported by Ashtead's improved adjusted
leverage (3.1x at January 31, 2011, down from a maximum of 3.7x at
April 30, 2010).  Reported net leverage of 2.8x is now back within
the company's 2-3x target range through the cycle.

Moody's acknowledges the company's performance through the
downturn, with capital expenditure reduced and free cash flow
(after equipment disposals) used to pay down debt.  However,
Moody's remains concerned that the average age of its equipment
fleet is now close to previous cyclical peaks at 50 months; and
the rating agency expects negative free cash flow next year as the
company significantly reinvests in rental fleet to reduce the
average age and add capacity to meet anticipated higher rental
demand.

Ashtead's liquidity is primarily through its new US$1.4 billion
ABL facility maturing in 2016, that has refinanced its ABL due
2013.  Reliance on an asset-based loan for liquidity introduces
specific liquidity concerns, although the company's liquidity
profile is currently solid.  Ashtead has indicated that, following
the full redemption on 28 April 2011 of the US$250 million 2015
senior secured Notes (issued by Ashtead Holdings Plc), excess
availability on the ABL will be around US$475 million -- in line
with the availability at January 2010.  ABL availability is
largely dependent on asset valuations.  Used equipment values fell
by about 30% during the downturn, and have since partially
recovered.  Further recovery should improve availability, which
Moody's anticipates should reach over US$500 million during 2011.
Moody's also notes that the renewed ABL has reduced margins
compared to its previous 2013 facility, with leverage and fixed
charge covenants applicable if excess availability falls to 12% of
the facility size (i.e. US$168 million vs US$150 million for the
2013 facility).

The rating on the outstanding US$550 million 2016 senior secured
Notes (issued by Ashtead Capital Inc) has been maintained at B2,
despite the planned redemption of the 2015 Notes.  The B2 rating
is one notch higher than that derived through Moody's LGD model,
reflecting the positive trends shown by the change in rating
outlook from negative to positive.  If the outlook were
subsequently to revert to stable, then the 2016 Notes could be
downgraded to B3.  Commensurately, an upgrade of the CFR by one
notch may not lead to an upgrade of the 2016 Notes.

Ashtead's ratings could potentially be upgraded if adjusted
leverage falls below 3x, with EBIT/Interest above 2x, while
maintaining availability under the ABL above US$500 million.
Ratings could be downgraded if availability under the ABL falls
towards US$400 million; if adjusted leverage rises towards 4x; if
free cash flow is significantly below the company's guidance; or
if a recovery in the US construction markets is delayed such that
the company is not soon able to reverse the progressive aging of
its fleet.  Rating action may also be taken if the company embarks
on a material debt-funded acquisition.

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

Moody's previous rating action on Ashtead was implemented on
May 21, 2009, when the rating agency downgraded the corporate
family rating to B1 from Ba3 and kept the outlook on negative.

Ashtead is a UK-listed equipment rental company, with operations
in the US and UK. Total revenue as at January 31, 2011, on a last-
12-months (LTM) basis was GBP915 million.  The company is listed
on the London Stock Exchange, with a market capitalisation of
around GBP1 billion.


ASHEVILLE DOWNTOWN: Case Summary & 15 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Asheville Downtown Holdings, Ltd.
        P.O. Box 745
        Hendersonville, NC 28793

Bankruptcy Case No.: 11-10327

Chapter 11 Petition Date: April 1, 2011

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

Judge: George R. Hodges

Debtor's Counsel: Edward C. Hay, Jr., Esq.
                  PITTS, HAY & HUGENSCHMIDT, P.A.
                  137 Biltmore Avenue
                  Asheville, NC 28801
                  Tel: (828) 255-8085
                  Fax: (828) 251-2760
                  E-mail: ehay@phhlawfirm.com

Scheduled Assets: $2,478,648

Scheduled Debts: $1,904,166

A list of the Company's 15 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ncwb11-10327.pdf

The petition was signed by Walter McGee, president/director.


ATCONTACT COMMUNICATIONS: Case Summary & Creditors List
-------------------------------------------------------
Debtor: AtContact Communications, LLC
        dba @contact
            Contactmeo
        2539 North Highway 67
        P.O. Box 348
        Sedalia, CO 80135

Bankruptcy Case No.: 11-17175

Chapter 11 Petition Date: April 1, 2011

Court: U.S. Bankruptcy Court
       District of Colorado (Denver)

Judge: Elizabeth E. Brown

Debtor's Counsel: Lee M. Kutner, Esq.
                  KUTNER MILLER BRINEN, P.C.
                  303 E. 17th Avenue, Suite 500
                  Denver, CO 80203
                  Tel: (303) 832-2400
                  E-mail: lmk@kutnerlaw.com

Estimated Assets: Not Stated

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/cob11-17175.pdf

The petition was signed by David M. Drucker, manager.


ATI ACQUISITION: S&P's 'B' Corporate Remains on Watch Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services said its 'B' corporate credit
rating on ATI Acquisition Co., as well as all related issue-level
ratings on the company's debt, remains on CreditWatch, where it
was placed with negative implications on Sept. 24, 2010.  Recovery
ratings on the company's debt issues remain unchanged.

North Richland Hills, Texas-based ATI had total debt of
$260 million as of Dec. 31, 2010.

"We continue to evaluate the potential impact of proposed federal
government regulation changes, which would negatively affect ATI's
operating performance, debt leverage, and liquidity.  The DoE has
indicated that it plans to finalize the new regulations in 2011,
with implementation beginning July 1, 2012," S&P said.

Revenues increased 35.4% in 2010, while EBITDA increased 4.2% due
to increased bad debt expense as a result of internal processing
delays of federal student financial aid.  Discretionary cash flow
was adequate in 2010, with EBITDA conversion of discretionary cash
flow at 30%, versus 10% in 2009.  "We regard the company's recent
revenue increase and discretionary cash flow generation as having
little bearing on future performance if increased regulation
results in a sharp decline in enrollment.  ATI indirectly derives
nearly 90% of revenues from federal government sponsored financial
aid and grants received by its students," S&P noted.

Including ATI's off-balance-sheet operating lease commitments and
excluding add-backs allowed in the credit agreement (acquisition
costs, losses on startup campuses, management fees and other add-
backs), debt leverage declined slightly, to 4.8x in 2010, from
roughly 5.0x at the time of the company's December 2009 leveraged
buyout.  ATI's leverage of 3.34x at Dec. 31, 2010, as calculated
per covenants under the company's bank facilities, provides a 16%
cushion against the leverage covenant of 4.0x, which steps down to
3.75x at June 30, 2011, and 3.50x at Dec. 31, 2011.  However, the
potential impact of federal regulations on the company's operating
performance, debt leverage, and liquidity could be material.

"In resolving our CreditWatch listing, we will assess the outcome
of the proposed regulation and its effect on ATI's enrollment,
operating performance, and liquidity," S&P added.


AVCORP INDUSTRIES: Not in Compliance With Financial Covenants
-------------------------------------------------------------
Avcorp announced Friday its financial results for the year ended
Dec. 31, 2010.

During the year ended Dec. 31, 2010, the Company recorded a net
loss of $7,606,000 on $77,258,000 revenue, as compared to a
$8,410,000 net loss on $69,202,000 revenue for the preceding year.

The Company has realized revenue growth in 2010 from full rate
production of certain programs which were in start-up phase for
the Company in 2009.  Additionally, the Company has experienced an
increase in revenue during 2010 relative to 2009 arising from rate
increases on mature programs, while customer demand for non-
original equipment manufacturer's products and services has
fallen.

Gross profit (revenue less cost of sales) for the year ended
Dec. 31, 2010 was 12.1% of revenue as compared to 6.7% of revenue
for the year ended Dec. 31, 2009.  During 2010 gross margin has
improved by $4,722,000 over 2009.  Gross profit has increased
significantly during 2010 relative to the preceding year as a
result of increased revenues and improved operating efficiencies.

Although customer demand for the Company's products has increased
from the previous year, there remain within its operations
significant levels of unutilized plant capacity.  The Company has
expensed $4,125,000 of overhead costs during the current year
(Dec. 31, 2009: $4,667,000) in respect of unutilized plant
capacity.  As at Dec. 31, 2010, the Company recorded a one-time
non-cash charge against income in the amount of $1,482,000 for the
full write-down of the carrying amount of intangible assets which
arose on the 2007 acquisition of its subsidiary Comtek Advanced
Structures Ltd.  Concurrently, the associated future income tax
liability amounting to $858,000 has been recovered in its
entirety.

It should be noted that the current year loss includes a $43,000
foreign exchange loss, while the loss for the year ended Dec. 31,
2009 was mitigated by a $4,412,000 foreign exchange gain which
occurred as a result of holding foreign-currency-denominated
receivables, payables and debt.

Cash flows from operating activities during the current year
utilized $2,694,000 of cash, as compared to utilizing $1,493,000
of cash during the year ended Dec. 31, 2009.  The Company has a
working capital surplus of $1,316,000 as at Dec. 31, 2010
(Dec. 31, 2009: $820,000 surplus) and an accumulated deficit of
$73,741,000 at Dec. 31, 2010 (Dec. 31, 2009: $65,379,000).

There were 195,505,323 common shares issued as at Dec. 31, 2011.
The book value of common shares issued and outstanding as at
Dec. 31, 2010 was $76,042,000 (Dec. 31, 2009: $74,601,000).

The Company is currently engaged with several of its financial
stakeholders in the re-financing of certain financial
arrangements.

As at Dec. 31, 2010, the Company was not in compliance with
financial covenants associated with its operating lines of credit.
In the absence of obtaining a waiver of such breach, the lender is
entitled to demand immediate payment.

Also, as at Dec. 31, 2010, the Company was not in compliance with
a financial covenant associated with the convertible debenture
held by Export Development Canada.  The Company has obtained a
waiver from the debenture holder for this non-compliance.
Principal and interest on this loan are due March 31, 2011.

On July 1, 2011, the Company's preferred shares and all accrued
and unpaid dividends will be redeemable at the option of the
holder.

                            About Avcorp

Avcorp designs and builds major airframe structures for some of
the world's leading aircraft companies, including Boeing,
Bombardier, and Cessna.  With more than 50 years of experience,
473 skilled employees and 354,000 square feet of facilities,
Avcorp offers integrated composite and metallic aircraft
structures to aircraft manufacturers, a distinct advantage in the
pursuit of contracts for new aircraft designs, which require
lower-cost, light-weight, strong, reliable structures.  Avcorp is
a Canadian public company traded on the Toronto Stock Exchange
(CA:AVP).


AVISTAR COMMUNICATIONS: Swings to $4.45-Mil. Profit in 2010
-----------------------------------------------------------
Avistar Communications Corporation filed with the U.S. Securities
and Exchange Commission its annual report on Form 10-K, reporting
net income of $4.45 million on $19.65 million of total revenue for
the year ended Dec. 31, 2010, compared with a net loss of
$3.98 million on $8.82 million of total revenue during the prior
year.

The Company's balance sheet at Dec. 31, 2010 showed $3.27 million
in total assets, $11.12 million in total liabilities, and a
$7.85 million total stockholders' deficit.

A full-text copy of the Annual Report is available for free at:

                        http://is.gd/jErE85

                   About Avistar Communications

Headquartered in San Mateo, California, Avistar Communications
Corporation (Nasdaq: AVSR) -- http://www.avistar.com/-- holds a
portfolio of 80 patents for inventions in video and network
technology and licenses IP to videoconferencing, rich-media
services, public networking and related industries.  Current
licensees include Sony Corporation, Sony Computer Entertainment
Inc. (SCEI), Polycom Inc., Tandberg ASA, Radvision Ltd. and
Emblaze-VCON.


BAOSHINN CORPORATION: Accumulated Losses Cue Going Concern Doubt
----------------------------------------------------------------
Baoshinn Corporation filed on March 30, 2011, its annual report on
Form 10-K for the fiscal year ended Dec. 31, 2010.

Dominic K.F. Chan & Co, in Hong Kong, expressed substantial doubt
about Baoshinn Corporation and its subsidiaries' ability to
continue as a going concern.  The independent auditors noted that
the Group has accumulated losses.

The Company reported net income of $25,754 on $30.6 million of
revenues for 2010, compared with net income of $5,159 on
$24.3 million of revenues for 2009.

At Dec. 31, 2010, the Company's balance sheet showed $4.3 million
in total assets, $3.5 million in total liabilities, and
stockholders' equity of $829,433.

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

                       http://is.gd/p1WsN8

Based in Kowloon, Hong Kong, Baoshinn Corporation, through its
Hong Kong subsidiary, is a ticket consolidator of major
international airlines.  The Company provides travel services such
as ticketing, hotel and accommodation arrangements, tour packages,
incentive tours and group sightseeing.


BARNES BAY: U.S. Trustee Forms 5-Member Creditors Committee
-----------------------------------------------------------
Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
five members to the official committee of unsecured creditors in
the Chapter 11 cases of Barnes Bay Development Ltd.

The Creditors Committee members are:

1. Exclusive Resorts Real Estate Holding II, LLC
   Attn: General Counsel
   1515 Arapahoe Street, Tower 3, Suite 300
   Denver CO 80202
   Tel: (202) 776-1403
   Fax: (202) 776-1494

2. World Class Pools
   Attn: Glenn Harris
   Box 5065, The Valley
   Anguilla BWI AI 2640,
   Tel: (561) 531-6972

3. Joel Greenburg and Mary Gringlas
   727 Merion Square Road
   Gladwyne PA 19035
   Tel: (610) 617-2610
   Fax: (610) 617-2905

4. Carillion Construction (West Indies) Ltd.
   Attn: Christopher Buck, Esq.
   Brickfield Road, Carapachaima
   Trinidad, West Indies
   Tel: (905) 532-5377

5. Jacob Stepan
   40 Roc Etam Road
   Randolph NJ 07869
   Tel: (917) 361-2376
    Fax: 973-442-0558

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtor's
expense.  They may investigate the Debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

                         About Barnes Bay

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

Akin Gump Strauss Hauer & Feld LLP, and Richards Layton & Finger,
P.A., represent the Debtor in its restructuring effort.  Kurtzman
Carson Consultants LLC is the Debtor's claims, noticing,
solicitation and balloting agent.

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


BARNES BAY: Disclosure Statement Hearing Set for May 3
------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
convene a hearing on May 3, 2011, at 9:30 a.m. (EDT), to consider
adequacy of the Disclosure Statement explaining Barnes Bay
Development Ltd.'s proposed Plan of Liquidation dated as of
April 1, 2011.  Objections, if any, are due April 29, at 4:00 p.m.

According to the Disclosure Statement, the Plan contemplates the
public auction and sale of substantially all the Debtor's assets.
The proceeds will be used to satisfy the Debtor's secured
obligations and make distributions under the Plan.

During the construction process, Barnes Bay marketed and sold the
private villas and oceanfront residences.  As of the Petition
Date, Barnes Bay had signed Purchase and Sale Agreements (PSA)
with buyers for 25 villas and 72 of the other private residences,
collecting almost $49,000,000 in deposits against purchase prices
aggregating approximately $220,000,000.

A Starwood Capital Group controlled affiliate owns the $358
million mortgage on Viceroy Anguilla Resort and Residences and
expects to acquire the resort as part of the sale and bankruptcy
plan.

                 Treatment of Claims and Interests

Class 1 (DIP Claims)              Payment in full.

Class 2(Prepetition Lender Claim) Payment in full.

Class 3 (Other Secured Claims)    Payment in full.

Class 4 (Priority Claims)         Payment in full.

Class 5 (PSA Unsecured Claims)    At Creditor's election, PSAs
                                  will either be (i) assumed and
                                  assigned to Buyer or (ii)
                                  rejected. Claims arising from
                                  rejection of PSAs receive pro
                                  rata distribution in Cash from
                                  the PSA Unsecured Recovery Pool.

Class 6 (General Unsecured Claim) Pro rata distribution in Cash
                                  from the General Unsecured
                                  Creditor Recovery Pool.

Class 7 (Prepetition Lender       Waived if Prepetition Lender is
         Deficiency Claims)       the Buyer. If Prepetition Lender
                                  is not the Buyer, Claims will be
                                  treated (i) pari passu on a
                                  percentage recovery basis with
                                  Class 5 and Class 6 Claims or
                                  (ii) as otherwise agreed by the
                                  Prepetition Lender.

Class 8 (Intercompany Indemnity   No Distribution. Intercompany
         Claims)                  Indemnity Claims will be waived,
                                  released and discharged on the
                                  Effective Date.

Class 9 (Interest and Interest    No Distribution. Interests
         Related Claims)          will be canceled on the
                                  Effective Date.

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

The Debtor is represented by:

      AKIN GUMP STRAUSS HAUER & FELD LLP
      1700 Pacific Avenue, Suite 4100
      Dallas, TX 75201
      Tel: (214) 969-2800

      RICHARDS LAYTON & FINGER, P.A.
      500 Delaware Avenue, Suite 1410
      Wilmington, DE 19801
      Tel: (302) 652-3131

                         About Barnes Bay

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

Akin Gump Strauss Hauer & Feld LLP, and Richards Layton & Finger,
P.A., represent the Debtor in its restructuring effort.  Kurtzman
Carson Consultants LLC is the Debtor's claims, noticing,
solicitation and balloting agent.

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


BIOJECT MEDICAL: Incurs $1.47 Million Net Loss in 2010
------------------------------------------------------
Bioject Medical Technologies, Inc., filed with the U.S. Securities
and Exchange Commission its annual report on Form 10-K reporting a
net loss of $1.47 million on $5.57 million of revenue for the year
ended Dec. 31, 2010, compared with a net loss of $1.08 million on
$6.69 million of revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010, showed $3.67 million
in total assets, $3.29 million in total liabilities, and $380,830
in total shareholders' equity.

Moss Adams LLP, in Portland, Oregon, noted that the Company has
suffered recurring losses, has had significant recurring negative
cash flows from operations, and has an accumulated deficit that
raise substantial doubt about its ability to continue as a going
concern.

A full-text copy of the annual report on Form 10-K is available
for free at http://is.gd/O0EBcg

                       About Bioject Medical

Bioject Medical Technologies Inc. (OTCBB: BJCT) --
http://www.bioject.com/-- based in Portland, Oregon, is an
innovative developer and manufacturer of needle-free injection
therapy systems.  The Company is focused on developing mutually
beneficial agreements with leading pharmaceutical, biotechnology,
and veterinary companies.


BIOJECT MEDICAL: Amends Lease Pact With MEPT to Repay Rent
----------------------------------------------------------
Bioject Medical Technologies Inc. entered into amendment to its
lease agreement with MEPT Commerce Park Tualatin II and III LLC
related to its Tualatin, Oregon facility.  The Amendment provides
for the repayment of rent previously deferred under the lease at
the rate of $2,000 per month for the period April 1, 2011 through
March 31, 2012 and $3,742 per month for the period April 1, 2012
through Dec. 31, 2014.

A full-text copy of the Fifth Amendment to Lease is available for
free at http://is.gd/8vRjcy

                       About Bioject Medical

Bioject Medical Technologies Inc. (OTCBB: BJCT) --
http://www.bioject.com/-- based in Portland, Oregon, is an
innovative developer and manufacturer of needle-free injection
therapy systems.  The Company is focused on developing mutually
beneficial agreements with leading pharmaceutical, biotechnology,
and veterinary companies.

The Company reported a net loss of $1.47 million on $5.57 million
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $1.08 million on $6.69 million of revenue during the prior
year.

The Company's balance sheet at Dec. 31, 2010 showed $3.67 million
in total assets, $3.29 million in total liabilities and $380,830
in total shareholders' equity.


BLOCKBUSTER INC: Several Competing Bids at Auction
--------------------------------------------------
Blockbuster Inc. received several competing bids in advance of the
April 4 auction, Bill Rochelle, Bloomberg News' bankruptcy
columnist, reports, citing a person familiar with the matter.  The
bids are slightly higher than the offer from the group of secured
creditors, said the person, who declined to be named because the
talks are private.  The hearing for approval of the sale is
scheduled for April 7.

Mr. Rochelle relates that at the auction, the opening bid of
$290 million comes from a group holding some of the $630 million
in first-lien bonds.  Dozens of landlords and other creditors
filed objections to the sale.  Some said the noteholder group
failed to provide proof of its financial ability to operate the
business and pay store rent going forward.

As reported by the Troubled Company Reporter on April 2, 2011,
Jung-Ah Lee, writing for The Wall Street Journal, said South
Korea's SK Telecom Co. is considering a bid for Blockbuster, an
official at the Korean mobile operator indicated Thursday.  "We
are considering the bid . . . but haven't decided whether we would
really bid for it or not," the official said without elaborating,
according to the Journal.

The Journal said the latest move is seen as SK Telecom's latest
initiative to broaden its business portfolio and tap sources of
growth overseas amid the rising popularity of smartphones and
tablet computing devices.

The Wall Street Journal's Mike Spector reports that people
familiar with the matter said Gordon Brothers Group and Hilco
Merchant Resources have submitted a joint bid for the DVDs and
other inventory at 1,717 Blockbuster stores.  If successful, the
pair would take over the stores and liquidate them.

According to the Journal's sources, there were no indications
Monday afternoon that the liquidators would be successful.  Gordon
Brothers and Hilco didn't appear to have an inside track as the
auction wore on Monday, said a person familiar with the matter.

Other bidders showing up at the auction included:

     -- investor Carl Icahn, who teamed with another liquidator,
        Great American Group.  Sources told the Journal that Great
        American would aim to close Blockbuster stores while Mr.
        Icahn attempts to work with the other parts of the
        business, including its DVD vending machine operations. It
        remained unclear how many stores Great American would
        attempt to close and what Mr. Icahn's specific plans for
        Blockbuster were.  Mr. Icahn didn't respond to a request
        for comment. Great American declined to comment.

     -- Dish Network Corp.;

     -- South Korea's SK Telecom Co.; and

     -- a group of hedge-funds led by Monarch Alternative Capital.
        The Monarch-led group bid $290 million in February.

The Journal relates that Blockbuster's bankers and lawyers Monday
were huddled in courtrooms and hallways with bidders at a federal
bankruptcy court in Manhattan to mull which offer, or combination
of offers, would garner the most money for creditors.  The
bidders' representatives signed in at a table manned by
Blockbuster lawyers from Weil, Gotshal & Manges outside Judge
Burton Lifland's chambers.

After sounding each other out, Blockbuster and its suitors wound
down their day in bankruptcy court shortly before 6 p.m.
According to the Journal, the parties were expected to return
Tuesday morning, when Blockbuster lawyers plan to publicly appear
in a courtroom and begin a formal auction, with bidders competing
in an on-the-record forum.

According to the Journal, several landlords, including Aston
Properties Inc. and General Growth Properties Inc., last week
objected to Blockbuster's pending auction, saying the company
failed to provide so-called "adequate assurance packages" that
outline how the landlords' debts would be repaid.  Blockbuster
hasn't yet responded to the landlords' legal papers and the
auction proceeded as scheduled.

The Journal relates that among the landlords who will lose
Blockbuster stores are:

     -- Regency Centers Inc., a Jacksonville-based real-estate
        investment trust that owns 396 U.S. shopping centers.
        Regency has 52 Blockbusters in its portfolio that
        collectively account for less than 1% of the annual rent
        it collects.

     -- Centro Properties Group, the Australian shopping-center
        owner now selling its 588 U.S. centers to Blackstone Group
        LP.  Centro 41 Blockbusters in its U.S. centers and
        expects 15 of them will close.

     -- Houston-based Weingarten Realty Investors, which owns 383
        U.S. centers, had 29 Blockbusters in its centers at the
        end of last year and anticipates losing up to 15 this
        year.

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

                     About Blockbuster Inc.

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

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

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

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

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

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

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

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

Cobalt Video Holdco LLC, the purchaser, is represented by Mark
Shinderman, Esq., at Milbank, Tweed, Hadley & McCloy LLP.

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


BORDERS GROUP: SN Warranty Wants Immediate Decision on Contracts
----------------------------------------------------------------
Prepetition, SN Warranty, LLC and Borders Group entered into an
agreement whereby the Debtors sell extended service agreements or
ESAs to their customers who purchase e-readers and who also wish
to purchase an extended service program in connection with the
E-Reader purchase.

SN Warranty alleges that the Debtors failed to remit service
fees, totaling $153,999, for the period dated January 25, 2011
and continuing through the Petition Date.  The unpaid prepetition
Service Fees translate to about 5,979 ESAs that were not
activated as a result of the Debtors' non-payment of the Service
Fees, SN Warranty asserts.

SN Warranty argues that the Debtors continued to sell the ESAs
after the Petition Date, but have failed to remit the Service
Fees in connection with SN invoices dated March 8, 2011 and March
15, 2011 and have only remitted a portion of the Service Fees in
connection with SN invoice dated February 22, 2011.  SN Warranty
alleges that the Service Fees attributable to postpetition sales,
which the Debtors failed to remit total $63,373 and translate to
2,470 ESAs that were not deactivated.

Before the Petition Date, Service Net received two overpayments
from the Debtors, aggregating $51,741, relating to ESAs which
were cancelled by the purchasing customers.

By this motion, SN Warranty asks the Court to:

  (i) compel the Debtors to assume or reject the Agreement; and

(ii) to the extent the Debtors reject the Agreement, modify the
      automatic stay to permit setoff of the prepetition
      obligations.

Stephen L. Yonaty, Esq., at Cannon Heyman & Weiss, LLP, in
Buffalo, New York -- syonaty@chwattys.com -- argues that
customers who have purchased the ESAs have no way of knowing that
the Debtors have not complied with the two requirements necessary
for activation of the ESAs.  Thus, if a customer is to attempt to
utilize services under the ESA only to learn that the ESA has
never been activated, this would reflect quite badly primarily
upon the Debtors, and also upon Service Net, he stresses.
Moreover, to the extent the Debtors reject the Agreement, that
rejection will result in a significant rejection claim in favor
of SN Warranty, he notes.  Thus, Mr. Yonaty asserts, any claim
arising from the rejection of the Agreement should be available
for setoff against the Prepetition Overpayment.

                        About Borders Group

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

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

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

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

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

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

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

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


BORDERS GROUP: Pershing & Hachette Have Substantial Equity Stake
----------------------------------------------------------------
Pershing Square Capital Management L.P. and Hachette Book Group,
Inc. filed with Court on March 23 and 24, 2011, notices of
substantial ownership of Borders Group, Inc. stock and claim.

As set forth in its March 3, 2011 notice, Pershing Square Capital
disclosed that it acquired on various dates (i) 10,597,980 shares
of Borders common stock and (ii) 25,944,236 warrants to acquire
shares of Borders common stock on behalf of Pershing Square
entities.

Hachette disclosed that it owns a $39,520,757 claim against the
Debtors for invoices between January 5, 2010 and February 15,
2011.

                        About Borders Group

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

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

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

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

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

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

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

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


BORDERS GROUP: Scholastic Posts $3.5-Mil. Bad Debt Expense
----------------------------------------------------------
Scholastic Corporation stated that it recorded a one-time bad
expense of $3.5 million or $0.07 per share related to Borders
Group, Inc.'s bankruptcy filing for the third quarter ended
November 30, 2010.

Scholastic Corporation is a global children's publishing,
education and media company.  The company avers that it is the
world's largest publisher and distributor of children's books and
a leading provider of educational technology products and related
services.

                        About Borders Group

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

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

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

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

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

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

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

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


BORDERS GROUP: Proposes Mercer (US) as Consultant
-------------------------------------------------
Borders Group Inc. and its units seek the Court's permission to
employ Mercer (US) Inc. as their compensation consultant, nunc pro
tunc to the Petition Date.

As the Debtors' consultant, Mercer will:

  (a) review current compensation programs and 2011 business
      plan and restructuring plans and, when requested, execute
      a site visit and executive interviews to review current
      talent challenges;

  (b) develop an executive compensation program that would be
      appropriate and motivational during the restructuring
      period, including, without limitation, cash-based short-
      term incentives, new equity participation arrangements,
      and post-bankruptcy employment security arrangements;

  (c) participate, when requested, in discussions among the
      Debtors, their creditor constituencies, and the United
      States Trustee for Region 2, among other things, to
      explain the purposes and terms of applicable compensation
      programs and provide the results of Mercer's analysis of
      same; and

  (d) if requested, provide testimony regarding Mercer's
      findings, conclusions and recommendations, as applicable,
      including without limitation, at any deposition or hearing
      held in connection with the Debtors' restructuring,
      confirmation of a plan of reorganization, or in connection
      with proceedings to approve any particular compensation
      programs and payments during the pendency of the Debtors'
      Chapter 11 cases.

The Debtors will pay Mercer's professionals according to the
firm's customary hourly rates:

         Title                          Rate per Hour
         -----                          -------------
         Partner                         $700 to $950
         Principal                       $500 to $700
         Senior Associate                $350 to $550
         Associate                       $250 to $400
         Analyst                         $150 to $300
         Researcher                       $50 to $150

Mercer will also be reimbursed for expenses to be incurred.

John Dempsey, a partner at Mercer, relates that the Debtors and
his firm promptly began negotiating the terms of Mercer's
Engagement Letter before the Petition Date.  However, in advance
of the Debtors' bankruptcy filing on February 16, 2011, it was
necessary for Mercer to begin performing certain services on a
limited basis in order to ensure the prompt and efficient
development of the Debtors' incentive and compensation plans.
Mercer received a prepetition retainer from the Debtors for
$40,000.  As of the Petition Date, the balance of the retainer
totaled $5,722, according to Mr. Dempsey.

Mr. Dempsey further discloses that certain parties were former or
current clients of Mercer in matters unrelated to the Debtors'
Chapter 11 cases, a schedule of which is available for free at:

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

Mr. Dempsey insists that Mercer is a "disinterested person" as
defined under Section 101(14) of the Bankruptcy Code.

                        About Borders Group

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

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

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

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

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

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

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

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


BORDERS GROUP: Files Schedules of Assets & Liabilities
------------------------------------------------------

A. Real Property                                              $0

B.1 Cash on hand                                               0
B.2 Bank accounts
    PNC Bank Account                                      2,000
    Blackrock Investments LLC Investment Account              0
B.3 Security deposits with public utilities                    0
B.4 Household goods                                            0
B.5 Books                                                      0
B.6 Wearing apparel                                            0
B.7 Furs and jewelry                                           0
B.8 Firearms and sports                                        0
B.9 Interests in insurance policies                            0
B.10 Annuities                                                 0
B.11 Interests in an education IRA                             0
B.12 Interests in IRA, ERISA, Koegh or Other
    Pension or Profit Sharing Plans
     Deferred Compensation Plan - Rabbi Trust           583,522
B.13 Stock and interests                            Undetermined
     See http://bankrupt.com/misc/BGISchedb13StockInterests.pdf
B.14 Interests in partnerships or joint ventures
     KOBO, Inc.                                    Undetermined
B.15 Government and corporate bonds                            0
B.16 Accounts receivable                                 290,201
B.17 Alimony, maintenance support, property settlements        0
B.18 Other liquidated debts
     Tax receivable - IL - fiscal year end 2009         128,739
     Tax receivable - IL - fiscal year end 2008          75,000
     Tax receivable - AK - fiscal year end 2007          19,431
     Tax receivable - CO - fiscal year end 2009          13,125
     Tax receivable - KS - fiscal year end 2010           9,094
     Tax receivable - NY & NY MTA - fiscal year end 2010  7,520
     Tax receivable - VT - fiscal year end 2010           8,202
B.19 Equitable or future interests, life estates               0
B.20 Contingent and non-contingent interests                   0
B.21 Other contingent and unliquidated claims                  0
B.22 Patents, copyrights and other intellectual property
      Patent
       Computerized book reviewing system          Undetermined
      Registered domain
       Bookssetcltd.co.uk                          Undetermined
       Borders.ie                                  Undetermined
       Bordersbooks.co.uk                          Undetermined
       Borders-books.co.uk                         Undetermined
       Bordersbooksandmusic.co.uk                  Undetermined
       Bordersrewards.co.uk                        Undetermined
       Bordersstores.ie                            Undetermined
B.23 Licenses, franchises and other general intangibles        0
B.24 Customer lists or other compilations                      0
B.25 Automobiles, trucks, trailers, and other vehicles         0
B.26 Boats, motors and accessories                             0
B.27 Aircraft and accessories                                  0
B.28 Office equipment, furnishings, and supplies               0
B.29 Machinery, fixtures, equipment and supplies               0
B.30 Inventory                                                 0
B.31 Animals                                                   0
B.32 Crops                                                     0
B.33 Farming equipment                                         0
B.34 Farm supplies                                             0
B.35 Other personal property                                   0

    TOTAL SCHEDULED ASSETS                           $1,136,834
    ===========================================================

C. Property Claimed as Exempt                                N/A

D. Creditors Holding Secured Claims
   Secured Debt
    Bank of America, N.A. - Revolver Facility      $196,469,250
    GA Capital, LLC - Term Loan                      48,919,245
   UCC Liens
    AT&T Capital Services, Inc.                               0
    Bank of America, N.A.                                     0
    Bank of America, N.A.                                     0
    Cisco Systems Capital Corporation                         0
    Cisco Systems Capital Corporation                         0
    GA Capital, LLC                                           0
    IBM Credit LLC                                            0
   Letters of Credit Outstanding
    Liberty Mutual Insurance Company - 2009          21,188,000
    Bank of America, N.A. - 2010                      5,000,000
    Wells Fargo Bank Northwest, N.A. - 2005           2,701,504
    Safeco Insurance Company of America - 2008        1,826,311
    The Travelers Indemnity Company - 2005            1,400,000
    Wayne County Airport Authority - 2007               181,250
    Jetblue Airways Corporation - 2008                  178,203
    City Of Phoenix Aviation - 2005                     110,000
    Raleigh-Durham Airport Authority - 2009              72,696
    Marketplace Laguardia Limited - 2006                 50,000
    Westfield Concession - 2006                          50,000
    Continental Airlines, Inc. - 2005                    35,000
    Westfield Concession Management - 2005               30,000
    Peabody Municipal Light Plant - 2005                 16,125

E. Creditors Holding Unsecured Priority Claims
   Tax Claims                                      Undetermined
    See http://bankrupt.com/misc/BGISchedE1TaxClaims.pdf

F. Creditors Holding Unsecured Nonpriority Claims
   Trade Payables - Wells Fargo Bank                      6,825
   Litigation & Environmental                      Undetermined
    See http://bankrupt.com/misc/BGISchedF2LitigationClaims.pdf
   Loan Guarantees - Modern Woodmen of America     Undetermined
   Real Property Lease Guarantees                  Undetermined
    See http://bankrupt.com/misc/BGISchedF4RealPropClaims.pdf
   Intercompany Payables
    Borders, Inc.                                   557,851,612
    Borders Direct, LLC                             125,286,814
    Borders International Services, Inc.             18,902,541
    Borders Fulfillment, Inc.                        15,958,700
    Borders Properties, Inc.                        (50,460,159)
    Borders/JGA JV LLC                                 (286,661)

    TOTAL SCHEDULED LIABILITIES                    $945,487,256
    ===========================================================

                        About Borders Group

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

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

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

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

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

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

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

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


BORDERS GROUP: Files Statement of Financial Affairs
---------------------------------------------------
Borders Group, Inc. reported no income from the operation of its
business during the two years immediately preceding the Petition
Date.

BGI Senior Vice President of Restructuring Holly Etlin disclosed
that the Debtor received income other than from the operation of
business during the two years immediately preceding the Petition
Date in these amounts:

        Fiscal Year End                  Amount
        ---------------              --------------
           2010                      ($249,878,766)
           2009                                 $0
           2008                         $1,949,475

Ms. Etlin related that the Debtor made payments, totaling
$556,548,070, to creditors within 90 days immediately preceding
the Petition Date, a schedule of which is available for free at:

        http://bankrupt.com/misc/Borders_SofAS3b.pdf

The Debtor also made payments, totaling $48,423,388, within one
year immediately preceding the Petition Date to creditors who are
or were insiders, a schedule of which is available for free at:

         http://bankrupt.com/misc/Borders_SofA3c.pdf

The Debtor is or was a party to about 46 lawsuits within one year
immediately preceding the Petition Date, a schedule of which is
available for free at:

         http://bankrupt.com/misc/Borders_SofA4a.pdf

Ms. Etlin disclosed that the Debtor made payments, totaling
$9,673,650, related to debt counseling or bankruptcy within one
year immediately preceding the Petition Date, a schedule of which
is available for free at:

          http://bankrupt.com/misc/Borders_SofA9.pdf

The Debtor transferred to Lebow Gamma Limited Partnership common
stock shares and warrants worth $25,000,000 on May 20, 2010.

These officers kept the Debtor's books' records within two years
immediately preceding the Petition Date:

  Name                        Title
  ----                        -----
  Glen Tomaszewski            Vice President, Controller
  Scott D. Henry              Chief Financial Officer
  Mark R. Bierley             Former Chief Financial Officer

Ernst & Young LLP audited the books of accounts and records of
the Debtor within two years immediately preceding the Petition
Date.

Messrs. Tomaszewski and Henry possessed the books and records of
the Debtor at the time of the commencement of its Chapter 11
case.

The Debtor's current officers and stockholders who directly or
indirectly own or hold 5% or more of the voting or equity
securities of the Debtor are:

                                      Nature of       % of
                                        Stock        Stock
  Name/Title                         Ownership   Ownership
  ----------                         ----------  ---------
  Daniel R. Angus                       N/A        N/A
  Vice President, Customer Loyalty

  Michael Archbold                      N/A        N/A
  Director

  Paul Brown                            N/A        N/A
  Director

  Scott Brown                           N/A        N/A
  Vice President, Applications

  Jason Cline                           N/A        N/A
  Vice President, Financial
  Planning & Controller

  Joanna Cline                          N/A        N/A
  Vice President, Marketing

  Michele M. Cloutier                   N/A        N/A
  Executive Vice President

  Michael J. Edwards                    N/A        N/A
  President,
  Chief Executive Officer

  Ronald Floto                          N/A        N/A
  Director

  James M. Frering                      N/A        N/A
  Sr. Vice Pres., Store Operations

  Michael Grossman                      N/A        N/A
  Director

  Scott D. Henry                        N/A        N/A
  Member, Board of Directors and
  Exec. V-Pres., CFO & Treasurer

  Edward J. Jackson                     N/A        N/A
  Vice-Pres., Asst. Treasurer

  Lebow Gamma Limited Partnership     Equity     15.40%
                                     Interests

  Bennett Lebow                         N/A        N/A
  Director

  Andrea H. Lobdell                     N/A        N/A
  Sr. Vice Pres., Merchandising
  Planning & Supply Chain

  Howard Lorber                         N/A        N/A
  Director

  Lynda Y. Pak                          N/A        N/A
  Vice President, Technology

  Pershing Square LP                  Equity      14.70
                                     Interests

  Kathryn M. Popoff                     N/A        N/A
  Vice-Pres, Merchandising/
  Trade Book

  Daniel N. Rose                        N/A        N/A
  Director

  David Shelton                         N/A        N/A
  Director

  Rosalind L. Thompson                  N/A        N/A
  Senior Vice President

  Glen Tomaszewski                      N/A        N/A
  Vice President, Controller

  Timothy Wolf                          N/A        N/A
  Director

The Debtor's former officers are:

  Name                           Title
  ----                           -----
  Richard McGuire III            Director

  Patricia Wynn                  Vice President, Borders
                                 Specialty Retail

  Jennifer S. Lovin              Vice President, Operations &
                                 Services

  Arthur L. Keeney               Senior Vice President,
                                 Marketing

  Lawrence A. Norton             Senior Vice President,
                                 Merchandising, Trade Books

  Anthony J. Grant               Vice President, Real Estate

  William A. Dandy               Senior Vice President,
                                 Marketing

  Nelson D. Clark                Vice President, Audit & Loss
                                 Prevention

  Gary M. Bale                   Senior Vice President,
                                 Merchandising, Non Book

  Shereen Solaiman               Senior Vice President, Human
                                 Resources

  David S. Laverty               Senior Vice President, Chief
                                 Information Officer

  Thomas Carney                  Executive Vice President,
                                 General Counsel, Chief Privacy
                                 Officer & Secretary

  Mark R. Bierley                Executive Vice President, Chief
                                 Financial Officer, & Treasurer

                        About Borders Group

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

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

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

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

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

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

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

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


C-SWDE348 LLC: Bankruptcy Case Assigned to Judge Mike Nakagawa
--------------------------------------------------------------
C-SWDE348, LLC's Chapter 11 bankruptcy case has been assigned to
Judge Mike K. Nakagawa.

These related bankruptcy cases -- filed earlier in March -- were
already assigned to Judge Nakagawa:

   Affiliate                  Case No.   Petition Date
   ---------                  --------   -------------
   C-NW361, LLC               11-13431     03/11/11
   C-NW362, LLC               11-13435     03/11/11
   C-SWDE382, LLC             11-13438     03/11/11
   C-SWDE383, LLC             11-13440     03/11/11
   C-SWDE384, LLC             11-13442     03/11/11

Las Vegas, Nevada-based C-SWDE348, LLC, filed for Chapter 11
bankruptcy protection (Bankr. D. Nev. Case No. 11-13942) on
March 21, 2011.  Scott Bogatz, Esq., at Bogatz & Associates, P.C.,
serves as the Debtor's bankruptcy counsel.  The Debtor estimated
its assets and debts at $10 million to $50 million.

Affiliates B-SWDE3, LLC (Bankr. D. Nev. Case No. 09-29051) and
four affiliates filed for bankruptcy in 2009.  B-NWI1, LLC (Case
No. 10-15774) and nine other related entities sought bankruptcy
protection in 2010.  B-SCT1, LLC (Case No. 11-11560) and G-SWDE1,
LLC (Case No. 11-11991) filed Chapter 11 petitions in February
2011.  C-NW361, LLC, and five other affiliates sought bankruptcy
protection in March 2011.


CABRINI MEDICAL: Wins Confirmation of Chapter 11 Plan
-----------------------------------------------------
Cabrini Medical Center will have an approved Chapter 11 plan as
soon as the bankruptcy judge signs the confirmation order, Bill
Rochelle, Bloomberg News' bankruptcy columnist, reports, quoting
Frank Oswald of Togut Segal & Segal LLP as saying in an interview

According to the report, Mr. Oswald, who represents the hospital,
said unsecured creditors are projected to recover between 17% and
24%.  Mr. Oswald said the outcome was rewarding considering the
hospital only had $200,000 in cash when the bankruptcy began.  The
disclosure statement said unsecured claims ultimately should total
$60 million to $80 million.

                  About Cabrini Medical Center

Cabrini Medical Center was an operator of an acute care voluntary
hospital on East 19th Street in Manhattan.  The facility ceased
operating as a hospital in March 2008.

The Company sought Chapter 11 protection (Bankr. S.D.N.Y. Case No.
09-14398) on July 9, 2009.  Frank A. Oswald, Esq., at Togut, Segal
& Segal LLP represents the Debtor.  The Company estimated its
assets at $50 million to $100 million, and its debts at
$100 million to $500 million, at the time of the filing.

Memorial Sloan-Kettering Cancer Center has offered to buy the
Debtor's facility for $83.1 million, and the Debtor has been
receiving DIP financing from The Missionary Sisters of the Sacred
Heart.


CALIFORNIA STEEL: Moody's Affirms 'Ba3'; Outlook Hiked to 'Stable'
------------------------------------------------------------------
Moody's Investors Service affirmed the Ba3 Corporate Family Rating
for California Steel Industries, Inc., and revised the rating
outlook to stable from negative.  The outlook revision reflects
Moody's view that CSI will be able to sustain its CFR given
Moody's expectation for gradual recovery in the North American
steel industry and CSI's primary end markets on the US West Coast.
Moody's also affirmed the B1 rating on CSI's $150 million senior
unsecured notes due 2014.  CSI has announced that it intends to
redeem the notes effective April 8, 2011.  Moody's will withdraw
the rating on the unsecured notes upon their redemption in full.

Moody's believes that CSI has demonstrated an ability to withstand
a severe downturn in its end markets and maintain through-the-
cycle credit metrics consistent with its Ba3 CFR.  CSI reported
improved shipment volumes in 2010, which supports Moody's view
that CSI is in the midst of a protracted recovery phase.  In
addition, Moody's believe the $110 million asset-based revolving
credit facility (unrated) due 2015 provides CSI with sufficient
liquidity to manage through what is expected to be a gradual
recovery in both the highly cyclical steel industry and CSI's
primary end markets-residential and non-residential construction.

The Ba3 CFR considers the highly competitive and highly cyclical
nature of the steel industry, operating risks that are inherent to
a single asset profile, and dependence on sales in the western
United States.  The CFR favorably reflects the advantage of CSI's
slab-based business model, which involves a more flexible cost
structure with lower fixed costs, a seasoned management team, and
ownership by two parent companies with significantly stronger
credit profiles.

The stable rating outlook reflects Moody's view that the company
will continue to maintain credit metrics supportive of the Ba3 CFR
and adequate liquidity to support its operations as the industry
improves.  The rating is unlikely to be raised in the near term
given the single site operating risk, volatility associated with
the steel industry and somewhat with CSI's business model, and
absence of explicit debt guarantees from CSI's shareholders.
However, Moody's could consider a rating downgrade or negative
outlook if conditions worsen in the steel industry, CSI's
liquidity deteriorates meaningfully, or credit metrics are
expected to deteriorate sustainably such that Debt/EBITDA
remains above 4x and EBIT margins below 5%.

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

Headquartered in Fontana, California, CSI is a leading producer of
flat rolled steel in the western US based on tonnage billed. CSI
does not manufacture the steel but rather processes steel slab
manufactured by third parties.  The company is 50% owned by JFE
Steel and 50% owned by Rio Doce Limited, a subsidiary of Vale
(Companhia Vale do Rio Doce).


CAPMARK FINANCIAL: Says Consensual Reorganization Plan Imminent
---------------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
Capmark Financial Group Inc. said it is "finalizing for imminent
filing of a consensual plan."  Accordingly, the bank holding
company arranged a May 10 hearing for its fourth and last request
for an extension of the exclusive right to propose a plan of
reorganization.

Mr. Rochelle relates that if approved by the court, the exclusive
right to solicit acceptances of a plan will run until June 25.  No
more extension are possible, because the company will have
exhausted its maximum 18 months of plan-filing exclusivity, Mr.
Rochelle points out.

Capmark, according to the report, said it is discussing the plan
and disclosure statement with the creditors' committee and a
lender group.

The bankruptcy judge approved a settlement with secured lenders in
November. It paid secured lenders 91% in cash on the $1.1 billion
they were still owed, plus interest and reimbursement of fees
spent in the Chapter 11 case.

                      About Capmark Financial

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

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

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

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

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

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


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

The firm will be paid on these terms:

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

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

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

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

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

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

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

                     About Caritas Health Care

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

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

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


CARPENTER CONTRACTORS: Asks for OK to Obtain DIP Financing
----------------------------------------------------------
Carpenter Contractors of America, Inc., and CCA Midwest, Inc.,
seek authority from the U.S. Bankruptcy Court for the Southern
District of Florida to obtain postpetition secured financing from
First American Bank and use cash collateral.

Chad P. Pugatch, Esq., at Rice Pugatch Robinson & Schiller, P.A.,
explains that the Debtors need the money to fund their Chapter 11
case, pay suppliers and other parties.

First American has committed to provide (i) $2.5 million in the
form of a term note, which will be subject to a floating interest
rate of 30-day LIBOR plus 4.0% (with an interest rate floor of
6.0%), and (ii) the lesser of the loan limit, which is
$5.12 million, or the advance rate, which is the sum of 80% of all
eligible accounts receivable and 35% of all eligible inventory
(provided that the cap on inventory advances is $2 million).

The Debtors will grant First American (i) security interests in
all of the Debtors' assets, and (ii) superpriority claims with
respect to the Debtors' obligations under the DIP facility over
any and all administrative expenses.

                        Cash Collateral Use

First American holds a first priority security interest in
substantially all of the Debtors' assets.  Pursuant to a senior
secured credit agreement, entered into on July 11, 2008, First
American extended to the Debtors credit in the total amount of
$21,692,859 in the form of a revolving note and four letters of
credit.  As of the Petition Date, the Debtors' outstanding
indebtedness to First American totaled $10,364,882.

On the Petition Date, Carpenter Contractors sought the Bankruptcy
Court's permission to use cash collateral.  CCA Midwest filed its
own motion for use of cash collateral on Oct. 28, 2010.

In the cash collateral motions, the Debtors requested
authorization to use First American's cash collateral to fund
their ongoing operations.  To date, First American has consented
to the Debtors' interim use of cash collateral.

The Bankruptcy Court has entered three interim orders authorizing
the Debtors' use of cash collateral.  The interim court orders,
among other things, (a) required the Debtors to submit monthly
budgets and to exceed those budgets by up to 10%, (b) granted
First American replacement liens on the Debtors' postpetition
property consistent with the terms of the prepetition financing
documents, and (c) granted First American additional adequate
protection by requiring the Debtor to, among other things, pay ad
valorem taxes when due and maintain bank accounts with First
American.

The Debtors stipulate regarding the validity, perfection, priority
and amount of First American's prepetition liens and the Debtors'
prepetition indebtedness in the amount of $10,364,882.  Claims
challenging the validity, extent, priority, perfection, and
enforceability of First American's prepetition liens, mortgages,
and security interests in the Debtors' assets will be barred.

The Debtors agree to the use of a lockbox and will enter into an
agreement on the use.  The Debtors will direct all of their
customers, clientele, and account debtors to make all payments
directly to a post office box designated by, and under the
exclusive control of First American.  Each of the Debtors will
establish a Lockbox and a deposit account in its name with First
American into which all payments received in the applicable
Lockbox will be deposited.  Each Debtor will also deposit all
payments it receives into the appropriate Lockbox Account.  All
funds deposited into any Lockbox or any Lockbox Account will be
swept on a daily basis into a separate deposit account maintained
by the Debtors with First American and under the exclusive control
of First American.  On each business day, First American will
apply funds received into the collection account.

The Debtors will also maintain all of their bank accounts with
First American.

                            Hearing

The Court has set a hearing for April 5, 2011, at 9:30 a.m. on the
Debtors' request to obtain DIP financing and use cash collateral.

                    About Carpenter Contractors

Pompano Beach, Florida-based Carpenter Contractors of America,
Inc., dba R&D Thiel, provides carpentry services to builders of
new homes primarily in Illinois and Florida.  It also manufactures
building components and distributes construction materials in
Illinois, Florida, and North Carolina.

CCA Midwest Inc. provides carpentry services to builders of new
homes in Illinois.  It is a wholly-owned subsidiary of Carpenter
Contractors.

Carpenter Contractors and CCA Midwest filed for Chapter 11
bankruptcy protection (Bankr. S.D. Fla. Lead Case No. 10-42604) on
Oct. 25, 2010.  Chad P. Pugatch, Esq., serves as the Debtors'
bankruptcy counsel, and Shaw Gussis Fishman Glantz Wolfson &
Towbin LLC, serve as special counsel.  GlassRatner Advisory &
Capital Group, LLC, led by Thomas Santoro, is the Debtors' as
financial advisor, and Scott L. Spencer, CPA and Crowe Horwath,
LLP is the Debtors' accountant for audit work.  Carpenter
Contractors disclosed $42,900,573 in assets and $25,861,652 in
liabilities as of the Chapter 11 filing.


CELL THERAPEUTICS: Estimates $5.84 Mil. February Net Loss
---------------------------------------------------------
Cell Therapeutics, Inc., is providing information pursuant to a
request from the Italian securities regulatory authority, CONSOB,
pursuant to Article 114, Section 5 of the Unified Financial Act,
that the Company issue at the end of each month a press release
providing a monthly update of certain information relating to the
Company's management and financial situation.  However, the
Company also directs its Italian shareholders to the Italian
language section of its Web site at
www.celltherapeutics.com/italiano, where more complete information
about the Company and its products and operations, including press
releases issued by the Company, as well as the Company's U.S.
Securities and Exchange filings and the Listing Prospectus
authorized to be published by CONSOB, can be found.

The Company estimates a net loss of $5.84 million on $0 of net
revenue form the month ended Feb. 28, 2011, compared with a net
loss of $4.04 million on $0 of revenue for the month ended Jan.
31, 2011.

In February 2011, the Company neither issued any new debt
instruments nor bought any debt instruments already issued by the
Company.  The Company believes it is in compliance with the
covenants on each series of its outstanding convertible notes.

A full-text copy of the Monthly Information is available for free
at http://is.gd/RemkF2

                      About Cell Therapeutics

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

The Company's balance sheet at Dec. 31, 2010, showed $53.6 million
in total assets, $45.3 million in total liabilities, $13.4 million
in common stock purchase warrants, and a stockholders' deficit of
$5.1 million.

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

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


CENTURA LAND: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Centura Land Corporation
        fka IORI Centura, Inc.
        2301 Ohio Drive, Suite 208
        Plano, TX 75093

Bankruptcy Case No.: 11-41041

Chapter 11 Petition Date: April 1, 2011

Court: United States Bankruptcy Court
       Eastern District of Texas (Sherman)

Debtor's Counsel: John Paul Stanford, Esq.
                  2001 Bryan Street, Suite 1800
                  Dallas, TX 75201
                  Tel: (214) 880-1851
                  E-mail: jstanford@qsclpc.com

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

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 Craig Landess, vice president.


CHATEAU DE VILLE: Court Dismisses Chapter 11 Bankruptcy Case
------------------------------------------------------------
The Hon. Marc Barreca of the U.S. Bankruptcy Court for the Western
District of Washington dismissed the Chapter 11 case of Chateau de
Ville LLC.  Judge Barreca granted First Citizens Bank and Trust
relief from the stay to foreclose on the Debtor's property.

Renton, Washington-based Chateau de Ville LLC was formed to
develop a multi-unit residential building on a parcel of raw land
that it owned in downtown Renton.  Today, 36 units of 50
individual units in the building are fully completed.  The Company
filed for Chapter 11 bankruptcy protection (Bankr. W.D. Wash. Case
No. 10-21648) on Sept. 30, 2010.  Larry B. Feinstein, Esq., at
Vortman & Feinstein, assists the Debtor in its restructuring
effort.  In its schedules, Chateau de Ville disclosed $12,000,000
in assets and $10,106,000 in liabilities as of the petition date.


CKN ENTERPRISES: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: CKN Enterprises, LLC
        2696 Cranberry Highway
        Wareham, MA 02571

Bankruptcy Case No.: 11-12963

Chapter 11 Petition Date: April 1, 2011

Court: United States Bankruptcy Court
       District of Massachusetts (Boston)

Judge: William C. Hillman

Debtor's Counsel: John F. Davis, Esq.
                  900 Cummings Center, Suite 306T
                  Beverly, MA 01915
                  Tel: (978) 232-9640
                  Fax: (978) 232-9644
                  E-mail: john@jfdesq.com

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

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 David J. Quagllaroll, manager.


CL VERIFY: Bankruptcy Case Assigned to Judge Michael Kaplan
-----------------------------------------------------------
Judge Michael Kaplan of the U.S. Bankruptcy Court for the District
of New Jersey has been added to CL Verify, LLC's bankruptcy case.

Tampa, Florida-based CL Verify, LLC -- fdba CL Verify, CL Verify
Credit Solutions, CL Verify Consumer Services, CL Verify UK, and
Intellidash -- filed for Chapter 11 bankruptcy protection on
March 23, 2011 (Bankr. D. N.J. Case No. 11-18715).  Kenneth Rosen,
Esq., at Lowenstein Sandler, serves as the Debtor's bankruptcy
counsel.  The Debtor estimated its assets at $100 million to
$500 million and debts at $500,001 to $1 million.

Affiliate MicroBilt Corporation filed a separate Chapter 11
petition on March 18, 2011 (Bankr. D. N.J. Case No. 11-18143).


CLARENDON HOLDINGS: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------------
Debtor: Clarendon Holdings, LLC
        aka FST, LLC
        aka Pentagon Holdings, LLC
        aka Mulberry Holdings, LLC
        P.O. Box 2153
        Wilmington, NC 28402

Bankruptcy Case No.: 11-02479

Chapter 11 Petition Date: March 31, 2011

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

Judge: Stephani W. Humrickhouse

Debtor's Counsel: George M. Oliver, Esq.
                  OLIVER & FRIESEN, PLLC
                  P.O. Box 1548
                  New Bern, NC 28563
                  Tel: (252) 633-1930
                  Fax: (252) 633-1950
                  E-mail: efile@oliverandfriesen.com

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

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

In its list of 20 largest unsecured creditors, the Company placed
only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
New Hanover Co. Tax                              $20,542
Attn: Manager or Agent
PO Box 18000
Wilmington, NC 28406

The petition was signed by Todd J. Toconis, member/manager.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Bannerman Holdings, LLC                10-01053   02/12/10


CMHA/TCB I: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: CMHA/TCB Laurel Homes I Limited Partnership
        c/o The Community Builders
        Attention: D. Morgan Wilson
        95 Berkeley Street, Suite 500
        Boston, MA 02116

Bankruptcy Case No.: 11-11953

Chapter 11 Petition Date: March 31, 2011

Court: United States Bankruptcy Court
       Southern District of Ohio (Cincinnati)

Judge: Burton Perlman

Debtor's Counsel: Charles M. Meyer, Esq.
                  SANTEN & HUGHES
                  600 Vine Street, Suite 2700
                  Cincinnati, OH 45202
                  Tel: (513) 852-5986
                  Fax: (513) 721-0109
                  E-mail: cmm@santen-hughes.com

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

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

The petition was signed by Karen E. Kelleher, authorized agent.

Debtor's List of 20 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
The Community Builders, Inc.                     $53,561
95 Berkeley Street
Boston, MA 02116

The Community Builders, Inc.                     $48,603
95 Berkeley Street
Boston, MA 02116

Express Services, Inc.                           $2,542
8516 NE Expressway
Oklahoma City, OK 73162

A & V Contractors, LLC                           $2,023

HD Supply Facilities                             $1,769

Cincy Carpets                                    $1,713
Unlimited, Inc.

DMG Contractors                                  $1,600

Charles Brown                                    $1,514

Ken Neyer Plumbing, Inc.                         $1,335

Viva Group, Inc.                                 $861

Duke Energy                                      $741

Staples Credit Plan                              $628

Cincinnati Color Company                         $620

Superior Janitor                                 $365
Supply Inc.

Terminix International                           $335

Stanley Doss                                     $246

Queen City Med Mart                              $217

Teasdale Fenton Carpet                           $215

Cort Furniture Rental                            $198

Rumpke                                           $150

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
CMHA/TCB Laurel Homes V
Limited Partnership                    11-11966   03/31/11


CMHA/TCB V: Case Summary & 3 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: CMHA/TCB Laurel Homes V Limited Partnership
        c/o The Community Builders
        Attention: D. Morgan Wilson
        95 Berkeley Street, Suite 500
        Boston, MA 02116

Bankruptcy Case No.: 11-11966

Chapter 11 Petition Date: March 31, 2011

Court: United States Bankruptcy Court
       Southern District of Ohio (Cincinnati)

Judge: Jeffery P. Hopkins

Debtor's Counsel: Charles M. Meyer,Esq.
                  SANTEN & HUGHES
                  600 Vine Street, Suite 2700
                  Cincinnati, OH 45202
                  Tel: (513) 852-5986
                  Fax: (513) 721-0109
                  E-mail: cmm@santen-hughes.com

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

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

The petition was signed by Karen E. Kelleher, authorized agent.

Debtor's List of three Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Cincinnati Development    Real Estate            $2,729,712
Fund
1100 Walnut Street
Cincinnati, OH 45202

Cincinnati Metropolitan   Real Estate            $5,104,322
Housing Auth.
16 West Central Parkway
Cincinnati, OH 45202

The Community Builders,   Real Estate            $250,000
Inc.
95 Berkeley Street
Boston, MA 02116

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
CMHA/TCB Laurel Homes I                11-11953   03/31/11
Limited Partnership


COMPOSITE TECHNOLOGY: Amends Escrow Agreement with DeWind Co.
-------------------------------------------------------------
On Aug. 10, 2009, Composite Technology Corporation and its wholly-
owned subsidiary DeWind, Inc., subsequently renamed Stribog Inc.,
a Nevada corporation, entered into an Asset Purchase Agreement
with Daewoo Shipbuilding & Marine Engineering Co., Ltd., a Korean
corporation.  Under the Purchase Agreement, Stribog US agreed to
sell substantially all of its assets for the purchase price of
$46.5 million and assumption of certain liabilities.  Also on
Aug. 10, 2009, DeWind, Ltd., a UK private limited company and a
wholly-owned subsidiary of the Company, subsequently renamed
Stribog, Ltd. ("Stribog UK"), entered into an Asset Purchase
Agreement with Buyer under which Stribog UK agreed to sell certain
assets for the purchase price of $3.0 million.

On Sept. 4, 2009 the Company amended both of these agreements.
The Purchase Agreement was amended to revise the definition of
Assumed Liabilities and Excluded Liabilities.  It also clarified
that $17,175,000 of the purchase price would be placed into escrow
pursuant to an escrow agreement entered into among the parties.

Effective on March 28, 2011, the parties amended and restated the
escrow agreement.

Under the terms of the Amended Escrow Agreement by and among,
DeWind Co., a subsidiary of Buyer ("DWC"), a subsidiary of the
Company, Stribog Inc., and U.S. Bank National Association as the
escrow agent, the parties agreed that of the remaining
$16.3 million of the original $17.175 million placed into escrow,
approximately $4.5 million would be disbursed to DWC;
Eur1.1 million ($1.55 million at current exchange rates) would be
disbursed to Zollern Dorstener Antriebstechnik Gesellschaft mbH &
Co. KG; and $7.23 million would be disbursed to Stribog.

The other $3.0 million would remain in escrow until Sept. 4, 2012,
at which time a portion of the funds would be released to DWC to
satisfy any as yet unfiled additional claims.  If there are any
unresolved claims made against the escrow fund at said time, then
that portion of the fund for said claims will not be released;
provided however, that any unclaimed balance would be paid to
Stribog.  Notwithstanding the foregoing, if certain bankruptcy
related claims against Stribog, Ltd., or other similar type of
claims as set forth in the Amended Escrow Agreement are made, then
none of the escrowed proceeds would be released until they are
resolved.  Stribog US also granted a security interest to DWC for
the remaining balance held in escrow.

                    About Composite Technology

Irvine, Calif.-based Composite Technology Corporation (OTC BB:
CPTC) -- http://www.compositetechcorp.com/-- develops, produces,
markets and sells innovative energy efficient and renewable energy
products for the electrical utility industry.  The Company was
incorporated in Florida on Feb. 26, 1980, as El Dorado Gold &
Exploration, Inc., and reincorporated in Nevada on June 27, 2001,
and renamed Composite Technology Corporation.

The Company's balance sheet at Dec. 31, 2010, showed $27.5 million
in total assets, $55.2 million in total liabilities, and a
stockholders' deficit of $27.7 million.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 20, 2010,
SingerLewak LLP, in Irvine, Calif., expressed substantial doubt
about Composite Technology's ability to continue as a going
concern, following the Company's results for the fiscal year ended
Sept. 30, 2010.  The independent auditors noted that the Company
has suffered recurring losses from operations.

The Company reported a net loss of $19.77 million on
$10.84 million of revenue for fiscal year ended Sept. 30, 2010,
compared with a net loss of $73.75 million on $19.60 million of
revenue for fiscal 2009.  Composite had a net loss of $3.2 million
on $5.2 million of revenue for the three months ended Dec. 31,
2010, compared with a net loss of $7.7 million on $2.7 million of
revenue for the same period in 2009.


CONYERS EQUIPMENT: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Conyers Equipment Leasing LLC
          fka Softee Supreme LLC
        2047 Gees Mill Road, #217
        Conyers, GA 30013

Bankruptcy Case No.: 11-59777

Chapter 11 Petition Date: April 1, 2011

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

Judge: James R. Sacca

Debtor's Counsel: G. Frank Nason, IV, Esq.
                  LAMBERTH, CIFELLI, STOKES ELLIS & NASON
                  3343 Peachtree Road, NE, Ste 550
                  Atlanta, GA 30326
                  Tel: (404) 262-7373
                  E-mail: FNason@LCSENlaw.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/ganb11-59777.pdf

The petition was signed by Collin Brown, III, managing member.


CORD BLOOD: Incurs $8.09 Million Net Loss in 2010
-------------------------------------------------
Cord Blood America, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K, reporting a
net loss attributable to Cord Blood America of $8.09 million on
$4.13 million of revenue for the year ended Dec. 31, 2010,
compared with a net loss attributable to Cord Blood of $9.77
million on $3.24 million of revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $7.38 million
in total assets, $6.63 million in total liabilities and $746,293
in total stockholders' equity.

Rose, Snyder & Jacobs, in Encino, Calif., expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company has sustained
recurring operating losses, continues to consume cash in operating
activities, and has insufficient working capital and an
accumulated deficit at Dec. 31, 2010.

A full-text copy of the Annual Report is available for free at:

                        http://is.gd/jZXpep

                     About Cord Blood America

Based in Las Vegas, Nevada, Cord Blood America, Inc., is primarily
a holding company whose subsidiaries include Cord Partners, Inc.,
CorCell Co. Inc., CorCell Ltd.; CBA Professional Services, Inc.
D/B/A BodyCells, Inc.; CBA Properties, Inc.; and Career Channel
Inc, D/B/A Rainmakers International.  Cord specializes in
providing private cord blood stem cell preservation services to
families.  BodyCells is a developmental stage company and intends
to be in the business of collecting, processing and preserving
peripheral blood and adipose tissue stem cells allowing
individuals to privately preserve their stem cells for potential
future use in stem cell therapy.  Properties was formed to hold
the corporate trademarks and other intellectual property of CBAI.
Rain specializes in creating direct response television and radio
advertising campaigns, including media placement and commercial
production.


CPJFK LLC: Bankruptcy Judge Refuses to Halt Sale of Hotel
---------------------------------------------------------
Dow Jones' DBR Small Cap reports that a bankruptcy judge denied a
last-minute bid by the owners of New York's JFK Plaza Hotel to
stay the hotel's sale until they could appeal, allowing the deal
to close Thursday.

As reported by the Troubled Company Reporter on April 1, Dow
Jones' DBR Small Cap said a bankruptcy judge ordered the sale of
the JFK Plaza Hotel to its secured creditor.  DBR said Charles
Morais and Sunil Mir on Thursday filed a motion urging the
bankruptcy court to stay the $13.85 million sale of the airport
hotel to secured creditor Neshgold LP, slated to close Thursday,
until they can proceed with an appeal of the transaction.
According to DBR, an attorney for hotel investors Messrs. Morais
and Mir said in court papers that the men and their company have
suffered and will continue to suffer "irreparable harm" if they
aren't able to stop the sale.  Messrs. Morais and Mir haven't
managed the hotel since November, when allegations of
mismanagement spurred Judge Carla E. Craig of the U.S. Bankruptcy
Court in Brooklyn, N.Y., to appoint a Chapter 11 trustee to take
the helm of CPJFK LLC.  The company serves as the hotel's direct
owner and is the entity that sought bankruptcy protection in
October.

                          About CPJFK LLC

Atlanta, Georgia-based CPJFK, LLC, owns and operates a 183 room
hotel under the name of the JFK Plaza Hotel located at 151-20
Baisley Blvd., in Jamaica, New York.  The Hotel operations
constitute the Debtor's sole source of income.  The Debtor filed
for Chapter 11 bankruptcy protection (Bankr. N.D. Ga. Case No.
10-89928) on Oct. 4, 2010.

On Oct. 19, 2010, the U.S. Trustee for Region 21 filed a motion to
transfer the Debtor's case to the U.S. Bankruptcy Court for the
Eastern District of New York.  On Nov. 9, 2010, the Debtor's case
was transferred to E.D.N.Y. and assigned Case No. 10-50566.

In November 2010, the Bankruptcy Court order the appointment of a
Chapter 11 trustee at the behest of Neshgold, LP.  The U.S.
Trustee appointed Alan Nisselson as chapter 11 Trustee.  Alan
Nisselson selected Choice Consultants LLC as his managing agent.

No official committee of unsecured creditors has been appointed in
the case.


CYTOMEDIX INC: Recurring Losses Cue Going Concern Doubt
-------------------------------------------------------
Cytomedix, Inc., filed on March 30, 2011, its annual report on
Form 10-K for the fiscal year ended Dec. 31, 2010.

PricewaterhouseCoopers LLP, in Baltimore, expressed substantial
doubt about Cytomedix, Inc.'s ability to continue as a going
concern.  The independent auditors noted that the Company has
suffered recurring losses from operations and has insufficient
liquidity to fund its ongoing operations.

PwC has expressed substantial doubt about the Company's ability to
continue as a going concern for the past three fiscal years,
commencing its audit for the fiscal year ended Dec. 31, 2008.

The Company reported a net loss of $6.8 million on $3.9 million of
revenues for 2010, compared with a net loss of $3.3 million on
$2.1 million of revenues for 2009.

At Dec. 31, 2010, the Company's balance sheet showed $8.9 million
in total assets, $9.0 million in total liabilities, and a
stockholders' deficit of $79,252.

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

                       http://is.gd/8eya6q

Gaithersburg, Md.-based Cytomedix, Inc., develops, sells, and
licenses regenerative biological therapies intended to aid the
human body in regenerating/healing itself, to primarily address
the areas of wound care and orthopedic surgery.


D & D UTILITY: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: D & D Utility Contractors Inc
        272 West Ave
        Long Branch, NJ 07740-6139

Bankruptcy Case No.: 11-20365

Chapter 11 Petition Date: April 1, 2011

Court: United States Bankruptcy Court
       District of New Jersey (Trenton)

Judge: Raymond T. Lyons Jr.

Debtor's Counsel: Timothy P. Neumann, Esq.
                  BROEGE, NEUMANN, FISCHER & SHAVER
                  25 Abe Voorhees Drive
                  Manasquan, NJ 08736
                  Tel: (732) 223-8484
                  E-mail: tneumann@bnfsbankruptcy.com

Scheduled Assets: $1,844,500

Scheduled Debts: $2,006,555

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/njb11-20365.pdf

The petition was signed by David Gizzi, president.


DEEP DOWN: Mary Budrunas Has 18.61MM Common Shares at Nov. 15
-------------------------------------------------------------
In a Form 5 filing with the U.S. Securities and Exchange
Commission, Mary Lynne Budrunas, secretary and director at Deep
Down, Inc., disclosed that she acquired 200,000 shares of common
stock of the Company on Nov. 15, 2010.  At the end of the
transaction, Ms. Budrunas beneficially owned 18,613,005 common
shares.

                          About Deep Down

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

"The Whitney National Bank Amended and Restated Credit Agreement
becomes due on April 15, 2011, and we will need to raise
additional debt or equity capital or renegotiate the existing debt
prior to the expiration date," the Company said in its Form 10-Q
for the quarter ended Sept. 30, 2010.  "If we are unable to raise
additional capital or renegotiate our existing debt, this would
have a material adverse impact on our business or would raise
substantial doubt about our ability to continue as a going
concern."

The Company's restated balance sheet at Sept. 30, 2010, showed
$49.3 million in total assets, $16.8 million in total liabilities,
and stockholders' equity of $32.5 million.


DEEP DOWN: Delays Filing of 2010 Annual Report
----------------------------------------------
Deep Down, Inc., notified the U.S. Securities and Exchange
Commission that it is unable to file its Annual Report on Form 10-
K for the fiscal year ended Dec. 31, 2010 by the prescribed date
of March 31, 2011 without unreasonable effort or expense.  The
recent restatement of the Company's unaudited interim financial
statements for the quarterly periods ended March 31, 2010, June
30, 2010 and Sept. 30, 2010 was disclosed in the Company's Current
Report on Form 8-K filed with the Securities and Exchange
Commission on Jan. 19, 2011.  Due to the significance of this
transaction and its impact on various portions of the Report,
including but not limited to, the additional disclosures required
in Part II. Item 9A "Controls and Procedures", management
determined that additional time was needed to complete the Report.
Additionally, the Company's ability to prepare and file the Report
has been affected by the devotion of time and effort to
negotiations with Whitney Bank, N.A., its lender under its primary
credit financing agreement, to extend the maturity under such
credit agreement beyond the current April 15, 2011 maturity date
under such agreement.

                          About Deep Down

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

"The Whitney National Bank Amended and Restated Credit Agreement
becomes due on April 15, 2011, and we will need to raise
additional debt or equity capital or renegotiate the existing debt
prior to the expiration date," the Company said in its Form 10-Q
for the quarter ended Sept. 30, 2010.  "If we are unable to raise
additional capital or renegotiate our existing debt, this would
have a material adverse impact on our business or would raise
substantial doubt about our ability to continue as a going
concern."

The Company's restated balance sheet at Sept. 30, 2010, showed
$49.3 million in total assets, $16.8 million in total liabilities,
and stockholders' equity of $32.5 million.


DELPHI CORP: Says 4th Extension Order a Final Order
---------------------------------------------------
Reorganized Delphi and its affiliates dispute the Creditors'
conclusory assertions that the "Fourth Extension Order" caused
them to be surprised, make a mistake, or act inadvertently to
entitle them to relief under Rule 60(b) of the Federal Rules of
Civil Procedure.

The "Fourth Extension Order" refers to the extension of the
Debtors' deadline to serve complaints pursuant to Civil Rule
60(b)(1), and extension orders earlier entered by the Court.

As reported in the Nov. 1, 2010 edition of the Troubled Company
Reporter, ATS Automation Tooling Systems Inc.; Doshi Prettl
International and The Timken Company and The Timken Corporation
are separately asking the Bankruptcy Court for relief from a
"Fourth Extension Order" dated October 22, 2009, pursuant to Rule
60(b)(1) of the Federal Rules of Civil Procedure.  To recall, the
Debtors filed certain complaints under seal in 2007.  The four
Service Extension Orders entered on August 17, 2007, March 28,
2008, April 30, 2008 and October 22, 2009, extended the time in
which the Debtors could serve those complaints for about two years
beyond the expiration of the applicable limitations period plus
the additional 120-day service period provided by Rule 4(m) of the
Federal Rules of Civil Procedure.  Specifically, the Creditors
seek to void the Fourth Extension Order for the reason that:

  (a) the Order was entered in error; and

  (b) pursuant Rule 60(b)(1) of the Federal Rules of Civil
      Procedure, the Creditors should be excused from their
      failure to challenge entry of that Order prior to its
      entry or to appeal timely the entry of that Order.

The Court entered the Fourth Extension Order on October 22, 2009,
which extended the Debtors' deadline to serve the summons and
sealed adversary complaints to 180 days after consummation of the
Modified First Amended Joint Plan of Reorganization, or through
April 16, 2010.  The Plaintiffs unsealed and served the
complaints in March 2010.

Relieving the Creditors from any of the extension orders simply
because they did not know that they were parties to the adversary
proceedings would be procedurally inconsistent, counsel to Delphi,
Eric B. Fisher, Esq., at Butzel Long, in New York, tells the
Court.

Mr. Fisher avers that the Creditors incorrectly deemed the Fourth
Extension Order to be a "final order" within the meaning of Rule
60(b).  The Fourth Extension Order was clearly preliminary to the
litigation in the preference actions and thus, not a final order
within the meaning of Rule 60(b), he points out.

The Creditors, Mr. Fisher further stresses, do not and cannot
contend that the Reorganized Debtors have applied, or seek to
apply, the Fourth Extension Order to a purpose other than the
purposes asserted in the Fourth Extension Motion, upon which the
Court found good cause to grant the extension.

Assuming the Fourth Extension Order is a final order, the
Creditors at most have raised issues of fact as to whether they
suffered from mistake, inadvertence or surprise within the
meaning of Rule 60(b)(1).  Those issues, Mr. Fisher notes,
necessarily turn on the degree to which the Creditors received
notice of the Fourth Extension Motion; issues under Rule 4(m) of
the Federal Rules of Civil Procedure that the Court elected to
address within the context of the Motion for Leave to Amended
Complaints.  As the Court has recognized, the Rule 4(m) Issues
will require discovery and resolution on a case-by-case basis.
Thus, it would be premature, if not impossible, to properly
resolve the Rule 4(m) Issues at the hearing on the Motions for
Relief, he maintains.

The Reorganized Debtors thus ask the Court:

  (i) deny all relief requested in the Creditors' Motions for
      Relief from the Fourth Extension Order; or

(ii) reserve the Rule 60(b) issues for future resolution with
      the Rule 4(m) Issues through the procedures to be
      determined at the Hearing, but deny the Creditors all
      other relief.

DPH Holdings Corporation and certain of its debtor affiliates, as
plaintiffs in six adversary proceedings, join in this omnibus
response.

                         About Delphi Corp.

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

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

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

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

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

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


DELPHI CORP: Wiegel Agrees to Pay Settlement Amount
---------------------------------------------------
Reorganized Delphi and Wiegel Tool Workers, Inc. entered
into a Bankruptcy Court-approved stipulation, which provides for
(i) the allowance of a general unsecured non-priority claim to
Wiegel, and (ii) the withdrawal of Wiegel's Motion for Relief from
the Modified First Amended Joint Plan of Reorganization.

The Reorganized Debtors previously commenced an adversary
proceeding to avoid and recover certain amounts from Wiegel.  The
parties are entering into the stipulation to resolve the
Adversary Proceeding.

By the stipulation, the parties agree that upon payment by Wiegel
to the Reorganized Debtors of a settlement amount, Wiegel will
receive an allowed general unsecured non-priority claim against
DPH-DAS LLC in accordance with the Modified Plan.

                         About Delphi Corp.

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

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

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

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

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

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


DELTA AIR: S&P Puts 'BB-' Issue-Level Ratings on Loan Facilities
----------------------------------------------------------------
Standard & Poor's Ratings Services said it has assigned its 'BB-'
issue-level ratings to Delta Air Lines Inc.'s $1.225 billion
secured revolving credit facility maturing in 2016 and
$1.375 billion first-lien term loan facility maturing in 2017.
The ratings are two notches higher than the 'B' corporate credit
rating on Delta.

The recovery rating on each facility is '1', indicating S&P's
expectation that lenders would receive very high (90%-100%)
recovery of principal in the event of a payment default.  The
facilities are refinancing the first-lien revolving credit
facility and second-lien term loan, respectively, that were used
to fund Delta's exit from Chapter 11 bankruptcy protection in
2007.  They are secured by a variety of assets, including accounts
receivable, aircraft, airport slots, certain non-Pacific routes,
ground service equipment, real estate, spare parts, tooling, spare
engines, and flight simulators.

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

The outlook is stable.  "We do not expect to make any rating
revisions over the  next year.  However, if continued strong
earnings, coupled with debt reduction, generate adjusted funds
flow to debt in the high-teen percent area, we could
raise our ratings.  On the other hand, if adverse industry
conditions (for example, an even higher fuel price spike from
current levels) cause financial results to deteriorate so that
funds flow to debt falls into the mid-single-digit percent area,
or unrestricted liquidity falls below $3.5 billion on a sustained
basis, we could lower ratings," S&P related.

Ratings list:

Delta Air Lines Inc.
Corporate credit rating                B/Stable/--

New Ratings

Delta Air Lines Inc.
  $1.225 bil sec revolving cred fac     BB-
  due 2016
   Recovery rating                      1
  $1.375 bil 1st lien term loan fac     BB-
  due 2017
   Recovery rating                      1


DELTA AIR: Annual Stockholders' Meeting Set for June 30
-------------------------------------------------------
Delta Air Lines Board of Directors on February 17, 2011, has set
the airline's annual meeting of stockholders for 8 a.m. ET,
June 30, 2011 in New York City.  The meeting will be held in the
Auditorium at AXA Equitable Center, 787 Seventh Ave., New York.

The record date for determining stockholders entitled to notice
of, and to vote at, the annual meeting will be the close of
business on May 2, 2011.

                       About Delta Air Lines

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

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

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

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

                        *     *     *

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

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


DELTA AIR: Launches Interline Agreement with WestJet
----------------------------------------------------
WestJet and Delta Air Lines announced on February 7, 2011, the
immediate start of an interline agreement.

This agreement allows WestJet and Delta customers to purchase
connecting flights on one ticket, receive boarding passes for all
segments at their first check-in, and tag bags through to their
final destination.

Passengers now can connect between WestJet and Delta flights at
more than 25 gateways in Canada and the United States.

"This news today demonstrates that we continue to deliver on our
strategic plan to establish partnerships with airlines from
around the world," said Hugh Dunleavy, WestJet Executive Vice-
President, Strategy and Planning.  "Delta is an established,
worldwide airline, and this interline agreement will open yet
another channel for guests from around the globe to connect to
WestJet's network."

"Delta is pleased that its customers now have easy access to
WestJet's extensive Canadian network as well as WestJet's trans-
border services between Canada and the United States," said
Charlie Pappas, Delta's vice president of Alliances.

Seats are on sale immediately via most ticketing channels.

WestJet is Canada's favorite airline, offering scheduled service
throughout its 71-city North American and Caribbean network.
Inducted into Canada's Most Admired Corporate Cultures Hall of
Fame and named one of Canada's best employers, WestJet pioneered
low-cost flying in Canada.  WestJet offers increased legroom,
leather seats and live seatback television provided by Bell TV on
its modern fleet of 93 Boeing Next-Generation 737 aircraft.  With
future confirmed deliveries for an additional 42 aircraft through
2017, WestJet strives to be one of the five most successful
international airlines in the world.

                       About Delta Air Lines

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

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

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

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

                        *     *     *

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

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


DELTA AIR: Starts Codeshare Flights With Brazil's GOL
-----------------------------------------------------
Delta Air Lines announced on February 7, 2011, the start of
codeshare service with GOL one of Brazil's largest airlines,
immediately adding 15 new destinations to its South American
network.

Delta is now selling service on 56 GOL flights between Sao Paulo,
Rio de Janeiro and Brasilia and 15 Brazilian destinations: Belem,
Belo Horizonte, Cuiaba, Curitiba, Florianopolis, Fortaleza,
Goiania, Iguassu Falls, Joao Pessoa, Navegantes, Porto Alegre,
Recife, Salvador, Teresina and Vitoria.  The number of codeshare
markets is expected to increase to more than 30 by summer,
pending government approvals.

"Delta continues to grow its network in Latin America thanks to
strong and visionary partners like GOL, allowing our customers to
enjoy a seamless travel experience and an expanded network
throughout Brazil," said Nicolas Ferri, Delta's vice president
for Latin America and the Caribbean.

Delta currently offers 31 nonstop weekly flights between the
United States and Brazil, including service between Atlanta and
Sao Paulo, Rio de Janeiro and Brasilia; between New York-JFK and
Sao Paulo; and between Detroit and Sao Paulo.

Last year, the airlines announced the start of a reciprocal
frequent flyer agreement that allows customers from Delta's
SkyMiles and GOL's SMILES programs to earn and redeem miles for
flights.

Delta's growth strategy in the Latin America region is also
enhanced by the intent to bring Aerolineas Argentinas, the flag
carrier of Argentina, as the second Latin American member of
Delta's SkyTeam global airline alliance, benefiting Delta
customers with increased access to and from South America and
complementing existing SkyTeam member Aeromexico.

                       About Delta Air Lines

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

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

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

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

                        *     *     *

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

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


DRAGIN GEOTHERMAL: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Dragin Geothermal Well Drilling, Inc.
        c/o 2696 Cranberry Highway
        Wareham, MA 02571

Bankruptcy Case No.: 11-12969

Chapter 11 Petition Date: April 1, 2011

Court: United States Bankruptcy Court
       District of Massachusetts (Boston)

Judge: William C. Hillman

Debtor's Counsel: Matthew Martin, Esq.
                  900 Cummings Center, Suite 306T
                  Beverly, MA 01915
                  Tel: (978) 927-2100
                  E-mail: mmartin@matthewmartinlaw.com

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

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 David J. Quagllaroll, manager.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
CKN Enterprises, LLC                   11-12963   04/01/11


DURGAMA, INC: Case Summary & 8 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Durgama, Inc
        dba Holiday Inn - Baymeadows
        c/o Jyotsna Patel
        1300 N. Ponce De Leon Boulevard
        Saint Augustine, FL 32084

Bankruptcy Case No.: 11-02409

Chapter 11 Petition Date: April 1, 2011

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

Debtor's Counsel: Buddy D. Ford, Esq.
                  BUDDY D. FORD, P.A.
                  115 N. MacDill Avenue
                  Tampa, FL 33609-1521
                  Tel: (813) 877-4669
                  Fax: (813) 877-5543
                  E-mail: Buddy@tampaesq.com

Scheduled Assets: $3,759,421

Scheduled Debts: $12,266,415

A list of the Company's eight largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/flmb11-02409.pdf

The petition was signed by Jyotsna Patel, president.


ECOLY INT'L: Has Access to Cash Collateral Until May 15
-------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized Ecoly International Inc. and Luxe Beauty Midco
Corporation to use cash collateral of Bank of Montreal on a final
basis.

The Debtors' access to cash collateral will automatically
terminate on the earlier to occur of:

   a) the operating Debtors' receipt of written notice from the
      prepetition agent that the investment agreement has
      terminated, and

   b) May 15, 2011 at 5:00 p.m., without further notice or order
      of Court, unless extended by the Court, upon the written
      agreement of Bank of Montreal, or on further order of
      the Court after notice and a hearing.

According to the Debtors, as of the filing date, the value of the
lender's interest in the prepetition collateral was not less than
$68,838,151.  The Debtors said they need to use cash collateral in
order to prevent immediate and irreparable harm to their estate
and minimize disruption to and avoid the termination of their
business operations.

The lender is granted replacement liens to the extent of any
decrease in value of its interest in the prepetition collateral.

Based in Chatsworth, California, Ecoly International Inc. filed
for Chapter 11 bankruptcy protection (Bankr. C.D. Calif. Case No.
10-25919) on Dec. 21, 2011.  Judge Geraldine Mund presides over
the cases.  Scott F. Gautier, Esq., at Peitzmann, Weg & Kempinsky
LLP represents the Debtors.  The Debtors disclosed $2,684,496 in
assets, and $88,746,019 in liabilities.


EGBP, LLC: Case Summary & 19 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: EGBP, LLC
        19355 Turnberry Way, #16GR
        Aventura, FL 33180

Bankruptcy Case No.: 11-18929

Chapter 11 Petition Date: April 1, 2011

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

Judge: Laurel M. Isicoff

Debtor's Counsel: Paul L. Orshan, Esq.
                  PAUL L. ORSHAN, P.A.
                  2506 Ponce de Leon Boulevard
                  Coral Gables, FL 33134
                  Tel: (305) 529-9380
                  Fax: (305) 402-0777
                  E-mail: plorshan@orshanpa.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 19 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/flsb11-18929.pdf

The petition was signed by Sol Heifetz, manager/member.


EMISPHERE TECHNOLOGIES: Incurs $56.91 Million Net Loss in 2010
--------------------------------------------------------------
Emisphere Technologies, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K, reporting a
net loss of $56.91 million on $100,000 of revenue for the year
ended Dec. 31, 2010, compared with a net loss of $16.82 million on
$92,000 of revenue during the prior year.

The Company also reported a net loss of $18.15 million on $23,000
of revenue for the three months ended Dec. 31, 2010, compared with
a net loss of $6.43 million on $92,000 of revenue for the same
period during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $7.27 million
in total assets, $89.79 million in total liabilities and $82.52
million in total stockholders' deficit.

PricewaterhouseCoopers LLP, in New York, noted that the Company
has experienced recurring operating losses, has limited capital
resources and has significant future commitments that raise
substantial doubt about its ability to continue as a going
concern.

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

                   About Emisphere Technologies

Based in Cedar Knolls, New Jersey, Emisphere Technologies, Inc.
(OTC BB: EMIS) -- http://www.emisphere.com/-- is a
biopharmaceutical company that focuses on a unique and improved
delivery of pharmaceutical compounds and nutritional supplements
using its Eligen(R) Technology.  The Eligen(R) Technology can be
applied to the oral route of administration as well other delivery
pathways, such as buccal, rectal, inhalation, intra-vaginal or
transdermal.

Since its inception in 1986, Emisphere has generated significant
losses from operations.  Emisphere anticipates it will continue to
generate significant losses from operations for the foreseeable
future, and that its business will require substantial additional
investment that it has not yet secured.


ENIVA USA: Has Green Light to Transfer Headquarters
---------------------------------------------------
Dow Jones' DBR Small Cap reports that Eniva USA Inc. will move its
corporate headquarters, now situated in suburban Minneapolis,
after getting permission from a bankruptcy judge to reject its
lease.  U.S. Bankruptcy Judge Robert J. Kressel approved a request
from company executives to break the lease agreement for their
company's 435,000-square-foot building, court papers show,
satisfying a goal that Eniva identified as its main reason for
filing for Chapter 11 protection last month.  DBR notes Chief
Executive Andrew Baechler said his company leased the space, which
was bigger than what the company needed, at the advice from real-
estate consultants who allegedly demonstrated "unscrupulous
business behavior" by failing to disclose complicated financial
relationships involving the site.

                          About Eniva USA

Anoka, Minnesota-based Eniva USA, Inc., fka Eniva, Inc., has been
engaged in the development, production and sale of nutritional
supplements since 1998.  It is a wholly owned subsidiary of
Wellspring International, Inc.  It sells its products throughout
the U.S. through a network of approximately 25,000 active
independent sales representatives, each under non-exclusive
membership contract with the Debtor.  It also sells its products
in Mexico, Puerto Rico, Bermuda, Canada and the U.K. through non
Debtor affiliates owned by Wellspring.

Eniva USA filed for Chapter 11 bankruptcy protection (Bankr. D.
Minn. Case No. 11-41414) on March 1, 2011.  Michael F. McGrath,
Esq., at Ravich Meyer Kirkman & Mcgrath Nauman, serves as the
Debtor's bankruptcy counsel.  The Debtor estimated its assets and
debts at $10 million to $50 million.


EPICEPT CORP: Files Form 10-K; Net Loss Down to $15.5-Mil.
----------------------------------------------------------
EpiCept Corporation filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K reporting a net loss of
$15.54 million on $994,000 of revenue for the year ended Dec. 31,
2010, compared with a net loss of $38.81 million on $414,000 of
revenue during the prior year.

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

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

A full-text copy of the Annual Report is available for free at:

                       http://is.gd/9FazSZ

                     About EpiCept Corporation

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


EPICEPT CORP: Hudson Bay Discloses 9.96% Equity Stake
-----------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Hudson Bay Master Fund Ltd., and its affiliates
disclosed that they beneficially own 7,069,224 shares of common
stock of EpiCept Corporation representing 9.96% of the shares
outstanding.  The Company's Annual Report of Form 10-K filed on
March 31, 2011, indicates that as of March 30, 2011, the total
number of outstanding shares of Common Stock was 70,989,292.

                     About EpiCept Corporation

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

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

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

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


EXIDE TECHNOLOGIES: Has Deal with U.S.; EPA to Get $67.6MM Claim
----------------------------------------------------------------
Exide Technologies and the United States government have reached
an agreement, contingent on federal bankruptcy court approval, to
settle the U.S. government's proofs of claim filed on behalf of
the Environmental Protection Agency and the National Oceanic and
Atmospheric Administration in the Company's 2002 bankruptcy
matter.  The United States will be allowed a total general
unsecured, non-priority P4-A claim of approximately $67.6 million,
distribution of which will be made solely in Exide stock.

As general unsecured claims have been allowed in the Bankruptcy
Court, the Company has distributed approximately one share of
common stock for every $383.00 in allowed claim amount.  A reserve
of common stock was set aside upon the Company's emergence from
bankruptcy to resolve various bankruptcy claims, including those
of the U.S. government. This will therefore cause no further
dilution to the company's issued and outstanding common stock.

"We believe that the terms and conditions of the settlement are
favorable to, and in our best interests," said Phil Damaska,
Executive Vice President and Chief Financial Officer, Exide
Technologies.  "This settlement will not have any impact on the
Company's liquidity or cash flow."

                     About Exide Technologies

Headquartered in Princeton, New Jersey, Exide Technologies
(NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and
distributes lead acid batteries and other related electrical
energy storage products.

The Company filed for Chapter 11 protection (Bankr. Del. Case No.
02-11125) on April 14, 2002.  Matthew N. Kleiman, Esq., and
Kirk A. Kennedy, Esq., at Kirkland & Ellis, and James E. O'Neill,
Esq., at Pachulski Stang Ziehl & Jones LLP represented the Debtors
in their successful restructuring.  The Court confirmed Exide's
Amended Joint Chapter 11 Plan on April 20, 2004.  The plan took
effect on May 5, 2004.  While it has emerged from Bankruptcy,
reorganized Exide is still resolving claims filed against it in
the Bankruptcy Court.

                           *     *     *

Reorganized Exide carries 'B' issuer credit ratings from Standard
& Poor's.  "The ratings on Exide Technologies reflect what we
consider to be the Company's aggressive financial risk profile,
which incorporates S&P's expectation that sales and profitability
will improve gradually as demand increases," said Standard &
Poor's credit analyst Nancy Messer.

Exide has 'B3' corporate family and probability of default ratings
from Moody's Investors Service.  In July 2008, Moody's upgraded
the rating to 'B3' from 'Caa1'.  Exide's B3 Corporate Family
Rating continues to incorporate the company's leveraged profile,
cyclical industry characteristics, and raw material pricing
pressure, Moody's said in January 2011.


F & G MANAGEMENT: Case Summary & 7 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: F & G Management Enterprises, LLC
        47133 North Pointe Drive
        Canton, MI 48187

Bankruptcy Case No.: 11-49006

Chapter 11 Petition Date: March 31, 2011

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

Judge: Marci B. McIvor

Debtor's Counsel: Jack B. Wolfe, Esq.
                  THE WOLFE LAW GROUP
                  24901 Northwestern Hwy., Suite 212
                  Southfield, MI 48075
                  Tel: (248) 229-1187
                  Fax: (248) 809-9969
                  E-mail: thewolfelawgroup@yahoo.com

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

Estimated Debts: $100,001 to $500,000

A list of the Company's seven largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/mieb11-49006.pdf

The petition was signed by Frank Alexander, member.


FERTINITRO FINANCE: Fitch Keeps 'CCC' Bond Rating on Watch Neg.
---------------------------------------------------------------
Fitch Ratings maintains FertiNitro Finance Inc.'s (FertiNitro)
'CCC'-rated US$250 million 8.29% secured bonds due 2020 on Rating
Watch Negative.  The 'CCC' rating reflects FertiNitro's expected
payment of $45.6 million in semi-annual debt service due April 1.
The anticipated timely payment prevents further decline to the
rating.

However, Fitch maintains the Rating Watch Negative status as
FertiNitro and state-owned petrochemical company Pequiven continue
to work with relevant parties to reach agreement on the effects of
the recent expropriation of FertiNitro.  Fitch notes that
FertiNitro has stated that it intends to continue meeting its debt
obligations.

Fitch expects rating pressure to remain through 2011, as the
project reaches its maximum annual debt service requirement of
$91.5 million.  The subsequent decline in debt service coincides
with the maturity of bank debt separate from the secured bonds.

Due to a planned outage for plant overhaul in October and November
2010, the capacity factor for the urea plant declined to 67% in
2010 from 74% in 2009.  While management projects the recent major
maintenance will result in a 2011 capacity factor of 85% for the
urea plant, Fitch projects the capacity factor will be more
consistent with 2009 at 74%.  Despite the reduced production in
2010, FertiNitro achieved positive cash flow resulting in a debt
service coverage ratio of 1.1 times (x) as urea prices rebounded
in the last quarter of the year resulting in an average price
of $225/ metric ton (MT) similar to the 2009 average price of
approximately $224/MT.  Fitch notes that FertiNitro will continue
to be exposed to volatility in urea and ammonia prices.  Fitch has
also expressed concerns that FertiNitro, per national decree, must
sell urea at $36/MT in the local Venezuelan market.  Mitigating
this concern is that local sales were below management's
projection and were only 15% of 2010 urea sales. Notable increases
in local sales could erode FertiNitro's cash flow.

FertiNitro continues to invest in infrastructure improvements with
$9.5 million in capital expenditures planned in 2011, which are
important to stabilizing operations. Specifically, FertiNitro will
procure spare parts, upgrade water demineralization systems, and
PDVSA will continue to improve the reliability and capacity of the
methane gas pipeline for FertiNitro's fuel supply.

Fitch notes a material decrease in annual debt service from
$91.5 million in 2011 to $35.5 million in 2012, rising to
$50 million by 2019.  With a declining debt burden and continued
stability in plant operations, Fitch projects some improvement in
debt service coverage ratios (DSCR) but continued variability with
some years below 1.0x DSCR.  Further, FertiNitro reports that it
benefits from the ability to pay PDVSA for gas supply up to 180
days after delivery, providing additional financial flexibility
and cash flow relief.  This benefit is expected to continue.

Key drivers that could affect the rating:
   -- Adequate cash flow to continue making debt service payments
      including $45.9 million due Oct. 1, 2011;

   -- Continued sustained DSCRs above 1.0x;

   -- Continued sustained improvement in plant production levels
      and minimization of forced outages;

   -- Replenishing the debt service reserve fund to equal six
      months of debt service;

   -- Domestic sales remain below management's budget and an
      insignificant portion of total sales; and

   -- No further adverse impacts of government intervention.

Security:

Offshore accounts, project agreements, some real property and some
real shares in FertiNitro.

Project Summary:

FertiNitro, located in the Jose Petrochemical Complex in
Venezuela, ranks as one of the world's largest nitrogen-based
fertilizer plants, with nameplate daily production capacity of
3,600 MT of ammonia and 4,400 MT of urea.  Of total revenues, 80%
are derived from urea sales and the remainder from ammonia.
FertiNitro is owned 35% by a Koch Industries, Inc. subsidiary, 35%
by Pequiven, 20% by a Snamprogetti S.p.A. subsidiary, and 10% by a
Cerveceria Polar, C.A. subsidiary.


FISHER ISLAND: Miami Bankruptcy Judge to Decide Owner
-----------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
U.S. Bankruptcy Judge A. Jay Cristol in Miami, Florida, issued a
ruling March 31 saying that he will hold a trial to determine who
are the legitimate managers and creditors of a developer on Fisher
Island, Florida.

Creditors who claim they are owed $32.4 million filed an
involuntary chapter 11 petition against Fisher Island Investments,
Inc., which stayed a Florida state court lawsuit.  The state court
was scheduled to convene a hearing on March 29 to decide who
properly is in control of the company.

Mr. Rochelle relates that two different groups contend they
properly are in control of the developer:

  (i) One group, which includes purported creditors who filed an
      involuntary Chapter 11 petition, want appointment of a
      Chapter 11 trustee as "certain third parties who claim
      equity ownership in the alleged debtors" forcibly ejected
      the legitimate management and the board of directors of the
      Alleged Debtors from their various business premises without
      the benefit of a court order.

(ii) A group claiming to be the actual owners say the involuntary
      petition was a "last ditch effort to maintain" claims to
      ownership.

According to Mr. Rochelle, Judge Cristol said the outcome may turn
on what he called a "remarkable promissory note" where nine
entities are liable, although it wasn't signed by four.  Judge
Cristol said that the entity to be paid on the note is "Areal Plus
Group."  Judge Cristol asked if the payee of the note is "a person
whose last name is Group, first name Areal and middle name Plus?"
Or, the judge said, is it a corporation or some kind of
partnership?  Judge Cristol cited how the note was purportedly
assigned to three entities.  The judge observed that the illegible
signature didn't indicate that the assignment was made by someone
with authority to act for Areal Plus Group.  Judge Cristol said he
would hold one trial to decide if the note is legitimate and who
properly controls the developer. The trial, he said, will decide
if the note is valid or "an extension of Alice in Wonderland."

Judge Cristol told the parties to return to court for a status
conference on April 11 and a pretrial conference on May 19.

                     About Fisher Island

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

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


FLAGSTONE REINSURANCE: Fitch Keeps $120MM Debentures 'BB+' Rating
-----------------------------------------------------------------
Fitch Ratings has affirmed its ratings on Flagstone Reinsurance
Holdings, S.A., and subsidiaries following the company's
announcement that it expects its losses from the March 2011
earthquake and tsunami in the Tohoku region of Japan to total
between $80 million-$130 million, bringing expected first quarter
catastrophe loss levels to between $200 million and $300 million.
The Rating Outlook has been revised to Negative from Stable.

The affirmation recognizes that despite the high level of first-
quarter losses, Fitch expects capital ratios (such as net premium
to equity) to remain within tolerances for the current rating
level, albeit at the high end of expectations. Flagstone's ratings
also continue to reflect the company's high-quality and liquid
investment portfolio that supports the company's loss reserves.

Fitch's affirmation of Flagstone's ratings also recognizes that
catastrophe-focused reinsurers will periodically suffer losses of
a magnitude sufficient to significantly impact earnings, and
reduce capital.

The Outlook revision considers Fitch's opinion that the first
quarter 2011 catastrophe losses (also including New Zealand
Earthquake and Australian flood losses) are at the high end of
expectations for the current rating level. The expected losses
represent between 22% and 26% of beginning of period shareholders
equity. Such loss levels in aggregate are material for a property
catastrophe reinsurer with nine months remaining in the calendar
year, including hurricane season.

The Negative Outlook therefore reflects the heightened
vulnerability of Flagstone's ratings over the remainder of the
year, particularly in light of factors that could constrain
Flagstone's financial flexibility if the company were to
experience additional losses of an unexpected magnitude over the
near to medium term. In addition to capital ratios being at the
high end of ratings tolerances, Fitch notes that the company's
stock price is currently trading at a significant discount to book
value. This could make it difficult for the company to raise new
capital, if needed.

Favorably, Fitch notes that the structure of Flagstone's current
retrocessional reinsurance program appears likely to significantly
reduce Flagstone's net exposure if another large catastrophe event
were to occur in 2011. This is evidenced by the reduction in
Flagstone's 1-100 year per event PML (falls to $162 million from
$272 million) and its 1-250 year per event PML (falls to
$204 million from $326 million).

Fitch also notes that Flagstone's geographically diverse
underwriting portfolio (more so than several peers), will
occasionally have greater relative exposure to global catastrophe
events than some of its peers that may be more heavily
concentrated in peak catastrophe zones such as those with U.S.
hurricane exposure.

Key rating drivers that could result in a ratings downgrade
include:

   -- Current loss expectations from first quarter 2011 events
      develop unfavorably;

   -- Additional catastrophe events occur that further reduce
      capital and financial flexibility;

   -- If the company were to report a further increase in
      underwriting leverage (measured by traditional premiums
      written to equity ratios) to levels in excess of 1.0 times
      (x) or asset leverage in excess of 3.0x;

   -- A material increase in Flagstone's debt-to-capital ratio to
      levels in excess of 25% from current levels in the mid-
      teens, or a decrease in run-rate interest coverage ratios to
      the low single digits.

Key rating drivers that could result in a Stable Rating Outlook
include:

   -- If Flagstone were to rebuild cushion in its underwriting
      leverage ratios to year-end 2010 levels;

   -- If Flagstone were to grow (or raise) capital to offset
      recent losses.

Fitch has affirmed these ratings with a Negative Rating Outlook.

   Flagstone Reassurance Suisse SA:

   -- Insurer Financial Strength at 'A-'.

   Flagstone Reinsurance Holdings, S.A.

   -- Long-term Issuer Default Rating (IDR) at 'BBB+';

   -- $120 million of floating rate subordinated debentures due
      Sept. 15, 2036 at 'BB+';

   -- Euro13 million of floating rate subordinated debentures due
      Sept. 15, 2036 at 'BB+';

   -- $25 million of floating rate subordinated debentures due
      Sept. 15, 2037 at 'BB+'.

Flagstone Finance S.A.

   -- Long-term IDR at 'BBB+';

   -- $100 million of floating rate subordinated debentures due
      July 30, 2037 at 'BB+'


FRANKLIN PLACE: Involuntary Chapter 11 Case Summary
---------------------------------------------------
Alleged Debtor: Franklin Place, LLC
                261 Madison Avenue, Suite 1503
                New York, NY 10016

Bankruptcy Case No.: 11-11510

Involuntary Chapter 11 Petition Date: April 1, 2011

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

Debtor's Counsel: Pro Se

Petitioners' Counsel: Parshhueram T. Misir, Esq.
                      AGOVINO & ASSELTA, LLP
                      170 Old Country Road, Suite 608
                      Mineola, NY 11501
                      Tel: (516) 248-9880
                      Fax: (516) 248-9879
                      E-mail: pmisir@agovinoasselta.com

Creditors who signed the Chapter 11 petition:

  Petitioners                    Nature of Claim    Claim Amount
  -----------                    ---------------    ------------
Kingdom Associates, Inc.         Breach of Contract $320,982 Sec
c/o Agovino & Asselta, LLP                          $952,500 Unsec
330 Old Country Road, Suite 201
Mineola, NY 11501

Rovini Construction Corp.        Breach of Contract $250,983 Sec
c/o Agovino & Asselta, LLP                          $15,000  Unsec
330 Old Country Road, Suite 201
Mineola, NY 11501

West Rac Contracting Corp.       Breach of Contract $645,861 Sec
c/o Agovino & Asselta, LLP                          $15,000  Unsec
330 Old Country Road, Suite 201
Mineola, NY 11501


FRONTERA COPPER: Delays Filing of 2010 Annual Report
----------------------------------------------------
Frontera Copper Corporation said that the filing of the Company's
financial statements for the year ended Dec. 31, 2010, including
the related management discussion and analysis, annual information
form and CEO and CFO certifications will not be filed by the
required filing deadline of March 31, 2011.

The Required Documents will not be filed before the required
deadline due to annual audit procedures taking somewhat longer
than expected.  There is no disagreement with the auditors in
connection with audit scope or accounting matters.

The Company is working diligently with its accounting staff and
its auditors and anticipates that it will be in a position to file
the Required Documents on or before April 11, 2011.

The Company has applied to the applicable securities regulatory
authorities and received a management cease trade order related to
the Company's securities to be imposed against some or all of the
persons who are currently directors or officers of the Company to
trade securities of the Company.  The management cease trade order
will be in effect until the Required Documents are filed.

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

                         About Frontera Copper

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

                          *     *     *

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


GENERAL GROWTH: Clark Pacific Seeks $335,500 Admin. Claim
---------------------------------------------------------
Clark Pacific and the Debtors previously entered into a
stipulation resolving Clark Pacific's motion to lift the
automatic stay to pursue liens arising from precast concrete
related work, materials, and equipment provided to Debtor
Summerlin Centre LLC's real property in County of Clark, Nevada.

Vratsinas Construction Company, as Summerlin's general
contractor, also entered into a stipulation with the Debtors
whereby VCC was charged with resolving mechanics liens including
Clark Pacific's Liens.  While Clark Pacific had its claims under
the mechanics' liens resolved, the issue of storage remained
open.

The Debtor thus paid for and retained ownership of 243 pre-cast
concrete panels manufactured by Clark Pacific for the Summerlin
project.  The panels had been stored at the Clark Pacific
facility from April 17, 2009 to March 17, 2011 and remain there
now.  Storage charges accrue at $14,500 a month.

By this motion, Clark Pacific asks the Court to require the
Reorganized Debtor to immediately pay $333,500 as an
administrative expense claim to Clark Pacific as and for the
actual and necessary costs and expenses.

The Debtor is well aware of the administrative claims of Clark
Pacific as counsel to Clark Pacific raised this issue with
Summerlin's counsel through letters dated April 2009, May 14,
2009, June 10, 2009, and June 19, 2009, Mitchell D. Cohen, Esq.,
at Vedder Price P.C., in New York -- mcohen@vedderprice.com --
relates.  The Panels which were being stored by Clark Pacific
were unique to the Summerlin Project, could only be utilized in
connection with the project and were part and parcel of the
Reorganized Debtors' estates, he stresses.

Mr. Cohen told Judge Gropper that Clark Pacific has attempted to
resolve the issues raised in its motion to allow administrative
claim to no avail.

In support of Clark Pacific's Motion, Thomas Tucker, managing
engineer of Liability & Contracts at Clark Pacific, told the
Court that no response has ever been received and the Panels are
still being stored by Clark Pacific for the benefit of its owner.

In conjunction to Mr. Tucker's declaration, Dean P. Sperling,
Esq., at Law Office of Dean P. Sperling, in Santa Ana, California
-- Dean@sperlinglaw.com -- noted that there is insufficient time
to engage in settlement negotiations prior to the filing of Clark
Pacific's Motion.

                      About General Growth

Based in Chicago, Illinois, General Growth Properties, Inc. --
http://www.ggp.com/-- is the second-largest U.S. mall owner,
having ownership interest in, or management responsibility for,
more than 200 regional shopping malls in 44 states, as well as
ownership in master planned community developments and commercial
office buildings.  The Company's portfolio totals roughly
200 million square feet of retail space and includes more than
24,000 retail stores nationwide.  General Growth is a self-
administered and self-managed real estate investment trust.  The
Company's common stock is trading in the pink sheets under the
symbol GGWPQ.

General Growth Properties Inc. and its affiliates filed for
Chapter 11 protection on April 16, 2009 (Bankr. S.D.N.Y., Case No.
09-11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq.,
Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, serve as bankruptcy counsel.  Kirkland &
Ellis LLP is co-counsel.  Kurtzman Carson Consultants LLC has been
engaged as claims agent.  The Company also hired AlixPartners LLP
as financial advisor and Miller Buckfire Co. LLC, as investment
bankers.  The Debtors disclosed $29,557,330,000 in assets and
$27,293,734,000 in debts as of Dec. 31, 2008.

General Growth Properties on Nov. 9, 2010, successfully completed
the final steps of its financial restructuring and emerged from
Chapter 11.  GGP successfully restructured approximately
$15 billion of project-level debt Recapitalized with $6.8 billion
in new equity capital Paid all creditor claims in full achieved
substantial recovery for equity holders.

As part of its plan of reorganization, GGP has split itself into
two separate and independent publicly traded corporations.  GGP
shareholders as of the record date of Nov. 1, 2010, received
common stock in both companies.  The new GGP, which will commence
trading Nov. 10 on The New York Stock Exchange under the ticker
symbol "GGP," is the second-largest shopping mall owner and
operator in the country, with more than 183 regional malls in 43
states.  The spin-off company, The Howard Hughes Corporation,
consists of GGP's portfolio of master planned communities and
other strategic real estate development opportunities.  This
company will trade under the ticker symbol "HHC" on The New York
Stock Exchange.

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


GENERAL MARITIME: Deloitte & Touche Raises Going Concern Doubt
--------------------------------------------------------------
General Maritime Corporation filed on March 30, 2011, its annual
report on Form 10-K for the fiscal year ended Dec. 31, 2010.

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

The Company reported a net loss of $216.7 million on
$387.2 million of voyage revenues for 2010, compared with a net
loss of $12.0 million on $350.5 million of voyage revenues for
2009.

At Dec. 31, 2010, the Company's balance sheet showed
$1.782 billion in total assets, $1.450 billion in total
liabilities, and a stockholders' deficit of $332.0 million.

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

                       http://is.gd/XpHtD3

New York-based General Maritime Corporation (NYSE: GMR)
-- http://www.GeneralMaritimeCorp.com/-- is a a leading provider
of international seaborne crude oil transportation services.  The
Company also provides transportation services for refined
petroleum products.  As of March 25, 2011, the Company's  fleet
consists of 31 wholly-owned vessels: 7 VLCCs, 11 Suezmax vessels,
10 Aframax vessels, two Panamax vessels, and one Handymax vessel.
As of March 10, 2011, the Company also chartered-in three product
tankers.


GIORDANO'S ENTERPRISES: Court OKs Freeborn as Committee's Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
authorized the Official Committee of Unsecured Creditors formed in
the Chapter 11 case of Giordano's Enterprises Inc. to retain
Freeborn & Peters LLP as its counsel.

The firm will:

   a) advise the Committee on all legal issues as they arise;

   b) represent and advise the Committee regarding the terms of
      any sales of assets or plans of reorganization or
      liquidation, and assisting the Committee in negotiations
      with the Debtors and other parties-in-interest;

   c) investigate the Debtors' assets and pre-bankruptcy conduct,
      and investigating the validity, priority and extent of any
      liens asserted against the Debtors' assets;

   d) prepare, on behalf of the Committee, all necessary
      pleadings, reports, and other papers;

   e) represent and advise the Committee in all proceedings in
      the Chapter 11 case;

   f) assist and advise the Committee in its administration; and

   g) provide other services as are customarily provided by
      counsel to a creditors' committee in cases of this kind.

The firm will bill the Debtor's estates at the hourly rates of its
professionals:

      Designations            Hourly Rates
      ------------            ------------
      New Associates          $250
      Senior Partners         $735
      Paraprofessionals       $205-$250

Professionals at the firm primarily engaged in the representation
of the Committee are:

      Attorneys               Designations       Hourly Rates
      ---------               ------------       ------------
      Aaron L. Hammer, Esq.   Senior Partner     $625
      Richard S. Lauter, Esq. Senior Partner     $575
      Thomas R. Fawkes, Esq.  Partner            $495
      Devon Eggert, Esq.      Associate          $310
      Brian Jackiw, Esq.      Associate          $290

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

                   About Giordano's Enterprises

Chicago, Illinois-based Giordano's Enterprises, Inc., was founded
in 1974 in Chicago, Illinois, by two Argentinean immigrants, Efren
and Joseph Boglio.  In 1988, John and Eva Apostolou purchased
control of Giordano's.  Although this casual dining eatery offers
a broad array of fine Italian cuisine, it is primarily know for
its "Chicago's World Famous Stuffed Pizza".  At present,
Giordano's operates six company owned stores in Chicagoland, four
joint venture stores, and thirty-five franchisee locations.  In
addition, Giordano's operates Americana Foods, Inc., located in
Mount Prospect, Illinois, that serves as the commissary for the
majority of food products purchased by the Illinois locations.

An affiliated real estate holding company, Randolph Partners, LP,
owns 12 restaurant buildings that are leased to four of the
company-owned locations, two of the joint venture locations and
six of the franchisee locations.  The other 33 locations are
leased from third party landlords; two for the Giordano's
locations, two for the joint venture locations and 29 for the
franchise locations.  Giordano's is the lessee and subleases the
restaurant facility for 22 of the 29 franchise third party leases.
JBA Equipment Finance, Inc, another affiliated entity, leases
restaurant equipment packages to eight franchisee locations.

Giordano's Enterprises and 26 affiliates filed for Chapter 11
bankruptcy protection on Feb. 16, 2011 (Bankr. N.D. Ill. Lead Case
No. 11-06098).  Six additional affiliates filed for Chapter 11
protection on Feb. 17, 2011.  Kevin H Morse, Esq., and Michael L.
Gesas, Esq., at Arnstein & Lehr, LLP, serve as the Debtor's
bankruptcy counsel.  Giordano's Enterprises estimated assets and
debts of $0 to $50,000 in its Chapter 11 petition.

Certain of the Debtors owe Fifth Third Bank not than $13,560,662,
pursuant to loans and financial accommodations, and $31,927,998
under a business loan as of the Petition Date.  Fifth Third has
agreed to provide DIP financing of up to $35,983,563 to the
Debtors.


GLR ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: GLR Enterprises, LLC
        dba Filomena Cucina Italiana Restaurant
        1380 Blackwood-Clementon Rd.
        Clementon, NJ 08021

Bankruptcy Case No.: 11-19792

Chapter 11 Petition Date: March 31, 2011

Court: United States Bankruptcy Court
       District of New Jersey (Camden)

Judge: Judith H. Wizmur

Debtor's Counsel: David A. Kasen, Esq.
                  KASEN & KASEN
                  1874 East Route 70, Suite 3
                  Cherry Hill, NJ 08003
                  Tel: (856) 424-4144
                  E-mail: dkasen@kasenlaw.com

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

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/njb11-19792.pdf

The petition was signed by Remo Di Ventura, sole member.


GRAYMARK HEALTHCARE: Eide Bailly Raises Going Concern Doubt
-----------------------------------------------------------
Graymark Healthcare, Inc., filed on March 30, 2011, its annual
report on Form 10-K for the fiscal year ended Dec. 31, 2010.

Eide Bailly LLP, in Greenwood Village, Colo., expressed
substantial doubt about Graymark Healthcare's ability to continue
as a going concern.  The independent auditors noted that the
Company has suffered significant losses from operations,
anticipates additional losses in the next year and has
insufficient working capital as of Dec. 31, 2010, to fund the
anticipated losses.

The Company reported a net loss of $19.3 million on $22.8 million
of revenues for 2010, compared with a net loss of $5.3 million on
$17.6 million of revenues for 2009.

At Dec. 31, 2010, the Company's balance sheet showed $28.7 million
in total assets, $28.5 million in total liabilities, and
stockholders' equity of $172,429.

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

                       http://is.gd/vaC6ce

Oklahoma City, Okla.-based Graymark Healthcare, Inc. (NASDAQ:
GRMH) -- http://www.graymarkhealthcare.com/-- is one of the
largest providers of care management solutions to the sleep
disorder market based on number of independent sleep care centers
and hospital sleep diagnostic programs operated in the United
States.


GREENBRIER COMPANIES: Moody's Upgrades Corporate to 'B3'
--------------------------------------------------------
Moody's Investors Service has upgraded the ratings for The
Greenbrier Companies Inc. Corporate Family Rating to B3 from Caa1,
and changed its outlook from negative to stable.  At the same
time, Moody's has upgraded the ratings of Greenbrier's senior
unsecure debt, to Caa1 from Caa2 and affirmed its Speculative
Grade Liquidity Rating at SGL-3.

The upgrade of the CFR and PDR to B3 from Caa1 reflect Moody's
expectations that Greenbrier's earnings, revenues and financial
performance will improve over the next 12 to 18 months as a result
of growing demand for rail cars.  Greenbrier is well position to
benefit from improving industry conditions in the rail car
manufacturing and leasing businesses, where continued growth in
overall railroad freight volume will likely result in robust
demand growth for new railcars.  Although Greenbrier's current
credit metrics of Debt to EBITDA of 6.7 times and EBIT to Interest
of 0.9 time are somewhat weak for a B3 rating, Moody's believes
that, with a recovery in business activity, the company is likely
to reach credit metrics that are more in line with a B3 rating in
the near-term.

Greenbrier's senior unsecured notes due 2015 and its convertible
senior notes due 2026 are rated Caa1, one notch below the
Corporate Family Rating.  This reflects the significant amount of
senior secured debt in the form of the senior secured credit
facilities and secured notes related to railcar leasing assets.
The level of senior secured debt in the company's debt structure
implies a lower estimated recovery that the senior unsecured notes
would receive in the event of default, per Moody's Loss Given
Default Methodology.

On March 30, 2011, Greenbrier announced plans to redeem its senior
unsecured notes due 2015 by way of a tender offer, to be funded
primarily by a proposed $215 million senior convertible notes
offering (not rated by Moody's).  As this refinancing has little
impact on the company's overall debt structure, and since the new
notes are expected to have the equivalent priority in claim as the
senior notes they are replacing, this transaction does not
currently impact Greenbrier's ratings.  However, to the extent
that any of the senior notes due 2015 remain untendered at the
expiry of the tender offer, they will be stripped of certain
financial covenants, and will likely be downgraded to reflect
their junior claim at that point.  If all of the notes due 2015
are redeemed, ratings on that instrument will be withdrawn.

The stable outlook reflects expected continued improvement in
freight volume that will help drive higher utilization rates and
stronger railcar demand.  This in turn should result in a growing
backlog for Greenbrier, as well as increasing railcar delivery
levels over the near term.

The outlook could be changed to positive if Greenbrier
demonstrates an ability to sustain EBIT to Interest above 1.5
times and Debt to EBITDA of less than 5.5 times, while generating
positive free cash flow generation throughout the industry cycle.
A positive outlook would also require evidence of a recovery in
demand and improvement in backlog through FY 2011, suggesting a
full recovery in revenue levels and profitability in the near
term.

The ratings could be downgraded if a deterioration in operating
performance results in the reduced access to liquidity due to
tightness to financial covenants under the bank credit facility.
Ratings could also be lowered if Greenbrier undertakes a change in
strategic focus that negatively impacts the company's risk
profile. Leverage (Debt/EBITDA) sustained above 7.0 times or
EBIT/Interest coverage below 0.5 times for a prolonged period may
also prompt a ratings downgrade.

Upgrades:

   Issuer: Greenbrier Companies, Inc. (The)

    * Probability of Default Rating, Upgraded to B3 from Caa1;

    * Corporate Family Rating, Upgraded to B3 from Caa1;

    * Senior Unsecured Conv./Exch. Bond/Debenture, Upgraded to
      Caa1 (LGD5, 74%) from Caa2; and

    * Senior Unsecured Regular Bond/Debenture, Upgraded to Caa1
      (LGD5, 74%) from Caa2.

Outlook Actions:

   Issuer: Greenbrier Companies, Inc. (The)

    * Outlook, Changed To Stable From Negative

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

The Greenbrier Companies Inc. manufactures railroad freight cars,
is a the leading producer of intermodal flat cars, and also
repairs railroad freight cars and provide wheels and various car
parts.  Greenbrier owns a portfolio of 9,000 railcars, which it
leases to third parties, and provides a range of management
services for approximately 224,000 other railcars.


GREER AUTOMOTIVE: Case Summary & 14 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Greer Automotive Group LLC
        2310 Barrett Lakes Blvd N
        Kennesaw, GA 30144

Bankruptcy Case No.: 11-59649

Chapter 11 Petition Date: March 31, 2011

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

Debtor's Counsel: G. Frank Nason, IV, Esq.
                  LAMBERTH, CIFELLI, STOKES ELLIS & NASON
                  3343 Peachtree Road, NE, Suite 550
                  Atlanta, GA 30326
                  Tel: (404) 262-7373
                  E-mail: FNason@LCSENlaw.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 14 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/ganb11-59649.pdf

The petition was signed by Ronald D. Swatty, managing member.


GUNDLE/SLT ENVIRONMENTAL: S&P Puts 'CCC+' Rating on Watch Positive
------------------------------------------------------------------
Standard & Poor's Ratings Services said it placed its ratings on
Houston, Texas-based Gundle/SLT Environmental Inc., including the
'CCC+' corporate credit rating, on CreditWatch with positive
implications.

"The CreditWatch placement reflects our view that GSE's operating
performance is likely to improve in 2011 alongside the global
economic recovery because of higher levels of orders and backlog
for the company's products and management's recent restructuring
and pricing initiatives," said Standard & Poor's credit analyst
James Siahaan.

A substantial reduction in headcount from year-end 2008 levels,
improved geographic diversity from sales to emerging markets, and
the cessation of operations at an underperforming manufacturing
facility in the U.K. have helped GSE improve its profitability
since late 2009 and early 2010, when the company generated
operating losses.

"We could raise our rating on GSE by one notch or more if our
review increases our confidence that the company can preserve
adequate liquidity and retain a healthy level of headroom under
financial covenants," Mr. Siahaan said.


HARRY & DAVID: Can Pay Essential Suppliers' Prepetition Claims
--------------------------------------------------------------
Harry & David Holdings, Inc., et al., sought and obtained
authorization from the Hon. Mary F. Walrath of the U.S. Bankruptcy
Court for the District of Delaware to pay prepetition claims of
certain unsecured essential suppliers in an aggregate amount of up
to $6 million.

In the ordinary course of business, the Debtors purchase goods or
services from an essential supplier that, as an actual or
practical matter, may be the only supplier available to the
Debtors.  These goods or services are essential for the Debtors to
continue to provide quality products with the level of service
their customers expect.

The Debtors have reviewed their accounts payable and consulted
with appropriate members of their management team to identify
those suppliers that appear essential to the Debtors' ongoing
operations.  In particular, the Debtors considered these criteria,
among others, in identifying potential Essential Suppliers:
(i) whether the supplier is a "sole source" provider; (ii) whether
the Debtors can find a reasonable alternative supplier within a
reasonable timeframe; and (iii) whether the Debtors have
sufficient goods stored or may procure sufficient services in
order to continue operations while a replacement supplier is
found.

The Essential Suppliers include:

     a. Food and Beverage Suppliers
     b. Packaging Goods Suppliers
     c. Advertisers and Printers
     d. Miscellaneous Service Providers

In an effort to ensure that the payment of each Essential Supplier
claim provides the Debtors with a benefit to their estates, the
Debtors may request that a recipient of payment upon any portion
of an Essential Supplier Claim be required, to the extent
applicable, to execute an agreement whereby it agrees to provide
the Debtors with: (i) the continuance of the parties' existing
business relationship; (ii) other business terms on a postpetition
basis consistent with past practices, including the pricing of
goods and services and the provision of equivalent levels of
service, on terms at least as favorable as those extended in the
normal course prior to the Petition Date, or on such other terms
that are acceptable to the Debtors; and (iii) the release to the
Debtors of goods or other assets of the Debtors in the Essential
Supplier's possession.  The Trade Terms would be applicable
throughout the pendency of the Debtors' Chapter 11 cases.

                        About Harry & David

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

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

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

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

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

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

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


HERITAGE CONSOLIDATED: Cash Collateral Use Extended to
------------------------------------------------------
The Hon. Harlin D. Hale of the U.S. Bankruptcy Court for the
Northern District of Texas authorized Heritage Consolidated LLC
and Heritage Standard Corporation last month to use cash
collateral according to a budget, a copy of which is available at:

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

No replacement liens are granted in and to the cure payment and
sale proceeds generated from the sale of the Debtors' Non-Section
6 Assets, which funds will not be utilized at this time for items
and amounts in the Budget and will continue to be segregated and
maintained by the Debtor pending agreement by the Official
Committee of Unsecured Creditors or further order of the Court.

To the extent the adequate protection is insufficient to
adequately protect the secured creditors' interests in their
collateral, they are granted administrative claims and all of the
other benefits and protections allowable under Section 507(b) of
the Bankruptcy Code.

                About Heritage Consolidated

Heritage Consolidated LLC is a privately held company whose core
operations consist of exploration for, and acquisition,
production, and sale of, crude oil and natural gas.

Heritage Consolidated filed a Chapter 11 petition (Bankr. N.D.
Tex. Case No. 10-36484) on Sept. 14, 2010, in Dallas, Texas.
Its affiliate, Heritage Standard Corporation, also filed for
Chapter 11 (Bankr. N.D. Tex. Case No. 10-36485).  Kevin D.
McCullough, Esq., in Dallas, Texas, serves as counsel to the
Debtors.  The Debtors each estimated assets and debts of
$10 million to $50 million.


HERITAGE CONSOLIDATED: Taps Stephen Malouf as Special Counsel
-------------------------------------------------------------
Heritage Consolidated LLC and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Texas for permission
to employ Stephen F. Malouf, P.C., as their special counsel.

A hearing is set for April 21, 2011, at 1:30 p.m., to consider
approval of the request of the Debtors.

The firm will assist the Debtors in maximizing the value of their
assets in the Chapter 11 cases, by representing them in various
pending state court lawsuits.

The firm will paid for services rendered in this manner:

   * 35% of all gross recovery obtained for Debtors before
     commencement of jury selection; or

   * 40% of all gross recovery obtained for Debtor after jury
     selection commences; and

   * 17.5% of reduction in claims against Standard related to
     outstanding invoices currently being litigated in the
     Pathfinder Lawsuit and the ABC/Eunice Lawsuit and the Apollo
     Lawsuit.

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

                    About Heritage Consolidated

Heritage Consolidated LLC is a privately held company whose core
operations consist of exploration for, and acquisition,
production, and sale of, crude oil and natural gas.

Heritage Consolidated filed a Chapter 11 petition (Bankr. N.D.
Tex. Case No. 10-36484) on Sept. 14, 2010, in Dallas, Texas.
Its affiliate, Heritage Standard Corporation, also filed for
Chapter 11 (Bankr. N.D. Tex. Case No. 10-36485).  Kevin D.
McCullough, Esq., in Dallas, Texas, serves as counsel to the
Debtors.  The Debtors each estimated assets and debts of
$10 million to $50 million.


HOOTON PROPERTIES: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Hooton Properties, Inc.
        6100 Kathmoor Drive
        Montgomery, AL 36117

Bankruptcy Case No.: 11-30845

Chapter 11 Petition Date: April 1, 2011

Court: U.S. Bankruptcy Court
       Middle District of Alabama (Montgomery)

Judge: Dwight H. Williams, Jr.

Debtor's Counsel: Michael A. Fritz, Sr.
                  FRITZ HUGHES & HILL, LLC
                  7020 Fain Park Drive, Suite 1
                  Montgomery, AL 36117
                  Tel: (334) 215-4422
                  Fax: (334) 215-4424
                  E-mail: bankruptcy@fritzandhughes.com

Estimated Assets: $0 to $50,000

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/almb11-30845.pdf

The petition was signed by Matt Hooton, president.


HSRE-CDS: Off-Campus Student Housing Venture Goes Bankrupt
----------------------------------------------------------
Dow Jones' DBR Small Cap reports that a partnership between
campus-housing operator Collegiate Management Group and private
equity firm Harrison Street Real Estate Capital LLC formed to
develop off-campus housing for students at universities in
Louisiana and Missouri sought Chapter 11 bankruptcy protection
Thursday.  HSRE-CDS I LLC, in its bankruptcy petition, listed
property in Ruston, La., and Warrensburg, Mo., as its principal
assets.  Collegiate Management, according to its Web site,
operates apartments for college students at both addresses.
Collegiate and Harrison Street teamed up in 2007 to develop the
buildings, both of which have 120 units and feature clubhouses,
fitness centers, computer labs, media rooms, large common areas
and a resort-style pool, according to press releases.  Each
building is within a quarter-mile of the campuses of Louisiana
Tech University and the University of Central Missouri,
respectively.


HSRE-CDS: Case Summary & 21 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: HSRE-CDS I, LLC
        6363 N. State Highway 161, Suite 500
        Irving, TX 75038

Bankruptcy Case No.: 11-10972

Chapter 11 Petition Date: March 31, 2011

Court: U.S. Bankruptcy Court
       District of Delaware (Delaware)

Debtor's Counsel: R. Craig Martin, Esq.
                  DLA PIPER LLP
                  919 North Market Street, Suite 1500
                  Wilmington, DE 19801
                  Tel: (302) 468-5655
                  Fax: (302) 778-7834
                  E-mail: craig.martin@dlapiper.com

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

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

The petition was signed by Richard Wygle, authorized
representative.

Debtor's List of 21 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Key Bank National Association      Bank Loan           $22,089,187
1675 Broadway, Suite 400
Denver, CO 80202

Wade Lawncare & Landscaping        Trade Debt               $1,800
1402 East Mississppi
Ruston, LA 71202

RealPage, Inc.                     Trade Debt               $1,267
P.O. Box 671777
Dallas, TX 75267

Cintas Corporation #397            Trade Debt                 $706

W & W Repairs                      Trade Debt                 $500

Oce Imagistics, Inc.               Trade Debt                 $332

General Electric Company           Trade Debt                 $316

Ruston Newspapers, Inc.            Trade Debt                 $300

Joshua Duplantis                   Independent Contractor     $300

FedEx - Palantine, IL              Trade Debt                 $178

Apartment Gear, Inc.               Trade Debt                 $170

Staples Business Advantage         Trade Debt                 $146

Winfield, Tiffannie                Independent Contractor     $144

IRIO, Inc.                         Trade Debt                 $108

FedEx - Dallas, TX                 Trade Debt                 $105

Hillary Swift                      Independent Contractor     $100

Ieisha M. Piggie                   Independent Contractor     $100

Nadine El - Shafei                 Independent Contractor     $100

Whitney Duncan                     Independent Contractor     $100

Jarrith Jones                      Independent Contractor     $100

Jeremy Scroggins                   Independent Contractor     $100


HYDROGENICS CORPORATION: Posts $8.6 Million Net Loss in 2010
------------------------------------------------------------
Hydrogenics Corporation filed on March 29, 2011, its annual report
on Form 20-F for the fiscal year ended Dec. 31, 2010.

The Company reported a net loss of $8.6 million on $20.9 million
of revenues for 2010, compared with a net loss of $9.4 million on
$18.8 million of revenues for 2009.

Loss from operations was $9.0 million, an improvement of
$10.7 million or 54% as a result of increased revenues, improved
gross profit and reduced operating expenses.

At Dec. 31, 2010, the Company's balance sheet showed $31.5 million
in total assets, $13.8 million in total liabilities, and
stockholders' equity of $17.6 million.

"There are material uncertainties related to certain conditions
and events that cast significant doubt on the Corporation's
ability to continue as a going concern." the Company said in the
filing.  "The events and conditions that cast significant doubt
include the Corporation's recurring operating losses and negative
cash flows from operations and the risk of not securing additional
funding.  The Corporation expects these conditions to continue in
the near term."

For the fourth quarter of 2010 compared with the fourth quarter of
2009, revenues were $5.8 million, an increase of 38% primarily
attributed to increased revenues in the Company's OnSite
Generation business resulting from improved economic conditions,
partially offset by decreased revenues in its Power Systems
business resulting from timing of orders and product mix.

Loss from operations was $1.8 million, an improvement of
$2.8 million or 61% as a result of increased revenues, improved
gross profit and reduced operating expenses.

Net loss was $1.9 million for the fourth quarter of 2010, compared
with net income of $6.1 million for 2009.

"Hydrogenics delivered significantly improved operating results in
the fourth quarter of 2010 with double digit revenue growth and
improved gross margin, coupled with a 23% reduction in cash
operating costs resulting in a 61% reduction in loss from
operations.  This improved financial performance, along with
adding to our liquidity position through two successful equity
financings, an order backlog of $17.1 million at Dec. 31 and a
high level of customer engagement across multiple markets,
provides us with strong positioning for 2011 and beyond," said
Daryl Wilson, President and Chief Executive Officer.

At Dec. 31, 2010, the Corporation had $7.9 million of cash and
cash equivalents, compared to $9.2 million at Dec. 31, 2009..

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

                       http://is.gd/g3HkHP

A complete text of the press release announcing Hydrogenics'
fourth quarter and 2010 results is available for free at:

                       http://is.gd/43atTd

Hydrogenics Corporation (Nasdaq: HYGS) (TSX: HYG)
-- http://www.hydrogenics.com/-- together with its subsidiaries,
designs, develops and manufactures hydrogen generation products
based on water electrolysis technology and fuel cell products
based on proton exchange membrane, or PEM, technology.

Based in Mississauga, Ontario, Canada, Hydrogenics has operations
in North America and Europe.


INFORM RESOURCES: To File Annual Financial Statements Late
----------------------------------------------------------
Inform Resources Corp. advises that the Company has been placed on
the delinquent list by the British Columbia Securities Commission
for failure to file its annual financial statements and related
management's discussion and analysis for the year ended Nov. 30,
2010, which were due March 31, 2011.

The Company is working with its auditors to remedy the default and
intends to file its annual financial statements and MD&A by
April 15, 2011.

Inform Resources Corp. does not have significant operations. It
intends to pursue the business of natural resource exploration.

Previously, the company, through its subsidiary, Ameriplas
International Inc., engaged in the manufacture and sale of plastic
preforms for the water and soft drinks bottling industry in Canada
and the United States. It was formerly known as Downtown
Industries Ltd. and changed its name to Inform Resources Corp. on
Nov. 3, 2010.  Inform Resources Corp. is based in Vancouver,
Canada.


INTELGENX TECHNOLOGIES: RSM Richter Raises Going Concern Doubt
--------------------------------------------------------------
IntelGenx Technologies Corp. filed on March 29, 2011, its annual
report on Form 10-K for the fiscal year ended Dec. 31, 2010.

RSM Richter Chamberland LLP, in Montreal, Quebec, expressed
substantial doubt about IntelGenx Technologies' ability to
continue as a going concern.  The independent auditors noted that
the Company has experienced operating losses and requires
significant capital to finance operations.

The Company reported a net loss of $3.1 million on $1.3 million of
revenue and other income for 2010, compared with a net loss of
$1.9 million on $1.3 million of revenue and other income for 2009.

At Dec. 31, 2010, the Company's balance sheet showed $1.8 million
in total assets, $349,000 in total liabilities, and stockholders'
equity of $1.5 million.

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

                       http://is.gd/NgO1VP

Ville Saint Laurent, Quebec-based IntelGenx Technologies Corp.
(TSX-V: IGX) (OTC BB: IGXT) -- http://www.intelgenx.com/--
through its operating subsidiary InteGenx Corp., is a drug
delivery company focused on the development of oral controlled-
release products as well as novel rapidly disintegrating delivery
systems.  IntelGenx' research and development pipeline includes
products for the treatment of pain, hypertension, erectile
dysfunction and depressive disorders.


INTERMETRO COMMS: Gumbiner Savett Raises Going Concern Doubt
------------------------------------------------------------
InterMetro Communications, Inc., filed on March 30, 2011, its
annual report on Form 10-K for the fiscal year ended Dec. 31,
2010.

Gumbiner Savett Inc., in Santa Monica, Calif., expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
incurred net losses in previous years, and as of Dec. 31, 2010,
the Company had a working capital deficit of approximately
$16,273,000 and a total stockholders' deficit of approximately
$16,836,000.  "The Company anticipates that it will not have
sufficient cash flow to fund its operations in the near term and
through fiscal 2011 without the completion of additional
financing."

Gumbiner Savett has expressed substantial doubt about the
Company's ability to continue as a going concern since it was
engaged to audit the Company's financial statements since the
fiscal year ended Dec. 31, 2008.

The Company reported net income of $3.2 million on $28.0 million
of revenues for 2010, compared with a net loss of $4.9 million on
$22.3 million of revenues for 2009.

At Dec. 31, 2010, the Company's balance sheet showed $5.3 million
in total assets, $22.1 million in total liabilities, and a
stockholders' deficit of $16.8 million.

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

                       http://is.gd/oHt8nz

Simi Valley, Calif.-based InterMetro Communications, Inc.
-- http://www.intermetro.net/-- is a facilities-based provider of
enhanced voice and data communication services.


INTERPUBLIC GROUP: S&P Puts 'BB' Corporate on Watch Positive
------------------------------------------------------------
Standard & Poor's Rating Services placed its ratings on
Interpublic Group of Cos. Inc., including its 'BB' corporate
credit rating, on CreditWatch with positive implications.

"The potential for a one-notch upgrade over the near term will
focus on IPG's prospects for maintaining and improving
profitability and cash flow," said Standard & Poor's credit
analyst Michael Altberg.

IPG has posted four quarters of EBITDA margin expansion.  "We
expect further gains will entail continued positive organic growth
trends, as well as ongoing net-positive business wins.  For 2010,
the company's operating and EBITDA margin were 8.4% and 10.7%,
respectively, up from 5.7% and 8.5%, respectively, in 2009.  In
2011, under our base-case scenario of mid-single-digit percentage
organic revenue growth, and low-single-digit percentage growth in
operating expenses, we believe the company could expand its EBITDA
margin to the mid- to high-11% area, above our 11% threshold for
the company at a 'BB+' rating," S&P related.

Upgrade potential beyond one notch would entail additional
progress toward peer levels, continued broad-based profitability
gains across segments, and further reduction of fully adjusted
leverage.  "Derailment of the economic and advertising/marketing
spending recovery, which we believe would negatively impact IPG
and peers, or lack of sustained momentum in business wins could
delay additional ratings upside beyond 'BB+'.  In our opinion,
IPG's recent implementation of a quarterly common stock dividend
and $300 million stock repurchase program are manageable given its
strong cash cushion, wide margin of covenant compliance, and
healthy conversion of EBITDA to discretionary cash flow," S&P
noted.

For the 12 months ended Dec. 31, 2010, the company's EBITDA margin
(treating stock-based compensation as an expense) was 10.7%, up
from 8.5% as of 2009 year-end.  "Under our base-case scenario of
mid-single-digit percentage organic growth for 2011 and assuming a
modest decline in salary and related expenses as a percentage of
revenue, we believe the EBITDA margin could expand to the
mid- to high-11% area in 2011.  Moreover, we expect EBITDA could
grow at a mid-teens percentage rate, and lease- and pension-
adjusted debt to EBITDA could decline to the mid-3x area in 2011,
assuming share repurchases within the company's current
authorization limit and acquisition activity within the
range of the company's $150 million guidance," according to S&P.

"We currently believe near-term upgrade potential is limited to
one notch if our review confirms our confidence that the company
will achieve competitive organic growth in 2011 while expanding
its EBITDA margin within the 11% area.  We expect to resolve the
CreditWatch listing shortly after the company reports its first-
quarter 2011 results," S&P added.


ISLE OF CAPRI: Moody's Raises Corporate Family Rating to 'B2'
-------------------------------------------------------------
Moody's Investors Service today upgraded Isle of Capri Casinos,
Inc.'s Corporate Family and Probability of Default ratings to B2
from B3.  Moody's also raised the rating on Isle's $357 million
senior subordinated notes due 2014 to Caa1 from Caa2.  Isle's
$800 million senior secured bank credit facilities were confirmed
at Ba3.  In addition, the company's $300 million 7.75% senior
unsecured notes due 2019 were confirmed at B3.  The rating outlook
is stable.

This rating action concludes the review process that was initiated
on March 1, 2011.

Ratings upgraded:

   * Corporate Family Rating to B2 from B3;

   * Probability of Default Rating to B2 from B3; and

   * $357 million 7% senior subordinated notes due 2014 to Caa1
     (LGD 5, 89%) from Caa2 (LGD 6, 90%).

Ratings confirmed and LGD assessments revised:

   * $300 million senior secured revolver expiring September 2013
     at Ba3 (LGD 2, 24% from LGD 2, 25%);

   * $500 million senior secured term loan due September 2013 at
     Ba3 (LGD 2, 24% from LGD 2, 25%); and

   * $300 million 7.75% senior unsecured notes due 2019 at B3 (LGD
     4, 68% from LGD 5, 70%).

Ratings expected to be withdrawn:

   * $375 million revolver exp 2012 at B2 (LGD 3, 38 %); and

   * $875 million term loan due 2013 at B2 (LGD 3, 38 %).

Ratings Rationale:

The upgrade of Isle's Corporate Family Rating (CFR) to B2 from B3
reflects the recent closing of the company's $800 million senior
secured bank facilities which alleviated Moody's concerns
regarding Isle's ability to maintain compliance with its financial
covenants over the longer-term and provided the company with a
more relaxed debt maturity profile.

The upgrade also reflects Isle's improved cost structure, and
favorable recent operating results that benefited from a more
stable operating environment than in previous quarters.  As a
result, Moody's expects Isle will achieve and sustain debt/
EBITDA of 6 times in the next 18 months, a key assumption
supporting the upgrade to B2 from B3.  At the same time, Isle's
B2 CFR considers that despite Moody's anticipation of lower
leverage, the company's debt/EBITDA is still considered high.
Positive ratings consideration is given to the company's
geographic diversification and adequate liquidity profile.

The upgrade of Isle's $357 million senior subordinated notes due
2014 considers the reduction in debt ahead of it in the capital
structure that resulted from the company's refinancing.

The stable rating outlook reflects Isle's improved cost structure,
recent operating results that benefited from a more stable
operating environment than in previous quarters, as well as from
an improved cost structure, and good liquidity profile.

Rating could be lowered if it appears that Isle will not be able
to achieve and sustain debt/EBITDA of 6 times and the company's
liquidity deteriorates for any reason.  A higher rating would
require that Isle demonstrate an ability to achieve and sustain
debt/EBITDA at or below 5 times.

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

Isle of Capri Casinos, Inc., owns and operates fifteen casino
gaming facilities in the U.S. The company generates consolidated
annual net revenues of about $1 billion.


IVAX DIAGNOSTICS: Grant Thornton Raises Going Concern Doubt
-----------------------------------------------------------
IVAX Diagnostics, Inc., filed on March 30, 2011, its annual report
on Form 10-K for the fiscal year ended Dec. 31, 2010.

Grant Thornton LLP, in Miami, Fla., expressed substantial doubt
about IVAX Diagnostics' ability to continue as a going concern.
The independent auditors noted that the Company incurred a net
loss of $4,214,679 during the year ended Dec. 31, 2010, and used
cash from operations of $1,882,867 during the year ended Dec. 31,
2010.

The Company reported a net loss of $4.2 million on $17.0 million
of revenue for 2010, compared with a net loss of $4.5 million on
$18.4 million of revenue for 2009.

At Dec. 31, 2010, the Company's balance sheet showed $15.1 million
in total assets, $5.7 million in total liabilities, and
stockholders' equity of $9.4 million.

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

                       http://is.gd/7CVWuM

Miami, Fla.-based IVAX Diagnostics, Inc. (NYSE Amex: IVD)
-- http://www.ivaxdiagnostics.com/-- through its subsidiaries,
develops, manufactures and markets diagnostic test kits, or
assays, and automated systems that are used to aid in the
detection of disease markers primarily in the areas of autoimmune
and infectious diseases.


IVEDA SOLUTIONS: Farber Hass Raises Going Concern Doubt
-------------------------------------------------------
Iveda Solutions, Inc., filed on March 30, 2011, its annual report
on Form 10-K for the fiscal year ended Dec. 31, 2010.

Farber Hass Hurley LLP, in Camarillo, Calif., expressed
substantial doubt about Iveda Solutions' ability to continue as a
going concern.  The independent auditors noted that the Company
has incurred losses since inception of $6.7 million through
Dec. 31, 2010, and has insufficient cash flows and working capital
to support operations.

The Company reported a net loss of $1.9 million on $940,008 of
revenue for 2010, compared with a net loss of $1.8 million on
$659,762 of revenue for 2009.

At Dec. 31, 2010, the Company's balance sheet showed $1.0 million
in total assets, $528,550 in total liabilities, and  stockholders'
equity of $517,953.

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

                       http://is.gd/VhK4nG

Mesa, Ariz.-based Iveda Solutions, Inc., delivers secure, open
source and enterprise class managed video surveillance services by
leveraging the power of cloud computing.


KINDER MORGAN: Fitch Affirms 'BB+' Issuer Default Rating
--------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Ratings (IDRs) for
Kinder Morgan Energy Partners, L.P. (KMP) and Kinder Morgan
Kansas, Inc. (KMK, formerly Kinder Morgan, Inc.) at 'BBB' and
BB+', respectively.  Also affirmed are the ratings of Kinder
Morgan Finance Company, LLC, and KN Capital Trust I & III,
affiliates of KMK.  Approximately $14.3 billion of long-term debt
is affected by the rating action.  The Rating Outlooks are Stable.

KMP's ratings and Stable Outlook reflect the following:

   -- Significant scale and scope of operations;

   -- Geographic and functional diversity of assets;

   -- Successful track record in acquiring, expanding, financing
      and operating energy assets;

   -- Predictable earnings and cash flow generated from natural
      gas and refined products pipelines;

   -- Expectations for modestly improving credit metrics in 2011
      with adjusted Debt to EBITDA to approximate 4.0 times (x) or
      below for the year.

Other considerations and credit concerns include:

   -- KMP's relationship with KMK, owner of its general partner
      interest;

   -- Exposure to interest rates on approximately $5.4 billion of
      variable-rate debt;

   -- Modestly negative effects from weak economies on asset
      utilization;

   -- Aggressive expansion spending;

   -- Exposure to changes in commodity prices and volumes for its
      CO2 business segment.

In February 2011, certain existing shareholders of Kinder Morgan,
Inc. (KMI, formerly Kinder Morgan HoldCo LLC) sold approximately
109.8 million shares of KMI's common stock in an initial public
offering.  Shares owned by the public represent approximately
15.5% of total shares outstanding.  The stock offering is not
expected to have an effect on either KMP's or KMK's ratings.

KMK, a wholly owned subsidiary of KMI, has ownership interests in
two companies: the 2% general partnership (GP) and approximately
11% of the limited partner interest in KMP and 20% of NGPL PipeCo
LLC (NGPL; rated 'BB+', with a Stable Outlook by Fitch).
Distributions from KMP and NGPL contributed approximately 97% and
3% of KMK's 2010 cash flow, respectively.

Distributions received by KMK approximated $1.06 billion in 2010
and are expected to strengthen in future years as KMP's
distributable cash flow increases. KMK's debt levels are likely to
be maintained at between $3 billion and $3.5 billion.  Fitch
estimates KMK's standalone parent company debt to cash flow to
approximate 2.5x for 2011.

Fitch affirms:

   Kinder Morgan Energy Partners, L.P.

   -- IDR at 'BBB';

   -- Senior unsecured debt at 'BBB';

   -- Short term IDR at 'F2'

   -- Short term debt (Commercial Paper) at 'F2'.

Kinder Morgan Kansas, Inc.

   -- IDR at 'BB+';

   -- Secured notes and debentures at 'BB+';

   -- Secured revolving credit facility at 'BB+'.

Kinder Morgan Finance Company, LLC

   -- Secured notes at 'BB+'.

KN Capital Trust I

   -- Trust preferred at 'BB-'.

KN Capital Trust III

   -- Trust preferred at 'BB-'.


KEYSONE AUTOMOTIVE: Suspending Duty to File Reports
---------------------------------------------------
Keystone Automotive Operations, Inc., notified the U.S. Securities
and Exchange Commission that it is suspending its duty to file
reports of its 9 3/4% Senior Subordinated Notes due 2013 under
Section 15(d) of the Securities Exchange Act of 1934.  As of
March 31, 2011, there were only 9 holders of records of the Notes.

                     About Keystone Automotive

Headquartered in Exeter, Pennsylvania, Keystone Automotive
Operations, Inc. and its affiliates are wholesale distributors and
retailers of aftermarket automotive accessories and equipment,
with operations servicing customers in all regions of the United
States and provinces of Canada, as well as various other
international locations.  The Company's fleet of over 300 trucks
provide multi-day per week delivery and returns covering the 48
contiguous states and nine provinces of Canada.  The Company sells
and distributes specialty automotive products, such as light
truck/SUV accessories, car accessories and trim items, specialty
wheels, tires and suspension parts, and high performance products
to a fragmented base of approximately 15,000 customers.  The
Company's wholesale operations include an electronic service
strategy providing customers the ability to view inventory and
place orders via its proprietary electronic catalog.  The Company
also operates 20 retail stores in Pennsylvania.

At Oct. 2, 2010, the Company had total assets of $387,843,000,
total liabilities of $461,476,000, and shareholder's deficit of
$73,633,000.


                       Exchange Offer

In February 2011, the Company announced that it will seek to
implement its previously announced financial restructuring by
launching an exchange offer and consent solicitation with respect
to its existing 9 3/4% Senior Subordinated Notes due 2013 and a
solicitation of acceptances of a prepackaged plan of
reorganization.

As part of the Exchange Offer, the holders of the Senior
Subordinated Notes were asked to exchange their existing Senior
Subordinated Notes in return for their pro rata share of
approximately 22.0% of the new common stock of reorganized
Keystone and the ability to purchase, pursuant to a rights
offering in an aggregate amount of up to $60 million, their pro
rata share of approximately 47.4% of the new common stock.
If the 98% minimum tender condition is not satisfied, the
Company said it will seek to implement the Restructuring by
commencing cases under chapter 11 of the United States Bankruptcy
Code and seeking confirmation of a prepackaged plan of
reorganization.  Therefore, the Company simultaneously solicited
acceptances of the Prepackaged Plan as an alternative to the
Exchange Offer.

At the end of March 2011, Keystone said it closed on March 28,
2011, its exchange offer and consent solicitation, whereby it has
exchanged approximately $172.7 million aggregate principal amount
of its 9-3/4% Senior Subordinated Notes due 2013.

                          *     *     *

As reported in the Troubled Company Reporter on December 9, 2010,
Moody's Investors Service downgraded Keystone Automotive
Operations Inc.'s Corporate Family Rating and Probability of
Default Rating to Ca from Caa2 to reflect Moody's concerns about
the sustainability of the company's current capital structure.
The ratings on the term loan B due January 2012 and senior
subordinated notes due November 2013 were also downgraded to Caa2
and C from Caa1 and Caa3, respectively.  The rating outlook
remains negative.

In November 2010, Standard & Poor's Rating Services lowered all of
its ratings on Keystone Automotive Operations Inc., including the
corporate credit rating to 'CC' from 'CCC'.  At the same time, S&P
lowered its rating on the company's $200 million senior secured
term loan due 2012 to 'CC' from 'CCC' and lowered its rating on
the $175 million senior subordinated notes due 2013 to 'C' from
'CC'.

"S&P's ratings on Keystone reflect its expectation that the
company will pursue some form of debt restructuring during 2011,"
said Standard & Poor's credit analyst Brian Milligan.  S&P views
the company's financial risk profile as highly leveraged given its
continued poor credit measures, including total debt to EBITDA in
the mid-teens, EBITDA to interest below 1x, and funds from
operations to total debt of about 1% to 2%.  In addition, S&P
views Keystone's business risk profile as vulnerable because its
products are discretionary in nature and partially dependent on
new vehicle sales.


KMC REAL: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: KMC Real Estate Investors LLC
        4601 Medical Plaza Way
        Clarksville, IN 47129

Bankruptcy Case No.: 11-90930

Chapter 11 Petition Date: April 1, 2011

Court: United States Bankruptcy Court
       Southern District of Indiana (New Albany)

Judge: Basil H. Lorch III

Debtor's Counsel: Gary Lynn Hostetler, Esq.
                  Courtney Elaine Chilcote, Esq.
                  Jeffrey A. Hokanson, Esq.
                  HOSTETLER & KOWALIK, P.C.
                  101 W Ohio St Ste 2100
                  Indianapolis, IN 46204
                  Tel: (317) 262-1001
                  Fax: (317) 262-1010
                  E-mail: ghostetler@hklawfirm.com
                          cchilcote@hklawfirm.com
                          jhokanson@hklawfirm.com

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

Estimated Debts: $100,000,001 to $500,000,000

The petition was signed by Christodulous S. Stavens, member.

The Debtor did not file its list of largest unsecured creditors
when it filed its petition.

Affiliate that previously sought Chapter 11 protection:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Kentuckiana Medical Center, LLC        10-93039   09/09/10


LABOPHARM INC: Gets Notice from Nasdaq over Minimum Market Value
----------------------------------------------------------------
Labopharm Inc. has received notice from the Listings
Qualifications Department of The Nasdaq Stock Market that the
closing bid price of the Corporation's Market Value of Listed
Securities (MVLS) was below the minimum requirement of
US$50,000,000 for 30 consecutive business days (ended March 28,
2011) and the Corporation was therefore not in compliance with
Nasdaq listing rules.

The notification has no impact at this time on the listing of
Labopharm's common shares on The Nasdaq and Labopharm's common
shares will continue to trade on The Nasdaq Global Market under
the symbol "DDSS".  The notification also has no impact on the
listing of the Corporation's common shares on the Toronto Stock
Exchange and the Corporation's common shares will continue to
trade on the Toronto Stock Exchange under the symbol "DDS".

Labopharm has been provided a period of 180 calendar days, or
until Sept. 26, 2011 (the compliance period), to regain compliance
with the minimum MVLS requirement.  Labopharm can regain
compliance if the closing MVLS is US$50,000,000 or higher for a
minimum of 10 consecutive business days during the compliance
period.

If Labopharm does not re-establish compliance by September 26,
2011, Nasdaq will provide written notification to the Corporation
that its common shares are subject to delisting from the Nasdaq
Global Market.  Labopharm has the option of applying for transfer
to The Nasdaq Capital Market, provided it satisfies the
requirements for continued listing on that market.

As previously announced on Dec. 31, 2010, Labopharm received
notice from the Listings Qualifications Department of Nasdaq that
the closing bid price of the Corporation's common shares was below
the minimum requirement of US$1.00 per share for 30 consecutive
business days and the Corporation was therefore not in compliance
with Nasdaq Listing Rules.  At that time, the Corporation was
provided until June 27, 2011 to regain compliance with the minimum
closing bid price requirement.  As of April 1, 2011, the Company
has not regained compliance with such listing rules.  If Labopharm
does not re-establish compliance by June 27, 2011, Nasdaq will
provide written notification to the Corporation that its common
shares are subject to delisting.  If such notification is
provided, the Corporation may be eligible for an additional 180
calendar day compliance period if it meets the initial listing
standards, with the exception of minimum closing bid price, for
The Nasdaq Global Market, and it provides a written plan to re-
establish compliance during the second grace period.

                       About Labopharm Inc.

Labopharm -- http://www.labopharm.com/- is an emerging leader in
optimizing the performance of existing small molecule drugs using
its proprietary controlled-release technologies.  The Company's
commercialized products include OLEPTRO(TM) a once-daily
antidepressant marketed in the U.S. and a unique once-daily
formulation of tramadol marketed in 19 countries, including the
U.S.  Labopharm's third product, a twice-daily formulation of
tramadol-acetaminophen, is approved in multiple countries in
Europe with launches anticipated in late 2011.  The Company also
has a pipeline of follow-on products in both pre-clinical and
clinical development. Labopharm is headquartered in Laval, Canada
with U.S. offices in Princeton, New Jersey.


LEAR CORP: S&P Raises Corporate Credit Rating to 'BB'
-----------------------------------------------------
Standard & Poor's Ratings Services said it has raised its
corporate credit rating on Michigan-based auto supplier Lear Corp.
to 'BB' from 'BB-'.  The outlook is stable.  At the same time, S&P
revised its recovery rating on the company's senior unsecured debt
to '2' from '1' and affirmed the issue-level rating on this debt.

"The upgrade reflects our opinion that Lear's financial risk
credit measures have improved significantly because of the gradual
recovery in light-vehicle demand in North America and Europe and
strong growth in emerging markets," said Standard & Poor's credit
analyst Lawrence Orlowski.  "Moreover, we believe the company's
recently increased profitability and cash flow are sustainable
because of lower fixed costs caused by operational restructuring.
Consequently, we have raised our assessment of Lear's financial
risk profile  to intermediate from significant," S&P said.  (S&P's
assessment of Lear's business risk profile remains weak.)

Lear's results for 2010 showed considerable improvement over those
of 2009.  Leverage declined.  Revenue was $12.0 billion, up 23%
over 2009 sales, reflecting improving global vehicle production.
Core operating income was $627 million in 2010 compared with
$107 million a year earlier.  Adjusted margins in the seating
segment were 7.5% in 2010 (compared with 4.1% a year earlier) and
in the electrical segment were 4.7% (compared with a negative 3.7%
a year earlier).

S&P assumes the company will generate substantial free operating
cash flow of at least $300 million in 2011 and 2012, and that
global sales will approach $12.5 billion in 2011.  "We also
assume light-vehicle production will increase about 8% year over
year in North America and fall 2% year over year in Western
Europe.  However, if auto production globally dropped for a
prolonged period, we believe Lear could begin using cash again.
Although credit measures have improved as vehicle sales and
production have recovered, we expect the industry to remain
volatile, and this volatility, along with unpredictable raw
material costs, can cause large swings in cash generation and
use," S&P stated.

The outlook is stable.  S&P assumes that Lear will generate about
$300 million in annual free cash flow in 2011 and beyond, that
adjusted debt to EBITDA will remain below 2.0x, and that cash
balances will remain substantial.

S&P could lower the rating if the company increased its leverage
substantially or used cash to fund a large acquisition or pay a
special dividend.  S&P could also lower the rating if global
vehicle demand declines again, if the company uses cash, or if
leverage rises above 2.0x on a sustained basis, which S&P
estimates could occur if 2011 revenue remained flat with 2010
levels and gross margins fell below 6%.

"To raise the rating, we would need to see an improvement in the
company's business risk profile.  For instance, we could raise the
rating if the company improved customer and product diversity and
consistently generated positive free operating cash flow, even if
volatile market conditions return.  Moreover, we would expect
adjusted EBITDA margins in both its seating and electrical
power management businesses to expand toward double-digit levels
on a sustained basis, although we think this is unlikely during
the near term in this segment of the supply sector," S&P stated.


LEHMAN BROTHERS: Wants Creditors Compelled to Follow FRBP 2019
--------------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors asked
Judge Peck to order a group of creditors to comply with the
disclosure requirements under Rule 2019 of the Federal Rules of
Bankruptcy Procedure.

Under Rule 2019, attorneys for committees that represent more
than one creditor are required to file a statement with the
bankruptcy court disclosing the names of the committee members,
the nature and amount of their claims, among other things.

The group, which calls itself the ad hoc group of Lehman
creditors, allegedly has not complied with Rule 2019 on grounds
that it does not consider itself a committee subject to the
bankruptcy rule.  None of the statements filed by its legal
counsel, White & Case LLP, allegedly complied with the disclosure
requirements, the Debtors state in court papers.

The group, which currently has 13 members including the
California Public Employees Retirement System and Paulson & Co.,
reportedly holds claims against LBHI and its affiliates in the
sum of $20.2 billion.

Through White & Case LLP, the group has actively participated in
the Debtors' bankruptcy cases since May 2009.  It is the only
group of Lehman creditors that proposed a restructuring plan for
the Debtors.

"Notwithstanding its denomination as a group, the ad hoc group
functions as an entity or a de facto committee that represents
more than one creditor," says the Debtors' lawyer, Harvey Miller,
Esq., at Weil Gotshal & Manges LLP, in New York.

"Participation in these Chapter 11 cases by the ad hoc group and
its attorneys should be proscribed unless and until all the
requirements of Rule 2019 are satisfied," Mr. Miller says in
court papers.

Judge Peck will hold a hearing on April 13, 2011, to consider
approval of the request.  The deadline for filing objections is
April 6, 2011.

                      About Lehman Brothers

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

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

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

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

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

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

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

                 International Operations Collapse

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

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

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


LEHMAN BROTHERS: LBI Trustee Wants Until Feb. 3 to Remove Actions
-----------------------------------------------------------------
James Giddens, trustee for Lehman Brothers Inc., seeks court
approval to file notices of removal of civil cases involving LBI
until February 3, 2012.

Jeffrey Margolin, Esq., at Hughes Hubbard & Reed LLP, in New
York, says analysis of the civil cases requires review of the
facts and the procedural posture of each individual case, and
involves coordination with the separate counsel that represented
LBI in connection with those cases.

Without an extension of the deadline, the trustee risks "making
premature removal decisions or waiving these rights before he has
had an opportunity to complete an evaluation of these issues,"
according to Mr. Margolin.

The Court will hold a hearing on April 13, 2011, to consider
approval of the proposed extension.  The deadline for filing
objections is April 6, 2011.

                      About Lehman Brothers

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

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

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

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

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

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

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

                 International Operations Collapse

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

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

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


LEHMAN BROTHERS: Wins OK to Hike Lazard Fees to $350,000 Per Month
------------------------------------------------------------------
The Bankruptcy Court approved an amendment to the terms governing
the payment of monthly fees of Lazard Freres & Co. LLC, Lehman
Brothers' investment banker.

The Debtors and Lazard Freres amended the terms to limit the
$150,000 increase in the firm's monthly fee, which was previously
approved by the Court, to the six-month period ending in November
2010.

The Court previously approved the increase in Lazard's monthly
fee from $200,000 to $350,000, effective nunc pro tunc to June 1,
2010.  The fee increase was for the services Lazard Freres
provided in connection with the possible sale of LAMCO Holdings
LLC.

                      About Lehman Brothers

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

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

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

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

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

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

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

                 International Operations Collapse

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

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

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


LEHMAN BROTHERS: CIBC Inks Deal on Closing Transactions
-------------------------------------------------------
James Giddens, trustee of Lehman Brothers Inc., sought and
obtained court approval of agreements requiring these entities to
make payments to the trustee in connection with the close-out of
their transactions with LBI:

Entities                                      Amount
--------                                   -----------
Canadian Imperial Bank of Commerce        $145,829,964
CIBC World Markets Inc.                    $11,056,479

Mr. Giddens is still awaiting court approval of a similar
agreement he reached with Black River Fixed Income Relative Value
Fund Ltd., Black River FIRV Opportunity Master Fund Ltd., and
Cargill Incorporated, which requires them to pay the trustee $625
million.

                      About Lehman Brothers

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

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

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

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

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

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

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

                 International Operations Collapse

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

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

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


LIZ CLAIBORNE: Upsized $205-Mil. Notes Offering Priced at Par
-------------------------------------------------------------
Liz Claiborne, Inc. announced on April 1, 2011, that it priced an
offering of $205.0 million aggregate principal amount of Senior
Secured Notes due 2019.  The initial offering of $200.0 million
was upsized to $205.0 million.  The Notes were priced at par and
will bear interest at an annual rate of 10.50%.  The offering of
the Notes is expected to close on April 7, 2011.

The Company plans to use the net proceeds from the offering
primarily to fund the previously announced cash tender offer to
purchase up to EUR155.0 million of its outstanding EUR350.0
million 5.0% Notes due 2013, of which EUR118.0 million had been
tendered as of March 31, 2011, and to pay related fees, expenses
and commissions, along with accrued and unpaid interest on the
tendered euro Notes. Any remaining proceeds will be used for
general corporate purposes. The Notes will be guaranteed on a
senior secured basis by certain of the Company's current and
future domestic subsidiaries. The Notes and the guarantees will be
secured on a first-priority basis by a lien on certain of the
Company's trademarks and by a second-priority interest in the
Company's and the guarantors' assets that secure the Company's
revolving credit facility.

The Notes are being offered to qualified institutional buyers
pursuant to Rule 144A under the Securities Act of 1933, as
amended, and to persons outside of the United States in compliance
with Regulation S under the Securities Act.  The issuance and sale
of the Notes have not been registered under the Securities Act,
and the Notes may not be offered or sold in the United States
absent registration or an applicable exemption from registration
requirements.

                       About Liz Claiborne

Liz Claiborne Inc. -- http://lizclaiborneinc.com-- designs and
markets a global portfolio of retail-based premium brands
including Juicy Couture, Kate Spade, Lucky Brand and Mexx.  The
Company also has a refined group of department store-based brands
with strong consumer franchises including the Monet family of
brands, Kensie, Kensiegirl, Mac & Jac, and the licensed DKNY(R)
Jeans and DKNY(R) Active brands.  The Dana Buchman and Axcess
brands are sold at Kohl's, and beginning in Fall 2010, the Liz
Claiborne and Claiborne brands will be available at JCPenney and
the Liz Claiborne New York brand designed by Isaac Mizrahi will be
available at QVC and internationally.

                          *     *     *

As reported in the Troubled Company Reporter on March 30, 2011,
Standard & Poor's Ratings Services said that it assigned its
preliminary 'B-' issue-level rating to New York City-based Liz
Claiborne Inc.'s proposed $200 million senior secured notes due
2019.  The recovery rating is a preliminary '3', indicating S&P's
expectation of meaningful (50% to 70%) recovery in the event of a
payment default.

At the same time, S&P revised its recovery rating on Liz
Claiborne's existing 5% euro notes due 2013 and 6% convertible
notes due 2014 to '6' from '5'.  The '6' recovery rating indicates
S&P's expectation of negligible (0% to 10%) recovery in the event
of a payment default.  As a result of this recovery rating
revision, S&P has lowered the issue-level rating on the 6%
convertible notes to 'CCC' (two notches lower than the corporate
credit rating) from 'CCC+' and removed it from CreditWatch.  All
other ratings remain on CreditWatch with negative implications,
where they were placed on March 11, 2011, following the company's
tender offer announcement.


M & M DEVELOPMENT: Case Summary & 6 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: M & M Development, LLC
        1902 South MacDill Avenue
        Tampa, FL 33629

Bankruptcy Case No.: 11-06186

Chapter 11 Petition Date: March 31, 2011

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

Debtor's Counsel: Richard J. McIntyre, Esq.
                  MCINTYRE, PANZARELLA, THANASIDES & ELEFF
                  6943 East Fowler Avenue
                  Temple Terrace, FL 33617
                  Tel: (813) 899-6059
                  Fax: (813) 899-6069
                  E-mail: rich@mcintyrefirm.com

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

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

A list of the Company's six largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/flmb11-06186.pdf

The petition was signed by Annie C. Myara, managing member.


M3 ENERGY: Files for Chapter 11 in Kentucky
-------------------------------------------
M3 Energy Resources LLC filed for Chapter 11 protection (Bankr.
E.D. Ky. Case No. 11-60480) on March 31 in London, Kentucky.  M3,
based in San Diego, produces coal near Manchester, Kentucky. It
was formed in July through asset acquisitions from four sellers.

Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
M3 sought bankruptcy protection in the face of default on payments
due following acquisitions last year.  The Company had been sued
in state court for non-payment to a seller.  It filed for Chapter
11 given the inability to cover payment arrears that were due
March 31 under a court order.


M3 ENERGY: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: M3 Energy Resources, LLC
        10531 4S Commons Drive, Suite 473
        San Diego, CA 92127

Bankruptcy Case No.: 11-60480

Chapter 11 Petition Date: March 31, 2011

Court: United States Bankruptcy Court
       Eastern District of Kentucky (London)

Judge: Joseph M. Scott Jr.

Debtor's Counsel: W. Thomas Bunch, Sr., Esq.
                  Matthew B. Bunch, Esq.
                  BUNCH & BROCK, ATTORNEYS-AT-LAW
                  271 W Short Street #805
                  P.O. Box 2086
                  Lexington, KY 40588-2086
                  Tel: (859) 254-5522
                  E-mail: WTB@BunchLaw.com
                          matt@bunchlaw.com

Estimated Assets: Not Indicated

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

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

The petition was signed by Douglas A. McClain aka Doug McClain
Jr., president.


MALL OF SUGAR: Case Summary & 6 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Mall of Sugar Hill, Inc
          fka Mall of Sugar Hill, LLC
              Sugar Mall, LLC
        P.O. Box 2287
        Norcross, GA 30091

Bankruptcy Case No.: 11-59804

Chapter 11 Petition Date: April 1, 2011

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

Judge: Wendy L. Hagenau

Debtor's Counsel: Cameron M. McCord, Esq.
                  JONES & WALDEN, LLC
                  21 Eighth Street, NE
                  Atlanta, GA 30309
                  Tel: (404) 564-9300
                  Fax: (404) 564-9301
                  E-mail: cmccord@joneswalden.com

Scheduled Assets: $2,005,000

Scheduled Debts: $1,945,894

A list of the Company's six largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/ganb11-59804.pdf

The petition was signed by Sam Park, managing member.


MANDARIN LANDING: Case Summary & 6 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Mandarin Landing Animal Hospital, Inc.
        dba Mandarin Landing Animal Hospital and Pet Resort
        3003 Hartley Road
        Jacksonville, FL 32257

Bankruptcy Case No.: 11-02310

Chapter 11 Petition Date: March 31, 2011

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

Judge: Jerry A. Funk

Debtor's Counsel: Edward P. Jackson, Esq.
                  EDWARD P. JACKSON, P.A.
                  255 N. Liberty Street, First Floor
                  Jacksonville, FL 32202
                  Tel: (904) 358-1952
                  E-mail: edward@edwardpjackson.com

Scheduled Assets: $1,462,556

Scheduled Debts: $2,569,928

A list of the Company's six largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/flmb11-02310.pdf

The petition was signed by Dr. Ann M. Silverness, DVM, CCRT,
president.


MCDERMID INC: S&P Puts 'B-' Corp. Credit Rating on Watch Positive
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it placed all its ratings,
including its 'B-' corporate credit rating, on Denver-based
MacDermid Inc. on CreditWatch with positive implications.

"The CreditWatch listing reflects our expectation that a continued
gradual improvement in operating performance could sustain credit
metrics in line with a modestly higher rating," said Standard &
Poor's credit analyst Seamus Ryan.

"We expect that operating margins (before depreciation and
amortization) will remain near current levels, slightly above 20%,
supported by improving end market demand related to electronics
and automotives, an increased focus on strategic initiatives and
ongoing cost reductions, somewhat offset by increasing raw
material costs," S&P said.

MacDermid's credit metrics improved meaningfully in 2010, though
the company's financial profile remains highly leveraged.  As of
Dec. 31, 2010, the company's total adjusted debt to EBITDA was
about 5.9x and its funds from operations (FFO) to total adjusted
debt was about 8.4%.  In addition, the company has adequate
liquidity, including about $107 million of cash and equivalents
and full availability under the $50 million revolving credit
facility due 2013, with a modest $4 million of letters of credit
outstanding.

MacDermid has about $695 million in annual sales and benefits from
leading market positions in niche markets, some product diversity,
and good geographic diversification with approximately 65% of
sales generated outside the U.S.  However, a significant portion
of the company's products are sold into cyclical end-markets,
including electronics, automotive, oilfield, and other industrial
applications, which resulted in sharp volume reductions during the
recent recession.  This exposure to cyclical end markets
highlights significant vulnerability during periods of weak
economic conditions or industry-specific downturns, particularly
given MacDermid's highly leveraged financial profile.

"We could raise our ratings on MacDermid modestly if, upon further
review, we gain confidence that the company can sustain an FFO to
total adjusted debt ratio of about 10% over the intermediate term.
We expect to resolve the CreditWatch within the next quarter," S&P
noted.


MESA AIR: Final Fee Applications Filing Deadline Set at May 2
-------------------------------------------------------------
The Third Amended Joint Plan of Reorganization of Mesa Air Group,
Inc. and its affiliated debtors became effective on March 1,
2011.

Pursuant to the Plan, each professional seeking an award by the
U.S. Bankruptcy Court for the Southern District of New York of
Professional Fees must file their final applications for
allowance of compensation for services rendered and reimbursement
of expenses incurred through the Effective Date on or before the
60th day after the Effective Date, or May 2, 2011.

Professionals who fail to file their Final Fee Applications by
the Professional Fees Bar Date will be forever barred from an
award of Professional Fees against the Debtors and sharing in any
distribution under the Plan.

                            About Mesa Air

Mesa Air currently operates 76 aircraft with approximately 450
daily system departures to 94 cities, 38 states, the District of
Columbia, and Mexico.  Mesa operates as US Airways Express and
United Express under contractual agreements with US Airways and
United Airlines, respectively, and independently as go! Mokulele.
This operation links Honolulu to the neighbor island airports of
Hilo, Kahului, Kona and Lihue.  The Company was founded by Larry
and Janie Risley in New Mexico in 1982.

Mesa Air Group Inc. and its units filed their Chapter 11 petitions
Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing
assets of $976 million against debt totaling $869 million as of
Sept. 30, 2009.

Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as local counsel to the
Debtors.  Imperial Capital LLC is the investment banker.  Epiq
Bankruptcy Solutions is claims and notice agent.  Brett Miller,
Esq., Lorenzo Marinuzzi, Esq., and Todd Goren, Esq., at Morrison &
Foerster LLP, serve as counsel to the Official Committee of
Unsecured Creditors.

Judge Martin Glenn entered a final order confirming the Third
Amended Joint Plan of Reorganization of Mesa Air Group, Inc., and
its debtor affiliates on January 20, 2011.  Under the plan, the
reorganized company will issue new notes, common stock and
warrants to creditors.  Unsecured creditors that are U.S. citizens
will receive a combination of new notes and new common stock,
while unsecured creditors that are Non-U.S. citizens will receive
a combination of new notes and new warrants.  An agreement with US
Airways paved way for the filing of the plan.

Mesa Air's Plan of Reorganization became effective March 1, 2011.
The Company's restructuring accomplishments included elimination
of 100 excess aircraft and associated leases and debt which
contributed to the deleveraging of Mesa's balance sheet in the
approximate amount of $700 million in capitalized leases and
$50 million in debt, and extending the term of the code-share
agreement with US Airways through September 2015.

Bankruptcy Creditors' Service, Inc., publishes Mesa Air Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by Mesa Air Group Inc. and its units.
(http://bankrupt.com/newsstand/or 215/945-7000).


MESA AIR: Enters Deal With U.S. Bank on Aircraft Rejection Claims
-----------------------------------------------------------------
Pursuant to the Third Amended Joint Plan of Reorganization, the
Reorganized Mesa Air Group, Inc., and its affiliated Reorganized
Debtors and its affiliated Liquidating Debtors -- Post-Effective
Date Debtors -- entered into a post-Effective Date settlement
agreement with U.S. Bank National Association, in its capacity as
indenture trustee, and Wells Fargo Bank Northwest, N.A., in its
capacity as owner trustee, regarding claims arising from the
rejection of aircraft leases.

The Reorganized Debtors emerged from bankruptcy on March 1, 2011.

To recall, the Settlement Procedures Order permits the Post-
Effective Date Debtors to settle general unsecured claims equal
to or less than $250,000 and administrative, priority or secured
claims equal to or less than $150,000 without Court approval or
the consent of any other party-in-interest.  Settlements of
general unsecured claims over $250,000 and administrative,
priority or secured claims over $150,000 require the Post-
Effective Date Debtors to submit a proposed settlement for
approval to the Post-Effective Date Committee.

Before the Petition Date, Wells Fargo leased three de Havilland
DCH 8-202 aircraft to Mesa Airlines, Inc. pursuant to written
lease agreements.  Mesa Air Group guaranteed the Leases.  The
Aircraft were owned by trusts, of which Wells Fargo is trustee
and Wells Fargo Equipment Finance, Inc. is the beneficial owner.
Export Development Corporation, in its capacity as loan
participant, financed the purchase of the Aircraft by the Trusts,
and in turn, the Trusts granted security interests in each of the
Aircraft to U.S. Bank, as security trustee, for the benefit of
EDC.

The Debtors and EDC also entered into a Section 1110(b)
Stipulation to extend the 60-day period set forth in Section
1110(a)(2) of the Bankruptcy Code, which stipulation also
established terms for the Debtors' postpetition use, surrender,
and return of the Aircraft.

The Debtors' rejection of the Leases for the Aircraft bearing
federal Registration Nos. N444YV, N447YV, and N448YV became
effective on May 6, 7, and 10, 2010.  On September 29, 2010, the
Aircraft were sold to third parties and the sale proceeds were
paid to EDC to satisfy the loans EDC provided to the Trusts, with
the balance of the sale proceeds paid to the Trusts.  As a
result, EDC's loans to the Trusts have been paid in full and the
security interests in each of the Aircraft that the Trusts
granted to U.S. Bank, for the benefit of EDC, have been
terminated.

Several claims relating to damages arising from the rejection of
the Leases and for attorneys' fees and costs were filed against
Mesa Airlines and Mesa Air Group.

Creditor                Claim No.           Amount
--------                ---------           ------
U.S. Bank                   794             $5,768
                             800             $5,555
                             907             $5,768
                             910             $5,555
                             927             $5,555
                            1233         $4,591,228
                            1234         $4,591,228
                            1235         $4,626,206
                            1236         $4,626,206
                            1237         $4,618,226
                            1238         $4,618,226

Wells Fargo                1332        $13,655,661
                            1333        $13,655,661

                      Settlement Agreement

After good-faith and arms-length negotiations, the Post-Effective
Date Debtors, U.S. Bank, and Wells Fargo have reached a
settlement resolving the issues that are or may be raised with
respect to the amounts of the Claims.  The salient terms of the
Settlement Agreement include:

  (a) The methodology that will be used to calculate the
      prepetition general unsecured claims related to the
      rejection of the Leases will be the "Rejection Damage
      Claim Methodology" set forth in the Order Authorizing the
      Debtors to Approve Determination, Settlement, and
      Allowance of Certain Claims Arising from the Rejection of
      Aircraft Related Leases and Related Procedures --
      Rejection Claims Settlement Order.

      The Methodology provides that upon rejection, the
      prepetition general unsecured claim against Mesa Airlines,
      Inc. or Mesa Air Group, Inc., as applicable for the
      rejection of the aircraft counterparties, will be the sum
      of the following: (i)(A) the amount under the applicable
      aircraft-related agreement as the "Stipulated Loss Value"
      or the equivalent term as of the Petition Date, less
      (B) any postpetition payments made by the Debtors under
      the terms of the applicable Section 1110(b) Stipulation,
      plus (ii) any unpaid prepetition rent or installment
      payments, plus (iii) any swap breakage or hedging fees
      that are attributable to the affected aircraft that the
      Debtors are liable under any applicable agreements or
      otherwise, plus (iv) a fixed cost of $75,000 per aircraft
      -- except for the following aircraft transactions, in
      Which case the fixed amount is $60,000 per aircraft:
      N434YV, N436YV, N437YV, N449YV, N444YV, N447YV, N448YV,
      N445YV, N446YV, N454YV, N455YV, N456YV, N17156, N27172,
      N27173, N37178, N77181, and N27185 -- relating to
      technical inspection fees, legal fees, and other
      reimbursement and indemnification requirements under the
      applicable aircraft-related agreement.

      The Stipulated Loss Value is a liquidated damage formula
      that is often calculated by multiplying the purchase price
      of the aircraft by percentage of the purchase price that
      decreases as the lease or security agreement approaches
      its term.

  (b) For the purpose of the Rejection Damage Claim Methodology,
      the Stipulated Loss Value for the Aircraft are:
      $4,531,228.81 (N444YV); $4,558,226.42 (N447YV) and
      $4,566,206.73 (N448YV).

  (c) Using the Methodology and after crediting the net proceeds
      from the sale of the Aircraft, Claim No. 1332 will be
      $6,170,278, and Claim No. 1333 will be $6,170,278.

  (d) Pursuant to Section 502 and Bankruptcy Rule 9019, Claim
      No. 1332 will be deemed amended by the Settlement
      Agreement and reduced to $6,170,278, and Claim No. 1333
      will be deemed amended by the Settlement Agreement and
      reduced to $6,170,278.

      Claim No. 1332 will be an Allowed Class 3(e) General
      Unsecured Claim against Mesa Airlines.  Claim No. 1333
      will be an Allowed Class 3(a) General Unsecured Claim
      against Mesa Air Group.  With the consent of the Post-
      Effective Date Committee, Claim Nos. 1332 and 1333 will
      not be subject to any further objection by any party-in-
      interest.

  (e) U.S. Bank consents to the expungement and disallowance of
      Claim Nos. 794, 800, 907, 910, 927, 1233, 1234, 1235,
      1236, 1237, and 1238.

  (f) Each party will be responsible for the costs and expenses
      it incurred  in negotiating, drafting, and executing the
      Settlement Agreement.

  (g) The allowance of Claim Nos. 1332 and 1333 is in full and
      final satisfaction of all claims of U.S. Bank and Wells
      Fargo related to the Aircraft.  Effective upon execution
      of the Settlement Agreement, Wells Fargo and U.S. Bank
      release all claims against the Debtors that are in any way
      related to the Aircraft, the Leases, the guarantees of the
      Leases and the Section 1110(b) Stipulation.

The components of Claim Nos. 1332 and 1333 are set forth on the
schedules available for free at:

http://bankrupt.com/misc/Mesa_PostEffDAgrRejClms031511.pdf

                            About Mesa Air

Mesa Air currently operates 76 aircraft with approximately 450
daily system departures to 94 cities, 38 states, the District of
Columbia, and Mexico.  Mesa operates as US Airways Express and
United Express under contractual agreements with US Airways and
United Airlines, respectively, and independently as go! Mokulele.
This operation links Honolulu to the neighbor island airports of
Hilo, Kahului, Kona and Lihue.  The Company was founded by Larry
and Janie Risley in New Mexico in 1982.

Mesa Air Group Inc. and its units filed their Chapter 11 petitions
Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing
assets of $976 million against debt totaling $869 million as of
Sept. 30, 2009.

Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as local counsel to the
Debtors.  Imperial Capital LLC is the investment banker.  Epiq
Bankruptcy Solutions is claims and notice agent.  Brett Miller,
Esq., Lorenzo Marinuzzi, Esq., and Todd Goren, Esq., at Morrison &
Foerster LLP, serve as counsel to the Official Committee of
Unsecured Creditors.

Judge Martin Glenn entered a final order confirming the Third
Amended Joint Plan of Reorganization of Mesa Air Group, Inc., and
its debtor affiliates on January 20, 2011.  Under the plan, the
reorganized company will issue new notes, common stock and
warrants to creditors.  Unsecured creditors that are U.S. citizens
will receive a combination of new notes and new common stock,
while unsecured creditors that are Non-U.S. citizens will receive
a combination of new notes and new warrants.  An agreement with US
Airways paved way for the filing of the plan.

Mesa Air's Plan of Reorganization became effective March 1, 2011.
The Company's restructuring accomplishments included elimination
of 100 excess aircraft and associated leases and debt which
contributed to the deleveraging of Mesa's balance sheet in the
approximate amount of $700 million in capitalized leases and
$50 million in debt, and extending the term of the code-share
agreement with US Airways through September 2015.

Bankruptcy Creditors' Service, Inc., publishes Mesa Air Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by Mesa Air Group Inc. and its units.
(http://bankrupt.com/newsstand/or 215/945-7000).


MESA AIR: Resolves Bombardier Administrative Claims
---------------------------------------------------
Mesa Air Group and its affiliates ask the Bankruptcy Court to
approve a settlement agreement with (i) Bombardier Services
Corporation and (ii) Bombardier Capital Inc. to resolve issues
that are or may be raised with respect to the amounts of certain
administrative claims asserted by Bombardier.

Before the Petition Date, Mesa Airlines, Inc., leased from
various owner trustees two Canadian Regional Jet CL-600-2B19 in
which BCI was the Loan Participant and Controlling Party that
financed the owner trustees' purchase of the CRJ 200 aircraft.
Mesa Airlines also leased from BSC two CRJ 200 aircraft.  Mesa
Air Group, Inc. guaranteed Mesa Airlines' obligations under the
BCI Leases and the BSC Leases.

On March 4, 2010, the Debtors filed a notice electing to perform
their obligations under one of the BCI Leases.

On March 9, 2010, the parties entered into a stipulation pursuant
to Section 1110(b) of the Bankruptcy Code to extend the 60-day
period set for in Section 1110(a)(2) of the Bankruptcy Code and
to establish the terms and conditions for the Debtors'
postpetition use, surrender and return of the CRJ 200 aircraft
leased by Bombardier upon the Debtors' rejection of the BSC
Leases.  The Debtors subsequently rejected the BCI Leases and the
BSC Leases pursuant to the Court's February 23, 2010 rejection
Procedures Order.

The Court's March 26, 2010 Bar Date Order established May 21,
2010 as the deadline to file proofs of claim by all creditors
other than governmental units against the Debtors.

Bombardier filed certain claims asserting administrative claims
against Mesa Airlines on account of purported breaches of the
Section 1110 Agreement in connection with the rejection of the
BCI Leases and BSC Leases.

              Claim No.               Amount
              ---------               ------
                 1428               $750,000
                 1446             $1,443,797
                 1453             $1,648,554

The salient terms of the settlement agreement include:

  (a) The liquidated amount of the Asserted Administrative
      Claims will be reduced to and allowed in the aggregate
      amount of $321,000.  The Allowed Administrative Claim will
      not be subject to any further objection by any party-in-
      interest.  Mesa Airlines will pay the Allowed
      Administrative Claim to Bombardier by wire transfer in
      immediately available funds.

  (b) Upon the Court's approval of the settlement agreement, the
      Debtors' claims agent is directed to modify Claim No. 1453
      and to expunge Claim Nos. 1428 and 1446, and any other
      administrative expense claims filed by Bombardier related
      to the Aircraft Leases that have not otherwise been
      allowed pursuant to separate order of the Court.

  (c) Each party will be responsible for costs and expenses it
      incurred in negotiating, drafting, and executing the
      settlement agreement.

The settlement agreement will not have any effect upon the
allowance of the BSC/BCI General Unsecured Claims pursuant to the
BSC/BCI General Unsecured Claims Allowance Order.

The general unsecured claims of Bombardier arising from the
rejection of the BSC Leases and the BCI Leases, in addition to
the resolution of other general unsecured claims, were resolved
and allowed pursuant to the Order Authorizing Debtors to (I)
Assume Master Purchase Agreement, as Amended, with Bombardier,
Inc., (II) Settle Certain Claims Between the Debtors and
Bombardier Inc. Arising Under the Master Purchase Agreement, and
(III) Settle Certain Claims Asserted Against the Debtors by
Bombardier Capital Inc. and Bombardier Service Corporation.

                            About Mesa Air

Mesa Air currently operates 76 aircraft with approximately 450
daily system departures to 94 cities, 38 states, the District of
Columbia, and Mexico.  Mesa operates as US Airways Express and
United Express under contractual agreements with US Airways and
United Airlines, respectively, and independently as go! Mokulele.
This operation links Honolulu to the neighbor island airports of
Hilo, Kahului, Kona and Lihue.  The Company was founded by Larry
and Janie Risley in New Mexico in 1982.

Mesa Air Group Inc. and its units filed their Chapter 11 petitions
Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing
assets of $976 million against debt totaling $869 million as of
Sept. 30, 2009.

Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as local counsel to the
Debtors.  Imperial Capital LLC is the investment banker.  Epiq
Bankruptcy Solutions is claims and notice agent.  Brett Miller,
Esq., Lorenzo Marinuzzi, Esq., and Todd Goren, Esq., at Morrison &
Foerster LLP, serve as counsel to the Official Committee of
Unsecured Creditors.

Judge Martin Glenn entered a final order confirming the Third
Amended Joint Plan of Reorganization of Mesa Air Group, Inc., and
its debtor affiliates on January 20, 2011.  Under the plan, the
reorganized company will issue new notes, common stock and
warrants to creditors.  Unsecured creditors that are U.S. citizens
will receive a combination of new notes and new common stock,
while unsecured creditors that are Non-U.S. citizens will receive
a combination of new notes and new warrants.  An agreement with US
Airways paved way for the filing of the plan.

Mesa Air's Plan of Reorganization became effective March 1, 2011.
The Company's restructuring accomplishments included elimination
of 100 excess aircraft and associated leases and debt which
contributed to the deleveraging of Mesa's balance sheet in the
approximate amount of $700 million in capitalized leases and
$50 million in debt, and extending the term of the code-share
agreement with US Airways through September 2015.

Bankruptcy Creditors' Service, Inc., publishes Mesa Air Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by Mesa Air Group Inc. and its units.
(http://bankrupt.com/newsstand/or 215/945-7000).


MMFX CANADIAN: U.S. Trustee Forms Creditors Committee
-----------------------------------------------------
Peter C. Anderson, the U.S. Trustee for Region 16, filed a list of
members of the Official Committee of Unsecured Creditors of MMFX
Canadian Holdings Inc. and its debtor-affiliates.

The members of the Committee are:

   a) Fourth Third, LLC
      Winston & Strawn, LLP
      ATTN: John D. Fredericks
      101 California St., 39th Fl.
      San Francisco, CA 94111
      Tel: (415) 591-1422
      Fax: (415) 591-1400

   b) Investment Funding, Inc.
      ATTN: Donald A. English, Ssq.
      English & Gloven, a Professional Corp.
      550 West "c" St., #1800
      San Diego, CA 92101
      Tel: (619) 338-6610
      Fax: (619) 338-6657

   c) Henry B. Woo & Bessie K. Woo Foundation
      ATTN: Karen W. Chin
      165 Derby Lane
      Moraga, CA 94556
      Tel: (925) 376-1009

   d) Michael Lassiter
      on behalf of Michael & Marcia Lassiter
      36 Ashford Pl.
      Moraga, CA 94556
      Tel: (925) 631-0571

   e) Lex A. Corrales
      5057 Gadwall Circle
      Stockton, CA 95207
      Tel: (209) 631-2023

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtor's
expense.  They may investigate the Debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

                            About MMFX

Irvine, California-based MMFX International Holdings, Inc., and
MMFX Canadian Holdings, Inc., filed for Chapter 11 (Bankr. C.D.
Calif. Case Nos. 10-10085 and 10-10083) on Jan. 5, 2010.  Margaret
M. Mann, Esq., at Sheppard Mullin Richter & Hampton LLP assists
the Debtors in their restructuring efforts.  In their petition,
the Debtors listed assets and debts both ranging from $50,000,001
to $100,000,000.


MMFX CANADIAN: Wants More Time on Lease-Related Decisions
---------------------------------------------------------
MMFX Canadian Holdings Inc. and its debtor-affiliates ask the Hon.
Robert Kwan of the U.S. Bankruptcy Court for the Central District
of California to extend the time to assume or reject non-
residential real property leases through and including July 12,
2011.

A hearing is set for April 12, 2011, at 2:30 p.m., to consider the
Debtors' request.

The Debtors are tenants under five nonresidential real property
leases:

   1) The Irvine Lease.  CVK Partners, LP, a California limited
      partnership, as landlord, and Technologies, as tenant,
      entered into a lease dated May 20, 2005, for nonresidential
      real property located at 2415 Campus Drive, Suite 100,
      Irvine, California.  This location serves as the company's
      headquarters.  The Irvine Lease is currently under an
      extended term through July 31, 2011.  The current monthly
      rent is approximately $13,770, plus a percentage of the
      operating expenses for the premises.  Technologies is
      current on its post-petition rent under the Irvine Lease.

   2) The Riverside Lease.  Olive Avenue Partners, as landlord,
      and Technologies, as tenant, entered into a lease dated June
      15, 2007, for nonresidential real property located at 12790
      Holly Avenue, Riverside, California.  In November 2010, the
      term of the Riverside Lease was extended to November 30,
      2011.  The current monthly rent under the Riverside Lease is
      $12,000, plus $1,794 in expenses, and is up to date post-
      petition.

   3) The Anaheim Lease.  Fasteel, as tenant, is a party to month-
      to-month lease with L&W Properties, as landlord, of
      nonresidential real property located at 1834 S. Lewis
      Street, Anaheim, California.  This location serves as the
      facility where the company conducts its testing and R&D
      activities.  The monthly rent under the Anaheim Lease is
      $2,809 and is up to date post-petition.

   4) The Jacksonville Lease.  Michael J. Zambetti, trustee of
      Land Trust Agreement dated September 1, 1973, as landlord,
      and Steel Corp., as tenant, entered into a lease dated May
      1, 2007, for nonresidential real property located at 8750
      Phillips Highway, Jacksonville, Florida.  The term of the
      Jacksonville Lease is five years ending on April 30, 2012,
      with an option to renew for an additional five-year term.
      The current monthly rent under the Jacksonville Lease is
      approximately $21,476, plus taxes and operating expenses as
      specified in the Jacksonville Lease.  Steel Corp. is current
      on its post-petition monthly rent under the Jacksonville
      Lease.

   5) The Portland Lease.  American Industries, Inc., an Oregon
      corporation, as landlord, and Steel Corp., as tenant,
      entered into a lease dated November 1, 2010, for
      nonresidential real property located at 4033 NW Yeon Avenue
      and 3610 & 3620 NW St. Helens Rd, Portland, Oregon, which
      consists of a warehouse, an office, and an exterior yard.
      The term of the Portland Lease is two years ending on
      October 31, 2012, with an option to renew for an additional
      three-year term.  The current monthly rent under the
      Portland Lease is approximately $16,721, plus taxes and
      operating expenses as specified in the Portland Lease.
      Steel Corp. is current on its post-petition monthly rent.

According to the Debtors, the leases are necessary and essential
for the Debtors' continued business and operations.  If the leases
are deemed rejected, the Debtors will encounter difficulty and
disruption in running their businesses at a crucial time in these
cases.  In addition, it is still unclear whether any plan proposed
by the Debtors will call for the assumption of all or some of the
leases.

The Debtors say they have commenced a process to identify
potential investors, licensees or buyers in connection with a
potential transaction that would serve as the basis for a chapter
11 plan.

                            About MMFX

Irvine, California-based MMFX International Holdings, Inc., and
MMFX Canadian Holdings, Inc., filed for Chapter 11 on January 5,
2010 (Bankr. C.D. Calif. Case Nos. 10-10085 and 10-10083).
Margaret M. Mann, Esq., at Sheppard Mullin Richter & Hampton LLP
assists the Debtors in their restructuring efforts.  In their
petitions, the Debtors each estimated assets and debts both
ranging from $50,000,001 to $100,000,000.


MPG OFFICE: Disposes Non-Core Asset, Starts Talk on Other Assets
----------------------------------------------------------------
MPG Office Trust, Inc., stated Friday that it is continuing to
implement its strategic plan to own and manage a core set of
assets, reduce and modify the Company's obligations, and enhance
long-term value for stockholders.

On March 31, following notices from the Company, the mortgage
loans on U.S. Bank Tower and Wells Fargo Tower were placed into
special servicing.  This step permits the Company to engage in
discussions with the respective special servicers regarding these
mortgages. The Company also delivered a notice of imminent default
to the master servicer for the mortgage loan on Gas Company Tower
requesting it be placed in special servicing.  The mortgage loans
secured by these assets are not in default.

On April 1, the Company completed the disposition of 701 N. Brand
in Glendale, California to the project's lender and largest
tenant, California Credit Union.  As part of the disposition,
California Credit Union provided the Company with a cash payment
and retained the Company as property manager for the asset for a
period of up to 18 months.  The disposition of this non-core asset
eliminated the $33.8 million of debt secured by the property.

The Company remains optimistic about the prospects for Downtown
Los Angeles as a whole and for its core portfolio.

                      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 reported a net loss of $197.94 million on
$406.89 million of total revenue for the year ended Dec. 31 2010,
compared with a net loss of $869.72 million on $423.84 million of
total revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $2.77 billion
in total assets, $3.81 billion in total liabilities and $1.04
billion in total deficit.

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.


MPM TECHNOLOGIES: Delays Filing of 2010 Annual Report
-----------------------------------------------------
MPM Technologies, Inc., notified the U.S. Securities and Exchange
Commission that it will be late in filing its annual report on
Form 10-K for the period ending Dec. 31, 2010.  The Company said
additional time is needed to prepare financial statement from the
Company's accounting data.

                      About MPM Technologies

Headquartered in Parsippany, N.J., MPM Technologies Inc.
(OTC BB: MPML) -- http://www.mpmtech.com/-- operates through its
three wholly owned subsidiaries: AirPol Inc., NuPower Inc. and MPM
Mining Inc.  During the year ended Dec. 31, 2007, AirPol was the
only revenue generating entity.  AirPol operates in the air
pollution control industry.  It sells air pollution control
systems to companies in the United States and worldwide.

The company through its wholly owned subsidiary NuPower is engaged
in the development and commercialization of a waste-to-energy
process known as Skygas.  These efforts are through NuPower's
participation in NuPower Partnership, in which MPM has a 58.21%
partnership interest.  NuPower Partnership owns 85% of the Skygas
Venture.  In addition to its partnership interest through NuPower
Inc., MPM also owns 15% of the Venture.

The Company's balance sheet at Sept. 30, 2010, showed
$1.17 million in total assets, $15.32 million in total
liabilities, all current, and a stockholders' deficit of
$14.15 million.

The Company recorded a net loss of $1,563,759 for 2009 from a net
loss of $1,717,511 for 2008.


MR. T CARTING: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Mr. T Carting Corp.
        73-10 Edsall Avenue
        Glendale, NY 11385-8220

Bankruptcy Case No.: 11-42725

Chapter 11 Petition Date: March 31, 2011

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

Judge: Jerome Feller

Debtor's Counsel: Chad B. Friedman, Esq.
                  RAVIN GREENBERG LLC
                  101 Eisenhower Parkway
                  Roseland, NJ 07068
                  Tel: (973) 226-1500
                  Fax: (973) 226-6888
                  E-mail: cfriedman@ravingreenberg.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/nyeb11-42725.pdf

The petition was signed by Thomas N. Toscano, chief financial
officer.


MSR RESORT: PGA West Club Members Assert $196 Million Claim
-----------------------------------------------------------
Katy Stech, writing for Dow Jones' Daily Bankruptcy Review,
reports that members of the exclusive Club at PGA West are asking
for assurances that the club's owner will continue to keep to the
facilities "at the level expected of this world-class property."
The 1,500-member group said in court documents filed Wednesday
that many PGA West members own homes located at La Quinta Resort &
Club, "the value of which is in large part dependent upon the
ongoing operations, upkeep and prestige of the [companies']
facilities."

Ms. Stech reports the group said it has unsecured claims against
the Debtors worth about $196 million, stemming from membership
deposit liabilities.

                         About MSR Resort

MSR Hotels & Resorts, formerly known as CNL Hotels & Resorts Inc.,
owns a portfolio of eight luxury hotels with over 5,500 guest
rooms, including the Arizona Biltmore Resort & Spa in Phoenix, the
Ritz-Carlton in Orlando, Fla., and Hawaii's Grand Wailea Resort
Hotel & Spa in Maui.

On Jan. 28, 2011, CNL-AB LLC acquired the equity interests in the
portfolio through a foreclosure proceeding.  CNL-AB LLC is a joint
venture consisting of affiliates of Paulson & Co. Inc.  A joint
venture affiliated Morgan Stanley's CNL Hotels & Resorts owned the
resorts before the foreclosure.

Following the acquisition, five of the resorts with mortgage debt
scheduled to mature Feb. 1, 2011, were sent to Chapter 11 by the
Paulson and Winthrop joint venture affiliates.  MSR Resort Golf
Course LLC and its affiliates filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 11-10372) in Manhattan on Feb. 1.
The resorts subject to the filings are Grand Wailea Resort and
Spa, Arizona Biltmore Resort and Spa, La Quinta Resort and Club
and PGA West, Doral Golf Resort and Spa, and Claremont Resort and
Spa.

James H.M. Sprayregen, P.C., Esq., Paul M. Basta, Esq., Edward O.
Sassower, Esq., and Chad J. Husnick, Esq., at Kirkland & Ellis,
LLP, serve as the Debtors' bankruptcy counsel.  Houlihan Lokey
Capital, Inc., is the Debtors' financial advisor.  Kurtzman Carson
Consultants LLC is the Debtors' claims agent.

The five resorts had $2.2 billion in assets and $1.9 billion in
debt as of Nov. 30, 2010, according to court filings.  In its
schedules, debtor MSR Resort listed $59,399,666 in total assets
and $1,013,213,968 in total liabilities.


NATIONAL CENTURY: Trusts Want Extension Until April 2013
--------------------------------------------------------
The Unencumbered Assets Trust, the VI/XII Collateral Trust and the
CSFB Claims Trust, as successors-in-interest to and transferees of
certain assets of National Century Financial Enterprises, Inc.,
and its Debtor affiliates, jointly ask the U.S. District Court for
the Southern District of Ohio to extend the duration of the
Trusts.

Matthew A. Kairis, Esq., at Jones Day, in Columbus, Ohio --
makairis@jonesday.com -- relates that under the Debtors' Confirmed
Fourth Amended Joint Plan of Liquidation, the Trusts will
terminate their existence upon the occurrence of the earlier of
(i) the liquidation, administration and distribution of trust
assets in accordance with the Plan and the full performance of all
other duties and functions set forth in the Plan and the trust
agreements, or (ii) the fifth anniversary of the date of the
formation of the Trusts, subject to one or more finite extensions
approved by the Court.

Under the provisions of the Plan, the original duration of all
three Trusts was until April 30, 2009, which was the five-year
anniversary of the Effective Date of the Plan and the date of
formation of all three Trusts, Mr. Kairis says.

To fully administer their assets, the fiduciaries of all three
Trusts asked the Court in March 2009 to extend the duration of the
Trusts.  The Court subsequently extended the Trusts' duration
until the earlier of (i) the liquidation, administration and
distribution of its assets and full performance of its other
duties, or (b) April 30, 2011.

By this Motion, the Trusts ask the Court to extend the duration of
each Trust until the earlier of:

  (a) the liquidation, administration and distribution of its
      assets and full performance of all other duties set forth
      in the Plan and the applicable trust agreement
      establishing the Trust; or

  (b) April 30, 2013, without prejudice to the Trusts' rights to
      request further extensions of their duration.

In the nearly two years since the First Extension Order was
entered, the Trusts have continued to seek diligently to monetize
their assets for the benefit of their beneficiaries.  The Trusts'
primary activities have included:

  -- Completion of most of the remaining activity involved in
     pursuing and liquidating claims against the Debtors'
     various provider clients;

  -- Continued prosecution of major claims against certain of
     the Debtors' former financial institutions, professionals,
     officers and directors and other parties involved in the
     Debtors' collapse, and settlement of certain of those
     claims for favorable amounts;

  -- Continued pursuit of the Debtors' interests in ongoing
     litigation with Amedisys, Inc., and its affiliates related
     to the entitlement to more than $7.3 million in funds held
     by the Debtors on the Petition Date; and

  -- Assertion of the Debtors' interests in their directors' and
     Officers' liability policies in ongoing litigation
     concerning the validity and appropriate distribution of the
     proceeds of these policies.

Through these activities, the Trusts, in the performance of their
prescribed duties and functions, have completed the liquidation,
administration and distribution of most of the remaining portion,
but not all, of the assets contributed to them under the Plan, Mr.
Kairis explains.  He points out that despite the progress made
since the entry of the First Extension Order, the Trusts have
several remaining assets to be liquidated and certain related
duties and functions that remain to be completed, including:

  -- receipt of possible settlement payments from the bankruptcy
     cases of the Debtors' former provider clients that are
     continuing to liquidate their assets;

  -- continuation of the litigation with Amedisys, Inc., and its
     affiliates regarding the entitlement to approximately $7.3
     million in funds that were in the Debtors' bank accounts on
     the Petition Date;

  -- continuation of the adversary proceeding in which the
     VI/XII Collateral Trust is attempting to recover all
     distributions received by Credit Suisse First Boston from
     the Trust;

  -- continuation of the multidistrict litigation proceeding;

  -- continuation of the litigation regarding the entitlement to
     the proceeds of the Debtors' $5 million excess directors
     and officers insurance policy;

  -- receipt by the UAT of the $3.7 million allowed claim
     against the bankruptcy estate of Mitchell Stein in respect
     of a preference judgment previously obtained against Mr.
     Stein and certain related entities; and

  -- receipt by the UAT of a stipulated claim for $2.5 million
     against a medical services provider, which was paid down
     over the past year to $1.8 million, and which the UAT is
     continuing to collect over a period of time that will
     likely extend beyond April 30, 2011.

Mr. Kairis adds that the CSFB Claims Trust has entered into and
consummated a settlement of the avoidance causes of action
contributed to it.  The CSFB Claims Trust, however, cannot
complete its distributions until the litigation with Credit Suisse
and its affiliates has been completed or otherwise resolved.  The
resolution of that litigation will impact the allocation of cash
distributions among the beneficial interest holders of the CSFB
Claims Trust, he says.

Extending the duration of the Trusts will allow them to continue
the orderly liquidation of their assets and maximize recoveries
for the Trusts' beneficiaries, Mr. Kairis points out.

Objections to the request are due March 25, 2011.  Mr. Kairis
asserts that objections must be filed by the deadline or the Court
may decide on the request and may enter an order granting the
relief sought without further hearing or notice.

                      About National Century

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- was the largest
issuer of medical accounts receivable asset backed securities in
the United States before it collapsed in bankruptcy in November
2002 amid allegations of widespread fraud and misappropriation of
assets.  To date, 10 senior executives of the company have been
convicted or pled guilty to federal charges of conspiracy,
securities fraud, wire fraud, and money laundering arising out of
the NCFE securitization program.

NCFE -- through the CSFB Claims Trust, the Litigation Trust, the
VI/XII Collateral Trust, and the Unencumbered Assets Trust -- is
in the midst of liquidating estate assets.  The Company filed for
Chapter 11 protection on November 18, 2002 (Bankr. S.D. Ohio Case
No. 02-65235).  The Court confirmed the Debtors' Fourth Amended
Plan of Liquidation on April 16, 2004.  Paul E. Harner, Esq., at
Jones Day, represented the Debtors.

Bankruptcy Creditors' Service, Inc., publishes NATIONAL CENTURY
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by National Century Financial Enterprises Inc. and its
units.  (http://bankrupt.com/newsstand/or 215/945-7000)


NATIONAL CENTURY: Trial on Damages in Hampton-Stein Suit in July
----------------------------------------------------------------
At the behest of Plaintiffs Jones Day and Matthew A. Kairis, Judge
John E. Hoffman, Jr. of the U.S. Bankruptcy Court for the Southern
District of Ohio held a status conference on March 16, 2011, to
discuss the status and scheduling of the adversary proceeding.

At the hearing, Jones Day reported that mediation did not go
forward as anticipated due to withdrawal of Defendant Tracey
Hampton-Stein's counsel, and no notice of appearance by substitute
counsel has been filed.

Judge Hoffman set the trial on the damages portion of the
injunction violation claim in the adversary proceeding for
July 18, 2011.

In another filing, the Plaintiffs tell Judge Hoffman that the
Defendant's former counsel informed them that the last known
address he has for the Defendant is:

    Tracey Hampton-Stein
    24600 John Colter Road
    Hidden Hills, CA 91302

The Plaintiffs say they will serve all filings and other papers
upon the Defendant at this address and the address the Defendant
previously provided to the Court.

                 Amended Suit vs. UAT, Firms

As reported in the Troubled Company Reporter in October 2009,
Tracey Hampton-Stein filed an amended complaint in her adversary
proceeding against the Unencumbered Assets Trust and Erwin I. Katz
Ltd., among other parties.

In the Amended Complaint, defendants UAT, Katz Ltd. and Mr. Katz,
as well as certain unnamed parties, are dropped, while five more
defendants are added:

  * Alvarez & Marsal;
  * Kozyak Tropin & Throckmorton, P.A.;
  * Dewey & Leboeuf, LLP;
  * Charles Throckmorton; and
  * Lisa Hill Fenning.

"On its face, it appears that this fraud of Jones Day and Alvarez
is a fraud that was inherited by the UAT and Mr. Katz, as well as
the Ohio Bankruptcy Court," Jacob Arthur Armpriester, Jr., Esq.,
at Armpriester Law Offices, in Dearfield Beach, Florida, asserts.
"The fraud has only now come to light because of breaches of the
2002 Settlement Agreement and Kairis' scheme that contends that
said Agreement was rejected in 2004," he notes.  He adds that if
evidence obtained through discovery provides to the contrary,
leave of Court will be sought to amend the Adversary Proceeding to
add Mr. Katz and any other party determined to have knowledge of
the complained of actions.

The Plaintiffs, therefore, demand trial by jury on all matters and
judgment:

  -- on malicious prosecution, for damages against Jones Day,
     Alvarez and Matthew Kairis in the principal amount of
     $5,000,000 plus interest and costs;

  -- on breach of contract, for damages against Alvarez, Kairis
     and Jones Day in the principal amount of $100,000,000 plus
     interest and costs;

  -- on invasion of privacy, for damages against Kairis and
     Jones Day in the principal amount of $1,000,000 plus
     interest and costs;

  -- on intentional infliction of emotional distress, for
     damages against all Defendants in the principal amount of
     $1,000,000 plus interest and costs;

  -- on slander of title, for damages against all Defendants in
     the principal amount to be proven at trial, plus interest,
     costs and attorney fees consistent with Glusman v
     Lieberman, 285 So.2d 29, 31 (Fla. 4th DCA 1973);

  -- on tortious interference with business relationship, for
     damages against all Defendants in the principal amount of
     $2,000,000 plus interest and costs;

  -- on extrinsic fraud, for damages against all Defendants in
     the principal amount to be proven at trial, plus interest
     and costs;

  -- on violation of Florida Deceptive and Unfair Trade
     Practices Act, for damages against all Defendants in an
     amount to be proven at trial plus interest and costs; and

  -- on all counts, for other damages as may be available to the
     Plaintiffs as deemed and allowed by law, including
     reasonable attorney's fees.

                      About National Century

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- was the largest
issuer of medical accounts receivable asset backed securities in
the United States before it collapsed in bankruptcy in November
2002 amid allegations of widespread fraud and misappropriation of
assets.  To date, 10 senior executives of the company have been
convicted or pled guilty to federal charges of conspiracy,
securities fraud, wire fraud, and money laundering arising out of
the NCFE securitization program.

NCFE -- through the CSFB Claims Trust, the Litigation Trust, the
VI/XII Collateral Trust, and the Unencumbered Assets Trust -- is
in the midst of liquidating estate assets.  The Company filed for
Chapter 11 protection on November 18, 2002 (Bankr. S.D. Ohio Case
No. 02-65235).  The Court confirmed the Debtors' Fourth Amended
Plan of Liquidation on April 16, 2004.  Paul E. Harner, Esq., at
Jones Day, represented the Debtors.

Bankruptcy Creditors' Service, Inc., publishes NATIONAL CENTURY
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by National Century Financial Enterprises Inc. and its
units.  (http://bankrupt.com/newsstand/or 215/945-7000)


NATIONAL CENTURY: Parrett's Son Discovered Mom's Status Thru Aunt
-----------------------------------------------------------------
Rob Parrett, the son of the Rebecca Parrett, said he tipped off
authorities that his aunt, Linda Case, knew about his mother's
whereabouts, The Associated Press reports.

Ms. Parrett, a former executive of National Century Financial
Enterprises, Inc., was captured in October 2010 in Mexico after
more than two years on the run.  Her elder sister, Ms. Case, was
sentenced to eight months of house arrest with an ankle monitoring
device, after serving jail time since her February 2010 arrest.
Ms. Case was arrested for lying and making false statements in
connection with her e-mails to Ms. Parrett.

Mr. Parrett told The Columbus Dispatch that he worried his mother
died after she disappeared in March 2008.  "Every night, I'd wake
up crying and in a sweat, thinking my mom was in a hole in the
desert," he is quoted by AP as saying.

According to Mr. Parrett, he learned that his mother was alive
after Ms. Case whispered to him: "Bobby, I need you to know that
your mom is OK.  I've talked to her, and I'm going to be seeing
her soon."

After his aunt's revelation, Mr. Parrett called Deputy U.S.
Marshal Drew Chadwick, The Columbus Dispatch reports.  He told the
newspaper that he was happy, shocked and angry, and had been
financially and emotionally drained by his mother's absence.  He
had been questioned repeatedly by investigators, who suspected
that he knew where his mother was, the report added.

"If I would have held back that information, I would have been
arrested as well, and there was no way I was not going to tell
them after what I had already gone through," Mr. Parrett is quoted
by the Columbus Dispatch as saying.  "I wanted her found one way
or the other at any cost," he continued.

Ms. Parrett's husband, Gary Green, was arrested in California and
charged with lying to government investigators about his contacts
with her, the Columbus Dispatch reports.

According to Kathy Lynn Gray of the Columbus Dispatch, Mr. Green
supplied Ms. Parrett, while she was on the lam, with large amounts
of cash and clothing and then denied to authorities he had any
contact with her.  An affidavit with the complaint against Mr.
Green reveals that he provided a source with clothing and $10,000
for her in December 2008, and then provided a similar cash drop
for her in 2008 or 2009.

                      About National Century

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- was the largest
issuer of medical accounts receivable asset backed securities in
the United States before it collapsed in bankruptcy in November
2002 amid allegations of widespread fraud and misappropriation of
assets.  To date, 10 senior executives of the company have been
convicted or pled guilty to federal charges of conspiracy,
securities fraud, wire fraud, and money laundering arising out of
the NCFE securitization program.

NCFE -- through the CSFB Claims Trust, the Litigation Trust, the
VI/XII Collateral Trust, and the Unencumbered Assets Trust -- is
in the midst of liquidating estate assets.  The Company filed for
Chapter 11 protection on November 18, 2002 (Bankr. S.D. Ohio Case
No. 02-65235).  The Court confirmed the Debtors' Fourth Amended
Plan of Liquidation on April 16, 2004.  Paul E. Harner, Esq., at
Jones Day, represented the Debtors.

Bankruptcy Creditors' Service, Inc., publishes NATIONAL CENTURY
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by National Century Financial Enterprises Inc. and its
units.  (http://bankrupt.com/newsstand/or 215/945-7000)


NEPHROS INC: Posts $1.9 Million Net Loss in 2010
------------------------------------------------
Nephros, Inc., filed on March 29, 2011, its annual report on Form
10-K for the fiscal year ended Dec. 31, 2010.

Rothstein, Kass & Company, P.C., in Roseland, N.J., expressed
substantial doubt about Nephros, Inc.'s ability to continue as a
going concern.  The independent auditors noted that the Company
has incurred negative cash flow from operations and net losses
since inception.

This explanatory paragraph expressing substantial doubt about the
Company's ability to continue as a going concern is a recurring
one.

The Company reported a net loss of $1.9 million on $2.9 million of
product revenue for 2010, compared with a net loss of $2.0 million
on $2.7 million of product revenue for 2009.

At Dec. 31, 2010, the Company's balance sheet showed $1.6 million
in total assets, $1.5 million in total liabilities, and
stockholders' equity of $135,000.

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

                       http://is.gd/kvFVrm

Headquartered in River Edge, N.J., Nephros, Inc. (OTC: NEPH)
-- http://www.nephros.com/-- is a medical device company
developing and marketing filtration products for therapeutic
applications, infection control, and water purification.


NEWCARDIO INC: RBSM LLP Raises Going Concern Doubt
--------------------------------------------------
NewCardio, Inc., filed on March 29, 2011, its annual report on
Form 10-K for the fiscal year ended Dec. 31, 2010.

RBSM LLP, in New York, expressed substantial doubt about
NewCardio's ability to continue as a going concern.  The
independent auditors noted that the Company has incurred
significant losses.

The Company reported a net loss of $11.5 million on $257,399 of
revenue for 2010, compared with a net loss of $9.6 million on no
revenue for 2009.

At Dec. 31, 2010, the Company's balance sheet showed $2.8 million
in total assets, $6.0 million in total liabilities, and a
stockholders' deficit of $3.2 million.

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

                       http://is.gd/SASSX6

Santa Clara, Calif.-based NewCardio, Inc., is a cardiac diagnostic
and services company developing and marketing proprietary software
platform technologies to provide higher accuracy to, and increase
the value of, the standard 12-lead electrocardiogram, or ECG.


NEW LEAF: Delays Filing of 2010 Annual Report for Review
--------------------------------------------------------
New Leaf Brands, Inc., notified the U.S. Securities and Exchange
Commission that it requires additional time to complete the
auditor's review of the Company's financial statements in order to
complete the 10-K prior to filing.

                       About New Leaf Brands

Scottsdale, Ariz.-based New Leaf Brands, Inc. develops, markets
and distributes healthy and functional ready-to-drink teas under
the New Leaf(R) brand.

The Company's balance sheet at Sept. 30, 2010, showed
$5.31 million in total assets, $8.34 million in total liabilities,
and a stockholders' deficit of $3.03 million.

According to the Troubled Company Reporter on April 8, 2010, Mayer
Hoffman McCann P.C., in Phoenix, Ariz., following the Company's
2009 results, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company has suffered recurring losses from
operations, has a working capital deficiency, was not in
compliance with certain financial covenants related to debt
agreements, and has a significant amount of debt maturing in 2010.


NEW STREAM: Judge Declines to Approve DIP Financing
---------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
U.S. Bankruptcy Judge Mary F. Walrath upheld objections from
creditors of New Stream Capital LLC's U.S. and Cayman Islands
funds who say they invested more than $90 million.  She gave New
Stream the option of returning to court on April 8 to make another
try if changes are made in the proposed financing.

According to the report, Judge Walrath also confirmed that the
investors in the two funds not in bankruptcy have the right to
appear and be heard in opposition to New Stream's proposed
reorganization.  In addition, the judge said the objectors are
entitled to more time to mount a defense to approval of the
proposed Chapter 11 plan.

Mr. Rochelle notes that bankruptcy judges seldom refuse to approve
financing, but Judge Walrath made an exception in New Stream's
case.

                          The DIP Financing

As reported in the March 16, 2011 edition of the Troubled Company
Reporter, New Stream Capital LLC is seeking approval to obtain up
to $56.8 million of debtor-in-possession financing from an
affiliate of McKinsey & Co., which is under contract to buy the
portfolio for $127.5 million.  Before the bankruptcy, the lender
advanced $41.8 million on a secured basis for the payment of
policy premiums.

The DIP Facility will consist of $15 million of new financing and
a roll-up of $41,824,935 of the prepetition senior loan
obligations.  The termination date for the facility is May 16,
2011.

A copy of the DIP financing agreement is available for free at:

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

Kurt F. Gwynne, Esq., at Reed Smith LLP, explains that the Debtors
need the money to fund their Chapter 11 case, pay suppliers and
other parties.

The DIP facility will incur interest at LIBOR, plus 5.50% with a
LIBOR floor of 3.50%.  In the event of default, the Debtors will
pay an additional 2.00% default interest per annum.

The Debtors are required to pay a host of fees, including: (i)
initial fee -- 2.50% of the Additional Commitment, payable to the
Administrative Agent for the account of each DIP Lender; (ii)
unused commitment fee -- 0.25% per annum on the unused portion of
the DIP Credit Facility at times as outstanding loans thereunder
are less than the amount of the total commitment; and (iii) agent
fee -- $50,000 per month until the occurrence of the DIP
expiration date.

The Debtors will grant senior, first-priority, fully-perfected
liens to the Collateral Agent, for the benefit of the DIP Lenders,
upon all of the collateral, which DIP Liens will prime all NSI
prepetition liens and any other liens on the collateral, other
than the MIO prepetition liens, as to which the DIP Liens will be
pari passu.  The Debtors will also grant superpriority claims to
the Collateral Agent, for the benefit of the DIP Lenders, and to
the DIP Lenders, with priority over all administrative expenses.

                          About New Stream

New Stream is an inter-related group of companies that
collectively comprise an investment fund, headquartered in
Ridgefield, Connecticut.  Founded in 2002, New Stream focuses on
providing non-traded private debt to the insurance, real estate
and commercial finance sectors.

On March 7, 2011, when New Stream was still soliciting votes on
the Chapter 11 plan, certain investors filed a petition (Bankr. D.
Del. Lead Case No. 11-10690) seeking to force three new stream
funds -- New Stream Secured Capital Fund (U.S.) LLC, New Stream
Secured Capital Fund P1 (Cayman), Ltd. and New Stream Secured
Capital Fund K1 (Cayman), Ltd. -- to Chapter 11 bankruptcy.

The petitioning investors in the New Stream investment enterprise
say they are collectively owed over $90 million, representing
roughly 28% of the approximately $320 million owed to all U.S. and
Cayman investors.  The Petitioners are represented by (i) Joseph
H. Huston, Jr., Esq., Maria Aprile Sawczuk, Esq., Meghan A.
Cashman, Esq., at Stevens & Lee, P.C., in Wilmington, Delaware,
and Beth Stern Fleming, Esq., at Stevens & Lee, P.C., in
Philadelphia, Pennsylvania, and Nicholas F. Kajon, Esq., David M.
Green, Esq., and Constantine Pourakis, Esq., at Stevens & Lee,
P.C., in New York, (ii) Edward Toptani, Esq., at Toptani Law
Offices, in New York, and (iii) John M Bradham, Esq., and David
Hartheimer, Esq., at Mazzeo Song & Bradham LLP, in New York.

New Stream Secured Capital, Inc., and three affiliates (New Stream
Insurance, LLC, New Stream Capital, LLC, and New Stream Secured
Capital, L.P.) filed Chapter 11 petitions (Bankr. D. Del. Lead
Case No. 11-10753) on March 13, 2011, with a proposed prepackaged
Chapter 11 plan.

Kurt F. Gwynne, Esq., J. Cory Falgowski, Esq., Michael J.
Venditto, Esq., and Scott M Esterbrook, Esq., at Reed Smith LLP,
serve as the Debtors' bankruptcy counsel.  Kurtzman Carson
Consultants LLC is the Debtors' claims and notice agent.

NSSC, Inc., estimated its assets and debts at up to $50,000.  NSC
estimated its assets at $100,000 to $500,000 and debts at $50,000
to $100,000.  NSI estimated its assets at $100 million to
$500 million and debts at $50 million to $100 million.  NSSC, LP,
estimated its assets and debts at $500 million to $1 billion.

NSI's insurance portfolio is being sold for $184.35 million as
part of the Chapter 11 plan.  The aggregate indebtedness secured
by the investment portfolio of NSSC is $688,412,974.  NSI owes
$81,573,376 to certain account classes under a Bermuda fund.


NORBORD INC: S&P Affirms 'BB-' Corporate Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Norbord Inc. to stable from negative.  At the same time, Standard
& Poor's affirmed its ratings on the company, including its 'BB-'
long-term corporate credit rating on Norbord.

"The outlook revision to stable reflects our expectation that
Norbord's credit metrics will remain flat in 2011 and gradually
improve in 2012 with recovery in the housing construction market,"
said Standard & Poor's credit analyst Jatinder Mall.

The ratings on Norbord reflect what Standard & Poor's views as the
company's low-cost operations and market position as the second-
largest North American oriented strandboard (OSB) producer.  These
strengths are partially offset in our opinion by Norbord's
exposure to housing construction markets, its highly leveraged
capital structure, and weak profitability.

As the second-largest OSB producer in the world, Norbord has an
annual capacity of more than 5 billion square feet (bsf).  The
company also produces other wood products such as particleboard
and medium density fiberboard.  Its operating facilities are in
North America and Europe.

The stable outlook on Norbord reflects Standard & Poor's
expectation that credit metrics will remain flat in 2011 and
gradually improve in 2012.  Also, the company has built up
liquidity to be able to withstand short-term volatility in the OSB
market.  "However, we would likely lower the rating if
lower-than-expected housing starts in the U.S. and OSB prices lead
to negative free cash generation or if unexpected asset write-
downs lead to deterioration in the cushion under the bank
covenants.  An upgrade would require the company to demonstrate
that it can sustain a leverage ratio of 3.5x and a funds from
operations-to-debt ratio of about 25%.  This would translate into
OSB prices higher than US$225 per million square feet and OSB
volumes that are more than 4.5 bsf, which in our view is unlikely
in the near term as it would require annual U.S. housing starts of
more than 1 million," S&P said.


NPS PHARMACEUTICALS: Has Fully Repaid its Secured 8% Notes
----------------------------------------------------------
NPS Pharmaceuticals, Inc., fully repaid its Secured 8% Notes due
March 30, 2017, or Class A Notes.  The Class A notes were non-
recourse to the Company and solely secured and serviced by the
Company's Sensipar and Mimpara (cinacalcet HCl) royalty revenues
and milestone payments.  The Class A Notes originated in December
2004 through a private placement of $175 million.  With the
repayment of the Class A Notes, the Company has also commenced
repayment of Secured 15.5% Notes due March 30, 2017, or Class B
notes.  The Class B notes are also non-recourse to the Company and
solely secured and serviced by the Company's revenues related to
Sensipar and Mimpara.  The Class B Notes originated in August 2007
through a private placement of $100 million.

                     About NPS Pharmaceuticals

Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq:
NPSP) -- http://www.npsp.com/-- is developing new treatment
options for patients with rare gastrointestinal and endocrine
disorders.

NPS noted in its Form 10-K for the year ended Dec. 31, 2009, it
has not been profitable since its inception in 1986.  As of
Dec. 31, 2009, it had an accumulated deficit of
$922.7 million.  "Currently, we are not a self-sustaining business
and certain economic, operational and strategic factors may
require us to secure additional funds."  The Company though
believes its existing capital resources at Dec. 31, 2009,
along with the receipt of $38.4 million from the sale of its
REGPARA royalty stream, should be sufficient to fund its current
and planned operations through at least January 1, 2011.


OCEAN PLACE: Section 341(a) Meeting Moved to April 25
-----------------------------------------------------
Wojciech F. Jung, Esq., at Lowenstein Ssandler PC, said that the
meeting of creditors of Ocean Place Development LLC has been
rescheduled to April 25, 2011, at 10:00 a.m. (E.T.) at the Office
of the United States Trustee, Clarkson S. Fisher Federal
Courthouse, 402 East State Street, Room 129 in Trenton, New
Jersey.

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

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

Ocean Place Development LLC, A Delaware Limited Liability Company,
dba Ocean Place Resort & Spa, filed for Chapter 11 bankruptcy
protection (Bankr. D. N.J. Case No. 11-14295) on Feb. 15, 2011.
Kenneth Rosen, Esq., at Lowenstein Sandler, serves as the Debtor's
bankruptcy counsel.  The Debtor estimated its assets and debts at
$50 million to $100 million.


ORAGENICS INC: Recurring Losses Cue Going Concern Doubt
-------------------------------------------------------
Oragenics, Inc., filed on March 30, 2011, its annual report on
Form 10-K for the fiscal year ended Dec. 31, 2010.

Kirkland, Russ, Murphy & Tapp, P.A., in Clearwater, Fla.,
expressed expressed substantial doubt about Oragenics, Inc.'s
ability to continue as a going concern.  The independent auditors
noted that the Company has incurred recurring operating losses,
negative operating cash flows and has an accumulated deficit.

The Company reported a net loss of $7.8 million on $1.3 million of
revenue for 2010, compared with a net loss of $5.5 million on
$641,825 of revenue for 2009.

At Dec. 31, 2010, the Company's balance sheet showed
$1.7 million in total assets, $3.6 million in total liabilities,
and a stockholders' deficit of $1.9 million.

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

                       http://is.gd/P4IAyF

                      About Oragenics Inc.

Tampa, Fla.-based Oragenics, Inc. (OTC BB: ORNI)
-- http://www.oragenics.com/-- is a biopharmaceutical company
focused primarily on oral health products and novel antibiotics.
Within oral health, Oragenics is developing its pharmaceutical
product candidate, SMaRT Replacement Therapy, and also
commercializing its oral probiotic product, ProBiora3.  Within
antibiotics, Oragenics is developing a pharmaceutical candidate,
MU1140-S and intends to use its patented, novel organic chemistry
platform to create additional antibiotics for therapeutic use.


ORBIT INT'L: Obtains Non-Compliance Waiver From Primary Lender
--------------------------------------------------------------
Orbit International Corp. announced Friday that its primary lender
has waived the Company's non-compliance with one financial
covenant of its credit agreement for the fourth quarter ended
Dec. 31, 2010.  The lender also amended the credit agreement
regarding the same financial covenant through the first three
quarters in 2011.  As reported on March 10, 2011, the Company had
not been in compliance with the aforementioned financial covenant
due to the 2010 fourth quarter loss and liability associated with
a non-recurring expense incurred in connection with the non-
renewal of the employment contract of its former President and
CEO.  The lender, in consideration of such waiver and amendment,
added a new liquidity covenant and assessed a waiver fee of
$10,000 plus legal fees.  The interest rate on the Company's line
of credit and term debt remained unchanged.

Mitchell Binder, Acting Chief Executive Officer stated, "We are
pleased that our primary lender has recognized the unusual
circumstances that placed Orbit out of compliance and for granting
this waiver and amendment.  With our streamlined corporate
structure and upturn in orders, backlog and anticipated revenues,
we expect to be in compliance with the amended financial covenant
for the first three quarters of this year and back in compliance
with the original financial covenant by Dec. 31, 2011."

Hauppauge, N.Y.-based Orbit International Corp.
-- http://www.orbitintl.com/-- is an electronics manufacturer and
software solution provider.  The Company is involved in the
manufacture of customized electronic components and subsystems for
military and nonmilitary government applications through its
production facilities in Hauppauge, New York, and Quakertown,
Pennsylvania; and designs and manufactures combat systems and gun
weapons systems, provides system integration and integrated
logistics support and documentation control at its facilities in
Louisville, Kentucky.  Its Behlman Electronics, Inc. subsidiary
manufactures and sells high quality commercial power units, AC
power sources, frequency converters, uninterruptible power
supplies and associated analytical equipment.  The Behlman
military division designs, manufactures and sells power units and
electronic products for measurement and display.


ORCHARD SUPPLY: S&P Assigns 'B' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B'
corporate credit rating to San Jose, Calif.-based Orchard Supply
Hardware LLC.  The outlook is stable.

"At the same time, we assigned our 'B' issue rating and '4'
recovery rating to Orchard Supply's existing $174 million term
loan due 2013," S&P said.

"The ratings reflect our expectation that declines in operating
results in 2011 will be limited as negative sales trends
moderate," said Standard & Poor's credit analyst Ana Lai, "and
Orchard may have the ability to partly offset cost pressures by
pricing and merchandising change, while tightly managing
expenses."  As such, S&P expects credit protection measures to
weaken modestly from current levels with total debt to EBITDA
increasing to about 6.1x in fiscal 2011 from 5.9x in fiscal 2010.
"We expect Orchard to maintain adequate cushion under its
financial covenants despite a slight decline in EBITDA and some
debt reduction," according to S&P.


PACIFICA MESA: Taps Squar Milner as Accountant
----------------------------------------------
Pacifica Mesa Studios LLC dba Albuquerque Studios asks the U.S.
Bankruptcy Court for the Central District of California for
permission to employ Squar, Milner, Peterson, Miranda & Williamson
LLP as its accountant to prepare tax returns for the Debtor for
the tax year 2010, both prepetition and postpetition.

The Debtor agrees to pay the firm on an hourly rate basis plus
reimbursement of usual and necessary expenses incurred on behalf
of the Debtor.

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

                        About Pacifica Mesa

Agoura Hills, California-based Pacifica Mesa Studios, LLC, dba
Albuquerque Studios and ABQ Studios, filed for Chapter 11
bankruptcy protection (Bankr. C.D. Calif. Case No. 10-18827) on
July 20, 2010.  Steven T. Gubner, Esq., at Ezra Brutzkus & Gubner,
assists the Debtor in its restructuring effort.  The Company
estimated $50 million to $100 million in assets and $100 million
$500 million in liabilities in its Chapter 11 petition.


PECAN SQUARE: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Pecan Square, Ltd., a California Limited Partnership
        13151 Emily Road, Suite 250
        Dallas, TX 75240

Bankruptcy Case No.: 11-05359

Chapter 11 Petition Date: March 31, 2011

Court: U.S. Bankruptcy Court
       Southern District of California (San Diego)

Judge: Laura S. Taylor

Debtor's Counsel: Illyssa I. Fogel, Esq.
                  LAW OFFICE OF ILLYSSA I. FOGEL
                  P.O. Box 437
                  25 N. US Highway 95 S.
                  McDermitt, NV 89421
                  Tel: (775) 532-8088
                  E-mail: ifogel@iiflaw.com

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

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 Barry S. Nussbaum, president of
managing corporation.


PEPPERTREE APARTMENTS: Case Summary & Creditors List
----------------------------------------------------
Debtor: Peppertree Apartments, LLC
        P.O. Box 400
        Carson City, NV 89702-0400

Bankruptcy Case No.: 11-51016

Chapter 11 Petition Date: March 31, 2011

Court: U.S. Bankruptcy Court
       District of Nevada (Reno)

Judge: Bruce T. Beesley

Debtor's Counsel: Alan R. Smith, Esq.
                  THE LAW OFFICES OF ALAN R. SMITH
                  505 Ridge Street
                  Reno, NV 89501
                  Tel: (775) 786-4579
                  E-mail: mail@asmithlaw.com

Scheduled Assets: $1,880,517

Scheduled Debts: $1,905,033

A list of the Company's eight largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/nvb11-51016.pdf

The petition was signed by George Gabor, managing member.


PETTERS CO: Six Charities Return $200,000 in Donations
------------------------------------------------------
Eric Morath, writing for Dow Jones' Daily Bankruptcy Review,
reports that six charities are returning a total of nearly
$200,000 in donations from Thomas Petters to the court-appointed
trustee:

     -- the Juvenile Diabetes foundation agreed to return
        $161,242, about 75% of the trustee's total claim against
        the organization. A spokesman for the foundation declined
        to comment Thursday;

     -- St. Jude settled a $15,000 claim for $2,800;

     -- Make-A-Wish settled an $11,759 claim for $4,144;

     -- the University of Minnesota Foundation agreed to return
        $18,750;

     -- Treatment center The Retreat agreed to give back $10,000;
        and;

     -- Children's Heartlink agreed to return $3,000.

"Unfortunately, the money Petters's [companies] donated . . . was
not theirs to give," the trustee, Douglas A. Kelley, told The Wall
Street Journal's Bankruptcy Beat in an e-mail.  "That money
instead belongs to the victims of his fraud."

DBR notes Mr. Kelley said the five- and six-figure donations were
in fact part of the Petters fraud because they helped create the
facade of a successfully operating business.  Details of the
settlement deals he struck with the charities were filed with the
U.S. Bankruptcy Court in Minneapolis last week.

                        About Petters Group

Based in Minnetonka, Minn., Petters Group Worldwide LLC is a
collection of some 20 companies, most of which make and market
consumer products.  It also works with existing brands through
licensing agreements to further extend those brands into new
product lines and markets.  Holdings include Fingerhut (consumer
products via its catalog and Web site), SoniqCast (maker of
portable, WiFi MP3 devices), leading instant film and camera
company Polaroid (purchased for $426 million in 2005), Sun Country
Airlines (acquired in 2006), and Enable Holdings (online
marketplace and auction for consumers and manufacturers' overstock
inventory).  Founder and chairman Tom Petters formed the company
in 1988.

Petters Company, Inc., is the financing and capital-raising unit
of Petters Group Worldwide.

Thomas Petters, the founder and former CEO of Petters Group, has
been indicted and a criminal proceeding against him is proceeding
in the U.S. District Court for the District of Minnesota.

Petters Company, Petters Group Worldwide and eight other
affiliates filed separate petitions for Chapter 11 protection
(Bankr. D. Minn. Lead Case No. 08-45257) on Oct. 11, 2008.  James
A. Lodoen, Esq., at Lindquist & Vennum P.L.L.P., represents the
Debtors as counsel.  In its petition, Petters Company estimated
its debts at $500 million and $1 billion.  Parent Petters Group
Worldwide estimated its debts at not more than $50,000.

Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed separate petitions for Chapter 11 bankruptcy
protection (Bankr. D. Minn. Case Nos. 08-45136, 08-35197 and
08-35198) on Oct. 6, 2008.  Petters Aviation is a wholly owned
unit of Thomas Petters Inc. and owner of MN Airline Holdings, Sun
Country's parent company.


PETTERS CO: Freeborn Tapped for Potential Suits vs. Advisors
------------------------------------------------------------
The Hon. Gregory F. Kishel of the U.S. Bankruptcy Court for the
District of Minnesota authorized Douglas A. Kelley, the Chapter 11
Trustee of Petters Company Inc. and its debtor-affiliates, to
employ Freeborn & Peters LLP as his litigation counsel to advise
and represent the Trustee in connection with potential litigation
matters against professionals that provided services for the
Debtors.

The Firm will investigate and discover, including document review
and analysis, relating to the litigation matters; and advise and
update the Trustee on the litigation matters.

The Trustee will pay 80% of the firm's fees and 100% of expenses
pending court approval of fees and expenses.

   Attorneys                  Hourly Rate   Discounted Rate
   ---------                  -----------   ---------------
   Neal H. Levin, Esq.        $565          $480
   Michael Kelly, Esq.        $565          $480
   Joe L. Fogel, Esq.         $565          $480
   Patrick J. Woytek, Esq.    $425          $361
   Beth C. Cook, Esq.         $415          $353
   Kathleen A. Kelley, Esq.   $290          $247
   John C. Hammerley, Esq.    $290          $247
   Matt R. Campobasso, Esq.   $270          $230
   Juthika Wise, Esq.         $210          $179

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

                    About Petters Group

Based in Minnetonka, Minn., Petters Group Worldwide LLC is a
collection of some 20 companies, most of which make and market
consumer products.  It also works with existing brands through
licensing agreements to further extend those brands into new
product lines and markets.  Holdings include Fingerhut (consumer
products via its catalog and Web site), SoniqCast (maker of
portable, WiFi MP3 devices), leading instant film and camera
company Polaroid (purchased for $426 million in 2005), Sun Country
Airlines (acquired in 2006), and Enable Holdings (online
marketplace and auction for consumers and manufacturers' overstock
inventory).  Founder and chairman Tom Petters formed the company
in 1988.

Petters Company, Inc., is the financing and capital-raising unit
of Petters Group Worldwide.

Thomas Petters, the founder and former CEO of Petters Group, has
been indicted and a criminal proceeding against him is proceeding
in the U.S. District Court for the District of Minnesota.

Petters Company, Petters Group Worldwide and eight other
affiliates filed separate petitions for Chapter 11 protection
(Bankr. D. Minn. Lead Case No. 08-45257) on Oct. 11, 2008.  James
A. Lodoen, Esq., at Lindquist & Vennum P.L.L.P., represents the
Debtors as counsel.  In its petition, Petters Company estimated
its debts at $500 million and $1 billion.  Parent Petters Group
Worldwide estimated its debts at not more than $50,000.

Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed separate petitions for Chapter 11 bankruptcy
protection (Bankr. D. Minn. Case Nos. 08-45136, 08-35197 and
08-35198) on Oct. 6, 2008.  Petters Aviation is a wholly owned
unit of Thomas Petters Inc. and owner of MN Airline Holdings, Sun
Country's parent company.


PHILADELPHIA RITTENHOUSE: Judge May Decide on Dismissal This Month
------------------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
the owner of 10 Rittenhouse Square should know later this month
whether the reorganization lives or dies.  In response to the
owner's motion in January for the right to use cash representing
collateral for iStar Financial Inc., the lender countered with a
motion of its own to dismiss the case, deny the use of cash, or
allow foreclosure.  The bankruptcy judge held five days of
hearings on the motions in March.  The parties will submit their
post-trial papers on April 21, giving U.S. Bankruptcy Judge
Stephen Raslavich in Philadelphia the ability to issue a ruling
late this month.

Mr. Rochelle relates that iStar, owed $205 million, contends the
project won't sell out for enough to pay off its loan in full.
The owner believes the property is worth enough to pay the lender
fully and filed a plan to pay off iStar over time.  The hearing
for approval of the disclosure statement explaining the owner's
plan is now set for May 5.

The project owner, Mr. Rochelle notes, filed a motion seeking a
three-month extension of the exclusive right to propose a Chapter
11 plan until July 29.  The exclusivity motion is on the calendar
for April 28, giving the judge the opportunity, if he wishes, to
announce his ruling on iStar's dismissal motion.

                  About Philadelphia Rittenhouse

Philadelphia Rittenhouse Developer, L.P. is a joint venture
between ARC Properties, Inc., based in Clifton, New Jersey, and
Philadelphia-based Wheeler Brothers Holdings, LLC.  The Company
was formed to develop 10 Rittenhouse Square, a 33-story
condominium building in Philadelphia.

Rittenhouse filed for chapter 11 bankruptcy in response
to an action in Pennsylvania state court seeking to appoint a
receiver for the development project, which was brought by one of
the Company's lenders, iStar Tara, LLC.

Rittenhouse filed a Chapter 11 petition (Bankr. E.D. Pa. Case No.
10-31201) on Dec. 30, 2010.  Albert A. Ciardi, III, Esq., at
Ciardi Ciardi & Astin, P.C., serves as the Debtor's bankruptcy
counsel.  The Debtor estimated its assets and debts at
$100 million to $500 million.  iStar Tara, LLC is represented in
the chapter 11 case by the firm of Blank Rome LLP.


PNS PROPERTIES: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: PNS Properties, Inc.
          dba Cle Elum 76 Station
        1000 East First Street
        Cle Elum, WA 98922

Bankruptcy Case No.: 11-01631

Chapter 11 Petition Date: April 1, 2011

Court: U.S. Bankruptcy Court
       Eastern District of Washington (Spokane/Yakima)

Judge: Frank L. Kurtz

Debtor's Counsel: Donald A. Boyd, Esq.
                  CARLSON BOYD & BAILEY, PLLC
                  230 S. 2nd Street, Suite 202
                  Yakima, WA 98901
                  Tel: (509) 834-6611
                  Fax: (509) 834-6610
                  E-mail: dboyd@cbblawfirm.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/waeb11-01631.pdf

The petition was signed by Neena Saini, president.


PROMETIC LIFE: Delays Filing of Annual Financial Statements
-----------------------------------------------------------
ProMetic Life Sciences Inc. announced on April 1, 2011, that the
Company was unable to file its Annual Financial Statements,
accompanying Management's Discussion and Analysis and related CEO
and CFO certifications for the financial year ended Dec. 31, 2010,
within the period prescribed for the filing of such documents
under  Parts 4 and 5 of National Instrument 51-102 and pursuant to
National Instrument 52-109, namely within 90 days of year-end.
The Company expects to file the 2010 Annual Financial Statements
shortly.

The time required for the Company to finalize a post-balance sheet
event of material importance and the related accounting of said
transaction has for effect to delay the regulatory filing of its
2010 Annual Financial Statements.

The Company confirms that it intends to satisfy the provisions of
the alternative information guidelines found at sections 4.3 and
4.4 of National Policy 12-203 for so long as they remain in
default as a result of the late filing of the 2010 Annual
Financial Statements.  During the period of default, the Company
will issue bi-weekly default status reports in the form of further
press releases, which will also be filed on SEDAR.  The Company
confirms that there are no insolvency proceedings against them as
of the date of this press release.  The Company also confirms that
there is no other material information concerning the affairs of
the Company that has not been generally disclosed as of the date
of this press release.

                      About ProMetic Life

Based in Montreal, Canada, ProMetic Life Sciences Inc. (TSX:PLI)
-- http://www.prometic.com/-- is a biopharmaceutical company
specialized in the research, development, manufacture and
marketing of a variety of commercial applications derived from
its proprietary Mimetic Ligand TM enabling technology, which is
used in large-scale purification of biologics and the
elimination of pathogens.  The company is also active in
therapeutic drug development with the mission to bring to market
effective, innovative, lower cost, less toxic products for the
treatment of inflammation and cancer.  Its drug discovery
platform is focused on replacing complex, expensive proteins
with synthetic "drug-like" protein mimetics.

The company has research and development, and manufacturing
facilities in the U.K. and business development activities in
the U.S., Europe, Asia and Middle East and North African
countries.


PROSPER MARKETPLACE: Odenberg Ullakko Raises Going Concern Doubt
----------------------------------------------------------------
Prosper Marketplace, Inc., filed on March 30, 2011, its annual
report on Form 10-K for the fiscal year ended Dec. 31, 2010.

Odenberg Ullakko Muranishi & Co LLP, in San Francisco, Calif.,
expressed substantial doubt about Proser Marketplace's ability to
continue as a going concern.  The independent auditors noted that
the Company has suffered recurring operating losses and negative
cash flows from operations and management believes that the
Company's cash resources will not be sufficient to sustain its
operations through 2011 without additional financing.

The Company reported a net loss of $10.1 million on $1.1 million
of revenues for 2010, compared with a net loss of $10.4 million on
$732,241 of revenues for 2009.

At Dec. 31, 2010, the Company's balance sheet showed $31.5 million
in total assets, $25.6 million in total liabilities, and
stockholders' equity of $5.9 million.

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

                       http://is.gd/pkz5f4

San Francisco, Calif.-based Prosper Marketplace, Inc., operates as
a people-to-people lending marketplace in the United States.  It
operates an online community for lending and borrowing money that
enables people to list and bid on loans.


QUAD/GRAPHICS INC: S&P Raises Corporate Credit Rating to 'BB+'
--------------------------------------------------------------
Standard & Poor's Ratings Services raised all ratings, including
its corporate credit rating, on Sussex, Wisc.-based Quad/Graphics
Inc. to 'BB+' from 'BB'.  The rating outlook is stable.

"Standard & Poor's 'BB+' corporate credit rating on Quad reflects
our expectation that the company will continue to realize synergy
benefits from its July 2010 acquisition of World Color Press Inc.,
and will be able to continue to reduce leverage.  We view Quad's
business risk profile as fair, based on its size, operating
efficiency, and profitability, notwithstanding difficult industry
fundamentals in the printing business, including high
competition, fragmentation, intense pricing pressure, and
significant revenue volatility over the economic cycle. Quad's
financial risk profile is intermediate, in our view, based on its
moderate leverage," S&P said.

Quad is the second-largest printer in the western hemisphere,
roughly half the size of industry leader, R.R. Donnelley & Sons
Co.  Quad has operations in the U.S., as well as Latin America,
where business fundamentals are not as difficult as in the U.S,
and Europe.  The company has a history of innovation and
distribution efficiencies, contributing to good margins relative
to industry competitors.

Quad is well diversified among print products, specializing in
printing catalogs, magazines, direct mail, and retail inserts.
The company also does book, directory, and commercial printing.
However, the majority of its businesses face unfavorable
structural changes as content moves to digital media. Quad's pre-
acquisition plants are generally larger than competitors'
facilities, providing distribution efficiencies and flexibility
with production scheduling when volumes are at higher, more
normalized levels.  However, the printing industry is fragmented
and highly competitive.  These factors, together with industry
overcapacity, have contributed to intense pricing pressure.
Further, the printing industry is highly cyclical, leading
to volatility in the company's operating performance.

"Although pro forma credit measures are good for the ratings,
we believe that the scale of the World Color transaction
and management's modest experience with large-scale
integrations continue to present risks.  These risks include
the potential for integration costs that exceed management's
expectations, timing delays in realizing synergies, and the
potential for loss sales.  However, offsetting these factors are
the companies' similar product offerings, the year-to-date
progress in the integration process, and our view that Quad is an
efficient operator as evidenced by its historical EBITDA
margins, which are above industry levels.  As a result, we expect
that Quad will be able to realize further savings through ongoing
plant consolidations, headcount reductions, and supply chain
management," S&P said.

Pro forma for the acquisition of World Color, Quad's revenue
increased 2% in fourth-quarter 2010 because of increased volumes
at pre-acquisition Quad/Graphics businesses, higher paper-related
revenue.  This was partially offset by pricing pressure, lower
volumes at pre-acquisition World Color businesses, and unfavorable
contractual pricing inherited from the World Color acquisition.
EBITDA before restructuring, impairment, and transaction-related
charges (which are high as a result of the acquisition of World
Color) decreased 5% in fourth-quarter 2010 due to costs associated
with the integration process (for ramping up some plants while
winding down others, etc.), rising energy and commodity costs, and
increased incentive compensation expenses.  These higher expenses
were partially offset by savings from rationalization.  "Pro forma
for the acquisition of World Color, the company's EBITDA margin,
excluding restructuring charges, which we regard as unusually
high due to the integration process, was 14.1% in 2010. Quad's
EBITDA margin including restructuring charges was 9.5% for the
period," S&P added.


QUANTUM FUEL: Common Shares Sells at $4.53 Apiece
-------------------------------------------------
Quantum Fuel Systems Technologies Worldwide, Inc., filed with the
U.S. Securities and Exchange Commission Amendment No.l to its
Form S-1 Registration Statement relating to resale by the selling
stockholders of up to 2,672,040 shares of the Company's common
stock, consisting of (i) 1,518,737 shares of common stock that
were issued in a private placement that the Company closed on
Feb. 18, 2011 and (ii) 1,153,303 shares of the Company's common
stock issuable upon the exercise of warrants that were issued in
the private placement.  The Company is not selling any shares of
common stock in this offering and, therefore, will not receive any
proceeds from this offering.  The Company will, however, receive
proceeds from the exercise price of the warrants if and when these
warrants are exercised by the selling stockholders for cash.  The
Company will bear all of the expenses and fees incurred in
registering the shares offered by this prospectus.

The Company's common stock is quoted on The Nasdaq Global Market.
The Company's symbol is "QTWW."  The last reported sale price of
our common stock on March 28, 2011, was $4.53 per share.  The
Company's warrants are not and will not be listed for trading on
any exchange.

The shares included in this prospectus may be sold by the selling
stockholders from time to time, in the open market, in privately
negotiated transactions, in an underwritten offering, or a
combination of methods, at market prices prevailing at the time of
sale, at prices related to such prevailing market prices or at
negotiated prices.  The selling stockholders may engage brokers or
dealers who may receive commissions or discounts from the selling
stockholders.  Any broker-dealer acquiring the common stock from
the selling stockholders may sell these securities in normal
market making activities, through other brokers on a principal or
agency basis, in negotiated transactions, to its customers or
through a combination of methods.

                        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
January 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's balance sheet at Jan. 31, 2011 showed $72.09 million
in total assets, $45.07 million in total liabilities and $27.02
million in total equity.

The Company recorded a net loss of $28.0 million in fiscal 2009,
compared to a net loss of $86.8 million in fiscal 2008.


RADIENT PHARMACEUTICALS: Delays Filing of Annual Report
-------------------------------------------------------
Radient Pharmaceuticals Corporation notified the U.S. Securities
and Exchange Commission that it is unable to file its Form 10-K
for year ended Dec. 31, 2010 in a timely manner because the it is
not able to complete its financial statements without unreasonable
effort or expense.

As the Company has disclosed in its previous filings, effective
Sept. 29, 2009, the Company deconsolidated all activity of its
subsidiary, Jade Pharmaceuticals Inc.  This decision was based on
several factors, including lack of timely responses from JPI to
the Company's requests for financial information.  Unfortunately,
the Company has still not yet received all information requested
from JPI for the Dec. 31, 2010 financial statements and therefore
is unable to begin the valuation process of JPI, which is required
in those statements.

Additionally, in connection with the recent press releases and
notification the Company received from the NSYE Amex on March 16,
2011 about potential noncompliance with certain Amex disclosure
requirements, the Company's Audit Committee has decided to conduct
an investigation of the issues Amex raised in their recent letter.
The Audit Committee has already begun  its investigation.
Although the Company does not currently believe that the results
of the Audit Committee's investigation will require any material
changes to the Company's previous filings or disclosure, there can
be no assurance that this will be the case.  The Audit Committee
has undertaken to complete its investigation as soon as
practicable and the Company will use its best efforts to file the
Annual Report by April 15, 2011, but there can be no assurance
that the 2010 audit will be completed by such date to enable the
Company to file its Annual Report by April 15, 2011.

                    About Radient Pharmaceuticals

Headquartered in Tustin, Calif., Radient Pharmaceuticals
Corporation -- http://www.Radient-Pharma.com/-- is engaged in the
research, development, manufacturing, sale and marketing of its
ONKO-SURE(TM) a proprietary IVD Cancer Test in the United States,
Canada, China, Chile, Europe, India, Korea, Taiwan, Vietnam and
other markets throughout the world.

Radient said in October 2010 it incurred a trigger event on the
12% Convertible Notes issued in first and second quarter of 2010
due to its failure to have the related registration statement
declared effective by June 1, 2010.  The Company filed on Sept. 7,
2010, an Event of Default under those same notes occurred since it
did not hold the related shareholder meeting by August 31, 2010.

As reported in the Troubled Company Reporter on April 19, 2010,
KMJ Corbin & Company LLP, in Costa Mesa, Calif., expressed
substantial doubt about the Company's ability to continue as a
going concern, following its 2009 results.  The independent
auditors noted that the Company incurred a significant operating
loss and negative cash flows from operations in 2009 and had a
working capital deficit of $4.2 million at Dec. 31, 2009.

The Company's balance sheet at Sept. 30, 2010, showed
$23.56 million in total assets, $34.22 million in total
liabilities, and a stockholders' deficit of $10.66 million.


RANDOLPH PROPERTIES: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Randolph Properties, Inc.
        6100 Kathmoor Drive
        Montgomery, AL 36117

Bankruptcy Case No.: 11-30846

Chapter 11 Petition Date: April 1, 2011

Court: U.S. Bankruptcy Court
       Middle District of Alabama (Montgomery)

Judge: Dwight H. Williams, Jr.

Debtor's Counsel: Michael A. Fritz, Sr.
                  FRITZ HUGHES & HILL, LLC
                  7020 Fain Park Drive, Suite 1
                  Montgomery, AL 36117
                  Tel: (334) 215-4422
                  Fax: (334) 215-4424
                  E-mail: bankruptcy@fritzandhughes.com

Estimated Assets: $0 to $50,000

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/almb11-30846.pdf

The petition was signed by Matt Hooton, president.


REDDY ICE: S&P's 'B-' Ratings Unmoved by Recovery Rating Change
---------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its recovery
rating on Reddy Ice Corp.'s senior first-lien notes to '4' from
'3'.  The '4' recovery rating indicates average (30%-50%) recovery
of principal in the event of default.  The 'B-' issue-level rating
on the first-lien notes remains unchanged.  All other issue-level
and recovery ratings remain unchanged.

The 'B-' corporate credit rating on parent Reddy Ice Holdings Inc.
remains unchanged.

Ratings list:

Reddy Ice Holdings Inc.
Corporate Credit Rating          B-/Negative/--

Recovery Rating Revised

Reddy Ice Corp.
                                  To                  From
Senior Secured first-lien nts    B-                  B-
   Recovery Rating                4                   3


RHI ENTERTAINMENT: Files Form 15 Notice Pertaining to Common Stock
------------------------------------------------------------------
On April 1, 2011, RHI Entertainment, Inc., filed a notice of
termination of termination of registration of its common stock,
par value $0.01 per share.

Upon the delisting of the Company's common stock from The NASDAQ
Stock Market LLC on June 1, 2010, and the subsequent de-
registration of its common stock under Section 12(b) of the
Securities Exchange Act of 1934, the Company's common stock was
not registered, or required to be registered, under Section 12(b)
or 12(g) of the Securities Exchange Act of 1934.

A complete text of the Form 15-12B is available at

                       http://is.gd/RiFirC

                     About RHI Entertainment

New York-based RHI Entertainment, Inc., develops, produces and
distribute new made-for-television movies, mini-series and other
television programming worldwide.

RHI and its affiliates filed for Chapter 11 bankruptcy protection
(Bankr. S.D.N.Y. Lead Case No. 10-16536) on Dec. 10, 2010.  D.J.
Baker, Esq., Rosalie Walker Gray, Esq., Keith A. Simon, Esq., Adam
S. Ravin, Esq., and Jude Gorman, Esq., at Latham & Watkins LLP,
serve as the Debtors' bankruptcy counsel.  Logan & Company, Inc.,
serves as the Debtors' claims and noticing agent.

RHI's First Lien Lenders are represented by Michael A. Chapnick,
Esq. -- mchapnick@morganlewis.com -- and Wendy S. Walker, Esq. --
wwalker@morganlewis.com -- at Morgan, Lewis & Bockius LLP, and
RHI's Second Lien Lenders are represented by Mark R. Somerstein,
Esq. -- mark.somerstein@ropesgray.com -- and Patricia I. Chen,
Esq. -- patricia.chen@ropesgray.com -- at Ropes & Gray LLP.

The Debtors disclosed $524,722,000 in total assets and
$834,094,000 as of the Chapter 11 filing.


RIVER EAST PLAZA: Accord Requires Plan Filing by May 2
------------------------------------------------------
River East Plaza LLC, Geneva Leasing and Geneva Investment
Management Services, Inc., and River East Plaza's secured first
mortgage lien creditor LNV Corporation entered into a stipulation
moving to May 18, 2011, the preliminary hearing on LNV Corp.'s
request to dismiss River East Plaza's Chapter 11 case or, in the
alternative, for relief from the automatic stay.

On March 2, 2011, the Court conducted a status conference and
scheduled a preliminary hearing on LNV's request for March 15.
The Court, however, stated it would reschedule the preliminary
hearing for May 18 if the parties informed chambers that they had
reached an agreement to reschedule the Preliminary Hearing to such
date.

Among other things, the stipulation provides that the Debtor and
the Geneva Entities will consent to stay relief and dismissal of
the bankruptcy case if, by May 2, the Debtor fails to file a plan
of reorganization.  The Debtor and the Geneva Entities must
request a joint disclosure statement and confirmation hearing, if
necessary, to take place no later than June 15, 2011.

LNV Corp. will withdraw its objection to the Debtor's request to
employ Whyte Hirschboeck Dudek, S.C., as counsel.

The Debtor and the Geneva Entities will consent to a superpriority
claim and postpetition first priority replacement liens on account
of all amounts collected by Cindy O'Drobinak, the receiver for the
Debtor's property, postpetition and all additional amounts, if
any, advanced to the receiver by LNV Corp. for postpetition
operation of the property.

Judge Bruce W. Black signed the stipulation on March 14.

LNV Corp. is represented by:

          Mark A. Berkoff, Esq.
          Nicholas M. Miller, Esq.
          Kevin G. Schneider, Esq.
          NEAL, GERBER, EISENBERG LLP
          Two North LaSalle Street, Suite 1700
          Chicago, IL 60602-3801
          Tel: (312) 269-8000
          Fax: (312) 269-1747

The Geneva Entities are represented by:

          Forrest Lammiman, Esq.
          David L. Kane, Esq.
          MELTZER, PURTILL & STELLE LLC
          300 South Wacker Drive, Suite 3500
          Chicago, IL 60606
          Tel: (312) 987-9900
          Fax: (312) 987-9854

The Debtor is represented by:

          Charles H. Bohl, Esq.
          Daniel J. McGarry, Esq.
          RIDER BENNETT, LLP
          333 South Seventh Street, Suite 2000
          Minneapolis, MN 55402
          Tel: (612) 340-7936

               - and -

          Daryl L. Diesing, Esq.
          Michael E. Gosman, Esq.
          WHYTE HIRSCHBOECK DUDEK S.C.
          555 East Wells Street
          Milwaukee, WI 53202
          Tel: (414) 273-2100
          E-mail: mgosman@whdlaw.com

River East Plaza, LLC, in Chicago, Illinois, filed for Chapter 11
bankruptcy (Bankr. N.D. Ill. Case No. 11-05141) on Feb. 10, 2011,
Judge Bruce W. Black presiding.  The Debtor estimated its assets
and debts at $10 million to $50 million.


RIVER EAST PLAZA: O'Drobinak Continues Stint as Receiver
--------------------------------------------------------
Judge Bruce W. Black has signed off a second agreed interim order
authorizing Cindy O'Drobinak to continue as receiver and custodian
for the property of River East Plaza LLC.  Pursuant to the order,
the receiver/custodian may remain in place to manage the Debtor's
property consistent with prepetition practices and as provided by
the order of the Cook County Circuit Court.  The receiver is
authorized to enter into short-term vendor contracts, leases or
licenses of one year or less, or for any term that may be
cancelable on 30 days' or less notice.

As reported by the Troubled Company Reporter on Feb. 21, the
Circuit Court of Cook County, Illinois, appointed Ms. O'Drobinak
as receiver approximately 22 months ago to manage the Debtor's
office, retail, art gallery and residential center and related
real property at 401-465 East Illinois Street, more commonly known
as River East Plaza, in Chicago, Illinois.  The property comprises
the only asset of the Debtor.

River East Plaza, LLC, in Chicago, Illinois, filed for Chapter 11
bankruptcy (Bankr. N.D. Ill. Case No. 11-05141) on Feb. 10, 2011,
Judge Bruce W. Black presiding.  Lawyers at Rider Bennett, LLP,
and Whyte Hirschboeck Dudek S.C., serve as the Debtor's counsel.
The Debtor's secured first mortgage lien creditor LNV Corporation
is represented by attorneys at Neal, Gerber, Eisenberg LLP.
Geneva Leasing and Geneva Investment Management Services, Inc.,
are represented by lawyers at Meltzer, Purtill & Stelle LLC.  The
Debtor estimated its assets and debts at $10 million to
$50 million.


RIVIERA HOLDINGS: Registers Voting Common Class A Shares
--------------------------------------------------------
On April 1, 2011, Riviera Holdings Corporation filed a Form
8-A12G for the registration of its voting common Class A Shares,
as set forth in the Company's Plan of Reorganization under
Chapter 11 of the United States Bankruptcy Code, par value $.001
per share.

On April 1, 2011, the Plan was substantially consummated.
Pursuant to the Plan, the former common stock of the Company was
canceled, and the only securities of Riviera registered pursuant
to the Exchange Act will be the Class A Voting Stock.

               Description of Class A Voting Stock

The total number of shares of stock which the Company has
authority to issue is (a) 10,000,011 shares of common stock,
consisting of (i) 10 shares of Class A Voting Stock, and (ii)
10,000,001 shares of non-voting common Class B Shares, par value
$.001 per share, and (b) 500,000 shares of Preferred Stock, par
value $.001 per share.

The Class A Voting Stock has no economic rights or privileges,
including rights in liquidation.

The holders of Class A Voting Stock have no right to receive
dividends or any other distributions.  Subject to certain rights
of holders of Preferred Stock, if any, when, as and if dividends
are declared on the Common Stock, whether payable in cash, in
property or in securities of the Company, the holders of Non-
Voting Common Stock will be entitled to share equally, share for
share, in said dividends.

In the event of any voluntary or involuntary liquidation,
dissolution or winding-up of the Company, holders of Non-Voting
Common Stock will receive a pro rata distribution of any remaining
assets after payment of or provision for liabilities and the
liquidation preference on Preferred Stock, if any.

The holders of Class A Voting Stock are entitled to one vote per
share on all matters to be voted on by the stockholders of the
Company.  The written consent of holders of a majority of the Non-
Voting Common Stock then outstanding is required for (i) any
merger, combination or consolidation of the Company with or into
any other entity, or any sale, lease, transfer or disposition of
all or substantially all of the assets of the Company through the
sale of a subsidiary or otherwise, (ii) any amendment of the
Articles of Incorporation or By-Laws of the Company, (iii) any
liquidation, dissolution or winding-up of the Company, or (iv) any
act of exit from, or decision to exit, the casino and gaming
activities and operations of the Company.  Except as otherwise
provided by law or the Articles of Incorporation, any action by
holders of Class A Voting Stock may be taken by holders of at
least a majority of the outstanding shares of Class A Voting
Stock.  The holders of Class A Voting Stock do not have any
cumulative voting or preemptive rights.

                      Stockholders Agreement

The rights of the Class A Voting Stock and the Non-Voting Common
Stock are subject to the terms of a Stockholders Agreement, dated
as of April 1, 2011, entered into by and among the Company, the
stockholder holding 100% of the Class A Voting Stock ("Voteco")
and certain stockholders holding a majority of the Non-Voting
Common Stock.  Among other things, the Stockholders Agreement
contemplates an agreed composition of the Company's Board of
Directors and prohibits the transfer of the Class A Voting Stock
and Non-Voting Common Stock unless Voteco determines that said
transfer is not to a person who is a competitor of or otherwise
adverse to the Company and the Company is reasonably satisfied
that said transfer will comply with certain requirements relating
to securities, regulatory and other specified laws.  Any purported
transfer of the Class A Voting Stock and Non-Voting Common Stock
will be null and void if not made in compliance with all
applicable gaming laws and following receipt of all required
gaming approvals.  The Stockholders' Agreement also subjects
transfers of Non-Voting Common Stock, other than to certain
affiliated transferees, to specified tag-along rights, drag-along
rights, and a right of first offer.  In addition, the Stockholders
Agreement contains agreements among the parties with respect to
certain governance matters, including restrictions on the issuance
of shares of Class A Voting Stock, Non-Voting Common Stock and
other equity securities of the Company or other rights convertible
to or to acquire said securities, restrictions on distributions,
repurchases and pledges of Non-Voting Common Stock, registration
rights with respect to holders of Non-Voting Common Stock, rights
to indemnification and contribution and provisions related to
conflicts of interests and transactions with affiliates.

                      About Riviera Holdings

Riviera Holdings Corporation, through its wholly owned subsidiary,
Riviera Operating Corporation, owns and operates the Riviera Hotel
& Casino located in Las Vegas, Nevada, which consists of a hotel
comprised of five towers with 2,075 guest rooms, including 177
suites, and which has traditional Las Vegas-style gaming,
entertainment and other amenities.

In addition, Riviera Holdings, through its wholly-owned
subsidiary, Riviera Black Hawk, Inc., owns and operates the
Riviera Black Hawk Casino, a casino in Black Hawk, Colorado and
has various non-gaming amenities, including parking, buffet-styled
restaurant, delicatessen, a casino bar and a ballroom.

Riviera Holdings together with the two affiliates filed for
Chapter 11 on July 12, 2010 in Las Vegas, Nevada (Bankr. D. Nev.
Case No. 10-22910).  Riviera Holdings estimated assets and debts
of $100 million to $500 million in its petition.  Thomas H. Fell,
Esq., at Gordon Silver, represents the Debtors in the Chapter 11
cases.  XRoads Solutions Group, LLC, is the financial and
restructuring advisor.  Garden City Group Inc. is the claims and
notice agent.

Riviera Holdings' Second Amended Joint Plan of Reorganization was
confirmed on Nov. 17, 2010.  Under the Plan, nearly $280 million
in debt will be replaced with a $50 million loan.  Creditors will
receive new stock relative to what they are owed, and holders of
current stock will receive nothing.  A total of $10 million in
working capital will come from the new owners, along with $20
million in loans to cover investments in the Las Vegas hotel.

The Plan of Reorganization became effective on Dec. 1, 2010, but
the Plan of Reorganization cannot be substantially consummated
until various regulatory and third party approvals are obtained.
The Substantial Consummation Date will be the 3rd business day
following the day the last approval is obtained.

If the Plan of Reorganization is not substantially consummated:
(a) the Plan of Reorganization will be deemed null and void and
the Company will then seek to reorganize pursuant to a different
plan which will need to meet the confirmation standards of the
Bankruptcy Code; (b) the Lockup Agreement will no longer be in
effect; and (c) the Company may be required to obtain interim
financing, if available, and liquidate its assets which may have a
material adverse effect on the financial position, results of
operations, or cash flows of the Company.


ROBINO COTTAGEDALE: Case Summary & 5 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Robino Cottagedale, LLC
        33525-88 Mackenzie Way &
        17812-20 Cottagedale Drive
        Lewes, DE 19958

Bankruptcy Case No.: 11-10949

Chapter 11 Petition Date: March 31, 2011

Court: U.S. Bankruptcy Court
       District of Delaware (Delaware)

Judge: Kevin Gross

Debtor's Counsel: Shannon D. Leight, Esq.
                  CIARDI CIARDI & ASTIN
                  One Commerce Square, Suite 1930
                  2005 Market Street
                  Philadelphia, PA 19103
                  Tel: (215) 557-3550
                  Fax: (215) 557-3551
                  E-mail: agiuliano@ciardilaw.com

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

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

A list of the Company's five largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/deb11-10949.pdf

The petition was signed by Michael A. Stortini, managing member.

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Corrozi-Fountainview, LLC             10-11090            03/31/10
Robino-Bay Court Pad, LLC             10-12377            07/28/10
Robino-Bay Court Plaza, LLC           10-12376            07/28/10
Westover, LLC                         11-10352            02/03/11


ROCK & REPUBLIC: VF Completes $57-Mil. Purchase of Names
--------------------------------------------------------
Transworld Business reports that VF Corp. has completed the
acquisition of premium denim brand Rock & Republic's trademark and
associated intellectual property for approximately $57 million.
VF, parent company of Vans, Reef, and The North Face to name a
few, announced the deal, which does not include R&R's business
operations or retail stores, in late December of last year.

                     About Rock & Republic

Rock & Republic Enterprises, Inc., is a wholesale and retail
apparel company specializing in an avant-garde and distinctive
line of clothing.  Rock & Republic Enterprises, Inc., and Triple
R, Inc., filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case
Nos. 10-11728 and 10-11729) on April 1, 2010, represented by
attorneys at Todtman, Nachamie, Spizz & Johns, P.C. in New York.
Manderson, Schaefer & McKinlay, LLP, is the Company's special
corporate counsel.  Rosen Seymour Shapss Martin & Company LLC
serves as the Debtors' Forensic Accountants.  Donlin Recano serves
as claims and noticing agent.  The Company estimated $50 million
to $100 million in assets, and $10 million to $50 million in
liabilities.

The Official Committee of Unsecured Creditors is represented by
Robert M. Hirsh, Esq., at Arent Fox LLP, and Schuyler G. Carroll,
Esq., at Perkins Coie LLP, as bankruptcy counsel.


SARGENT RANCH: Ch. 11 Trustee Taps Higgs Fletcher as Counsel
------------------------------------------------------------
Douglas P. Wilson, the Chapter 11 Trustee appointed in the
bankruptcy case of Sargent Ranch LLC, seeks permission from the
Bankruptcy Court to retain as his legal counsel:

          John Morrell, Esq.
          Paul Leeds, Esq.
          Rahil K. Swigart, Esq.
          HIGGHS, FLETCHER & MACK LLP
          401 West "A" Street, Suite 2600
          San Diego, CA 92101-7913
          Tel: 619-236-1551
          Fax: 619-696-1410
          E-mail: morrell@higgslaw.com
                  leedsp@higgslaw.com
                  swigart@higgslaw.com

The lawyers' hourly rates are:

          John Morrell, Esq.         $450 per hour
          Paul Leeds, Esq.           $400 per hour
          Rahil K. Swigart, Esq.     $300 per hour

The firm may utilize the services of other personnel at these
rates:

          Partners                   $350 to $500 per hour
          Associates                 $250 to $300 per hour
          Paralegals                 $100 to $115 per hour

The firm has not received a retainer to represent the Chapter 11
Trustee.

Mr. Leeds, Esq., a partner at Higgs Fletcher, attests that the
firm does not hold any interest materially adverse to the Chapter
11 Trustee, the Debtor or the estate.

                        About Sargent Ranch

La Jolla, California-based Sargent Ranch, LLC, filed for Chapter
11 bankruptcy (Bankr. S.D. Calif. Case No. 10-00046) on Jan. 4,
2010.  Douglas P. Wilson was appointed Chapter 11 Trustee on
Jan. 11, 2011.  John L. Smaha, Esq., at Smaha Law Group, APC,
assists the Company in its restructuring effort.  The Company
estimated its assets at $500 million to $1 billion and debts
$50 million to $100 million.  The U.S. Trustee has been unable to
form an official creditors committee in the case.

A plan of reorganization has been filed by the Debtor.  As
reported by the Troubled Company Reporter on Oct. 14, 2010, the
Plan provides that the secured creditors will be receiving
substitute collateral through a liquidating trust.  As of the
effective date, all liens and encumbrances on the Sargent Ranch
property in existence prior to the effective date will be
eliminated and replaced by the deed of trust held by the
liquidating trust.  General and subordinated unsecured claims will
be paid in full without interest after the payment in full of all
secured claims.  The payments will be paid pro rata semi-annually
by the distribution agent from the operating distribution fund.
The unsecured creditors can expect payments in full by year 2017.


SARGENT RANCH: Ch. 11 Trustee Retains DWC as Consultants
--------------------------------------------------------
Douglas P. Wilson, the Chapter 11 Trustee appointed in the
bankruptcy case of Sargent Ranch LLC, seeks permission from the
Bankruptcy Court to retain Douglas P. Wilson Companies to provide
accounting and real estate development related services to the
bankruptcy estate.

The Chapter 11 Trustee is the founder, president and chief
executive officer of the firm.  The Chapter 11 Trustee attests
that DWC is "disinterested" within the meaning of Sec. 327(1) of
the Bankruptcy Code.

The Chapter 11 Trustee will create a general administrative
billing category to which 100% of his time in this base will be
billed, and to which, some services of DWC employees will be
billed to the extent that they assist the Chapter 11 Trustee with
his normal duties as Chapter 11 Trustee.  Services performed and
billed to the general administrative billing category will be
normal trustee services subject to the compensation cap of
11 U.S.C. Section 326(a).  Services performed by DWC employees
that are not billed to the general administrative category --
primarily accounting services -- will be accounted for separately
and will not be subject to the Sec. 326(a) compensation cap.

DWC may be reached at:

          DOUGLAS WILSON COMPANIES
          450 B Street, Suite 1900
          San Diego, CA 92101
          Tel: 619-641-1141
          E-mail: dwilson@douglaswilson.com

                        About Sargent Ranch

La Jolla, California-based Sargent Ranch, LLC, filed for Chapter
11 bankruptcy (Bankr. S.D. Calif. Case No. 10-00046) on Jan. 4,
2010.  Douglas P. Wilson was appointed Chapter 11 Trustee on
Jan. 11, 2011.  John L. Smaha, Esq., at Smaha Law Group, APC,
assists the Company in its restructuring effort.  The Company
estimated its assets at $500 million to $1 billion and debts
$50 million to $100 million.  The U.S. Trustee has been unable to
form an official creditors committee in the case.

A plan of reorganization has been filed by the Debtor.  As
reported by the Troubled Company Reporter on Oct. 14, 2010, the
Plan provides that the secured creditors will be receiving
substitute collateral through a liquidating trust.  As of the
effective date, all liens and encumbrances on the Sargent Ranch
property in existence prior to the effective date will be
eliminated and replaced by the deed of trust held by the
liquidating trust.  General and subordinated unsecured claims will
be paid in full without interest after the payment in full of all
secured claims.  The payments will be paid pro rata semi-annually
by the distribution agent from the operating distribution fund.
The unsecured creditors can expect payments in full by year 2017.


SBARRO INC: Files for Chapter 11 With Pre-Negotiated Plan
---------------------------------------------------------
Sbarro Inc. sought bankruptcy protection under Chapter 11 (Bankr.
S.D.N.Y. Lead Case No. 11-11527) to eliminate about $200 million
in debt.

Sbarro said it has reached an agreement with all of its second-
lien secured lenders and approximately 70% of its senior
noteholders on the terms of a reorganization plan that will
eliminate more than half of the Company's total indebtedness.

"We believe this plan represents the best opportunity for Sbarro
to clear a path for future growth by restructuring its debt in an
effective and timely manner," Nicholas McGrane, interim president
and chief executive officer of Sbarro, said in a statement.  "We
are a strong company with one of the most recognizable restaurant
brands in the world."

Sbarro disclosed assets of $471 million and debt of
$486.6 million.  As of the Petition Date, the Debtors have
outstanding debt obligations in the aggregate principal amount of
$368 million, consisting primarily of:

    (a) $172.7 million in secured debt under their first lien
        senior secured credit facility, plus $3.5 million in
        letters of credit;

    (b) $34.2 million in secured debt under their second lien
        credit facility; plus fees, costs and other charges and

    (c) $157.8 million in senior notes (inclusive of the
        $8 million missed interest payment in March, 2011).

The Company is being advised by Kirkland & Ellis LLP, its legal
counsel, and Rothschild, Inc., its financial advisor.

                        Road to Bankruptcy

The Sbarro family started its business after moving to Brooklyn,
New York, from Naples, Italy, in 1956.

Today Sbarro is a leading, global Italian quick service restaurant
concept with approximately 5,170 employees, 1,045 restaurants
throughout 42 countries, and annual revenues in excess of
$300 million.

Sbarro, however, has struggled since 2007 due to the volatility in
commodity prices and consumer discretionary spending, and the
recent global economic crisis.

Nicholas McGrane, chief executive officer of Sbarro, said in a
court filing, "After being hard-hit during 2007 and 2008 by a
surge in prices for its key raw materials (cheese and flour),
Sbarro's profitability continued to suffer following the fourth
quarter of 2008 and most of 2009 as a result of unprecedented
declines in mall traffic during the height of the economic
recession.  Price increases and cost-cutting measures taken to
combat commodity inflation and maintain earnings during this
difficult period contributed to challenges with the brand, and
performance lagged the rebound in mall traffic beginning in early
2010."

At the end of fiscal year 2010, the Company breached a financial
covenant under its first lien credit agreement and began paying
interest at the contractual default rate.

For the past several months, the Debtors, with the assistance of
their advisors, have continued to refine their business plan and
have evaluated and explored strategic alternatives for
restructuring their debt obligations and improving their liquidity
and overall financial condition.

After weeks of extensive negotiations among the Debtors' various
stakeholder constituencies, the Debtors have reached an agreement
with their second lien and noteholder constituents regarding the
terms of a consensual de-leveraging transaction to be implemented
through an expedited chapter 11 process.

Mr. McGrane said, "Sbarro is a strong company with an
unsustainable balance sheet.  Faced with inadequate liquidity and
unable to secure the financing necessary to recapitalize outside
of chapter 11, Sbarro has commenced these chapter 11 cases to
obtain access to $35 million in new money debtor in possession
financing and to implement a pre-arranged restructuring that will
eliminate approximately $195 million (more than 50 percent) of
Sbarro's prepetition funded debt, secure a $30 million equity
contribution from existing stakeholders and provide substantial
recoveries to suppliers who continue to do business with the
reorganized company.  With a plan support agreement executed by
its second lien lender and holders of approximately 67% in
principal amount of its senior unsecured notes, Sbarro intends to
emerge expeditiously from chapter 11 as a stronger, well-
capitalized and more competitive company."

                         The Chapter 11 Plan

Under a bankruptcy plan backed by creditors Ares Management LLC
and MidOcean Partners, Sbarro would convert second-lien and bond
debt to equity and raise $30 million in equity through a rights
offering.

MidOcean owns 95% of Sbarro's $34.2 million in second-lien debt
and Ares Management LLC holds a majority of the Company's $150
million in senior notes.

Under the proposed restructuring, the Company expects to reduce
its current debt obligations by approximately $200 million to
approximately $175 million, by converting all of its existing
second-lien debt and senior notes to equity.

The Company is proposing that the remaining debt continue to be
held by the existing first-lien lenders, with the maturity of that
debt extended through the fifth anniversary of the Company's
emergence from Chapter 11.

MidOcean Partners III, L.P. and Ares Corporate Opportunities Fund
II LP have agreed to backstop a $30 million rights offering, the
proceeds of which will be used to repay the DIP and provide the
reorganized business with additional equity capital and liquidity.

The terms of the Chapter 11 plan agreed to by the parties are:

   * First lien lenders will receive a new five-year term loan
     facility in the amount of $172,700,000.

   * Second lien lenders, with an allowed claim of $36,500,000,
     will receive 36.5 million shares of new stock of reorganized
     Sbarro and may participate in the rights offering.

   * Senior noteholders will receive 29 million shares of the new
     common stock and will be eligible to participate in the
     rights offering.

   * Holders of general unsecured claims arising solely from the
     receipt of goods and services by the Debtors that will
     continue to provide goods and services will receive payment
     in full and in cash.

   * Holders of other general unsecured claims will receive new
     common stock, or new unsecured notes with 6% interest and a
     bullet maturity seven years from the Effective Date, or cash.

   * Holders of unsecured claims classified as convenience
     claims will receive full payment.  Convenience claims are
     capped at $500,000.

   * Holders of existing equity interests will not receive any
     distributions.

The agreed equity value for purposes of the Plan is $96.5 million,
assuming no debt other than the New First Lien Credit Facility.

In the rights offering, Reorganized Sbarro will raise $30 million
in cash in exchange for 30 million shares of new common stock to
be issued on the Effective Date at a price of $1.00 per share.
As backstop commitment, MidOcean has committed to purchase
2.5 million of unsubscribed shares and Ares has committed to
purchase 27.5 million shares not sold in the rights offering.

The Company will immediately engage Spencer Stuart to conduct a
search for a Chief Executive Officer.

The Plan Support Agreement provides that the Debtors must file the
Agreed Plan within 40 days after the Petition Date, must receive
confirmation of the Plan within 125 days after the Petition Date,
and must consummate the Plan within 145 days after the Petition
Date.

Sbarro's first lien lenders are not parties to the restructuring
agreement, and the Company is in ongoing discussions with these
lenders regarding the terms of proposed exit financing.

                    $35 Million of DIP Financing

The Debtor is scheduled to ask a judge today, April 5, for
permission to borrow $16.5 million of a $35 million term loan from
existing first-lien lenders.

The term sheet provides that the DIP facility will mature six
months following the closing date.  The DIP facility may be
extended for an additional three months subject to certain
conditions, including payment of a fee.

With respect to the Term Loans, at the option of the Borrower, (a)
LIBOR plus 7.00% (with a LIBOR floor of 1.75%) or (b) Base Rate
plus 6.00%.  In addition, a commitment fee of 0.75% shall be
payable on the unused portion of the outstanding Term Loan
Commitments.

Cantor Fitzgerald Securities is the sole lead arranger and book
runner and administrative agent under the DIP facility.
Davis Polk & Wardwell LLP is counsel to the agent.

Under terms of Sbarro's bankruptcy loan, the Company is required
to file in court its reorganization plan within 60 days, win court
approval of the plan within 170 days, and consummate the Plan
within 180 days.

The Company said the DIP financing together with the Company's
cash flow from operations will provide Sbarro with sufficient
liquidity to meet its post-petition operating expenses and
maintain normal operations.

             Other Restaurant Chains Sought Ch. 11

Bloomberg News notes that Uno Restaurant Holdings Corp., also an
Italian restaurant chain, filed for bankruptcy in January 2010,
saying the worst economic slump since the Great Depression had
caused more diners to stay home, hurting its 200 U.S. pizzerias.
Restaurant chains including Bennigan's and Steak and Ale, both
owned by Metromedia Restaurant Group, and Buffets Holdings Inc.
filed for bankruptcy in the past three years.  Midland Food
Services LLC, the operator of 92 Pizza Hut restaurants in six
states, and Commissary Operations Inc., a distributor of food and
supplies to chains, also sought court protection.

Round Table Pizza Inc., which operates 483 restaurants, filed for
Chapter 11 bankruptcy in February.


SBARRO INC: Case Summary & 40 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Sbarro, Inc.
        401 Broadhollow Road
        Melville, NY 11747

Bankruptcy Case No.: 11-11527

Debtor-affiliates that filed separate Chapter 11 petitions:

     Debtor                                  Case No.
     ------                                  --------
     Carmela's of Kirkman Operating, LLC     11-11528
     Carmela's of Kirkman LLC                11-11529
     Carmela's, LLC                          11-11530
     Corest Management, Inc.                 11-11531
     Demefac Leasing Corp.                   11-11532
     Larkfield Equipment Corp.               11-11533
     Las Vegas Convention Center LLC         11-11534
     Sbarro America Properties, Inc.         11-11535
     Sbarro America, Inc.                    11-11536
     Sbarro Blue Bell Express LLC            11-11537
     Sbarro Commack, Inc.                    11-11538
     Sbarro Express LLC                      11-11539
     Sbarro Holdings, LLC                    11-11540
     Sbarro New Hyde Park, Inc.              11-11541
     Sbarro of Las Vegas, Inc.               11-11542
     Sbarro of Longwood, LLC                 11-11543
     Sbarro of Virginia, Inc.                11-11544
     Sbarro Pennsylvania, Inc.               11-11545
     Sbarro Properties, Inc.                 11-11546
     Sbarro's of Texas, Inc.                 11-11548
     Sbarro Venture, Inc.                    11-11547
     Umberto at the Source, LLC              11-11549
     Umberto Deer Park, LLC                  11-11550
     Umberto Hauppauge, LLC                  11-11551
     Umberto Hicksville, LLC                 11-11552
     Umberto Huntington, LLC                 11-11553
     Umberto White Plains, LLC               11-11554

Type of Business: Sbarro Inc. a leading Italian quick service
                  restaurant concept and the largest shopping
                  mall-focused restaurant concept in the world.
                  The Company has 1,056 restaurants in 41
                  countries.

                  Web site: http://www.sbarro.com/

Chapter 11 Petition Date: April 4, 2011

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

Judge: Shelley C. Chapman

Debtors'
General
Bankruptcy
Counsel:          Edward Sassower, Esq.
                  Nicole Greenblatt, Esq.
                  KIRKLAND & ELLIS, LLP
                  601 Lexington Avenue
                  New York, NY 10022-4611
                  Tel: (212) 446-4733
                  Fax: (212) 446-4900
                  E-mail: esassower@kirkland.com
                    ngreenblatt@kirkland.com

Debtors'
Investment
Banker
and
Financial
Advisor:          ROTHSCHILD, INC.

Debtors'
Bankruptcy
Consultants:      PRICEWATERHOUSECOOPERS LLP

Debtors'
Special
Financial
Advisor:          MAROTTA GUND BUDD & DZERA, LLC

Debtors'
Conflicts
Counsel:          CURTIS, MALLET-PREVOST, COLT & MOSLE LLP

Debtors'
Claims
Agent:            EPIQ BANKRUPTCY SOLUTIONS, LLC

Debtors'
Communications
Advisor:          SARD VERBINNEN & CO

Counsel to The
Bank of New York,
as trustee for
the holders of
$150-million of
Senior Notes:     Andrew G. Dietderich , Esq.
                  SULLIVAN & CROMWELL LLP
                  125 Broad Street
                  New York, New York 10004-2498
                  Fax: (212) 291-9041

Counsel to
MidOcean Partners,
Owner of Sbarro's
$34.2 million in
Second-Lien Debt: Susheel Kirpalani, Esq.
                  Daniel S. Holzman, Esq.
                  QUINN EMANUEL URQUHART & SULLIVAN, LLP
                  51 Madison Avenue, 22nd Floor
                  New York, New York 10010
                  Fax: (212) 849-7100

Total Assets: $471,006,000

Total Debts: $486,557,000

The petitions were signed by Stuart M. Steinberg, authorized
signatory.

List of 40 Largest Unsecured Creditors:

Entity/Person                   Nature of Claim     Claim Amount
-------------                   ---------------     ------------
The Bank of New York            Indenture           $150,000,000
101 Barclay Street
New York, New York 10286

Vistar Corporation              Trade                 $2,339,235
Vistar Distribution Centers
12650 E. Arapahoe Road
Building D
Centennial, Colorado 80112

Pepsi Cola Company              Trade                   $159,267

Hawaiian Housewares Ltd.        Trade                    $47,073
d/b/a Hansen Foodservice

Northstar Research Partners     General                  $45,090
                                Corporate
                                Services

Select Produce Inc.             Trade                    $39,276

King Retail Solutions, Inc.     Trade                    $37,534

The Wasserstrom Company         Trade                    $36,304

Radiant Systems, Inc.           Trade                    $33,578

Ecolab Pest Elimination         Trade                    $32,336

P & R Graphics Inc.             Trade                    $31,595

Jersey Lynn Farms, Inc.         Trade                    $31,055

GFS - Henry Lee Co.             Trade                    $29,874
Gordon Food Service

Carl Mazzella                   Trade                    $23,856
d/b/a C. Mazella's Market

Sysco Food Services of          Trade                    $23,765
South Florida

ITW Food Equipment Group LLC    Trade                    $22,361

Mancini Trading Inc.            Trade                    $19,762

Pepsi Cola Bottling Company     Trade                    $19,718

Ben's Produce, Inc.             Trade                    $18,069

Ferraro Foods Inc.              Trade                    $17,130

Coastal Sunbelt Produce Co      Trade                    $16,176

Cesare's Fruit Co.              Trade                    $16,167

Cheney Brothers, Inc.           Trade                    $16,159

Aramark Uniform Services        Trade                    $16,073

Fireserv.                       Trade                    $15,740

Seyed-H Hashemi-Sohi            Trade                    $15,689
d/b/a Sam's Produce

Steiner Corporation             Trade                    $15,226
d/b/a Alsco American Linen

Sysco Las Vegas Inc.            Trade                    $14,509

Leonardo Maniaci                Trade                    $13,675
d/b/a Leonardo's Produce


Mike & Randy Inc.               Trade                    $13,158

Carmen Muni                     Trade                    $13,109
d/b/a George's Market

Sysco Food Services of Central  Trade                    $13,046
Florida, Inc.

Emkay Inc.                      Trade                    $12,963

Cintas Corporation              Trade                    $12,797

Commercial Services, Inc.       Trade                    $12,325

Pepsi Bottling Ventures LLC     Trade                    $12,248

Salinaro Wholesale Meats Inc.   Trade                    $11,998

Duck Delivery Produce           Trade                    $11,843

Desert Produce Sales            Trade                    $11,828

Cigna Healthcare                Trade                    $11,757


SCHUTT SPORTS: Proposes Timeline Regarding Plan Solicitation
------------------------------------------------------------
SSI Liquidating, Inc. and its Debtor affiliates propose this
timeline in accordance with the solicitation of their joint
Chapter 11 Plan of Liquidation:

   * Voting Record Date: March 29, 2011 at 5 p.m. (Prevailing
     Eastern Time);

   * Solicitation Commencement Date: April 1, 2011;

   * Claim Objection Deadline: April 20, 2011 at 4 p.m.
     (Prevailing Eastern Time);

   * Claim Estimation Motion Deadline: April 27, 2011 at 4 p.m.
     (Prevailing Eastern Time);

   * Confirmation Objection Deadline: April 29, 2011 at 4 p.m.
     (Prevailing Eastern Time);

   * Voting Deadline: April 29, 2011 at 5 p.m. (Prevailing
     Eastern Time);

   * Deadline for Claims Agent to submit a tabulation report: two
     days before the Confirmation Hearing;

   * Deadline for responses to Confirmation Objections: two
     Business Days before the Confirmation Hearing;

   * Plan Supplement Deadline: five (5) days before Voting
     Deadline -- April 24, 2011;

   * Confirmation Hearing: May 9, 2011 at 2:30 p.m. (Prevailing
     Eastern Time).

The Debtors previously filed their request to approve their
solicitation procedures and received objections from Windjammer
Mezzanine & Equity Fund II, L.P.; Alan Abeshaus, Eric Abeshaus and
Mitchell Kurlander; and ent and Customized Manufacturing Design &
Technology Co., Ltd. d/b/a Denology Design, Technology &
Manufacturing Solutions.

The Debtors filed a reply to the Objections and asserted that the
disclosure statement contain adequate information for voters to
make informed judgment on the Plan and that the Court should
approve their request to approve the solicitation procedures.

                        About Schutt Sports

Headquartered in Litchfield, Illinois, Schutt Sports, Inc. -- fka
Schutt Manufacturing Company, Schutt Sports Manufacturing Co.,
Schutt Sports Distribution Company, and Schutt Athletic Sales
Company -- and its affiliates manufactured team sporting
equipment, primarily for football, baseball and softball.

Schutt Sports filed for Chapter 11 bankruptcy protection (Bankr.
D. Del. Case No. 10-12795) on Sept. 6, 2010.  The Company was
forced into Chapter 11 by a $29 million patent-infringement
judgment in favor of competitor Riddell Inc.

Victoria Watson Counihan, Esq., at Greenberg Traurig, LLP, serves
as the Debtor's bankruptcy counsel.  Ernst & Young is the
Debtor's financial advisor.  Oppenheimer & Co., Inc., is the
Debtor's investment banker.  Logan & Company is the claims and
notice agent.  The Official Committee of Unsecured Creditors
tapped Lowenstein Sandler PC as its counsel.

The Debtor estimated its assets and debts at $50 million to
$100 million as of the Petition Date.

Platinum Equity in December 2010 completed the acquisition of
substantially all the assets of Schutt Sports through a
transaction conducted under Section 363 of the U.S. Bankruptcy
Code, and Schutt Sports, Inc.'s Chapter 11 estate changed its
name to SSI Liquidating, Inc.


SCOLAR PHARMA: Grant Thornton Raises Going Concern Doubt
--------------------------------------------------------
SCOLR Pharma, Inc., filed on March 29, 2011, its annual report on
Form 10-K for the fiscal year ended Dec. 31, 2010.

Grant Thornton LLP, in Seattle, Washington, expressed substantial
doubt SCOLR Pharma's ability to continue as a going concern.  The
independent auditors noted that the Company incurred a net loss of
$3.2 million during the year ended Dec. 31, 2010, and, as of that
date, the Company had net working capital of $1.9 million.

The Company reported a net loss of $3.20 million on $618,000 of
revenues for 2010, compared with a net loss of $6.87 million on
$935,000 of revenue for 2009.

At Dec. 31, 2010, the Company's balance sheet showed $3.86 million
in total assets, $817,000 in total liabilities, and stockholders'
of $3.04 million.

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

                       http://is.gd/AwL4jx

Bothell, Wash.-based SCOLR Pharma, Inc. OTC BB: SCLR)
-- http://www.scolr.com/-- is a specialty pharmaceutical company
focused on applying its formulation expertise and patented
Controlled Delivery Technology (CDT) platforms to develop novel
prescription pharmaceutical, over-the-counter (OTC), and
nutritional products.


SEAHAWK DRILLING: Hercules Can Proceed With Acquisition Plan
------------------------------------------------------------
James W. Noe, Senior Vice President, General Counsel and Chief
Compliance Officer of Hercules Offshore Inc., said in a regulatory
filing with the Securities and Exchange Commission, on March 30,
2011, the Company received notice of the early termination of the
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended, in connection with the announced planned
acquisition by Hercules and its wholly owned subsidiary, SD
Drilling LLC, of 20 jackup rigs and related assets and enumerated
liabilities from Seahawk Drilling, Inc. and certain of its
subsidiaries.

According to the filing the transaction will be effectuated
pursuant to Section 363 of the Bankruptcy Code, and closing is
subject to bankruptcy court approval as well as other conditions
as provided in the asset purchase agreement.  Assuming such
conditions are achieved, the Company anticipates closing of this
transaction to occur during the second quarter of 2011.

Dow Jones says Hercules agreed in February to acquire Seahawk's 20
shallow-water drilling rigs and other assets for about $100
million in cash and stock.

                     About Seahawk Drilling

Houston, Texas-based Seahawk Drilling, Inc., engages in a jackup
rig business in the United States, Gulf of Mexico, and offshore
Mexico.  It offers rigs and drilling crews on a day rate
contractual basis.

The Company and several affiliates filed for Chapter 11 bankruptcy
protection on Feb. 11, 2011 (Bankr. S.D. Tex. Lead Case Nos.
11-20089).  The Debtors disclosed $504,897,000 in total assets and
$124,474,000 in total debts as of the Petition Date.

Berry D. Spears, Esq., and Johnathan Christiaan Bolton, Esq., at
Fullbright & Jaworkski L.L.P., serve as the Debtors' bankruptcy
counsel.  Jordan, Hyden, Womble, Culbreth & Holzer, P.C., serves
as the Debtors' co-counsel.  Alvarez and Marsal North America,
LLC, is the Debtors' restructuring advisor.  Simmons And Company
International is the Debtors' transaction advisor.  Kurtzman
Carson Consultants LLC is the Debtors' claims agent.

Judy A. Robbins, U.S. Trustee for Region 7, appointed three
creditors to serve on an Official Committee of Unsecured Creditors
of Seahawk Drilling Inc. and its debtor-affiliates.  Heller,
Draper, Hayden, Patrick & Horn, L.L.C., represents the creditors
committee.

The U.S. Trustee also established an Official Committee of Equity
Security Holders, which is represented by Charles R. Gibbs, Esq.
-- cgibbs@akingump.com -- at Akin Gump Strauss Hauer & Feld LLP.
The Equity Panel also tapped Duff & Phelps Securities, LLC, as its
financial advisors.

Seahawk filed for Chapter 11 bankruptcy with a contract for
selling the business to competitor Hercules Offshore Inc. under
in a transaction valued at $105 million.  The price includes
$25 million cash and 22.3 million Hercules shares.  Seahawk said
the sale should pay funded debt and trade suppliers in full.


SEAHAWK DRILLING: Has Final OK to Employ PR Firm Sitrick
--------------------------------------------------------
Seahawk Drilling Inc. and its debtor-affiliates won authority, on
a final basis, to employ Sitrick & Co. Inc. as their corporate
communications consultant.  The Court order acknowledges that
Sitrick holds no interest adverse to the Debtors, their estates,
or their creditors.  The Court also approved the indemnification
and arbitration provisions of the engagement letter.

On the Net: http://sitrick.com/

                     About Seahawk Drilling

Houston, Texas-based Seahawk Drilling, Inc., engages in a jackup
rig business in the United States, Gulf of Mexico, and offshore
Mexico.  It offers rigs and drilling crews on a day rate
contractual basis.

The Company and several affiliates filed for Chapter 11 bankruptcy
protection on Feb. 11, 2011 (Bankr. S.D. Tex. Lead Case Nos. 11-
20089).  The Debtors disclosed $504,897,000 in total assets and
$124,474,000 in total debts as of the Petition Date.  Debtor
Seahawk Drilling Inc. disclosed $208,190,199 in total assets and
$438,458,460 in total liabilities in amended schedules filed with
the Court.

Berry D. Spears, Esq., and Johnathan Christiaan Bolton, Esq., at
Fullbright & Jaworkski L.L.P., serve as the Debtors' bankruptcy
counsel.  Jordan, Hyden, Womble, Culbreth & Holzer, P.C., serves
as the Debtors' co-counsel.  Alvarez and Marsal North America,
LLC, is the Debtors' restructuring advisor.  Simmons And Company
International is the Debtors' transaction advisor.  Kurtzman
Carson Consultants LLC is the Debtors' claims agent.

Judy A. Robbins, U.S. Trustee for Region 7, appointed three
creditors to serve on an Official Committee of Unsecured Creditors
of Seahawk Drilling Inc. and its debtor-affiliates.  Heller,
Draper, Hayden, Patrick & Horn, L.L.C., represents the creditors
committee.

The U.S. Trustee also established an Official Committee of Equity
Security Holders, which is represented by Charles R. Gibbs, Esq.,
at Akin Gump Strauss Hauer & Feld LLP.  The Equity Panel also
tapped Duff & Phelps Securities, LLC, as its financial advisors.

Seahawk filed for Chapter 11 bankruptcy with a contract for
selling the business to competitor Hercules Offshore Inc. under
in a transaction valued at $105 million.  The price includes
$25 million cash and 22.3 million Hercules shares.  Seahawk said
the sale should pay funded debt and trade suppliers in full.


SHERIDAN GROUP: Has Significant Debt Maturing in Next 12 Months
---------------------------------------------------------------
The Sheridan Group, Inc., filed on March 30, 2011, its annual
report on Form 10-K for the fiscal year ended Dec. 31, 2010.

PricewaterhouseCoopers LLP, in Baltimore, Maryland, expressed
substantial doubt about The Sheridan Group, Inc.'s ability to
continue as a going concern.  The independent auditors noted that
the Company has a significant amount of current debt maturing
within the next twelve months and will need to raise additional
capital in order to settle these obligations.

"All of our outstanding debt matures on Aug. 15, 2011, with a
balance due at maturity of $142.9 million," Company said in the
filing.  "We do not have sufficient funds, nor do we anticipate
generating sufficient funds from operations to repay the notes.
Additionally, our working capital facility, for which we had no
borrowings outstanding as of Dec. 31, 2010, is scheduled to
terminate on May 25, 2011."

The Company reported a net loss of $5.9 million on $266.2 million
of sales for 2010, compared with net income of $8.2 million on
$293.9 million of sales for 2009.

At Dec. 31, 2010, the Company's balance sheet showed
$241.5 million in total assets, $203.4 million in total
liabilities, and stockholders' equity of $38.1 million.

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

                       http://is.gd/92WgPX

Hunt Valley, Maryland-based The Sheridan Group, Inc.
-- http://www.sheridan.com/-- is a specialty printer offering a
full range of printing and value-added support services for the
journal, catalog, magazine and book markets.


SHERIDAN GROUP: Announces New $150MM Senior Secured Note Offering
-----------------------------------------------------------------
The Sheridan Group, Inc., announced Wednesday that it intends to
commence an offering, subject to market and other conditions, of
$150 million aggregate principal amount of its senior secured
notes due 2014.  The notes will be senior secured obligations of
the Company and will be guaranteed by certain of its subsidiaries.

The Company intends to use the proceeds from the offering to repay
or otherwise redeem its existing 10.25% senior secured notes due
2011 and to pay related fees and expenses associated with the
offering and related transactions.


The notes and related guarantees are being offered in a private
placement solely to qualified institutional buyers in reliance on
Rule 144A under the Securities Act of 1933, as amended, or outside
the United States to persons other than "U.S. persons" in
compliance with Regulation S under the Securities Act.  The notes
and related guarantees will not be initially registered under the
Securities Act or the securities laws of any other jurisdiction
and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements.

The press release does not constitute an offer to sell or a
solicitation of an offer to buy the notes or any other securities,
and will not constitute an offer, solicitation or sale in any
state or jurisdiction in which such an offer, solicitation or sale
would be unlawful.

                        About Sheridan Group

Hunt Valley, Maryland-based The Sheridan Group, Inc.
-- http://www.sheridan.com/-- is a specialty printer offering a
full range of printing and value-added support services for the
journal, catalog, magazine and book markets.

The Sheridan Group is comprised of The Sheridan Press, Dartmouth
Printing Company, Dartmouth Journal Services, United Litho, The
Dingley Press, and Sheridan Books.  Each company has a market
specialty - scholarly journals, magazines, catalogs, or books.

The Company reported a net loss of $5.9 million on $266.2 million
of sales for 2010, compared with net income of $8.2 million on
$293.9 million of sales for 2009.

At Dec. 31, 2010, the Company's balance sheet showed
$241.5 million in total assets, $203.4 million in total
liabilities, and  stockholders' equity of $38.1 million.

                          *     *     *

PricewaterhouseCoopers LLP, in Baltimore, Maryland, expressed
substantial doubt about The Sheridan Group, Inc.'s ability to
continue as a going concern, following the Company's results for
the fiscal year ended Dec. 31, 2010.  The independent auditors
noted that the Company has a significant amount of current debt
maturing within the next twelve months and will need to raise
additional capital in order to settle these obligations.


SHIVAM NEPTUNE: Case Summary & 19 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Shivam Neptune, LLC
        dba Days Inn Neptune Beach
        1401 Atlantic Boulevard
        Neptune Beach, FL 32266

Bankruptcy Case No.: 11-02372

Chapter 11 Petition Date: March 31, 2011

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

Debtor's Counsel: Robert A. Heekin, Jr., Esq.
                  STUTSMAN, THAMES & MARKEY, P.A.
                  50 N. Laura Street, Suite 1600
                  Jacksonville, FL 32202
                  Tel: (904) 358-4000
                  Fax: (904) 358-4001
                  E-mail: rah@stmlaw.net

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

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

A list of the Company's 19 largest unsecured creditors filed
together with the petition is available for free at:

The petition was signed by Nilesh Patel, managing member.


SHOPS AT PRESTONWOOD: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: The Shops at Prestonwood, LP
        4560 Beltline
        Addison, TX 75001

Bankruptcy Case No.: 11-32209

Chapter 11 Petition Date: April 1, 2011

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

Judge: Harlin DeWayne Hale

Debtor's Counsel: Melissa S. Hayward, Esq.
                  FRANKLIN SKIERSKI LOVALL HAYWARD LLP
                  10501 N. Central Expressway, Suite 106
                  Dallas, TX 75231
                  Tel: (972) 755-7104
                  Fax: (972) 755-7114
                  E-mail: MHayward@FSLHlaw.com

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

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

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

The petition was signed by Harold Holigan, chairman of JAMP Mgmt.
Group VI, LLC, general partner.


SHOWERS OF BLESSING: Case Summary & 3 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Showers of Blessing Christian Center, Incorporated
        P.O. Box 2916
        Rocky Mount, NC 27802

Bankruptcy Case No.: 11-02480

Chapter 11 Petition Date: March 31, 2011

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

Judge: J. Rich Leonard

Debtor's Counsel: Michael P. Peavey, Esq.
                  P.O. Box 1115
                  Wilson, NC 27894-1115
                  Tel: (252) 291-8020
                  Fax: (252) 291-8309
                  E-mail: mpeavey@peaveylaw.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 three largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/nceb11-02480.pdf

The petition was signed by Dr. Bernard Grant, president.


SHUBH HOTELS PITTSBURGH: Ch. 11 Trustee Hires Accountant
--------------------------------------------------------
James R. Walsh, the Chapter 11 Trustee of the bankruptcy estate of
Shubh Hotels Pittsburgh, LLC, seeks to hire as accountants:

          Salvatore Muccio, CPA
          LITMAN GERSON ASSOCIATES, LLP
          600 West Cummings Park, Suite 4410
          Woburn, MA 01801

The Chapter 11 Trustee has determined that the Debtor has not
filed required federal, state and local tax returns for 2007,
2008, and 2009, and is required to file the returns for 2010.
Hence, the Chapter 11 Trustee needs the services of an accountant.

Litman has been engaged by the Debtor to prepare previous years
returns.

Litman has agreed to waive, surrender, release and discharge any
all amounts due it for services rendered prior to the Court's
approval of its retention, and limit its compensation to the
amounts provided for in its engagement letter.

Litman has agreed to prepare the returns at the rate of $8,125 per
year, for a total project fee of $32,500, plus out of pocket
reasonable expenses.  Travel expenses will be capped at $3,000.
Litman will seek a $16,250 retainer upon Court approval of its
retention.

The Court will consider the request at a hearing on April 19,
2011, at 10:00 a.m. in Pittsburgh.

                   About Shubh Hotels Pittsburgh

Boca Raton, Florida-based Shubh Hotels Pittsburgh, LLC, owns and
operates the largest hotel in the city of Pittsburgh.  For roughly
50 years, the Hotel operated as a Hilton franchise.  Hilton
terminated the Hilton Franchise Agreement by letter dated Sept. 1,
2010.  Shubh Hotels Pittsburgh filed for Chapter 11 bankruptcy
(Bankr. W.D. Pa. Case No. 10-26337) on Sept. 7, 2010, Judge
Jeffery A. Deller presiding.  The Debtor is represented by David
K. Rudov, Esq. -- drudov@rudovstein.com -- at Rudov & Stein; and
Scott M. Hare, Esq. -- scott@scottlawpgh.com -- as bankruptcy
counsel.  James R. Walsh -- jwalsh@spencecuster.com -- was
appointed as Chapter 11 Trustee on Feb. 7, 2011.  He is
represented by lawyers at his firm, Spence, Custer, Saylor, Wolfe
& Rose.  An Official Committee of Unsecured Creditors has been
appointed in the case.  The Creditor Committee is represented by
The Law Office of Christopher A. Boyer -- boyerlaw@hotmail.com --
and David W. Lampl, Esq. and John M. Steiner, Esq. --
bankruptcy@leechtishman.com -- at Leech Tishman Fuscaldo & Lampl
LLC.  The Debtor estimated its assets at $10 million to
$50 million and debts at $50 million to $100 million.


SHUBH HOTELS PITTSBURGH: Creditors Panel Hires Fin'l Advisors
-------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
bankruptcy case of Shubh Hotels Pittsburgh, LLC, won authority to
retain Meridian Financial Advisors, Ltd., as its financial
advisors, effective Feb. 21, 2011.

Margaret M. Good, president of Meridian, attests that the firm
does not hold or represent an interest adverse to the Debtor, its
creditors, or its estate with respect to matters for which the
firm's professionals will be engaged, and that Meridian is a
"disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code.

                   About Shubh Hotels Pittsburgh

Boca Raton, Florida-based Shubh Hotels Pittsburgh, LLC, owns and
operates the largest hotel in the city of Pittsburgh.  For roughly
50 years, the Hotel operated as a Hilton franchise.  Hilton
terminated the Hilton Franchise Agreement by letter dated Sept. 1,
2010.  Shubh Hotels Pittsburgh filed for Chapter 11 bankruptcy
(Bankr. W.D. Pa. Case No. 10-26337) on Sept. 7, 2010, Judge
Jeffery A. Deller presiding.  The Debtor is represented by David
K. Rudov, Esq. -- drudov@rudovstein.com -- at Rudov & Stein; and
Scott M. Hare, Esq. -- scott@scottlawpgh.com -- as bankruptcy
counsel.  James R. Walsh -- jwalsh@spencecuster.com -- was
appointed as Chapter 11 Trustee on Feb. 7, 2011.  He is
represented by lawyers at his firm, Spence, Custer, Saylor, Wolfe
& Rose.  An Official Committee of Unsecured Creditors has been
appointed in the case.  The Creditor Committee is represented by
The Law Office of Christopher A. Boyer -- boyerlaw@hotmail.com --
and David W. Lampl, Esq. and John M. Steiner, Esq. --
bankruptcy@leechtishman.com -- at Leech Tishman Fuscaldo & Lampl
LLC.  The Debtor estimated its assets at $10 million to
$50 million and debts at $50 million to $100 million.


SIGNAL HILL: U.S. Trustee Unable to Form Creditors Committee
------------------------------------------------------------
W. Clarkson McDow, Jr., Unites States Trustee for Region 4, has
not appointed an unsecured creditors committee in the Chapter 11
case of Signal Hill Crossroads, LLC, pursuant to 11 U.S.C.,
Section 1102, as there is an insufficient number of persons
eligible or willing to serve on said committee.

Vienna, Virginia-based Signal Hill Crossroads, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. Case W.D. Va. No. 11-
60365) on Feb. 14, 2011.  Douglas E. Little, Esq., at Douglas E.
Little, Attorney At Law, in Charlottesville, Va., serves at the
Debtor's bankruptcy counsel.  The Debtor estimated its assets at
$10 million to $50 million and debts at $1 million to $10 million.


SIGNAL VILLAGE: Files Schedules of Assets and Liabilities
---------------------------------------------------------
Signal Hill Crossroads, LLC, filed with the U.S. Bankruptcy Court
for the Western District of Virginia its schedules of assets and
liabilities, disclosing:

  Name of Schedule                        Assets       Liabilities
  ----------------                        ------       -----------
A. Real Property                      $12,000,000
B. Personal Property                       $4,027
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                       $4,396,835
E. Creditors Holding
   Unsecured Priority
   Claims                                                       $0
F. Creditors Holding
   Unsecured Non-priority
   Claims                                                 $519,409
                                      -----------      -----------
      TOTAL                           $12,004,027       $4,916,244

Vienna, Virginia-based Signal Hill Crossroads, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. Case W.D. Va. No. 11-
60365) on Feb. 14, 2011.  Douglas E. Little, Esq., at Douglas E.
Little, Attorney At Law, in Charlottesville, Va., serves at the
Debtor's bankruptcy counsel.


SITEBRAND INC: Delays Filing of Annual Financial Statements
-----------------------------------------------------------
SiteBrand Inc. announced on April 1, 2011, that it is late in
filing its annual financial statements, MD&A and related CEO and
CFO certificates for its fiscal year-ended Nov. 30, 2010.  The
Year End Filings are required to be filed no later than March 30,
2011.

The late filing of the Year End Filings is due to the previously
announced bankruptcy of the Company's operating subsidiary,
SiteBrand.com Inc., and the related constraints on resources and
uncertainty surrounding the Company's strategic alternatives.  The
Company has announced that it intends to complete a private
placement and has made arrangements to finalize and audit its
annual financial statements for its fiscal year-ended November 30,
2010.

As a result of this delay in filing, a cease trade order can be
issued by the securities regulatory authorities for so long as the
Year End Filings have not been made.  The issuance of a cease
trade order would prevent trading in SiteBrand shares generally
and the issuance of any securities by SiteBrand.

In the event that a cease trade order is issued, SiteBrand can
apply for and obtain a full or partial revocation of the cease
trade order in the appropriate circumstances. There can be no
certainty that such a full or partial revocation order will be
granted.

                      About SiteBrand Inc.

Based in Quebec, Canada, Sitebrand Inc. (CVE:SIB) --
http://www.sitebrand.com/-- is engaged in the business of online
marketing solutions.  The Company's Sitebrand Segment&Serve
personalization platform is designed to solve challenges faced by
online retailers and multichannel vendors: the need to convert a
higher percentage of their Web traffic into online or in-store
buyers and to build deeper, more profitable long-term customer
relationships.  The Company uses real-time technology to assess
visitor information: past transactions, key word searches and
geographic location to recognize patterns in visitor behavior and
to predict, in one or two clicks, why a visitor has come to a
particular site and what type of message would interest that
visitor. Utilizing Sitebrand's Segment&Serve solution, Sitebrand
can personalize any of the online content presented to the visitor
regardless of the medium. This includes Websites, e-mail, landing
pages, search engine marketing, affiliate marketing, banner
advertising and kiosks.


SMITHVILLE CROSSING: Case Summary & 9 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Smithville Crossing, LLC
        1327 Live Oak Parkway
        Wilmington, NC 28403

Bankruptcy Case No.: 11-02573

Chapter 11 Petition Date: April 1, 2011

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

Judge: J. Rich Leonard

Debtor's Counsel: George M. Oliver, Esq.
                  OLIVER & FRIESEN, PLLC
                  P.O. Box 1548
                  New Bern, NC 28563
                  Tel: (252) 633-1930
                  Fax: (252) 633-1950
                  E-mail: efile@oliverandfriesen.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 nine largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/nceb11-02573.pdf

The petition was signed by Glenn Richardson, Jr., member.


SOLTERRA CONDOMINIUMS: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Solterra Condominiums LLC
        14641 North 74th Street
        Scottsdale, AZ 85260

Bankruptcy Case No.: 11-08802

Chapter 11 Petition Date: March 31, 2011

Court: U.S. Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Randolph J. Haines

Debtor's Counsel: Thomas H. Allen, Esq.
                  ALLEN, SALA & BAYNE, PLC
                  Viad Corporate Center
                  1850 N. Central Avenue, #1150
                  Phoenix, AZ 85004
                  Tel: (602) 256-6000
                  Fax: (602) 252-4712
                  E-mail: tallen@asbazlaw.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 Steven Ohlhausen, manager.


SOUTH CENTER: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: South Center Street II, LLC
        18861 SW Martinazzi Avenue, Suite 205
        Tualatin, OR 97062

Bankruptcy Case No.: 11-32685

Chapter 11 Petition Date: March 31, 2011

Court: United States Bankruptcy Court
       District of Oregon

Judge: Elizabeth L. Perris

Debtor's Counsel: Ted A. Troutman, Esq.
                  MUIR & TROUTMAN
                  16100 NW Cornell Rd #200
                  Beaverton, OR 97006
                  Tel: (503) 292-6788
                  E-mail: tedtroutman@gmail.com

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

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 Preston C. Hiefield, III, managing
member.


SOUTH EDGE: Ch. 11 Trustee Hires Milbank as Lead Counsel
--------------------------------------------------------
Cynthia Nelson, the Court-appointed Chapter 11 Trustee in the
chapter 11 case of South Edge LLC, will return to the Court on
April 19, 2011, at 10:00 a.m., to seek approval of her request to
hire as lead bankruptcy counsel:

          Paul S. Aronzon, Esq.
          Robert J. Moore, Esq.
          MILBANK, TWEED, HADLEY & McCLOY LLP
          601 South Figueroa Street, 30th Floor
          Los Angeles, CA 90017
          Telephone: (213) 892-4000
          Facsimile: (213) 629-5063

Milbank's Robert J. Moore attests that Milbank has no connection
with the Chapter 11 Trustee, the Debtor, the Debtor's creditors,
the United States Trustee, Judge Bruce A. Markell, or any other
party with an actual or potential interest in the Chapter 11 Case
or their attorneys or accountants.  In addition, Milbank does not
hold or represent an interest adverse to the Debtor's estate and
does not have any connection with the Debtor, its creditors, or
any other party in interest in the Chapter 11 Case, or their
respective attorneys or advisors.  Milbank is a "disinterested
person," as defined in section 101(14) of the Bankruptcy Code as
modified by section 1107(b).

Milbank will charge the Chapter 11 Trustee a flat, hourly fixed
rate of $675 for the services of Milbank's professionals, subject
to annual adjustment in the ordinary course.  According to the
Chapter 11 Trustee's application, if Milbank's total fees based
upon the firm's prevailing standard hourly billing rates for any
billing period would have been less than the fees as calculated
and allowed at the Fixed Rate for the period, then Milbank will be
paid fees for such period in an amount equal to the Standard Rate
Fees, subject to semi-annual true-ups and a final true-up at the
end of the engagement.  Milbank has reserved the right to seek
reasonable modifications to its fee arrangement at the end of the
Chapter 11 Case under appropriate circumstances.

Moreover, Milbank will receive a dollar-for-dollar credit for the
difference between its Fixed Rate Fees and its Standard Rate Fees
for any six month billing period -- True Up Period -- in which
Milbank's Fixed Rate Fees are less than its Standard Rate Fees.
To the extent that (i) a Credit exists and has not previously been
applied and (ii) Milbank's Standard Rate Fees for current, prior
or subsequent True Up Period are less than its Fixed Rate Fees for
the True Up Period.  Milbank will be entitled to apply such Credit
and receive from the estate on account of such Credit payment not
to exceed the extent of such Shortfall.  Any portion of a Credit
that is not applied to pay a Shortfall will remain available for
subsequent application and payment against any future Shortfall.
Prior to Milbank's receipt of payment on account of any Credit,
Milbank shall submit a statement of its Actual Fees, the amount of
any Shortfall and the amount of the Credit to the Office of United
States Trustee for verification.

Milbank has not received an advance payment to establish a
retainer to pay for legal services rendered or to be rendered to
the Chapter 11 Trustee in connection with the Chapter 11 Case.

                         About South Edge

Las Vegas, Nevada-based South Edge LLC owns the Inspirada project,
an uncompleted 2,000-acre residential development in Henderson,
Nevada, about 16 miles (26 kilometers) southeast of Las Vegas.
The eight owners of the project include an affiliate of KB Home, a
49% owner.  Other owners are Coleman Toll LP with 10.5%, Pardee
Homes Nevada Inc. with 4.9%, Meritage Homes with 3.5%, and Beazer
Homes USA Inc. with 2.6%.

JPMorgan Chase Bank, N.A., Credit Agricole Corporate and
Investment Bank, and Wells Fargo Bank, N.A., filed an involuntary
chapter 11 bankruptcy petition (Bankr. D. Nev. Case No. 10-32968)
on Dec. 9, 2010, against South Edge, LLC.  The petitioning
creditors are part of a lender group that provided a $595 million
credit.  New York-based JPMorgan serves as lender and agent for
the group.  South Edge filed motions to dismiss the involuntary
petition.

The Court conducted a contested trial on Jan. 24 and 25, 2011, and
Feb. 2 and 3, 2011.  On Feb. 3, 2011, the Court entered an order
for relief under Chapter 11 of the Bankruptcy Code against the
Debtor and issued an order directing the appointment of a chapter
11 trustee.  The United States Trustee appointed Cynthia Nelson to
serve as Chapter 11 trustee on Feb. 20, 2011.  The Court approved
the appointment three days later.

South Edge is represented by:

          David M. Stern, Esq.
          Martin R. Barash, Esq.
          Matthew C. Heyn, Esq.
          Robert J. Pfister, Esq.
          Whitman L. Holt, Esq.
          KLEE, TUCHIN, BOGDANOFF AND STERN LLP
          1999 Avenue of the Stars, 39th Floor
          Los Angeles, CA 90067
          Tel: (310) 407-4005
          Fax: (310) 407-9090
          E-mail: mbarash@ktbslaw.com
                  mheyn@ktbslaw.com
                  rpfister@ktbslaw.com
                  wholt@ktbslaw.com

               - and -

          Samuel A. Schwartz
          THE SCHWARTZ LAW FIRM, INC.
          701 E. Bridger Avenue, Ste 120
          Las Vegas, NV 89101
          Tel: (702) 385-5544
          Fax: (702) 385-2741
          E-mail: sam@schwartzlawyers.com

Petitioning creditors JPMorgan Chase Bank, N.A., and Wells Fargo
Bank, N.A., are represented by:

          Damion K. L. Stodola, Esq.
          James E. Hough, Esq.
          Jamie A. Levitt, Esq.
          Jordan A. Wishnew, Esq.
          Norman S. Rosenbaum, Esq.
          MORRISON AND FOERSTER LLP
          1290 Avenue of the Americas
          New York, NY 10104
          Tel: 212-468-8000

               - and -

          G. Larry Engel, Esq.
          Kristin A. Hiensch, Esq.
          MORRISON AND FOERSTER LLP
          425 Market Street
          San Francisco, CA 94105
          Tel: (415) 268-7000

               - and -

          Brent C. Gardner, Esq.
          LEWIS AND ROCA LLP
          40 N. Central Ave.
          Phoenix, AZ 85004-4429
          Tel: (602) 262-5747
          E-mail: BGardner@LRLaw.com

               - and -

          Robert M. Charles, Jr.
          LEWIS AND ROCA LLP
          3993 Howard Hughes Pkwy, Ste 600
          Las Vegas, NV 89169
          Tel: (702) 949-8320
          Fax: (702) 949-8321
          E-mail: rcharles@lrlaw.com

Petitioning creditor Credit Agricole Corporate and Investment Bank
is represented by:

          Charles A. Beckham, Jr.
          Christopher L. Castillo
          HAYNES AND BOONE LLP
          One Houston Center
          1221 McKinney St., Ste. 2100
          Houston, TX 77010
          Tel: 713-547-2243

               - and -

          Brian E. Holthus, Esq.
          Tyler N. Ure, Esq.
          JOLLEY URGA WIRTH WOODBURY & STANDISH
          3800 Howard Hughes Pkwy #1600
          Las Vegas, NV 89109
          Tel: (702) 699-7500
          Fax: (702)699-7555
          E-mail: bankruptcy@juww.com


SOUTH EDGE: Ch. 11 Trustee Taps Jones Vargas as Local Counsel
-------------------------------------------------------------
Judge Bruce A. Markell will convene a hearing on April 19, 2011,
at 10:00 a.m., to consider the request of Cynthia Nelson, the
Court-appointed Chapter 11 Trustee in the bankruptcy case of South
Edge, LLC, to retain as its local counsel, nunc pro tunc, as of
March 3, 2011:

          Tracy A. DiFillippo, Esq.
          Conor P. Flynn, Esq.
          JONES VARGAS
          3773 Howard Hughes Parkway
          Third Floor South
          Las Vegas, NV 89169
          Telephone: (702) 862-3300
          Facsimile: (702) 737-7705
          E-mail: tdifillippo@jonesvargas.com

Jones Vargas will assist Milbank, Tweed, Hadley & McCoy, LLP, in
its representation of the Chapter 11 Trustee.

In addition, the firm will advise the Chapter 11 Trustee with
respect to the evaluation of infrastructure development and
applications for reimbursement under Local Improvement District
Bonds; and advise the Chapter 11 Trustee regarding rights and
obligations under agreements, covenants or state or local laws
affecting the subdivision of land and land use, including (i)
zoning and other entitlement issues, (ii) special or conditional
uses, (iii) review and possible renegotiation with local
governmental authorities, including the City of Henderson, of
development, parks, and annexation agreements and other
obligations to local governments.

Jones Vargas is widely recognized in Nevada for its expertise in
residential, office, industrial, and retail development. Projects
have included developer's and lender's counsel for several master
planned communities, high rise condominium developments,
condominium conversions, golf course developments, the Las Vegas
Furniture Mart Development, the Las Vegas Monorail, and utility
projects.

The firm has also served as counsel to lenders, borrowers,
guarantors, the RTC and, more recently, entities acquiring failed
bank assets from the FDIC.

The firm's Tracy A. DiFillippo, Esq., attests Jones Vargas has no
connection with the Chapter 11 Trustee, the Debtor, the Debtor's
creditors, the United States Trustee, Judge Bruce A. Markell, or
any other party with an actual or potential known interest in the
Chapter 11 Case. In addition, Jones Vargas does not hold or
represent an interest adverse to the Debtor's estate.

The firm's Gary Goodheart, Tracy DiFillippo and Conor Flynn will
be the attorneys primarily responsible for the local counsel
designations in the bankruptcy and appeal matters. Michael Buckley
and Edward Garcia will be the attorneys primarily responsible for
the real estate matters and land use related to the bankruptcy.

Jones Vargas will be paid its customary hourly rates.   Gary
Goodheart's current rate is $450 per hour, Michael Buckley's
current rate is $550 per hour, Edward Garcia's current rate is
$450 per hour, Tracy DiFillippo's current rate is $375 per hour,
and Conor Flynn's current rate is $195 per hour.  Other attorneys
at Jones Vargas are generally billed at $195 to $700 per hour and
paralegals and law clerks are billed at $145 to $185.

Jones Vargas has not received an advance payment to establish a
retainer to pay for legal services rendered or to be rendered to
the Chapter 11 Trustee in connection with the Chapter 11 case.

                         About South Edge

Las Vegas, Nevada-based South Edge LLC owns the Inspirada project,
an uncompleted 2,000-acre residential development in Henderson,
Nevada, about 16 miles (26 kilometers) southeast of Las Vegas.
The eight owners of the project include an affiliate of KB Home, a
49% owner.  Other owners are Coleman Toll LP with 10.5%, Pardee
Homes Nevada Inc. with 4.9%, Meritage Homes with 3.5%, and Beazer
Homes USA Inc. with 2.6%.

JPMorgan Chase Bank, N.A., Credit Agricole Corporate and
Investment Bank, and Wells Fargo Bank, N.A., filed an involuntary
chapter 11 bankruptcy petition (Bankr. D. Nev. Case No. 10-32968)
on Dec. 9, 2010, against South Edge, LLC.  The petitioning
creditors are part of a lender group that provided a $595 million
credit.  New York-based JPMorgan serves as lender and agent for
the group.  South Edge filed motions to dismiss the involuntary
petition.

The Court conducted a contested trial on Jan. 24 and 25, 2011, and
Feb. 2 and 3, 2011.  On Feb. 3, 2011, the Court entered an order
for relief under Chapter 11 of the Bankruptcy Code against the
Debtor and issued an order directing the appointment of a chapter
11 trustee.  The United States Trustee appointed Cynthia Nelson to
serve as Chapter 11 trustee on Feb. 20, 2011.  The Court approved
the appointment three days later.

South Edge is represented by lawyers at Klee, Tuchin, Bogdanoff
and Stern LLP, and The Schwartz Law Firm, Inc., as legal counsel.
Petitioning creditors JPMorgan Chase Bank, N.A., and Wells Fargo
Bank, N.A., are represented by lawyers at Morrison and Foerster
LLP; and Lewis and Roca LLP.  Credit Agricole is represented by
lawyers at Haynes and Boone LLP, and Jolley Urga Wirth Woodbury &
Standish.


SOUTH EDGE: Ch. 11 Trustee Hires FTI as Financial Advisors
----------------------------------------------------------
Cynthia Nelson, the Chapter 11 Trustee for South Edge, LLC, seeks
permission from the Bankruptcy Court to retain FTI Consulting,
Inc., together with its wholly owned subsidiaries, agents and
independent contractors, as financial advisors.  A hearing on the
Chapter 11 Trustee's request is slated for April 19, 2011, at
10:00 a.m.

Ms. Nelson is a Senior Managing Director at FTI.  In her
application, Ms. Nelson says the long-standing working
relationship between the Chapter 11 Trustee and the FTI financial
advisory team will greatly reduce time spent communicating between
them and duplicate activities (such as multiple parties at
meetings, more than one quality control review, etc.) that are
wasteful of estate resources and create potential delays in the
administration of the estate, which would be required if there was
an unaffiliated financial advisor.

The FTI financial advisory team will be led by M. Freddie Reiss, a
Senior Managing Director of FTI based in Los Angeles.

Mr. Reiss attests that FTI and the consultants comprising or
employed by it do not hold or represent an interest adverse to the
estate and do not have any connection with the Debtor, its
creditors, or any other party in interest in the case, or the
respective attorneys or advisors.  Mr. Reiss notes that FTI or its
employees in the past may have represented or in the future may
represent one or more creditors of the Debtor or other parties in
interest in the Debtor's bankruptcy case.  FTI does not believe
these relationships constitute an actual or potential conflict
under Section 1103(b) of the Bankruptcy Code.

FTI is not owed any amounts with respect to pre-petition fees and
expenses.

In an effort to control costs, the Chapter 11 Trustee has
requested that FTI bill its time using a negotiated fixed hourly
rate. FTI has agreed that it will charge the Trustee a flat,
hourly fixed rate of $525, subject to annual adjustment in the
ordinary course.

If FTI's total fees based upon FTI's prevailing standard hourly
billing rates for any billing period would have been less than the
fees as calculated and allowed at the Fixed Rate for such period,
then FTI will be paid fees for the period in an amount equal to
the Standard Rate Fees, subject to semi-annual true-ups and a
final true-up at the end of the engagement.  FTI will receive a
dollar-for-dollar credit for the difference between its Fixed Rate
Fees and its Standard Rate Fees for any six month billing period
-- True Up Period -- in which FTI's Fixed Rate Fees are less than
its Standard Rate Fees.  To the extent that (i) a Credit exists
and has not previously been applied and (ii) FTI's Standard Rate
Fees for current, prior or subsequent True Up Period are less than
its Fixed Rate Fees for such True Up Period.  FTI will be entitled
to apply such Credit and receive from the estate on account of
such Credit payment not to exceed the extent of such Shortfall.
Any portion of a Credit that is not applied to pay a Shortfall
will remain available for subsequent application and payment
against any future Shortfall.  Prior to FTI's receipt of payment
on account of any Credit, FTI shall submit a statement of its
Actual Fees, the amount of any Shortfall and the amount of the
Credit to the Office of United States Trustee for verification.

                         About South Edge

Las Vegas, Nevada-based South Edge LLC owns the Inspirada project,
an uncompleted 2,000-acre residential development in Henderson,
Nevada, about 16 miles (26 kilometers) southeast of Las Vegas.
The eight owners of the project include an affiliate of KB Home, a
49% owner.  Other owners are Coleman Toll LP with 10.5%, Pardee
Homes Nevada Inc. with 4.9%, Meritage Homes with 3.5%, and Beazer
Homes USA Inc. with 2.6%.

JPMorgan Chase Bank, N.A., Credit Agricole Corporate and
Investment Bank, and Wells Fargo Bank, N.A., filed an involuntary
chapter 11 bankruptcy petition (Bankr. D. Nev. Case No. 10-32968)
on Dec. 9, 2010, against South Edge, LLC.  The petitioning
creditors are part of a lender group that provided a $595 million
credit.  New York-based JPMorgan serves as lender and agent for
the group.  South Edge filed motions to dismiss the involuntary
petition.

The Court conducted a contested trial on Jan. 24 and 25, 2011, and
Feb. 2 and 3, 2011.  On Feb. 3, 2011, the Court entered an order
for relief under Chapter 11 of the Bankruptcy Code against the
Debtor and issued an order directing the appointment of a chapter
11 trustee.  The United States Trustee appointed Cynthia Nelson to
serve as Chapter 11 trustee on Feb. 20, 2011.  The Court approved
the appointment three days later.

South Edge is represented by lawyers at Klee, Tuchin, Bogdanoff
and Stern LLP, and The Schwartz Law Firm, Inc., as legal counsel.
Petitioning creditors JPMorgan Chase Bank, N.A., and Wells Fargo
Bank, N.A., are represented by lawyers at Morrison and Foerster
LLP; and Lewis and Roca LLP.  Credit Agricole is represented by
lawyers at Haynes and Boone LLP, and Jolley Urga Wirth Woodbury &
Standish.


SPECIALTY PRODUCTS: Seeks Another Six Months' Exclusivity
---------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
Specialty Products Holding Corp. and Bondex International Inc. are
requesting a six-month extension of the exclusive right to propose
a Chapter 11 plan while they proceed with efforts to extract
information from asbestos claimants.  If granted by the bankruptcy
court in Delaware at a May 23 hearing, the so-called exclusivity
would be extended to Sept. 30.

According to the report, the Company explains how it filed four
separate motions to gather information about asbestos claims from
claimants themselves, lawyers for asbestos claimants, and trusts
created to deal with asbestos claims in other completed Chapter 11
cases.

Mr. Rochelle relates that the bankruptcy court has held five
hearings on the discovery motions since November.  So far, none
has been approved given opposition from asbestos claimants, their
lawyers, and asbestos trusts.  The most progress has been made on
a protocol for receiving information from claimants themselves.

                     About Specialty Products

Cleveland, Ohio-based Specialty Products Holdings Corp., aka RPM,
Inc., is a wholly owned subsidiary of RPM International Inc.  The
Company is the holding company parent of Bondex International,
Inc., and the direct or indirect parent of certain additional
domestic and foreign subsidiaries.  The Company claims to be a
leading manufacturer, distributor and seller of various specialty
chemical product lines, including exterior insulating finishing
systems, powder coatings, fluorescent colorants and pigments,
cleaning and protection products, fuel additives, wood treatments
and coatings and sealants, in both the industrial and consumer
markets.

Specialty Products, along with affiliates, filed Chapter 11
petitions to create a trust taking over liability for 10,000
asbestos claims.

Specialty Products filed for Chapter 11 bankruptcy (Bankr. D. Del.
Lead Case No. 10-11780) on May 31, 2010, estimating its assets and
debts at $100 million to $500 million.  The Company's affiliate,
Bondex International, Inc., filed a separate Chapter 11 petition
on May 31, 2010 (Case No. 10-11779), estimating its assets and
debts at $100 million to $500 million.

Gregory M. Gordon, Esq., Dan B. Prieto, Esq., and Robert J. Jud,
Esq., at Jones Day, serve as bankruptcy counsel to the
Debtors.  Daniel J. DeFranceschi, Esq., and Zachary I. Shapiro,
Esq., at Richards Layton & Finger, serve as co-counsel.  Logan and
Company is the Company's claims and notice agent.  Blackstone
Advisory Partners L.P. is the Debtors' financial advisor and
investment banker.

As of the Petition Date, the Debtors were defendants in over
10,000 pending asbestos-related bodily injury lawsuits.  A
significant portion of these lawsuits involve mesothelioma claims.

Attorneys at Montgomery McCracken Walker & Rhoads, LLP, serve as
counsel to the Committee of Asbestos Personal Injury Claimants.


ST. VINCENT'S: Coalition Wants to Access Health Records
-------------------------------------------------------
Tara Kyle at Digital Network Associates dba DNAinfo.com reports
that a court order blocking the release of financial records from
the now shuttered St. Vincent's Hospital is being challenged again
by advocates demanding a new full-service hospital.

According to the report, the Coalition for a New Village Hospital
planned to challenge the U.S. Bankruptcy Court's ruling, made last
fall, in court.  The group wants access to Department of Health
records that relate to the Greenwich Village hospital's closure in
April last year.  St. Vincent's had debts of more than $1 billion
and is subject to a lawsuit claiming mismanagement.

DNAinfo says, but in September, Judge Cecelia Morris, who is
handling the lawsuit against St. Vincent's, found that her court's
ability to do its job in the bankruptcy trial superseded that
right.

Additionally, while civil rights lawyer Yetta Kurland, who is
representing the coalition, has maintained that the lawsuit is a
simple matter of Freedom of Information Law, Judge Morris objected
to an attachment of affidavits that accused the hospital of
wasteful expenditures, including a $300,000 golf event and $10
million in annual executive salaries.  Those accusations, Morris
said, represent an attempt to conduct discovery for a fraud case -
a matter in the exclusive jurisdiction of the court.

According to DNAinfo, the appeal follows an announcement last
month of a massive redevelopment deal that will bring a
comprehensive care center and apartment complex to the former St.
Vincent's site.  That plan must first be approved by the U.S.
Bankruptcy Court.  A hearing is scheduled for April 7, 2011.

                      About Saint Vincents

Saint Vincents Catholic Medical Centers of New York, doing
business as St. Vincent Catholic Medical Centers --
http://www.svcmc.org/-- was anchored by St. Vincent's Hospital
Manhattan, an academic medical center located in Greenwich Village
and the only emergency room on the Westside of Manhattan from
Midtown to Tribeca, St. Vincent's Westchester, a behavioral health
hospital in Westchester County, and continuing care services that
include two skilled nursing facilities in Brooklyn, another on
Staten Island, a hospice, and a home health agency serving the
Metropolitan New York area.

Saint Vincent Catholic Medical Centers of New York and six of its
affiliates first filed for Chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case Nos. 05-14945 through 05-14951).

St. Vincents Catholic Medical Centers returned to bankruptcy court
by filing another Chapter 11 petition (Bankr. S.D.N.Y. Case No.
10-11963) on April 14, 2010.  The Debtor estimated assets of
$348 million against debts totaling $1.09 billion in the new
petition.

Although the hospitals emerged from the prior reorganization in
July 2007 with a Chapter 11 plan said to have "a realistic chance"
of paying all creditors in full, the bankruptcy left the medical
center with more than $1 billion in debt.  The new filing occurred
after a $64 million operating loss in 2009 and the last potential
buyer terminated discussions for taking over the flagship
hospital.

Adam C. Rogoff, Esq., and Kenneth H. Eckstein, Esq., at Kramer
Levin Naftalis & Frankel LLP, represent the Debtor in its
Chapter 11 effort.


STERLING MINING: Further Fine-Tunes Disclosure Statement
--------------------------------------------------------
Sterling Mining Company filed with the U.S. Bankruptcy Court for
the District of Idaho an amendment to its Third Amended Disclosure
Statement, more specifically to the SMC Liquidating Trust
Agreement.

According to the Debtor, the correct Trustee compensation should
read $175 per hour, not $75 per hour.

A hearing for the approval of the Third Amended Disclosure
Statement will be held on May 3, 2011, at 9:30 a.m., Pacific Time.

                        About Sterling Mining

Based in Coeur d'Alene, Idaho, Sterling Mining Company (OTCBB:SRLM
and FSE:SMX) -- http://www.SterlingMining.com/-- is a mineral
resource development and exploration company.  Sterling is engaged
in the business of acquiring, exploring, developing and mining
mineral properties primarily those containing silver and
associated base and precious metals.  Sterling operates the
Sunshine Silver Mine in Idaho and has exploration projects in
Idaho, U.S.A. Sterling was incorporated under the laws of the
State of Idaho on February 3, 1903.

Sterling is currently a debtor-in-possession in Chapter 11
Bankruptcy in the District of Idaho, U.S.A.  Sterling Mining filed
for bankruptcy protection on March 3, 2009 (Bankr. D. Idaho Case
No. 09-20178).  Bruce A. Anderson, Esq., at Elsaesser Jarzabek
Anderson Marks Elliott & McHugh, Chartered represents the Debtor
as counsel.

As of Sept. 30, 2008, Sterling Mining had $31.9 million in
total assets, and $13.2 million in total current liabilities and
$1.6 million in total long-term liabilities.


STONEFIRE PIZZA: Carl Tomich Buys Assets for $2.8 Million
---------------------------------------------------------
StoneFire Pizza Co., has a new owner and is making some
improvements to prepare for an April 18 grand reopening, The
Business Journal reports, citing Ted Cutting, the general manager.

According to the report, Developer Carl Tomich, owner of Westridge
Builders Inc. in Waukesha, bought the restaurant at 5320 S.
Moorland Road, New Berlin, out of Chapter 11 bankruptcy for
$2.8 million.

The journal says AnchorBank FSB, Madison, won a $12.4 million
foreclosure on the property in February 2010, and the restaurant
filed for Chapter 11 last May.  But Mr. Cutting believes things
will turn around for the restaurant with the new owner.

Based in New Berlin, Wisconsin, StoneFire Pizza Company filed for
Chapter 11 bankruptcy protection (Bankr. E.D. Wis. Case No. 10-
28302) on May 18, 2010.  Judge James E. Shapiro presides over the
case.  Jonathan V. Goodman, Esq., represents the Debtor.  The
Debtor estimated both assets and debts of between $1 million and
$10 million.


STRATUM HOLDINGS: MaloneBailey Raises Going Concern Doubt
---------------------------------------------------------
Stratum Holdings, Inc., filed on March 30, 2011, its annual report
on Form 10-K for the fiscal year ended Dec. 31, 2010.

MaloneBailey LLP, in Houston, Texas, expressed substantial doubt
about Stratum Holdings' ability to continue as a going concern.
The independent auditors noted that the Company has losses from
operations and has a working capital deficit.
March 30, 2011

The Company reported a net loss of $217,865 on $22.7 million of
revenues for 2010, compared with a net loss of $3.8 million on
$17.5 million of revenues for 2009.

At Dec. 31, 2010, the Company's balance sheet showed $12.6 million
in total assets, $12.9 million in total liabilities, and a
stockholders' deficit of $290,297.

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

                       http://is.gd/z0Qf1n

Stratum Holdings, Inc., is a holding company headquartered in
Houston, Texas, which has operations in both the domestic
Exploration & Production business and the Canadian Energy Services
business.  In the domestic Exploration & Production business, its
wholly-owned subsidiaries, CYMRI, L.L.C., and Triumph Energy,
Inc., own working interests in approximately 60 producing oil and
gas wells in Texas and Louisiana, with net production of
approximately 700 MCF equivalent per day.  The Company's
operations in the Canadian Energy Services business are conducted
through its wholly-owned subsidiaries, Decca Consulting, Ltd., and
Decca Consulting, Inc., which provide on-site drilling and
completion consulting services to oil and gas operators, primarily
in Canada.


SUMNER REGIONAL: Hearing Over Exclusivity Extension on April 14
---------------------------------------------------------------
Judge Marian F. Harrison will convene a hearing on April 14 at
9:00 a.m. to consider the request of SRHS Bankruptcy Inc., fka
Sumner Regional Health Systems Inc., for an extension of the
Debtors' exclusive period to solicit acceptances of a plan of
liquidation.

The Debtors' Exclusive Periods to file and solicit acceptances of
a Chapter 11 plan were previously extended through and including
March 5, 2011 and May 4, 2011, respectively.  On March 1, the
Debtors filed a Chapter 11 Plan of Liquidation and related
Disclosure Statement.  Having filed a plan before the end of the
Current Exclusive Period, to permit the Debtors to solicit votes,
no other party may file a plan until May 4.  However, the Debtors
believe that the Current Exclusive Periods may not be sufficient
garner approval of their Disclosure Statement and subsequently to
solicit votes on the Plan.

Accordingly, the Debtors request a modest 63 days' extension --
through and including July 6, 2011 -- without prejudice to their
right to seek another extension.

The Debtors are hopeful that the Plan process will proceed on a
consensual basis and the requested extension will provide
interested parties sufficient time to review the Plan and
Disclosure Statement, allow the Debtors the opportunity to make
any necessary modifications to the Plan and Disclosure Statement,
and subsequently be able to solicit votes thereon.

                     About Sumner Regional

Gallatin, Tennessee-based Sumner Regional Health Systems, Inc.,
and various affiliates provided healthcare in approximately 11
counties across Tennessee and southern Kentucky, and had assets
and liabilities at book value of almost $200 million.

On April 30, 2010, the Company and six affiliates filed for
Chapter 11 bankruptcy (Bankr. M.D. Tenn. Lead Case No. 10-04766).
Jeffrey W. Levitan, Esq., and Adam T. Berkowitz, Esq., at
Proskauer Rose, LLP, in New York, represent the Debtors as lead
counsel.  Robert A. Guy, Esq., at Frost Brown Todd LLC, in
Nashville, Tenn., represents the Debtors as co-counsel.  The
Company estimated its assets and debts at $100 million to
$500 million at the time of the bankruptcy filing.

On May 11, 2010, the United States Trustee appointed an official
committee of unsecured creditors.  The Committee has employed
Alston & Bird LLP as its bankruptcy counsel, Puryear Law Group as
its local bankruptcy co-counsel, and Deloitte Financial Advisory
Services, LLC as its financial advisor.

In June 2010, the Court entered an order approving the sale of
Sumner Regional Health Systems' four acute-care hospitals for
$154.1 million to LifePoint Hospitals Inc.  The buyer already has
48 hospitals in 17 states.

Sumner Regional Health Systems changed its name to SRHS
Bankruptcy, Inc., following the sale.


SURGICAL CARE: S&P Junks Issue-Level Rating on Sr. Unsecured Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered the issue-level
rating on Birmingham, Ala.-based Surgical Care Affiliates' senior
unsecured notes to 'CCC+' from 'B-' and revised the recovery
rating on the notes to '6' from '5'.  The '6' recovery rating
indicates S&P's expectation for negligible (0%-10%) recovery of
principal and interest in the event of payment default.

"The rating on Surgical Care reflects the company's highly
leveraged financial risk profile because of its significant debt
burden," said Standard & Poor's credit analyst Rivka Gertzulin,
"and third-party reimbursement risks as an owner and operator of
surgical facilities."


SUTTONS POINTE: Owes More Than $200,000 in Tax to Leelanau County
-----------------------------------------------------------------
LeelanauNews.com reports that Leelanau County treasurer Chelly
Roush notes that the largest amount in unpaid 2008 property taxes
-- more than $200,00 -- is owed by Suttons Pointe Development
L.L.C., the company listed as owner of the troubled BayView
condominium development in the Village of Suttons Bay.

According to the report, in 2010, however, Suttons Pointe filed
for Chapter 11 bankruptcy protection, delaying any action the
county can take in collecting overdue taxes or taking possession
of unsold condo units on which taxes have not been paid.  An
Oklahoma-based mortgage speculation firm known as Flathead
Michigan I L.L.C. is also seeking some $11.2 million in unpaid
mortgages on the unsold BayView condos and another $6 million in
mortgages it holds on vacant properties in phase two of the
BayView project, known as Leelanau Hills.

Last year, one of the creditors of Leelanau Hills Development,
L.L.C., Kingsley surveyor Bob Mitchell, acquired portions of the
Leelanau Hills property worth millions of dollars because the
developer and Flathead failed to pay off the $80,000 they owed him
for his surveying work on the property. Now that he owns part of
the Leelanau Hills property, however, Mitchell also owes taxes on
it, the report says.

Birmingham-based Sutton's Pointe Development, LLC, aka Bayview
Condominiums, filed a Chapter 11 petition (Bankr. D. Mich. Case
No. 10-35651) on Oct. 22, 2010.  Jay S. Kalish, Esq., in
Farmington Hills, serves as counsel to the Debtor.  The Debtor
estimated assets of $1,000,001 to $10,000,000 and debts of
$10,000,001 to $50,000,000 as of the Chapter 11 filing.


SW GEORGIA ETHANOL: Case to Remain in Albany, Georgia
-----------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, recounts that
when Southwest Georgia Ethanol LLC filed under Chapter 11 in early
February in Albany, Georgia, the owner immediately filed a motion
seeking to transfer the case to the branch of the court in Macon,
Georgia.  At that time, the Company said Macon would be more
convenient because it's closer to the airport in Atlanta.  The
Company late March withdrew the motion seeking transfer, according
to Mr. Rochelle.

                About Southwest Georgia Ethanol

Southwest Georgia Ethanol LLC, a unit of First United Ethanol Co.,
owns and operates an ethanol production facility located on 267
acres in Mitchell County, Georgia, producing 100 million gallons
of ethanol annually.  Ethanol production operations commenced in
October 2008.  Revenue was $168.9 million for fiscal year ended
Sept. 30, 2010.  The Debtor said profitability and liquidity have
been materially reduced by unfavorable fluctuations in commodity
prices for ethanol and corn.

Southwest Georgia Ethanol sought bankruptcy protection (Bankr.
M.D. Ga. 11-10145) in Albany, Georgia, on Feb. 1, 2011.  John
Michael Levengood, Esq., at McKenna Long & Aldridge LLP, in
Atlanta, Georgia, serves as counsel to the Debtor.  Morgan Keegan
& Company, Inc., is the investment banker and financial advisor.
Epiq Bankruptcy Solutions, LLC, is the claims and notice agent.

The Debtor's balance sheet showed $164.7 million in assets and
$134.1 million in debt as of Dec. 31, 2010.

Bloomberg News notes that since 2008, at least 11 ethanol-related
companies have sought court protection, including VeraSun Energy
Corp., once the second-largest U.S. ethanol maker; units of
Pacific Ethanol Inc.; and White Energy Holding Co.

Donald F. Walton, United States Trustee for Region 21, selected
three creditors to serve on an Official Committee of Unsecured
Creditors.


SWAMPLAND PROPERTIES: Case Summary & 9 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Swampland Properties, Inc.
        7070 NW 81st Terrace
        Parkland, FL 33067

Bankruptcy Case No.: 11-18994

Chapter 11 Petition Date: April 1, 2011

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

Judge: Raymond B. Ray

Debtor's Counsel: Donna A. Bumgardner, Esq.
                  BUMGARDNER & ASSOCIATES, P.A.
                  7707 N. University Drive, #103
                  Tamarac, FL 33321
                  Tel: (954) 724-4366
                  E-mail: donnabkclaw@aol.com

Scheduled Assets: $3,056,279

Scheduled Debts: $1,563,751

A list of the Company's nine largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/flsb11-18994.pdf

The petition was signed by Alta Locke, president.


T&A HOLDINGS: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: T&A Holdings, LLC.
        1452 Merchant Drive
        Algonquin, Il 60102

Bankruptcy Case No.: 11-81443

Chapter 11 Petition Date: April 1, 2011

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

Judge: Manuel Barbosa

Debtor's Counsel: Mitchell Elliot Jones, Esq.
                  JONES LAW OFFICES
                  1236 Chicago Avenue, #302
                  Evanston, IL 60202
                  Tel: (312) 282-7849
                  E-mail: mej@joneslaw.org

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

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 Timothy Stimeman, manager/member.


TAMARACK RESORT: Judge OKs Predatory Loan Lawsuit vs Credit Suisse
------------------------------------------------------------------
Attorney brothers Chris and John Flood from the Houston and Corpus
Christi offices of Flood & Flood are announcing a federal court
ruling issued in favor of homeowners suing Swiss banking giant
Credit Suisse Group AG over alleged predatory lending practices
involving resort property in Idaho and elsewhere.

The ruling handed down Thursday, March 31, 2011, by Judge Edward
Lodge of the U.S. District Court for the District of Idaho clears
the way for class-action certification and trial of the claims of
homeowner plaintiffs who are seeking more than $24 billion in the
lawsuit against Credit Suisse. The case is L.J. Gibson, et al. v.
Credit Suisse Securities USA, LLC, et al., No. 10-00001.

Judge Lodge confirmed most of a magistrate judge's preliminary
findings from February by dismissing some of the homeowners'
claims, and ordering Credit Suisse to stand trial on allegations
of conspiracy, breach of fiduciary duty and tortious interference.
Nearly 3,000 investors bought land or homes at four luxury
developments backed by Credit Suisse, including the Tamarack
Resort in Tamarack, Idaho.  The lawsuit says Credit Suisse
encouraged plaintiffs to make their investments based on wildly
inflated appraisals.

"The reckless greed we see in this case is an example of the
unlawful banking practices that put our country into a terrible
recession," said Chris Flood, who represents the homeowners with
his brother John Flood and Michael Flynn, who leads the
plaintiffs' team.

John Flood said he's honored to be working with a great team of
lawyers and that he and his brother are anxious to get the bank's
witnesses under oath. "We're looking forward to hearing how these
folks explain their behavior," John Flood said.

In a related bankruptcy proceeding, U.S. Bankruptcy Judge Ralph
Kirscher found that the resorts "were doomed to failure once they
received their loans from Credit Suisse."

Flood & Flood is a three-lawyer Texas firm comprised of three
litigating brothers who have practiced in courtrooms across Texas
and around the U.S.  The firm handles a variety of complex civil
and criminal matters, including white-collar criminal defense,
corporate investigations, and civil litigation with emphasis on
cases involving fraud and product liability.

                       About Tamarack Resort

Tamarack Resort LLC, a golf and ski resort in Valley County,
Idaho, was sent to Chapter 7 after creditors submitted an
involuntary petition (Bankr. D. Idaho Case No. 09-03911).  The
petitioning creditors include an affiliate of Bank of America
Corp. owed $4.7 million.

On April 9, 2010, Bankruptcy Judge Terry Myers signed an order
converting Tamarack Resort LLC's involuntary chapter 7 case to a
chapter 11 reorganization.

The project's 27.5% owner, VPG Investments Inc., filed for Chapter
11 reorganization in 2008, only to have the petition dismissed in
October 2008 at the request of the secured creditor, Credit
Suisse, Caymans Islands Branch.  VPG was controlled by Mexican
businessman Alfredo Miguel Afif.  Credit Suisse, the agent for the
secured lenders, characterized VPG's Chapter 11 case as "a classic
example of a bad faith filing" made "solely as a litigation
tactic" to stop foreclosure.


TEARLAB CORP: Recurring Losses Cue Going Concern Doubt
------------------------------------------------------
TearLab Corp. filed on March 29, 2011, its annual report on Form
10-K for the fiscal year ended Dec. 31, 2010.

Ernst & Young LLP, in San Diego, California, expressed substantial
doubt about TearLab's ability to continue as a going concern.  The
independent auditors noted that of the Company's recurring losses
from operations and level of working capital available to fund
operations.

The Company reported a net loss of $6.7 million on $1.7 million of
revenue for 2010, compared with a net loss of $4.4 million on
$869,000 of revenue for 2009.

At Dec. 31, 2010, the Company's balance sheet showed $11.5 million
in total assets, $3.6 million in total liabilities, all current,
and stockholders' equity of $7.9 million.

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

                       http://is.gd/34rHeP

TearLab Corp. (NASDAQ: TEAR; TSX: TLB) http://tearlab.com/-- is
an in-vitro diagnostic company based in San Diego, California.
The Company is commercializing a proprietary tear testing
platform, the TearLab(R) Osmolarity System that enables eye care
practitioners to test for highly sensitive and specific biomarkers
using nanoliters of tear film at the point-of-care.


TEGRANT CORP: S&P Puts 'CCC' Corporate on Watch Positive
--------------------------------------------------------
Standard & Poor's Ratings Services said its ratings on Dekalb,
Ill.-based Tegrant Corp., including the 'CCC' corporate credit
rating, remain on CreditWatch with positive implications.

The ratings on Tegrant were placed on CreditWatch on Dec. 21,
2010, reflecting the company's improved earnings generation
following significant restructuring actions through the recession.
Subsequent to this rating action, Tegrant announced the
acquisition of Createc Corp., a manufacturer of protective
packaging solutions.

"The CreditWatch with positive implications indicates the
potential for an upgrade, subject to a review of Tegrant's
acquisition of Createc, including the terms of the transaction as
well as its impact on the business risk profile of the combined
entity," said Standard & Poor's credit analyst Ket Gondha.
"Before resolving the CreditWatch, we will also review audited
financial statements, earnings prospects, liquidity, operating
strategy, and financial policies of the combined entity."

With trailing annual sales of about $350 million as of Sept. 30,
2010, Tegrant is a leading manufacturer and designer of
protective, temperature-assurance, and retail packaging products
for a range of primarily North American markets.  As of Sept. 30,
2010, Tegrant's funds from operations to total adjusted debt
ratio was 9.9%.

Standard & Poor's will monitor Tegrant's earnings outlook.  "We
expect to resolve the CreditWatch when further information is
available within the next 90 days," S&P said.


T.H. PROPERTIES: Case Conversion Hearing Deferred to April 14
-------------------------------------------------------------
Dave Hare at the Times Herald reports that Judge Stephen Raslavich
continued the hearing on a motion to convert T.H. Properties'
Chapter 11 bankruptcy status to Chapter 7 liquidation to April 14,
2011.  Judge Raslavich did not provide a reason for the
continuance.

According to the report, Robert Reeves, the real estate adviser
who filed the motion to convert claimed he is owed $76,853 for
administrative fees.  "Failure to pay administrative professionals
is considered adequate cause for seeking conversion of an entity
from Chapter 11 to Chapter 7," Times Herald quotes Mr. Reeves as
saying.

Mr. Reeves also said that after almost two years, he does not
foresee the developer filing "a viable reorganization plan."

The Times Herald relates that, THP attorney Natalie Ramsey
defended her client's progress in a filing arguing against Mr.
Reeves' motion.  In her motion Ramsey says THP "stands at the
precipice" of realizing its reorganization plan.  Ms. Ramsey also
said, as of March 31, THP "will have closed on 75 homes in 11
different communities, and repaid over $11 million to secured
creditors, paid their post-petition vendors over $6.2 million out
of the proceeds of sales of homes."  THP has 14 units scheduled to
close in the next two months that will generate $1.2 million, adds
Mr. Ramsey.

                       About T.H. Properties

Philadelphia-based T.H. Properties, L.P., has 12 working
developments in Pennsylvania and New Jersey.  Timothy Hendricks
and his brother Todd started the firm in 1992.  T.H. Properties
and its affiliates filed for Chapter 11 bankruptcy protection on
April 30, 2009 (Bankr. E.D. Pa. Case No. 09-13201).  Northgate
Development Company, LP (Bankr. E.D. Calif. Case No. 09-____) was
among the affiliates that filed. Barry E. Bressler, Esq., at
Schnader, Harrison, Segal & Lewis, LLP, and Natalie D. Ramsey,
Esq., at Montgomery McCracken Walker and Rhoads LLP, represent the
Debtors in their restructuring efforts.  T.H. Properties estimated
assets between $100 million and $500 million, and debts between
$10 million and $50 million in its Chapter 11 petition.  A
creditors' committee has been appointed in the Debtors' chapter 11
proceedings.

Affiliate Wynstone Development Group, LP (Bankr. E.D. Calif. Case
No. 10-17863) filed for Chapter 11 protection on Sept. 14,
2010.  It estimated assets and debts of $1 million to $10 million
in its Chapter 11 petition.


TROPICANA ENTERTAINMENT: Drops Certain Parties in Case vs. Yung
---------------------------------------------------------------
Lightsway Litigation Services, LLC, trustee of the Tropicana
Litigation Trust, received approval last month from Judge Kevin J.
Carey to dismiss certain parties as defendants in its adversary
action.

Pursuant to Rule 41(a)(2) of the Federal Rules of Civil
Procedure, Joe Yung, the 1994 William J. Yung Family Trust, CSC
Holdings LLC, the JMBS Casino Trust, and Casuarina Cayman
Holdings LLC are dismissed, without prejudice, as defendants in
Lightsway's complaint.

The remaining defendants in the Lightsway Complaint are William
J. Yung, III, Wimar Tahoe Corporation, f/k/a Tropicana Casinos
and Resorts, Inc., and Columbia Sussex Corporation.

                        Complaint vs. Yung

Lightsway filed its original complaint a year ago, alleging that
the Original Defendants engaged in gross misconduct, recklessly
mismanaged the Tropicana Casino Debtors' business and operations,
and aided and abetted in actionable breach of their fiduciary
obligations to one ore more of the Debtors -- which ultimately led
to insolvency of the Debtors.

Lightsway filed the First Amended Complaint in time to beat the
Feb. 9, 2011 deadline for such filing set by U.S. Bankruptcy
Court for the District of Delaware.  The previous deadline was
previously set for the last week of January.  The Court allowed
the extension to allow further discussions among the parties on
whether or not and how Lightsway will seek equitable
subordination in the Amended Complaint.

Joe Yung, 1994 William J. Yung Family Trust, CSC Holdings,
LLC, JMBS Casino Trust, and Casuarina Cayman Holdings, LLC,
are no longer named as defendants under the Amended Complaint.
Lightsway earlier filed a separate pleading with the Court,
seeking dismissal of Joe Yung, the Yung Family Trust, CSC, JBMS
and Casuarina from the adversary complaint, without prejudice.

Under the Amended Complaint, Lightsway specifically seeks a
declaratory judgment that any claims filed by Defendants William
Yung, Wimar and Columbia in the Debtors' bankruptcy cases should
be equitably subordinated, if and when those claims are allowed.

                   About Tropicana Entertainment

Tropicana Entertainment Inc. is a publicly reporting company that,
along with its affiliates, owns or operates nine casinos and
resorts in Indiana, Louisiana, Mississippi, Nevada and New Jersey.
The Company owns approximately 6,000 rooms, 9,000 slot positions
and 250 table games.  In addition, the Company owns a development
property in Aruba.  The company is based in Las Vegas, Nevada.

Tropicana Entertainment LLC and certain affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08-
10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.  Stroock & Stroock & Lavan LLP and Morris
Nichols Arsht & Tunnell LLP represent the Official Committee of
Unsecured Creditors in this case.  Capstone Advisory Group LLC is
financial advisor to the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana
obtained confirmation from the Bankruptcy Court of a
reorganization plan.  On April 29, 2009, non-debtor units of the
OpCo Debtors, designated as the New Jersey Debtors -- Adamar of
New Jersey, Inc., and its affiliate, Manchester Mall, Inc. --
filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to
effectuate a sale of the Atlantic City Resort and Casino to a
group of Investors-led by Carl Icahn.   Judge Judith H. Wizmur
presides over the cases.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.
Effective March 8, Tropicana Entertainment successfully emerged
from the Chapter 11 reorganization process as an Carl Icahn-owned
entity.

A group of Tropicana entities, known as the LandCo Debtors, which
own Tropicana casino property in Las Vegas, have obtained approval
of a separate Chapter 11 plan.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represented
the New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as
their claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Debtors Adamar of New Jersey Inc. and Manchester Mall Inc. have
merged into Adamar of NJ In Liquidation, LLC.  The merger and name
change is in accordance with an Amended and Restated Purchase
Agreement, which governs the sale and transfer of the operations
of the Tropicana Casino and Resort - Atlantic City, including
substantially all of the New Jersey Debtors' assets, to Tropicana
Entertainment Inc., Tropicana Atlantic City Corp., and Tropicana
AC Sub Corp., free and clear of any and all liens, claims and
encumbrances.

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


TROPICANA ENTERTAINMENT: Resolves Richards Layton Fee Issue
-----------------------------------------------------------
Richards, Layton & Finger, P.A.; the Steering Committee of
Lenders under a January 2007 Credit Agreement; the Reorganized
OpCo Debtors; the Liquidating LandCo Debtors; and Tropicana Las
Vegas, Inc. have engaged in discussions and have ultimately
reached a resolution solely with respect to the Richards Layton
Final Fee Applications.

As previously reported, Richards Layton filed final fee
applications to the Court -- one on August 17, 2009, for services
rendered and expenses incurred for the period from May 5, 2008
through June 30, 2009; and another on April 22, 2010, for
services rendered and expenses incurred for the period from May
5, 2008 through March 8, 2010.  The Richards Layton Final Fee
Applications are in connection with the firm's representation of
both the OpCo Debtors and the LandCo Debtors in their Chapter 11
cases.

Certain parties objected to the approval of the Richards Layton
Final Fee Applications.  Among them are the Steering Committee
and the Liquidating LandCo Debtors.  The Fee Objectors also
expressed concern on the allocation of professional fees and
expenses between the OpCo Debtors and the LandCo Debtors.

The parties have subsequently agreed on the terms of a
stipulation to resolve their dispute.  The salient terms of the
stipulation are:

  (a) Richards Layton's fees will be allocated between the OpCo
      Debtors and the LandCo Debtors in accordance with any
      allocation methodology adopted by the Court in connection
      with the scheduled hearing on May 11, 2011, or otherwise
      agreed to by the Steering Committee and the Liquidating
      LandCo Debtors.

  (b) Subject only to the resolution of the Objecting Parties'
      dispute regarding the Allocation of the Fees as provided
      in the Fee Objections, Tropicana Las Vegas, the Steering
      Committee and the Reorganized OpCo Debtors will not object
      to Richards Layton's Fees on any other grounds, including
      the reasonableness of the Fees or the necessity of the
      related provided services.  Tropicana Las Vegas, the
      Steering Committee, and the Reorganized OpCo Debtors also
      will not challenge, oppose or otherwise dispute that
      Richards Layton's Fees should be allowed in full by final
      order of the Court.

  (c) Richards Layton will not file a response to the Fee
      Objections and will not present evidence, argument or
      testimony at the Hearing with respect to the Allocation of
      its Fees or any other Professional's fees or expenses.
      However, Richards Layton may (i) respond to any question
      from the Court relating to its Final Fee Applications, the
      Fee Objections or otherwise, including questions regarding
      the Allocation applied by the firm in its Final Fee
      Applications; and (ii) other than with respect to
      Allocation, address any issues raised by any party with
      respect to Richards Layton Final Fee Applications,
      including issues relating to the reasonableness of the
      firm's Fees or the performance of its duties as counsel to
      the Debtors.

  (d) In connection with the RL&F Final Fee Applications and the
      Fee Objections, Tropicana Las Vegas, the Steering
      Committee, and the Reorganized OpCo Debtors will not (i)
      with the exception of the Discovery Requests, propound any
      discovery requests on Richards Layton; (ii) notice, by
      subpoena or otherwise, Richards Layton or any of its
      officers, attorneys or representatives for deposition or
      testimony in connection with the Fee Objections or the
      Hearing; or (iii) identify or call the firm or any of its
      officers, attorneys or representatives as a witness at the
      Hearing.

  (e) Richards Layton may, in its capacity as Delaware counsel
      for the Reorganized OpCo Debtors, file documents in these
      Chapter 11 cases on behalf of the Reorganized OpCo Debtors
      or Kirkland & Ellis relating to the Fee Objections,
      provided that it agrees not to assist with the substantive
      preparation of any of the documents or to present related
      argument at the Hearing.

              Parties to Remaining Fee Objections
                       Agree to Mediation

In a letter dated March 3, 2011, Richard U. S. Howell of Kirkland
& Ellis LLP informed the Court that on March 1, 2011, counsel to
the OpCo Steering Committee, the Liquidating LandCo Debtors, and
Tropicana Las Vegas, Inc. met and conferred with representatives
for several of the professional firms subject to the Fee
Objections and have agreed on certain terms that are subject to
client approval.

The subject professional firms include AlixPartners, LLP;
Capstone Advisory Group, LLC; Ernst & Young LLP; Kirkland & Ellis
LLP; KPMG LLP; Lazard Freres & Co., LLC; and Stroock & Stroock &
Lavan LLP; Lionel Sawyer & Collins; Morris, Nichols, Arsht &
Tunnell LLP; Paul, Hastings, Janofsky & Walker LLP; Sills Cummis
& Gross, P.C.; Richards, Layton & Finger, P.A.; and Warren H.
Smith & Associates P.C.

The parties agree on these terms:

  (a) The parties are willing to engage in a non-binding
      judicial mediation of all issues relevant to each of them,
      as presented in the Fee Objections.

  (b) The parties believe that any mediation effort is likely to
      require at least one day and may require more than one day
      from the appointed mediator.

  (c) A Court-appointed mediator will preside over the judicial
      mediation, provided that the mediator is a bankruptcy
      judge currently sitting in the U.S. Bankruptcy Court for
      the District of Delaware or the U.S. Bankruptcy Court for
      the Southern District of New York.

  (d) All discovery deadlines established in the January 7, 2011
      discovery schedule order that occur in March will be
      extended by two weeks beginning with the March 2, 2011
      deadline for exchanging preliminary witness lists.

  (e) The hearing on the Fee Objections, which is currently
      scheduled to begin on May 11, 2011, will not be moved by
      virtue of the proposed judicial mediation contemplated by
      the parties.

A full-text copy of the Court-approved amended discovery
scheduling order is available at no charge at:

   http://bankrupt.com/misc/Tropi_AmSkedDiscOrdFFA030911.pdf

Certain parties, including Richards Layton, do not intend to
participate in the mediation or any discussions or proceedings
related to the mediation.

Mr. Howell also informed the Court that all parties except the
OpCo Steering Committee have reviewed the letter and have
confirmed that they are in agreement with, or do not oppose, its
contents.  The OpCo Steering Committee has presented several
substantive changes that were unacceptable to the other parties.
Upon receiving the objections of the other parties, the OpCo
Steering Committee has refused to agree to the terms of the
letter and will either submit a counter-proposal or refuse to
mediate, according to Mr. Howell.  The remainder of the other
parties has agreed to go forward with the submission of the
letter.

A telephonic status conference regarding the fee applications and
objection mediation was held on March 8, 2011.  In attendance
were counsel for the OpCo Steering Committee and the Liquidating
LandCo Debtors and Tropicana Las Vegas as well as newly retained
counsel to the Reorganized OpCo Debtors.  Counsel for several of
the professionals, including Kirkland & Ellis, Lazard Freres,
Paul Hastings, Richards Layton, Stroock & Stroock, Capstone
Advisory, Ernst & Young, and AlixPartners, were also in
attendance.

In a subsequent letter dated March 10, 2011, Mr. Howell informed
the Court that, during the March 8, 2011 telephonic conference,
it "became apparent that the Professionals and the OpCo-related
parties were not going to be able to surmount their differences"
regarding the allocation of the Professionals' fees expended in a
mediation effort.  He said that no group mediation will take
place involving the OpCo Steering Committee.

After the OpCo-related parties concluded their participation in
the teleconference, discussions continued between counsel to the
Liquidating LandCo Debtors and the Professionals.  While these
parties continue to discuss the merits of mediation with one
another, they have concluded that they are able to proceed with
the mediation in the event that any of them decide to do so,
without the Court's assistance.

                          *     *     *

                 Court Approves Warren Smith's
              4th and 5th Interim Fee Applications

The Court approved the fourth and the fifth interim verified fee
applications of Warren H. Smith & Associates, P.C., as Fee
Auditor.

                         Requested              Approved
                   --------------------- ---------------------
Professional           Fees     Expenses     Fees    Expenses
------------       -----------  -------- ----------- ---------
Warren H. Smith
& Associates
Fee Auditor
Periods Covered:
02/01/09-04/30/09      $52,810      $557     $52,810      $557
05/01/09-06/30/09      $31,692      $336     $31,692      $336

                   About Tropicana Entertainment

Tropicana Entertainment Inc. is a publicly reporting company that,
along with its affiliates, owns or operates nine casinos and
resorts in Indiana, Louisiana, Mississippi, Nevada and New Jersey.
The Company owns approximately 6,000 rooms, 9,000 slot positions
and 250 table games.  In addition, the Company owns a development
property in Aruba.  The company is based in Las Vegas, Nevada.

Tropicana Entertainment LLC and certain affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08-
10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.  Stroock & Stroock & Lavan LLP and Morris
Nichols Arsht & Tunnell LLP represent the Official Committee of
Unsecured Creditors in this case.  Capstone Advisory Group LLC is
financial advisor to the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana
obtained confirmation from the Bankruptcy Court of a
reorganization plan.  On April 29, 2009, non-debtor units of the
OpCo Debtors, designated as the New Jersey Debtors -- Adamar of
New Jersey, Inc., and its affiliate, Manchester Mall, Inc. --
filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to
effectuate a sale of the Atlantic City Resort and Casino to a
group of Investors-led by Carl Icahn.   Judge Judith H. Wizmur
presides over the cases.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.
Effective March 8, Tropicana Entertainment successfully emerged
from the Chapter 11 reorganization process as an Carl Icahn-owned
entity.

A group of Tropicana entities, known as the LandCo Debtors, which
own Tropicana casino property in Las Vegas, have obtained approval
of a separate Chapter 11 plan.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represented
the New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as
their claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Debtors Adamar of New Jersey Inc. and Manchester Mall Inc. have
merged into Adamar of NJ In Liquidation, LLC.  The merger and name
change is in accordance with an Amended and Restated Purchase
Agreement, which governs the sale and transfer of the operations
of the Tropicana Casino and Resort - Atlantic City, including
substantially all of the New Jersey Debtors' assets, to Tropicana
Entertainment Inc., Tropicana Atlantic City Corp., and Tropicana
AC Sub Corp., free and clear of any and all liens, claims and
encumbrances.

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


TROPICANA ENTERTAINMENT: NRF Withdraws Administrative Claim
-----------------------------------------------------------
Pursuant to a consent order signed by Judge Judith H. Wizmur of
the U.S. Bankruptcy Court for the District of New Jersey, the
National Retirement Fund, f/k/a UNITE HERE National Retirement
Fund, withdrew with prejudice its Administrative Claim No. 779.

Adamar of NJ In Liquidation, LLC, f/k/a Adamar of New Jersey,
Inc., d/b/a Tropicana Casino & Resort - Atlantic City, and
Manchester Mall, Inc., have also agreed to withdraw the Motion to
Expunge the Administrative Claim simultaneously with the Fund's
withdrawal of the Claim.

As previously reported, the National Retirement Fund timely filed
two proofs of claim, including a contingent proof of claim for
withdrawal liability should Adamar withdraw from the Fund.

On March 8, 2010, the effective date of the sale of the New
Jersey Debtors' assets, the National Retirement Fund asserted --
and Adamar disputed -- that Adamar incurred a complete withdrawal
from the Fund.  National Retirement Fund asserted that upon
Adamar's alleged complete withdrawal from the Fund, the Fund's
claim for withdrawal liability was no longer contingent.

The National Retirement Fund amended the Contingent Withdrawal
Liability Claim by filing an amended general unsecured claim for
the estimated withdrawal liability of not less than $43,454,000,
assigned as Claim No. 780.  The National Retirement Fund also
timely filed a proof of administrative expense claim in the
estimated amount of $1,605,000, assigned as Claim No. 779, for
the portion of Adamar's withdrawal liability that accrued
postpetition as a result of the NJ Debtor's sale of substantially
all of its assets.

On August 27, 2010, the NJ Debtors filed the Motion to Expunge.
The National Retirement Fund filed a response to the Motion on
November 9, 2010, and the NJ Debtors filed their counterreply on
November 12.  The NJ Debtors and the purchasers of substantially
all of their assets each filed a supplemental brief in support of
the Motion on January 28, 2011.

The National Retirement Fund has determined that it is no longer
in its best interest to continue prosecuting the Administrative
Claim.

All other claims filed by the National Retirement Fund in the NJ
Debtors' Chapter 11 cases, including the Unsecured Withdrawal
Liability Claim, will remain on the claims register and will be
unaffected by the consent order.

                   About Tropicana Entertainment

Tropicana Entertainment Inc. is a publicly reporting company that,
along with its affiliates, owns or operates nine casinos and
resorts in Indiana, Louisiana, Mississippi, Nevada and New Jersey.
The Company owns approximately 6,000 rooms, 9,000 slot positions
and 250 table games.  In addition, the Company owns a development
property in Aruba.  The company is based in Las Vegas, Nevada.

Tropicana Entertainment LLC and certain affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08-
10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.  Stroock & Stroock & Lavan LLP and Morris
Nichols Arsht & Tunnell LLP represent the Official Committee of
Unsecured Creditors in this case.  Capstone Advisory Group LLC is
financial advisor to the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana
obtained confirmation from the Bankruptcy Court of a
reorganization plan.  On April 29, 2009, non-debtor units of the
OpCo Debtors, designated as the New Jersey Debtors -- Adamar of
New Jersey, Inc., and its affiliate, Manchester Mall, Inc. --
filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to
effectuate a sale of the Atlantic City Resort and Casino to a
group of Investors-led by Carl Icahn.   Judge Judith H. Wizmur
presides over the cases.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.
Effective March 8, Tropicana Entertainment successfully emerged
from the Chapter 11 reorganization process as an Carl Icahn-owned
entity.

A group of Tropicana entities, known as the LandCo Debtors, which
own Tropicana casino property in Las Vegas, have obtained approval
of a separate Chapter 11 plan.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represented
the New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as
their claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Debtors Adamar of New Jersey Inc. and Manchester Mall Inc. have
merged into Adamar of NJ In Liquidation, LLC.  The merger and name
change is in accordance with an Amended and Restated Purchase
Agreement, which governs the sale and transfer of the operations
of the Tropicana Casino and Resort - Atlantic City, including
substantially all of the New Jersey Debtors' assets, to Tropicana
Entertainment Inc., Tropicana Atlantic City Corp., and Tropicana
AC Sub Corp., free and clear of any and all liens, claims and
encumbrances.

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


TROPICANA PARTNERS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Tropicana Partners 2 LLC
        1050 Saratoga Avenue
        San Jose, CA 95129-3402

Bankruptcy Case No.: 11-14920

Chapter 11 Petition Date: April 1, 2011

Court: U.S. Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Linda B. Riegle

Debtor's Counsel: Terry V. Leavitt, Esq.
                  TERRY V. LEAVITT
                  601 S. 6th Street
                  Las Vegas, NV 89101
                  Tel: (702) 385-7444
                  Fax: (702) 385-1178
                  E-mail: terry@leavittbk.com

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

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

The petition was signed by Barry A. Ford, managing member.

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
BB&T Bank/Colonial Bank            5693 S. Jones        $5,399,876
P.O. Box 830738                    Blvd. APN
Birmingham, AL 35202               163-26-818-001

BB&T Bank/Colonial Bank            594 N. Stephanie     $5,243,474
P.O. Box 830738                    Street APN
Birmingham, AL 35202               178-03-310-018

BB&T Bank/Colonial Bank            9827 W. Tropicana    $3,788,763
P.O. Box 830738                    Ave. APN
Birmingham, AL 35202               163-30-101-022

Travelers                          Insurance                $8,187

Travelers                          Insurance                $7,725

Travelers                          Insurance                $6,991

Jan Lauver, Esq.                   Services                 $5,000

Clark County Water Reclamation     Utilities                $4,709

Clark County Water Reclamation     Utilities                $3,943

Comfort Masters                    Services                 $3,341

Las Vegas Valley Water             Utilities                $1,472

Desert Property Group              Services                 $1,350

Republic Service                   Services                 $1,231

NV Energy                          Utilities                  $815

NV Energy                          Utilities                  $790

NV Energy                          Utilities                  $347

NV Energy                          Utilities                  $243

Window Bright                      Services                   $240

Protection One                     Services                   $220

Republic Service                   Services                   $217


TRU-EMAAN, LLC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Tru-Emaan, LLC
          dba Baskin Robbins #16/PC 360012
              Baskin Robbins #4770/PC 338116
        603 East University Drive, Space A
        Carson, CA 90746

Bankruptcy Case No.: 11-24221

Chapter 11 Petition Date: April 1, 2011

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

Judge: Vincent P. Zurzolo

Debtor's Counsel: Raymond H. Aver, Esq.
                  LAW OFFICES OF RAYMOND H. AVER APC
                  1950 Sawtelle Boulevard, Suite 328
                  Los Angeles, CA 90025
                  Tel: (310) 473-3511
                  Fax: (310) 473-3512
                  E-mail: ray@averlaw.com

Estimated Assets: $0 to $50,000

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/cacb11-24221.pdf

The petition was signed by Ishtiaq I. Khan, managing member.


TUBO DE PASTEJE: Seeks Fifth Exclusivity Extension
--------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
immediately after Tubo de Pasteje SA and subsidiary Cambridge-Lee
Holdings Inc. won a fourth extension of the exclusive right to
propose a Chapter 11 plan, they filed a motion for a fifth
extension.  Tubo has the exclusive right to propose a plan until
April 11. Under local bankruptcy rules in Delaware, the mere
filing of the exclusivity motion extended exclusivity until the
judge rules on the new motion.  As before, the company said there
is "significant progress" toward a "consensual plan of
reorganization" that it expects to file "soon."

Mr. Rochelle recounts that Industrias Unidas SA, parent of the
Debtors, said in February there was an agreement in principle with
creditors for a $371 million debt swap.  Tubo's Chapter 11 filing
in December 2009 followed a payment default the preceding month on
$200 million in 11.5% senior notes due in 2016.

                       About Tubo de Pasteje

Tubo de Pasteje SA and subsidiary Cambridge-Lee Holdings Inc.
filed Chapter 11 petitions (Bankr. D. Del. Case No. 09-14353) on
Dec. 7, 2009, following a Nov. 15 payment default on US$200
million in 11.5% senior notes due 2016.  Tubo and its subsidiary
sought bankruptcy protection when the 30-day grace period was
nearing its end.

Tubo is a subsidiary of Mexico City-based Industrias Unidas SA de
CV, a manufacturer of copper and electrical products.  The
U.S. subsidiary Cambridge-Lee is based in Reading, Pennsylvania.
IUSA is the issuer of the notes which were secured by a pledge of
Cambridge-Lee stock.


UAL CONTINENTAL: United Reaches Tentative Pact With Mechanics
-------------------------------------------------------------
United Airlines, Inc. a wholly owned subsidiary of United
Continental Holdings, Inc., stated on March 18, 2011, that it has
reached a tentative agreement on a labor contract with the
International Brotherhood of Teamsters (IBT), representing
United's technicians and related employees.

"We are pleased that, following our merger, the new United is
continuing to make progress in reaching agreements with our
represented employees," said Jim Keenan, senior vice president of
Technical Operations for the combined company.  "We now have a
ratified agreement with our mechanics at Continental and a
tentative agreement with our United co-workers, providing a path
to reaching a single, joint agreement with both groups
represented by the IBT."

The agreement covers approximately 5,500 United technicians and
related employees located throughout the United States.

The Teamsters also hopes to win an election to combine workers at
the merged airlines, Teamsters General President Jim Hoffa said
in a March 15, 2011 public statement.  The election will take
place this spring or summer.

                      About United Continental

United Continental Holdings, Inc. (NYSE: UAL) --
http://www.UnitedContinentalHoldings.com/, http://www.united.com/
and http://www.continental.com/-- is the holding company for both
United Airlines and Continental Airlines.  Together with United
Express, Continental Express and Continental Connection, these
airlines operate a total of approximately 5,800 flights a day to
371 airports throughout the Americas, Europe and Asia from their
hubs in Chicago, Cleveland, Denver, Guam, Houston, Los Angeles,
New York, San Francisco, Tokyo and Washington, D.C.  United and
Continental are members of Star Alliance, which offers more than
21,200 daily flights to 1,172 airports in 181 countries worldwide
through its 28 member airlines.  United's and Continental's more
than 80,000 employees reside in every U.S. state and in many
countries around the world.

United Continental carries 'B2' corporate family and probability
of default ratings, with stable outlook, from Moody's, 'B' issuer
credit ratings, with stable outlook, from Standard & Poor's, and
'B-' issuer default rating from Fitch.

UAL Corp filed for Chapter 11 protection on Dec. 9, 2002 (Bankr.
N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen, Esq., Marc
Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba,
Esq., at Kirkland & Ellis, represented the Debtors in their
restructuring efforts.  Fruman Jacobson, Esq., at Sonnenschein
Nath & Rosenthal LLP represented the Official Committee of
Unsecured Creditors.  Judge Eugene R. Wedoff confirmed a
reorganization plan for United on Jan. 20, 2006.  The Company
emerged from bankruptcy on Feb. 1, 2006.

At Sept. 30, 2010, United Continental had $20.055 billion in total
assets against total current liabilities of $8.256 billion, long-
term debt of $6.025 billion, long-term obligations under capital
leases of $906 million, other liabilities and deferred credits of
$7.074 billion, and a stockholders' deficit of $2.206 billion.


ULTIMATE ELECTRONICS: Liquidation Sales Scheduled to End April 10
-----------------------------------------------------------------
Alan Wolf at TWICE reports that Ultimate Electronics is days away
from shutting its doors for good.  Liquidation sales at the A/V
chain's remaining 30 stores are scheduled to end April 10 or
sooner if all merchandise is sold.

According to the report, Gordon Brothers Group and Hilco Merchant
Resources, which are conducting the fire sales, said all
merchandise has been marked down to as much as 70% off original
prices.  Items include TVs, computers, home theater and audio
systems, video equipment, digital cameras, GPS devices and major
appliances from manufacturers including Bose, Sony, Mitsubishi,
Samsung, Canon and Nikon.  Store fixtures such as shelving, pallet
racking and office furniture are also available.

Headquartered in Thornton, Colorado, Ultimate Electronics, Inc.
-- http://www.ultimateelectronics.com/-- is a specialty retailer
of consumer electronics and home entertainment products located in
the Rocky Mountain, Midwest and Southwest regions of the United
States.  The Company operates 65 stores and focuses on mid-to
high-end audio, video, television and mobile electronics products.
The Company and its debtor-affiliates filed for chapter 11
protection on January 11, 2005 (Bankr. D. Del. Case No. 05-10104).
J. Eric Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represents the Debtors in their restructuring efforts.  When
the Debtor filed for protection from its creditors, it listed
total assets of $329,106,000 and total debts of $160,590,000.  The
Court confirmed the Debtors' chapter 11 Plan on Dec. 9, 2005, and
the Plan took effect on Jan. 11, 2006.


UNITED GILSONITE: Amends List of 20 Largest Unsecured Creditors
---------------------------------------------------------------

United Gilsonite Laboratories has filed with the U.S. Bankruptcy
Court for the Middle District of Pennsylvania an amendment to its
list of 20 largest unsecured creditors.

The amount of claims of these creditors has been changed:

  a. Ashland Chemical Distributions
  b. Engineered Polymer Solution
  c. BWay Corporation
  d. New Penn Motor Express
  e. DSM Neoresins
  f. DH Litter Co Inc
  g. Plastican

These creditors have been removed from the list:

  a. Art Print
  b. Lubrizol Advanced Materials Inc.
  c. Rohm and Haas Company
  d. EM Sullivan Associates
  e. Brenntag Northeast Inc.
  f. M F Cachat Company
  g. Calucem Inc.
  h. EKA Chemicals Inc.
  i. Action Personnel Services

These creditors have been added to the list:

  a. Darger & Errante LLP
  b. Governo Law Firm LLC
  c. Delany & O'Brien
  d. Goodell DeVries
  e. Tioxide Americas Inc.
  f. Cooley Manion Jones Hake Kurowski
  g. Dickie, McCamey & Chilcote, P.C.
  h. Willingham, Fultz and Cougill
  i. Kurowski, Bailey, & Shultz, LLC

The amended list is:

  Entity                        Nature of Claim      Claim Amount
  ------                        ---------------      ------------
Darger & Errante LLP               Legal fees          $354,713
116 East 27th St.
12th Floor
New York, NY 10016

Governo Law Firm LLC               Legal fees          $282,179
Two International Place
Boston, MA 02110

Ashland Chemical Distributions     Trade Debt          $281,894
PO Box 371002
Pittsburgh, PA 15250-7002

Momentive Specialty                Trade Debt           $202,922

BWay Corporation                   Trade Debt           $103,631

Delany & O'Brien                   Legal Fees            $84,964

Ambyth Chemical                    Trade Debt            $77,964

Engineered Polymer Solution        Trade Debt            $77,005

Steel Flow Corp                    Trade Debt            $61,130

E W Kaufmann Co                    Trade Debt            $60,470

Goodell DeVries                    Legal Fees            $57,441

Tioxide Americas Inc.              Trade Debt            $55,860

Cooley Manion Jones Hake Kurowski  Legal Fees            $54,597

Dickie, McCamey & Chilcote, P.C.   Legal Fees            $50,848

DH Litter Co Inc                   Trade Debt            $49,920

New Penn Motor Express             Trade Debt            $47,306

Willingham, Fultz and Cougill      Legal Fees            $45,189

PLASTICAN                          Trade Debt            $37,645

Kurowski, Bailey, & Shultz, LLC    Legal Fees            $33,088

DSM NEORESINS                      Trade Debt            $31,552

                      About United Gilsonite

Scranton, Pennsylvania-based United Gilsonite Laboratories, a
Pennsylvania Corporation, is a small family-owned corporation
engaged in the manufacturing of wood and masonry finishing
products and paint sundries.  It filed for Chapter 11 bankruptcy
protection on March 23, 2011 (Bankr. M.D. Pa. Case No. 11-02032).
Mark B. Conlan, Esq., at Gibbons P.C., serves as the Debtor's
bankruptcy counsel.  The Debtor estimated its assets at
$10 million to $50 million and debts at $1 million to $10 million.


UNIVERSAL SOLAR: Paritz & Company Raises Going Concern Doubt
------------------------------------------------------------
Universal Solar Technology, Inc., filed on March 30, 2011, its
annual report on Form 10-K for the fiscal year ended Dec. 31,
2010.

Paritz & Company, P.A., in Hackensack, New Jersey, expressed
substantial doubt about Universal Solar Technology's ability to
continue as a going concern.  The independent auditors noted that
the Company's current liabilities exceeded its current assets by
$1,484,406 and the Company has incurred net loss of $1,519,274
since inception.

The Company reported a net loss of $593,808 on $2.4 million of
sales for 2010, compared with a net loss of $389,435 on $691,713
of sales for 2009.

At Dec. 31, 2010, the Company's balance sheet showed $9.3 million
in total assets, $10.1 million in total liabilities, and a
stockholders' deficit of $844,093.

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

                       http://is.gd/Zn6K9d

Headquartered in Zhuhai City, Guangdong Province, in the People's
Republic of China, Universal Solar Technology, Inc., was
incorporated in the State of Nevada on July 24, 2007.  It operates
through its wholly owned subsidiary, Kuong U Science & Technology
(Group) Ltd., a company incorporated in Macau, the People's
Republic of China on May 10, 2007, and its subsidiary, Nanyang
Universal Solar Technology Co., Ltd., a wholly foreign owned
enterprise registered on Sept. 8, 2008 under the wholly foreign-
owned enterprises laws of the PRC.

The Company primarily manufactures, markets and sells silicon
wafers to manufacturers of solar cells.  In addition, the Company
manufactures photovoltaic modules with solar cells purchased from
third parties.


USA TRAVEL: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: USA Travel Centers, LLC
        P.O. Box 69
        Highland Home, AL 36041

Bankruptcy Case No.: 11-30832

Chapter 11 Petition Date: March 31, 2011

Court: U.S. Bankruptcy Court
       Middle District of Alabama (Montgomery)

Judge: Dwight H. Williams, Jr.

Debtor's Counsel: George W. Thomas, Esq.
                  KAUFMAN, GILPIN, MCKENZIE, P.C.
                  P.O. Drawer 4540
                  Montgomery, AL 36103-4540
                  Tel: (334) 244-1111
                  Fax: (334) 244-1969
                  E-mail: gthomas@kgmlegal.com

Estimated Assets: $100,001 to $500,000

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/almb11-30832.pdf

The petition was signed by K. Raymond McCullough, manager.


VEBLEN WEST: Ch. 11 Trustee Can Employ Joel Gratz as Accountant
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of South Dakota has
granted Forrest C. Allred, bankruptcy trustee in Veblen West
Dairy, LLP's Chapter 11 case, permission to employ accountant Joel
Gratz, of Christianson & Associates, PLLP, in Wilmar, Minn., as
his accountant.

CPA Gratz will represent or assist the trustee in carrying
out his duties in preparing the 2010 and 2011 federal tax returns
for the Debtor, as well as any other required federal or state tax
returns.

The accountant's compensation will be as follows: $100.00 per hour
plus sales tax on services, with an estimated cost for the 2010
federal tax return of $2,000.00.

Compensation for services rendered and reimbursement for expenses
incurred will be subject to court approval upon the filing of an
itemized fee application.

Mr. Gratz discloses that his firm has prepared tax returns for
Veblen East, Veblen West, Five Star, The Dairy Dozen - Milnor LLP,
New Horizon Dairy, LLP, Vantage Cattle Company, and Prairie Ridge
Management Company for approximately three years.

                         About Veblen West

Veblen West Dairy LLP, based in Veblen, S.D., operates a 4,000-cow
milking facility.  Veblen West sought Chapter 11 protection
(Bankr. D. S.D. Case No. 10-10071) on April 7, 2010.  Alan E.
Brown, Esq., Chris M. Heffelbower, Esq., Jon S. Swierzewski, Esq.,
Kathleen Harrell-Latham, Esq., Kenneth Corey-Edstrom, Esq., and
Thomas J. Flynn, Esq., at Larkin Hoffman Daly & Lindgren, Ltd., in
Minneapolis, Minn.; and Thomas M. Tobin, Esq., at Tonner Tobin and
King, in Aberdeen, S.D., represent the Debtor as counsel.  The
Debtor disclosed $15.5 million in assets and $23.7 million in
liabilities as of the Chapter 11 filing.  Forrest C. Allred was
appointed Chapter 11 trustee.

Donald F. Neiman, Esq., and Jeffrey D. Goetz, Esq., at Bradshaw
Fowler Proctor & Fairgrave PC, in Des Moines, Iowa; and Forrest C.
Allred, Esq., of Aberdeen, S.D., represent the Chapter 11 trustee
as counsel.

The Dairy Dozen-Milnor, LLP, a related milking facility, also
sought Chapter 11 protection (Bankr. D. N.D. Case No. 10-30377) on
April 7, 2010.  The Dairy Dozen-Thief River Falls, LLP, another
related entity, sought Chapter 11 protection (Bankr. D. Minn. Case
No. 10-60438) on April 7, 2010, and that case has been converted
to a Chapter 7 liquidation proceeding.  Two additional related
entities filed Chapter 11 petitions on July 2, 2010 -- Veblen East
Dairy Limited Partnership (Bankr. D. S.D. Case No. 10-10146) and
The Dairy Dozen-Veblen, LLP (Bankr. D. S.D. Case No. 10-10147).

                        About Veblen East

Veblen, South Dakota-based Veblen East Dairy Limited Partnership
operates a operates a "large calf-raising dairy business" in South
Dakota.  The Company filed for Chapter 11 bankruptcy protection on
July 2, 2010 (Bankr. D. S.D. Case No. 10-10146).  The Debtor
estimated its assets and debts at $50 million to $100 million.
Lee Ann Pierce was appointed Chapter 11 trustee.

The Company's affiliate, Veblen West Dairy, LLP, filed a separate
Chapter 11 petition on April 7, 2010 (Bankr. D. S.D. Case No.
10-10071).  Veblen West operates a 4,000-cow milking facility.

Veblen West and Veblen East' cases are not being jointly
administered.


VEBLEN WEST: Trustee Allred Expects to Close Dairy Sale March End
-----------------------------------------------------------------
Forrest C. Allred, bankruptcy trustee in Veblen West Dairy, LLP's
Chapter 11 case, reported at a status hearing on March 10, 2011,
that once the necessary permits are issued, he expects to close on
the dairy sale near the end of the month.  He also reported he has
some real property (vacant lots in Veblen) to sell and will file
the necessary motion very soon.  Trustee Allred said thereafter he
will either propose a liquidating plan or convert the case to
Chapter 7.  Attorney Robert T. Kugler, of Leonard, Street, and
Deinard, P.A., whose services were terminated on April 28, 2010,
noted for the record the estate will likely be administratively
insolvent.  If the estate is in a liquidating posture, the Court
urged trustee Allred to convert to Chapter 7, rather than propose
a liquidating plan.

As reported in the TCR on Feb. 23, 2011, the U.S. Bankruptcy Court
for the District of South Dakota entered an amended order
confirming Trustee Allred's sale to Veblen West Acquisition, LLC,
or its designee or assignee of all of the Debtor and the
bankruptcy estate's right, title, and interest in the dairy
cattle, personal property, and real property, including the dairy
facility located thereon, free and clear of all liens and other
encumbrances.

Veblen Wast Dairy Acquisition, LLC, is the assignee of secured
creditor, AgStar Financial Services, FLCA, and AgStar Financial
Services, PCA.

The dairy cattle consists of approximately 3,700 dairy cows, of
Holstein-Jersey, Montbeliard and Scandinavian Red bloodlines.

                         About Veblen West

Veblen West Dairy LLP, based in Veblen, S.D., operates a 4,000-cow
milking facility.  Veblen West sought Chapter 11 protection
(Bankr. D. S.D. Case No. 10-10071) on April 7, 2010.  Alan E.
Brown, Esq., Chris M. Heffelbower, Esq., Jon S. Swierzewski, Esq.,
Kathleen Harrell-Latham, Esq., Kenneth Corey-Edstrom, Esq., and
Thomas J. Flynn, Esq., at Larkin Hoffman Daly & Lindgren, Ltd., in
Minneapolis, Minn.; and Thomas M. Tobin, Esq., at Tonner Tobin and
King, in Aberdeen, S.D., represent the Debtor as counsel.  The
Debtor disclosed $15.5 million in assets and $23.7 million in
liabilities as of the Chapter 11 filing.  Forrest C. Allred was
appointed Chapter 11 trustee.

Donald F. Neiman, Esq., and Jeffrey D. Goetz, Esq., at Bradshaw
Fowler Proctor & Fairgrave PC, in Des Moines, Iowa; and Forrest C.
Allred, Esq., of Aberdeen, S.D., represent the Chapter 11 trustee
as counsel.

The Dairy Dozen-Milnor, LLP, a related milking facility, also
sought Chapter 11 protection (Bankr. D. N.D. Case No. 10-30377) on
April 7, 2010.  The Dairy Dozen-Thief River Falls, LLP, another
related entity, sought Chapter 11 protection (Bankr. D. Minn. Case
No. 10-60438) on April 7, 2010, and that case has been converted
to a Chapter 7 liquidation proceeding.  Two additional related
entities filed Chapter 11 petitions on July 2, 2010 -- Veblen East
Dairy Limited Partnership (Bankr. D. S.D. Case No. 10-10146) and
The Dairy Dozen-Veblen, LLP (Bankr. D. S.D. Case No. 10-10147).

                        About Veblen East

Veblen, South Dakota-based Veblen East Dairy Limited Partnership
operates a operates a "large calf-raising dairy business" in South
Dakota.  The Company filed for Chapter 11 bankruptcy protection on
July 2, 2010 (Bankr. D. S.D. Case No. 10-10146).  The Debtor
estimated its assets and debts at $50 million to $100 million.
Lee Ann Pierce was appointed Chapter 11 trustee.

The Company's affiliate, Veblen West Dairy, LLP, filed a separate
Chapter 11 petition on April 7, 2010 (Bankr. D. S.D. Case No.
10-10071).  Veblen West operates a 4,000-cow milking facility.

Veblen West and Veblen East' cases are not being jointly
administered.


VINCENT M. DOLCE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Vincent M. Dolce DMD P.A.
        9897 Lake Worth Road, Suite 108
        Lake Worth, FL 33467

Bankruptcy Case No.: 11-18996

Chapter 11 Petition Date: April 1, 2011

Court: U.S. Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Erik P. Kimball

Debtor's Counsel: Julianne R. Frank, Esq.
                  FRANK, WHITE-BOYD, P.A.
                  11382 Prosperity Farms Road, #230
                  Palm Beach Gardens, FL 33410
                  Tel: (561) 626-4700
                  Fax: (561) 627-9479
                  E-mail: fwbbnk@fwbpa.com

Scheduled Assets: $129,494

Scheduled Debts: $1,000,163

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/flsb11-18996.pdf

The petition was signed by Vincent M. Dolce, president.


VITRO SAB: Judge to Rule on Involuntary Chapter 11 Petition
-----------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
Vitro SAB opposed involuntary filings against U.S. subsidiaries,
prompting the bankruptcy judge in Fort Worth, Texas, to hold a
two-day trial on March 31 and April 1.  When the trial ended, U.S.
Bankruptcy Judge Russell Nelms said he would rule later, without
giving a date.

Mr. Richelle notes a business can be forced into bankruptcy
involuntarily if it's shown that the company isn't "generally"
paying its debts as they come due.  Vitro SAB has been in default
on $1.2 billion in bonds for two years.  Vitro, however, argued
that the U.S. subsidiaries are immune from involuntary bankruptcy
because they are paying all their debts aside from the notes.  The
U.S. subsidiaries guaranteed the notes.

According to Mr. Rochelle, the Company's legal director, Alejandro
Sanchez, said Vitro would seek a buyer for the U.S. companies if
they are put into bankruptcy reorganization involuntarily.

Mr. Rochelle also reports that just before the trial on the
involuntary petition began, Vitro sustained a defeat when the
bankruptcy judge in Fort Worth, Texas, refused to allow additional
defenses.  The judge said Vitro couldn't argue that the creditors
lacked standing to file the involuntary petition because they
weren't registered holders of the notes.  The judge also precluded
Vitro from arguing that the creditors weren't in good faith
because they attempted to frustrate the company's restructuring
efforts.

                       About Vitro SAB

Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global
glass producer, serving the construction and automotive glass
markets and glass containers needs of the food, beverage, wine,
liquor, cosmetics and pharmaceutical industries.

Vitro is the largest manufacturer of glass containers and flat
glass in Mexico, with consolidated net sales in 2009 of MXN23,991
million (US$1.837 billion).

Vitro defaulted on its debt in 2009, and is now seeking to
restructure around US$1.5 billion in debt, including US$1.2
billion in notes.

Vitro launched an offer to buy back or swap US$1.2 billion in debt
from bondholders.  The tender offer would be consummated with a
bankruptcy filing in Mexico and Chapter 15 filing in the United
States.  Vitro said noteholders would recover as much as 73% by
exchanging existing debt for cash, new debt or convertible bonds.
The offer was to expire Dec. 7, 2010.

Noteholders who oppose the exchange, namely Knighthead Master
Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc., Davidson
Kempner Distressed Opportunities Fund LP, and Brookville Horizons
Fund, L.P. -- which hold US$75 million, or approximately 6% of the
outstanding bond debt -- commenced involuntary bankruptcy cases
under Chapter 11 of the U.S. Bankruptcy Code against Vitro Asset
Corp. (Bankr. N.D. Tex. Case No. 10-47470) and nine other
affiliates on Nov. 17, 2010.

Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation
Counsel to analyze the potential rights that Vitro may exercise in
the United States against the ad hoc group of dissident
bondholders and its advisors.

A larger group of noteholders, known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent approximately US$650 million of the
Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not
among the Chapter 11 petitioners, although the group has expressed
concerns over the exchange offer.  The group says the exchange
offer exposes Noteholders who consent to potential adverse
consequences that have not been disclosed by Vitro.  The group is
represented by John Cunningham, Esq., and Richard Kebrdle, Esq. at
White & Case LLP.

The U.S. affiliates subject to the involuntary petitions are Vitro
Chemicals, Fibers & Mining, LLC (Bankr. N.D. Tex. Case No. 10-
47472); Vitro America, LLC (Bankr. N.D. Tex. Case No. 10-47473);
Troper Services, Inc. (Bankr. N.D. Tex. Case No. 10-47474); Super
Sky Products, Inc. (Bankr. N.D. Tex. Case No. 10-47475); Super Sky
International, Inc. (Bankr. N.D. Tex. Case No. 10-47476); VVP
Holdings, LLC (Bankr. N.D. Tex. Case No. 10-47477); Amsilco
Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47478); B.B.O.
Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47479); Binswanger
Glass Company (Bankr. N.D. Tex. Case No. 10-47480); Crisa
Corporation (Bankr. N.D. Tex. Case No. 10-47481); VVP Finance
Corporation (Bankr. N.D. Tex. Case No. 10-47482); VVP Auto Glass,
Inc. (Bankr. N.D. Tex. Case No. 10-47483); V-MX Holdings, LLC
(Bankr. N.D. Tex. Case No. 10-47484); and Vitro Packaging, LLC
(Bankr. N.D. Tex. Case No. 10-47485).

Vitro SAB on Dec. 13, 2010, filed its voluntary petition for a
pre-packaged Concurso Plan in the Federal District Court for Civil
and Labor Matters for the State of Nuevo Leon, thereby commencing
its voluntary concurso mercantil proceedings.  Vitro SAB believes
that, as a result of the implementation of the Concurso Plan
through the Mexican Proceeding, the holders of the Restructured
Debt will recover 68% to 75% of the face value of their respective
claims.

Vitro SAB also commenced parallel proceedings under Chapter 15 of
the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in
Manhattan on Dec. 13, 2010, to seek U.S. recognition and deference
to its bankruptcy proceedings in Mexico.

Alejandro Francisco Sanchez-Mujica, as foreign representative of
Vitro, has asked the U.S. Bankruptcy Court to enter an order
recognizing the Mexican Proceeding as "foreign main proceeding"
pursuant to 11 U.S.C. Sections 1515 and 1517.

Early in January 2011, the Mexican Court dismissed the Concurso
Mercantil proceedings.  The judge said Vitro couldn't push through
a plan based on the vote of $1.9 billion of intercompany debt when
third-party creditors were opposed.  Vitro is appealing.


WASHINGTON LOOP: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Washington Loop, LLC, a Limited Liability Company
        37894 Washington Loop Road
        Punta Gorda, FL 33955

Bankruptcy Case No.: 11-06053

Chapter 11 Petition Date: March 31, 2011

Court: United States Bankruptcy Court
       Middle District of Florida (Ft. Myers)

Debtor's Counsel: Joel S. Treuhaft, Esq.
                  2997 Alternate 19, Suite B
                  Palm Harbor, FL 34683
                  Tel: (727) 797-7799
                  Fax: (727) 213-6933
                  E-mail: jstreuhaft@yahoo.com

Scheduled Assets: $45,098,259

Scheduled Debts: $19,654,992

The petition was signed by Lovina Lehr, managing member.

Debtor's List of 20 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Robinson Engineering                             $650,000
P.O. Box 5269
1410 N. Cullen Ave.
Evansville, IN 47716-5269

Mary Smith                                       $500,000
5201 Point Road
Englewood, FL 34223

Ursine Capital LLC                               $250,000
c/o Michael Chiantella
209 Nassau St. S., Suite 101
Venice, FL 34285

Mike Trewergy                                    $225,000
Farr Law, Atn Gary Kahle
99 Nesbit Street
Punta Gorda, FL 33950

Becker & Poliakoff                               $128,924

Vickie L. Potts                                  $41,944

ASAP                                             $24,780

Barclay Consulting                               $20,360

Bermont Partners                                 $19,946

Cardmember Service                               $15,512

JH Williams Oil Co.                              $14,012

Kelly Tractor                                    $13,943

Berntsson Ittersagen et al                       $13,614

Nortrax, John Deere                              $13,453

Gator Petroleum                                  $10,000

Wilson Miller, Inc.                              $7,320

RSC Equipment Rental                             $6,679

Cred Leasing Corp of Florida                     $5,007

Ronnies Mobile Repair                            $4,733

Lorenz Tires & Repair Serv                       $4,717


WESTERN IOWA ENERGY: Eide Bailly Raises Going Concern Doubt
-----------------------------------------------------------
Western Iowa Energy, LLC, filed on March 29, 2011, its annual
report on Form 10-K for the fiscal year ended Dec. 31, 2010.

Eide Bailly LLP, in Sioux Falls, South Dakota, expressed
substantial doubt about Western Iowa Energy's ability to continue
as a going concern.  The independent auditors noted that the
federal blender's tax credit expires on Dec. 31, 2011.  "The
elimination or reduction in the credit may materially impair the
Company's ability to profitably produce and sell biodiesel.  As a
result of these factors, the Company warm idled its facility in
April 2010 and has had reduced production during 2010."

The Company reported a net loss of $2.2 million on $11.6 million
of revenues for 2010, compared with net income of $1.6 million on
$50.1 million of revenues for 2009.

At Dec. 31, 2010, the Company's balance sheet showed $30.1 million
in total assets, $3.8 million in total liabilities, and total
members' equity of $26.3 million.

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

                       http://is.gd/7cTigG

Wall Lake, Iowa-based Western Iowa Energy, LLC
-- http://www.westerniowaenergy.com/-- is an Iowa limited
liability company formed on Sept. 21, 2004, for the purpose of
developing, constructing, and operating a biodiesel manufacturing
facility in Sac County, Iowa.  The Company's biodiesel production
plant first commenced operations in May 2006.


WHITE-MEADOWS TREE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: White-Meadows Tree Service, Inc.
        82 Marion Beavers Road
        Sharpsburg, GA 30277

Bankruptcy Case No.: 11-11143

Chapter 11 Petition Date: March 31, 2011

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

Debtor's Counsel: Thomas F. Tierney, Esq.
                  THOMAS F. TIERNEY, P.C.
                  1401 Georgian Park, Suite 110
                  Peachtree City, GA 30269
                  Tel: (770) 631-1100
                  Fax: (770) 631-7055
                  E-mail: Tierneylawyer@yahoo.com

Scheduled Assets: $1,412,950

Scheduled Debts: $797,061

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/ganb11-11143.pdf

The petition was signed by David Meadows, CEO.


WINGATE AIRPORT: Taps Neil J. Beller Ltd. as Bankruptcy Counsel
---------------------------------------------------------------
Wingate Airport South, LLC, asks the U.S. Bankruptcy Court for the
District of Nevada for permission to employ Neil J. Beller, Esq.,
of the law offices of Neil J. Beller, Ltd., as its bankruptcy
counsel.

The hearing on the motion is set for April 27, 2011, at 9:30 a.m.

Neil J. Beller, Ltd., declares that it does not represent any
related parties to the Debtor, and that it does not represent
parties who are now or may become adverse to the interest of the
Debtor with respect to matters in which it is to be employed.

Neil J. Beller, Ltd., has agreed to represent Debtor in its
bankruptcy proceedings for a $10,000 retainer, which has been paid
by the Debtor, and $425 per hour attorney time and $125 per hour
paralegal time.

Las Vegas, Nevada-based Wingate Airport South, LLC, filed for
Chapter 11 bankruptcy protection on Feb. 11, 2011 (Bankr. D.
Nev. Case No. 11-11950).  In its schedules, the Debtor disclosed
$12,000,000 in assets and $9,497,529 in liabilities as of the
Petition Date.


ZAIS INVESTMENT: Anchorage Capital Files Involuntary Petition
-------------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
three funds advised by Anchorage Capital Group LLC filed an
involuntary Chapter 11 petition on April 1 against Zais Investment
Grade Ltd. VII (Bankr. D. N.J. Case No. 11-20243).  The petition,
in Trenton, New Jersey, said the creditors together have claims
exceeding $133 million.  The Zais fund is affiliated with Zais
Group LLC from Red Bank, New Jersey.


ZAIS INVESTMENT: Involuntary Chapter 11 Case Summary
----------------------------------------------------
Alleged Debtor: Zais Investment Grade Limited VII
                P.O. Box 1093 GT
                Queensgate House
                South Church Street, Georgetown
                Grand Cayman, Cayman Islands

Bankruptcy Case No.: 11-20243

Involuntary Chapter 11 Petition Date: April 1, 2011

Court: U.S. Bankruptcy Court
       District of New Jersey (Trenton)

Debtor's Counsel: Pro Se

Petitioners' Counsel: Martha Baskett Chovanes, Esq.
                      FOX ROTHSCHILD LLP
                      997 Lenox Drive, Building 3
                      Lawrenceville, NJ 08648
                      Tel: (609) 844-7437
                      Fax: (609) 896-1469
                      E-mail: mchovanes@foxrothschild.com

Creditors who signed the Chapter 11 petition:

  Petitioners                    Nature of Claim    Claim Amount
  -----------                    ---------------    ------------
Anchorage Capital Master         Zing 7A A1A Notes  $77,761,370
Offshore, Ltd.                   Zing 7X COM3        $4,964,920
c/o Anchorage Capital
Group, L.L.C.
610 Broadway, 5th Floor
Attn: Daniel Allen
New York, NY 1001

GRF Master Fund, L.P.            Zing 7A A1A Notes  $7,402,992
c/o Anchorage Capital            Zing 7X COM3         $522,623
Group, L.L.C.
610 Broadway, 5th Floor
Attn: Daniel Allen
New York, NY 10012

Anchorage Illiquid               Zing 7A A1A Notes  $39,838,424
Opportunities Offshore           Zing 7X COM3        $2,781,811
Master, L.P.
c/o Anchorage Capital Group, L.L.C.
610 Broadway, 5th Floor
Attn: Daniel Allen
New York, NY 10012


ZOOM TELEPHONICS: Recurring Losses Prompt Going Concern Doubt
-------------------------------------------------------------
Zoom Telephonics, Inc., filed on March 29, 2011, its annual report
on Form 10-K for the fiscal year ended Dec. 31, 2010.

Marcum LLP, in Boston, Massachusetts, expressed substantial doubt
about Zoom Telephonics' 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.

The Company reported net income of $268,185 on $13.3 million of
sales for 2010, compared with a net loss of $2.6 million on
$10.7 million of sales for 2009.

At Dec. 31, 2010, the Company's balance sheet showed $5.5 million
in total assets, $1.4 million in total liabilities, and
stockholders' equity of $3.1 million.

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

                       http://is.gd/ehn2Bs

Headquartered in Boston, Massachusetts, Zoom Telephonics, Inc.
(OTC BB: ZMTP) -- http://www.zoomtel.com/-- designs, produces,
markets, sells, and supports broadband and dial-up modems, Voice
over Internet Protocol or "VoIP" products and services, WiFi(R)
and Bluetooth(R) wireless products, dialers, and other
communication-related products.


* Bay Area Towns Seeking to Outsource Services, Merge Police
------------------------------------------------------------
Dow Jones' DBR Small Cap reports that some Bay Area cities
struggling with declining revenue are taking steps to merge police
operations or outsource the agencies to county sheriff
departments:

     * Half Moon Bay, which is struggling to avoid insolvency,
       plans to close its police department and is weighing
       competing bids from the neighboring Pacifica Police
       Department and San Mateo County Sheriff's Office;

     * Millbrae and San Bruno have begun discussions to merge
       back-office operations and other services after deciding
       last year to share a chief;

     * San Carlos last year outsourced its police to the San Mateo
       County Sheriff.

DBR notes the moves come as tough economic times forced some Bay
Area cities to slash budgets.  Now, some small municipalities see
outsourcing law enforcement as the only way to stave off further
reductions to core services.

DBR relates that while the moves could save money in the short
term, some experts caution that the gains could be fleeting.


* Junk Bond Sales on Track to Set Record in 2011
------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
the liquidity pumped into the financial system by the Federal
Reserve is resulting in record sales of junk bonds.  In the first
quarter, $88.3 billion in junk-rated debt was sold.  If the pace
so far this year continues, 2011 will surpass last year's record
issuance of $287.6 billion in junk debt.


* Disclosure Requirement Clarified for Contract Lawyers
-------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
U.S. Bankruptcy Judge D. Michael Lynn wrote an opinion on March 1
explaining a law firm's disclosure obligations when hiring so-
called contract lawyers.  To comply with disclosure requirements
and avoid any later allegation about improper fee-sharing, Judge
Lynn in substance suggested that all applications for retention in
bankruptcy cases include a boilerplate provision saying the firm
may hire contract lawyers.  A contract lawyer is an attorney, not
a regular associate, who is hired for a specific project and often
paid by the hour.  The case is In re Ferguson, 05-45596, U.S.
Bankruptcy Court, Northern District of Texas (Fort Worth).


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------


                                               Total
                                              Share-       Total
                                   Total    Holders'     Working
                                  Assets      Equity     Capital
  Company           Ticker         ($MM)       ($MM)       ($MM)
  -------           ------       -------   ---------    --------
ABRAXAS PETRO       AXAS US        182.9       (15.0)       (8.9)
ACCO BRANDS CORP    ABD US       1,149.6       (79.8)      292.8
ALASKA COMM SYS     ALSK US        620.6       (20.5)        1.4
AMER AXLE & MFG     AXL US       2,114.7      (468.1)       33.0
AMR CORP            AMR US      25,088.0    (3,945.0)   (1,942.0)
ANOORAQ RESOURCE    ARQ SJ       1,092.1       (41.5)      (62.8)
ARQULE INC          ARQL US         88.9       (14.6)       34.9
ARRAY BIOPHARMA     ARRY US        127.5      (130.6)       26.2
AUTOZONE INC        AZO US       5,765.6    (1,038.4)     (487.0)
BLUEKNIGHT ENERG    BKEP US        323.8       (37.7)      (85.1)
BOARDWALK REAL E    BOWFF US     2,326.8      (109.0)        -
BOARDWALK REAL E    BEI-U CN     2,326.8      (109.0)        -
BOSTON PIZZA R-U    BPF-U CN       112.0      (115.5)        2.0
CABLEVISION SY-A    CVC US       8,840.7    (6,280.7)     (522.2)
CANADIAN SATEL-A    XSR CN         188.3        (6.1)      (44.0)
CC MEDIA-A          CCMO US     17,479.9    (7,204.7)    1,504.6
CENTENNIAL COMM     CYCL US      1,480.9      (925.9)      (52.1)
CENVEO INC          CVO US       1,397.7      (341.3)      222.7
CHENIERE ENERGY     CQP US       1,743.5      (536.0)       26.5
CHENIERE ENERGY     LNG US       2,553.5      (472.6)       99.3
CHOICE HOTELS       CHH US         411.7       (58.1)       (1.7)
CLEVELAND BIOLAB    CBLI US         19.9       (12.5)      (12.7)
COLUMBIA LABORAT    CBRX US         29.9       (19.9)        2.0
COMMERCIAL VEHIC    CVGI US        286.2        (0.1)      116.1
CORNERSTONE ONDE    CSOD US         42.9       (55.1)      (13.9)
CUMULUS MEDIA-A     CMLS US        319.6      (341.3)       16.9
DENNY'S CORP        DENN US        311.2      (103.7)      (27.8)
DISH NETWORK-A      DISH US      9,632.2    (1,133.4)       74.1
DISH NETWORK-A      EOT GR       9,632.2    (1,133.4)       74.1
DOMINO'S PIZZA      DPZ US         460.8    (1,210.7)      118.9
DUN & BRADSTREET    DNB US       1,905.5      (645.6)     (259.4)
EASTMAN KODAK       EK US        6,239.0    (1,075.0)      966.0
ENDOCYTE INC        ECYT US         21.2        (7.1)       12.4
EXELIXIS INC        EXEL US        360.8      (228.3)      (16.5)
FLOTEK INDS         FTK US         184.8        (3.5)       45.5
FLUIDIGM CORP       FLDM US         24.8        (4.6)        2.4
FORD MOTOR CO       F US       165,793.0      (642.0)  (25,852.0)
FORD MOTOR CO       F BB       165,793.0      (642.0)  (25,852.0)
GENCORP INC         GY US          991.5      (195.1)       71.4
GLG PARTNERS INC    GLG US         400.0      (285.6)      156.9
GLG PARTNERS-UTS    GLG/U US       400.0      (285.6)      156.9
GRAHAM PACKAGING    GRM US       2,806.8      (530.7)      268.0
HCA HOLDINGS INC    HCA US      23,852.0   (10,794.0)    2,650.0
HOVNANIAN ENT-A     HOV US       1,670.1      (401.3)    1,042.4
HUGHES TELEMATIC    HUTC US        108.8       (62.4)      (16.0)
IDENIX PHARM        IDIX US         69.9       (31.1)       29.5
INCYTE CORP         INCY US        489.6       (88.6)      341.9
IPCS INC            IPCS US        559.2       (33.0)       72.1
ISTA PHARMACEUTI    ISTA US        134.2       (79.1)       15.8
JUST ENERGY GROU    JE CN        1,760.9      (328.6)     (339.4)
KNOLOGY INC         KNOL US        787.7       (15.9)       20.4
KV PHARM-A          KV/A US        296.2      (233.4)     (134.5)
KV PHARM-B          KV/B US        296.2      (233.4)     (134.5)
LIGHTING SCIENCE    LSCG US         60.0      (122.4)       28.3
LIN TV CORP-CL A    TVL US         790.5      (131.4)       30.6
LIZ CLAIBORNE       LIZ US       1,257.7       (21.7)       39.0
LORILLARD INC       LO US        3,296.0      (225.0)    1,509.0
MAINSTREET EQUIT    MEQ CN         448.9        (9.0)        -
MANNKIND CORP       MNKD US        277.3      (185.5)       55.8
MEAD JOHNSON        MJN US       2,293.1      (358.3)      472.9
MEDQUIST INC        MEDQ US        323.9       (30.6)       45.2
MERITOR INC         MTOR US      2,814.0      (990.0)      357.0
MOODY'S CORP        MCO US       2,540.3      (298.4)      409.2
MORGANS HOTEL GR    MHGC US        714.8        (1.8)       13.7
MPG OFFICE TRUST    MPG US       2,771.0    (1,045.5)        -
NATIONAL CINEMED    NCMI US        854.5      (318.4)       77.3
NAVISTAR INTL       NAV US       9,279.0      (832.0)    2,002.0
NEWCASTLE INVT C    NCT US       3,687.1      (247.6)        -
NEXSTAR BROADC-A    NXST US        602.5      (175.2)       53.6
NPS PHARM INC       NPSP US        228.9      (155.3)      133.8
NYMOX PHARMACEUT    NYMX US         13.5        (2.9)        8.3
ODYSSEY MARINE      OMEX US         19.4        (3.5)      (15.5)
OTELCO INC-IDS      OTT US         322.1        (5.2)       22.0
OTELCO INC-IDS      OTT-U CN       322.1        (5.2)       22.0
PALM INC            PALM US      1,007.2        (6.2)      141.7
PDL BIOPHARMA IN    PDLI US        316.7      (324.2)       90.7
PLAYBOY ENTERP-A    PLA/A US       165.8       (54.4)      (16.9)
PLAYBOY ENTERP-B    PLA US         165.8       (54.4)      (16.9)
PRIMEDIA INC        PRM US         212.7       (93.8)       (1.0)
PROTECTION ONE      PONE US        562.9       (61.8)       (7.6)
QUALITY DISTRIBU    QLTY US        271.3      (144.5)       35.0
QWEST COMMUNICAT    Q US        17,220.0    (1,655.0)   (1,649.0)
REGAL ENTERTAI-A    RGC US       2,492.6      (491.7)     (122.5)
RENAISSANCE LEA     RLRN US         53.8       (35.1)      (40.9)
REVLON INC-A        REV US       1,086.7      (696.4)      157.6
RSC HOLDINGS INC    RRR US       2,718.0       (37.3)      (60.8)
RURAL/METRO CORP    RURL US        285.3       (98.6)       60.1
SALLY BEAUTY HOL    SBH US       1,670.4      (406.1)      371.1
SINCLAIR BROAD-A    SBGI US      1,485.9      (157.1)       36.4
SINCLAIR BROAD-A    SBTA GR      1,485.9      (157.1)       36.4
SMART TECHNOL-A     SMT US         559.1       (63.2)      201.9
SMART TECHNOL-A     SMA CN         559.1       (63.2)      201.9
SUN COMMUNITIES     SUI US       1,162.7      (132.4)        -
SWIFT TRANSPORTA    SWFT US      2,567.9       (83.2)      186.1
TAUBMAN CENTERS     TCO US       2,546.9      (527.9)        -
TEAM HEALTH HOLD    TMH US         807.7       (51.4)       17.9
THERAVANCE          THRX US        331.2       (22.4)      276.3
UNISYS CORP         UIS US       3,020.9      (933.8)      538.7
UNITED RENTALS      URI US       3,693.0       (20.0)      156.0
VECTOR GROUP LTD    VGR US         949.6       (46.2)      299.9
VENOCO INC          VQ US          750.9       (84.2)      (11.6)
VERISK ANALYTI-A    VRSK US      1,217.1      (114.4)     (480.4)
VERSO PAPER CORP    VRS US       1,516.1        (6.8)      162.4
VIRGIN MOBILE-A     VM US          307.4      (244.2)     (138.3)
VONAGE HOLDINGS     VG US          260.4      (129.6)      (67.7)
WARNER MUSIC GRO    WMG US       3,604.0      (228.0)     (602.0)
WEIGHT WATCHERS     WTW US       1,092.0      (686.7)     (348.7)
WESTMORELAND COA    WLB US         750.3      (162.4)      (35.8)
WORLD COLOR PRES    WC CN        2,641.5    (1,735.9)      479.2
WORLD COLOR PRES    WCPSF US     2,641.5    (1,735.9)      479.2
WORLD COLOR PRES    WC/U CN      2,641.5    (1,735.9)      479.2
WR GRACE & CO       GRA US       4,271.7       (68.8)    1,371.3



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Philline Reluya, Ronald C. Sy, Joel Anthony G.
Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2011.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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