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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

             Friday, April 8, 2011, Vol. 14, No. 97

                            Headlines

4KIDS ENTERTAINMENT: Files for Ch. 11 Due to Yu-Gi-Oh! Dispute
4KIDS ENTERTAINMENT: Case Summary & 39 Largest Unsecured Creditors
4KIDS ENTERTAINMENT: Posts $31.6 Million Net Loss in 2010
ADINO ENERGY: Swings to $277,802 Net Loss in 2010
ALIMENTATION COUCHE-TARD: S&P Hikes Corporate Rating From 'BB+'

ALION SCIENCE: Moody's Affirms 'Caa1' Corporate Family Rating
AMBAC FIN'L: Directors Disclose Ownership Common Stock
AMBAC FIN'L: AAC Expects to Start Plan Payments Next Month
AMBASSADORS INT'L: Obtains Interim Okay of $5 Million Loan
AMBASSADORS INT'L: Organizational Meeting Set for April 11

AMBASSADORS INT'L: Sale Process Proceeding as Planned
AMERICA WEST: Lenders Convert $3-Mil. Debt Into Shares
AMERICAN APPAREL: Looking for Buyers, peHUB Says
ANGEL ACQUISITION: Delays Filing of 2010 Annual Report
ANGIOTECH PHARMACEUTICALS: Court Sanctions Amended CCAA Plan

ANTS SOFTWARE: Recurring Operating Losses Cue Going Concern Doubt
ARAPAHOE LAND: 67-Acre Property in League City Valued at $13.5MM
ATLANTIC SOUTHERN: Delays Filing of 2010 Annual Report
AVIS BUDGET: Moody's Upgrades Corporate Family Rating to 'B1'
AVISTAR COMMUNICATIONS: Sells $3 Million Conv. Note to G. Burnett

BAKERS FOOTWEAR: Incurs $9.29 Million Net Loss in Fiscal 2011
BALLROOM, LLC: Case Summary & 12 Largest Unsecured Creditors
BEAZER HOMES: Introduces Pre-Owned Homes Division
BIOLASE TECHNOLOGY: IsZo Capital Discloses 5.7% Equity Stake
BLACK CROW: GECC Says Plan Not Confirmable

BLOCKBUSTER INC: Court Approves Sale of Assets to DISH Network
BLUE DOLPHIN ENERGY: UHY LLP Raises Going Concern Doubt
BLUEKNIGHT ENERGY: Amendment to Global Transaction Pact Proposed
BLUEKNIGHT ENERGY: Inks First Amendment to JPMorgan Credit Pact
BOOMERANG SYSTEMS: Ryan Burleson Resigns as COO

BRN LLC: Case Summary & 2 Largest Unsecured Creditors
C-SWDE348 LLC: Files Reorganization Plan & Disclosure Statement
CALYPTE BIOMEDICAL: Delays Filing of 2010 Annual Report
CAPMARK FINANCIAL: Pacific Coast-Led Auction Set for April 29
CARGO TRANSPORTATION: Wants Plan Exclusivity Until May 12

CATASYS INC: Significant Operating Losses Cue Going Concern Doubt
CC MEDIA: M. Mays to Step Down as CEO, to Stay as Board Chairman
CHAMPION ENTERPRISES: Chapter 11 Plan of Liquidation Confirmed
CHINA IVY: Michael Studer Raises Going Concern Doubt
CHINA RUITAI: Bernstein & Pinchuk Raises Going Concern Doubt

CLAYTON IVY: Voluntary Chapter 11 Case Summary
COATES INT'L: Trust, 2 Directors Convert Notes to Shares
COMMONWEALTH BANKSHARES: Expects $52M Loss, Going Concern Doubt
COMMUNITY BUILDERS: Ohio Apartments in Chapter 11
COMMUNITY CENTRAL: Sees $17-Mil. Loss, Going Concern Doubt

COMPLIANCE SYSTEMS: Delays Filing of 2010 Annual Report
COMPREHENSIVE CARE: Recurring Losses Cue Going Concern Doubt
CONQUEST PETROLEUM: Delays Filing of 2010 Annual Report
COUNTRYVIEW MHC: Submits Chapter 11 Plan of Reorganization
CREATIVE VISTAS: Kingery & Crouse Raises Going Concern Doubt

CRYOPORT INC: Files Form S-1; Registers 40.94MM Common Shares
CRYSTALLEX INT'L: Lowers Net Loss to $48.2-Mil. in 2010
CUI GLOBAL: Webb & Company Raises Going Concern Doubt
CYBEX INT'L: Unfavorable Jury Verdict Prompts Going Concern Doubt
CYTOCORE INC: Delays Filing of 2010 Annual Report

DAIS ANALYTIC: To Restate 2009 Annual Report to Correct Errors
DENNY'S CORPORATION: Board OKs 6-Mil. Shares Repurchase Program
DIAMOND VALLEY: Case Summary & 7 Largest Unsecured Creditors
DIGUANG INTERNATIONAL: Recurring Losses Cue Going Concern Doubt
DISCOVERY INSURANCE: AM Upgrades Issuer Credit Rating to 'BB'

DJSP ENTERPRISES: Delays Filing of 2010 Annual Report
DOMINION CLUB: Club Members Want to Recover Deposits
DONALD DEAN: Voluntary Chapter 11 Case Summary
DRYSHIPS INC: Ocean Rig to Offer $500MM of Sr. Unsecured Bonds
DS WATERS: Moody's Holds B3 Corp. Family Rating, Outlook Negative

DUNE ENERGY: Alan Gaines to Resign From Board of Directors
DUTCH GOLD: Incurs $3.70 Million Net Loss in 2010
E-DEBIT GLOBAL: Announces Entry Into the Prepaid Marketplace
ECOLOGIX RESOURCE: Delays Filing of 2010 Annual Report
EDIETS.COM INC: Recurring Losses Cue Going Concern Doubt

EMIVEST AEROSPACE: In Talks With AVIC on Possible Sale
EMIVEST AEROSPACE: Staves Off Liquidation at Last Second
ENERGY FUTURE: TCEH Seeks to Amend 2007 Credit Agreement
FEIHE INT'L: Deloitte Touche Tohmatsu Raises Going Concern Doubt
FIRST SECURITY: Delays Filing of 2010 Annual Report

FKF 3 LLC: U.S. Trustee Forms 5-Member Creditors Committee
FORUM HEALTH: Solvent Debtors' Chapter 11 Cases Dismissed
FRAMECON INCORPORATED: Case Summary & Creditors List
FREE AND CLEAR: Case Summary & 20 Largest Unsecured Creditors
GARRISON ROAD: Court Enters Show Cause Order on Case Dismissal

GATEWAY HOTEL: Has Access to Cash Collateral Until May
GATEWAY HOTEL: Has OK to Hire Bryan Cave as Gen. Bankr. Counsel
GATEWAY HOTEL: Section 341(a) Meeting Scheduled for May 3
GRAMERCY PARK: Judge James Peck Assigned to Chapter 11 Case
GRAMERCY PARK: Section 341(a) Meeting Scheduled for May 3

GREAT ATLANTIC: Sues Stop & Shop for Non-Compete Violation
GREEN ENERGY: MaloneBailey LLP Raises Going Concern Doubt
GREENHOUSE HOLDINGS: PKF Raises Going Concern Doubt
GREENSHIFT CORP: Incurs $12.14 Million Net Loss in 2010
GREYSTONE LOGISTICS: 2005 Loan Pact With F&M Bank Amended

GREYSTONE LOGISTICS: To Move Existing Debt to Long-Term Facility
GRUBB & ELLIS: Balance Sheet Upside-Down by $59-Mil. at Dec. 31
GUANGZHOU GLOBAL: Delays Filing of 2010 Annual Report
H&S JOURNAL: Case Summary & 6 Largest Unsecured Creditors
HALO COMPANIES: Montgomery Coscia Raises Going Concern Doubt

HARRY & DAVID: Has Interim OK for $100-Mil. DIP Loan
HARRY & DAVID: Seeks OK of Backstop Stock Purchase Deal
HCA HOLDINGS: 2011 Senior Officer PEP Adopted
HEALTH NET: Fitch Affirms 'BB+' Long-Term Issuer Default Rating
HEALTH NET: S&P Affirms 'BB' Counterparty Credit Rating

HERCULES OFFSHORE: Court OKs Purchase of Seahawk's Jackup Rigs
HICKORY HILL: Case Summary & 20 Largest Unsecured Creditors
HOTEL MONACO: Pebblebrook Trust Acquires Seattle Hotel
HUBBARD RADIO: S&P Assigns 'B' Corporate Credit Rating
IMAGE METRICS: Hikes Rosi Kahane Loan to $7.1 Million

IMH FINANCIAL: Delays Filing of 2010 Annual Report
INDIANAPOLIS DOWNS: Files for Chapter 11 Bankruptcy
INTERNATIONAL COAL: 4% and 9% Sr. Notes Have Become Convertible
INTERNATIONAL ENERGY: Files Schedules of Assets & Liabilities
INTERNATIONAL ENERGY: Sec. 341(a) Meeting Scheduled for April 28

INVISION PROPERTIES: Case Summary & 14 Largest Unsecured Creditors
JETBLUE AIRWAYS: Amended A320 Purchase Pact Kept Confidential
JOB P. WYATT: Case Summary & 15 Largest Unsecured Creditors
JUNIPER GROUP: Delays Filing of 2010 Annual Report
KENTUCKY ENERGY: Delays Filing of 2010 Annual Report

KIEBLER SLIPPERY: Court Enters Final Decree Closing Chap. 11 Case
KINGS RANCH: K Ranch Asks Court to Dismiss Bankruptcy Case
LATTICE INC: Acquavella Chiarelli Raises Going Concern Doubt
LECG CORP: Provides Update on State of the Firm
LIFECARE HOLDINGS: Incurs $1.89 Million Net Loss in Dec. 31 Qtr.

LITHIUM TECHNOLOGY: Incurs $7.25 Million Net Loss in 2010
LIZ CLAIBORNE: Closes Senior Secured Notes Offering
LIZ CLAIBORNE: Accept Valid Tenders for Euro Notes
LOCATEPLUS HOLDINGS: Delays Filing of 2010 Annual Report
LONGVIEW POWER: S&P Affirms 'B' Rating on $1.1 Bil. Secured Loan

LTAP US: Wells Fargo Settlement Approved; Case Dismissal Next
MAGNES ENTERPRISES: Case Summary & 13 Largest Unsecured Creditors
MARTIN CADILLAC: Dismissal/Conversion Hearing Moved to Apr. 13
MASONITE INC: S&P Affirms 'BB-' Long-Term Corp. Credit Rating
MATCHES, INC: Bernstein & Pinchuk Raises Going Concern Doubt

MESA AIR: Waterstone Entities Become Substantial Claimholders
MESA AIR: U.S. Bank Transfers Claims to Various Entities
MESA AIR: ALPA Pilots Begin Talks for Competitive Package
MICHAEL H. CLEMENT: Debtor Didn't Have to Assume or Reject Lease
MICROFIELD GROUP: Incurs $308,108 Net Loss in 2010

MILBANK 509: Case Summary & 9 Largest Unsecured Creditors
MOOD MEDIA: S&P Assigns 'B' Corporate Credit Rating
MOSDOS CHOFETZ: U.S. Trustee Wants Case Dismissed or Converted
MOUNTAIN PROVINCE: Incurs C$1.56 Million Net Loss in 2010
NANCY'S TRUST: Case Summary & 5 Largest Unsecured Creditors

NCO GROUP: Incurs $82.25 Million Net Loss in Dec. 31 Quarter
NEONODE INC: KMJ Corbion Raises Going Concern Doubt
NEW STREAM: Investors Object to McKinsey's Breakup Fee
NMT MEDICAL: Delays Filing of 2010 Annual Report
NNN SIXTH: Case Summary & Largest Unsecured Creditor

NO FEAR RETAIL: Secures Interim Financing Approval
NORTHWESTERN STONE: Wants to Use McFarland Cash Collateral
NORTHWESTERN STONE: To Sell Springfield Quarry for $4.2-Mil.
NOVELOS THERAPEUTICS: Delays Filing of 2010 Annual Report
NOWAUTO GROUP: Taps Shelly as New Auditor After Semple Withdrawal

OPTIMUMBANK HOLDINGS: Delays Filing of 2010 Annual Report
OUTSOURCE HOLDINGS: Section 341(a) Meeting Scheduled for May 6
PHOENIX FOOTWEAR: Delays Filing of 2010 Annual Report
POSTMEDIA NETWORK: S&P Assigns 'BB' Rating on Sr. Secured Loan
PRECISION OPTICS: Maturity of 10% Sr. Notes Extended to April 15

PRESSURE BIOSCIENCES: Recurring Losses Prompt Going Concern Doubt
R&S ST. ROSE: Owes $36 Million to Failed Colonial Bank
RADIANT OIL: Delays Filing of 2010 Annual Report
RAINES LENDERS: Posts $140,042 Net Loss in 2010
RASER TECHNOLOGIES: Delays Form 10-K; Sees $100-Mil. Net Loss

RASER TECHNOLOGIES: In Talks to Avoid Default Under 8% Sr. Notes
REFLECT SCIENTIFIC: Mantyla McReynolds Raises Going Concern Doubt
REGENERX BIOPHARMA: Reznick Group Raises Going Concern Doubt
REPUBLIC MORTGAGE: Fitch Downgrades IFS Rating to 'BB'
RHI ENTERTAINMENT: Consummates Prepackaged Chapter 11 Plan

RUBICON FINANCIAL: Recurring Losses Prompt Going Concern Doubt
RYLAND GROUP: Awaits Final Approval of Derivative Suit Settlement
SAIBABA CORPORATION: Case Summary & 6 Largest Unsecured Creditors
SAINT VINCENTS: Court OKs Sale of Manhattan Campus for $260-Mil.
SALPARE BAY: Has Until Today to File Disclosure Statement

SATELITES MEXICANOS: Files Prepack Plan to Cut Debt by $110-Mil.
SATELITES MEXICANOS: Case Summary & 30 Largest Unsecured Creditors
SAWYER GROUP: Case Summary & 9 Largest Unsecured Creditors
SBARRO, INC: Moody's Cuts Probability of Default Rating to 'D'
SCHUTT SPORTS: Seeks Exclusivity as Confirmation Insurance

SEAHAWK DRILLING: Hercules Given Approval to Buy Business
SEA TURTLE: Wells Fargo Acquires Property for $10 Million
SECUREALERT INC: Authorized Preferred Shares Hiked to 70,000
SERVICIOS CORPORATIVOS: Fitch Puts 'B+/RR3' Rating on New Notes
SHADY ACRES: Files Revised Plan, Sets May 4 Confirmation Hearing

SHS RESORT: Files Amended Chapter 11 Plan & Disclosure Statement
SHS RESORT: Court Enters 3rd Interim Order to Use Cash Collateral
SINOBIOMED INC: Signs Letter of Intent to Merge With Sitoa
SIRIUS XM: Increases Purchase Price for Convertible Notes
SITHE/INDEPENDENCE: S&P Assigns 'CC' Rating on $408.6MM Bonds

SKINNY NUTRITIONAL: Delays Filing of 2010 Annual Report
SOMERSET INTERNATIONAL: Posts $1.5 Million Net Loss in 2010
SOURCE PRECISION: Source Primer/Probe Database Up for Sale
SOUTHLAKE AVIATION: Section 341(a) Meeting Scheduled for May 3
SOUTHLAKE AVIATION: Taps Quilling Selander as General Counsel

SPECIALTY TRUST: Debtors, Committee File Rival Liquidating Plans
STATION CASINOS: Reports $565 Million Net Loss in 2010
STATION CASINOS: Has Revised Transition Agreement for Green Valley
STATION CASINOS: Accuses Henderson of Secret Meetings
STEINWAY MUSICAL: S&P Puts 'B' Corp. Credit Rating on Watch Pos.

STEWART ENTERPRISES: S&P Lowers Rating of Sr. Notes to 'BB-'
SUGARHOUSE HSP: S&P Rates $235MM Sr. Secured Notes 'B-'
SUNOCO INC: S&P Likely to Lower Corp. Credit Rating to 'BB+'
SUNVALLEY SOLAR: Accumulated Losses Cue Going Concern Doubt
SYRACUSE SYMPHONY: To File For Chapter 7 Bankruptcy Protection

TIMOTHY BLIXSETH: Yellowstone Founder Faces Forced Bankruptcy
TONGJI HEALTHCARE: Delays Filing of 2010 Annual Report
TOPS HOLDING: Incurs $26.95 Million Net Loss in 2010
TRANS ENERGY: Delays Filing of 2010 Annual Report
TRANS-LUX CORPORATION: Incurs $7.03 Million Net Loss in 2010

TRIBUNE CO: Judge Carey Delays Plan Hearing to April 12
TRICO MARINE: Unit Exchange, Prepack Voting Extended to April 18
TRANSWEST RESORT: Judge Sets May 13 Hearing on Cash Collateral
UNILAVA CORPORATION: Delays Filing of 2010 Annual Report
UNIVERSAL BIOENERGY: Delays Filing of 2010 Annual Report

UPSTREAM WORLDWIDE: Berman & Company Raises Going Concern Doubt
VERENIUM CORP: Simon Rich Resigns as Board Member
VERINT SYSTEMS: S&P Assigns 'B+' Rating on First Lien Revolver
W&D VENTURES: Case Summary & 3 Largest Unsecured Creditors
WEST FRASER: S&P Holds 'BB+' Corporate; Outlook Positive

W.R. GRACE: To Release 1st Quarter Results on April 26
W.R. GRACE: Wins OK to Contribute $236-Mil. to Pension Plan
W.R. GRACE: Wins OK to Create Netherlands Holdco Structure
YELLOWSTONE MOUNTAIN: Co-Founder Faces Forced Ch. 7 Bankruptcy
ZAIS INVESTMENT: Anchorage Funds Try to Force Bankruptcy

* Late Appeal Filing Is Jurisdictional, Third Circuit Holds
* What Happens to Courts if the Federal Government Closes?

* Small Firms Survive But Face Challenges in Obtaining Loans
* Liquidity-Stress Index for Junk Companies Improves
* Kamakura Troubled Company Index Declined to 5.47% in March

* Jones Day Adds Kirkland Product Liability Partner
* Berman Named President of the American Bankruptcy Institute
* KCC Names Michael Frishberg as EVP of Corp. Restructuring
* Garden City Group Promotes Greg Haber to National Director

* Lehman Examiner Testifies at Senate Hearing on Auditors Role

* BOOK REVIEW: Corporate Turnaround - How Managers Turn Losers
               Into Winners!


                            *********


4KIDS ENTERTAINMENT: Files for Ch. 11 Due to Yu-Gi-Oh! Dispute
--------------------------------------------------------------
4Kids Entertainment Inc. and a number of affiliates sought Chapter
11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-11607)
in Manhattan on April 6, 2011.

In documents filed with the bankruptcy court, the Debtors
disclosed total assets of $23.4 million and debt of $16.5 million
as of March 31.

The bankruptcy filing in the U.S. Bankruptcy Court for the
Southern District of New York also covers all of the domestic
wholly-owned 4Kids subsidiaries.  4Kids Entertainment
International, Ltd., the Company's subsidiary based in London
England, is not part of the bankruptcy filing.

4Kids Entertainment is a children's entertainment and merchandise
licensing organization.  Through its affiliates, 4Kids produces
animated television series and films.  The company also programs
and sells national advertising time in "TheCW4Kids," which airs
nationally on The CW Network on Saturday mornings.  The parent
entity, 4Kids Entertainment, was organized as a New York
corporation in 1970.

4Kids has three business segments: (i) licensing, (ii) advertising
and media broadcast, and (iii) television and film production/
distribution.  The licensing segment accounted for 83% of 4Kids'
consolidated net revenues for the year ended Dec. 31, 2010.

Prescott Group Capital Management LLC owns 17.84% of the stock of
4Kids.

Bruce R. Foster, executive vice president and chief financial
officer of 4Kids, said in a declaration in support of the "first
day" motions that the principal driver for filing the Chapter 11
cases is the need to protect 4Kids' most valuable asset -- its
rights under an exclusive license relating to the popular Yu-Gi-
Oh! ("YGO") series of animated television programs -- from efforts
by the licensor, a consortium of Japanese companies, to wrongfully
terminate the license and force 4Kids out of business.

The terms of the license are set forth in the Amended and Restated
Yu-Gi-Oh! Agreement, by and among Television Tokyo Channel 12,
Ltd. 4 and Nihon Ad Systems, Inc. c/o Asatsu-DK Inc. ("ADK"), as
licensors, and 4Kids Entertainment, as licensee.  During 2010, ADK
conducted an audit of the books and records of 4Kids.  ADK's
auditor made a preliminary and, according to Mr. Foster,
unsubstantiated determination that 4Kids owes ADK roughly
$4.8 million under the YGO license.

4Kids vigorously disputes ADK's audit claims.  On March 17, 2011,
in response to ADK's demand for "a seven-figure sum", 4Kids wired
$1 million to ADK as a good faith effort to facilitate a
settlement of the audit dispute, while reserving its position that
ADK was not entitled to that amount.  The parties, however, failed
to resolve the dispute following a series of meetings in March.

On March 25, 2011, ADK sent a letter to 4Kids purporting to
terminate the YGO license on the grounds that the audit claims had
not been resolved to ADK's satisfaction.  On March 25, ADK also
filed suit against 4Kids in the United States District Court for
the Southern District of New York, TV Tokyo Corp. v. 4Kids
Entertainment, Inc., No. 11 CV 2069 (Holwell, J.).

Accordingly, 4Kids has sought Chapter 11 protection to stop the
termination of YGO license and stay the lawsuit "designed to
further injure the business and reputation" of 4Kids.

The 4Kids bankruptcy filing, according to a statement by the
Company, automatically "stays" the lawsuit filed by the licensors
of the Yu-Gi-Oh! property, Asatsu-DK Inc and TV Tokyo Corporation,
on March 24, 2011, against 4Kids, until such time as the Court may
order otherwise.

"We have made every effort to reach agreement with the Licensors,"
said Michael Goldstein, interim Chairman of 4Kids Entertainment,
Inc.  "When the Company did not receive a positive response from
Licensors to its settlement proposal, the Board of Directors was
left with little choice but to authorize the filing of a
bankruptcy petition under Chapter 11 in order to best preserve the
business and assets of 4Kids Entertainment. We continue to believe
that the purported termination of the Yu-Gi-Oh! Agreement was
wrongful and that 4Kids' assessment of the audit claims will be
vindicated in court. If the Court rules in favor of the Company,
4Kids will pursue the full measure of damages for the significant
injury the Licensors have caused to the business of 4Kids,"
concluded Goldstein.

The Debtor estimates that -- excluding professional fees -- cash
receipts will total $1,157,061 and disbursements will total
$1,695,413 for the 30-day period following the Petition Date.

                    Business As Usual

In conjunction with the Chapter 11 filing, 4Kids also filed a
variety of first day motions that will allow the Company to
continue to manage operations in the ordinary course.

"We want to assure our clients, business partners and licensees
that during the pendency of the bankruptcy, 4Kids will continue to
provide the same level of service and dedication that it has in
the past," said Mr. Goldstein.  "The Company will also continue to
explore its strategic alternatives, including, the possible sale
of the business or reorganization as a stronger and more focused
company,".

4Kids is represented in its bankruptcy filing by its long standing
outside counsel, Kaye Scholer LLP.


4KIDS ENTERTAINMENT: Case Summary & 39 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: 4Kids Entertainment, Inc.
        dba 4Kids
        53 West 23rd Street, 11th Floor
        New York, NY 10010

Bankruptcy Case No.: 11-11607

Affiliates that simultaneously filed separate Chapter 11
petitions:

        Entity                         Case No.
        ------                         --------
4Kids Entertainment, Inc.              11-11607
4Kids Ad Sales, Inc.                   11-11610
4Kids Digital Games Inc.               11-11611
4Kids Entertainment Home Video, Inc.   11-11612
4Kids Entertainment Music, Inc.        11-11613
4Kids Entertainment Licensing, Inc.    11-11614
4Kids Productions, Inc.                11-11615
4Kids Technology, Inc.                 11-11616
4Kids Websites, Inc.                   11-11618
4Sight Licensing Solutions, Inc.       11-11619
The Summit Media Group, Inc.           11-11620
World Martial Arts Productions, Inc.   11-11622

Chapter 11 Petition Date: April 6, 2011

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

Judge: Shelley C. Chapman

Debtor's Counsel: Michael B. Solow, Esq.
                  KAYE SCHOLER LLP
                  3 First National Plaza, Suite 4100
                  70 West Madison Street
                  Chicago, IL 60602-4231
                  Tel: (312) 583-2300
                  Fax: (312) 583-2360
                  E-mail: msolow@kayescholer.com

Debtors' Claims
And Notice Agent: EPIQ BANKRUPTCY SOLUTIONS, LLC

Total Assets: $23,372,877

Total Debts: $16,526,747

The petition was signed by Bruce R. Foster, executive vice
president and chief financial officer.

4Kids Entertainment's List of 39 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
The Pokemon Company International  Contract             $4,700,000
333 108th Avenue NE, Suite 1900
Bellevue, WA 98004

Asatsu-DK, Inc.                    Contract             $4,221,626
13-1 Tsukuiji 1-Chrome
Chuo-ku, Tokyo
Japan 104-8172

The CW Network, LLC                Contract             $1,987,000
3300 W. Olive Avenue
Burbank, CA 91505

Home Focus Development, Ltd.       Contract             $1,075,000
c/o Lowenstein Sandler PC
1251 Avenue of the Americas
New York, NY 10020

Twenty Three R.P. Associates       Real Estate            $103,205

John Milito                        Contract               $113,521

Bryan Gannon                       Contract                $80,000

JPMorgan Chase Bank                Credit Card             $67,887

Jones Day                          Law Firm                $40,685

The Platform                       Contract                $38,542

Cinedigm                           Contract                $32,500

Communication by Design            Vendor                  $28,802

Advanstar Communications           Contract                $23,463

PM Contracting Company, LLC        Contract                 $8,000

Worldscreen                        Vendor                   $7,500

Tsar & Tsai                        Law Firm                 $4,957

Dun & Bradstreet                   Contract                 $4,413

IT Law Group                       Law Firm                 $4,234

Donnelly Mechanical Corp           Vendor                   $4,137

Coffee Distribution Corp.          Vendor                   $3,140

New York State Department of       Tax Lien                 $3,023
Taxation and Finance

Iron Mountain Records Mgmnt        Vendor                   $2,764

Federal Express                    Vendor                   $2,458

Employment Development Dept.       Contract                 $2,361

W.B. Mason Co., Inc.               Contract                 $2,149

Kilburn & Strode                   Law Firm                 $2,124

Verizon Business                   Vendor                   $1,663

DGA Security Systems, Inc.         Vendor                   $1,596

Staples Business                   Vendor                   $1,251

Dial Car Inc.                      Vendor                   $1,076

Corporate Coffee                   Vendor                   $1,053

Jaguar Consulting, Inc.            Consulting Services      $1,000

Iron Mountain                      Vendor                     $937

SDI Media USA, Inc.                Vendor                     $800

Eaton Corporation                  Vendor                     $519

Maco Office Supplies               Vendor                     $348

Verizon Conference                 Vendor                     $331

Terminix                           Vendor                      $90

Secureshred LLC                    Vendor                      $87


4KIDS ENTERTAINMENT: Posts $31.6 Million Net Loss in 2010
---------------------------------------------------------
4Kids Entertainment, Inc., filed on March 31, 2011, its annual
report on Form 10-K for the fiscal year ended Dec. 31, 2010.

EisnerAmper LLP, in New York, expressed substantial doubt about
4Kids Entertainment's ability to continue as a going concern.  The
independent auditors noted that in recent years the Company has
incurred substantial operating losses and used substantial amounts
of cash in its operating activities and experienced limited
liquidity available to fund its operations.  "In addition, the
Company received a letter from a licensor purporting to terminate
its license for a property under which the Company generates a
significant portion of its revenue."

On March 24, 2011, the Company received a letter from Asatsu-DK
Inc ("ADK") on behalf of itself and TV Tokyo Corporation
purporting to terminate the agreement dated July 1, 2008, between
the Licensors and the Company with respect to the Yu-Gi-Oh!
Property, which accounted for approximately 36% of the Company's
net revenue for the year ended Dec. 31, 2010, for alleged breaches
of the Yu-Gi-Oh! Agreement by the Company.  On March 24, 2011, the
Licensors filed a lawsuit against the Company in the United States
District Court for the Southern District of New York also claiming
that the Company has breached the Yu-Gi-Oh! Agreement and seeking
more than $4,700,000 in damages.

"If the Company's continued attempts to resolve the dispute with
the Licensors are unsuccessful, the Company intends to take all
actions it deems necessary to preserve its business and assets,
including the potential filing of a petition under Chapter 11 of
the United States Bankruptcy Code," 4Kids said in the filing.

The Company reported a net loss of $31.6 million on $14.5 million
of revenues for 2010, compared with a net loss of $52.5 million on
$34.2 million of revenues for 2009.

At Dec. 31, 2010, the Company's balance sheet showed $29.1 million
in total assets, $18.8 million in total liabilities, and
stockholders' equity of $10.3 million.

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

With U.S. headquarters in New York City, and international offices
in London, 4Kids Entertainment, Inc. (Pink Sheets: KIDE)
-- http://www.4KidsEntertainment.com/-- is a global organization
devoted to the creation, development, production, broadcasting,
distribution, licensing and manufacturing of children's
entertainment products.


ADINO ENERGY: Swings to $277,802 Net Loss in 2010
-------------------------------------------------
Adino Energy Corporation filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K, reporting a
net loss of $277,802 on $2.00 million of total revenues for the
year ended Dec. 31, 2010, compared with net income of $23,029 on
$2.18 million of total revenues during the prior year.

The Company's balance sheet at Dec. 31, 2010, showed $3.74 million
in total assets, $6.24 million in total liabilities, and a
$2.50 million shareholders' deficit.

M&K CPAS, PLLC, in Houston, Texas, expressed substantial doubt
about the Company's ability to continue as a going concern,
following the 2010 financial results.  The independent auditors
noted that the Company has suffered recurring losses from
operations and maintains a working capital deficit.

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

                        About Adino Energy

Based in Houston, Texas, Adino Energy Corporation (OTC BB: ADNY)
-- http://www.adinoenergycorp.com/-- through its wholly owned
subsidiary Intercontinental Fuels, LLC, specializes in fuel
terminal operations for retail, wholesale, and governmental
suppliers.


ALIMENTATION COUCHE-TARD: S&P Hikes Corporate Rating From 'BB+'
---------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its long-term
corporate credit debt rating on Alimentation Couche-Tard to 'BBB-'
from 'BB+'.  The outlook is stable.

"We base the upgrade on the company's strong earnings and debt
reduction, as well as our expectation of ACT's continued solid
profitability and moderate use of debt as it continues to
acquire," said Standard & Poor's credit analyst Donald Marleau.

The ratings on ACT reflect Standard & Poor's view of the company's
position as a leader in the fragmented and highly competitive
North American convenience store (c-store) industry, its solid
profitability, and its investment-grade financial risk profile.
"On the other hand, we expect that the company could periodically
boost leverage as it grows through acquisitions, which could be
compounded by some earnings instability associated with volatile
gasoline prices," S&P related.

ACT is the second-largest independent c-store operator in North
America with about 5,900 locations, although this accounts for
less than 4% of the industry's stores.  The industry is highly
fragmented and has low barriers to entry, but ACT enjoys one of
the strongest positions, enhanced by the brand equity of its
banners, the quality of its real estate, and efficiencies
stemming from the breadth of its operations.  The company's
relatively attractive position, solid merchandising, and proven
track record of evaluating and integrating acquisitions all
contribute to returns on capital that rank among the highest for
food retailers in North America.

"The stable outlook reflects our view that ACT's strong market
position in North America, efficient operation, and moderate use
of debt will likely protect the company from margin pressure in
this highly competitive industry.  In turn, we believe this should
enable the company to sustain investment-grade credit measures
characterized by fully adjusted debt to EBITDA of 2.5x-3.0x,
funds from operations to debt of more than 25%, and EBITDA
interest coverage of more than 5.0x.  As such, we believe
management's financial discipline in growing by acquisition will
be a key determinant in maintaining the investment-grade rating.
ACT has some latitude at the current rating to increase leverage
for an acquisition, but we believe that negative rating pressure
would emerge if a transaction caused fully adjusted debt to EBITDA
to exceed 3.5x with risky prospects for a return to below 3.0x.
Moreover, the ratings would be under pressure if increased
competition caused weaker earnings, particularly from merchandise
and services, thereby increasing debt to EBITDA to more than 3.0x.
We believe that such a scenario would be driven by a drop in
aggregate gross margins of about 100 basis points from 15% at
current fuel prices, or about a 300 basis points deterioration of
its 33% merchandise and services gross margin," according to S&P.



ALION SCIENCE: Moody's Affirms 'Caa1' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service has affirmed the corporate family
and probability of default ratings of Alion Science and
Technology Corporation at Caa1.  The existing senior secured
revolving credit facility and senior unsecured note ratings
remain unchanged at B1 and Caa2, respectively.  The rating
on the senior secured notes has been lowered one notch to
B2 from B1 due to the recent increase in the size of the
revolving credit facility from $25 million to $35 million.
The revolver is ranked ahead of the secured notes in Moody's
priority of claims waterfall due to its first-out position
in the capital structure.  The rating outlook remains stable.

Ratings affirmed with updated Loss Given Default assessments:

   -- Corporate Family Rating at Caa1

   -- $35 million senior secured revolving credit facility due
      2014, at B1 LGD-1, to 1% from 0%

   -- $248 million unsecured notes due 2015, at Caa2 LGD-5, to 79%
      from 78%

   -- Speculative grade liquidity affirmed at SGL-3

Ratings lowered:

   -- $310 million senior secured notes due 2014, to B2 LGD-2, 26%
      from B1 LGD-2, 24%

Ratings Rationale

The affirmation of the Caa1 corporate family rating
reflects the company's continued high leverage and weak
interest coverage balanced against Alion's healthy backlog
and adequate liquidity profile.  Moody's also notes that
although the Department of Defense announced spending cuts,
due to Alion's focus on highly sophisticated scientific and
engineering research services, the effect of these cuts on
Alion are likely to not be as significant as other companies
in the aerospace & defense sector.  Nevertheless, the company
is not expected to be immune to changes in the defense budget
such as contract funding delays. Over the intermediate term,
credit metrics are expected to remain within the Caa1 rating
category.  Also similar to other aerospace & defense industry
peers, in the longer-term growth opportunities in the area of
cyber security and healthcare IT should bode well for the company
however the positive impact of these opportunities is not expected
to be meaningful in the intermediate term.

The stable rating outlook encompasses credit metrics expected to
remain in line with a Caa1 rating over the intermediate term
combined with an adequate liquidity position expected over the
next twelve months.

The SGL-3 speculative grade liquidity encompasses an
expectation of positive free cash flow generation over the
next twelve months, access to the company's undrawn $35 million
revolving credit facility since inception last year and adequate
covenant compliance.  The increased revolver size as well as
the increase in the capacity to issue letters of credit from
$10 million to $35 million support the future growth of the
business and is a positive liquidity event.  Moody's also notes
that the company's credit agreement contains a covenant tied
to adjusted EBITDA levels.  The minimum EBITDA test steps-up,
incrementally, from $52.5 million though March 31, 2011 to
$65 million after September 30, 2013.  In order to remain in
compliance over the next twelve months, the company's EBITDA
does not have room for any meaningful deterioration and EBITDA
levels must improve into 2012-2013.

Positive rating momentum would develop with an expectation that
Alion may achieve a debt to EBITDA level approaching 6.0 times
with EBITDA to interest approaching the high 1.0 times range.  An
expectation of a sustained liquidity profile adequacy would also
accompany upward rating momentum.  Ongoing high, internal revenue
growth would be needed before the possibility of positive rating
momentum would develop.

Negative rating momentum would develop if the likelihood of
financial covenant compliance were to come into question, if
the company were to begin relying on its revolver other than
for light, temporary working capital needs, or there were any
sustained deterioration in leverage and interest coverage metrics.

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

The last rating action was on March 5, 2010 when Moody's assigned
a B1 rating to Alion's proposed senior secured facilities.

Alion Science and Technology Corporation is an employee-owned
company that provides scientific research, development, and
engineering services related to national defense, homeland
security, and energy and environmental analysis.  Particular areas
of expertise include naval architecture and engineering, defense
operations, modeling and simulation, technology integration,
information technology and wireless communications, energy and
environmental services.  Revenue in the last twelve month period
ended December 31, 2010 was approximately $829 million.


AMBAC FIN'L: Directors Disclose Ownership Common Stock
------------------------------------------------------
Two officers of Ambac Financial Group, Inc. informed the U.S.
Securities and Exchange Commission that they separately disposed
of shares of the Company's common stock within the period from
from March 22 to 30, 2011:

                                                 Shares
                                               Beneficially
                     No. of Shares  Price per  Owned After
Name                  Disposed of    Share     Transaction
----                 -------------  ---------  ------------
David W. Wallis         23,326        $0.13       376,344
David Trick             32,377        $0.16           498

Mr. Wallis is the president and chief executive officer of AFG.
Mr. Trick is AFG's senior managing director.

                       About Ambac Financial

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

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

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

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

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

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

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

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


AMBAC FIN'L: AAC Expects to Start Plan Payments Next Month
----------------------------------------------------------
Ambac Assurance Corporation announced on March 18, 2011, that
based on conversations with the Special Deputy Commissioner for
the Segregated Account of Ambac Assurance Corporation, it
currently expects the Segregated Account to begin payment of
policy claims in May 2011.  The effectiveness of the AAC Plan of
Rehabilitation and the commencement of policy claim payments are
subject to the terms of, and the satisfaction of the conditions
set forth in, the Plan; and there can be no assurances as to when
policy claim payments will be made.

Ambac Assurance is a guarantor of public finance and structured
finance obligations.  It is the principal operating subsidiary of
Ambac Financial Group, Inc.  It currently has a Caa2 rating from
Moody's Investors Service, Inc.

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

                       About Ambac Financial

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

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

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

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

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

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

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

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


AMBASSADORS INT'L: Obtains Interim Okay of $5 Million Loan
----------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
Ambassadors International, Inc., which operates as Windstar
Cruises, obtained interim approval April 5 from a bankruptcy judge
in Delaware for its $5 million secured loan.  A final financing
hearing is set for April 26, wherein the loan is slated for
increase to $10 million of new money.  The final loan will also
convert about $9.6 million from a pre-bankruptcy working capital
loan into a post-bankruptcy financing.

As reported in the April 6, 2011 edition of the Troubled Company
Reporter, the Debtors are seeking approval from the Bankruptcy
Court to obtain financing from funds related to Whippoorwill
Associates Inc. and certain noteholders.  The Company has a
contract to sell its business for $40 million to Whippoorwill,
subject to bankruptcy court approval.  Law Debenture Trust Company
of New York is the administrative and collateral agent for the DIP
financing.

Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger, P.A.,
explains the DIP Lenders have committed to provide an interim
amount of $5 million and a final amount of (i) $10 million less
any amounts advanced under the interim court order as interim new
money DIP loans, and (ii) a roll-up of all outstanding prepetition
working capital facility obligations into the DIP Facility.  A
copy of the DIP credit agreement is available for free at:

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

All commitments of the DIP Lenders will terminate on the earliest
of (i) the date that is 120 days after the Petition Date; (ii) 25
days following the Petition Date, if the final court order has not
been entered by that date; and (c) the date on the maturity of the
obligations under the DIP Facility is accelerated and the
commitments under the DIP Facility are irrevocably terminated in
accordance with the DIP credit agreement.

The Debtors' ability to draw on the DIP Facility is subject to,
among other things, the Debtors' compliance with these milestones:

     (i) the Court will have entered by no later than 15 days
         following the Petition Date an order approving the bid
         protections, auction process and sale procedures for a
         sale of all or substantially all of the assets under
         Section 363 of the Bankruptcy Code.

    (ii) the Court will have entered a sale order no later than
         40 days following the Petition Date; and

   (iii) (A) with respect to a sale to Whippoorwill, the
         Debtors will consummate and close an approved sale
         consistent with the Sale Order not later than 45 days
         after the Petition Date the, and (B) with respect to a
         sale to any other party, the date that is 10 days after
         the expiration of the sale period.

All obligations under the DIP Facility will be secured by a
perfected lien on and security interests in all of the real,
personal and mixed property of the Debtors.  The DIP Lenders will
have claims entitled to the benefits of Section 364(c)(1) of the
U.S. Bankruptcy Code, having superpriority over any and all
administrative expenses.  The DIP facility will incur interest at
12% per annum.  In the event of default, the Debtors will pay a
default rate of interest at 14% per annum.  Upon the closing, the
DIP Lenders will be paid a commitment fee of $200,000.  The DIP
lien is subject to a carve-out for U.S. Trustee and Clerk of Court
fees; fees payable to professional employed in the Debtors' case;
and up to $25,000 in fees of the committee in pursuing actions
challenging the DIP Lenders' lien.

                        Cash Collateral Use

The Debtors also sought for authorization from the Court to use
their prepetition lenders' cash collateral.

The Debtors owe $9.575 million from a working capital facility
provided by Whippoorwill in March 2010.  Pursuant to a credit and
guaranty agreement, dated as of March 23, 2010, the debt is
secured on a first priority basis by substantially all the assets
of the Debtors.  The Debtors also owe $19.7 million on convertible
notes, which are secured by liens second in priority to the liens
securing the prepetition credit facility.  Wilmington Trust FSB is
the trustee for the second lien notes.  Law Debenture New York is
the agent under the prepetition working capital facility.

As adequate protection for the use of, and for any diminution in
the value of, collateral securing the Prepetition Working Capital
Facility and the second lien notes, the prepetition secured
parties will be granted replacement liens and superpriority
claims, in each case, of the same relative priority as enjoyed
under the Second Lien Notes and the Prepetition Working Capital
Facility, to the extent of the postpetition diminution in value of
their respective prepetition collateral, subject, in each case, to
the Carve-Out and the DIP Superpriority Claims.

As additional adequate protection, the Prepetition Agent, the
Prepetition Lenders and the Second Lien Trustee will receive
payments in cash on a current basis of all reasonable fees, costs
and expenses of their professionals arising in connection with the
Chapter 11 cases.  The DIP Agent, the Prepetition Agent and the
Second Lien Trustee will also have the right to credit bid their
claims in any sale of the Debtors' assets.

                  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: Organizational Meeting Set for April 11
----------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on April 11, 2011, at 1:30 p.m. in
the bankruptcy case of Ambassadors International Inc., et al.  The
meeting will be held at J. Caleb Boggs Federal Building, 844 King
Street, Room 5209, Wilmington, Delaware.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

                  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: Sale Process Proceeding as Planned
-----------------------------------------------------
Ambassadors International, Inc., announced on April 6, 2011, that
Windstar Cruises' luxury yachts are sailing as scheduled and all
Windstar fares and reservations, including charter contracts, are
being honored.  At a hearing April 5, 2011, the U.S. Bankruptcy
Court for the District of Delaware granted permission for Windstar
and Ambassadors, among other things, to:

   -- maintain all of Windstar's customer programs and policies
      and honor all Windstar fares and reservations, including
      charter contracts;

   -- provide commissions and payments to travel partners as
      usual; and

   -- pay employees and crewmembers in the usual manner and to
      continue their benefits without disruption.

The approval of these requests by Ambassadors helps ensure that
Windstar will continue normal operations as it moves forward
through the previously announced process of selling Windstar and
substantially all of Ambassadors' other assets.  Ambassadors
continues to expect that all Windstar vendors and suppliers for
goods and services received both before and during the
reorganization process will be paid in connection with the sale.

The Court also granted interim approval of the company's debtor-
in-possession financing (DIP) facility.  The court's approval
authorizes Ambassadors and Windstar to access $5 million of new
working capital financing on an interim basis, which can be used
to help support Ambassadors' and Windstar's continuing operations
and will provide liquidity during the sale process.  A hearing for
final approval of the DIP financing facility and access to the
full $10 million of new financing thereunder has been scheduled
for April 26, 2011.

Hans Birkholz, CEO of Ambassadors and Windstar, said, "We are on
track with our sale process.  Windstar is maintaining normal
business operations and our customers and guests remain a top
priority as we move through this process to position Windstar for
long-term profitability and success under new ownership."

On April 1, 2011, Ambassadors announced an agreement to sell
substantially all of its assets, including Windstar, to
Whippoorwill Associates, Inc., as agent for its discretionary
funds and accounts.  Whippoorwill intends to maintain Windstar's
business and operations and invest in Windstar's growth following
completion of the anticipated sale.  In addition, the financing
facility that received interim Court approval is being provided to
Windstar and Ambassadors by Whippoorwill.

Ambassadors also announced that it received notification from the
Nasdaq Stock Market on April 4, 2011, indicating that the staff of
the Nasdaq Stock Market has determined, in accordance with Nasdaq
Listing Rules 5101, 5110(b) and IM-5101-1, that Ambassadors'
common stock will be delisted from the Nasdaq Stock Market in
light of, among other things, Ambassadors' announcement that it
filed a voluntary petition for relief under Chapter 11 of the
United States Bankruptcy Code. The notification states that Nasdaq
trading in Ambassadors' common stock will be suspended at the
opening of business on April 13, 2011, and Nasdaq will request
that the Securities and Exchange Commission remove Ambassadors'
securities from listing and registration on the Nasdaq Stock
Market, unless Ambassadors requests an appeal of the delisting
decision.  Ambassadors does not intend to appeal Nasdaq's
delisting decision, and therefore it is expected that the common
stock will be delisted.

                  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.


AMERICA WEST: Lenders Convert $3-Mil. Debt Into Shares
------------------------------------------------------
America West Resources, Inc., and subsidiary America West
Services, Inc. entered into a loan agreement with lenders Denly
Utah Coal, LLC, John Thomas Bridge and Opportunity Fund, L.P., and
John Thomas Bridge and Opportunity Fund II, L.P., pursuant to
which the lenders agreed to convert an aggregate of $3 million of
debt into shares of Company common stock at a conversion price of
$1.00 per share, with any remaining debt not converted to be
evidenced by new 8% secured promissory notes.  The closing of the
debt conversion was subject to certain conditions, including a
condition that the Company raise net proceeds of at least
$3.8 million on or before March 15, 2011 through the sale of its
common stock at a price not less than $1.00 per share.

As additional consideration for entering into the Loan Agreement,
the Company entered into that certain amendment to second warrant,
dated Feb. 11, 2011, pursuant to which the vesting of the warrant
issued to Denly, dated Oct. 9, 2009 was accelerated.  Under the
warrant, Denly has the right to acquire up to 916,667 shares of
Company common stock until Oct. 9, 2019 at an exercise price of
$0.12 per share.

In connection with the execution of the Loan Agreement, Hidden
Splendor Resources, Inc., a wholly owned subsidiary of the
Company, entered into amendment no. 2 to that certain Royalty
Assignment and Agreement, Grant of Security Interest and Financing
Statement dated May 27, 2009 and amendment no. 1 to that certain
Royalty Assignment and Agreement dated Oct. 9, 2009.  Pursuant to
the Amendment to May 2009 Royalty Agreement, Denly, JTBOF1, and
certain other third party lenders will receive an aggregate $2.00
per ton royalty on coal mined and sold from the Horizon Mine for
the period beginning Jan. 1, 2012 through Dec. 31, 2019, subject
to one month extensions for each month where less than 15,000 tons
of coal are sold from the Horizon Mine.  Pursuant to the Amendment
to October Royalty Agreement, Denly will receive a $1.00 per ton
royalty on coal mined and sold from the Horizon Mine beginning
Jan. 1, 2020 through Dec. 31, 2021.

As of March 15, 2011, the conditions to the debt conversion under
the Loan Agreement had not been satisfied.  However, on March 31,
2011, the Company, AWS, and the Lenders entered into an amendment
to the Loan Agreement, pursuant to which the Lenders agreed to
extend the date on which the conditions to the debt conversion
must be met from March 15, 2011 to March 31, 2011 and reduced the
equity financing condition from $3.8 million to $2,444,967.
Additionally, the Lenders agreed to increase the amount of debt
subject to the conversion from $3,000,000 to approximately
$5,000,000.

Concurrently upon the execution of the Amendment to Loan
Agreement, the Lenders converted an aggregate of $5,034,822 of
debt into 5,034,822 shares of Company common stock.  The Company
issued new notes to the Lenders representing an aggregate amount
of $11,555,266 of debt that was not converted.  The New Notes bear
interest at 8% per annum, with principal and interest payments
commencing July 1, 2011 based on a 5-year amortization, which
continue for a period of 35 months.  A balloon payment consisting
of all remaining principal and accrued interest will be due on
June 1, 2014.   In addition, the principal and accrued interest
due under the New Notes is convertible into shares of Company
common stock at any time during the loan period at a conversion
price equal to (i) $1.00 per share until the amount converted
equals 50% of the original principal amount due under the
applicable New Note, (ii) then $1.25 per share until the amount
converted equals 75% of the original principal amount due under
the applicable New Note, and (iii) then $1.50 per share
thereafter.

The New Notes are secured by substantially all of the assets of
the Company and AWS pursuant to an amended and restated security
agreement, dated March 31, 2011.  The Company also agreed to
register the resale of shares issued to Denly, Denly ACI Partners,
Ltd., The von Waaden 2004 Revocable Trust, JTBOF1 or JTBOF2 prior
to March 31, 2011 and shares of common stock issuable Company to
Denly, Denly ACI Partners, Ltd., The von Waaden 2004 Revocable
Trust, JTBOF1 or JTBOF2 upon the exercise of any warrant or upon
the conversion of any note subsequent to March 31, 2011, on a
demand and "piggyback" basis pursuant to a registration rights
agreement, dated March 31, 2011.

During March 2011, the Company has sold an aggregate of 3,310,000
shares of its common stock in a private placement resulting in
gross proceeds of approximately $3,310,000.  The offers and sales
of the 3,310,000 shares of common stock were made without
registration under the Act, and the securities laws of certain
states, in reliance on the exemptions provided by Section 4(2) of
the Act and Regulation D under the Act and in reliance on similar
exemptions under applicable state laws.

                         About America West

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

The Company's balance sheet at Sept. 30, 2010, showed
$17.55 million in total assets, $28.50 million in total
liabilities, and a stockholders' deficit of $10.94 million.

As reported in the Troubled Company Reporter on April 27, 2010,
MaloneBailey, LLP, in Houston, expressed substantial doubt about
the Company's ability to continue as a going concern, following
the Company's 2009 results.  The independent auditors noted that
the Company has a working capital deficit and has incurred
significant losses.

The Company reported a net loss of $8.70 million on $11.01 million
of revenue for 2009, compared with a net loss of $6.58 million on
$7.30 million of revenue for 2008.


AMERICAN APPAREL: Looking for Buyers, peHUB Says
------------------------------------------------
Jonathan Marino at peHUB reports that three sources familiar with
the matter told peHUB American Apparel is working with Rothschild
to help it explore a potential sale, as the company contends with
a falling stock price and the threat of bankruptcy. American
Apparel CEO Dov Charney did not respond to a request for comment.

According to peHUB, two of the sources said if American Apparel is
sold, it is unlikely that the buyer will permit Mr. Charney to
remain with the organization.  Mr. Charney has been named a
defendant in multiple lawsuits, including one from a former
employee who alleges that she was his sex slave.

peHUB relates one source is working with a potential American
Apparel buyer.  That source says Mr. Charney has been buying stock
in American Apparel, which has seen its share price plummet
following the revelation on March 31 that it faces bankruptcy.
American Apparel's shares were trading for 82 cents on Tuesday,
down from a 52-week high of $3.62.  Its market cap is just under
$64 million.

peHUB notes it is believed Mr. Charney controls more than 60% of
the company now, although recent reports peg his ownership closer
to 54%.  Mr. Charney has been converting his American Apparel debt
holdings to equity, according to the source working with a
potential buyer.

That source, according to peHUB, also says American Apparel's
creditor, Lion Capital, hired Miller Buckfire in anticipation of
any significant event that pushes the company closer to a Chapter
11 bankruptcy filing.  Lion Capital recently removed its two
directors, Lyndon Lea and Neil Richardson, from American Apparel's
board.

peHUB recounts that Mr. Charney on Tuesday declared in an
interview by Counselor magazine and in a separate statement that
"there's no chance this industry has to worry about me, or
American Apparel, leaving." He asserted the statement about the
possibility of bankruptcy in the company's annual report was
"something we did as an obligation to shareholders . . . To say
that the company is unstable is not
accurate, "he said.

                   Extremely Challenging Year

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.

American Apparel reported a net loss of $19.30 million on $143.97
million of net sales for the three months ended Dec. 31, 2010,
compared with net income of $3.05 million on $158.11 million of
net sales for the same period during the prior year.

Tom Casey, Acting President, of American Apparel stated: "2010 was
an extremely challenging but productive year.  We suffered the
after-effects of a major labor disruption resulting from an
immigration intervention in 2009.  The disruption of our 2010
production schedule resulted in significantly higher production
costs per unit and late deliveries of products to our stores and
to our wholesale clients.  In addition, we encountered
extraordinarily challenging world-wide economic conditions.  We
also experienced higher yarn and fabric costs in the second half
of 2010.  These factors along with a weak retail environment and
intense competition resulted in weak comparable store sales and a
lower EBITDA."

A full-text copy of the press release announcing the fourth
quarter and full-year 2010 financial results is available for free
at http://is.gd/jgcuJC

                      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.

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.

                       Bankruptcy Warning

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.

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.


ANGEL ACQUISITION: Delays Filing of 2010 Annual Report
------------------------------------------------------
Angel Acquisition Corp. 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 ended Dec. 31, 2010.  The Company said it
did not provide its auditors with all of the information necessary
for the auditors to complete the audit of the financial statements
prior to the date on which the Form 10-K was required to be filed.

                      About Angel Acquisition

Carson City, Nev.-based Angel Acquisition Corp. was incorporated
under the laws of the state of Nevada on March 10, 1999, under the
name Palomar Enterprises, Inc.  On February 5, 2008, the Company
changed its name to Angel Acquisition Corp. to properly reflect
the change in business direction.  The Company assists private
companies in the process of going public as well as being a
licensed mortgage broker and developer.

The Company's balance sheet at Sept. 30, 2010, showed
$1.75 million in total assets, $2.16 million in total liabilities,
and a stockholders' deficit of $410,063.

Gruber & Company, LLC, in Lake Saint Louis, Mo., expressed
substantial doubt about the Company's ability to continue as a
going concern, following the Company's results for 2009.  The
independent auditors noted that the Company is dependent upon the
available cash on hand and either future sales of securities or
upon its current management or advances or loans from controlling
shareholders or corporate officers to provide sufficient working
capital.


ANGIOTECH PHARMACEUTICALS: Court Sanctions Amended CCAA Plan
------------------------------------------------------------
Angiotech Pharmaceuticals, Inc., announced on April 7, 2011, that
the Supreme Court of British Columbia has issued a sanction order
approving Angiotech's second amended and restated plan of
compromise or arrangement.  The Amended Plan is designed to
facilitate the completion of a recapitalization transaction
concerning, affecting and involving Angiotech and certain of its
subsidiaries pursuant to the Companies' Creditors Arrangement Act
(Canada).  The Company also announced today that the United States
Bankruptcy Court for the District of Delaware has issued an order,
pursuant to Chapter 15 of title 11 of the United States Code,
recognizing and giving full force and effect to the Sanction Order
in the United States.

The Angiotech Entities expect to implement the Amended Plan no
later than April 30, 2011, subject to the satisfaction or waiver
of all conditions precedent contained in the Amended Plan.

As announced previously, the implementation of the Amended Plan
and the completion of this process will eliminate $250 million of
Angiotech's long-term debt obligations, and interest obligations
related thereto, allowing for significant improvements to
Angiotech's balance sheet, operating flexibility and liquidity
outlook.

Further information about the Angiotech Entities' restructuring
process, including the particulars relating to the treatment of
Angiotech's existing shareholders and creditors under the Amended
Plan, can be found at www.angiotech.com and on the website of the
Monitor, at http://www.alvarezandmarsal.com/angiotech

                   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.


ANTS SOFTWARE: Recurring Operating Losses Cue Going Concern Doubt
-----------------------------------------------------------------
ANTs software inc. filed on March 31, 2011, its annual report on
Form 10-K for the fiscal year ended Dec. 31, 2010.

WeiserMazars LLP, in New York, expressed substantial doubt about
ANTs software's ability to continue as a going concern.  The
independent auditors noted that the Company has incurred
significant recurring operating losses, decreasing liquidity, and
negative cash flows from operations.

The Company reported a net loss of $42.4 million on $6.2 million
of revenues for 2010, compared with a net loss of $23.3 million on
$5.8 million of revenues for 2009.

At Dec. 31, 2010, the Company's balance sheet showed $29.2 million
in total assets, $29.1 million in total liabilities, and
stockholders' equity of $75,547.

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

                       http://is.gd/UUTFV7

ANTs software inc (OTC BB: ANTS) -- http://www.ants.com/-- has
developed a software solution, ACS, to help customers reduce IT
costs by consolidating hardware and software infrastructure and
eliminating cost inefficiencies.  ACS is an innovative middleware
solution that accelerates database consolidation between database
vendors, enabling application portability.


ARAPAHOE LAND: 67-Acre Property in League City Valued at $13.5MM
----------------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
Arapahoe Land Investments LP, which filed for Chapter 11
protection on Tuesday, disclosed that the 67 acres it owns in
League City, Texas, is worth $13.5 million while its mortgage debt
is $8.5 million.  Trustmark National Bank is the holder of the
mortgage.  The Abundant Life Christian Center of Lamarque Inc.
holds about 75% of the limited partner interests.

Arapahoe Land Investments, LP, sought Chapter 11 protection
(Bankr. S.D. Tex. Case No. 11-80194) in Galveston, Texas, on
April 5, 2011.  Barbara Mincey Rogers, Esq., at Rogers & Anderson,
PLLC, in Houston, Texas, serves as counsel to the Debtor.

Arapahoe's Chapter 11 case summary is in the April 7 edition of
the Troubled Company Reporter.


ATLANTIC SOUTHERN: Delays Filing of 2010 Annual Report
------------------------------------------------------
Atlantic Southern Financial Group, Inc., has determined that it is
unable to timely file its Annual Report on Form 10-K for the
fiscal year ended Dec. 31, 2010, within the prescribed time period
without unreasonable effort or expense.  Furthermore, the Company
expects that it will not be able to file the Form 10-K within the
fifteen-day extension permitted by the rules of the Securities and
Exchange Commission.

                      About Atlantic Southern

Macon, Ga.-based Atlantic Southern Financial Group, Inc. (NASDAQ:
ASFN) operates nine banking locations in the middle Georgia
markets of Macon and Warner Robins, five locations in the coastal
markets of Savannah, Darien, Brunswick, one location in the south
Georgia market of Valdosta, Georgia and one location in the
northeast Florida market of Jacksonville, Florida.  The Company
specializes in commercial real estate and small business lending.

The Company's balance sheet at Sept. 30, 2010, showed
$852.6 million in total assets, $832.4 million in total
liabilities, and stockholders' equity of $20.2 million.

"As a result of the extraordinary effects of what may ultimately
be the worst economic downturn since the Great Depression, the
Company's and the Bank's capital have been significantly
depleted," the Company said in its Form 10-Q for the quarter ended
Sept. 30, 2010.  The Company recorded a net loss of $59.2 million
in 2009, and a net loss of $9.3 million in the first nine months
of 2010.

The Company's ability to raise additional capital will depend on
conditions in the capital markets at that time, which are outside
its control, and on its financial performance.  Accordingly, the
Company cannot be certain of its ability to raise additional
capital on terms acceptable to them.  The Company's inability to
raise capital or comply with the terms of the Order [to Cease and
Desist] raises substantial doubt about its ability to continue as
a going concern."

On Sept. 11, 2009, the Company's wholly-owned subsidiary bank,
Atlantic Southern Bank, entered into a Stipulation and Consent to
the Issuance of an Order to Cease and Desist with the Federal
Deposit Insurance Corporation and the Georgia Department of
Banking and Finance, whereby the Bank consented to the issuance of
an Order to Cease and Desist.


AVIS BUDGET: Moody's Upgrades Corporate Family Rating to 'B1'
-------------------------------------------------------------
Moody's Investors Service raised these ratings of Avis Budget
Group, Inc.: Corporate Family Rating (CFR) and Probability of
Default Rating (PDR) to B1 from B2, senior unsecured to B2 from
B3, and senior secured to Ba1 from Ba2.  Moody's also assigned
a Ba1 rating to Avis' proposed $1.25 billion secured credit
facility that will replace an existing $1.175 billion secured
credit facility with maturities in 2011 and 2013.  The company's
Speculative Grade Liquidity rating remains SGL-3 and the rating
outlook is stable.

Ratings Rationale

The upgrade reflects the improved operating fundamentals in the
domestic car rental sector and Avis' ongoing efforts to lower
costs and expand profit margins.  As a result, Avis should be
able to achieve further improvement in its credit metrics.  An
additional consideration in the upgrade is Moody's expectation
that if Avis is successful in its attempt to acquire Dollar
Thrifty Automotive Group (B3/positive), the transaction will
be consummated on terms that are largely consistent with its
current offer.

The domestic car rental industry is benefiting from several
factors.  First, the major players in the sector are maintaining
a disciplined approach toward vehicle purchases and are focusing
on keeping overall fleet size in line with demand.  Second, car
rental companies are also placing greater emphasis on improving
profitability and return measures though lowering costs and
growing ancillary revenues, rather than attempting to gain share
through price reductions.  Finally, used car prices are expected
to remain strong now that domestic auto manufacturers have
achieved operating models that are driven by retail demand rather
than by the need to cover high fixed costs.

Within this environment Avis has been exceeding
Moody's expectations for lowering its costs and expanding
profitability. Between 2008 and 2010, the company's operating
margin (reflecting Moody's standard adjustments) increased from
10% to 15.7%.  Moody's expecta that profitability and other key
metrics will continue to improve from the levels achieved during
2010.  These measures (incorporating Moody's adjustments) include:
EBIT/interest of 1.2x; debt/EBITDA of 4.1x; and EBITA/average
assets of 5.9%.

Avis' current offer of $58 per share for Dollar represents a
purchase price of approximately $1.8 billion.  Moody's expects
that a large portion of the purchase price will be funded by
the cash held by Avis and Dollar, and by a meaningful equity
offer by Avis.  Moody's assessment also assumes that assets
disposed of by Avis in order to achieve regulatory approval for
the transaction would generate revenues that approximate no more
than $325 million.  These transaction characteristics, combined
with Dollar's future earnings prospects and available synergies,
should enable Avis (pro forma for the transaction) to maintain
credit metrics that are similar to those generated during fiscal
2010.

To the extent that Avis is successful in expanding its margins
through cost reductions, there could be further positive movement
in the rating if EBIT/interest can be sustained in the area of 2x
and debt/EBITDA below 3.5x.  An additional critical consideration
in any upward movement in Avis' rating will be the company's
liquidity profile.  Although Avis will maintain a sizable cash
position and availability under its revolver, it will remain
heavily dependent on continued annual access to the ABS market in
order to fund its fleet purchases.  This dependence would increase
with an acquisition of Dollar.  A key consideration in any further
upgrade will be Avis' ability to moderate the annual maturities of
fleet and corporate debt, and to enhance sources of liquidity in
the form of cash on hand and committed multi-year credit
facilities.

The rating could come under pressure if Avis were to significantly
increase its offer for Dollar, whose current share price is $68.
There could also be pressure if EBIT/interest were to remain near
1x or if debt/EBITDA exceeded 4.5x.

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.


AVISTAR COMMUNICATIONS: Sells $3 Million Conv. Note to G. Burnett
-----------------------------------------------------------------
Avistar Communications Corporation, sold a 4.5% Convertible
Subordinated Secured Note due 2013 in the principal amount of
$3,000,000.  The Note was sold pursuant to a Convertible Note
Purchase Agreement, dated as of March 29, 2011, among the Company
and director Gerald Burnett.  The Company's obligations under the
Note are secured by the grant of a security interest in
substantially all tangible and intangible assets of the Company
pursuant to a Security Agreement among the Company and the
Purchaser dated as of March 29, 2011.  The terms of the Note are
substantially similar to the Company's 4.5% Convertible
Subordinated Secured Notes due 2010 sold pursuant to a Convertible
Note Purchase Agreement, dated as of Jan. 4, 2008, among the
Company, Baldwin Enterprises, Inc., a subsidiary of Leucadia
National Corporation and certain other parties.

The Note has a two-year term and will be due on March 29, 2013.
The Note may not be prepaid or redeemed prior to maturity.

With certain exceptions, the payment rights of the holder of the
Note are subordinated to the payment rights of JPMorgan Chase
Bank, N.A. under the Company's Second Amended and Restated
Revolving Credit Facility with the Bank dated as of Dec. 22, 2009,
as amended, and, with one exception, the lien granted to the
Purchaser is subordinated in priority to the lien granted to the
Bank.

As the only purchaser acquiring the Note, director Gerald Burnett
will be entitled to purchase up to his pro rata share of equity or
convertible securities issued by the Company in future financings
closing on or prior to March 29, 2013.

The Company intends to use the net proceeds from the issuance of
the Note for working capital, capital expenditures and other
general corporate purposes.

A full-text copy of the Purchase Agreement is available for free
at http://is.gd/xYvkn6

                   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.

The Company reported 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.


BAKERS FOOTWEAR: Incurs $9.29 Million Net Loss in Fiscal 2011
-------------------------------------------------------------
Bakers Footwear Group, Inc., reported a net loss of $9.29 million
on $185.62 million of net sales for the 52 weeks ended Jan. 29,
2011, compared with a net loss of $9.08 million on $185.37 million
of net sales for the 52 weeks ended Jan. 30, 2010.

The Company reported net income of $5.17 million on $58.23 million
of net sales for the 13 weeks ended Jan. 29, 2011, compared with
net income of $5.59 million on $57.63 million of net sales for the
13 weeks ended Jan. 30, 2010.


The Company's balance sheet at Jan. 29, 2011, showed
$48.01 million in total assets, $53.99 million in total
liabilities, and a $5.98 million shareholders' deficit.

Peter Edison, Chairman and Chief Executive Officer of Bakers
Footwear Group commented, "We achieved solid profitability in the
fourth quarter fueled by positive comparable store sales and a
9.9% increase in multi-channel sales despite increased promotional
activity toward the end of the quarter to position our business
for a much improved spring season.  The year included progress
toward our key initiatives to increase sales and position our
Company for improved long term operating performance.  To this
end, we continued our fashion leadership in footwear, which is
demonstrated by the achievement of our third consecutive year of
positive comparable store sales in 2010.  We introduced exclusive
brands in our Bakers stores to provide further differentiation in
our offerings, which is expected to increase customer loyalty and
broaden our consumer reach.  We also capitalized on the
significant runway that we see ahead to increase our multi-channel
sales.  At the same time, we continued to tightly manage expenses.
Our increased inventory levels at year end reflected the early
receipt of spring goods with aging improved from 2009.  We also
are happy to note that we completed the repayment of our
subordinated secured term loan during the fourth quarter."

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

                       About Bakers Footwear

St. Louis, Mo.-based Bakers Footwear Group, Inc. (OTC Bulletin
Board: BKRS.OB) is a national, mall-based, specialty retailer of
footwear and accessories for young women.  The Company's
merchandise includes private label and national brand dress,
casual and sport shoes, boots, sandals and accessories.  As of
Oct. 30, 2010, the Company operated 236 stores, including 220
Bakers stores and 16 Wild Pair stores located in 35 states.

The Company's balance sheet at Oct. 30, 2010, showed
$51.17 million in total assets, $62.42 million in total
liabilities, and a stockholders' deficit of $11.25 million.

As reported in the Troubled Company Reporter on May 4, 2010, Ernst
& Young LLP, in St. Louis, Mo., expressed substantial doubt about
the Company's ability to continue as a going concern, following
its results for the fiscal year ended Jan. 30, 2010.  The
independent auditors noted that the Company has incurred
substantial losses from operations in recent years and has a
significant working capital deficiency.  Bakers Footwear reported
a net loss of $9.1 million on $185.4 million of revenue for the
fiscal year ended Jan. 30, 2010, compared with a net loss of
$15.0 million on $183.7 million of revenue for the year ended
Jan. 31, 2009.


BALLROOM, LLC: Case Summary & 12 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: The Ballroom, LLC
        2035 W. Giddings
        Chicago, IL 60625

Bankruptcy Case No.: 11-14541

Chapter 11 Petition Date: April 6, 2011

Court: U.S. Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Susan Pierson Sonderby

Debtor's Counsel: David K. Welch, Esq.
                  CRANE HEYMAN SIMON WELCH & CLAR
                  135 S. Lasalle Street, Suite 3705
                  Chicago, IL 60603
                  Tel: (312) 641-6777
                  Fax: (312) 641-7114
                  E-mail: dwelch@craneheyman.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 12 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/ilnb11-14541.pdf

The petition was signed by Catherine A. Connor, sole manager and
sole member.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Not Really, LLC                       11-12451            03/25/11


BEAZER HOMES: Introduces Pre-Owned Homes Division
-------------------------------------------------
Beazer Homes announced it is expanding beyond new home sales with
the introduction of its Pre-Owned Homes Division.  Beginning in
the Phoenix market, the new division is charged with acquiring,
improving and renting recently built, previously owned homes
within select communities in markets in which the company
currently operates.  By augmenting the sale of newly constructed
homes with rental options of previously owned homes, Beazer
expects to appeal to a broader range of consumers.

Ian J. McCarthy, Beazer Homes' Chief Executive Officer commented
on the new Division: "While many prospective home buyers recognize
that this is an excellent time to purchase a new Beazer eSMART
high performance home - with all of its award-winning energy-
saving features - other consumers want or need different home
alternatives. With the Pre-Owned Homes Division, we look forward
to addressing this demand."

Homes targeted for inclusion in the Pre-Owned Homes program will
have been built since 2004 by a reputable builder, including homes
built by Beazer Homes, and will be located within, or near to an
active Beazer Homes new home community.  All Beazer Pre-Owned
Homes will receive necessary repairs and upgrades to bring them up
to strict Company standards.

Because the primary source of Pre-Owned Homes will be distressed
sales, typically foreclosures or short sales, Beazer anticipates
acquiring homes at a discount to their replacement cost.  Having
completed its first acquisitions and tenant move-in during March,
Beazer anticipates increasing the size of its Pre-Owned Homes
portfolio to more than 100 homes in Phoenix by the end of fiscal
2011.

The Company expects the rental of these homes to appeal to
consumers who have elected not to become home owners as well as
those who may not fully qualify for mortgage financing for a new
home at this time.  The rental market for recently built homes in
Phoenix is very strong, with an estimated vacancy rate below 5%.

The new Division leverages Beazer's strengths as a homebuilder and
knowledge of its markets, and offers an attractive investment
proposition for a portion of the Company's cash reserve.  Rich
O'Connor, a longtime Beazer executive, has been appointed to lead
the company's Pre-Owned Homes Division.

"As a public homebuilder with significant financial resources,
Beazer has the expertise to identify, acquire and improve this
select group of previously-owned homes," said O'Connor.  "And by
working with third party local property management companies, we
will be creating a best-in-class rental experience for consumers."

Because Beazer will own each home, rather than a bank or an under-
capitalized investor, renters can have confidence in the homes and
neighborhoods served by the Pre-Owned Homes Division.  In the
coming months the Pre-Owned Homes Division may expand its
geographic coverage to include homes in Nevada or California.

Upon a recovery in the housing markets, characterized in part by
higher home prices and lower cash yields from rental income,
Beazer expects to offer these previously owned homes for re-sale,
either to their respective tenants or to other buyers.

                        About Beazer Homes

Beazer Homes USA, Inc. (NYSE: BZH) -- http://www.beazer.com/--
headquartered in Atlanta, is one of the country's 10 largest
single-family homebuilders with continuing operations in Arizona,
California, Delaware, Florida, Georgia, Indiana, Maryland, Nevada,
New Jersey, New Mexico, North Carolina, Pennsylvania, South
Carolina, Tennessee, Texas, and Virginia.  Beazer Homes is listed
on the New York Stock Exchange under the ticker symbol "BZH."

The Company's balance sheet at Dec. 31, 2010, showed $1.90 billion
in total assets, $1.55 billion in total liabilities and
$349.65 million in stockholders' equity.

                          *     *     *

Beazer carries (i) a 'B-' issuer credit rating, with "stable"
outlook, from Standard & Poor's, (ii) 'Caa1' probability of
default and long term corporate family ratings from Moody's, and
(iii) 'B-' issuer default rating, with stable outlook, from Fitch
Ratings.

Fitch said in November 2010 that the ratings and Outlook for
Beazer reflect the company's healthy liquidity position, improved
capital structure as well as the challenges still facing the
housing market.  Fitch expects existing home sales will decline
7.5% in 2010 and increase 6% in 2011.

S&P said that although Beazer's business and liquidity profiles
have improved, S&P doesn't anticipate raising its ratings on the
company over the next 12 months because S&P expects costs
associated with the company's heavy debt load will weigh on
profitability.

The 'Caa1' corporate family rating, Moody's said in November 2010,
reflects its expectation that Beazer has reduced costs
sufficiently that it will continue to reduce losses in fiscal
2011.  The impairments and other charges are likely to be less
material going forward, given the company's improving gross margin
performance, stabilizing pricing environment, and increasing
absorptions.  However, Moody's expectation is that Beazer's cash
flow performance will weaken in 2011, as the benefits of inventory
liquidation have largely played out.  The ratings also reflect the
company's extended debt maturity profile, improved Moody's-
adjusted debt leverage, and increased net worth position.


BIOLASE TECHNOLOGY: IsZo Capital Discloses 5.7% Equity Stake
------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, IsZo Capital LP and its affiliates disclosed that they
beneficially own 1,577,431 shares of common stock of Biolase
Technology, Inc., representing 5.7% of the shares outstanding.
As of March 15, 2011, there were 27,479,743 shares of the
Company's common stock, par value $0.001 per share, outstanding.

                     About BIOLASE Technology

Irvine, Calif.-based BIOLASE Technology, Inc. (NASDAQ: BLTI)
-- http://www.biolase.com/-- is a dental laser company.  The
Company develops, manufactures and markets Waterlase technology
and lasers and related products that advance the practice of
dentistry and medicine.

The Company reported a net loss of $12.02 million on
$24.58 million of products and services revenues for the year
ended Dec. 31, 2010, compared with a net loss of $2.95 million on
$42.14 million of products and services revenues during the prior
year.

The Company's balance sheet at Dec. 31, 2010, showed
$18.14 million in total assets, $21.19 million in total
liabilities and a $3.05 million total stockholders' deficit.

BDO USA, LLP raised substantial doubt about the Company's ability
to continue as a going concern, following the 2010 results.  The
accounting firm noted that the Company has suffered recurring
losses from operations, has had declining revenues and has a
working capital deficit at Dec. 31,


BLACK CROW: GECC Says Plan Not Confirmable
------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
Black Crow Media Group LLC filed a Chapter 11 plan just as its
exclusive right to propose a reorganization plan was expiring in
November.  The Debtor wants the judge to schedule a hearing for
approval of the disclosure statement by April 18 so it's
theoretically possible to confirm a plan by the end of May when
its exclusive right to solicit acceptances expires.

According to Mr. Rochelle, General Electric Capital Corp., which
has been in a dispute with the Debtor since the start of the case,
is in opposition of the plan.  GECC, owed $38.9 million at the
outset of the reorganization, contends the Black Crow plan can't
be confirmed because it violates provisions in bankruptcy law.
The Official Committee of Unsecured Creditors also opposes the
plan.

A hearing on the matter was scheduled for April 6.

The Plan, according to Mr. Rochelle, offers three alternatives to
GECC:

    1. The first option would allow GECC to take $13 million in
       cash and walk away;

    2. The second option would give GECC a 10-year note for about
       $15.6 million, representing the value of the collateral.
       The note would pay 4% interest and 1% a year in principal,
       plus a portion of excess cash flow.  For the deficiency
       claim, GECC would receive 20% of sale proceeds above
       $3 million; and

    3. If GECC votes against the plan, it would take the second
       option if the judge approves the plan.

Mr. Rochelle adds that the Plan would pay unsecured creditors in
full over five years.  Unsecured claims are less than $700,00

                         About Black Crow

Daytona Beach, Florida-based Black Crow Media Group, LLC, owns and
operates 17 FM and 5 AM radio stations in Daytona Beach, Live Oak,
Valdosta, Huntsville, Alabama, and Jackson, Tennessee.

Black Crow filed for Chapter 11 protection two days before a
hearing in U.S. district court where GECC was seeking appointment
of a receiver following default on term loans and a revolving
credit.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
M.D. Fla. Case No. 10-00172) on Jan. 11, 2010.  The Company's
affiliates -- Black Crow Media, LLC, et al. -- also filed separate
Chapter 11 petitions.  Mariane L. Dorris, Esq., and R. Scott
Shuker, Esq., at Latham Shuker Eden & Beaudine LLP, assist the
Company in its restructuring effort.  The Company estimated assets
of $10 million to $50 million and debts of $50 million to $100
million in its Chapter 11 petition.


BLOCKBUSTER INC: Court Approves Sale of Assets to DISH Network
--------------------------------------------------------------
Blockbuster Inc. announced on April 7, 2011, that the U.S.
Bankruptcy Court for the Southern District of New York has
approved the sale of substantially all of Blockbuster's assets to
DISH Network Corporation.  As previously announced, DISH's offer
of $320.6 million was selected as the successful bid following a
robust auction conducted earlier this week.  The auction process
was designed to achieve the highest and best offer for the
Company's assets and was conducted in accordance with Section 363
of the U.S. Bankruptcy Code.

Under the terms of the DISH asset purchase agreement, which has
been filed with the court, the Blockbuster estate is to receive
approximately $227 million in cash distributions. The transaction
is expected to close on April 25th.

Jim Keyes, Chairman and Chief Executive Officer, commented, "We
are pleased to have reached this important milestone in the
ongoing transformation of Blockbuster. The combination of DISH
Network with Blockbuster's multi-channel offering will ultimately
provide our combined subscribers and customers the most convenient
access to an outstanding entertainment experience."

                           *     *     *

The Wall Street Journal's Mike Spector and Dow Jones Newswires'
Joseph Checkler report that Dish Network Corp. won a bankruptcy
auction for Blockbuster Inc. early Wednesday morning with its
$320.6 million offer.

The auction began Tuesday morning in federal bankruptcy court in
Manhattan and concluded around 1:25 a.m. at the offices of law
firm Cadwalader, Wickersham & Taft, the report says.  The
auction's conclusion was closed to reporters.  Cadwalader served
as adviser to investor Carl Icahn, one of the bidders.

According to the report, people familiar with the matter said
Blockbuster's creditors will see about $178.8 million of Dish's
bid.  The balance of the money will go toward expenses associated
with the auction and the company's bankruptcy proceedings.

According to Messrs. Spector and Checkler, one source said Dish
views Blockbuster as a "going concern," in contrast to some other
bidders who considered liquidating the company.  That person said
Dish:

     -- has expressed interest in using some Blockbuster stores to
        sell subscriptions to its service; and

     -- is interested in possible synergies from Blockbuster's
        on-demand business.

According to Messrs. Spector and Checkler, Dish confirmed its
winning bid around 6 a.m., and said it expects to pay $228 million
in cash to acquire Blockbuster when the deal closes in the second
quarter.

Messrs. Spector and Checkler relate Dish opened Tuesday's bidding
with a $284 million offer.  After a few rounds of bidding,
Mr. Icahn countered with $310.6 million that would send $164.2
million to creditors.  Mr. Icahn had teamed up with several
liquidators, including Great American Group and Tiger Capital
Group.

An investment group led by Monarch came with a bid deemed "higher
and better" by Blockbuster's representatives; it would have sent
$166.7 million to creditors.  The Monarch-led group set the floor
with its $290 million stalking horse bid in February.

The report notes that South Korea's SK Telecom Co., and a
liquidators team consisting of Gordon Brothers Group and Hilco
Merchant Resources had also submitted early bids.  SK Telecom
offered $284.5 million for Blockbuster before one of Mr. Icahn's
bids, saying it had reached deals with three of the top movie
studios that ship the company DVDs that would add $50 million in
value for creditors and keep the company as a going concern.
According to Messrs. Spector and Checkler, Neil Augustine, a
Blockbuster banker from Rothschild Inc., told SK Telecom's lawyer
the bid failed to top a prior offer from the Monarch-led group.

"I think, for the reasons I've articulated, we can't fathom how
you've come to that conclusion," said David Feldman, the Korean
mobile operator's lawyer from Gibson, Dunn & Crutcher, Messrs.
Spector and Checkler relate.  SK Telecom soon after dropped out of
the auction, the report says.

                     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.


BLUE DOLPHIN ENERGY: UHY LLP Raises Going Concern Doubt
-------------------------------------------------------
Blue Dolphin Energy Company filed on March 31, 2011, its annual
report on Form 10-K for the fiscal year ended Dec. 31, 2010.

UHY LLP, in Houston, Texas, expressed substantial doubt about Blue
Dolphin's ability to continue as a going concern.  The independent
auditors noted that the Company has suffered recurring losses and
negative cash flows from operations.

The Company reported a net loss of $1.0 million on $2.7 million of
revenues for 2010, compared with a net loss of $4.1 million on
$2.0 million of revenues for 2009.

At Dec. 31, 2010, the Company's balance sheet showed $6.0 million
in total assets, $3.4 million in total liabilities, and
stockholders' equity of $2.6 million.

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

                       http://is.gd/4XY8nz

Houston, Tex.-based Blue Dolphin Energy Company (NASDAQ: BDCO)
-- http://www.blue-dolphin.com/-- is engaged in two lines of
business: (i) pipeline transportation services to
producers/shippers, and (ii) oil and gas exploration and
production.  Substantially all of the Company's assets consist of
equity interests in its subsidiaries.


BLUEKNIGHT ENERGY: Amendment to Global Transaction Pact Proposed
----------------------------------------------------------------
Blueknight Energy Partners, L.P., Blueknight Energy Partners G.P.,
L.L.C., the general partner of the Partnership, Blueknight Energy
Holding, Inc., and CB-Blueknight, LLC, previously entered into a
Global Transaction Agreement relating to the refinancing of the
Partnership's debt.

On March 3, 2011, representatives of the General Partner who are
affiliated with Vitol Holding and Charlesbank Holding met with
certain of the Partnership's significant unitholders to discuss
the refinancing transactions set forth in the Global Transaction
Agreement.  On March 22, 2011, representatives of the General
Partner who are affiliated with Vitol Holding and Charlesbank
Holding again met with certain of the Partnership's significant
unitholders and suggested certain modifications that could
potentially be made to the transactions set forth in the Global
Transaction Agreement to encourage all unitholders to vote in
favor of the unitholder proposals.

These suggested modifications included revising the unitholder
proposals to (i) reset the First Target Distribution to $0.1035
per unit per quarter, (ii) reset the Second Target Distribution
to $0.1350 and (iii) reset the Third Target Distribution to
$0.1575.  In addition, the suggested modifications provided that
upon a favorable unitholder vote, (i) no distributions would
accrue or be paid to the General Partner in respect of its
interests in the Partnership for the eight quarter period
following the date of the favorable unitholder vote, (ii) Vitol
Holding and Charlesbank Holding would contribute all of their
subordinated units to the Partnership thereby eliminating the
subordinated units, (iii) an additional conversion feature would
be added to the preferred units such that they would be
convertible at the option of the Partnership at any time after
five years if the trading price of the Partnership's common units
is more than 130% of the conversion price of the preferred units,
subject to customary minimum trading volume requirements, (iv) the
Partnership's partnership agreement would be amended to provide
that, for a period of 24 months, the Partnership could not issue
securities senior to the common units without approval of a
majority of the Partnership's common units except for accretive
issuances and issuances for the purpose of repayment of debt and
(v) the rights offering would be reduced to $55 million instead of
$75 million with the proceeds being used to redeem the
Partnership's convertible debentures and for general partnership
purposes.  The suggested modifications would eliminate the
Additional Private Placement and Special Dividend, each as defined
in the 2010 Form 10-K.  The other provisions of the Global
Transaction Agreement would otherwise remain unchanged.

During the March 22 meeting, the unitholders and the
representatives of the General Partner discussed the suggested
modifications as well as the rationale for the Partnership to set
the Minimum Quarterly Distribution at a level that would allow the
Partnership to fund future growth projects while continuing to
fund the Minimum Quarterly Distribution.  The unitholders made
additional suggestions for consideration, including, among other
things, further increasing the Minimum Quarterly Distribution and
associated target distributions.  After the meetings with the
unitholders, representatives of the General Partner continued to
engage in constructive discussions with certain of such
unitholders.

Vitol Holding, Charlesbank Holding and the conflicts committee of
the General Partner are continuing to evaluate potential revisions
to the refinancing transactions contemplated by the Global
Transaction Agreement.  Although there can be no assurance there
will be any revisions to the Global Transaction Agreement, any
such revisions would require the approval of Vitol Holding and
Charlesbank Holding as well as the General Partner's board of
directors, including the conflicts committee thereof.

                     About Blueknight Energy

Blueknight Energy Partners, L.P. (Pink Sheets: BKEP)
-- http://www.bkep.com/-- provides integrated terminalling,
storage, processing, gathering and transportation services for
companies engaged in the production, distribution and marketing of
crude oil and asphalt product. It provides services for the
customers, and its only inventory consists of pipeline linefill
and tank bottoms necessary to operate the assets. It has three
operating segments: crude oil terminalling and storage services,
crude oil gathering and transportation services, and asphalt
services.

The Company reported a net loss of $23.79 million on
$152.62 million of total revenue for the year ended Dec. 31, 2010,
compared with a net loss of $16.50 million on $156.77 million of
total revenue during the prior year.  The Company also reported a
net loss of $13.19 million on $39.09 million of total revenue for
the three months ended Dec. 31, 2010, compared with a net loss of
$5.64 million on $37.07 million of total revenue for the same
period during the prior year.

The Company's balance sheet at Dec. 31, 2010, showed $323.84
million in total assets, $361.58 in total liabilities and $37.74
million in total partners' deficit.


BLUEKNIGHT ENERGY: Inks First Amendment to JPMorgan Credit Pact
---------------------------------------------------------------
Blueknight Energy Partners, L.P., JPMorgan Chase Bank, N.A., as
administrative agent, and the lenders party thereto entered into a
First Amendment to Credit Agreement.  The Amendment amended the
Partnership's credit facility such that certain future
modifications to the pro rata sharing provisions among the lenders
will now require the consent of lenders holding at least 75% of
the outstanding commitments and loans under the credit facility,
as opposed to 50%.

On April 5, 2011, the Partnership, JPMorgan Chase Bank, N.A., as
administrative agent, and Cooperatieve Centrale Raiffeisen-
Boerenleenbank B.A. "Rabobank Nederland", New York Branch, entered
into a Joinder Agreement whereby (i) Rabobank became a lender
under the Partnership's credit facility and (ii) the Partnership's
revolving credit facility was increased from $75 million to $95
million.  On April 5, 2011, after giving effect to such Joinder
Agreement, approximately $36.7 million of revolver borrowings and
letters of credit were outstanding under the credit facility,
leaving the Partnership with approximately $58.3 million available
capacity for additional revolver borrowings and letters of credit
under the credit facility.

A full-text copy of the First Amendment to Credit Agreement is
available for free at http://is.gd/mvXg11

A full-text copy of the Joinder Agreement is available at no
charge at http://is.gd/h34yfI

                     About Blueknight Energy

Blueknight Energy Partners, L.P. (Pink Sheets: BKEP)
-- http://www.bkep.com/-- provides integrated terminalling,
storage, processing, gathering and transportation services for
companies engaged in the production, distribution and marketing of
crude oil and asphalt product. It provides services for the
customers, and its only inventory consists of pipeline linefill
and tank bottoms necessary to operate the assets. It has three
operating segments: crude oil terminalling and storage services,
crude oil gathering and transportation services, and asphalt
services.

The Company reported a net loss of $23.79 million on
$152.62 million of total revenue for the year ended Dec. 31, 2010,
compared with a net loss of $16.50 million on $156.77 million of
total revenue during the prior year.  The Company also reported a
net loss of $13.19 million on $39.09 million of total revenue for
the three months ended Dec. 31, 2010, compared with a net loss of
$5.64 million on $37.07 million of total revenue for the same
period during the prior year.

The Company's balance sheet at Dec. 31, 2010, showed $323.84
million in total assets, $361.58 in total liabilities and $37.74
million in total partners' deficit.


BOOMERANG SYSTEMS: Ryan Burleson Resigns as COO
-----------------------------------------------
Ryan Burleson resigned as chief operating officer of Boomerang
Systems, Inc., and each of its subsidiaries.  Mr. Burleson is no
longer employed with the Company.

                      About Boomerang Systems

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

For the fiscal year ended Sept. 30, 2010, the Company had a net
loss of $15,789,559 compared with a net loss of $9,693,734 during
the prior year.  Revenues were $718,530 for the fiscal year ended
Sept. 30, 2010 compared with $0 for the fiscal year ended
Sept. 30, 2009.

The Company's balance sheet at Sept. 30, 2010, showed $6,192,003
in total assets, $2,841,556 in total liabilities and $3,350,447 in
stockholders' equity.  Accumulated deficit was $33,710,494 at
Sept. 30, 2010.


BRN LLC: Case Summary & 2 Largest Unsecured Creditors
-----------------------------------------------------
Debtor: BRN, LLC
        3360 Fontaine
        Memphis, TN 38116

Bankruptcy Case No.: 11-23491

Chapter 11 Petition Date: April 5, 2011

Court: United States Bankruptcy Court
       Western District of Tennessee (Memphis)

Judge: David S. Kennedy

Debtor's Counsel: Paul A. Robinson, Jr., Esq
                  LAW OFFICE OF PAUL ROBINSON
                  5 North Third, Suite 2000
                  Memphis, TN 38103
                  Tel: (901) 649-4053
                  Fax: (901) 328-1803
                  E-mail: problaw9@yahoo.com

Scheduled Assets: $1,460,734

Scheduled Debts: $2,260,734

A list of the Company's two largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/tnwb11-23491.pdf

The petition was signed by Willie Nelson, stockholder.


C-SWDE348 LLC: Files Reorganization Plan & Disclosure Statement
---------------------------------------------------------------
C-SWDE348, LLC, has filed with the U.S. Bankruptcy Court for the
District of Nevada a plan of reorganization and disclosure
statement.

A copy of the disclosure statement is available for free at:

            http://bankrupt.com/misc/C-SWDE348_ds.pdf

The Debtor's Lantana Trails Master Plan in Las Vegas, Nevada,
serves as collateral for a promissory note in the amount of
$11,575,000 issued by the Debtor's parent for the benefit of the
lenders.  Under the Plan, the Property will be returned to the
Lenders in full satisfaction of the Note and in lieu of
foreclosure.  The return will occur by cancelling the equity
interests in the Debtor currently held by the Debtor's parent ad
issuing Class A membership interests in the reorganized Debtor to
the Lenders on a pro rata basis.  In exchange for the cancellation
of its common equity, the Parent will receive Class B membership
interests in the Debtor, which will permit the Parent to receive
only limited distributions from the Debtor.  The Parent, as the
holder of the Class B Membership Interests, will have no voting
rights other than with regard to the dissolution of the
reorganized Debtor as permitted by a new operating agreement.  The
purpose of the Plan is to effectively transfer the ownership of
the Property to the Lenders without the necessity and expense of a
foreclosure as well as to provide a structure and mechanism to
protect and improve and fully realize the value of the Property of
the Lenders.

After the effective date of the Plan, the Debtor will be governed
by the New Operating Agreement.  Under the terms of that
agreement, the management of the new limited liability companies
will be vested in a steering committee and a Manager.  The
Steering Committee's main function is to approve an annual project
budget and any amendments thereto which require additional capital
contributions; and approve the annual business plan of the Debtor
and any material modifications thereof.  The Steering Committee
must approve any action of the Manager that would cause the
reorganized Debtor to be materially out of compliance with an
approved budget.  The Steering Committee will be initially
comprised of five individuals, four of which will be elected by
the Lenders and one of which will be elected by the Manager.  A
list of the initial members of the Steering Committee will be
filed with the Court and served upon the Lenders prior to the
commencement of any confirmation hearing with respect to the Plan.

The Manager, responsible for the day-to-day management of the
reorganized Debtor, will be an affiliate of LST Investments, LLC,
dba Clayton Mortgage and Investment.  Clayton isn't affiliated
with or related to the Debtor or the Parent, and is currently the
services of the Note.

The reorganized Debtor's operations will be funded by voluntary
capital contributions from the holders of Class A Membership
Interests on a pro rata basis on the terms and conditions set
forth in the New Operating Agreement.  Additional member
contributions, among other things, will be requested by the
Manager in accordance with the Debtor's Steering Committee
approved budget.  Additional Member Contributions will bear
interest in 8% per annum until returned.

The New Operating Agreement also requires the Parent, as Class B
member, to perform certain obligations, which include contribution
of $136,027 as a Class B Member Upfront Payment.  The Debtor will
use that money to pay real property taxes attributable to the
Property for the period of Oct. 31, 2009 through Dec. 31, 2011,
management fees from May 1, 2010 through December 2011, and fees
and expenses previously incurred by Clayton in connection with the
enforcement of the Note and related loan documents.

The Parent will also be required to aid the Manager in formulating
the initial annual budget and business plan for the Debtor.

Upon the sale of the Property or other distribution of cash from
Debtor operations, the net proceeds will be paid:

a. first to the makers of Supplemental Capital Contributions in an
amount equal to all unreturned Supplemental Capital Contributions
together with simple interest at a rate of 8% per annum until all
unreturned Supplemental Capital Contributions will have been
returned in full;

b. second, to the makers of Additional Member Contributions and
the Parent in the amount of all unreturned Additional Member
contributions and the unreturned Class B Member Initial
Contribution together with simple interest of 8% per annum until
all unreturned Additional Member Contributions and the Class B
Member Initial Contribution are returned in full;

c. third, (i) 90% to the holders of Class A Membership Interests
on a pro rata basis, and (ii) 10% to the Parent; and

d. fourth, 70% to the holders of Class A Membership Interests on a
pro rata basis and 30% to the Parent.

                   Treatment of Claims

Holders of allowed Class 1 Property Tax Claims will receive cash
in the amount of their allowed Property Tax Claims plus interest
at the applicable statutory rate.

Holders of allowed Class 2 Note Claim -- estimated at $11,575,000
-- will receive, in complete satisfaction of the claim and all
related liens, its pro rata share of 100% of the Class A
Membership Interests.

Holders of Class 3 Old Membership Units will be exchanged for the
Class B Membership Interests.

Administrative Claims will be paid in cash, in full.

Property Tax Claims are unimpaired by the Plan, and each holder
will receive a single cash payment equal to the sum of its allowed
property tax claim and all accrued postpetition interest
calculated at the rate required by the applicable nonbankruptcy
law.

                         About C-SWDE348

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.


CALYPTE BIOMEDICAL: Delays Filing of 2010 Annual Report
-------------------------------------------------------
Calypte Biomedical Corporation informed 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 within the
prescribed time period.  Due to its limited financial resources
and thin staffing, the Company is unable to complete the audit of
its financial statements in a timely manner.  Unexpected delays in
gathering data from third parties necessary to finalize the
financial statements and accompanying notes and administrative
issues have prevented the Company from timely filing the Annual
Report without unreasonable effort or expense.  The Company
expects to be able to file its Annual Report on or before
April 30, 2010.

                      About Calypte Biomedical

Portland, Ore.-based Calypte Biomedical Corporation develops,
manufactures, and distributes in vitro diagnostic tests, primarily
for the diagnosis of Human Immunodeficiency Virus infection.

Odenberg, Ullakko, Muranishi & Co. LLP, in San Francisco,
expressed substantial doubt about the Company's ability to
continue as a going concern following the Company's 2009 results.
The independent auditors noted that the Company has defaulted on
$6.3 million of 8% Convertible Promissory Notes and related
Interest Notes and $5.2 million of 7% Promissory Notes, 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
2010 without additional financing.

The Company's balance sheet at Sept. 30, 2010 showed $2.44 million
in total assets, $6.21 million in total liabilities, and a
$3.77 million stockholders' deficit.


CAPMARK FINANCIAL: Pacific Coast-Led Auction Set for April 29
-------------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
Capmark Financial Group Inc. will hold an auction on April 29 to
determine if an affiliate of Pacific Coast Capital Partners LLC
from El Segundo, California, indeed has the best offer for
Capmark's interest in non-bankrupt Capmark Structured Real Estate
Partners LP.  PCCP is under contract for $7.8 million.  Other bids
are due April 22 under procedures approved by the bankruptcy judge
in Delaware on April 4.  If there is no better offer, the
bankruptcy court will hold a sale-approval hearing on April 29.
If there is an auction, sale approval will be considered at a
May 18 hearing.

Mr. Rochelle relates that the Capmark fund attracted over
$1 billion from investors and has disbursed $103 million, the
court filing says. Capmark entities manage the fund.  Capmark
intends on reorganizing around its non-bankrupt bank subsidiary by
giving stock to unsecured creditors. Secured creditors already
were paid off under a settlement approved by the bankruptcy judge
in November.  It paid secured lenders 91% in cash on the
$1.1 billion they were 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'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 (Bankr. D. Del. Case No. 10-12387) on
July 29, 2010.  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.


CARGO TRANSPORTATION: Wants Plan Exclusivity Until May 12
---------------------------------------------------------
Cargo Transportation Services Inc. asks the U.S. Bankruptcy Court
for the Middle District of Florida to extend the exclusive period
to file Chapter 11 plan and disclosure statement explaining the
plan until May 12, 2011.

On Feb. 10, 2011, the Court set April 1, 2011, as deadline for
filing plan and disclosure statement and a plan of reorganization.
If the Disclosure Statement was found to be adequate, the Court
would enter an order of conditional approval, establishing
pertinent deadlines and scheduling a hearing on final approval of
the disclosure statement and a hearing on confirmation of the Plan
for May 4, 2011, at 1:30 p.m.

According to the Debtor's request for an extension, the Debtor and
its professionals are currently pursuing strategic alternatives
and analyzing issues related to a transaction that will be the
basis for the Plan.  The Debtor and its financial advisor are also
working on a 24-month post-effective date forecast covering the
Debtor's business operations.  This forecast will have an impact
on the Debtor's Plan and the amount of the ultimate distribution
to creditors in this case.

According to the Debtor, the request for extension of time is not
submitted for purposes of delay and will not prejudice any party.
The requested extensions will aid the confirmation process and
will avoid unnecessary confusion and duplication of efforts.

                    About Cargo Transportation

Sunrise, Florida-based Cargo Transportation Services, Inc.,
provides transportation services to clients nationwide, including
customized consolidation, distribution, logistics and warehousing
services.  It has 140 employees and averages $100,000,000 in gross
revenue per year.

Cargo Transportation filed for Chapter 11 bankruptcy protection
(Bankr. M.D. Fla. Case No. 11-00432) on Jan. 12, 2011.  Edward J.
Peterson, III, Esq., at Stichter, Riedel, Blain & Prosser, PA,
serves as the Debtor's bankruptcy counsel.  The Debtor disclosed
$11,728,760 in assets, and $11,869,375 in liabilities in its
schedules.


CATASYS INC: Significant Operating Losses Cue Going Concern Doubt
-----------------------------------------------------------------
Catasys, Inc., filed on March 31, 2011, its annual report on Form
10-K for the fiscal year ended Dec. 31, 2010.

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

The Company reported a net loss of $20.0 million on $448,000 of
revenues for 2010, compared with a net loss of $9.2 million on
$1.5 million of revenues for 2009.

At Dec. 31, 2010, the Company's balance sheet showed $7.9 million
in total assets, $18.1 million in total liabilities, and a
stockholders' deficit of $10.2 million.

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

                       http://is.gd/meWg8D

Los Angeles, Calif.-based Catasys, Inc., formerly Hythiam, Inc.,
(CATS.OTCBB) is a healthcare services company, providing
specialized behavioral health services for substance abuse to
health plans, employers and unions through a network of licensed
healthcare providers and its employees.


CC MEDIA: M. Mays to Step Down as CEO, to Stay as Board Chairman
----------------------------------------------------------------
As previously reported, Mark P. Mays announced his decision to
transition from his role as the Chief Executive Officer and
President of CC Media Holdings, Inc., and Clear Channel
Communications, Inc., an indirect subsidiary of the Company, and
as the Chief Executive Officer of Clear Channel Outdoor Holdings,
Inc., an indirect subsidiary of the Company and CCU, to the
Company's Chairman and asked the Board of Directors of the Company
to initiate a search for his replacement.

In January 2011 Mr. Mays informed the Board that he would step
down as the Chief Executive Officer and President of the Company
and CCU and as the Chief Executive Officer of CCOH on the earlier
of the date that his successor joined the Company and March 31,
2011.  The Board has been actively searching for a replacement
but, to date, has not identified a permanent successor.

Effective March 31, 2011, Mr. Mays ceases serving as the Chief
Executive Officer and President of the Company and CCU and as the
Chief Executive Officer of CCOH.  Mr. Mays will continue to serve
as the Chairman of the Board of the Company, CCU and CCOH and as
an employee of CCU pursuant to the terms and conditions of his
Amended and Restated Employment Agreement, effective as of
June 23, 2010, by and between the Company, CCU and Mr. Mays.

On March 31, 2011, the Board and the Board of Directors of CCU and
CCOH each (i) established a new "Office of the Chief Executive
Officer" to serve the functions of the Chief Executive Officer and
President until such time that a permanent replacement for Mr.
Mays is hired and (ii) appointed Thomas W. Casey, the current
Executive Vice President and Chief Financial Officer of the
Company, CCU and CCOH, and Robert H. Walls, Jr., the current
Executive Vice President, General Counsel and Secretary of the
Company, CCU and CCOH, to also serve in such newly-created office
for each of the Company, CCU and CCOH in addition to their
existing offices which they will retain.

Mr. Casey, 48, has served as the Executive Vice President and
Chief Financial Officer of the Company, CCU and CCOH since Jan. 4,
2010.  Previously, Mr. Casey served as Executive Vice President
and Chief Financial Officer of Washington Mutual Inc. until
October 2008.  Prior thereto, Mr. Casey served as Vice President
of General Electric Company and Senior Vice President and Chief
Financial Officer of GE Financial Assurance since 1999.  Mr. Casey
will continue to serve as the Executive Vice President and Chief
Financial Officer of the Company, CCU and CCOH.  There are no
family relationships between Mr. Casey and any of the directors
and executive officers of the Company, and there are no
transactions in which Mr. Casey has an interest requiring
disclosure under Item 404(a) of Regulation S-K.

Mr. Walls, 50, has served as the Executive Vice President, General
Counsel and Secretary of the Company, CCU and CCOH since Jan. 1,
2010.  Mr. Walls was a founding partner of Post Oak Energy
Capital, LP and served as Managing Director through Dec. 31, 2009,
and remains an advisor to and a partner of Post Oak Energy
Capital, LP.  Prior thereto, Mr. Walls was Executive Vice
President and General Counsel of Enron Corp., and a member of its
Chief Executive Office from 2002 to September 2005.  Prior
thereto, he was Executive Vice President and General Counsel of
Enron Global Assets and Services, Inc., and Deputy General Counsel
of Enron Corp.  Mr. Walls will continue to serve as the Executive
Vice President, General Counsel and Secretary of the Company, CCU
and CCOH.  There are no family relationships between Mr. Walls and
any of the directors and executive officers of the Company, and
there are no transactions in which Mr. Walls has an interest
requiring disclosure under Item 404(a) of Regulation S-K.

                  About CC Media and Clear Channel

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

CC Media has three reportable business segments: Radio
Broadcasting; Americas Outdoor Advertising; and International
Outdoor Advertising.  Approximately half of CC Media's revenue is
generated from its Radio Broadcasting segment.

The Company reported a net loss of $462.8 million on
$5.866 billion of revenue for the fiscal year ended Dec. 31, 2010,
compared with a net loss of $4.049 billion on $5.552 billion of
revenue for the fiscal year ended Dec. 31, 2009.

The Company's balance sheet at Dec. 31, 2010, showed
$17.480 billion in total assets, $24.685 in total liabilities, and
a stockholders' deficit of $7.205 billion.

                          *     *     *

CC Media Holdings carries 'CCC+' issuer credit ratings from
Standard & Poor's.  Clear Channel Carries a 'Caa2' corporate
family rating from Moody's Investors Service and an issuer default
rating of 'CCC' from Fitch Ratings.

Fitch said in November 2010, that its ratings concerns center on
the company's highly leveraged capital structure, with significant
maturities in 2014 and 2016; the considerable interest burden that
pressures free cash flow generation; technological threats and
secular pressures in radio broadcasting; and the company's
exposure to cyclical advertising revenue.  The ratings are
supported by the company's leading position in both the outdoor
and radio industries, as well as the positive fundamentals and
digital opportunities in the outdoor advertising space.

In February 2011, Standard & Poor's affirmed it 'CCC+' corporate
credit rating and positive outlook on CC Media Holdings and
operating subsidiary Clear Channel, which S&P views on a
consolidated basis.

S&P said the 'CCC+' corporate credit rating on CC Media Holdings
Inc. reflects the risks surrounding the longer-term viability of
the company's capital structure--in particular, refinancing risk
relating to sizable secured debt maturities in 2014 ($3.2 billion
pro forma for the transaction) and 2016 ($10.4 billion).  In S&P's
view, the company has a satisfactory business risk profile, due to
its position as the largest radio and global outdoor advertising
operator, its good geographic and market diversity, and moderate
long-term growth prospects at the outdoor business.  S&P views the
financial risk profile as highly leveraged, given the company's
significant refinancing risk, roughly break-even EBITDA coverage
of interest expense, and slim discretionary cash flow.


CHAMPION ENTERPRISES: Chapter 11 Plan of Liquidation Confirmed
--------------------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court signed
an order confirming Champion Enterprises' Second Amended Joint
Chapter 11 Plan of Liquidation.

According to BData, the Plan's Disclosure Statement asserts,
"Pursuant to prior orders of the Bankruptcy Court, the Debtors
sold substantially all of their Assets to Champion Enterprises
Holdings, LLC and New Champion Homes, Inc., satisfied the
obligations owing to their Prepetition Lenders for money borrowed
before the Petition Date and their obligations for money borrowed
postpetition pursuant to the Debtor-in-Possession Credit Agreement
dated as of Nov. 15, 2009 between CHBC and a syndicate of banks,
financial institutions, and other institutional lenders, with
Credit Suisse AG, Cayman Islands Branch, as administrative agent
and obtained a commitment from the Buyer...for certain post-
closing, wind-down liabilities of the Debtors. Under the Plan, the
Debtors will transfer certain causes of action to a Creditor Trust
that will administer and liquidate them for the benefit of general
unsecured Creditors.  The Plan provides for the full payment of
Administrative Claims and Priority Claims. It is important to
note, however, that any recovery to general unsecured Creditors
(Classes 5 and 6 under the Plan), will be entirely dependant on
the results of any prosecution of the Assigned Litigation.  .The
Plan further provides for the substantive consolidation of all of
the Debtors except CEI Liquidation Estate (formerly known as
Champion Enterprises, Inc.), for voting and distribution purposes,
the termination of all Equity Interests in the Debtors, and the
dissolution and winding up of the Debtors' affairs."

                    About Champion Enterprises

Troy, Michigan-based Champion Enterprises, Inc., and its
subsidiaries are international manufacturers of factory-built
homes and steel-framed modular buildings, with operations in the
United States, Canada and the United Kingdom.  Buildings
constructed by Champion and its subsidiaries consist of both
single and multi-module units designed for either commercial or
residential purposes.  Champion products range from single-module
HUD-Code homes to sophisticated commercial structures such as
hotels.

The Company filed for Chapter 11 protection on Nov. 15, 2009
(Bankr. D. Del. Case No. 09-14019).  The Company's affiliates also
filed separate bankruptcy petitions.  James E. O'Neill, Esq.,
Laura Davis Jones, Esq., Mark M. Billion, Esq., Timothy P. Cairns,
Esq., at Pachulski Stang Ziehl & Jones LLP, assist Champion in its
restructuring effort.  The Company disclosed $576,527,000 in asset
and $521,337,000 in liabilities as of Oct. 3, 2009.


CHINA IVY: Michael Studer Raises Going Concern Doubt
----------------------------------------------------
China Ivy School, Inc., filed on March 31, 2011, its annual report
on Form 10-K for the fiscal year ended Dec. 31, 2010.

Michael T. Studer CPA P.C., in Freeport, New York, expressed
substantial doubt about the Company's ability to continue as a
going concern.  Mr. Studer noted that, as of Dec. 31, 2010, and
2009, the Company had a working capital deficit of $12,255,303 and
$11,038,871, respectively.  "The Company also had an accumulated
deficit of $5,949,928 as of Dec. 31, 2010."

The Company reported a net loss of $834,306 on $6.4 million of
revenue for 2010, compared with a net loss of $814,928 on
$6.3 million of revenue for 2009.

At Dec. 31, 2010, the Company's balance sheet showed $17.6 million
in total assets, $16.3 million in total liabilities, and
stockholders' equity of $1.3 million.

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

                       http://is.gd/FclLNF

Based in Jiangsu Province, China, China Ivy School, Inc., operates
an educational facility under the name "Blue Tassel School" which
provides a comprehensive curriculum required by the government of
the People's Republic of China, supplemented by a broad range of
elective courses which may be chosen from by the school's
students.


CHINA RUITAI: Bernstein & Pinchuk Raises Going Concern Doubt
------------------------------------------------------------
China Ruitai International Holding Co., Ltd., filed on March 31,
2011, its annual report on Form 10-K for the fiscal year ended
Dec. 31, 2010.

Bernstein & Pinchuk LLP, in New York, expressed substantial doubt
about China Ruitai's ability to continue as a going concern.  The
independent auditors noted that the Company has negative working
capital.

The Company reported a net loss of $6.9 million on $43.2 million
of sales for 2010, compared with a net loss of $5.7 million on
$35.7 million of sales for 2009.

At Dec. 31, 2010, the Company's balance sheet showed
$111.0 million in total assets, $81.1 million in total
liabilities, and stockholders' equity of $29.9 million.

Shandong, China-based China Ruitai International Holdings Co.,
Ltd., was organized under the laws of the State of Delaware on
Nov. 15, 1955, under the name "Inland Mineral Resources Corp."
Currently, the Company, through its wholly-owned subsidiary,
Pacific Capital Group Co., Ltd., a corporation incorporated under
the laws of the Republic of Vanuatu, and its majority-owned
subsidiary, TaiAn RuiTai Cellulose Co., Ltd., a Chinese limited
liability company, is engaged in the production, sales, and
exportation of deeply processed chemicals, with a primary focus on
non-ionic cellulose ether products in the People's Republic of
China as well as to the United States, Europe, Japan, India and
South Korea.


CLAYTON IVY: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Clayton Ivy, Inc.
        61 The Oval
        Sugar Land, TX 77479

Bankruptcy Case No.: 11-33139

Chapter 11 Petition Date: April 5, 2011

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Marvin Isgur

Debtor's Counsel: Daniel B. Nelson, Esq.
                  LAW OFFICES OF DANIEL B. NELSON
                  7322 Southwest Freeway, Suite 2020
                  Houston, TX 77074
                  Tel: (713) 779-9898
                  E-mail: dan.nelson@dbnlaw.com

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

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

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

The petition was signed by Rhea Laws, president.


COATES INT'L: Trust, 2 Directors Convert Notes to Shares
--------------------------------------------------------
Coates International, Ltd., and The Coates Trust, a trust
controlled by George J. Coates, President and CEO have agreed to
convert promissory notes in the aggregate amount of $198,136,
including principal and interest, originally issued in 2010 into
1,165,507 unregistered shares of common stock at the closing price
on March 31, 2011, of $0.17 per share.  The Company and two of its
directors also agreed to convert promissory notes in the aggregate
amounts of $188,258 and $131,484, including principal and
interest, originally issued in 2010 into 1,100,922 and 768,648
unregistered shares of common stock, respectively, at the closing
price on April 1, 2011, of $0.171 per share.  The cash proceeds
from issuance of the promissory notes were used for working
capital purposes.

Company CFO, Barry Kaye stated that the decision by The Coates
Trust and two of the Company's directors to convert their
promissory notes is an expression of confidence in the Company to
carry out its business plans to manufacture and distribute the
world-wide patented Coates Spherical Rotary Valve system
technology products.  The Company is also very pleased to be
reducing the outstanding debt of the Company by almost $518,000.

                    About Coates International

Based in Wall Township, N.J., Coates International, Ltd.
(OTC BB: COTE) -- http://www.coatesengine.com/-- was incorporated
on August 31, 1988, for the purpose of researching, patenting and
manufacturing technology associated with a spherical rotary valve
system for internal combustion engines.  This technology was
developed over a period of 15 years by Mr. George J. Coates, who
is the President and Chairman of the Board of the Company.

The Coates Spherical Rotary Valve System (CSRV) represents a
revolutionary departure from the conventional poppet valve.  It
changes the means of delivering the air and fuel mixture to the
firing chamber of an internal combustion engine and of expelling
the exhaust produced when the mixture ignites.

The Company reported a net loss of $1.05 million on $159,000 of
sales for the year ended Dec. 31, 2010, compared with a net loss
of $806,756 on $0 of sales during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $2.99 million
in total assets, $4.11 million in total liabilities, and a
$1.12 million in stockholders' deficiency.

Meyler & Company, LLC, in Middletown, New Jersey, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
continues to have negative cash flows from operations, recurring
losses from operations, and a stockholders' deficiency.


COMMONWEALTH BANKSHARES: Expects $52M Loss, Going Concern Doubt
---------------------------------------------------------------
Commonwealth Bankshares, Inc., discloses that its annual report on
Form 10-K for the fiscal year ended Dec. 31, 2010, could not be
filed within the prescribed time period without unreasonable
effort or expense.

For the year ended Dec. 31, 2010, the Company anticipates
reporting a loss of $51.8 million, which would represent an
increase in net loss of 101.1% from the $25.8 million loss
reported for the comparable period in 2009.

The Company also expects to report that the Company and Bank of
the Commonwealth were considered "undercapitalized" as of Dec. 31,
2010.

The Company is currently working on a capital plan to increase the
capital to return to a "well capitalized" status.

Due to the Company's 2010 financial results, the substantial
uncertainty throughout the U.S. banking industry, the written
agreement the Company has executed with its federal and state
banking regulators and Bank of the Commonwealth's undercapitalized
status, the Company expects the report of the Company's
independent auditors on the Company's consolidated financial
statements to contain an explanatory paragraph indicating that
current conditions raise substantial doubt with respect to the
Company's ability to continue as a going concern.

Norfolk, Va.-based Commonwealth Bankshares, Inc., (Nasdaq:CWBS)
-- http://www.bankofthecommonwealth.com/-- is the parent of Bank
of the Commonwealth which opened its first office in Norfolk,
Virginia, in 1971.  Bank of the Commonwealth has 21 bank branches
strategically located throughout the Hampton Roads and Eastern
North Carolina regions.


COMMUNITY BUILDERS: Ohio Apartments in Chapter 11
-------------------------------------------------
Eric Sanderson at BankruptcyHome.com reports that City West, a 10
year-old, 686-unit apartment complex in Cincinnati, Ohio, filed
for bankruptcy on behalf of its owners, The Community Builders
Inc.  The Company has eight real estate partnerships at the
housing project, and the filing was in regard to two of those
partnerships.

A previous ruling ordered TCB, a Boston, Massachusetts-based non-
profit organization, to give up ownership in favor of Towne
Properties, but that was nullified by the filing, Cincinnati-area
news source the Business Courier reported.  The three outstanding
partnerships were at risk of having their units foreclosed upon,
as the Company owes PNC Bank $5.7 million in loans, according to
BankruptcyHome.  The courts are giving TCB extra time to deal with
its bankruptcy situation, and reorganize its finances.


COMMUNITY CENTRAL: Sees $17-Mil. Loss, Going Concern Doubt
----------------------------------------------------------
Community Central Bank Corporation was not able to file a timely
Annual Report on Form 10-K for the year ended Dec. 31, 2010 by the
prescribed due date without unreasonable effort and expense.  Due
to significant and unprecedented deterioration in economic
conditions during the past couple of years, particularly in its
Michigan market area, specifically weakened conditions in the
housing and commercial real estate markets, including falling real
estate prices, increasing foreclosures and rising unemployment,
the Company has experienced a dramatic increase in its non-
performing assets, significant losses and a decrease in its
capital.  The Company has also been subject to increased
regulatory scrutiny due to its financial condition.  As a result,
the completion of the Company's financial statements has required
more time due to resource constraints and regulatory and capital
issues of the Company, including its wholly-owned subsidiary,
Community Central Bank.  Further, it is unlikely that the Company
will be able to file its 2010 Form 10-K by April 15, 2011, if at
all.

The Company believes substantial doubt exists as to its ability to
continue as a going concern.  The Company has determined that
significant additional sources of capital will be required for it
to continue operations through 2011 and beyond.  The Company has
previously engaged financial advisors to assist in its efforts to
raise additional capital and explore strategic alternatives to
address the Company's current and expected capital deficiencies.
To date, they have been unsuccessful.  As a result of the
Company's financial condition, the Company's regulators are
continually monitoring its capital adequacy.  Based on their
assessment of the Company's ability to continue to operate in a
safe and sound manner, the Company's regulators may take other
actions, including further enforcement actions, capital directives
or even assumption of control of the Bank, to protect the
interests of depositors insured by the FDIC.  If the Bank is
placed into FDIC receivership, it is highly likely that the
Company would be required to cease operations.  If the Company
were to cease operations, the Company does not believe that there
would be any assets available to the holders of capital stock of
the Company.

The Company expects that its results of operations for the year
ended Dec. 31, 2010 will continue to show significant losses, as
the Company experienced in 2009.  The Company report losses for
the first nine months of 2010 of $12.2 million, before dividends
on preferred shares.  The Company estimates losses for the fourth
quarter and year ended Dec. 31, 2010, based on unaudited financial
information, to be approximately $4.8 million and $17.0 million,
before dividends on preferred shares, respectively.

Community Central Bank's ratio of total capital to risk-weighted
assets was 3.67% and its ratio of Tier 1 capital to total assets
was 1.66% as of Dec. 31, 2010, which caused the Bank to be deemed
"critically undercapitalized" as of that date under regulatory
capital guidelines.  The Bank's ratio of Tier 1 capital to risk-
weighted assets was 2.37% as of Dec. 31, 2010.  In order to be
"adequately capitalized" under regulatory capital guidelines, an
institution's ratios of total capital to risk-weighted assets,
Tier 1 capital to risk-weighted assets and Tier 1 capital to
average assets must be at least 8.0%, 4.0% and 4.0%, respectively.

                      About Community Central

Community Central Bank Corporation is the holding company for
Community Central Bank in Mount Clemens, Michigan.  The Bank
opened for business in October 1996 and serves businesses and
consumers across Macomb, Oakland, St. Clair and Wayne counties
with a full range of lending, deposit, trust, wealth management
and Internet banking services.  The Bank operates four full
service facilities in Mount Clemens, Rochester Hills, Grosse
Pointe Farms and Grosse Pointe Woods, Michigan.  Community Central
Mortgage Company, LLC, a subsidiary of the Bank, operates
locations servicing the Detroit metropolitan area and central and
northwest Indiana.  River Place Trust and Community Central Wealth
Management are divisions of Community Central Bank.  Community
Central Insurance Agency, LLC, is a wholly owned subsidiary of
Community Central Bank.  The Corporation's common shares currently
trade on The NASDAQ Capital Market under the symbol "CCBD".

The Company's balance sheet at Sept. 30, 2010, showed
$513.7 million in total assets, $501.6 million in total
liabilities, and stockholders' equity of $12.1 million.

"As of Sept. 30, 2010, due to the Corporation's significant
net loss from operations in the three and nine months ended
Sept. 30, 2010, deterioration in the credit quality of the
loan portfolio, and the decline in the level of its regulatory
capital to support operations, there is substantial doubt about
the Corporation's ability to continue as a going concern," the
Corporation said in its Form 10-Q for the quarter ended Sept. 30,
2010.

The Bank is currently subject to a "consent order" with the
Federal Deposit Insurance Corporation and the Michigan Office of
Financial and Insurance Regulation and is "significantly
undercapitalized" under the FDIC's prompt corrective action (PCA)
rules and accordingly is operating under significant operating
restrictions.  The Consent Order requires Community Central Bank
to take corrective measures in a number of areas to strengthen and
improve the Bank's financial condition and operations.  The
Consent Order is effective as of November 1, 2010.  By entering
into the Consent Order, the Bank is directed and has agreed to
increase board oversight and conduct an independent study of
management, improve regulatory capital ratios, charge-off certain
classified assets, reduce its level of loan delinquencies and
problem assets, limit lending to certain borrowers, revise lending
and collection policies, adopt and implement new profit, strategic
and liquidity plans, and correct loan underwriting and credit
administration deficiencies.  The Consent Order also requires the
Bank to obtain prior regulatory approval before the payment of
cash dividends or the appointment of any senior executive officers
or directors.  The Bank also is not allowed to accept brokered
deposits without a waiver from the FDIC and must comply with
certain deposit rate restrictions.


COMPLIANCE SYSTEMS: Delays Filing of 2010 Annual Report
-------------------------------------------------------
Compliance Systems Corporation recently divested itself of
substantially all of its assets in connection with its
satisfaction of obligations due a secured creditor.  In connection
with such divestiture, the Company's then chief executive officer
ceased to be employed by the Company, leaving the Company with
only one executive officer.  Furthermore, the divestiture has
resulted in a number of transactions requiring detailed analysis
under applicable accounting principles.  Such analysis is ongoing.
Accordingly, the Company is unable to file the subject Form 10-K
on a timely basis without unreasonable effort and expense.

                      About Compliance Systems

Headquartered in Glen Cove, New York, Compliance Systems
Corporation operates its principal businesses through two of its
subsidiaries, Call Compliance, Inc. and Execuserve Corp.

Call Compliance helps telemarketing operators ensure compliance in
the highly regulated, strictly enforced Do-Not-Call and other
telemarketing guidelines environment.  Execuserve provides
organizations, who are hiring employees, with tests and other
evaluation tools and services to assess and compare job
candidates.

The Company's balance sheet at Sept. 30, 2010, showed
$1.46 million in total assets, $5.03 million in total
liabilities, and a stockholders' deficit of $3.56 million.


COMPREHENSIVE CARE: Recurring Losses Cue Going Concern Doubt
------------------------------------------------------------
Comprehensive Care Corporation filed on March 31, 2011, its annual
report on Form 10-K for the fiscal year ended Dec. 31, 2010.

Mayer Hoffman McCann P.C., in Clearwater, Fla., 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 and has not
generated sufficient cash flows from operations to fund its
working capital requirements.

The Company reported a net loss of $10.4 million on $35.2 million
of revenues for 2010, compared with a net loss of $18.9 million on
$14.2 million of revenues for 2009.

At Dec. 31, 2010, the Company's balance sheet showed $14.7 million
in total assets, $21.4 million in total liabilities, and a
stockholders' deficit of $6.7 million.

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

                       http://is.gd/HvwRGh

Tampa, Fla.-based Comprehensive Care Corporation provides managed
care services in the behavioral health, substance abuse, and
psychotropic pharmacy management fields.


CONQUEST PETROLEUM: Delays Filing of 2010 Annual Report
-------------------------------------------------------
Conquest Petroleum Incorporated said that its Annual Report on
Form 10-K for the fiscal year ended Dec. 31, 2010, cannot be filed
within the prescribed time period because it requires additional
time for compilation and review to ensure adequate disclosure is
made of certain information required to be included in the Form
10-K.  The Company's Annual Report on Form 10-K will be filed on
or before the 15th calendar day following the prescribed due date.

                     About Conquest Petroleum

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

The Company's balance sheet at Sept. 30, 2010, showed
$2.48 million in total assets, $27.31 million in total
liabilities, and a stockholders' deficit of $24.82 million.

As reported in the Troubled Company Reporter on Aug. 5, 2010, M&K
CPAS, PLLC, in Houston, expressed substantial doubt about the
Company's ability to continue as a going concern, following the
Company's 2009 results.  The independent auditors noted that the
Company has insufficient working capital and recurring losses from
operations.


COUNTRYVIEW MHC: Submits Chapter 11 Plan of Reorganization
----------------------------------------------------------
Countryview MHC Limited Partnership has submitted to the United
States Bankruptcy Court for the Northern District of Illinois
Eastern Division its Chapter 11 Plan of Reorganization and an
accompanying disclosure statement.

The Plan provides for distributions to the holders of allowed
claims from funds realized from the continued operation of the
Debtor's business as well as from existing cash deposits and cash
resources of the Debtor.  To the extent necessary, the payment to
Bank of America, as successor by merger to LaSalle Bank National
Association, in its capacity as trustee for the registered holders
of LB-UBS Commercial Mortgage Trust 2006-C4, Commercial Mortgage
Pass-Through Certificate, Series 2006-C4, as required by the Plan,
may be paid from the proceeds of the refinancing of the underlying
mortgage indebtedness due to Lender or from the sale of a
manufactured home community owned by the Debtor, consisting of
approximately 275 sites, situated on approximately 59.02 acres,
located at 1199 Hospital Road, Franklin, Indiana.

The Plan has one category of administrative claims, one category
of tax claims, five Classes of creditors and one class of
interests.

Administrative Claims are unimpaired under the Plan and primarily
consist of allowed claims comprised of fees and expenses of the
various professionals employed pursuant to orders entered by the
Court.  The Debtor owes its counsel, Crane Heyman Simon Welch &
Clar, $40,000 in fees and expenses.

Tax Claims will be paid in full, in cash inclusive of interest at
the applicable statutory interest rate on the Effective Date,
unless the holder of a Tax Claim agrees to a different treatment.

The Lender has filed a proof of claim amounting approximately
$11,704,158, plus unpaid interest, costs, expenses and other
charges, as of November 29, 2010, with respect to its mortgage
indebtedness.  The actual allowed amount of the Class 1 Claims may
be determined pursuant to a further Court order if the Debtor has
objections to the allowance of the Class 1 Claims.

Under the Plan, the Allowed Class 1 Claims are treated in this
manner: Adequate Protection Payments received by Lender during the
course of this Chapter 11 case will be applied according to
this priority:

   (1) Payment of interest due to Lender on the principal
       indebtedness due at the non-default interest rate provided
       for in its loan documents;

   (2) Payment of any pre-petition unpaid arrearage due to Lender
       under its loan documents;

   (3) Payment of Lender's professional fees and costs to the
       extent allowable under its loan documents, and approved by
       the Court; and

   (4) Payment of the balance, if any, to reduce the principal
       balance due on the Allowed Class 1 Claims.

In full satisfaction, settlement, release, and discharge of and in
exchange for the Allowed Claims in Class 1, the holder of the
Allowed Class 1 Claims will receive or retain its liens on the
real and personal property owned by the Debtor.

Unsecured Creditors, who hold approximately $86,220, are the
holders of Allowed Class 4 Claims and are impaired under the Plan.
The Allowed Class 4 Claims will accrue interest at an annual rate
of 5.66% and will be paid interest only on a monthly basis for
five years computed on actual days/360 day year.  Monthly
principal and interest payments commence in year six based on a
5.66% annual interest rate and an eight year amortization schedule
with a final balloon payment of approximately $25,331 due the last
day of the 11th year.

Upon the occurrence of a certain "Trigger Event" a new plan will
be implemented allowing for an earlier balloon payment.  All
interest payments are made monthly in arrears payable on the
15th day of each month with the first payment due on the 15th day
of the month after the Effective Date.

The plan implemented due to the Trigger Event will be in effect
until the Allowed Class 4 Claims are paid in full, which will
occur prior to the implemented plan's maturity date upon the
occurrence of the refinancing or sale of Property.  Increases in
scheduled payments in accordance with the newly implemented plan
only apply to scheduled monthly payments after the Trigger Date.

Payment of the unpaid amount of the Allowed Class 4 Claims may
be made in whole or in part, from time to time, without penalty or
charge at the sole and exclusive option of the Debtor.

With regard to Richard J. Klarchek's claim amounting $13,103,921,
no payments will be made on that claim until all other creditors
are paid in full pursuant to the terms of the Plan.

The Debtor's general partner, Countryview MHC Corp., which holds a
1% interest and the Debtor's limited partner, The Klarcheck Family
Trust, which holds a 99% Interest are the holders of the Allowed
Class 6 Interests.  Under the Plan, they will retain their equity
interests in the Debtor after Confirmation of the Plan.

Except as otherwise ordered by the Bankruptcy Court or as
otherwise provided in the Plan, the Debtor will file any and all
objections to the allowance of Claims or Interests on or within
120 days after confirmation of the Plan unless extended by the
Court.  Cause shall not be a requirement for an extension of the
deadline.

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

                      About Countryview MHC

Countryview MHC Limited Partnership is an Illinois limited
partnership that owns a manufactured home community, consisting of
approximately 275 sites, situated in Franklin, Indiana.  It filed
for Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No.
10-52722) on Nov. 29, 2010.  Eugene Crane, Esq., at Crane Heyman
Simon Welch & Clar, serves as the Debtor's bankruptcy counsel.
The Debtor estimated its assets and debts at $10 million to
$50 million.


CREATIVE VISTAS: Kingery & Crouse Raises Going Concern Doubt
------------------------------------------------------------
Creative Vistas, Inc., filed on March 31, 2011, its annual report
on Form 10-K for the fiscal year ended Dec. 31, 2010.

Kingery & Crouse PA, in Tampa, Florida, expressed substantial
doubt about Creative Vistas' ability to continue as a going
concern.  The independent auditors noted that the Company has
suffered recurring losses from operations and has working capital
and stockholder deficiencies.

The Company reported a net loss of $681,807 on $39.87 million of
revenues for 2010, compared with a net loss of $1.60 million on
$39.77 million of revenues for 2009.

At Dec. 31, 2010, the Company's balance sheet showed
$11.27 million in total assets, $25.65 million in total
liabilities, and a stockholders' deficit of $14.38 million.

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

                       http://is.gd/nDUwNM

Headquartered in Whitby, Ontario, Canada, Creative Vistas, Inc.,
provides security-related technologies and systems.  The Company
also provides the deployment of broadband services to the
commercial and residential market.  The Company primarily operates
through its subsidiaries AC Technical Systems Ltd. and Iview
Digital Video Solutions Inc., to provide integrated electronic
security-related technologies and systems.


CRYOPORT INC: Files Form S-1; Registers 40.94MM Common Shares
-------------------------------------------------------------
Cryoport, Inc., filed with the U.S. Securities and Exchange
Commission a Form S-1 registration statement relating to the
offering by the existing holders of the Company's common stock  of
39,276,511 shares of the Company's common stock, par value $0.001
per share, including 22,249,780 shares of the Company's common
stock issuable upon exercise of the warrants held by the selling
security holders.

The prospectus also relates to the issuance of 1,666,667 shares of
common stock upon exercise of certain publicly traded warrants,
that were issued as part of a public offering of units (each unit
consisting of one share of common stock and one warrant to
purchase on share of common stock at an exercise price of $3.30
per share) and the resale of those shares of common stock.  It is
anticipated that the selling security holders will sell these
shares of common stock from time to time in one or more
transactions, in negotiated transactions or otherwise, at
prevailing market prices or at prices otherwise negotiated.  The
Company will not receive any proceeds from the sales of shares of
common stock by the selling security holders.  The Company has
agreed to pay all fees and expenses incurred by it incident to the
registration of the Company's common stock, including SEC filing
fees.  Each selling security holder will be responsible for all
costs and expenses in connection with the sale of their shares of
common stock, including brokerage commissions or dealer discounts.

The Company's common stock and Traded Warrants are currently
traded on the Over-The-Counter Bulletin Board, commonly known as
the OTC Bulletin Board, under the symbols "CYRX" and "CYRXW."  As
of March 30, 2011, the closing sale price of the Company's common
stock and Traded Warrants were $1.46 per share and $0.20 per
Traded Warrant, respectively.

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

                       http://is.gd/bx5Wcz

                        About CryoPort Inc.

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

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

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


CRYSTALLEX INT'L: Lowers Net Loss to $48.2-Mil. in 2010
-------------------------------------------------------
Crystallex International Corporation reported its financial
results for the year ended Dec. 31, 2010.

Crystallex entered into a Mine Operating Contract in September
2002 with the Corporacion Venezolana de Guayana.  The MOC granted
Crystallex exclusive rights to develop and operate the Las
Cristinas gold properties located in Bolivar State, Venezuela.
Since the issuance of the MOC, the Company has worked vigorously
to bring the Las Cristinas Project to a "shovel ready" state.  The
Company completed all of the requirements necessary for the
issuance of the Authorization to Affect Natural Resources from the
Ministry of Environment and Natural Resources while maintaining
compliance with the terms of the MOC.  Notwithstanding the
Company's fulfillment of the requisite conditions, Venezuela's
approval of the Environmental Impact Study and assurances that the
Permit would be issued, in April 2008, MinAmb denied the Company's
request for the Permit.

On Feb. 3, 2011, the MOC was unilaterally terminated by the CVG,
despite the CVG confirming the validity of the MOC in August 2010.

On Feb. 16, 2011, the Company filed a Request for Arbitration
before the Additional Facility of the World Bank's International
Centre for Settlement of Investment Disputes against the
Bolivarian Republic of Venezuela pursuant to the Agreement between
the Government of Canada and the Government of the Republic of
Venezuela for the Promotion and Protection of Investments.  The
claim is for breach of the Treaty's protections against
expropriation, unfair and inequitable treatment and
discrimination.  The Arbitration Request was registered by ICSID
on March 9, 2011.

Crystallex is seeking the restitution by Venezuela of its
investments, including the MOC, and the issuance of the Permit and
compensation for interim losses suffered, or, alternatively full
compensation for the value of its investment in an amount in
excess of US$3.8 billion.

The Company's immediate plans are as follows:

   * Seek settlement alternatives with Venezuela while pursuing
     the arbitration claim;

   * Proceed with an orderly withdrawal from Las Cristinas;

   * Sell the remaining mining equipment;

   * Negotiate with the Noteholders to restructure the terms of
     the $100 million Notes that are due in December 2011; and

   * Pursue alternate financing.

                 Liquidity and Capital Resources

   * Cash and cash equivalents at Dec. 31, 2010 was $16.1 million.

                         Financial Results

   * Losses from continuing operations were $46.1 million ($(0.14)
     per share) and $312.7 million ($(1.06) per share) for the
     years ended Dec. 31, 2010 and 2009, respectively.
   
   * Losses from discontinued operations at El Callao were $2.1
     million ($(0.01) per share) and $1.2 million ($(0.01) per
     share) for the years ended Dec. 31, 2010 and 2009,
     respectively.

   * The resulting losses from continuing and discontinued
     operations were $48.2 million ($(0.15) per share) and $313.9
     million ($(1.07) per share) for the years ended Dec. 31, 2010
     and 2009, respectively.

                   About Crystallex International

Based in Toronto, Canada, Crystallex International Corporation
(TSX: KRY) (NYSE Amex: KRY) -- http://www.crystallex.com/-- is a
Canadian-based company, which has been granted the Mine Operating
Contract to develop and operate the Las Cristinas gold properties
located in Bolivar State, Venezuela.

The Company's balance sheet at Sept. 30, 2010, showed
US$63.62 million in total assets, US$108.10 million in total
liabilities, and a stockholders' deficit of US$44.48 million.

"As at Sept. 30, 2010, the Company had working capital of
US$12.50 million, including cash of $21.47 million.  Management
estimates that these funds will be sufficient to meet the
Company's obligations and budgeted expenditures for the
foreseeable future, but will not be sufficient to repay the
US$100.00 million notes payable due on December 23, 2011."


CUI GLOBAL: Webb & Company Raises Going Concern Doubt
-----------------------------------------------------
CUI Global, Inc., formerly Waytronx, Inc., filed on March 31,
2011, its annual report on Form 10-K for the fiscal year ended
Dec. 31, 2010.

Webb & Company, in Boynton Beach, Florida, expressed substantial
doubt about CUI Global's ability to continue as a going concern.
The independent auditors noted that the Company has a net loss of
$7,015,896, a working capital deficiency of $675,936 and an
accumulated deficit of $73,596,738 at Dec. 31, 2010.

The Company reported a net loss of $7.5 million on $40.9 million
of revenues for 2010, compared with a net loss of $16.0 million on
$28.9 million of revenues for 2009.

At Dec. 31, 2010, the Company's balance sheet showed $35.9 million
in total assets, $23.9 million in total liabilities, and
stockholders' equity of $12.0 million.

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

                       http://is.gd/JEAqNQ

Tualatin, Ore.-based CUI Global, Inc., formerly known as Waytronx,
Inc., is a platform company dedicated to maximizing shareholder
value through the acquisition, development and commercialization
of new, innovative technologies.


CYBEX INT'L: Unfavorable Jury Verdict Prompts Going Concern Doubt
-----------------------------------------------------------------
Cybex International, Inc., filed on March 31, 2011, its annual
report on Form 10-K for the fiscal year ended Dec. 31, 2010.

KPMG LLP, in Pittsburgh, Pa., expressed substantial doubt about
Cybex International's ability to continue as a going concern.  The
independent auditors noted that a December 2010 jury verdict in a
product liability suit apportions a significant amount of
liability to the Company.  "The Company does not have the
resources to satisfy a judgment in this matter that has not been
substantially reduced from the jury verdict, which raises
substantial doubt about the Company's ability to continue as a
going concern."

On Dec. 7, 2010, the jury in the Barnhard v. Cybex International,
Inc. product liability suit returned a $66 million verdict,
apportioned 75% to Cybex, 20% to a non-affiliated co-defendant and
5% to the plaintiff.  Under New York law, Cybex would be
responsible for payment of 95% of any judgment entered on this
verdict and may then seek to collect 20% of such judgment from the
co-defendant.  The Company intends to vigorously pursue all
available options to seek a reversal or reduction of the verdict
and any judgment that is ultimately entered on the verdict.

The Company reported a net loss of $58.2 million on $123.0 million
of sales for 2010, compared with a net loss of $2.4 million on
$120.5 million of sales for 2009.

Results for 2010 included $46.0 million in pre-tax litigation
charges related to the product liability jury award discussed
above, and a $12.7 million incremental tax provision, primarily
due to the valuation allowance recorded against deferred tax
assets as a result of the uncertainty of realization caused by the
litigation charge.

At Dec. 31, 2010, the Company's balance sheet showed $85.4 million
in total assets, $100.4 million in total liabilities, and a
stockholders' deficit of $15.0 million.

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

                       http://is.gd/zGBbeA

Medway, Mass.-based Cybex International, Inc. (NASDAQ: CYBI)
-- http://www.cybexintl.com/--is a manufacturer of exercise
equipment and develops, manufactures and markets strength and
cardiovascular fitness equipment products for the commercial and,
to a lesser extent, consumer markets.


CYTOCORE INC: Delays Filing of 2010 Annual Report
-------------------------------------------------
CytoCore Inc. was unable to timely file its Annual Report on Form
10-K for the year ended Dec. 31, 2010 due to delays experienced in
the collection and compilation of certain information required to
be included in the Annual Report.  The Company intends to file the
Annual Report with the Securities and Exchange Commission within
the fifteen-day extension period provided under Rule 12b-25 of the
Securities Exchange Act of 1934, as amended.

                         About Cytocore Inc.

Headquartered in Chicago, Illinois, CytoCore Inc. (OTC BB: CYOE)
-- http://www.cytocoreinc.com/-- is a biomolecular diagnostics
company engaged in the design, development, and commercialization
of cost-effective screening systems to assist in the early
detection of cancer.  CytoCore(R) is currently focused on the
design, development, and marketing of its CytoCore Solutions(TM)
System and related image analysis platform.  The CytoCore
Solutions(TM) System and associated products are intended to
detect cancer and cancer-related diseases, and may be used in a
laboratory, clinic, or doctor's office.

The Company's balance sheet as of Sept. 30, 2010, showed
$2.6 million in total assets, $5.7 million in total liabilities,
all current and a stockholders' deficit of $3.1 million.

L J Soldinger Associates LLC, in Dear Park, Illinois, expressed
substantial doubt about CytoCore Inc.'s ability to continue as a
going concern, following the Company's 2009 results.  The
independent auditors noted of the Company's recurring losses from
operations and resulting dependence upon access to additional
external financing.


DAIS ANALYTIC: To Restate 2009 Annual Report to Correct Errors
--------------------------------------------------------------
Dais Analytic Corporation concluded that the audited financial
statements included in the Company's Form 10-K as filed with the
Securities and Exchange Commission on March 30, 2010, for the year
ended Dec. 31, 2009 should no longer be relied upon.

The Company's Chief Executive Officer and the Financial Officer
identified a material weakness in the Company's internal controls
over financial reporting relating to the accounting and disclosure
for complex and non-standard common stock warrant transactions.
The Company applied the guidance of Accounting Standards
Codification 815-40 (ASC 815-40) and recorded an additional
expense of $3,731,694 for the year ended Dec. 31, 2009 that was
not previously reported.  The warrants had been issued in December
2007, January 2008 and August 2008, in connection with convertible
promissory notes and were originally accounted for as an equity
instrument.  Upon further review of the warrants, it was
determined that these warrants were not indexed to the Company's
stock and therefore required derivative accounting treatment.

The Chief Executive Officer and the Financial Officer of the
Company discussed with the Company's independent auditor, Cross,
Fernandez & Riley, LLP and determined that due to the materiality
of the transaction, the Company should restate its financial
statements included in Form 10K as filed on March 30, 2010, for
the year ended Dec. 31, 2009 to reflect the proper accounting
treatment.  The Company has included the restated financial
statements for the year ended Dec. 31, 2009 in its Annual Report
on Form 10-K for the fiscal year ended Dec. 31, 2010.  The Company
plans to amend its Annual Report on Form 10-K for the year ended
Dec. 31, 2009 by filing an amendment on Form 10-K/A.

                        About Dais Analytic

Odessa, Fla.-based Dais Analytic Corporation has developed and
patented a nano-structure polymer technology, which is being
commercialized in products based on the functionality of these
materials.  The initial product focus of the Company is ConsERV,
an energy recovery ventilator.  The Company also has new product
applications in various developmental stages.

The Company reported a net loss of $1.43 million on $3.34 million
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $7.12 million on $1.53 million of revenue during the prior
year.

The Company's balance sheet at Dec. 31, 2010 showed $1.97 million
in total assets, $8.69 million in total liabilities and $6.72
million in total stockholders' deficit.

Cross, Fernandez & Riley LLP, in Orlando, Fla., expressed
substantial doubt about the Company's ability to continue as a
going concern, following the Company's 2010 financial results.
The independent auditors noted that the Company has incurred
significant losses since inception and has a working capital
deficit and stockholders' deficit of $2,861,448 and $6,722,092 at
Dec. 31, 2010.


DENNY'S CORPORATION: Board OKs 6-Mil. Shares Repurchase Program
---------------------------------------------------------------
Denny's Corporation announced that its Board of Directors has
approved a new share repurchase program authorizing the Company to
repurchase up to 6 million shares of its common stock.  Under the
program, the Company may purchase common stock from time to time
in the open market or in privately negotiated transactions.

In addition, the Company announced that it has completed its
previous 3 million share stock repurchase program announced
Nov. 9, 2010.

The amount and timing of any purchases will depend upon a number
of factors, including the price and availability of the Company's
shares, trading volume and general market conditions.  As of
March 30, 2011, the Company had 98,817,552 shares of common stock
outstanding.

                     About Denny's Corporation

Based in Spartanburg, South Carolina, Denny's Corporation (NASDAQ:
DENN) -- http://www.dennys.com/-- Denny's is one of America's
largest full-service family restaurant chains, consisting of 1,348
franchised and licensed units and 232 company-owned units, with
operations in the United States, Canada, Costa Rica, Guam, Mexico,
New Zealand and Puerto Rico.

The Company's balance sheet at Dec. 29, 2010, showed
$311.21 million in total assets, $414.92 million in total
liabilities and a $103.71 million shareholders' deficit.

Denny's carries 'B2' corporate family and probability of default
ratings from Moody's Investors Service and a 'B+' corporate credit
rating from Standard & Poor's.


DIAMOND VALLEY: Case Summary & 7 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Diamond Vallley R.V. Park, LLC
        19528 Ventura Blvd. #543
        Tarzana, CA 91356

Bankruptcy Case No.: 11-14207

Chapter 11 Petition Date: April 5, 2011

Court: United States Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Victoria S. Kaufman

Debtor's Counsel: David B. Golubchik, Esq.
                  LEVENE NEALE BENDER RANKIN & BRILL LLP
                  10250 Constellation Blvd Ste 1700
                  Los Angeles, CA 90067
                  Tel: (310) 229-1234
                  E-mail: dbg@lnbrb.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/cacb11-14207.pdf

The petition was signed by Yury Gampel, managing member.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
MountaiN Valley RV Parks, LLC          11-10949   01/24/11


DIGUANG INTERNATIONAL: Recurring Losses Cue Going Concern Doubt
---------------------------------------------------------------
Diguang International Development Co., Ltd., filed on March 31,
2011, its annual report on Form 10-K for the fiscal year ended
Dec. 31, 2010.

BDO China Li Xin Da Hua CPA Co., Ltd., in Shenzhen, China,
expressed substantial doubt about Diguang International's ability
to continue as a going concern.  The independent auditors noted
that the Company has suffered recurring losses from operations and
has a net working capital deficiency.

The Company reported a net loss of $4.2 million on $64.9 million
of revenues for 2010, compared with a net loss of $7.2 million on
$44.1 million of revenues for 2009.

At Dec. 31, 2010, the Company's balance sheet showed $63.6 million
in total assets, $47.6 million in total liabilities, and
stockholders' equity of $16.0 million.

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

                       http://is.gd/6c0o5j

Based in Shenzhen, the PRC, Diguang International Development Co.,
Ltd. (OTC BB: DGNG) - http://www.diguangintl.com/-- specializes
in the design, production and distribution of Light Emitting
Diode, "LED", and Cold Cathode Fluorescent Lamp, "CCFL",
backlights for various Thin Film Transistor Liquid Crystal
Displays, "TFT-LCD", and Super-Twisted Nematic Liquid Crystal
Display, "STN-LCD", Twisted Nematic Liquid Crystal Display, "TN-
LCD", and Mono LCDs as well as the LED lighting, LED displays and
LED TV sets.  A backlight is the typical light source of a liquid
crystal display (LCD), with applications spanning televisions,
computer monitors, cellular phones, digital cameras, DVDs and
other home appliances.


DISCOVERY INSURANCE: AM Upgrades Issuer Credit Rating to 'BB'
-------------------------------------------------------------
A.M. Best Co. has upgraded the financial strength rating to B
(Fair) from B- (Fair) and issuer credit rating to "bb" from "bb-
"of Discovery Insurance Company (DIC) (Kinston, NC).  The outlook
for both ratings is stable.

The rating upgrades reflect DIC's strengthened level of risk-
adjusted capitalization and positive operating income over the
latest five-year period.  Additionally, DIC has upgraded its
policy administration and claim systems, which will allow it to
gain greater efficiency and competitive positioning within the
non-standard automobile marketplace.

Nonetheless, DIC's ratings recognize its historically volatile
operating results, changing business profile, high common stock
leverage measure and fluctuating loss reserve development in
its workers' compensation business.  Furthermore, the ratings
acknowledge DIC's dependence on reinsurance and single-state
focus that exposes the company to judicial, regulatory and
competitive market pressures.


DJSP ENTERPRISES: Delays Filing of 2010 Annual Report
-----------------------------------------------------
As previously disclosed, DJSP Enterprises, Inc., has experienced a
significant decline in its business.  Due to its now limited
financial and personnel resources, management of the Company has
not been able to complete the preparation of all of the financial
and business information necessary to complete the Company's
Annual Report on Form 10-K for the fiscal year ended Dec. 31,
2010, including the Company's financial statements and notes
thereto required to be included in the Annual Report.  As a result
of this delay, the Company is unable to file its Annual Report on
Form 10-K within the prescribed time period without unreasonable
effort or expense.

                      About DJSP Enterprises

Based in Plantation, Florida, DJSP Enterprises, Inc. (Nasdaq:
DJSP, DJSPW, DJSPU) provides a wide range of processing services
in connection with mortgages, mortgage defaults, title searches
and abstracts, REO (bank-owned) properties, loan modifications,
title insurance, loss mitigation, bankruptcy, related litigation
and other services.  Its principal customer is The Law Offices of
David J. Stern, P.A.  It has additional operations in Louisville,
Kentucky and San Juan, Puerto Rico.  Its U.S. operations are
supported by a scalable, low-cost back office operation in Manila,
the Philippines, that provides data entry and document preparation
support for its U.S. operations.

As reported in the Jan. 20, 2011 edition of the TCR, DAL Group,
LLC, a subsidiary of DJSP Enterprises, has obtained waivers on
notes held by these parties for payments due through April 1,
2011:

                                          Amount of Note
                                          --------------
     Law Offices of David J. Stern, P.A.     $47,869,000
     Chardan Capital, LLC,                    $1,000,000
     Chardan Capital Markets, LLC               $250,000
     Kerry S. Propper                         $1,500,000

The waivers were sought by DAL as it develops and implements plans
to restructure its ongoing operations to reflect its significantly
reduced revenues and operations and the other changes.

DAL did not make the interest payments due Jan. 3, 2011 for (i)
unsecured term notes in the aggregate principal amount of
$1,600,000 (ii) and a $500,000 term note issued by Cornix
Management, LLC.  DAL is seeking waivers from the holders of the
unsecured notes and Cornix of principal and interest payments
otherwise due under these notes, and the default interest rates
under these notes, through April 1, 2011.

DAL has entered into a forbearance agreement with BA Note
Acquisition, LLC, pursuant to which BNA has agreed to forbear from
taking action on a $5.5-million line of credit until March 9,
2011.


DOMINION CLUB: Club Members Want to Recover Deposits
----------------------------------------------------
Michael Schwartz at Richmond BizSense reports that members of
Dominion Club are asking the bankruptcy court to help them get
their initiation deposits -- as much as $22,000 per person -- back
from the club's developer and owners.

According to the report, the bankruptcy creditors committee, made
up of seven current and former Dominion Club members, filed a
lawsuit in federal bankruptcy court seeking $11.6 million from
various entities, all tied to HHHunt Corp., one of the area's
largest real estate developers.

The committee claims in the suit that Hunt and the other entities
have always supported the Dominion Club's operations and its
deficits and that initiation refunds due now and more than $10
million due down the road should also be paid by the owners.

The Dominion Club, L.C., filed for Chapter 11 protection (Bankr.
E.D. Va. Case No. 11-30187) in Richmond, Virginia, on Jan. 11,
2011.  Christian K. Vogel, Esq., and Vernon E. Inge, Jr., Esq., at
Leclairryan, in Richmond, serves as counsel to the Debtor.  In its
bankruptcy petition, the Debtor estimated its assets in the
$1 million to $10 million range and liabilities in the $10 million
to $50 million range.


DONALD DEAN: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Donald Dean & Sons, Inc.
        747 Grow Avenue
        Montrose, PA 18801

Bankruptcy Case No.: 11-02496

Chapter 11 Petition Date: April 6, 2011

Court: U.S. Bankruptcy Court
       Middle District of Pennsylvania (Wilkes-Barre)

Judge: Robert N. Opel, II

Debtor's Counsel: John H. Doran, Esq.
                  DORAN & DORAN, P.C.
                  69 Public Square, Suite 700
                  Wilkes-Barre, PA 18701
                  Tel: (570) 823-9111
                  Fax: (570) 829-3222
                  E-mail: jdoran@doran-law.net

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 Jeffrey Dean, president.


DRYSHIPS INC: Ocean Rig to Offer $500MM of Sr. Unsecured Bonds
--------------------------------------------------------------
DryShips Inc. announced that its majority-owned subsidiary Ocean
Rig UDW Inc., intends to offer through a private placement,
subject to market and other conditions, approximately $500 million
of Senior Unsecured Bonds due 2016.  The offering will be made to
Norwegian professional investors and eligible counterparties as
defined in the Norwegian Securities Trading Regulation 10-2 to
10-4, to non-United States persons in offshore transactions in
reliance on Regulation S under the Securities Act of 1933, as
amended and in a concurrent private placement in the United States
only to qualified institutional buyers pursuant to Rule 144A under
the Securities Act.

The proceeds of the offering are expected to be used to finance
Ocean Rig's newbuilding drillships program and general corporate
purposes.

The Bonds have not been registered under the Securities Act or the
securities laws of any other jurisdiction and may not be offered
or sold in the United States or to or for the benefit of U.S.
persons unless so registered except pursuant to an exemption from,
or in a transaction not subject to, the registration requirements
of the Securities Act and applicable securities laws in other
jurisdictions.

                        About DryShips Inc.

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

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

The Company's balance sheet at Sept. 30, 2010, showed
US$5.80 million in total assets, US$1.90 million in total current
liabilities, US$1.10 million in total noncurrent liabilities, and
stockholders' equity of US$2.80 million.

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

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


DS WATERS: Moody's Holds B3 Corp. Family Rating, Outlook Negative
-----------------------------------------------------------------
Moody's Investors Service changed the rating outlook of DS Waters
of America, Inc. (DSWA) to negative from stable reflecting concern
regarding significant debt maturities which must be refinanced
within the next year.  At the same time, Moody's affirmed all of
DSWA's ratings including the B3 corporate family rating (CFR).

These following ratings have been affirmed:

   -- B3 Corporate Family Rating;

   -- B3 Probability of Default Rating;

   -- The Ba3 (LGD1, 9% from LGD2, 11%) on the $20 million senior
      secured revolver due October 2011; and

   -- The Ba3 (LGD1, 9% from LGD2, 11%) on the $163 million senior
      secured term loan due October 2012.

Ratings Rationale

The negative outlook reflects the near term liquidity pressures
arising from DSWA's decision to wait until the second half of
2011 to refinance its capital structure despite significant debt
maturities in early 2012.  With the maturity of DSW Holdings'
$300 million term loan (unrated) and DSW Group's $344 million
PIK note (unrated) approaching in March 2012 and April 2012,
respectively, the delay in refinancing is viewed as aggressive
since DSWA does not currently maintain adequate liquidity reserves
to fund the maturities without accessing debt or equity capital
markets.

DSWA has no borrowings on its $20 million revolver and $80 million
ABL (unrated) which mature in October 2011.  Moody's expects that
cash balances will be adequate to cash collateralize outstanding
letters of credit if the facilities were allowed to mature without
being replaced.

DSWA's operating performance remains under pressure from high
unemployment levels, home foreclosures and personal bankruptcies
in North America, a shift in mix to lower priced water bottles
and increased resin and fuel costs.  Moody's anticipates that
improving macroeconomic conditions in 2011, coupled with recent
pricing actions, will be supportive of earnings stabilization in
the second half of 2011.  Moody's expects steady revenues and
a modest decline in profitability in the first half of 2011.
Failure to stabilize earnings in 2011 would likely increase
DSWA's already elevated refinancing risk.

While ongoing concerns regarding the refinancing risk drives the
negative outlook, the B3 corporate family rating reflects DSWA's
significant financial leverage, including holding company debt,
and solid cash interest coverage.  The rating also acknowledges
the company's positive free cash flow generation and meaningful
cash balances, solid earnings and leading market position in the
fragmented US home-office water delivery market. Debt-to-EBITDA of
approximately 5.5x, net of cash balances, is in line with the B3
rating category.  These factors are supportive of a successful
refinancing of the capital structure.

The ratings could be downgraded if the company fails to refinance
the capital structure by the end of the third quarter of 2011.
Further, the inability to stabilize earnings and/or the reduction
in cash reserves below $100 million, for purposes other than debt
reduction, could have negative rating ramifications.  The outlook
would likely be changed to stable if revenue and earnings
stabilize and the company successfully refinances the capital
structure.

The last rating action on DSWA was the May 5, 2010 action that
confirmed the CFR and PDR at B3.

The principal methodologies used in this rating were Global Soft
Beverage 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.

DS Waters of America, headquartered in Atlanta, Georgia, is a
provider of bottled water and related services delivered directly
to residential and commercial customers in the U.S.  Its core
business is the bottling and direct delivery of drinking water in
3 and 5 gallon bottles to homes and offices and the rental of
water dispensers.  The company also sells water in smaller
bottles, cups, coffee, flavored beverages and powdered sticks, and
sells water filtration devices. Revenues for the twelve months
ended Dec. 31, 2010, were approximately $750 million.


DUNE ENERGY: Alan Gaines to Resign From Board of Directors
----------------------------------------------------------
By letter dated April 1, 2011, Mr. Alan Gaines, Chairman of the
Board of Directors of Dune Energy, Inc., submitted his resignation
from the Board of Directors of Dune Energy, Inc., to be effective
as of April 15, 2011, and informed the Company that he does not
wish to be considered for nomination to the Board of Directors of
the Company at the next annual meeting of stockholders of the
Company.  Mr. Gaines is resigning to pursue other interests and is
not resigning because of any disagreement with the Company on any
matter relating to the Company's operations, policies or
practices.

                         About Dune Energy

Dune Energy, Inc. (NYSE AMEX: DNE) -- http://www.duneenergy.com/
-- is an independent energy company based in Houston, Texas.
Since May 2004, the Company has been engaged in the exploration,
development, acquisition and exploitation of natural gas and crude
oil properties, with interests along the Louisiana/Texas Gulf
Coast.  The Company's properties cover over 90,000 gross acres
across 27 producing oil and natural gas fields.

The Company reported a net loss of $75.53 million on $64.18
million of revenue for the year ended Dec. 31, 2010, compared with
a net loss of $59.13 million on $52.24 million of revenue during
the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $297.38
million in total assets, $371.68 million in total liabilities,
$202.95 million in commitments and contingencies, and a $277.25
million stockholders' deficit.

                          *     *     *

Dune Energy carries a 'CCC-' corporate credit rating, with
negative outlook, from Standard & Poor's, and 'Ca' corporate
family and probability of default ratings, with negative outlook,
from Moody's Investors Service.

S&P said in April 2010 that "the company's heavy debt burden makes
the prospects of a distressed exchange or bankruptcy a distinct
possibility."


DUTCH GOLD: Incurs $3.70 Million Net Loss in 2010
-------------------------------------------------
Dutch Gold Resources, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K, reporting a
net loss of $3.70 million on $0 of revenue for the year ended
Dec. 31, 2010, compared with a net loss of $11.33 million on $0 of
revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $6.30 million
in total assets, $7.56 million in total liabilities, and a
$1.26 million stockholders' deficit.

Hancock Askew & Co., LLP, in Atlanta, Georgia, expressed
substantial doubt about the Company's ability to continue as a
going concern, following the Company's 2010 results.  The
independent auditors noted that the Company has limited liquidity
and has incurred recurring losses from operations.

A full-text copy of the annual report on Form 10-K is available
for free at http://is.gd/624lC8

                         About Dutch Gold

Based in Atlanta, Ga., Dutch Gold Resources, Inc. (OTC: DGRI)
-- http://www.dutchgoldresources.com/-- is a junior gold miner
focused on developing its existing mining properties in North
America and acquiring and developing new mines that can enter into
production in 12 to 24 months.


E-DEBIT GLOBAL: Announces Entry Into the Prepaid Marketplace
------------------------------------------------------------
E-Debit Global Corporation announced its entry into the prepaid
marketplace with the purchase of an equity position within Smart
Pay Solutions Inc. with its joint venture partnership with ebackup
Inc., "Capital Six Limited."

"As a result of our recent announcement related to our strategic
partnership and equity stake in ebackup Inc. E-Debit is now in the
process of rolling out a branded prepaid card product through the
purchase of an equity stake within Smart Pay Solutions Inc. by our
joint venture Capital Six Limited" advises E-Debit Chief Executive
Doug Mac Donald.  "With this roll out we now can proceed with the
first stage of our national marketing and distribution network."

"This is just one more step in our development plan and we are on
track with our total integration within the prepaid, loyalty and
debit card business space.  We have been fairly anonymous in our
growth within the card product and e-wallet segment and there is
much more to come," Mac Donald continued.

                 About E-Debit Global Corporation

E-Debit Global Corporation (WSHE) is a financial holding company
in Canada at the forefront of debit, credit and online computer
banking.  Currently, the Company has established a strong presence
in the privately owned Canadian banking sector including Automated
Banking Machines (ABM), Point of Sale Machines (POS), Online
Computer Banking (OCB) and E-Commerce Transaction security and
payment.  E-Debit maintains and services a national ABM network
across Canada and is a full participating member of the Canadian
INTERAC Banking System.

The Company's balance sheet at Sept. 30, 2010, showed
US$1.79 million in total assets, US$1.96 million in total
liabilities, and a stockholders' deficit of US$165,000.  As of
Sept. 30, 2010, the Company had a working capital deficit of
US$770,000 and an accumulated deficit of US$4.08 million.

Cordovano and Honeck LLP, in Englewood, Colorado, expressed
substantial doubt about E-Debit Global Corporation's ability to
continue as a going concern, following the Company's 2009 results.
The independent auditors noted that the Company has suffered
recurring losses, has a working capital deficit, and has an
accumulated deficit of US$760,509 as of Dec. 31, 2009.


ECOLOGIX RESOURCE: Delays Filing of 2010 Annual Report
------------------------------------------------------
Ecologix Resource Group, Inc., informed the U.S. Securities and
Exchange Commission that it cannot complete filing of its annual
report on Form 10-K for the period ended Dec. 31, 2010, because
the officers responsible for preparing the report were not able to
furnish reports to the Auditor in time for review due to other
Company matters and difficulty in obtaining certain information.

                      About Ecologix Resource

Beverly Hills, Calif.-based Ecologix Resource is a natural
resource company focused on the harvesting and marketing of high
quality timber while pursuing the production of alternative energy
solutions.  The Company manages tropical hardwood forest
concessions in the Republic of Cameroon in Western Africa.

The Company was incorporated under the laws of the State of
Delaware on Nov. 7, 2007.  The Company was formerly known as
Battery Control Corp. and changed its name to Ecologix Resource
Group, Inc. on July 14, 2009.  In 2009, the Company acquired its
first concession in Cameroon and discontinued the business of
Battery Control Corp.

The Company's balance sheet at Sept. 30, 2010, showed
$2.23 million in total assets, $11.34 million in total
liabilities, and a stockholders' deficit of $9.11 million.

Seligson & Giannattasio, LLP, in White Plains, N.Y., expressed
substantial doubt about Ecologix Resource Group, Inc.'s ability to
continue as a going concern, following the Company's 2009 results.
The independent auditors noted that the Company has incurred
significant recurring losses and that the realization of a major
portion of its assets is dependent upon its ability to meet its
future financing needs and the success of its future operations.


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

Ernst & Young LLP, in Boca Raton, Florida, expressed substantial
doubt about eDiets.com's ability to continue as a going concern.
The independent auditors noted that the Company has incurred
recurring operating losses and has a working capital deficiency.

The Company reported a net loss of $43.3 million on $23.4 million
of revenues for 2010, compared with a net loss of $12.1 million on
$18.1 million of revenues for 2009.

At Dec. 31, 2010, the Company's balance sheet showed $3.6 million
in total assets, $5.6 million in total liabilities, and a
stockholders' deficit of $2.0 million.

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

                       http://is.gd/PSKalD

Fort Lauderdale, Fla.-based eDiets.com, Inc. (NASDAQ: DIET) ]
-- http://www.eDiets.com/-- is a leading provider of personalized
nutrition, fitness and weight-loss programs.


EMIVEST AEROSPACE: In Talks With AVIC on Possible Sale
------------------------------------------------------
John McVey at journal-news.net's The Journal reports that AVIC
General Aviation, a subsidiary of China Aviation Industry General
Aircraft, and Emivest Aerospace have been in negotiations for AVIC
to buy the company and its San Antonio assets, where the Company
has its headquarters and a manufacturing plant.  Rick Wachtel,
chairman of the Eastern West Virginia Regional Airport Authority,
said at the authority's meeting that other groups are interested
in buying the local facility.  However, he had no specifics, other
than a "bid sale" could take place soon, according to the report.

                     About Emivest Aerospace

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

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

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


EMIVEST AEROSPACE: Staves Off Liquidation at Last Second
--------------------------------------------------------
Bankruptcy Law360 reports that facing imminent liquidation by its
secured lenders, Emivest Aerospace Corp. on Wednesday convinced a
Delaware bankruptcy judge to delay a ruling on the sale of the
bulk of the company's assets.

At a hearing in the U.S. Bankruptcy Court for the District of
Delaware, Judge Brendan L. Shannon began his ruling denying the
proposed $3.5 million sale to MT LLC, according to Law360.

                      About Emivest Aerospace

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

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

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


ENERGY FUTURE: TCEH Seeks to Amend 2007 Credit Agreement
--------------------------------------------------------
As part of its ongoing liability management program, Texas
Competitive Electric Holdings Company LLC, a subsidiary of Energy
Future Holdings Corp. and Energy Future Competitive Holdings
Company, announced that it intends to seek certain amendments to
its Credit Agreement, dated as of Oct. 10, 2007 and amended as of
Aug. 7, 2009.  In addition, TCEH is seeking extensions of certain
commitments and loans under the Senior Secured Credit Facilities.

In connection with the Amendment, TCEH is requesting lenders under
the Senior Secured Credit Facilities to consent to certain
amendments to the Senior Secured Credit Facilities that would,
among other things, amend certain covenants contained in the
Senior Secured Credit Facilities.  Moreover, in connection with
the Amendment, TCEH is requesting that lenders under the Senior
Secured Credit Facilities acknowledge that (i) the intercompany
loans from TCEH to EFH Corp. comply with the requirement in the
Senior Secured Credit Facilities that these loans be made on an
"arm's-length" basis and (ii) no excess cash flow mandatory
repayments were required to be made by TCEH for fiscal years 2008,
2009 and 2010.

Based on private negotiations and discussions with lenders, TCEH
believes that lenders representing greater than 50% of the loans
and commitments under the Senior Secured Credit Facilities will
approve the Amendment, subject to the completion of definitive
documentation and the satisfaction of other customary closing
conditions.  Pursuant to the Senior Secured Credit Facilities,
lenders holding, in the aggregate, greater than 50% of the loans
and commitments under the Senior Secured Credit Facilities must
consent to the Amendment in order for it to become effective.  The
Amendment will not be conditioned on the closing and effectiveness
of the Extension.  If the Amendment becomes effective, TCEH will
pay a consent fee of 50 basis points to lenders that consent to
the Amendment by 12:00 p.m., Eastern time, on April 7, 2011.

In connection with the Extension, TCEH is offering all of its
lenders under the Senior Secured Credit Facilities the right to
extend:

   (1) the maturity of TCEH's first lien term loans held by
       accepting lenders from Oct. 10, 2014 to Oct. 10, 2017 and
       increase the interest rate with respect to such extended
       term loans from LIBOR plus 3.50% to LIBOR plus 4.50%,

   (2) the maturity of TCEH's first lien deposit letter of credit
       loans held by accepting lenders from Oct. 10, 2014 to
       Oct. 10, 2017, and increase the interest rate with respect
       to such extended deposit letter of credit loans from LIBOR
       plus 3.50% to LIBOR plus 4.50%; and

   (3) the maturity of the commitments under TCEH's revolving
       credit facility held by accepting lenders from Oct. 10,
       2013 to Oct. 10, 2016 and increase the interest rate with
       respect to such extended revolving loans from LIBOR plus
       3.50% to LIBOR plus 4.50% and increase the undrawn fee with
       respect to such commitments from 0.50% to 1.00%.

If the Extension becomes effective, TCEH will pay an up-front
extension fee of 350 basis points on extended term loans and
extended deposit letter of credit loans to lenders that agree to
extend their term loans and deposit letter of credit loans by
12:00 p.m., Eastern time, on April 12, 2011.

The closing and effectiveness of the Extension will be conditioned
upon the satisfaction of certain conditions, including, among
others, the closing of an offering by TCEH of its senior secured
notes producing gross cash proceeds in an amount, together with
cash on hand of TCEH, necessary to fund pro-rata repayments of
certain outstanding loans under the Senior Secured Credit
Facilities and certain fees and expenses incurred in connection
with the Senior Secured Notes Offering, the Amendment and the
Extension.  The extension of the term loans and deposit letter of
credit loans will not be conditioned upon the effectiveness of the
extension of the commitments under the revolving credit facility.

The Amendment, the Extension and the Senior Secured Notes Offering
will be subject to various closing conditions, and there can be no
assurance that these transactions will be consummated.

                       About Energy Future

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

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

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

                           *     *     *

As reported by the Troubled Company Reporter on Aug. 19, 2010,
Fitch Ratings downgraded the Issuer Default Ratings of Energy
Future Holdings Corp. and its subsidiaries Energy Future
Intermediate Holding Company LLC, Texas Competitive Electric
Holdings Company LLC, and Energy Future Competitive Holdings
Company by one notch to 'CCC' from 'B-'.

The downgrades of the IDRs of EFH and its non-ring-fenced
subsidiaries reflect large debt maturities occurring in 2014,
over-leveraged capital structure, cash flow dependence on the
forward natural gas NYMEX curve, which has been consistently
moving down since mid-2008, and the likely outcome of future debt
exchanges and amend-and-extend bank facility negotiations.  In
Fitch's view, potential defaults in 2011-2012 are considered more
likely to result from coercive debt exchanges and unlikely to
result from payment defaults.

The TCR on Aug. 19, 2010, also reported that Moody's Investors
Service changed the probability of default rating for Energy
Future Holdings to Caa2/LD from Ca following the completion of a
debt restructuring which Moody's views as a distressed exchange.
EFH's Caa1 CFR and SGL-4 liquidity rating are affirmed.  The
rating outlook remains negative.

EFH executed a debt restructuring which involved an exchange of
its 10.875% senior unsecured (guaranteed) notes due 2017 and its
11.25% / 12.00% senior unsecured PIK Toggle (guaranteed) notes due
2017 for new 10.00% senior secured notes due 2020 issued at EFIH,
plus approximately $500 million in cash, plus accrued interest.
These events had the effect of allowing EFH to reduce its overall
net debt by approximately $1.0 billion and extend a portion of its
maturities.  The transaction crystallized losses for investors of
approximately 30%.  Taken as a whole, Moody's views the
transaction as a distressed exchange and has classified this
transaction as a limited default by appending an LD designation to
the PDR.

The affirmation of EFH's Caa1 CFR considers the very weak
financial profile, untenable capital structure, questionable long-
term business plan and material operating headwinds for the
company.  Moody's believes EFH has very little financial
flexibility.

In March 2011, Fitch Ratings it does not expect to take any
immediate rating action on EFH's Texas Competitive Electric
Holdings Company LLC or their affiliates based on recent default
allegations from lender Aurelius.  Moody's also said said the
default assertion will not, at this time, affect the ratings or
rating outlooks for EFH or its subsidiaries.


FEIHE INT'L: Deloitte Touche Tohmatsu Raises Going Concern Doubt
----------------------------------------------------------------
Feihe International, Inc., filed on March 31, 2011, its annual
report on Form 10-K for the fiscal year ended Dec. 31, 2010.

Deloitte Touche Tohmatsu CPA, Ltd., in Beijing, the People's
Republic of China, expressed substantial doubt about Feihe
International's ability to continue as a going concern.  The
independent auditors noted of the Company's losses from operations
and deficiency of net current assets.

The Company reported a net loss of $9.9 million on $257.1 million
of sales for 2010, compared with net income of $19.5 million on
$271.1 million of sales for 2009.

At Dec. 31, 2010, the Company's balance sheet showed
$464.3 million in total assets, $236.5 million in total
liabilities, $66.1 million in redeemable common stock, and
stockholders' equity of $161.7 million.

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

                       http://is.gd/29ROAT

Based in Beijing, China, Feihe International, Inc. (NYSE: ADY)
-- http://www.ady.feihe.com/-- was incorporated in the State of
Utah on Dec. 31, 1985, originally under the corporate name of
Gaslight, Inc.  The Company produces and distributes milk powder,
soybean milk powder, and related dairy products in the People's
Republic of China, or the PRC.


FIRST SECURITY: Delays Filing of 2010 Annual Report
---------------------------------------------------
First Security Group Inc. said that it is in the process of
preparing and having audited by its independent registered
accounting firm its consolidated financial statements as at
Dec. 31, 2010 and for the fiscal year then ended.  The Company
said the process of compiling and disseminating the information
required to be included in its Form 10-K Annual Report for the
2010 fiscal year, as well as the completion of the required audit
of the Company's financial information, could not be completed by
March 31, 2011 without incurring undue hardship and expense.  The
Company undertakes the responsibility to file such annual report
no later than fifteen calendar days after its original due date.

                    About First Security Group

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

As reported in the Troubled Company Reporter on Nov. 12, 2010, the
Company said its losses from operations during the last two years
raise possible doubt as to its ability to continue as a going
concern.

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

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

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

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


FKF 3 LLC: U.S. Trustee Forms 5-Member Creditors Committee
----------------------------------------------------------
Tracy Hope Davis, the United States Trustee for Region 2, formed
an Official Committee of Unsecured Creditors of FKF 3 LLC.

The members of the Creditors Committee are:

   1) Kevin Romano
      Chairperson to the Committee of Unsecured Creditors
      217 Stokes Farm Road
      Franklin Lakes, NJ 07417

   2) Elias Josephs
      260 Kearsing Parkway
      Monsey, NY 10952

   3) Kathryn Bareket
      15 Rose Hill Road
      Suffern, NY 10901

   4) Walter Klauser
      34 Marcia Road
      Ringwood, NJ 07456

   5) Ely J. Rosenzveig
      17 Winchester Oval
      New Rochelle, NY 10805

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 FKF 3, LLC

URI Sasson, Kathryn Bareket, and Angela Badami made an involuntary
Chapter 11 bankruptcy protection against FKF 3, LLC on July 19,
2010 (Bankr. S.D. N.Y. Case No. 10-37170).  Judge Cecelia G.
Morris presides over the case.  Henry N Christensen, Jr., Esq., at
Norton & Christensen, represents the petitioners.

Judge Morris ruled that the Company is eligible to be a Debtor
under Chapter 11 of the Bankruptcy Code.


FORUM HEALTH: Solvent Debtors' Chapter 11 Cases Dismissed
---------------------------------------------------------
WestLaw reports that two non-profit corporations' ability to pay
their creditors outside bankruptcy, once their possible liability
on bonds was resolved through a sale of assets of related debtors
with which they allegedly had joint and several liability to the
bondholders, constituted "cause" for allowing the corporations to
voluntarily dismiss their Chapter 11 cases.  The statutory list of
circumstances constituting "cause" for dismissal was not
exhaustive, and debtors, in moving to voluntarily dismiss their
own Chapter 11 cases, did not identify any of the 16 types of
debtor failures specified in this statutory list as representing
"cause" for dismissal.  In re Forum Health, --- B.R. ----, 2011 WL
1134323, slip op. http://is.gd/T7A2ar(Bankr. N.D. Ohio) (Woods,
J.).

                       About Forum Health

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

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

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


FRAMECON INCORPORATED: Case Summary & Creditors List
----------------------------------------------------
Debtor: Framecon Incorporated
        3638 N. Rancho Drive
        Las Vegas, NV 89130

Bankruptcy Case No.: 11-15130

Chapter 11 Petition Date: April 6, 2011

Court: U.S. Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Mike K. Nakagawa

Debtor's Counsel: Matthew L. Johnson, Esq.
                  MATTHEW L. JOHNSON & ASSOCIATES, P.C.
                  8831 W. Sahara Avenue
                  Las Vegas, NV 89117
                  Tel: (702) 471-0065
                  Fax: (702) 471-0075
                  E-mail: candice@mjohnsonlaw.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/nvb11-15130.pdf

The petition was signed by Ryan J. Stewart, president.


FREE AND CLEAR: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Free and Clear Holding Company II LLC
        4262 Blue Diamond Road Building 102, Suite 120
        Las Vegas, NV 89139

Bankruptcy Case No.: 11-15145

Chapter 11 Petition Date: April 6, 2011

Court: U.S. Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Mike K. Nakagawa

Debtor's Counsel: Christina Ann-Marie Diedoardo, Esq.
                  LAW OFFICES OF CHRISTINA DIEDOARDO
                  201 Spear Street, #1100
                  San Francisco, CA 94105
                  Tel: (415) 839-5098
                  E-mail: christina@diedoardolaw.com

Scheduled Assets: $14,029,527

Scheduled Debts: $15,000

The petition was signed by Garth Johnson, managing member.

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Secured Assets Group               Attorney's Fees         $15,000
4262 Blue Diamond Road
Building 102, #211
Las Vegas, NV 89139

ABN AMRO Mortgage Group            1710 Chetman Drive      unknown
1201 E. Lincoln                    A & B Houston,
Madison Heights, MI 48071          TX 77065

Accredited Home Lenders Inc        901 East Austin Avenue  unknown
16550 W. Bernardo Drive Bldg       Round Rock, TX 78664
San Diego, CA 92127

Adwen Street 7137 Land Trust       7137 Adwen Street       unknown
                                   Downey, CA 90241

Ageis Wholesale Corporation        1874 Petaluma Drive     unknown
                                   Chula Vista, CA 91913

Ageis Wholesale Corporation        1320 Kenmore Avenue     unknown
                                   Los Angeles, CA 90027

Alerion Street 80 Land Trust       80 Alerion Street,      unknown
                                   Las Vegas, NV 89138

Alliance Mortgage Company          408 East 120th Street   unknown
                                   Los Angeles, CA 90061

America's Servicing Co.            3445 West Avenue N-3    unknown
                                   Palmdale, CA 93551

America's Wholesale Lender         580-582 North Windsor   unknown
                                   Boulevard Los Angeles,
                                   CA 90004

American Brokers Conduit           2025 Harrier Court      unknown
                                   Thousand Oaks,
                                   CA 91320

American Brokers Conduit           1320 Kenmore Avenue     unknown
                                   Los Angeles, CA 90027

American Home Key                  9222 Marshall Street    unknown
                                   Rosemead, CA 91770

Ashton Drive 3312 Land Trust       3312 Ashton Drive       unknown
                                   Moore, OK 73160

Aurora Loan Services               3841 Daisy Street       unknown
                                   #17 Las Vegas,
                                   NV 89119

Axiom Financial Services           901 East Avenue         unknown
                                   Round Rock, TX 78664

BAC Home Loan Servicng             9056 Blue Flag Street   unknown
                                   Corona, CA 92883

BAC Home Loan Servicng             9222 Marshall Street    unknown
                                   Rosemead, CA 91770

BAC Home Loan Servici              1874 Petaluma Drive     unknown
                                   Chula Vista, CA 91913

BAC Home Loans Servici             1320 Kenmore Avenue     unknown
                                   Los Angeles, CA 90027


GARRISON ROAD: Court Enters Show Cause Order on Case Dismissal
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland issued on
March 22, 2011, an order directing any interested party to show
cause, within 14 days of the date of entry of the Order, in a
writing filed with the Clerk of the Court, why Garrison Road,
LLC's Chapter 11 case should not be dismissed pursuant to Section
1112(b) of the Bankruptcy Code.

Judge Thomas J. Catliota pointed out that the case was filed on
June 25, 2010, as an involuntary petition by petitioning creditor,
KH Funding Co.  On March 22, 2011, the Court held a status
conference, and based on the conversation had at that hearing, it
is highly unlikely the Debtor will be able to reorganize, Judge
Catliota said.

                  About Garrison Road, LLC

KH Funding Co. filed for an Involuntary Chapter 11 protection for
Potomac, Maryland-based Garrison Road, LLC, on June 25, 2010
(Bankr. D. Md. Case No. 10-24344).  Lawrence Coppel, Esq.,
represents KH Funding.


GATEWAY HOTEL: Has Access to Cash Collateral Until May
------------------------------------------------------
Gateway Hotel LLC sought and obtained interim authorization from
the U.S. Bankruptcy Court for the District of Arizona to use cash
collateral until May 2011.

2010-1 SFG Venture LLC is expected to assert the only secured
claim in the Debtor's Chapter 11 case pursuant to a purported
assignment of all right, title and interest in and to certain loan
and security documents relating to a loan made on June 6, 2008, to
the Debtor by Specialty Finance Group, LLC.  2010-1 SFG is
expected to assert a lien interest in and to the improved real
property and fixtures thereon comprising the Debtor's hotel -- the
Hilton Garden Inn Phoenix Airport North -- and a security interest
in and to all income and revenues generated by the hotel.  As of
Jan. 17, 2011, the outstanding principal balance of the Loan was
approximately $24,956,000.

Kyle S. Hirsch, Esq., at Bryan Cave LLP, explained that the Debtor
needs the money to fund its Chapter 11 case, pay suppliers and
other parties.  The Debtor will use the collateral pursuant to a
weekly budget, a copy of which is available for free at:

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

The Debtor said that the Lender is adequately protected because
the value of the property isn't expected to decline during the
Budget period.

The Debtor requested approval to deposit all operations revenues
received postpetition in and approved account, which revenues will
be segregated from the prepetition revenues.  The Debtor may then
withdraw funds from the approved account as necessary to pay the
expenses as provided in the Budget.

The Court has set a final hearing for April 18, 2011, at
10:00 a.m. on the Debtor's request for authorization to use cash
collateral.

                        About Gateway Hotel

Phoenix, Arizona-based Gateway Hotel LLC -- aka Hilton Garden Inn
and Hilton Garden Inn Phoenix Airport North -- is primarily
engaged in the hotel and restaurant business.  It filed for
Chapter 11 bankruptcy protection on March 29, 2011 (Bankr. D.
Ariz. Case No. 11-08302).  Kyle S. Hirsch, Esq., at Bryan Cave
LLP, serves as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $10 million to $50 million.

Affiliate Windsor Commercial Construction, LLC, filed a separate
Chapter 11 petition on Oct. 13, 2009 (Bankr. D. Ariz. Case No. 09-
25724).


GATEWAY HOTEL: Has OK to Hire Bryan Cave as Gen. Bankr. Counsel
---------------------------------------------------------------
Gateway Hotel LLC sought and obtained authorization from the Hon.
James M. Marlar of the U.S. Bankruptcy Court for the District of
Arizona to employ Bryan Cave LLP as general bankruptcy and
restructuring counsel.

Bryan Cave can be reached at:

         Kyle S. Hirsch, Esq.
         BRYAN CAVE
         2 N. Central Avenue, Suite 2200
         Phoenix, AZ 85004-4406
         Tel: (602) 364-7170
         Fax: (602) 364-7070
         E-mail: kyle.hirsch@bryancave.com

Bryan Cave will be paid based on the hourly rates of its
professionals:

        Partners & Counsel             $420-$625
        Associates                     $230-$425
        Legal Assistants               $215-$250

Robert J. Miller, a partner at Bryan Cave, assured the Court that
the firm is a "disinterested person" within the meaning of Section
101(14) of the Bankruptcy Code.

                        About Gateway Hotel

Phoenix, Arizona-based Gateway Hotel LLC -- aka Hilton Garden Inn
and Hilton Garden Inn Phoenix Airport North -- is primarily
engaged in the hotel and restaurant business.  It filed for
Chapter 11 bankruptcy protection on March 29, 2011 (Bankr. D.
Ariz. Case No. 11-08302).  The Debtor estimated its assets and
debts at $10 million to $50 million.

Affiliate Windsor Commercial Construction, LLC, filed a separate
Chapter 11 petition on Oct. 13, 2009 (Bankr. D. Ariz. Case No. 09-
25724).


GATEWAY HOTEL: Section 341(a) Meeting Scheduled for May 3
---------------------------------------------------------
The U.S. Trustee for Region 14 will convene a meeting of Gateway
Hotel LLC's creditors on May 3, 2011, at 9:00 a.m.  The meeting
will be held at the US Trustee Meeting Room, 230 N. First Avenue,
Suite 102, Phoenix, Arizona.

This is the first meeting of creditors required under Section
341(a) of the U.S. Bankruptcy Code in all bankruptcy cases.
All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

                        About Gateway Hotel

Phoenix, Arizona-based Gateway Hotel LLC -- aka Hilton Garden Inn
and Hilton Garden Inn Phoenix Airport North -- is primarily
engaged in the hotel and restaurant business.  It filed for
Chapter 11 bankruptcy protection on March 29, 2011 (Bankr. D.
Ariz. Case No. 11-08302).  Kyle S. Hirsch, Esq., at Bryan Cave
LLP, serves as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $10 million to $50 million.

Affiliate Windsor Commercial Construction, LLC, filed a separate
Chapter 11 petition on Oct. 13, 2009 (Bankr. D. Ariz. Case No. 09-
25724).


GRAMERCY PARK: Judge James Peck Assigned to Chapter 11 Case
-----------------------------------------------------------
Judge James M. Peck has been added to Gramercy Park Land, LLC's
Chapter 11 bankruptcy case in the U.S. Bankruptcy Court for the
Southern District of New York.

New York-based Gramercy Park Land, LLC, filed for Chapter 11
bankruptcy protection on March 29, 2011 (Bankr. S.D.N.Y. Case No.
11-11385).  Avrum J. Rosen, Esq., at The Law Offices of Avrum J.
Rosen, PLLC, serves as the Debtor's bankruptcy counsel.  The
Debtor estimated its assets and debts at $10 million to
$50 million.

Affiliates LT 266 Third Avenue, LLC (Bankr. S.D.N.Y. Case No. 11-
11386) and NK 266 Third Avenue, LLC (Bankr. S.D.N.Y. Case No. 11-
11387) simultaneously filed separate Chapter 11 petitions on
March 29, 2011.


GRAMERCY PARK: Section 341(a) Meeting Scheduled for May 3
---------------------------------------------------------
The U.S. Trustee for Region 2 will convene a meeting of Gramercy
Park Land, LLC's creditors on May 3, 2011, at 2:30 p.m.  The
meeting will be held at Office of the United States Trustee, 80
Broad Street, Fourth Floor, New York.

This is the first meeting of creditors required under Section
341(a) of the U.S. Bankruptcy Code in all bankruptcy cases.
All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

New York-based Gramercy Park Land, LLC, filed for Chapter 11
bankruptcy protection (Bankr. S.D.N.Y. Case No. 11-11385) on
March 29, 2011.  Avrum J. Rosen, Esq., at The Law Offices of Avrum
J. Rosen, PLLC, serves as the Debtor's bankruptcy counsel.  The
Debtor estimated its assets and debts at $10 million to
$50 million.

Affiliates LT 266 Third Avenue, LLC (Bankr. S.D.N.Y. Case No. 11-
11386) and NK 266 Third Avenue, LLC (Bankr. S.D.N.Y. Case No. 11-
11387) simultaneously filed separate Chapter 11 petitions on
March 29, 2011.


GREAT ATLANTIC: Sues Stop & Shop for Non-Compete Violation
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Great Atlantic & Pacific Tea Co. sued competitor Stop
& Shop Supermarket Co. LLC for hiring away a top executive in
violation of a non-competition agreement.  The suit, filed in the
U.S. District Court in Brooklyn, alleges that Stop & Shop, a
subsidiary of Netherlands-based supermarket operator Koninklijke
Ahold NV, hired Frank Vitale, who worked at A&P for 40 years,
rising to vice president of operations.  When Mr. Vitale resigned
Feb. 14 to work for Stop & Shop, he was subject to an 18-month
non-competition agreement under his employment contract with A&P,
the complaint said.  A&P wants the court to enjoin Mr. Vitale from
working for Stop & Shop.  The Debtor wants $1 million in
compensatory damages and $1 million in punitive damages from Stop
& Shop.

                 About Great Atlantic & Pacific

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

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

The Great Atlantic & Pacific Tea Company, Inc., and its affiliates
filed petitions under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. S.D.N.Y. Case No. 10-24549) on Dec. 12, 2010 in White
Plains, New York.  In its petition, Atlantic & Pacific reported
total assets of $2.5 billion and liabilities of $3.2 billion as of
Sept. 11, 2010.

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


GREEN ENERGY: MaloneBailey LLP Raises Going Concern Doubt
---------------------------------------------------------
Green Energy Management Services Holdings, Inc., filed on
March 31, 2011, its annual report on Form 10-K for the fiscal year
ended Dec. 31, 2010.

MaloneBailey, LLP, in Houston, expressed substantial doubt about
Green Energy Management's ability to continue as a going concern.
The independent auditors noted that the Company has suffered
recurring losses from operations.

The Company reported a net loss of $1.9 million on $291,311 of
contract revenue for 2010, compared with a net loss of $89,185 on
$1.7 million of contract revenue for 2009.

At Dec. 31, 2010, the Company's balance sheet showed $2.1 million
in total assets, $661,453 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/OonnKH

Teaneck, N.J.-based Green Green Energy Management Services
Holdings, Inc., is full service energy management company.  The
Company also provides residential and commercial electrical
contractor services.  During the second half of 2010, the Company
underwent a significant shift in its b usiness strategy away from
the former Southside ("Southside Electric Corporation, Inc.")
contracting business to the new strategy of Energy Efficiency and
energy management.  As a result, all of the Company's resources
have been devoted to procuring new contracts pursuant to this new
strategy.


GREENHOUSE HOLDINGS: PKF Raises Going Concern Doubt
---------------------------------------------------
GreenHouse Holdings, Inc.,filed on March 31, 2011, its annual
report on Form 10-K for the fiscal year ended Dec. 31, 2010.

PKF, in San Diego, Calif., expressed substantial doubt about
GreenHouse Holdings' ability to continue as a going concern.  The
independent auditors noted that the Company had an accumulated
deficit of $6,753,036, a net loss and net cash used in operations
of $4,644,966 and $3,509,800, respectively, for the year ended
Dec. 31, 2010.

The Company reported a net loss of $4.6 million on $6.7 million of
revenues for 2010, compared with a net loss of $1.7 million on
$4.5 million of revenues for 2009.

At Dec. 31, 2010, the Company's balance sheet showed $7.6 million
in total assets, $5.3 million in total liabilities, and
stockholders' equity of $2.3 milllion.

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

                       http://is.gd/UONedM

San Diego, Calif.-based GreenHouse Holdings, Inc. (OTC BB: GRHU)
-- http://www.greenhouseintl.com/-- is a leading provider of
energy efficiency and sustainable facilities solutions.  The
company designs, engineers and installs disparate products and
technologies that enable its clients to reduce their energy costs
and carbon footprint.  Target markets for GreenHouse's energy
efficiency solutions include residential, commercial and
industrial, as well as government and military markets.  In
addition, the Company develops, designs and constructs rapidly
deployable, sustainable facilities primarily for use in disaster
relief and security in austere regions.


GREENSHIFT CORP: Incurs $12.14 Million Net Loss in 2010
-------------------------------------------------------
Greenshift Corporation filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K, reporting a net loss of
$12.14 million on $7.73 million of revenue for the twelve months
ended Dec. 31, 2010, compared with a net loss of $19.73 million on
$3.87 million of revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $14.45 million
in total assets, $69.59 million in total liabilities and $55.14
million in total stockholders' deficit.

Rosenberg Rich Baker Berman & Company, in Somerset, New Jersey,
expressed substantial doubt about the Company's ability to
continue as a going concern, following the Company's 2010
financial results.  The independent auditors noted that the
Company has suffered recurring losses from operations and its
total liabilities exceed its total assets.

The Company's Annual Report on Form 10-K was not filed within the
required time because there was a delay in completing the
adjustments necessary to close the books for the year.

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

                        http://is.gd/bChybX

                    About Greenshift Corporation

Headquartered in New York, GreenShift Corporation develops and
commercializes clean technologies designed to integrate into and
leverage established production and distribution infrastructure to
address the financial and environmental needs of its clients by
decreasing raw material needs, facilitating co-product reuse, and
reducing waste and emissions.


GREYSTONE LOGISTICS: 2005 Loan Pact With F&M Bank Amended
---------------------------------------------------------
Greystone Manufacturing, L.L.C., a wholly-owned subsidiary of
Greystone Logistics, Inc.; GLOG Investment, L.L.C., an entity
owned by Warren F. Kruger, president, chief executive officer and
a director of the Greystone Logistics; and Robert B. Rosene, Jr.,
a director of the Company; and The F&M Bank & Trust Company
entered into an amendment to that certain Loan Agreement, dated
March 4, 2005, by and among those parties.  The 2011 Amendment (a)
has an effective date of March 15, 2011, (b) causes all of
Greystone Manufacturing's accrued debt under the Loan Agreement to
be transferred into a single term loan facility, with such
facility being in the aggregate principal amount of $6,097,776 and
having a maturity date of March 13, 2014, and (c) adds to the Loan
Agreement certain financial covenants, reporting requirements and
other provisions that are customary in those types of agreements.

                    About Greystone Logistics

Tulsa, Okla.-based Greystone Logistics, Inc. (OTC BB: GLGI.OB -
News) -- http://www.greystonelogistics.com/-- manufactures and
sells plastic pallets through its wholly owned subsidiary,
Greystone Manufacturing, LLC.  Greystone sells its pallets through
direct sales and a network of independent contractor distributors.
Greystone also sells its pallets and pallet leasing services to
certain large customers direct through its President, Senior Vice
President of Sales and Marketing and other employees.

The Company's balance sheet at Nov. 30, 2010, showed
$10.29 million in total assets, $18.94 million in total
liabilities, and $8.64 million in total deficit.

As reported in the Troubled Company Reporter on Sept. 17, 2010,
HoganTaylor LLP, in Tulsa, Okla., expressed substantial
doubt about the Company's ability to continue as a going concern,
following the Company's results for the fiscal year ended May 31,
2010.  The independent auditors noted that at May 31, 2010, the
Company has a stockholders' deficit of $7.7 million and a working
capital deficit of $12.6 million.


GREYSTONE LOGISTICS: To Move Existing Debt to Long-Term Facility
----------------------------------------------------------------
Greystone Logistics has reached an agreement to move existing debt
with its principal lender to a long-term facility.

Bill Rahhal, company CFO stated "We have a great working
relationship with our bankers yet until yesterday's long-term
financing, our debt was rolled over on an annual basis thus
skewing our ratios and showing most of our debt as current.  The
company balance sheet will now be more reflective of the progress
the company has made in building our business."  Rahhal continued,
"This year's capital expenditures on equipment and pallet molds
and upgrades coupled with larger than usual cash outlays on
infrastructure and improving operations were a result of following
our vision of building long-term value for our shareholders.
Greystone already produces the finest recycled plastic pallets in
the United States and in an extraordinarily short window of time
has become a significant supplier of reprocessed post-consumer
plastic for resale."

                     About Greystone Logistics

Tulsa, Okla.-based Greystone Logistics, Inc. (OTC BB: GLGI.OB -
News) -- http://www.greystonelogistics.com/-- manufactures and
sells plastic pallets through its wholly owned subsidiary,
Greystone Manufacturing, LLC.  Greystone sells its pallets through
direct sales and a network of independent contractor distributors.
Greystone also sells its pallets and pallet leasing services to
certain large customers direct through its President, Senior Vice
President of Sales and Marketing and other employees.

The Company's balance sheet at Nov. 30, 2010, showed
$10.29 million in total assets, $18.94 million in total
liabilities, and $8.64 million in total deficit.

As reported in the Troubled Company Reporter on Sept. 17, 2010,
HoganTaylor LLP, in Tulsa, Okla., expressed substantial
doubt about the Company's ability to continue as a going concern,
following the Company's results for the fiscal year ended May 31,
2010.  The independent auditors noted that at May 31, 2010, the
Company has a stockholders' deficit of $7.7 million and a working
capital deficit of $12.6 million.


GRUBB & ELLIS: Balance Sheet Upside-Down by $59-Mil. at Dec. 31
---------------------------------------------------------------
Grubb & Ellis Companyt filed on March 31, 2011, its annual report
on Form 10-K for the fiscal year ended Dec. 31, 2010.

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

The net loss attributable to Grubb & Ellis Company for the year
ended Dec. 31, 2010 was $66.8 million.

The net loss attributable to the Company for 2010 included non-
cash charges of $12.7 million for depreciation and amortization, a
$9.4 million charge for bad debt, $9.1 million of share-based
compensation, $7.1 million for amortization of signing bonuses,
$2.8 million for intangible asset impairment and $859,000 for real
estate related impairments.  In addition, the year end results
included approximately $5.9 million of severance and other
charges.  After payment of preferred stock dividends of
$11.6 million, the net loss attributable to Grubb & Ellis Company
common shareowners for the year ended Dec. 31, 2010, was
$78.4 million.

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

As reported in the TCR on April 1, 2011, the Company received an
$18 million financing commitment from Colony Capital, LLC, a
private, international investment firm focusing primarily
on debt and equity investments in real estate-related assets and
operating companies, headquartered in Los Angeles.

"In the event that we are not successful in meeting such
conditions and are unable to obtain the full $18.0 million of
funding under the Senior Secured Credit Facility, or an
alternative funding facility, it could create substantial doubt
about our ability to continue as a going concern for the twelve
month period ending Dec. 31, 2011," the Company said in the
filing.

As reported in the TCR on March 22, 2011, the Company had engaged
JMP Securities to explore strategic alternatives, including the
potential sale or merger of the Company.

Management believes that with the completion of the $18.0 million
senior secured term loan facility, they will have sufficient
liquidity to operate in the normal course through at least Dec.
31, 2011.

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

                       http://is.gd/UrJ2pz

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

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


GUANGZHOU GLOBAL: Delays Filing of 2010 Annual Report
-----------------------------------------------------
Guangzhou Global Telecom, 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 ended Dec. 31, 2010.  The
Company said it did not obtain all information prior to filing
date and attorney and accountant could not complete the required
legal information and financial statements and management could
not complete Management's Discussion and Analysis of such
financial statements by March 31, 2011.

                      About Guangzhou Global

Tallahassee, Fl.-based Guangzhou Global Telecom, Inc., was
incorporated as Avalon Development Enterprises, Inc., on March 29,
1999, under the laws of the State of Florida.  The Company,
through its subsidiaries, is now principally engaged in the
distribution and trading of rechargeable phone cards, cellular
phones and accessories within cities in the People's Republic of
China.

The Company's balance sheet at Sept. 30, 2010, showed
$2.43 million in total assets, $5.31 million in total liabilities,
and a stockholders' deficit of $2.88 million.


H&S JOURNAL: Case Summary & 6 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: H&S Journal Square Associates LLC
        912-20 Bergen Avenue
        Jersey City, NJ 07306

Bankruptcy Case No.: 11-11623

Chapter 11 Petition Date: April 6, 2011

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

Debtor's Counsel: J. Ted Donovan, Esq.
                  GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP
                  1501 Broadway, 22nd Floor
                  New York, NY 10036
                  Tel: (212) 301-6943
                  Fax: (212) 422-6836
                  E-mail: TDonovan@Finkgold.com

Scheduled Assets: $20,799,032

Scheduled Debts: $18,944,510

The petition was signed by Scott and Haskel Dweck, co-members.

Affiliate that previously sought Chapter 11 protection:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Burnside Avenue Lot Stores, Inc,      08-12988            07/31/08
et al

Debtor's List of Six Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Greg Messer, Trustee               --                   $2,700,000
c/o Lamonica, Herbst & Maniscalco
3305 Jerusalem Avenue
Wantagh, NY 11793

Bally Total Fitness of Greater     --                     $750,000
New York
1177 Avenue of the Americas
New York, NY 10036

Robert K. Futterman & Associates   Breach of              $270,000
LLC                                Contract
521 Fifth Avenue, 7th Floor
New York, NY 10175

Gluck & Associates                 Trade Debt              $60,000

Welco Realty                       Trade Debt              $25,000

Margulles, Katzen and Bass, LLP    --                       $4,265


HALO COMPANIES: Montgomery Coscia Raises Going Concern Doubt
------------------------------------------------------------
Halo Companies, Inc., filed on March 31, 2011, its annual report
on Form 10-K for the fiscal year ended Dec. 31, 2010.

Montgomery Coscia Greilich LLP, in Plano, Texas, expressed
substantial doubt about Halo Companies' ability to continue as a
going concern.  The independent auditors noted that the Company
has incurred losses since its inception and has not yet
established profitable operations.

The Company reported a net loss of $3.6 million on $6.9 million of
revenue for 2010, compared with a net loss of $1.9 million on
$9.1 million of revenue for 2009.

At Dec. 31, 2010, the Company's balance sheet showed $2.8 million
in total assets, $3.3 million in total liabilities, and a
stockholders' deficit of $439,076.

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

                       http://is.gd/CYg278

Allen, Texas-based Halo Companies, Inc., is a nationwide real
estate investment, asset management and financial services company
that provides technology and asset management solutions to asset
owners as well as real estate and financial services to
financially distressed consumers which can be applied individually
or utilized as a comprehensive workout strategy.


HARRY & DAVID: Has Interim OK for $100-Mil. DIP Loan
----------------------------------------------------
Harry & David Holdings Inc., et al., sought and obtained interim
authorization from the Hon. Mary F. Walrath of the U.S. Bankruptcy
Court for the District of Delaware to obtain up to $100 million in
first priority senior secured revolving credit facility from a
syndicate of lenders led by UBS AG as administrative agent and
Ally Commercial Finance LLC as collateral agent have committed to
provide up to $100 million in first priority senior secured
revolving credit facility.

Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger, P.A.,
explained that the Debtors need the money to fund their Chapter 11
case, pay suppliers and other parties.  A copy of the financing
agreement is available for free at:

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

The DIP facility will mature 12 months from the Petition Date.
The DIP facility will incur interest at LIBOR plus 3.75%, payable
as required in the Existing Credit Agreement; Base Rate plus
2.75%, payable monthly.  In the event of default, the Debtors will
pay an additional 2.00% default interest per annum.

The borrower will be required to make mandatory payments of all
outstanding loans during the month of December as required by the
Existing Credit Agreement -- credit agreement dated March 20,
2006.  The credit parties will be required to maintain minimum
available cash as required by the Existing Credit Agreement.

The Debtors are required to pay: (A) an unused line fee -- 1.00%
per annum based upon the average daily unused amount of the DIP
Facility Commitments, calculated and payable per the terms of the
Existing Credit Agreement.; (B) (i) letters of credit fees equal
to 0.25% per annum on the undrawn amount of all outstanding
letters of credit and (ii) letter of credit participation fees
equal to 3.75% per annum on the issued and outstanding letters of
credit.  In addition, the borrowers will also pay upon demand to
the UBS AG customary issuance, amendment and other fees; and
(c) other fees payable pursuant to the terms of a separate fee
letter with the Administrative Agent and the Collateral Agent.

The DIP Credit Facility will be secured by first priority liens on
all assets of the credit parties.

As reported by the Troubled Company Reporter on March 30, 2011,
Dow Jones' DBR Small Cap reports that Judge Walrath gave Harry &
David the go-ahead to use $30 million of a $55 million second-lien
facility from a group of senior noteholders and Wasserstein &
Company LP, one of Harry & David's two private equity owners.

                     Cash Collateral Use

The Debtors also obtained interim authorization to use cash
collateral until June 25, 2011.  The Prepetition Revolving
Lenders, the Revolving DIP Lenders and the DIP Note Purchasers
have consented to the Debtors' use of cash collateral.

The Debtors are party to that certain credit agreement dated as of
March 20, 2006, with UBS AG, as issuing bank, administrative
collateral agent and administrative agent; GMAC Commercial Finance
LLC, as collateral and documentation agent; UBS Securities LLC as
arranger; and UBS Loan Finance LLC as swingline lender lender,
that provided the Debtors with a $105 million revolving credit
facility.  As of the Petition Date, the Debtors had no outstanding
borrowings under the Prepetition Revolving Credit Facility.  The
Debtors have issued approximately $1 million of letters of credit
under the Prepetition Revolving Credit Facility, and the Letters
of Credit were still outstanding as of the Petition Date, but
fully collateralized.

The Debtors had approximately $58 million of Senior Floating Rate
Notes due March 1, 2012, and $140 million of Senior Fixed Rate
Notes due March 1, 2013, outstanding as of the Petition Date.  A
single indenture, dated February 25, 2005, governs both series of
Prepetition Notes and Wells Fargo Bank, N.A. is the indenture
trustee.  In fiscal 2008 and fiscal 2009, the Debtors repurchased
approximately $34.8 million of then outstanding Senior Fixed Rate
Notes and $11.8 million of the then outstanding Senior Floating
Rate Notes.  The Debtors officially cancelled $22.2 million of the
repurchased Senior Fixed Rate Notes and $2 million of the
repurchased Senior Floating Rate Notes, and the Debtors hold the
remaining repurchased notes.

In exchange for the use of cash collateral, the Debtors will
(a) grant to the lenders under the Existing Credit Agreement
replacement liens on all of the DIP collateral, subordinate only
to the liens in favor of the DIP credit facility and the Term B
Facility, the Carve-Out and permitted liens, (b) provide for a
superpriority administrative claim, subject only to the claims of
the DIP Credit Facility, the Carve-Out, and the claims of the Term
B Facility, (c) timely pay the reasonable fees and out-of-pocket
expenses of the professionals retained by the lenders under the
Existing Credit Agreement, and (d) timely pay in cash interest
due, if any, under the Existing Credit Agreement at the rate in
effect on the day before the Petition Date.

Final Hearing

The Court has set a final hearing for April 27, 2011, at 9:30 a.m.
on the Debtors' request to obtain DIP financing and use cash
collateral.

                        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.


HARRY & DAVID: Seeks OK of Backstop Stock Purchase Deal
-------------------------------------------------------
BankruptcyData.com reports that Harry & David Holdings filed with
the U.S. Bankruptcy Court a motion seeking approval of a backstop
stock purchase agreement with certain holders of public notes and
fee and indemnification provisions related thereto.

Under the agreement, the backstop providers have committed to
purchase, at the same purchase price, stock in the reorganized
Debtors to the extent that the proposed rights offering does not
raise the full $55 million to repay amounts owing under the DIP
Term Loan.  The agreement contains a break-up fee, commitment fee
shares, and the reimbursement of any unpaid and outstanding fees
and expenses to the providers.

Additionally, the Debtors retain a "Fiduciary Out," such that they
can terminate the backstop agreement at any time and only be
liable for payment of the backstop fees and indemnities. The Court
scheduled a hearing on the matter for April 27, 2011.

                         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.


HCA HOLDINGS: 2011 Senior Officer PEP Adopted
---------------------------------------------
A subcommittee of the Compensation Committee of the Board of
Directors of HCA Holdings, Inc., adopted the 2011 Senior Officer
Performance Excellence Program.  Under the Senior Officer PEP, the
executive officers of the Company will be eligible to earn
performance awards based upon the achievement of certain specified
performance targets.  The specified performance criteria for the
Company's named executive officers and other participants is
EBITDA, and with respect to the Southwest, National and Central
Group Presidents 50% of their respective award opportunities are
based on EBITDA for their respective Group.  Target awards for
2011 for the named executive officers are as follows:

     * 130%-150% of base salary for Richard M. Bracken, the
       Company's Chairman and CEO;

     * 80%-100% of base salary for R. Milton Johnson, the
       Company's President and CFO;

     * 66%-90% of base salary for Samuel N. Hazen, the Company's
       President of Operations;

     * 66%-80% of base salary for Beverly B. Wallace, the
       Company's President - NewCo Business Solutions; and

     * 66%-80% of base salary for W. Paul Rutledge, a Group
       President.

Participants will receive 100% of the target award for target
performance, 25% of the target award for a minimum acceptable
(threshold) level of performance, and a maximum of 200% of the
target award for maximum performance.  The threshold, target and
maximum percentages, within the ranges previously approved by the
Committee, will be finally determined by the Committee.

No payments will be made for performance below specified threshold
amounts.  Payouts between threshold and maximum will be calculated
by the Committee in its sole discretion using straight-line
interpolation.  The Committee may make adjustments to the terms
and conditions of, and the criteria included in, awards under the
Senior Officer PEP in recognition of unusual or nonrecurring
events affecting a participant or the Company, or the financial
statements of the Company, or in certain other instances specified
in the Senior Officer PEP.

The Committee may apply negative discretion to final award
determinations with respect to any of the named executive officers
based on the Committee's subjective evaluation of the named
executive officer's annual performance including, if and as
determined by the Committee, an evaluation of quality of
performance with a primary focus on the Centers for Medicare &
Medicaid Services Core Measures and HCAHPS performance against
industry benchmarks.  However, no such adjustment to an individual
award will exceed 20% of the "target" award of the individual.

Awards pursuant to the Senior Officer PEP that are attributable to
the performance goals being met at "target" level or below will be
paid solely in cash, and, in the event performance goals are
achieved above the "target" level, the amount of an award
attributable to performance results in excess of "target" levels
will be payable 50% in cash and 50% in restricted stock units.

In addition, awards pursuant to the Senior Officer PEP are subject
to recovery or adjustment by the Company in certain circumstances
in which the operating results on which the payment was based were
restated or otherwise adjusted or in the event a participant's
conduct is not in good faith and materially disrupts, damages,
impairs or interferes with the business of the Company and its
affiliates.

                           About HCA Inc.

Headquartered in Nashville, Tennessee, HCA is the nation's largest
acute care hospital company with 162 hospitals and 104
freestanding surgery centers (including eight hospitals and eight
freestanding surgery centers that are accounted for using the
equity method) as of Sept. 30, 2010.  For the twelve months
ended Sept. 30, 2010, the company recognized revenue in excess
of $30 billion.

The Company's balance sheet at Dec. 31, 2010 showed $23.85 billion
in total assets, $34.64 billion in total liabilities and
$10.79 billion in stockholders' deficit.

                          *     *     *

In November 2010, Moody's Investors Service confirmed the existing
ratings of HCA, including the 'B2' Corporate Family and
Probability of Default Ratings.  Moody's assigned a Caa1 (LGD6,
96%) rating to HCA, Inc.'s proposed offering of $1.525 billion of
senior unsecured notes due 2021 to be issued at a parent holding
company.

HCA's 'B2' Corporate Family Rating anticipates that the company
will continue to operate with significant leverage.  Pro forma for
the proposed debt financed distribution Moody's estimate that
adjusted leverage would have been 5.2 times at Sept. 30, 2010.
Furthermore, the company has large maturities in 2012 and 2013
that will likely need to be refinanced in the capital markets.
However, the rating acknowledges the company's progress in
systematically extending its maturity profile.  Finally, the
rating reflects HCA's solid EBITDA growth, which has benefited the
credit metrics and demonstrated the company's ability to weather
industry pressures.

As reported by the Troubled Company Reporter on March 14, 2011,
Moody's Investors Service commented that the completion of the IPO
by HCA Holdings, Inc., has no immediate impact on the company's B2
Corporate Family Rating.  The outlook for the ratings remains
positive.  While Moody's believes that the completion of the IPO
is a credit positive since proceeds are expected to be used to
repay outstanding debt, the estimated $2.6 billion of proceeds to
the company won't meaningfully reduce HCA's $28.2 billion debt
load.

In the March 16, 2011 edition of the TCR, Fitch Ratings has
upgraded its ratings for HCA Inc. and HCA Holdings Inc., including
the companies' Issuer Default Ratings which were upgraded to 'B+'
from 'B'.  The Rating Outlook is revised to Stable from Positive.
The ratings apply to approximately $28.2 billion in debt
outstanding at Dec. 31, 2010.  Fitch noted that HCA has made
significant progress in reducing debt leverage since it was taken
private in 2006 in a LBO which added $17 billion to the company's
debt balance; at Dec. 31, 2006, immediately post the LBO, debt-to-
EBITDA was 6.7x.  Most of the reduction in debt leverage over the
past four years was accomplished through growth in EBITDA, which
Fitch calculates has expanded by $1.7 billion or 40% to $5.9
billion for 2010 versus $4.2 billion in 2006.  Although the
company did not undertake a significant organizational
restructuring post the LBO, management has nevertheless been
successful in growing EBITDA and significantly expanding
discretionary free cash flow (FCF).  Fitch believes this was
accomplished through various operational initiatives, including
expansion of profitable service lines and the divestiture of some
under performing hospitals, as well as the generally resilient
operating trend of the for-profit hospital industry during the
recent economic recession despite the pressure of increased levels
of uncompensated care and generally weak organic patient volume
trends.


HEALTH NET: Fitch Affirms 'BB+' Long-Term Issuer Default Rating
---------------------------------------------------------------
Fitch Ratings has affirmed the ratings of Health Net, Inc.
(Health Net) and ratings on Health Net's operating subsidiaries
on announcement that it would incur a $180 million litigation-
related charge in 2011 as a result of a recent Louisiana Supreme
Court decision.  The Rating Outlook is Stable.

Today's rating action reflects Fitch's expectations that Health
Net will be able to absorb and fund the $180 million pre-tax
($135 million after-tax) charge and retain a financial profile
that is consistent with expectations at its current ratings
levels.  Fitch expects that Health Net will use existing cash,
expected operating cash flow, and/or funds available under its
existing credit facility to fund a $180 million cash payment
required by the court's decision.

At Dec. 31, 2010, Health Net had $204 million of holding company
cash and equivalents available and Fitch believes that Health
Net's operating company subsidiaries retain reasonable dividend
paying capacity given their current capital levels and projected
earnings.  Additionally, Fitch estimates that Health Net would
have access to approximately $800 million of cash under its
existing unsecured credit facility to fund all or a portion of the
$180 million cash payment required by the Louisiana Supreme Court
decision.  Fitch notes that this credit facility matures in June
2012, at which time any amounts outstanding under the facility
must be repaid.

Fitch's expectation is that any portion of the required
$180 million cash fine that is funded by accessing the credit
facility will be retired by year-end 2010 from operating cash
flow.  Health Net's Dec. 31, 2010 debt to total capital ratio was
19%.  Including the charge on a pro forma basis, and assuming that
the cash payment is funded entirely through funds obtained under
the credit facility, the ratio rises to 27%.

Fitch views the $135 million after-tax charge as significant
relative to Health Net's anticipated earnings and interest
coverage.  The company's public earnings guidance prior to the
court decision called for approximately $200 million in net income
in 2011, which was essentially flat in comparison to 2010's
reported net income.  In 2011, Health Net's EBITDA-based interest
coverage ratio was 11.5 times (x).  Fitch estimates the ratio at
6.3x including the impact of the $180 million charge on a pro
forma basis.

Factors that Fitch will be monitoring closely over the next six-
to-nine months include Health Net's ability to meet 2011 earnings
guidance, notwithstanding the impact of the charge announced
yesterday, which Fitch considers essential for Health Net to fund
the cash required by the charge without increasing the company's
financial leverage beyond year-end 2011.

Other factors include Health Net's ability to avoid further
operational issues that call the company's risk management
capabilities into question.  Fitch believes that Health Net has
been plagued by a series of operational issues in recent years
that in some cases have led to litigation, regulatory inquiries,
and material earnings disruptions.  The agency believes that
Health Net's current ratings incorporate the company's propensity
for such missteps.  However, Fitch also believes that any new
concerns around Health Net's risk management capabilities could
adversely affect the company's ratings.

Key ratings drivers that could lead to an upgrade for Health Net
include:

   -- Steady earnings and commercial membership growth;

   -- Significant capital strengthening with Risk-Based Capital
     (RBC) sustained above 300% Company Action Level (CAL);

   -- Greater profitable geographic diversity of the company's
      premium base.

Key ratings drivers that could lead to a downgrade for Health Net
include:

   -- Evidence that Health Net's 2011 earnings are likely to
      deviate materially from current projections;

   -- Unforeseen operational issues that cause Fitch to question
      the company's risk management practices;

   -- Continued material loss of commercial membership;

   -- A material fine or charge related to the Centers for
      Medicare and Medicaid Services (CMS) suspension;

   -- Sustained earnings loss given current capital levels.

Fitch has affirmed these ratings with a Stable Rating Outlook:

Health Net Inc.

   -- Long-term IDR at 'BB+';

   -- 6.375% senior notes due June 2017 at 'BB';

In addition, Fitch affirms:

Health Net Of California, Inc
Health Net of Arizona, Inc
Health Net Plan of Oregon, Inc

   -- IFS at 'BBB'.


HEALTH NET: S&P Affirms 'BB' Counterparty Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BB'
counterparty credit rating on Health Net Inc. and its 'BBB-'
counterparty credit and financial strength ratings on the core
subsidiaries, Health Net of California Inc. and Health Net Life
Insurance Co.  "We also affirmed our 'BB+' counterparty credit
and financial strength ratings on the strategically important
subsidiaries, Health Net of Arizona Inc. and Health Net Health
Plan of Oregon Inc.  The outlook on all of the companies
remains stable," S&P related.

"The affirmations reflect our belief that the expected litigation
payment, if made in 2011, will not have a significant negative
impact on Health Net's financial flexibility and liquidity," said
Standard & Poor's credit analyst Hema Singh.

The company said that its initial estimate of the compensatory
and punitive damages and judicial interest that it will have to
pay as a result of the Louisiana Supreme Court's decision is
approximately $180 million, calculated on a pretax basis.  "We do
not expect this litigation action to have any effect on Health
Net's ongoing business.  The litigation arose from the sale of
three health plans by a former subsidiary of Health Net to
AmCareco Inc. in 1999 that subsequently went into receivership in
2002," S&P noted.

The company said that it currently expects to pay the charges from
its cash reserves, expected operating cash flow, or borrowings
under its revolving credit facility ($650 million available under
the revolver as of year-end 2010).

"As of year-end 2010, Health Net had more than $200 million of
unregulated cash, and we expect that cash flow from operating
activities in 2010 will be adequate to allow the company to fund
existing obligations (including the $180 million) for at least the
next 12 months," said Ms. Singh.

Health Net's ratio of debt to capital in 2010 was about
27% (including unfunded postretirement and operating lease
obligations).  EBITDA interest coverage increased to about
9x in 2010 from 7.5x in 2009, reflecting the company's
improved operating performance.

Health Net's operating performance improved in 2010.  The
company reported pretax operating earnings of $399 million,
with a return on revenue (ROR) of 3% in 2010, compared with
full-year operating earnings of $339 million (2.2% ROR) in 2009
and $312 million (2.0% ROR) in 2008.  "In our calculations of
operating earnings and ROR, we exclude the impact of realized
gains and losses, special charges, and divested operations. (In
December 2009, Health Net sold Health Net of the Northeast Inc.'s
licensed subsidiaries to UnitedHealthcare, a UnitedHealthcare
Group company.)  Furthermore, we expect that the company will
sustain or improve its earnings through 2011 and 2012," S&P
added.


HERCULES OFFSHORE: Court OKs Purchase of Seahawk's Jackup Rigs
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas,
Corpus Christi Division approved an Asset Purchase Agreement
between Hercules Offshore, Inc., and its wholly owned subsidiary,
SD Drilling LLC, and Seahawk Drilling, Inc., and certain of its
subsidiaries, pursuant to which Seahawk agreed to sell to
Hercules, and Hercules agreed to acquire from Seahawk, all 20 of
Sellers' jackup rigs and related assets, accounts receivable and
cash and certain liabilities of Sellers in a transaction pursuant
to Section 363 of the U.S. Bankruptcy Code.

The purchase price for the Acquisition will be funded by the
issuance of approximately 22.3 million shares of Hercules Offshore
common stock and cash consideration of $25 million, which will be
used primarily to pay off Seahawk's Debtor-in-Possession loan.
The number of shares of Hercules Offshore common stock to be
issued will be proportionally reduced at closing, based on a fixed
price of $3.36 per share, if the outstanding amount of the DIP
loan exceeds $25 million, with the total cash consideration not to
exceed $45 million.  The assets to be acquired will consist of 20
jackup rigs located in the U.S. Gulf of Mexico and related
equipment, accounts receivable, cash and contractual rights.
Assumed liabilities will be limited to specific items, such as
accounts payable, with all other liabilities retained by Seahawk.

As previously reported, Hercules entered into the Agreement on
Feb. 11, 2011.  Closing is subject to other conditions as provided
in the Agreement.  Assuming those conditions are achieved, the
Company anticipates closing of this transaction to occur on or
about April 20, 2011.

                     About Hercules Offshore

Hercules Offshore Inc. (NASDAQ: HERO) --
http://www.herculesoffshore.com/-- provides shallow-water
drilling and marine services to the oil and natural gas
exploration and production industry in the United States, Gulf of
Mexico and internationally.  The Company provides these services
to integrated energy companies, independent oil and natural gas
operators and national oil companies.  The Company operates in six
business segments: Domestic Offshore, International Offshore,
Inland, Domestic Liftboats, International Liftboats and Delta
Towing.

The Company reported a net loss of $134.59 million on
$657.48 million of revenue for the year ended Dec. 31, 2010,
compared with a net loss of $91.73 million on $742.85 million of
revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $1.99 billion
in total assets, $1.14 billion in total liabilities and
$853.13 million in stockholders' equity.

The Troubled Company Reporter said on November 17, 2010, Moody's
Investors Service downgraded the Corporate Family Rating of
Hercules Offshore Inc. and the Probability of Default Rating to
Caa1 from B2.  Moody's also downgraded Hercules' 10.5% senior
secured notes due 2017, its senior secured revolving credit
facility due 2012, and its senior secured term loan B due 2013,
all to Caa1 with LGD3, 45%.  The outlook remains negative.

"The inability of Hercules to generate meaningful free cash flow
despite limited reinvestment in its aging fleet of rigs is cause
for concern," commented Stuart Miller, Moody's Senior Analyst.
"Without a significant de-leveraging of its balance sheet,
Hercules is following a path that could lead to financial hardship
at the first sign of a market softening."  Hercules' Caa1 CFR
rating reflects its highly leveraged balance sheet and limited
ability to generate free cash flow.  The Caa1 rating on the senior
secured notes reflects their pari passu secured position in
Hercules' capital structure relative to the senior secured credit
facilities.


HICKORY HILL: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Hickory Hill Family Dentistry, PC
        3725 Germantown Ext., Suite 1
        Memphis, TN 38115

Bankruptcy Case No.: 11-23494

Chapter 11 Petition Date: April 5, 2011

Court: United States Bankruptcy Court
       Western District of Tennessee (Memphis)

Judge: Jennie D. Latta

Debtor's Counsel: Jonathan E. Scharff, Esq.
                  HARRIS SHELTON HANOVER WALSCH, PLLC
                  One Commerce Square, Suite 2700
                  Memphis, TN 38103-2555
                  Tel: (901) 525-1455
                  Fax: (901) 526-4084
                  E-mail: jscharff@harrisshelton.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/tnwb11-23494.pdf

The petition was signed by Lee T. Myers, owner.


HOTEL MONACO: Pebblebrook Trust Acquires Seattle Hotel
------------------------------------------------------
Pebblebrook Hotel Trust announced on April 7, 2011, that it has
acquired the Hotel Monaco Seattle for $51.2 million.  The 189-
room, upper upscale, full-service boutique hotel is located in the
central business district of downtown Seattle, Washington.  The
hotel will continue to be managed by Kimpton Hotels & Restaurants
("Kimpton"). The transaction was funded by the Company entirely
with available cash.

"We are very pleased to be acquiring the Hotel Monaco Seattle and
further diversifying our portfolio through this investment in the
Seattle market," said Jon Bortz, Chairman, President and Chief
Executive Officer of Pebblebrook Hotel Trust.  "The hotel is
located in the center of downtown Seattle, in close proximity to
all of the city's major shopping, office, entertainment and dining
locations.  The hotel is near Pike Place Market, Pioneer Square,
the Washington State Trade & Convention Center and five of
Seattle's largest and highest quality office buildings, all of
which provide the hotel with a diverse array of demand drivers.
Furthermore, the Seattle market historically has been subject to
strong recoveries in demand and RevPAR following economic
downturns. Increased demand, coupled with minimal lodging supply
growth and high barriers-to-entry, provide for excellent operating
fundamentals at the hotel moving forward."

The Hotel Monaco Seattle is located at the corner of Fourth Avenue
and Spring Street in the high barrier-to-entry downtown submarket
of Seattle, Washington. Downtown Seattle offers premier office,
dining, convention, entertainment and shopping locations, all of
which provide for a diverse collection of corporate, convention
and leisure demand.  The hotel is in close proximity to Pike Place
Market, one of the nation's longest-running farmers markets and an
attraction of Seattle that draws approximately 10 million visitors
annually.  Pike Place Market is home to more than 220 year-round
commercial businesses and is generally known as "The Soul of
Seattle."  In addition, the hotel is within a short walk of
Pioneer Square, Seattle's most historic area, which offers
sightseeing opportunities, nightlife activities and boutique
shopping, and is the epicenter of the Seattle art scene. Downtown
Seattle contains over 33 million square feet of office space, and
the 726,000-square foot Washington State Trade & Convention
Center, one of Seattle's main lodging demand drivers, which hosts
between 40 and 50 city-wide events annually.

The Hotel Monaco Seattle is a boutique-style hotel located in the
geographic center of downtown Seattle in what was originally
constructed in 1969 as the Pacific Northwest Bell office building.
The property was converted by Kimpton to a hotel in 1997 and
features 189 upper upscale guestrooms, including 45 suites, with
plush pillow-top beds and premium bath amenities.  The hotel has
over 6,000 square feet of flexible meeting space spread across
nine meeting rooms, including the 2,160-square foot Paris
Ballroom.  Additionally, the Hotel Monaco Seattle has 56
subterranean parking spaces and is home to Sazerac, a 135-seat,
award-winning, three-meal-a-day, stand-alone restaurant and bar
that offers southern-style cuisine in a contemporary and inviting
atmosphere that is popular with both Seattle locals and visitors
to the city.

In 2010, the Hotel Monaco Seattle operated at 81% occupancy, with
an average daily rate of $147, and RevPAR of $119, a decline of
approximately 27% from the property's prior peak in RevPAR in
2007.  During the next 12 months, the Company currently forecasts
that the hotel will generate earnings before interest, taxes,
depreciation and amortization ("EBITDA") of approximately $2.8 to
$3.1 million and net operating income after capital reserves of
approximately $2.3 to $2.6 million.

The Company expects to commence a comprehensive $3.0 million rooms
renovation in the fourth quarter of 2011, with completion expected
by the end of the first quarter of 2012, typically the slowest
period in Seattle's lodging market.  The Company expects these
improvements to allow the hotel to regain its prior competitive
positioning by substantially outperforming the market's recovery
in 2012 and beyond.

The hotel will continue to be managed by Kimpton Hotels &
Restaurants, which has managed the hotel since 1997. In addition
to the Hotel Monaco Seattle, Kimpton also manages Pebblebrook's
416-room Sir Francis Drake Hotel and 252-room Argonaut Hotel in
downtown San Francisco, California, the 183-room Hotel Monaco
Washington DC in downtown Washington, DC and the 140-room Grand
Hotel Minneapolis in downtown Minneapolis, Minnesota.

"We are very excited to further our relationship with Kimpton
Hotels & Restaurants," continued Mr. Bortz.  "They are well-
educated about the urban hotel market and have a unique history of
operating high-quality boutique properties such as the Hotel
Monaco Seattle."

"We are thrilled to be expanding our relationship with Pebblebrook
Hotel Trust," said Kimpton's President, Mike Depatie.  "We are
extremely pleased that our strong relationship with Pebblebrook
continues to grow, and we believe this shows a strong vote of
confidence in Kimpton's operational expertise. We look forward to
continued collaborative success from our relationship going
forward."

The Company expects to incur approximately $0.5 million of costs
related to the acquisition of the Hotel Monaco Seattle that will
be expensed as incurred.

The Hotel Monaco Seattle is the eleventh acquisition for the
Company, which has invested an aggregate of $860 million in 11
hotel properties since completing its initial public offering in
December 2009.

The Company has previously announced a signed agreement to
purchase one other hotel:

   -- $89.5 million for a hotel in the Boston, Massachusetts
      region

Closing for this hotel is subject to bankruptcy court approval, as
well as the satisfaction of customary closing requirements and
conditions.  Accordingly, the Company can give no assurance that
the transaction will be consummated on the terms initially
disclosed, or at all.

                    About Pebblebrook Hotel Trust

Pebblebrook Hotel Trust - http://www.pebblebrookhotels.com/-- is
a publicly traded real estate investment trust ("REIT") organized
to opportunistically acquire and invest primarily in upper
upscale, full-service hotels located in large urban and resort
markets with an emphasis on the major coastal cities.  The company
owns 11 hotels, totaling 3,191 guest rooms in six states and the
District of Columbia, including 10 markets: Bethesda, Maryland;
San Francisco, California; Buckhead, Georgia; Washington, DC;
Minneapolis, Minnesota; Stevenson, Washington; Santa Monica,
California; Philadelphia, Pennsylvania; San Diego, California and
Seattle, Washington.

                         About Kimpton Hotels

San Francisco-based Kimpton Hotels & Restaurants --
http://www.kimptonhotels.com/-- a collection of boutique hotels
and chef-driven restaurants in the US, is an acknowledged industry
pioneer and was the first to bring the boutique hotel concept to
America.  Privately held Kimpton operates 51 hotels and 54
restaurants in 24 cities.


HUBBARD RADIO: S&P Assigns 'B' Corporate Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its
preliminary 'B' corporate credit rating to Minneapolis/St. Paul-
based radio broadcaster Hubbard Radio LLC.  The rating outlook is
stable.

"At the same time, we assigned a preliminary 'B+' issue-level
rating to the company's $280 million senior secured first-lien
credit facilities, with a preliminary recovery rating of '2',
indicating our expectation of substantial (70% to 90%) recovery
for lenders in the event of a payment default," S&P noted.

"We also assigned a preliminary 'CCC+' issue-level rating to the
company's $140 million second-lien term loan C, with a preliminary
recovery rating of '6', indicating our expectation of negligible
(0% to 10%) recovery for lenders in the event of a payment
default," S&P related.

The first-lien credit facilities consist of a $10 million
revolving credit facility due April 2016 and a $270 million
term loan B due April 2017.  The facilities are guaranteed
on a senior secured basis by the issuer's direct and indirect
subsidiaries, with certain exceptions.  The second-lien term debt
is guaranteed by the same entities that guarantee the company's
first-lien credit facility and has a junior lien on the first-lien
collateral.  The issuer is using the net proceeds, along with a
$132 million cash equity contribution, to fund the acquisition of
13 radio stations from Bonneville International Corp.  Hubbard
Broadcasting Inc. will also be contributing one radio station.

"These rating assignments follow our review of the final
documentation," S&P noted.

"Our rating on Hubbard reflects the company's highly leveraged
financial risk profile, characterized by lease-adjusted leverage
of 5.8x following the transaction," said Standard & Poor's credit
analyst Jeannie Shoesmith.  "Hubbard's business risk profile is
weak, in our view, because of risks related to longer term
structural issues facing the radio industry, the company's
small station portfolio, and its revenue concentration in
Chicago and Washington, D.C.," S&P added.


IMAGE METRICS: Hikes Rosi Kahane Loan to $7.1 Million
-----------------------------------------------------
Image Metrics, Inc., entered into an amendment to its existing
loan agreement with Rosi Kahane.  The amendment increased the size
of the credit facility to $7.1 million and extended the maturity
date to Jan. 31, 2013.  Under the amendment, the Company is
required to make payments starting on July 1, 2011 and on the
first business day of each month thereafter until paid in full or
on the maturity date of the facility.  The scheduled payment
amount each month equals the total interest accrued on the
outstanding principal balance plus $150,000.

Borrowings under the agreement (i) are secured by a first priority
lien on all of the Company's assets, including the assets of the
Company's principal operating subsidiary, and a cross-guarantee by
that subsidiary, (ii) bear interest at 13.5% per annum, and (iii)
may be converted at any time and from time to time, at the option
of the holder, into shares of the Company's common stock at an
exercise price of $1.00 per share.

Holders of the notes associated with this loan are entitled to
receive 7.5% of revenue obtained from the future commercialization
of the Company's Facemail offering.  The holders are entitled to
this revenue share for five years after the initial commercial
release of the Facemail offering.

As of April 1, 2011, the Company had drawn down $5,625,000 under
the loan agreement.

A full-text copy of the Amended and Restated Loan Agreement is
available for free at http://is.gd/P8kO1Y

                        About Image Metrics

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

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

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

The Company's balance sheet at June 30, 2010, showed $1.16 million
in total assets, $13.76 million in total liabilities, and a
stockholders' deficit of $12.59 million.

The Company reported a net loss of $9.18 million on $4.89 million
of revenue for nine months ended June 30, 2010, compared with a
net loss of $5.82 million of revenue for nine months ended
June 30, 2009.


IMH FINANCIAL: Delays Filing of 2010 Annual Report
--------------------------------------------------
IMH Financial Corporation informed the U.S. Securities and
Exchange Commission that it is unable, without unreasonable effort
or expense, to file its Annual Report on Form 10-K for the fiscal
year ended Dec. 31, 2010, within the prescribed time period
because the Company requires additional time to finalize the
collateral reviews and valuation analyses on its loan portfolio
and real estate owned in order to ensure proper recognition of
revenues, expenses and loan loss reserve requirements.  According
to the Company, the on-going market declines in real estate values
have made collateral reviews and valuation analyses more difficult
and complex, thereby requiring the Company to take additional time
to complete its financial information as reported on Form 10-K.
Additionally, in light of current liquidity and ongoing liquidity
needs, the Company continues to evaluate reclassifying
substantially all of its real estate owned assets from held for
development to held for sale which requires additional analysis to
ensure that this reclassification is presented in a manner that is
consistent with applicable accounting guidance.  The Company
intends to file all documents required for its Form 10-K filing
within 15 calendar days of the March 31, 2011 due date.

                        About IMH Financial

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

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

The Company's balance sheet at Sept. 30, 2010, showed
$337.80 million in total assets, $15.93 million in total
liabilities, and stockholders' equity of $321.86 million.

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


INDIANAPOLIS DOWNS: Files for Chapter 11 Bankruptcy
---------------------------------------------------
Indianapolis Downs, LLC, announced on April 7, 2011, that it and a
related entity have filed voluntary petitions in U.S. Bankruptcy
Court for the District of Delaware to reorganize under Chapter 11
of the United States Bankruptcy Code.  The Company noted that its
facilities will continue to operate as usual during the
restructuring process and that there will be no interruption in
services.

In its filing, Indianapolis Downs stated it possesses strong
underlying fundamentals, operates on a cash positive basis and
generates enough revenue to pay its operating expenses.  However,
the Company noted it has been operating with a debt burden
significantly greater than anticipated and beyond its ability to
service under current terms. The debt largely reflects a $250
million initial state-mandated license fee, as well as a high
statutory tax rate.

The Company said that, in conjunction with this filing and pending
court approval, it has secured debtor-in-possession (DIP)
financing of approximately $103 million from a group led by Wells
Fargo. The facility provides for immediate access of up to $5
million and will lower the Company's interest expenses.

Indianapolis Downs said it preferred to address the debt
restructuring in a consensual and negotiated "standstill" period
outside the court process, and worked earnestly with its lenders
to accomplish that objective. However, it was unable to negotiate
the necessary outcome, and faced expiration of the forbearance
agreement on its loan.

"This filing is unlike many debt restructuring cases because
Indianapolis Downs has steadily grown its revenue and market share
since opening," stated Gregory F. Rayburn, Chief Restructuring
Officer.  "Indiana Live! and Indiana Downs racino is an
operationally profitable, but new, business that has not yet
achieved its full potential.

"As a result, we see this decision as an enabling step for our
Company, as the process will allow us to restructure our debt,
make operational improvements and benefit from other available
value enhancements.  Most importantly, this process will provide
Indianapolis Downs with the time we need to enhance our enterprise
value and the value of our secured lenders' collateral."

To ensure there is no interruption in services, and customers
continue to enjoy the latest slot machines, electronic table
games, live entertainment, award-winning dining and live racing
that they have come to expect of Indiana Live! Casino and Indiana
Downs racetrack, the Company is seeking approval from the court
for a variety of First Day Motions.  These motions include
requests to maintain and honor its Live! Rewards Club and Indiana
Downs Players Club customer programs, maintain and honor
promotional programs, and make wage and salary payments and other
benefits to employees and agents. Additionally, the Company
intends to pay providers of goods and services delivered post-
petition in the ordinary course of business, and will seek
approval to pay certain vendors for goods and services delivered
pre-petition.

Indianapolis Downs is committed to communicating to each of its
stakeholders throughout this process. The Company added that this
development will have no adverse impact on horse racing at Indiana
Downs in 2011 or at any time within the foreseeable future.

                     About Indianapolis Downs LLC

Indianapolis Downs, LLC, which does business as Indiana Downs
racetrack and Indiana Live! Casino, operates a state-of-the-art
283-acre "racino" in Shelbyville, Indiana, as well as two
satellite wagering facilities in Evansville and Clarksville,
Indiana. The track, which opened in December 2002, offers live
racing seven months of the year, and a full-card simulcast
wagering facility featuring thoroughbred, quarter horse and
harness races from around the country. The track also houses a
full-service restaurant and lounge, an arcade, a gift shop and a
family entertainment center. The casino has more than 2,000 high-
tech slot machines and electronic table games, a poker room and
several branded dining and entertainment options.


INTERNATIONAL COAL: 4% and 9% Sr. Notes Have Become Convertible
---------------------------------------------------------------
International Coal Group, Inc., announced that, pursuant to terms
of the indenture and first supplemental indenture governing its
$115,000,000 aggregate principal amount of 4.00% Convertible
Senior Notes due 2017, the 2017 Notes are now convertible at the
option of holders during the period from April 1, 2011 through and
including June 30, 2011.  The Company also announced that,
pursuant to terms of the indenture governing its remaining
$731,000 aggregate principal amount of 9.00% Convertible Senior
Notes due 2012, the 2012 Notes are now convertible at the option
of holders during the period from April 1, 2011 through and
including June 30, 2011.

The Notes become convertible as of April 1, 2011 because the
closing sale price of the Company's common stock, par value $0.01
per share, on the New York Stock Exchange exceeded the conversion
trigger price of $7.55 per share for the 2017 Notes and $7.93 per
share for the 2012 Notes (130% of the applicable conversion prices
of approximately $5.81 per share for the 2017 Notes and
approximately $6.10 per share for the 2012 Notes) for each of 20
or more trading days in the period of 30 consecutive trading days
ending on March 31, 2011.  The last reported sale price of the
Common Stock on the New York Stock Exchange on March 31, 2011 was
$11.30 per share.

Whether the Notes will be convertible at any time after June 30,
2011 will depend upon whether any of the conversion conditions
specified in the respective indentures are satisfied, including
whether the price of the Common Stock exceeds the applicable
conversion trigger prices for the requisite number of trading days
during subsequent quarters.

Upon any conversion of the Notes, the principal amount of the
Notes will be settled in cash, and any excess conversion value may
be settled in cash or in shares of Common Stock, at the option of
the Company.  If holders elect to convert any Notes, the Company
expects to fund the cash portion of any settlement of the Notes
using cash on hand.

To convert any Notes, holders must (1) complete and manually sign
the conversion notice attached to the Note, with appropriate
signature guarantee; (2) surrender the Notes to the Conversion
Agent; (3) furnish appropriate endorsements and transfer documents
if required by the Conversion Agent; (4) pay the amount of
interest, if any, the holder must pay in accordance with Section
9.02(E) of the first supplemental indenture governing the 2017
Notes or Section 10.02(D) of the 2012 Notes, as applicable; and
(5) pay any tax or duty if required pursuant to Section 9.04 of
the first supplemental indenture governing the 2017 Notes or
Section 10.03 of the 2012 Notes, as applicable.  If a holder holds
a beneficial interest in a 2017 Note issued in the form of a
global note, to convert such 2017 Note, the holder must comply
with clauses (4) and (5) in the preceding sentence and The
Depository Trust Company's procedures for converting such
beneficial interest.  For additional information regarding how to
convert your Notes contact the Conversion Agent at: 2 North La
Salle Street, Chicago, Illinois 60602, Telephone: (312) 827-8548,
Facsimile: (312) 827-8542, Attention: Corporate Trust
Administration.

                  About International Coal Group

Scott Depot, West Virginia-based International Coal Group, Inc.
(NYSE: ICO) produces coal in Northern and Central Appalachia and
the Illinois Basin.  The Company has 13 active mining complexes,
of which 12 are located in Northern and Central Appalachia, and
one in Central Illinois.  ICG's mining operations and reserves are
strategically located to serve utility, metallurgical and
industrial customers throughout the eastern United States.

                           *     *     *

International Coal Group carries 'Caa1' corporate family and
probability of default ratings from Moody's Investors Service, and
'B+' corporate credit rating from Standard & Poor's Ratings
Services.

In March 2010, Moody's said the ratings "continue to reflect ICG's
elevated cost structure amidst an uncertain price environment,
inherent operating risk at its mines, history of operating and
financial challenges, significant capital spending requirements,
and uncertainty regarding mine permitting obstacles particularly
given the large percentage of surface mine production."

The Company reported reported net income of $30.11 million on
$1.17 billion of total revenue for the year ended Dec. 31, 2010,
compared with net income of $21.52 million on $1.12 billion of
total revenue during the prior
year.

The Company's balance sheet at Dec. 31, 2010 showed $1.48 billion
in total assets, $725.43 million in total liabilities and
$754.26 million in total stockholders' equity.


INTERNATIONAL ENERGY: Files Schedules of Assets & Liabilities
-------------------------------------------------------------
International Energy Holdings Corp. has filed with the U.S.
Bankruptcy Court for the Middle District of Florida its schedules
of assets and liabilities, disclosing:

  Name of Schedule                      Assets         Liabilities
  ----------------                      ------         -----------
A. Real Property                      $1,065,287
B. Personal Property                 $12,147,381
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                      $12,420,440
E. Creditors Holding
   Unsecured Priority
   Claims                                                  $93,413
F. Creditors Holding
   Unsecured Non-priority
   Claims                                               $1,817,629
                                     -----------       -----------
      TOTAL                          $13,212,668       $14,331,482

Tampa, Florida-based International Energy Holdings Corp. -- fka
International CRO Holdings Corp.; The Cornerstone Brad, LLC; and
Bison Renewable Energy, LLC -- filed for Chapter 11 bankruptcy
protection on March 28, 2011 (Bankr. M.D. Fla. Case No. 11-05547).
Richard J. McIntyre, Esq., at McIntyre, Panzarella, Thanasides &
Eleff, serves as the Debtor's bankruptcy counsel.


INTERNATIONAL ENERGY: Sec. 341(a) Meeting Scheduled for April 28
----------------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of
International Energy Holdings Corp.'s creditors on April 28, 2011,
at 1:30 p.m.  The meeting will be held at Room 100-B, 501 East
Polk St., (Timberlake Annex), Tampa, Florida.

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.

Tampa, Florida-based International Energy Holdings Corp. -- fka
International CRO Holdings Corp.; The Cornerstone Brad, LLC; and
Bison Renewable Energy, LLC -- filed for Chapter 11 bankruptcy
protection (Bankr. M.D. Fla. Case No. 11-05547) on March 28, 2011.
Richard J. McIntyre, Esq., at McIntyre, Panzarella, Thanasides &
Eleff, serves as the Debtor's bankruptcy counsel.  According to
its schedules, the Debtor disclosed $13,212,668 in total assets
and $14,331,482 in total debts as of the Petition Date.


INVISION PROPERTIES: Case Summary & 14 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Invision Properties, LLC
        2434 Aubry Street
        New Orleans, LA 70119

Bankruptcy Case No.: 11-11099

Chapter 11 Petition Date: April 5, 2011

Court: United States Bankruptcy Court
       Eastern District of Louisiana (New Orleans)

Judge: Jerry A. Brown

Debtor's Counsel: Leo D. Congeni, Esq.
                  LAW OFFICE OF EMILE L. TURNER, JR., LLC
                  424 Gravier Street
                  New Orleans, LA 70130
                  Tel: (504) 586-9120
                  Fax: (504) 581-4962
                  E-mail: LeoCongeni@bellsouth.net

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

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/laeb11-11099.pdf

The petition was signed by Michael Roy Parker, Jr., member.


JETBLUE AIRWAYS: Amended A320 Purchase Pact Kept Confidential
--------------------------------------------------------------
JetBlue Airways Corporation submitted an application under Rule
24b-2 requesting confidential treatment for information it
excluded from the Exhibits to a Form 10-K filed on Feb. 25, 2011.
Based on representations by JetBlue Airways Corporation that this
information qualifies as confidential commercial or financial
information under the Freedom of Information Act, 5 U.S.C.
552(b)(4), the Division of Corporation Finance has determined not
to publicly disclose it.  Accordingly, excluded information from
the Amendment No.35 to the A320 Purchase Agreement dated as of
April 20, 1999, will not be released to the public until Dec. 31,
2016.

                      About JetBlue Airways

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

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

                          *     *     *

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

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


JOB P. WYATT: Case Summary & 15 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Job P. Wyatt & Sons' Company
        P.O. Box 631
        Raleigh, NC 27602

Bankruptcy Case No.: 11-02664

Chapter 11 Petition Date: April 5, 2011

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

Judge: J. Rich Leonard

Debtor's Counsel: Gregory B. Crampton, Esq.
                  Kevin L. Sink, Esq.
                  NICHOLLS & CRAMPTON, P.A.
                  P.O. Box 18237
                  Raleigh, NC 27619
                  Tel: (919) 781-1311
                  Fax: (919) 782-0465
                  E-mail: gcrampton@nichollscrampton.com
                          ksink@nichollscrampton.com

Scheduled Assets: $3,410,000

Scheduled Debts: $1,106,635

A list of the Company's 15 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/nceb11-02664.pdf

The petition was signed by Robert J. Wyatt, III, president.


JUNIPER GROUP: Delays Filing of 2010 Annual Report
--------------------------------------------------
Juniper Group, Inc., informed the U.S. Securities and Exchange
Commission that its Annual Report on Form 10-K for the year ended
Dec. 31, 2010, could not be filed within the prescribed period
because the Company was unable to compile certain information
required in order to permit the Company to file a timely and
accurate report on the Company's financial condition.  This
inability could not have been eliminated by the Company without
unreasonable effort or expense, the Company said.

                        About Juniper Group

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

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

The Company's balance sheet at Sept. 30, 2010, showed $1,083,429
in total assets, $29,323,950 in total liabilities, and a
stockholders' deficit of $28,240,521.

As reported by the Troubled Company Reporter on December 28, 2010,
Liebman Goldberg & Hymowitz, LLP, in Garden City, New York,
expressed substantial doubt about Juniper Group, Inc.'s ability to
continue as a going concern, following the Company's 2009 results.
The independent auditors noted that the Company has a working
capital deficiency and has suffered recurring losses from
operations.


KENTUCKY ENERGY: Delays Filing of 2010 Annual Report
----------------------------------------------------
Kentucky Energy, Inc., informed the U.S. Securities and Exchange
Commission that there will be a delay in filing the Company's
Annual Report on Form 10-K for the year ended Dec. 31, 2010,
because the Company needs additional time to complete the report
and its auditors need additional time to complete the audit of the
Company's financial statements for the year ended Dec. 31, 2010.

                       About Kentucky Energy

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

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

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

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

RBSM, LLP, in New York, expressed substantial doubt about Quest
Minerals' ability to continue as a going concern, following its
2009 results.  The independent auditors noted that the Company has
suffered recurring losses from operations and that its only
operating subsidiary, Gwenco, Inc., has filed for reorganization
under Chapter 11 of U.S. Bankruptcy Code.

The Company's balance sheet at Sept. 30, 2010, showed
$5.44 million in total assets, $9.18 million in total liabilities,
and a stockholders' deficit of $3.74 million.


KIEBLER SLIPPERY: Court Enters Final Decree Closing Chap. 11 Case
-----------------------------------------------------------------
At the behest of The Committee of Unsecured Creditors of Kiebler
Slippery Rock, L.L.C., the U.S. Bankruptcy Court for the Northern
District of Ohio entered a final decree closing Kiebler's Chapter
11 proceedings on March 29, 2011.

According to the Committee, the order confirming Kiebler's Plan of
Liquidation was entered on January 31, 2011, and the Committee's
counsel has made the distributions set forth in the Plan and
approved in the Confirmation Order.

The Court has also approved and granted in full amounts the final
application for compensation and reimbursement of expenses for
Brouse McDowell, the Committee's attorney.  Accordingly, all
administrative payments of the estate have been paid and the
Chapter 11 proceedings of the Debtor have been fully administered.

                     About Kiebler Slippery Rock

Chardon, Ohio-based Kiebler Slippery Rock LLC filed for Chapter 11
protection (Bankr. N.D. Ohio Case No. 09-19087) on Sept. 25, 2009.
Andrew L. Turscak Jr., Esq., Mark A. Weintraub, Esq., and Robert
C. Folland, Esq., at Thompson Hine LLP represent the Debtor.  The
Debtor estimated assets and debts at $10 million to $50 million.


KINGS RANCH: K Ranch Asks Court to Dismiss Bankruptcy Case
----------------------------------------------------------
K Ranch LLC asks the U.S. Bankruptcy Court for the District of
Arizona to dismiss Kings Ranch, LLC's Chapter 11 bankruptcy case,
saying that the case is filed in bad faith.

Kings Ranch is a holder and owner of a promissory note and deed of
trust secured by an interest in the Debtor's real property, Kings
Ranch Estates.  As of the commencement instant case on March 29,
2011, the balance due K Ranch was $2,992,116, plus accrued and
accruing interest costs and fees.

K Ranch had scheduled a trustee's sale for March 28, 2011, but the
commencement of the bankruptcy case has stayed that trustee's sale
and the scheduled UCC sale of personal property.

K Ranch has incurred, or may incur, certain costs, including,
without limitation, attorneys' fees, taxes, insurance premiums,
court costs, deed of trust trustee's fees, costs of sale and other
costs, all of which are secured by loan documents.

K Ranch does not have, nor has it been offered, adequate
protection for its interest in the Property.  According to K
Ranch, there has been no offer of adequate protection to K Ranch
to protect the value of the collateral.

K Ranch is unaware that the Debtor has properly placed insurance
coverage for the Property.  K Ranch has not been paid any
postpetition payments.

K Ranch is represented by:

   Alan R. Solot
   Tilton & Solot
   459 North Granada Avenue
   Tucson, Arizona 85701
   Phone: (520) 622-4622
   Fax: (520) 882-9861
   E-mail: arsolot@tiltonandsolot.com

Fort Scott Energy, et al., filed an involuntary Chapter 11
petition against Kings Ranch, LLC, fka Kinjockity Ranch LLC, on
March 28, 2011 (Bankr. D. Ariz. Case No. 11-08080).

Eric Slocum Sparks, Esq., at Eric Slocum Sparks PC, is the
Petitioners' counsel.


LATTICE INC: Acquavella Chiarelli Raises Going Concern Doubt
------------------------------------------------------------
Lattice Incorporated filed on March 31, 2011, its annual report on
Form 10-K for the fiscal year ended Dec. 31, 2010.

Acquavella, Chiarelli, Shuster, Berkower & Co., LLP, in Iselin,
N.J., expressed substantial doubt about Lattice Incorported's
ability to continue as a going concern.  The independent auditors
noted that the Company requires additional working capital to meet
its current liabilities.

The Company reported a net loss of $1.4 million on $13.5 million
for 2010, compared with a net loss of $1.3 million on
$15.6 million for 2009.

At Dec. 31, 2010, the Company's balance sheet showed $9.1 million
in total assets, $6.7 million in total liabilities, and
stockholders' equity of $2.4 million.

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

                       http://is.gd/4JAxhj

Pennsauken, N.J.-based Lattice Incorporated (OTC Bulletin Board:
LTTC) -- http://www.latticeincorporated.com/-- is a provider of
advanced information and communications technology solutions to
the government and commercial markets.


LECG CORP: Provides Update on State of the Firm
-----------------------------------------------
Professional services firm LECG Corporation announced a number of
events related to its previously-announced transition of its
practice groups to other firms.  These transitions will not result
in any proceeds to the Company's common stockholders and it is not
anticipated that future operations will result in any proceeds to
the Company's common stockholders.

                    Practice Group Transactions

On March 31, 2011, the firm completed the previously-announced
sale of LECG's European forensics, economics, and tax practices to
FTI Consulting, Inc.  The transaction included approximately 100
professionals and staff in London, Madrid, Paris, and Brussels.

The aggregate purchase price in the transaction was approximately
$25 million, which includes the assumption by FTI of approximately
$6 million of LECG's existing, non-intercompany liabilities.  FTI
also assumed substantially all of LECG's European lease
liabilities associated with these practices.

In addition, the Company closed, or expects to close, the
following transactions:

   * The sale of its U.K.-based business consulting practice, the
     second part of the previously-announced agreement with Grant
     Thornton

   * The sale of its retail securities practice in Lake Oswego,
     Oregon, to the management team of that practice

   * The sale of its insurance tax and actuarial practices to a
     multi-national accounting firm

   * The sale of its legal technology practice to Huron Consulting

   * Various other sales of smaller practices to other firms,
     expert groups or individuals

These transactions involved some or all of the following:

   * Consideration for the Company releasing non-compete covenants

   * The sale of accounts receivable, work-in-progress, equipment
     and other assets

   * Assignment or assumption of certain leases and other
     liabilities

William Blair & Company served as an independent advisor to LECG
on these transactions.

The firm now has fewer than 70 employees, the majority of whom
management expects to leave within the next 30 days.

                           Debt Service

As previously announced, most of the aggregate net proceeds from
these and prior transactions were used to retire the Company's
senior secured debt, including the payment of associated interest
and fees.

                No Proceeds for Common Stockholders

The outcome of these transactions will not result in any proceeds
for the common stockholders.  The Company currently anticipates
using any remaining proceeds to satisfy the Company's remaining
liabilities and to fund the Company's operations during the wind-
down of its business.  Contractually, if there is any remaining
value available to equity holders, it would be first allocated to
the Company's outstanding preferred stock to the extent of its
liquidation preference.

                  Conversion of Preferred Stock

The Company also announced that on March 31, 2011, Great Hill
Equity Partners III, L.P., and Great Hill Investors entered into
an exchange transaction with the Company.  In the exchange
transaction, the Great Hill Entities cancelled 3,787,878 shares of
Series A Convertible Redeemable Preferred Stock and the dividends
accrued on those shares in exchange for 54,003,770 of newly issued
shares of common stock.  The cancelled preferred shares had a
liquidation preference of $15 million and were exchanged at a rate
of $.30 per share of common stock, representing approximately a
46% premium to the thirty-day average trading price.  Following
the exchange transaction, the Great Hill Entities continue to hold
2,525,253 shares of Series A Convertible Redeemable Preferred
Stock, with a liquidation preference of $10 million, and own
approximately 71 percent of the Company's outstanding common
stock.

                    Resignation of Directors

On March 31, 2011, Alison Davis, Michael E. Dunn and Ruth M.
Richardson tendered their resignations from the board.

                 The Nasdaq Stock Market Listing

On March 28, 2011, the Company received a letter from the Nasdaq
Listing Qualifications Department of The Nasdaq Stock Market,
notifying the Company of its failure to comply with the Listing
Rule that requires listed securities to maintain a minimum bid
price of $1.00 per share.  The Company's common stock has closed
below the minimum $1.00 per share requirement for the last 30
consecutive business days.  In accordance with the Listing Rules,
the Company has a compliance period of 180 calendar days, or until
Sept. 26, 2011, in which to regain compliance or else it will be
delisted.

The Company does not expect to resolve the deficiency or to regain
compliance with the Listing Rules.  In light of the transactions
closed, the Company anticipates that it will be de-listed sooner
than Sept. 26, 2011 and may request that its shares be delisted.

                             About LECG

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

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

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


LIFECARE HOLDINGS: Incurs $1.89 Million Net Loss in Dec. 31 Qtr.
----------------------------------------------------------------
LifeCare Holdings Inc. reported a net loss of $1.89 million on
$87.12 million of net patient service revenue for the three months
ended Dec. 31, 2010, compared with net income of $4.81 million on
$89.38 million of net patient service revenue for the same same
period during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed
$477.19 million in total current assets, $488.67 million in total
liabilities and a $11.48 million in stockholders' deficit.

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

                      About LifeCare Holdings

Plano, Tex.-based LifeCare Holdings, Inc. --
http://www.lifecare-hospitals.com/-- operates 19 hospitals
located in nine states, consisting of eight "hospital within a
hospital" facilities (27% of beds) and 11 freestanding facilities
(73% of beds).  Through these 19 long-term acute care hospitals,
the Company operates a total of 1,057 licensed beds and employ
approximately 3,200 people, the majority of whom are registered or
licensed nurses and respiratory therapists.  Additionally, the
Company holds a 50% investment in a joint venture for a 51-bed
LTAC hospital located in Muskegon, Michigan.

                           *     *     *

LifeCare Holdings carries "Caa1" corporate family and probability
of default ratings, with negative outlook, from Moody's Investors
Service and a 'CCC-' corporate credit rating, with negative
outlook from Standard & Poor's Ratings Services.

In November 2010, Standard & Poor's Ratings lowered its corporate
credit rating on LifeCare Holdings to 'CCC-' from 'CCC+'.  "The
downgrade reflects the imminent difficulty the company may
have in meeting its bank covenant requirements and the risk of it
successfully refinancing significant debt maturing in 2011 and
2012," said Standard & Poor's credit analyst David Peknay.  The
likelihood of a debt covenant violation is heightened by the
company's lack of appreciable operating improvement coupled with a
large upcoming tightening of is debt covenant in the first quarter
of 2011.  Additional equity by the company's financial sponsor may
be necessary to avoid a covenant violation.  Accordingly, S&P
believes the chances of bankruptcy have increased.


LITHIUM TECHNOLOGY: Incurs $7.25 Million Net Loss in 2010
---------------------------------------------------------
Lithium Technology Corporation filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K, reporting a
net loss of $7.25 million on $6.35 million of products and
services sales for the year ended Dec. 31, 2010, compared with a
net loss of $10.51 million on $7.37 million of product and
services sales during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $10.78 million
in total assets, $34.16 million in total liabilities and $23.38
million in total stockholders' deficit.

Amper, Politziner & Mattia, LLP, Edison, New Jersey, noted that
the Company has recurring losses from operations since inception
and has a working capital deficiency that raise substantial doubt
about its ability to continue as a going concern.

                      $7 Mil. Funding Needed

The Company has recently entered into a number of financing
transactions and is continuing to seek other financing
initiatives.  The Company said it will need to raise additional
capital to meet its working capital needs and to complete its
product commercialization process.  Such capital is expected to
come from the sale of securities and debt financing.  The Company
believes that if it raises approximately $7 million in debt and
equity financings, the Company would have sufficient funds to meet
its needs for working capital and capital expenditures and to meet
expansion plans during 2011.  If the Company is not able to raise
such additional capital, the Company will assess all available
alternatives including a sale of the Company's assets or merger,
the suspension of operations and possibly liquidation, auction,
bankruptcy, or other measures.

A full-text copy of the annual report on Form 10-K is available
for free at http://is.gd/5NHlNB

                      About Lithium Technology

Plymouth Meeting, Pa.-based Lithium Technology Corporation is a
mid-volume production stage company that develops large format
lithium-ion rechargeable batteries to be used as a new power
source for emerging applications in the automotive, stationary
power, and national security markets.


LIZ CLAIBORNE: Closes Senior Secured Notes Offering
---------------------------------------------------
Liz Claiborne, Inc., announced Thursday that it has completed its
offering of $220.0 million aggregate principal amount of 10.50%
Senior Secured Notes due 2019.  The previously announced offering
of $205.0 million aggregate principal amount of Notes was
increased to $220.0 million aggregate principal amount on April 5,
2011.  The Notes, which mature on April 15, 2019, are senior,
secured obligations of the Company and will pay interest semi-
annually at a rate of 10.50% per annum.

The Company expects that the total net proceeds from the offering
will be approximately $214.0 million, after deducting the initial
purchasers' discount and estimated offering fees and expenses.
The Company is using the net proceeds of the offering primarily to
fund the previously announced cash tender offer to purchase up to
euro 155.0 million of its outstanding euro 350.0 million 5.0%
Notes due 2013, of which euro 128.5 million were tendered by the
time the Tender Offer expired. The Tender Offer is expected to
settle on April 8, 2011. The remaining proceeds will be used for
general corporate purposes.

The Notes were offered to qualified institutional buyers pursuant
to Rule144A under the Securities Act of 1933, as amended and to
persons outside of the United States in compliance with
Regulations 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.


LIZ CLAIBORNE: Accept Valid Tenders for Euro Notes
--------------------------------------------------
Liz Claiborne, Inc., on April 7, 2011, announced its decision to
accept valid tenders of Notes for repurchase in its offer to
purchase certain of its EUR350.0 million 5.0% Notes due 2013.

The Offer expired at 5:01 a.m. London time (12:01 a.m. New York
time) on April 5, 2011, and at such time, EUR128.5 million of
Notes had been tendered into the Offer.  The Company has decided
to accept valid tenders of Notes for repurchase pursuant to the
Offer.  The Offer is expected to settle on April 8, 2011.

Merrill Lynch International and J.P. Morgan Securities Ltd. are
the Dealer Managers for the Offer (the "Dealer Managers"), and
Deutsche Bank AG, London Branch is the Tender Agent.

                        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.


LOCATEPLUS HOLDINGS: Delays Filing of 2010 Annual Report
--------------------------------------------------------
LocatePlus Holdings Corporation said it was not able to file a
timely Form 10-K for the year ended Dec. 31, 2010 due to the need
of additional time by the Company's auditing firm to complete
their review of the financial statements.

                     About LocatePLUS Holdings

Beverly, Mass.-based LocatePLUS Holdings Corporation, through
itself and its wholly-owned subsidiaries LocatePLUS Corporation,
Worldwide Information, Inc., Entersect Corporation, Dataphant,
Inc., and Employment Screening Profiles, Inc. are business-to-
business, business-to-government and business-to-consumer
providers of public information via its proprietary data
integration solutions.

The Company has sustained net losses of $639,916 and $2.8 million
for the fiscal periods ended Sept. 30, 2010, and Dec. 31, 2009,
respectively.  The Company has an accumulated deficit of
$53.9 million, a stockholders' deficit of $9.0 million and a
working capital deficit of $6.3 million at Sept. 30, 2010.
These factors raise substantial doubt about the Company's ability
to continue as a going concern.

The Company's balance sheet at Sept. 30, 2010, showed
$2.5 million in total assets, $11.5 million in total liabilities,
and a stockholders' deficit of $9.0 million.


LONGVIEW POWER: S&P Affirms 'B' Rating on $1.1 Bil. Secured Loan
----------------------------------------------------------------
Standard & Poor's Ratings Services affirms the 'B' rating on
Longview Power LLC's (Longview) $1.1 billion senior secured first-
lien credit facilities.  The outlook is negative.

"The outlook remains negative, reflecting the risk of potential
construction delays that may cause a technical default if
commercial operations are not achieved by Aug. 31," said Standard
& Poor's credit analyst Swami Venkataraman.  "The current expected
completion date is Aug. 5."

Mr. Venkataraman added, "We expect Longview to be unable to meet
its debt to EBITDA covenant in 2012.  Our rating reflects the
expectation that private equity firm First Reserve, which owns the
project, will inject additional equity to avoid a covenant
default."

Longview is a single-unit 695-megawatt (net) supercritical,
pulverized coal-fired electric generating facility located in
Monongalia County, W. Va., in the PJM market.


LTAP US: Wells Fargo Settlement Approved; Case Dismissal Next
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that LTAP US LLP was authorized by a bankruptcy judge
on April 1 to turn over assets to Wells Fargo Bank NA, owed
$252 million.  LTAP's capitulation resulted from an opinion by the
bankruptcy judge marking the death knell for the Chapter 11 case
begun in December.  U.S. Bankruptcy Judge Kevin Gross in Delaware
gave the bank the right to foreclose when he simultaneously
refused to approve $40 million in financing that would have come
ahead of the bank's lien.  The new money would have been used to
pay premiums on life insurance policies.  The bank has the ability
to cause the Chapter 11 case to be dismissed not less than 30 days
after the settlement is carried out.

                           About LTAP US

Atlanta, Georgia-based LTAP US, LLLP, fka Life Trust Asset Pool
US, LLLP, invests in, manages, and arranges for the servicing of
life insurance policies.  LTAP US is managed by its general
partner, LT Partner, LLC, and eight limited partners.

Operating since 2003, LTAP US holds 410 policies on 313 lives,
with an aggregate death benefits of approximately $1.36 billion.
Berlin Atlantic Capital US -- BACH -- and SLG Life Settlements LLC
also provide support to the operations.  SLG, a subsidiary of
BACH, which is wholly owned by Berlin Atlantic Holding, is the
servicer for the Policies.

LTAP US filed for Chapter 11 bankruptcy protection (Bankr. D. Del.
Case No. 10-14125) on Dec. 22, 2010.  Adam G. Landis, Esq., Kerri
K. Mumford, Esq., and Kimberly A. Brown, Esq., at Landis Rath &
Cobb LLP, serve as the Debtor's bankruptcy counsel.

According to a court filing, the Debtor had assets of $358,781,430
and debts of $231,007,430 as of Sept. 30, 2010.


MAGNES ENTERPRISES: Case Summary & 13 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Magnes Enterprises, Inc.
        dba Domino's Pizza
        3749 D Gulf Breeze Pkwy., Suite 343
        Gulf Breeze, FL 32563

Bankruptcy Case No.: 11-30606

Chapter 11 Petition Date: April 5, 2011

Court: United States Bankruptcy Court
       Northern District of Florida (Pensacola)

Debtor's Counsel: John E. Venn, Jr., Esq.
                  JOHN E. VENN, JR., P.A.
                  220 W. Garden St., Suite 603
                  Pensacola, FL 32502
                  Tel: (850) 438-0005
                  Fax: (850) 438-1881
                  E-mail: johnevennjrpa@aol.com

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

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

A list of the Company's 13 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flnb11-30606.pdf

The petition was signed by Scott J. Magnes, president.


MARTIN CADILLAC: Dismissal/Conversion Hearing Moved to Apr. 13
--------------------------------------------------------------
The hearing to consider the motion to dismiss, or in the
alternative, convert the Chapter 11 case of Martin Cadillac, LLC,
to one under Chapter 7 of the Bankruptcy Code, has been moved to
April 13, 2011.

As reported by the Troubled Company Reporter on January 18, 2011,
the U.S. Trustee is asking the U.S. Bankruptcy Court for the
District of New Jersey to dismiss or convert the Debtor's case due
to substantial or continuing loss to the estate.

Englewood Cliffs, New Jersey-based Martin Cadillac, LLC, filed for
Chapter 11 bankruptcy protection on June 25, 2010 (Bankr. D.N.J.
Case No. 10-29520).  Gregory S. Kinoian, Esq., and Paul S.
Hollander, Esq., at Okin, Hollander & DeLuca, LLP, represents the
Debtor.  Rabinowitz, Lubetkin & Tully, LLC, serves as attorney for
the Chapter 11 Trustee.  The Company estimated assets and debts at
$10 million to $50 million.


MASONITE INC: S&P Affirms 'BB-' Long-Term Corp. Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' long-term
corporate credit rating on Masonite Inc.  The outlook is stable.

"At the same time, we assigned our 'B+' issue-level rating, and
'5' recovery rating to Masonite International Corp.'s proposed
US$250 million senior unsecured notes.  The '5' recovery rating on
these notes indicates our expectation of modest (10%-30%) recovery
in the event of default.  Half of the proceeds from the notes will
be used to pay out a special dividend to existing shareholders and
the remaining will be used for acquisition purposes," S&P
explained.

"The rating on Masonite reflects our view of the company as one
of the world's largest door manufacturers, with historically
stable profitability and cash flow," said Standard & Poor's credit
analyst Jatinder Mall.  "These strengths are partially offset, in
our opinion, by Masonite's exposure to the cyclical North American
housing construction market, expectations of weak profitability
for the near term, and customer concentration," Mr. Mall added.

Masonite is one of the world's largest producers of both interior
and exterior doors, with a significant market share in its primary
North American market.  It has vertically integrated operations,
with 54 facilities in 13 countries.  North America accounts for
about two-thirds of company sales, while Europe and the rest of
the world account for the balance.

The stable outlook reflects Standard & Poor's expectations that,
given slow economic recovery, Masonite will continue to generate
modest positive cash flows and leverage will remain in the 3.0x-
3.5x range in the near term.  "While current operating margins are
supportive of the rating, we could lower the rating if operating
margins decline unexpectedly due to low housing starts in the U.S.
or if Masonite loses a major customer, leading to a leverage ratio
that is greater than 4x.  An upgrade would require meaningful
improvement in the U.S. housing construction market leading to
improved profitability and for Masonite to demonstrate that it can
sustain a leverage ratio of below 3x," S&P stated.


MATCHES, INC: Bernstein & Pinchuk Raises Going Concern Doubt
------------------------------------------------------------
Matches, Inc., filed on March 31, 2011, its annual report on Form
10-K for the fiscal year ended Dec. 31, 2010.

Bernstein & Pinchuk, LLP, in New York, expressed substantial doubt
about Matches, Inc.'s ability to continue as a going concern.  The
independent auditors noted that the Company has negative working
capital as of Dec. 31, 2010, and 2009.

The Company reported net income of $5.0 million on $79.9 million
of sales for 2010, compared with net income of $4.8 million on
$49.5 million of sales for 2009.

At Dec. 31, 2010, the Company's balance sheet showed $55.0 million
in total assets, $40.0 million in total liabilities, and
stockholders' equity of $15.0 million.

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

                       http://is.gd/IZDrdK

Based in Jiangsu Province, China, Matches, Inc. (MTXS.OB) is a
Wyoming corporation.  The Company acquired on Dec. 22, 2010,
Golden Stone Rising, Ltd., a British Virgin Islands Company, that,
through its PRC subsidiaries and controlled companies, is engaged
in the production, sale and distribution of polyester fiber in
China.  The PRC operating companies controlled by Golden Stone are
Suzhou Jinkai Textile Co., Ltd., and Suzhou Hangyu Textile Co.,
Ltd.  These businesses produce pre-oriented yarn as well as draw
texturing yarn, in various sizes and configurations.  Polyester
fiber is made from Polyethylene Terephthalate, commonly known as
PET, a thermoplastic polymer resin which is refined from oil.

The transaction was regarded as a reverse merger whereby Golden
Stone Rising was considered to be the accounting acquirer.  As
such, Golden Stone Rising (and its historical financial
statements) is the continuing entity for financial reporting
purposes.  The financial statements have been prepared as if
Golden had always been the reporting company and then on the share
exchange date, had reorganized its capital stock.


MESA AIR: Waterstone Entities Become Substantial Claimholders
-------------------------------------------------------------
As provided in a notice, dated March 9, 2011, (i) the affiliated
entities Waterstone Market Neutral Master Fund, Ltd., Waterstone
MF Fund, Ltd., and Prime Capital Master SPC, GOT WAT MAC
Segregated Portfolio, collectively; and (ii) Waterstone Market
Master Fund, Ltd., individually, have become substantial
claimholders with respect to claims against Mesa Air Group, Inc.
and its affiliated debtors.

As of Feb. 28, 2011, (i) the affiliated entities collectively
beneficially own claims in the aggregate principal amount of
$69,654,132 against the Debtors, and (ii) WMNM individually
beneficially owns claims in the aggregate principal amount of
$55,096,419 against the Debtors.

                            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: U.S. Bank Transfers Claims to Various Entities
--------------------------------------------------------
On March 3, 2011, the Bankruptcy Clerk recorded the transfer of
U.S. Bank National Association's claims to these entities:

                                                 Amount
Transferee               Claim No.            Transferred
----------               ---------            -----------
OHA Strategic Credit     1531, 1533, 1538,    $83,211,034
Master Fund, L.P.        1554, 1567, 1569,
                         1574 & 1590

OHA Strategic Credit     1531, 1533, 1538,    $22,900,314
Master Fund II, L.P.     1554, 1567, 1569,
                         1574 & 1590

Prime Capital Master     1530                    $294,552
SPC, GOT WAT MAC         1536                    $291,327
Segregated Portfolio     1537                    $284,796
                         1566                    $294,552
                         1572                    $291,327
                         1573                    $284,796

Waterstone MF Fund,      1530                  $2,167,907
Ltd.                     1536                  $2,144,169
                         1537                  $2,096,103
                         1566                  $2,167,907
                         1572                  $2,144,169
                         1573                  $2,096,103

Waterstone Market        1530                  $9,319,644
Neutral Master Fund,     1536                  $9,217,599
Ltd.                     1537                  $9,010,965
                         1566                  $9,319,644
                         1572                  $9,217,599
                         1573                  $9,010,965

Certain claims have been partially transferred to different
entities.

Claim Nos. 1566, 1572, 1573, 1530, 1536, and 1537 have been
allowed in the aggregate amount of $69,654,132 in accordance with
the Court's February 18, 2011 Order approving the settlement of
certain claims filed by U.S. Bank for the benefit of Agencia
Especial de Financiamento Industrial-Finame.

Claim Nos. 1574, 1538, 1567, 1531, 1590, 1554, 1569, and 1533
have been allowed in the aggregate amount of $106,111,348 in
accordance with the Court's February 18, 2011 Order approving the
settlement of certain claims filed by U.S. Bank for the benefit
of Finame.

An evidence of transfer was filed with the Court, showing that
U.S. Bank National Association, not in its individual capacity,
but solely as security trustee, unconditionally, irrevocably
sells, transfers, and assigns unto Blue Mountain Credit
Alternatives Master Fund, LP, BlueMountain Distressed Master
Fund, LP, BlueMountain Long/Short Credit Master Fund, LP, and
BlueMountain Timberline, Ltd. the Claim Nos. 1562, 1526, 1582,
1546, 1583, 1547, 1570, and 1534, which have been allowed in the
aggregate amount of $106,932,148.

To recall, U.S. Bank filed separate notices with the Court of its
intention to sell, trade or otherwise transfer certain claims
against the Debtors to several entities, including Blue Mountain.

On Feb. 28, 2011, the Bankruptcy Clerk recorded the transfer of
Claim Nos. 1393 and 1401, amending Claim Nos. 955 and 951, of
CIT Capital USA, Inc., to Corre Opportunities Fund, LP.

Claim Nos. 1393 and 1401 were filed by Wilmington Trust Company,
solely as a mortgagee, to the extent of $2,600,000 per claim -- a
total of $5,200,000 -- as assigned to CIT Capital.

                            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: ALPA Pilots Begin Talks for Competitive Package
---------------------------------------------------------
The pilots of Mesa Air Group (MAG), who are represented by the Air
Line Pilots Association, Int'l (ALPA), began negotiations with
management early March week for a competitive wage and benefits
package that recognizes the pilots' sacrifices and contributions
to the airline over the years, provides incentives to retain
qualified professionals, and makes Mesa the airline of choice for
prospective pilots.

"We are at a critical juncture and must act quickly to make the
necessary changes that will ensure the long-term viability of our
airline," said First Officer Marcin Kolodziejczyk, chairman
of the Mesa Air Group unit at ALPA.  "No longer is being 'the
cheapest' a guarantee to winning new business.  Mesa needs to
focus on rebuilding its brand as one that respects its pilots,
values our contributions, and continues to provide our partners
with a quality product.  The pilots have done their part by
consistently delivering outstanding service to our partners and
our passengers.  We expect Mesa management to do their part by
negotiating a fair agreement."

Much has changed since the pilots were last at the bargaining
table with MAG management.  In December 2008, the pilots narrowly
ratified a short-term agreement with significant work-rule
improvements that brought them in line with the industry in many
key areas.  However, provisions such as increasing captain pay
rates and improving health care and other benefits were not
addressed in those negotiations due to the precarious financial
situation of the company, and they remain at levels that were
negotiated in their 2003 contract.

A year ago, MAG entered into Chapter 11 bankruptcy protection; the
company recently emerged after restructuring the airline and its
fleet to meet the needs of its partners.  The union was actively
involved in working to protect pilots' rights while at the same
time ensuring the company's survival.  It was a painful process
that, among other things, resulted in hundreds of pilots being
furloughed, displaced from their bases, and/or downgraded from
captain to first officer.

Meanwhile, the pool of qualified, professional pilots is
shrinking, and industry analysts forecast a severe pilot shortage
within the next 10 years due to pilot retirements and the
decreasing number of new pilots entering the profession.
Competition for qualified pilots is already fierce, and many
regional and mainline carriers are currently hiring pilots on an
ongoing basis.  Several of these carriers have also made
significant improvements to their pilot agreements to assist them
in retaining and attracting qualified professionals.

The MAG pilots intend to make similar improvements to their
contract. MAG is now a stronger, leaner airline with an aggressive
plan to maintain current business, secure new business, and reward
senior management, aircraft lessors, suppliers, and other
shareholders.

"Mesa's pilots must also be rewarded for their contributions to
this airline, namely for our efforts in maintaining operational
excellence," said Mr. Kolodziejczyk.  "As one of the largest
stakeholders in Mesa, the pilots are an integral part to the
company's current and future plans, and we deserve to share
in its success."

ALPA represents nearly 53,000 pilots at 38 airlines in the United
States and Canada, including the nearly 1,400 pilots -- and 480
who are on furlough -- at Mesa Air Group.  Mesa Air Group includes
Mesa Airlines, Freedom Airlines, and go!, the company's
interisland carrier in Hawaii.  Pilots fly as United Express, US
Airways Express, and go!  For more information, visit
http://www.MesaPilots.com/

                            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).


MICHAEL H. CLEMENT: Debtor Didn't Have to Assume or Reject Lease
----------------------------------------------------------------
WestLaw reports that the lease provisions of a prepetition rental
and development agreement (RDA) between a Chapter 11 debtor and a
purchaser of its property did not give rise to a bona fide
"lease," of a kind which the court could deem rejected based on
the debtor's failure to assume it prior to the expiration of the
deadline set forth in the Bankruptcy Code for the debtor to assume
any unexpired nonresidential lease.  The RDA did not specify any
fixed term for this alleged lease, the debtor had owned property
for many years prior to executing the RDA, the RDA gave the debtor
the right to reacquire the property as long as the sales price
could be refunded, and the debtor had a right to remain on the
property, apparently forever, provided it could pay the purchaser
a fair rental rate.  In re Michael H. Clement Corp., --- B.R. ----
, 2011 WL 765550 (N.D. Cal.).

This ruling from the District Court affirms In re Michael H.
Clement Corp., 430 B.R. 549 (Bankr. N.D. Calif. 2009)
(Tchaikovsky, J.).

Michael H. Clement Corporation, based in Antioch, Calif., sought
chapter 11 protection (Bankr. N.D. Calif. Case No. 09-43502) on
Apr. 28, 2009.  James A. Tiemstra, Esq., in Oakland, Calif.,
represents the Debtor.  At the fime of the filing, the Debtor
estimated its assets at more than $1 million and its debts at less
than $1 million.


MICROFIELD GROUP: Incurs $308,108 Net Loss in 2010
--------------------------------------------------
EnergyConnect Group, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K, reporting a
net loss of $308,108 on $31.64 million of revenue for the year
ended Jan. 1, 2011, compared with a net loss of $3.22 million on
$19.92 million of revenue during the prior year.

The Company's balance sheet at Jan. 1, 2011, showed $15.92 million
in total assets, $11.31 million in total liabilities and
$4.61 million in total stockholders' equity.

RBSM LLP, in New York, noted that the Company is experiencing
difficulty in generating sufficient cash flow to meet its
obligations and sustain its operations, which raises substantial
doubt about its ability to continue as a going concern.

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

                      About Microfield Group

Headquartered in Portland, Oregon, Microfield Group, Inc. --
http://www.microfield.com/-- specializes in the installation of
electrical products and services, and in transactions between
consumers of electricity and the wholesale market.


MILBANK 509: Case Summary & 9 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Milbank 509 W 212, LLC
        509 W 212th Street
        New York, NY 10034-1701

Bankruptcy Case No.: 11-11595

Chapter 11 Petition Date: April 5, 2011

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

Debtor's Counsel: Thomas W. Williams, Esq.
                  16 Chestnut Street
                  Suffern, NY 10901
                  Tel: (201) 529-4420
                  Fax: (201) 529-1351
                  E-mail: krecio68@gmail.com

Scheduled Assets: $5,000,000

Scheduled Debts: $5,374,011

A list of the Company's nine largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/nysb11-11595.pdf

The petition was signed by Zohar Cohen.


MOOD MEDIA: S&P Assigns 'B' Corporate Credit Rating
---------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B' long-
term corporate credit rating to Toronto-based in-store media
provider Mood Media Corp.  The outlook is stable.

"We also assigned our 'B' issue-level rating (the same as the
corporate credit rating on the company) to Mood Media's proposed
first-lien secured debt (US$390 million term loan due 2018 and
US$25 million revolving credit facility due 2016).  We assigned
a recovery rating of '3' to the debt, indicating our expectation
of meaningful (50%-70%) recovery for creditors in the event of
default.  In addition, we assigned the proposed US$65 million
second-lien senior secured term debt due 2018 a 'CCC+' issue-level
rating (two notches below the corporate credit rating), and a '6'
recovery rating, indicating our expectation of negligible (0%-10%)
recovery for creditors in a default scenario," S&P said.

On March 24, 2011, Mood Media signed a definitive agreement to
acquire privately held South-Carolina-based Muzak Holdings LLC
for US$345 million, including up to US$30 million in earn-out
payments.  At closing, the acquisition will be financed with
US$305 million cash, US$5 million convertible unsecured
subordinated debentures due 2015, and warrants to purchase
Mood Media common shares.  The company will finance the cash
portion of the acquisition and repay its existing debt with
US$480 million in new bank debt.  "We expect the acquisition
to close shortly upon the necessary approvals," S&P stated.

"The ratings on Mood Media reflect our assessment of the
company's lack of business diversity, the noncritical nature
of its products, execution risk regarding integrating the two
businesses, high debt leverage upon completing the transaction,
and the threat of substitution from competing alternatives,"
said Standard & Poor's credit analyst Lori Harris.  "Partially
offsetting these factors in our view are the company's leading
global position in the business-to-business subscription music
industry, good pro forma EBITDA margin, and recurring revenue
base from multiyear contracts," Ms. Harris added.

The stable outlook on Mood Media reflects Standard & Poor's
expectation that the company will maintain its solid market
position as an in-store media provider and successfully integrate
Muzak, while pursuing a financial policy, a growth strategy, and
credit metrics in line with the ratings.  "We could lower the
ratings on Mood Media should the company experience significant
difficulties integrating Muzak, if its discretionary cash flow is
negative, if there is less than a 15% cushion within the financial
covenants, or if it does not achieve its organic revenue growth
targets.  Alternatively, we could raise the ratings if Mood Media
improves its operating performance on a sustainable basis while
strengthening its credit metrics, resulting in good covenant
cushion," S&P added.


MOSDOS CHOFETZ: U.S. Trustee Wants Case Dismissed or Converted
--------------------------------------------------------------
Steve Lieberman at LOHUD.COM reports that the U.S. Trustee asked
the judge to dismiss Mosdos Chofetz Chaim's bankruptcy claim or
convert it to Chapter 7.  According to the report, attorney Greg
Zipes, representing Trustee Tracy Hope Davis, argued in papers
that the yeshiva and its rabbi, Aryeh Zaks, can't produce a
reorganization plan to fund the housing complex or get the yeshiva
out of debts.  The legal filing also said that Mosdos Chofetz "did
not file its initial monthly operating report and has failed to
provide information about its tenants."

Mosdos Chefetz Chaim Inc. c/o Rabbi Aryeh Zaks filed for Chapter
11 bankruptcy protection on Jan. 18, 2011 (Banr. S.D. N.Y. Case
No. 11-22062).  Judge Robert D. Drain presides over the case.
Arnold Mitchell Greene, Esq., at Robinson Brog Leinwand Green
Genovese & Gluck P.C., represents the Debtor.  In its petition,
the Debtor disclosed $4,530,000 in assets, and $16,412,113 in
debts.


MOUNTAIN PROVINCE: Incurs C$1.56 Million Net Loss in 2010
---------------------------------------------------------
Mountain Province Diamonds Inc. filed with the U.S. Securities and
Exchange Commission its annual report on Form 20-F, reporting a
net loss for the period of C$1.56 million on C$122,950 of interest
income for the twelve months ended Dec. 31, 2010, compared with a
net loss for the period of C$1.53 million on C$36,782 of interest
income for the twelve months ended March 31, 2009.

The Company's balance sheet at Dec. 31, 2010 showed C$117.30
million in total assets, C$12.14 million in total liabilities and
C$105.16 million in total shareholders' equity.

A full-text copy of the annual report on Form 20-F is available
for free at http://is.gd/fM8iKw

                      About Mountain Province

Headquartered in Toronto, Canada, Mountain Province Diamonds Inc.
(TSX: MPV, NYSE AMEX: MDM) -- http://www.mountainprovince.com/--
is a Canadian resource company in the process of permitting and
developing a diamond deposit (the "Gahcho Kue Project" located in
the Northwest Territories of Canada.  The Company's primary asset
is its 49% interest in the Gahcho Kue Project.

                         *     *    *

In its Management's Discussion and Analysis of the Company's
interim consolidated financial statements for the three months
ended June 30, 2010, the Company said its ability to continue as a
going concern and to realize the carrying value of its assets and
discharge its liabilities is dependent on the discovery of
economically recoverable mineral reserves, the ability of the
Company to obtain necessary financing to fund its operations, and
the future production or proceeds from developed properties.
However, the Company adds that there is no certainty that the
Company will be able to obtain financing to fund its operations.
As a result, the Company says, there is substantial doubt as to
its ability to continue as a going concern.


NANCY'S TRUST: Case Summary & 5 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Nancy's Trust
        dba Nancy Allegro Trustee of Nancy's Trust
        dba Nancy Hughes Allegro Trust
        P.O. Box 180712
        Dallas, TX 75218

Bankruptcy Case No.: 11-32379

Chapter 11 Petition Date: April 5, 2011

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtor's Counsel: Eric A. Liepins
                  ERIC A. LIEPINS, P.C.
                  12770 Coit Rd., Suite 1100
                  Dallas, TX 75251
                  Tel: (972) 991-5591
                  Fax: (972) 991-5788
                  E-mail: eric@ealpc.com

Scheduled Assets: $2,255,000

Scheduled Debts: $985,717

A list of the Company's five largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/txnb11-32379.pdf

The petition was signed by Nancy Allegro, trustee.


NCO GROUP: Incurs $82.25 Million Net Loss in Dec. 31 Quarter
------------------------------------------------------------
NCO Group, Inc., reported a net loss of $82.25 million on
$390.31 million of revenue for the three months ended Dec. 31,
2010, compared with a net loss of $52.60 million on
$423.41 million of revenue for the same period during the prior
year.

The Company also reported a net loss of $155.71 million on
$1.60 billion of revenue for the year ended Dec. 31, 2010,
compared with a net loss of $88.14 million on $1.58 billion of
revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $1.23 billion
in total assets, $1.15 billion in total liabilities, and
$86.92 million in total stockholders' equity.

                        About NCO Group Inc.

Based in Horsham, Pennsylvania, NCO is a global provider of
business process outsourcing services, primarily focused on
accounts receivable management and customer relationship
management.  NCO has over 25,000 full and part-time employees who
provide services through a global network of over 100 offices.
The company is a portfolio company of One Equity Partners and
reported revenues of about $1.2 billion for the twelve month
period ended Sept. 30, 2007.

As reported by the Troubled Company Reporter on Feb. 2, 2011,
Moody's Investors Service downgraded NCO Group, Inc.'s CFR to Caa1
from B3 and changed the outlook to negative.  Simultaneously,
Moody's has also downgraded each of NCO's debt instrument ratings
by one notch and lower the Speculative Grade Liquidity rating to
SGL-4 from SGL3.  The downgrade reflects Moody's concern that
greater than expected revenue declines and continued earnings
pressure will extend beyond current levels due to deteriorating
consumer payment patterns and weaker volumes.  In addition,
Moody's expects financial flexibility will be further aggravated
by tightening headroom under its financial covenants and a
potential breach of covenants which will limit the company's
ability to draw upon its revolver.  Also, the company faces an
impending maturity on its $100 million senior secured revolving
credit facility due November of 2011.


NEONODE INC: KMJ Corbion Raises Going Concern Doubt
---------------------------------------------------
Neonode Inc., filed on March 31, 2011, its annual report on Form
10-K for the fiscal year ended Dec. 31, 2010.

KMJ Corbin & Company, LLP, in Costa Mesa, Calif., expressed
substantial doubt about Neonode Inc.'s ability to continue as a
going concern.  The independent auditors noted that the Company
has incurred significant operating losses and has used substantial
amounts of working capital in its operations since inception, and
at Dec. 31, 2010, has a working capital deficit of $9.9 million
and an accumulated deficit of $112.2 million.

The Company reported a net loss of $31.6 million on $440,000 of
revenues for 2010, compared with a net loss of $14.9 million on no
revenue for 2009.

At Dec. 31, 2010, the Company's balance sheet showed $1.2 million
in total assets, $11.1 million in total liabilities, and a
stockholders' deficit of $9.9 million.

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

                       http://is.gd/lVgHLE

Lafayette, Calif.-based Neonode Inc. (OTC BB: NEON)
-- http://www.neonode.com/-- provides optical touch screen
solutions for hand-held and small to midsize devices.


NEW STREAM: Investors Object to McKinsey's Breakup Fee
------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
New Stream Capital LLC will face opposition at an April 8 hearing
for approval of a $3.2 million break-up fee if an affiliate of
McKinsey & Co. Inc. doesn't end up buying the portfolio of life
insurance policies.  McKinsey is under contract for $127.5
million.

According to the report, creditors of New Stream's U.S. and Cayman
Islands funds, who say they invested more than $90 million, argue
that no breakup fee is required because McKinsey is already under
contract.  Further, there will be no auction because New Stream
intends to complete the sale as part of the prepackaged Chapter 11
plan it hopes will win approval at an April 25 confirmation
hearing.

The investors, Mr. Rochelle relates, explained to the judge how
there were only nine days of marketing before the contract with
McKinsey was signed in July.  The months since then further
demonstrate the lack of need for a breakup fee, the investors
argue.  The investors see no danger that McKinsey will walk away
from the purchases because it also offered financing for the
Chapter 11 case.

                         The Chapter 11 Plan

Objections to confirmation of the plan and to the adequacy of the
disclosure statement are due April 21, under the current schedule.
The bankruptcy judge ruled last week that the investors have the
right to object to the plan even though they are not directly
creditors of the New Stream companies in Chapter 11.

As reported in the March 16, 2011 edition of the Troubled Company
Reporter, before seeking bankruptcy protection, New Stream
negotiated a plan of reorganization with creditors.  The
prepackaged plan was "overwhelmingly approved" by investors.

In order to meet the timeline in a Plan Support Agreement and the
post-petition financing, the hearing to consider confirmation must
take place not later than May 12, 2011.

Over the last eight years, NSSC has invested primarily by making
loans and equity investments.  The aggregate indebtedness secured
by the investment portfolio of NSSC is approximately $688,412,974.
This debt is divided into two tranches.  The secured claims of the
NSSC Bermuda Lenders, in the approximate amount of $369,066,322,
have first priority over the secured claims of the Cayman Fund and
US Fund, which are parri passu; the claims of the Cayman Fund and
US Fund aggregate $319,346,652.

NSI is indebted to certain segregated account classes of the
Bermuda Fund in the approximate amount of $81,573,376.

The Plan is predicated on a rapidly executed sale of NSI's
portfolio of life settlement contracts on the terms set forth in
the asset purchase agreement with MIO Partners, Inc., an affiliate
of several investors in the US Fund and Cayman Funds.  MIO has
designated Limited Life Assets Master Limited and Limited Life
Assets Holdings Limited as the purchasers.

The Plan provides for both the implementation of this asset sale
and the allocation of the net proceeds among the Debtors' secured
creditors.

The Plan provided for the sale of the NSI Insurance Portfolio
either pursuant to a "Consensual Process" or a "Cramdown Process".
However, since Class 3 has voted to accept the Plan, the sale will
take place pursuant to the Consensual Process and the Debtors do
not presently intend to seek approval of the Insurance Portfolio
Sale pursuant to Section 363 of the Bankruptcy Code prior to
seeking confirmation of the Plan.

The Plan treats creditors as follows:

    -- NSI Bermuda Lenders under Class 1, owed $81,573,376, which
       have voted to accept the plan, will receive less than the
       full amount owed.  Payment will be from the net proceeds of
       the Insurance Portfolio Sale.

    -- NSSC Bermuda Lenders under Class 2, owed $396,066,322,
       which hold a first lien on the investment portfolio of
       NSSC, will (1) receive will receive a distribution from the
       remaining proceeds of the Insurance Portfolio Sale and (2)
       substantially all of the remainder of NSSC's assets, except
       for certain assets that are being released for the benefit
       of the Class 3 Claims.  They voted in favor the Plan.

    -- All holders of US-Cayman Claims, under Class 3, in the
       aggregate amount of $319,346,653, will each receive a
       percentage share of periodic distributions of the net
       proceeds from the liquidation of the common stock of North
       Star Financial Services Limited and specific assets and
       certain real estate and commercial loans (collectively
       identified as USC Wind Down Assets).  In addition, holders
       of Class 3 Claims who voted to accept the Plan, and thereby
       grant the third-party releases provided for in section 12.5
       of the Plan, will be entitled to receive a cash payment
       from the Global Settlement Fund upon the Plan's Effective
       Date.  Under the Global Settlement, the Purchaser and
       Creditors in Classes 1 and 2, in exchange for the "yes"
       vote and the third-party releases, have agreed to provide
       funding for cash payments (expected to aggregate
       $15 million) to Class 3 claimants.

    -- Holders of general unsecured claims against NSI and NSCI,
       under Classes 4(a) and (d), will be paid in full and are
       not impaired under the Plan.  Each holder of allowed
       general unsecured claim against NSC, in Class 4(c), will
       share, on a pro rata basis, in a cash distribution of.
       Holders of general unsecured claims against NSSC, in Class
       4(b), will not receive any distribution or retain any
       property on account of such Claims and pursuant to
       Bankruptcy Code Sec. 1126(g) this Class is deemed not to
       have accepted the Plan.

    -- Holders of the Class 5(a) Interests in NSI that are
       currently held by NSSC will continue to be held by NSSC and
       the Class 5(d) Interests in NSCI that are currently held by
       the Cayman Funds will continue to be held by the Cayman
       Funds.  Class 5(b) Interests in NSSC and Class 5(c)
       Interests in NSC will be extinguished and the Holders of
       Interests in Class 5(b) and Class 5(a) shall not receive or
       retain any property on account of such Interests.

Each holder of a claim in Classes 1, 2, 3 and 4(c) was entitled to
vote either to accept or reject the Plan

A copy of the Plan is available for free at:

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

A copy of the Disclosure Statement explaining the terms of the
Plan is available for free at:

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

                         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.


NMT MEDICAL: Delays Filing of 2010 Annual Report
------------------------------------------------
NMT Medical, Inc., informed the U.S. Securities and Exchange
Commission that it will be late in filing its annual report on
Form 10-K for the period ended Dec. 31, 2010.

As the Company reported in its quarterly filing on Form 10-Q for
the quarter ended Sept. 30, 2010, the Company's existing cash
resources were not sufficient to fund its business plans, as
currently constituted, beyond the fourth quarter of 2010.  In
response to this liquidity issue, the Company has streamlined its
operations and significantly curtailed expenses while, at the same
time, seeking sources of capital through potential debt and equity
financings or strategic transactions including the potential sale
of the Company.  The Company to date has not been able to raise
additional debt or equity capital and has continued to explore its
strategic options.  Although the Company's outside auditors
commenced its audit with respect to the year ended Dec. 31, 2010,
the completion of the audit was postponed by the Company.  The
Company does not anticipate its outside auditors to complete the
audit for the year ended Dec. 31, 2010 unless deemed prudent by
the Company to do so in light of the Company's strategic options.
There can be no assurance that a strategic transaction will be
consummated or that the Company will be able to engage an auditor
of its financial statements for the year ended Dec. 31, 2010.

                         About NMT Medical

Based in Boston, NMT Medical, Inc. (NASDAQ: NMTI) --
http://www.nmtmedical.com/-- is an advanced medical technology
company that designs, develops, manufactures and markets
proprietary implant technologies that allow interventional
cardiologists to treat structural heart disease through minimally
invasive, catheter-based procedures.

The Company's balance sheet at Sept. 30, 2010, showed
$7.78 million in total assets, $9.75 million in total liabilities,
and a stockholders' deficit of $1.97 million.

The Company has incurred losses from operations during each of the
past two fiscal years and has experienced decreasing sales over
those time periods.  The Company also incurred a loss from
operations of $10.71 million for the nine months ended
Sept. 30, 2010.  The Company has also had negative operating
cash flows over the comparable periods, have approximately
$3.40 million in cash, cash equivalents and marketable securities
as of Sept. 30, 2010, and has an accumulated deficit of
$59.21 million as of Sept. 30, 2010.


NNN SIXTH: Case Summary & Largest Unsecured Creditor
----------------------------------------------------
Debtor: NNN Sixth Avenue West 2, LLC, a Delaware Limited Liability
        Company
        P.O. Box 127
        Yellow Spring, WV 26865

Bankruptcy Case No.: 11-17475

Chapter 11 Petition Date: April 5, 2011

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

Judge: Howard R. Tallman

Debtor's Counsel: Daniel K. Usiak, Jr., Esq.
                  GASPER LAW GROUP
                  128 S. Tejon Street, Suite 202
                  Colorado Springs, CO 80903
                  Tel: (719) 633-1960
                  Fax: (719) 633-1004
                  E-mail: usiaklaw@yahoo.com

Scheduled Assets: $420,000

Scheduled Debts: $9,982,805

The petition was signed by Lynn Golemon, sole member.

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

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
US Bank NA                         Undivided Interest   $2,982,805
US Bankcorp Center
800 Nicollet Mall
Minneapolis, MN 55402


NO FEAR RETAIL: Secures Interim Financing Approval
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that No Fear Retail Stores Inc. overcame opposition from
the creditors' committee and was given interim approval for
financing it said is necessary to acquire adequate inventory.  The
final hearing on the $3 million of DIP financing from Hilco Brands
LLC and Infinity FS Brands is set for April 18.  The creditors
raised concerns about the bankruptcy loan, saying there was a
better offer from a rival lender.  The Creditors Committee also
called the loan "extremely expensive on every possible level" and
questioned whether the loan would provide No Fear's operations
with "any meaningful liquidity."

                      About No Fear Retail

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

No Fear filed for Chapter 11 bankruptcy protection (Bankr. S.D.
Calif. Case No. 11-02896) on Feb. 24, 2011.  David S. Kupetz,
Esq., at Sulmeyer, Kupetz, A Professional Corp, serves as the
Debtor's bankruptcy counsel.  The Debtor estimated its assets at
$10 million to $50 million and debts at $1 million to $10 million
as of the Chapter 11 filing.

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

As reported by the Troubled Company Reporter on March 25, 2011,
Tiffany L. Carroll, the U.S. Trustee for Region 15, appointed
three creditors to serve on the Creditors Committee.


NORTHWESTERN STONE: Wants to Use McFarland Cash Collateral
----------------------------------------------------------
Northwestern Stone, LLC, seeks court authority to use additional
cash collateral as is required to operate its business.

The Debtor states in court papers that, in order to pay necessary
operating expenses, it must use cash collateral in which McFarland
State Bank has interest.

The Debtor say it has previously provided these forms of adequate
protection to McFarland for its use of the cash collateral:

   -- a replacement lien on all postpetition accounts receivable
      pursuant to Section 361(2) of the Bankruptcy Code;

   -- maintaining adequate insurance coverage on all personal
      property and assets, and adequately insured against any
      potential loss;

   -- providing McFarland with financial reports on a monthly
      basis;

   -- only expending cash collateral pursuant to a budget;

   -- payment of all postpetition taxes; and

   -- maintaining in good condition and repairing all collateral
      in which McFarland has an interest.

A copy of the Cash Collateral Motion, together with the Budget, is
available for free at LINK!!!!

                   About Northwestern Stone

Middleton, Wisconsin-based Northwestern Stone, LLC, operates a
gravel quarry business at four separate locations: one in
Sauk County (Swiss Valley Road, Prairie de Sac), and three in Dane
County (4373 Pleasant View Road, Middleton, 6166 Ramford Court,
Springfield, and 3060 Getz Road, Springdale).   It filed for
Chapter 11 bankruptcy protection (Bankr. W.D. Wis. Case No. 10-
19137) on Dec. 16, 2010.  The Debtor estimated its assets and
debts at $10 million to $50 million.  Timothy J. Peyton, Esq., who
has an office in Madison, Wisconsin, serves as the Debtor's
bankruptcy counsel.  Grobe & Associates, LLP, serves as the
Debtor's accountants.  Claire Ann Resop of von Briesen & Roper,
S.C., represents the Official Committee of Unsecured Creditors as
legal counsel.


NORTHWESTERN STONE: To Sell Springfield Quarry for $4.2-Mil.
------------------------------------------------------------
Northwestern Stone, LLC, seeks court authority to sell one of its
real estate asset known as the Springfield Quarry to Lycon, Inc.,
for $4.2 million.

Lycon offered to purchase the property and the offer to purchase
is contingent upon testing of the property consisting of drilling,
at the buyer's expense, to determine the quality and quantity of
aggregate materials and environmental testing.  The contingency is
to be satisfied by the buyer.  The contingency is also contingent
upon confirmation that the property is properly zoned and the
entry of a court order approving the sale.

The property will be sold free and clear of liens, claims and
encumbrances.  The Debtor believes it is receiving a reasonable
and fair value for the quarry, the quarry having been appraised by
Evergreen State Bank, a mortgage holder against the property at
$1.1 to $1.6 million and by the Debtor at $3.8 million.

                   About Northwestern Stone

Middleton, Wisconsin-based Northwestern Stone, LLC, operates a
gravel quarry business at four separate locations: one in
Sauk County (Swiss Valley Road, Prairie de Sac), and three in Dane
County (4373 Pleasant View Road, Middleton, 6166 Ramford Court,
Springfield, and 3060 Getz Road, Springdale).   It filed for
Chapter 11 bankruptcy protection (Bankr. W.D. Wis. Case No. 10-
19137) on Dec. 16, 2010.  The Debtor estimated its assets and
debts at $10 million to $50 million.  Timothy J. Peyton, Esq., who
has an office in Madison, Wisconsin, serves as the Debtor's
bankruptcy counsel.  Grobe & Associates, LLP, serves as the
Debtor's accountants.  Claire Ann Resop of von Briesen & Roper,
S.C., represents the Official Committee of Unsecured Creditors as
legal counsel.


NOVELOS THERAPEUTICS: Delays Filing of 2010 Annual Report
---------------------------------------------------------
Novelos Therapeutics, Inc., informed the U.S. Securities and
Exchange Commission that the information necessary for the timely
filing of the Company's Form 10-K for the year ended Dec. 31, 2010
could not be compiled and processed within the prescribed time
period without undue effort and expense.  The Company undertakes
the responsibility to file such annual report no later than
fifteen days after its original due date.

                     About Novelos Therapeutics

Newton, Mass.-based Novelos Therapeutics, Inc. (OTC BB: NVLT)
-- http://www.novelos.com/-- is a biopharmaceutical company
developing oxidized glutathione-based compounds for the treatment
of cancer and hepatitis.

The Company's balance sheet at Sept. 30, 2010, showed
$3.49 million in total assets, $6.36 million in total current
liabilities, $375,000 in commitments and contingencies,
$13.77 million in redeemable preferred stock, and a stockholders'
deficit of $17.01 million.  Stockholders' deficit was
$16.1 million at June 30, 2010.

As reported in the Troubled Company Reporter on April 8, 2010,
Stowe & Degon LLC, in Westborough, Mass., expressed substantial
doubt about the Company's ability to continue as a going concern,
following its 2009 results.  The independent auditors noted of the
Company's continuing losses and stockholders' deficiency at
Dec. 31, 2009.


NOWAUTO GROUP: Taps Shelly as New Auditor After Semple Withdrawal
-----------------------------------------------------------------
The Board of Directors of NowAuto Group, Inc., was notified by
registered mail that Semple, Marchal, and Cooper was withdrawing
as its independent auditor.  The Board of Directors of the Company
and the Company's Audit Committee accepted the resignation of
Semple, Marchal, and Cooper.  None of the reports of Semple,
Marchal, and Cooper on the Company's financial statements for
either of the past two years or subsequent interim period
contained an adverse opinion or disclaimer of opinion, or was
qualified or modified as to uncertainty, audit scope or accounting
principles, except that the Company's audited financial statements
contained in its Form 10-K for the fiscal year ended June 30, 2010
a going concern qualification in the registrant's audited
financial statements.

During the Company's two fiscal years and the subsequent interim
period thru March 14, 2011, there were no disagreements with
Semple, Marchal, and Cooper whether or not resolved, on any matter
of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which, if not resolved
to Semple, Marchal, and Cooper's satisfaction, would have caused
it to make reference to the subject matter of the disagreement in
connection with its report on the Company's financial statements.

On April 1, 2011, the Company engaged Shelly International CPA as
its independent accountant.  During the two most recent fiscal
years and the interim periods preceding the engagement, the
Company has not consulted Shelly International CPA regarding any
of the matters set forth in Item 304(a)(2)(i) or (ii) of
Regulation S-B.

                     About NowAuto Group, Inc.

Phoenix, Ariz.-based NowAuto Group, Inc. (NAUG:PK and NWAU.PK)
operates two buy-here-pay-here used vehicle dealerships in
Arizona.  The Company manages all of its installment finance
contracts and purchases installment finance contracts from a
select number of other independent used vehicle dealerships.

The Company's balance sheet at Dec. 31, 2010, showed $4.7 million
in total assets, $14.2 million in total liabilities, and a
stockholders' deficit of $9.5 million.

As reported in the Troubled Company Reporter on Oct. 12, 2010,
Semple, Marchal & Cooper, LLP, in Phoenix, Ariz., expressed
substantial doubt about NowAuto Group's ability to continue as a
going concern, following the Company's results for the fiscal year
ended June 30, 2010.  The independent auditors noted that the
Company has suffered recurring losses from operations and has a
net capital deficiency.


OPTIMUMBANK HOLDINGS: Delays Filing of 2010 Annual Report
---------------------------------------------------------
OptimumBank Holdings, Inc., informed the U.S. Securities and
Exchange Commission that finalization of its audited financial
statements for the fiscal year ended Dec. 31, 2010 has been
delayed as a result of the preparation of new disclosures
requiring significantly more information about credit quality in
the Company's loan portfolio required by new FASB Accounting
Pronouncement ASU No. 2010-20.  In addition, the Company's
continued operating losses and decline in regulatory capital
require the preparation of expanded disclosures regarding
regulatory matters.  The Company anticipates filing its Annual
Report on Form 10-K as soon after March 31, 2011 as is feasible
and within the 15-day period from that date as provided by Rule
12b-25 promulgated under the Securities Exchange Act of 1934.

                    About OptimumBank Holdings

Fort Lauderdale, Fla.-based OptimumBank Holdings, Inc. is a
is a one-bank holding company and owns 100% of OptimumBank, a
state (Florida)-chartered commercial bank.  The Bank offers a
variety of community banking services to individual and corporate
customers through its three banking offices located in Broward
County, Florida.  The Bank's wholly-owned subsidiaries are OB Real
Estate Management, LLC, OB Real Estate Holdings, LLC, OB Real
Estate Holdings 1503, LLC, and OB Real Estate Holdings 1695, LLC,
all of which were formed in 2009.  OB Real Estate Management, LLC,
is primarily engaged in managing foreclosed real estate.  OB Real
Estate Holdings, LLC, OB Real Estate Holdings 1503, LLC, and OB
Real Estate Holdings 1695, LLC, hold and dispose of foreclosed
real estate.

The Company's balance sheet at Sept. 30, 2010, showed
$202.74 million in total assets, $198.22 million in total
liabilities, and stockholders' equity of $4.52 million.

OptimumBank is currently operating under a Consent Order issued by
the Federal Deposit Insurance Corporation ("FDIC") and the State
of Florida Office of Financial ("OFR"), effective as of April 16,
2010.  As of Sept. 30, 2010, the Bank was considered
"undercapitalized" under these FDIC requirements.  As an
"undercapitalized" institution, the Bank is subject to
restrictions on capital distributions, payment of management fees,
asset growth and the acceptance, renewal or rollover of brokered
and high-rate deposits.  In addition, the Bank must obtain prior
approval of the FDIC prior to acquiring any interest in any
company or insured depository institution, establishing or
acquiring any additional branch office, or engaging in any new
line of business.

"The Bank [OptimumBank] has experienced recent and continuing
increases in nonperforming assets, declining net interest margin,
increases in provisions for loan losses, continuing high levels of
noninterest expenses related to the credit problems, and eroding
regulatory capital which raise substantial doubt about the Bank's
ability to continue as a going concern," the Company said in its
Form 10-Q for the quarter ended Sept. 30, 2010.


OUTSOURCE HOLDINGS: Section 341(a) Meeting Scheduled for May 6
--------------------------------------------------------------
The U.S. Trustee for Region 6 will convene a meeting of Outsource
Holdings, Inc.'s creditors on May 6, 2011, at 11:00 a.m.  The
meeting will be held at Federal Building, 819 Taylor Street, FTW
341 Room 7A24, Fort Worth, Texas.

This is the first meeting of creditors required under Section
341(a) of the U.S. Bankruptcy Code in all bankruptcy cases.
All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

                       About Outsource Holdings

Outsource Holdings, owner of the Jefferson Bank, filed a Chapter
11 petition (Bankr. N.D. Tex. Case No. 11-41938) in Forth Worth,
Dallas, to sell the bank to MidSouth Bancorp Inc. under 11 U.S.C.
Sec. 363.

The Debtor's only significant asset is its ownership of all of the
outstanding capital stock of Jefferson Bank, which is a state bank
with five branch locations in the Dallas/Fort Worth metroplex.

MidSouth Bancorp said its subsidiary, MidSouth Bank, N.A., has
entered into an agreement with Jefferson Bank and First Bank &
Trust Company to acquire five Jefferson Bank branches located in
the Dallas-Fort Worth, Texas area.  As part of the branch
acquisition, MidSouth expects to acquire approximately $70 million
in loans and to assume over $150 million in deposits.  MidSouth
anticipates that the acquisition will be completed before July 31,
2011.

Jeff P. Prostok, Esq., at Forshey & Prostok, LLP, serves as the
Debtor's bankruptcy counsel.  The Debtor estimated its assets and
debts at $10 million to $50 million.


PHOENIX FOOTWEAR: Delays Filing of 2010 Annual Report
-----------------------------------------------------
Phoenix Footwear Group, Inc., notified the U.S. Securities and
Exchange Commission that it will be unable to file its Annual
Report on Form 10-K for the fiscal year ended Jan. 1, 2011, by the
deadline without unreasonable effort or expense.  The Company said
it was unable to compile all required financial information and
needs additional time to prepare a complete filing.  The Company
presently intends to file its Form 10-K within the fifteen day
extension period, following the prescribed due date.

                       About Phoenix Footwear

Based in Carlsbad, California, Phoenix Footwear Group, Inc. (NYSE
Amex: PXG) specializes in quality comfort women's and men's
footwear with a design focus on fitting features.  Phoenix
Footwear designs, develops, markets and sells footwear in a wide
range of sizes and widths under the brands Trotters(R),
SoftWalk(R), and H.S. Trask(R).  The brands are primarily sold
through department stores, leading specialty and independent
retail stores, mail order catalogues and internet retailers and
are carried by approximately 650 customers in more than 900 retail
locations throughout the U.S.  Phoenix Footwear has been engaged
in the manufacture or importation and sale of quality footwear
since 1882.

The Company's balance sheet at Oct. 2, 2010, showed $10,837,000
in total assets, $6,760,000 in total liabilities, and $4,077,000
in stockholders' equity.

As reported by the Troubled Company Reporter on Nov. 29, 2010, the
Company said in its quarterly report on Form 10-Q for the period
ended Oct. 2, 2010, that the severe global recession has been
challenging during the past two years and has dramatically
affected the Company's business as it is dependent on consumer
demand for its products.  During this time, the Company has faced
significant working capital constraints as the result of the
decline in sales, expenditures, and obligations associated with
its restructuring and diminished borrowing capacity.  These
factors, together with net losses and negative cash flows during
the past three fiscal years, raise substantial doubt about the
Company's ability to continue as a going concern.


POSTMEDIA NETWORK: S&P Assigns 'BB' Rating on Sr. Secured Loan
--------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB'
issue-level rating to Postmedia Network Inc.'s US$365 million
first-lien senior secured term loan C due 2016.  Standard &
Poor's also assigned its '1' recovery rating to the term loan,
indicating an expectation of very high (90%-100%) recovery in the
event of a default.  The company will use the proceeds from the
new term loan to repay the company's previous first-lien senior
secured debt.

"In addition, we affirmed our 'B+' long-term corporate credit
rating on Postmedia, and our 'B' issue-level rating on the
company's second-lien debt.  The '5' recovery rating on second-
lien debt is unchanged," S&P said.

"At the same time, we withdrew the 'BB' issue-level ratings and
'1' recovery ratings on the company's US$300 million first-lien
senior secured term loan due 2016 and C$110 million first-lien
senior secured term loan due 2015," according to S&P.

Postmedia completed an amendment to its credit agreement, which
included the issuance of a new US$365 million first-lien senior
secured term loan C due 2016, the proceeds of which were used to
repay the company's previous first-lien term debt (US$300 million
term loan due 2016 and C$110 million term loan due 2015).  In
addition, the amendment included lower pricing on the company's
first-lien debt and looser financial covenants.

"The ratings on Postmedia reflect our assessment of the company's
weak business risk profile as reflected in its participation in
the challenging newspaper publishing industry, which is
characterized by declining advertising and circulation revenues,
electronic substitution, and pricing pressures," said Standard &
Poor's credit analyst Lori Harris.  "We believe the newspaper
industry will face long-term secular challenges related to market
share erosion toward online and other forms of advertising.
Partially offsetting these factors, in our opinion, are the
company's good market position in Canadian newspaper publishing,
solid credit protection measures for the ratings, and improved
profitability because of cost-cutting efforts," Ms. Harris added.

The negative outlook reflects Standard & Poor's ongoing concerns
about the challenges Postmedia faces given weak revenues and
difficult industry fundamentals.  Downward pressure on the ratings
could result from deterioration in the company's operations,
resulting in adjusted debt to EBITDA above 4x at fiscal 2011 or a
less than 10% cushion within the financial covenants.  "We could
revise the outlook to stable if the company demonstrates
sustainable improvement in its operating performance, while
strengthening its credit measures, including adjusted debt to
EBITDA of about 3.5x, which should result in adequate covenant
cushion," S&P added.


PRECISION OPTICS: Maturity of 10% Sr. Notes Extended to April 15
----------------------------------------------------------------
Precision Optics Corporation, Inc., entered into a Purchase
Agreement, as amended on Dec. 11, 2008, with certain accredited
investors pursuant to which the Company sold an aggregate of
$600,000 of 10% Senior Secured Convertible Notes.  The Investors
amended the Notes on several dates to extend the "Stated Maturity
Date" of the Notes.  On March 31, 2011 and April 1, 2011, the
Investors further amended the Notes to extend the "Stated Maturity
Date" to April 15, 2011.  The Company believes the Investors will
continue to work with the Company to reach a positive outcome on
the Note repayment.

                      About Precision Optics

Gardner, Mass.-based Precision Optics Corporation, Inc.
(OTC BB: PEYE) -- http://www.poci.com/-- designs, develops,
manufactures and sells specialized optical systems and components
and optical thin-film coatings.  The Company conducts business in
one industry segment only and its customers are primarily
domestic.  The Company's products and services fall into two
principal areas: (i) medical products for use by hospitals and
physicians; and (ii) advanced optical system design and
development services and products used by industrial customers.

The Company's balance sheet at Dec. 31, 2010 showed $1.33 million
in total assets, $1.98 million in total current liabilities and a
$646,334 stockholders' deficit.

                       Going Concern Doubt

Stowe & Degon LLC, in Westborough, Mass., expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company has suffered
recurring net losses and negative cash flows from operations.

The Company has sustained recurring net losses for several years.
As of June 30, 2010, the Company has an accumulated deficit of
$38.4 million.  As of June 30, 2010, cash and cash equivalents
were $416,040, accounts receivable were $505,200, and current
liabilities were $2.1 million.  The Company anticipates that
deferred officers' salaries and director consulting expenses
accrued at June 30, 2010, will be settled by issuing restricted
common stock rather than by cash payments.  These deferred amounts
included in current liabilities at June 30, 2010, total roughly
$574,000.


PRESSURE BIOSCIENCES: Recurring Losses Prompt Going Concern Doubt
-----------------------------------------------------------------
Pressure BioSciences, Inc., filed on March 31, 2011, its annual
report on Form 10-K for the fiscal year ended Dec. 31, 2010.

Marcum LLP, in Boston, Mass., expressed substantial doubt about
Pressure BioSciences' 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 a net loss of $3.1 million on $1.3 million of
revenues for 2010, compared with a net loss of $2.6 million on
$1.2 million of revenues for 2009.

At Dec. 31, 2010, the Company's balance sheet showed $2.6 million
in total assets, $781,097 in total liabilities, and stockholders'
equity of $1.8 million.

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

                       http://is.gd/qDsc17

South Easton, Mass.-based Pressure BioSciences, Inc.
-- http://www.pressurebiosciences.com/-- is focused on the
development and sale of instrumentation and consumables based on a
novel, enabling technology called Pressure Cycling Technology
(PCT).


R&S ST. ROSE: Owes $36 Million to Failed Colonial Bank
------------------------------------------------------
R & S St. Rose LLC together with its sister company, R & S St.
Rose Lenders LLC, filed voluntary petitions for Chapter 11
reorganization.

Steve Green at the Las Vegas Sun notes that R & S St. Rose
disclosed in court filings that it owes $12 million to its sister
company, R & S St. Rose Lenders.  It owes another $36 million to
the failed Colonial Bank, though it's unclear if that claim is now
owned by the Federal Deposit Insurance Corp. or to Branch Banking
& Trust Corp., which took over some of the Colonial Bank loans.

Records show the R & S St. Rose companies are controlled by
investors Saiid Forouzan Rad and Phillip Nourafchan.

The Las Vegas Sun recounts that in 2005, R & S St. Rose purchased
the property at issue for $45 million with plans to re-sell it
within one year to Centex Homes for $54 million, court records
show.  In 2006, Centex chose not to exercise its option to buy the
property and forfeited its deposit.  The funding for the purchase
came from a $12 million loan from R & S St. Rose Lenders, a
$29 million loan from Colonial Bank and $8.1 million in deposits
from Centex, records show.  R & S St. Rose Lenders, in its filing,
listed the $12 million note from R & S St. Rose as an asset
against liabilities of $19.7 million.

According to the Las Vegas Sun, in 2008, Las Vegas attorneys
Robert Murdock and Eckley Keach sued both R & S St. Rose
companies, Rad, Nourafchan and others charging they had loaned a
combined $600,000 to the project after they and other investors
were solicited to invest in it -- but that the R & S St. Rose
entities had falsely represented exactly which entity owned the
property and provided other incorrect information, says Mr. Green.
The attorneys also charged in their suit that the
R & S entities had diluted their position in the project by
encumbering it with additional debt without their authorization
-- and failed to repay the attorney's notes when they came due in
2006.  Those allegations were denied, but Keach eventually won a
$1 million judgment in the lawsuit and Murdock was awarded
$166,000. R & S St. Rose is appealing.

The Las Vegas Sun relates that another lawsuit was filed in 2009
by investor George Nyman, who complained that in 2005 he invested
$300,000 with R & S St. Rose Lenders in the form of a promissory
note secured by a deed of trust -- but that the defendants later
failed to make required interest payments and failed to repay his
principal.  That lawsuit complained R & S St. Rose Lenders LLC
"improperly and against its self interest and the interest of its
lenders failed to foreclose the deed of trust securing its
interest in the property."

In October, Bankruptcy Judge Mike Nakagawa in Las Vegas dismissed
an involuntary Chapter 7 bankruptcy liquidation petition filed
against R & S St. Rose LLC by Branch Banking & Trust Corp., noting
uncertainties over whether the Colonial Bank loan had been assumed
by Branch Banking or the FDIC.

                       About R & S St. Rose

R & S St. Rose LLC owns 38 undeveloped acres on the north side of
St. Rose Parkway.   The land now valued at $16.8 million is
between Jeffreys and Spencer streets, west of Eastern Avenue.

R & S St. Rose Lenders, LLC, and R & S St. Rose, LLC, filed
Chapter 11 petitions (Bankr. D. Nev. Case Nos. 11-14973 and 11-
14974) on April 4, 2011.  Zachariah Larson, Esq., at Larson &
Stephens, in Las Vegas, serves as counsel to the Debtors.

R & S St. Rose Lenders scheduled $12,041,574 in assets and
$19,688,291 in liabilities as of the Chapter 11 filing.  R & S St.
Rose, LLC, scheduled $16,821,500 in assets and $48,293,866 in
liabilities as of the Petition Date.

The Chapter 11 case summary for R & S St. Rose is in the April 6,
2011 edition of the Troubled Company Reporter.


RADIANT OIL: Delays Filing of 2010 Annual Report
------------------------------------------------
Radiant Oil & Gas, Inc., said that is unable to file its Annul
Report on Form 10-K for the period ended Dec. 31, 2010 within the
prescribed time period due to its difficulty in completing and
obtaining required financial and other information without
unreasonable effort and expense.

                      About Radiant Oil & Gas

Houston, Tex.-based Radiant Oil & Gas, Inc., seeks to develop,
produce, and acquire oil and natural gas properties along the Gulf
Coasts of Texas and Louisiana and on the Outer Continental Shelf
of the United States.

The Company's balance sheet at Sept. 30, 2010, showed
$3.27 million in total assets, $6.85 million in total liabilities,
and a stockholders' deficit of $3.58 million.

"The Company had a working capital deficit of $5.99 million and an
accumulated deficit of $4.70 million as of Sept. 30, 2010.
These factors which raise substantial doubt about our ability to
continue as a going concern," the Company said in its Form 10-Q
for the third quarter of 2010.


RAINES LENDERS: Posts $140,042 Net Loss in 2010
-----------------------------------------------
Raines Lenders, L.P., filed on March 31, 2011, its annual report
on Form 10-K for the fiscal year ended Dec. 31, 2010.  The
financial statements submitted by the partnership are unaudited.

The Company reported a net loss of $140,042 on interest earned of
$4,586 for 2010, compared with a net loss of $189,169 on interest
earned of $1,696 for 2009.

At Dec. 31, 2010, the Partnership's balance sheet showed
$2.0 million in total assets, $1.1 million in total liabilities,
and partners' equity of $910,280.

"The Partnership has suffered recurring losses from operations and
has a net working capital deficiency at Dec. 31, 2010, that raises
substantial doubt about its ability to continue as a going
concern," the Partnership said in the filing.  "If funds are not
sufficient in 2011, the General Partner may defer the collection
of fees for certain affiliated expenses, reduce administrative and
all other costs, including suspension of the outside audit review
and may provide advances until cash becomes available."

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

                       http://is.gd/R6rhHt

Nashville, Tenn.-based Raines Lenders, L.P., is a Delaware limited
partnership.  The General Partner of the Partnership is 222
Raines, Ltd., a Tennessee limited partnership, whose general
partner is 222 Partners, Inc.

The Partnership's primary business is to develop and sell certain
undeveloped real estate in Memphis, Tennessee.

At Dec. 31, 2010, the Partnership was holding approximately 175
acres of partially developed land on Raines Road in Memphis,
Tennessee, adjacent to the Memphis International Airport.  The
Property is zoned for a wide variety of light industrial,
warehouse, office-warehouse and distribution uses.


RASER TECHNOLOGIES: Delays Form 10-K; Sees $100-Mil. Net Loss
-------------------------------------------------------------
Raser Technologies, Inc., filed with the U.S. Securities and
Exchange Commission a Form 12b-25 with respect to its Annual
Report on Form 10-K for the period ended Dec. 31, 2010.  The
Company said it needs additional time to complete the accounting
work required for the financial reports to be included and the
MD&A discussion based upon such financial reports, and to include
all the executive compensation information that otherwise would be
included in its proxy statement.

The Company anticipates that it will report a net loss of between
$99.0 million and $107.3 million for the year ended Dec. 31, 2010
as compared to a net loss of $20.2 million for the year ended
Dec. 31, 2009.

The increase in the Company's net loss for the year ended Dec. 31,
2010 was due primarily to a significant increase in expenses as a
result of an impairment of the Company's Thermo No. 1 plant that
occurred in the second quarter of 2010 totaling $52.2 million.
During the third quarter of 2010 the Company commenced the
solicitation process of the sale of its Thermo No. 1 plant, or an
interest therein.  Based on the solicitation process and further
evaluation of the performance of the plant, the Company reduced
the value of the Thermo No. 1 plant and expensed an additional
$15.7 million of capitalized costs during the fourth quarter of
2010.  The Company estimates that the fair value of the Thermo No.
1 plant, less selling costs at Dec. 31, 2010, total $14.4 million.
The Company also incurred an impairment charge of other long-lived
assets during the fourth quarter of 2010 totaling $2.1 million.
The Company incurred additional interest expense during the year
ended Dec. 31, 2010.  This increase is primarily due to the
Company's required buy-down and make-whole payment that resulted
from being unable to operate the Thermo No. 1 plant at designed
capacity by July 9, 2010.  As a result, on July 9, 2010, the
Company paid $27.0 million to the debt holder of the 7.00% senior
secured note (non-recourse) to reduce the outstanding principal
and interest balance of the note by approximately $20.0 million
and to settle the agreed upon make-whole amount of approximately
$7.0 million.   Accordingly, the unamortized deferred finance fees
associated with the issuance of the 7.00% senior secured note were
also expensed proportionately to the decrease in principal balance
of the related note totaling $6.1 million.  Gain on derivative
decreased $5.9 million for the year ended Dec. 30, 2010, compared
to 2009 due primarily to the fair values of the Company's
derivative instruments declined at a lower rate than in 2009.  The
Company also incurred a loss on the partial extinguishment of
10.00% unsecured line of credit due to issuing warrants with
shares of the Company's common stock to settle the debt totaling
$0.9 million.

The Company's revenues increased $2.0 million to $4.2 million for
the year ended Dec. 31, 2010 as compared to $2.2 million for the
year ended Dec. 31, 2009.  This increase in revenue is primarily
due to operating the Thermo No. 1 plant for the entire calendar
year in 2010 as compared to nine months in the prior year and
increasing production to 6 MW in 2010.  Total operating expenses
for the year ended Dec. 31, 2010 were $23.6 million compared to
$27.6 million for the year ended Dec. 31, 2009.  The Company's
operating activities were significantly lower during 2009
resulting primarily from decreased staffing levels and decreased
use of outside consultants to focus efforts reducing the Company's
overall operating expenses.  On Nov. 19, 2010, the Company sold
certain of its Transportation and Industrial business segment
assets to VIA Motors for $2.5 million in cash, the assumption of
certain liabilities totaling $1.0 million and the issuance to the
Company of approximately 39% of the shares of VIA Motors common
stock which was diluted to approximately 31% on Dec. 31, 2010.
The Company has been unable to complete its fair value estimates
of the transaction and unable to estimate the gain on the sale of
the Company's Transportation and Industrial business segment or
the Company's equity method loss relating to the Company's VIA
Motors Investment at this time.

Management anticipates that the Auditor's report on the Company's
financial statements will again express doubt about the Company's
ability to continue as a going concern.  The audit report filed
with the Company's Form 10-K for the fiscal year ended Dec. 31,
2009 also expressed doubt about the Company's ability to continue
as a going concern.

                     About Raser Technologies

Provo, Utah-based Raser Technologies, Inc. (NYSE: RZ)
-- http://www.rasertech.com/-- is an environmental energy
technology company focused on geothermal power development and
technology licensing.  Raser's Power Systems segment develops
clean, renewable geothermal electric power plants with one
operating plant in southern Utah and eight active and early stage
projects in four western United States: Utah, New Mexico, Nevada
and Oregon, as well as a concession for 100,000 acres in
Indonesia.  Raser's Transportation and Industrial segment focuses
on extended-range plug-in-hybrid vehicle solutions and using
Raser's award-winning Symetron(TM) technology to improve the
torque density and efficiency of the electric motors and drive
systems used in electric and hybrid-electric vehicle powertrains
and industrial applications.

                           *     *     *

Hein & Associates LLP, in Denver, Colo., 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 has suffered recurring losses, has used significant
cash for operating activities since inception, has significant
purchase commitments in 2010 and has a lack of sufficient working
capital.

Raser Technologies did not make the $2.2 million semi-annual
interest payment due October 1, 2010, on its 8% Convertible Senior
Notes Due 2013.

The Company satisfied the semi-annual interest payment obligation
after receiving $1.10 million from the Thermo No. 1 plant escrow
funds and $1.15 million from a loan with Evergreen Clean Energy,
LLC, late in October 2010.

The Company's balance sheet at Sept. 30, 2010, showed
$57.68 million in total assets, $107.26 million in total
liabilities, and a stockholders' deficit of $49.58 million.


RASER TECHNOLOGIES: In Talks to Avoid Default Under 8% Sr. Notes
----------------------------------------------------------------
Raser Technologies, Inc., sold 8% Convertible Senior Notes Due
2013 having an aggregate principal amount of $55 million on
March 26, 2008.  The terms of the Notes required a semi-annual
interest payment of $2.2 million on April 1, 2011, although the
Company has until May 1st to make the interest payment before
there is Event of Default under the indenture for the Notes that
would permit the holders of the Notes to accelerate the maturity
date or take any action to enforce the Notes.

The Company has not made the April 1st interest payment.  At this
time, the Company cannot provide any assurance that the payment
will be made on or before May 1st or at all.

The Company has initiated discussions with the holders of more
than a majority of the outstanding principal amount of the Notes
to discuss proposals that would modify the repayment terms of the
Notes.  The discussions with the holders of the Notes are part of
the Company's comprehensive and ongoing efforts to modify the
terms of substantially all of the Company's outstanding
indebtedness to reduce the overall amount of Company debt and
achieve more favorable repayment terms for the remaining debt.
There can be no assurance that the Company will reach a definitive
agreement with the holders of the Notes regarding a forbearance or
modification that would avoid an Event of Default under the
indenture for the Notes, the terms upon which any such agreement
will be reached, or that requisite consents will be obtained and
requisite conditions will be satisfied.

                     About Raser Technologies

Provo, Utah-based Raser Technologies, Inc. (NYSE: RZ)
-- http://www.rasertech.com/-- is an environmental energy
technology company focused on geothermal power development and
technology licensing.  Raser's Power Systems segment develops
clean, renewable geothermal electric power plants with one
operating plant in southern Utah and eight active and early stage
projects in four western United States: Utah, New Mexico, Nevada
and Oregon, as well as a concession for 100,000 acres in
Indonesia.  Raser's Transportation and Industrial segment focuses
on extended-range plug-in-hybrid vehicle solutions and using
Raser's award-winning Symetron(TM) technology to improve the
torque density and efficiency of the electric motors and drive
systems used in electric and hybrid-electric vehicle powertrains
and industrial applications.

                           *     *     *

Hein & Associates LLP, in Denver, Colo., 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 has suffered recurring losses, has used significant
cash for operating activities since inception, has significant
purchase commitments in 2010 and has a lack of sufficient working
capital.

Raser Technologies did not make the $2.2 million semi-annual
interest payment due Oct. 1, 2010, on its 8% Convertible Senior
Notes Due 2013.

The Company satisfied the semi-annual interest payment obligation
after receiving $1.10 million from the Thermo No. 1 plant escrow
funds and $1.15 million from a loan with Evergreen Clean Energy,
LLC, late in October 2010.

The Company's balance sheet at Sept. 30, 2010, showed
$57.68 million in total assets, $107.26 million in total
liabilities, and a stockholders' deficit of $49.58 million.


REFLECT SCIENTIFIC: Mantyla McReynolds Raises Going Concern Doubt
-----------------------------------------------------------------
Reflect Scientific, Inc., filed on March 31, 2011, its annual
report on Form 10-K for the fiscal year ended Dec. 31, 2010.

Mantyla McReynolds, LLC, in Salt Lake City, Utah, expressed
substantial doubt about Reflect Scientific's ability to continue
as a going concern.  The independent auditors noted that the
Company has experienced recurring losses from operations and
negative operating cash flows from operations, and is in default
on its debentures, which matured June 30, 2009.

The Company reported a net loss of $1.8 million on $2.4 million of
revenues for 2010, compared with a net loss of $4.9 million on
$3.4 million of revenues for 2009.

At Dec. 31, 2010, the Company's balance sheet showed $4.5 million
in total assets, $4.1 million in total liabilities, and
stockholders' equity of $447,060.

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

                       http://is.gd/OUre4Y

Orem, Utah-based Reflect Scientific, Inc., is engaged in the
manufacture and distribution of innovative products targeted at
the life science market.  Customers include hospitals and
diagnostic laboratories, pharmaceutical and biotech companies,
universities, government and private sector research facilities,
and chemical and industrial companies.


REGENERX BIOPHARMA: Reznick Group Raises Going Concern Doubt
------------------------------------------------------------
RegeneRx Biopharmaceuticals, Inc., filed on March 31, 2011, its
annual report on Form 10-K for the fiscal year ended Dec. 31,
2010.

Reznick Group, P.C., in Vienna, Va., expressed substantial doubt
about RegeneRx's ability to continue as a going concern.  The
independent auditors noted that the Company has experienced
negative cash flows from operations since inception and is
dependent upon future financing in order to meet its planned
operating activities.

The Company reported a net loss of $5.0 million on $849,539 of
sponsored research revenue for 2010, compared with a net loss of
$6.5 million on no revenue for 2009.

At Dec. 31, 2010, the Company's balance sheet showed $4.2 million
in total assets, $616,639 in total liabilities, all current, and
stockholders' equity of $3.6 million.

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

                       http://is.gd/NeWytw

Rockville, Md.-based RegeneRx Biopharmaceuticals, Inc.
(OTC BB: RGRX) -- http://www.regenerx.com/-- is a
biopharmaceutical company focused on the development of a novel
therapeutic peptide, Thymosin beta 4, or TB4, for tissue and organ
protection, repair, and regeneration.


REPUBLIC MORTGAGE: Fitch Downgrades IFS Rating to 'BB'
------------------------------------------------------
Fitch Ratings has removed from Rating Watch Negative and
downgraded Republic Mortgage Insurance Company's (RMIC) Insurer
Financial Strength (IFS) rating to 'BB' from 'BBB-'.  The Rating
Outlook is Negative.

The downgrade of the IFS rating is driven primarily by RMIC's
comparatively weak capital levels, continued operating losses and
uncertain business prospects.  It resolves Fitch's placement of
the Rating on Negative Watch, which occurred on March 7, 2011.
RMIC's weak capital ratios are reflective of Fitch's view that the
insurer's delinquent risk-in-force is currently greater than its
total capital resources (comprised of policyholders' surplus,
contingency reserve and loss & loss adjustment expense reserve).
At year-end 2010, RMIC's total capital resources represented just
78% of its delinquent risk-in-force, the lowest ratio among the
six active U.S. mortgage insurers.  At 28.4:1, the company's
consolidated risk-to-capital ratio is the highest among its peers
and is above the 25.0:1 level mandated by some state regulators.

In light of breaching its regulatory risk-to-capital limits, RMIC
has been able to negotiate waivers with its primary regulator in
North Carolina and a number of other states that have a risk-to-
capital requirements, allowing the company to write new business
in those jurisdictions.  Additionally, the company has also
received permission from Fannie Mae and Freddie Mac (together the
GSEs) to write business out of Republic Mortgage Insurance Company
of North Carolina, which had a risk-to-capital ratio of 23.3:1 as
of Dec. 31, 2010.

While Fitch looks at RMIC's rating on a stand-alone basis,
additional capital contributions from Old Republic International
Corp. (ORI), RMIC's parent, would be viewed positively.  However,
management has not indicated a willingness to provide the level of
support necessary to achieve higher ratings, in Fitch's opinion.
ORI has not downstreamed any capital to RMIC since the first half
of 2009, even as capital levels have continued to deteriorate.
Fitch has recently downgraded ORI's Issuer Default Rating (IDR) to
'BBB', partially due to continued losses at RMIC.

Although RMIC's delinquencies have started to show positive
trends, Fitch expects the company to experience operating losses
for the foreseeable future.  The operating environment in the
mortgage insurance industry remains highly uncertain, particularly
in light of recent regulatory proposals dealing with housing
reform.

Loans with mortgage insurance were not included in the definition
of a Qualified Residential Mortgage (QRM) in the securitization
risk retention rule proposed by regulators last week.  The
proposed rule is open for comment for the next 60 days and is
still subject to change.  This exclusion likely would not have an
immediate effect on RMIC and its peers because loans guaranteed by
the GSEs will be exempt from the risk retention rule while they
are in conservatorship.  However, if the GSEs are wound down over
the longer term, the exclusion of mortgage insurance from the QRM
definition could significantly impact new business volumes, in
Fitch's view.  Fitch further believes that the significant levels
of rescissions and claim denials over the last several years have
had a negative impact on the relationship between the mortgage
insurers and the mortgage lenders they serve.

As reflected in the Negative Outlook, the operating environment
in the mortgage insurance industry remains highly uncertain.
Most players are expected to continue reporting losses for the
foreseeable future and the implications from broader housing
reform are not yet clear.  While RMIC continues to write new
business, its market share declined in 2010, placing it last
among its peers.

Factors that could have negative rating implications for
RMIC's rating include: lack of additional capital contributions
in light of the company's shrinking capital resources, further
deterioration in the insured portfolio, or inability to obtain
approval from the GSEs and/or state regulators to continue writing
new business. An increased level of support from ORI may have
positive implications for the rating or Outlook; however, Fitch
does not believe this is a likely scenario at the present time.

RMIC, domiciled in North Carolina, is the lead U.S. mortgage
insurance operating company of ORI.  As of Dec. 31, 2010, RMIC was
the fifth-largest mortgage insurer in the U.S. with $18 billion of
risk-in-force.

Fitch has removed from Rating Watch Negative and downgraded this
rating:

Republic Mortgage Insurance Company

   -- IFS to 'BB' from 'BBB-'.

The Rating Outlook is Negative.


RHI ENTERTAINMENT: Consummates Prepackaged Chapter 11 Plan
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that RHI Entertainment Inc. implemented on April 1 the
Chapter 11 reorganization plan that the bankruptcy court confirmed
two days earlier.  The plan had been accepted before the Chapter
11 filing in December by all of the second-lien debt and 94% of
the first-lien obligations.  It reduces debt by about $300
million.

A copy of the Plan, as modified March 15, 2011, is available for
free at:

   http://bankrupt.com/misc/RHIEntertainment_AmdPlan_031511.pdf

                       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.


RUBICON FINANCIAL: Recurring Losses Prompt Going Concern Doubt
--------------------------------------------------------------
Rubicon Financial Incorporated filed on March 31, 2011, its annual
report on Form 10-K for the fiscal year ended Dec. 31, 2010.

Weaver & Martin, LLC, in Kansas City, Mo., expressed substantial
doubt about Rubicon Financial's ability to continue as a going
concern.  The independent auditors noted that the Company has
suffered recurring losses and had negative cash flows from
operations.

The Company reported a net loss of $577,124 on $14.4 million of
revenue for 2010, compared with a net loss of $467,960 on
$12.4 million of revenue for 2009.

At Dec. 31, 2010, the Company's balance sheet showed $5.2 million
in total assets, $3.0 million in total liabilities, and
stockholders' equity of $2.2 million.

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

                       http://is.gd/7FjVAr

Irvine, Calif.-based Rubicon Financial Incorporated (OTC BB: RBCF)
is a financial services holding company.  The Company operates
primarily through Newport Coast Securities, Inc., a fully-
disclosed broker-dealer, which does business as Newport Coast
Asset Management as a registered investment advisor and dual
registrant with the Securities and Exchange Commission and Newport
Coast Securities insurance general agency.

The Company offers: insurance; investment banking services for
small to mid-sized companies; securities market making; investment
management and financial planning; and retail and institutional
brokerage services.  Each subsidiary providing these services is
an individually licensed corporation doing business under the
parent holding company.


RYLAND GROUP: Awaits Final Approval of Derivative Suit Settlement
-----------------------------------------------------------------
The Superior Court for the State of California for the County of
Los Angeles entered an order providing for preliminary approval of
a settlement in connection with the derivative complaint, City of
Miami Police Relief and Pension Fund v. R. Chad Dreier, et al.  In
its order, the Court also approved the form of notice relating to
the Settlement, and set a hearing date of June 6, 2011 at 11:00
a.m. to consider whether to grant final approval of the
Settlement.

The Complaint named as defendants certain current and former
directors and officers of The Ryland Group, Inc.  The Complaint
alleged that these individual defendants breached their fiduciary
duties to the Company from 2003 to 2008 by not adequately
supervising Ryland business practices relating to its mortgage
business and by not ensuring that proper internal controls were
instituted and followed.  The individual defendants have denied
the claims made in the Complaint and make no admission of any
wrongdoing in connection with the Settlement.  If approved by the
Court at the hearing scheduled to take place on June 6, 2011, the
Settlement will result in the dismissal with prejudice of the
Complaint, in exchange for the implementation of certain corporate
governance measures as disclosed in the Notice of Pendency and
Proposed Settlement, payment of $1 million to the Company by the
insurance carriers to the Company and the individual defendants
under the Company's directors and officers insurance, and payment
of attorneys' fees awarded to the plaintiffs' attorneys, if any.

                        About Ryland Group

Headquartered in Calabasas, California, The Ryland Group, Inc.
(NYSE: RYL) -- http://www.ryland.com/-- is one of the nation's
largest homebuilders and a leading mortgage-finance company.
Since its founding in 1967, Ryland has built more than 285,000
homes and financed more than 240,000 mortgages.  The Company
currently operates in 15 states and 19 homebuilding divisions
across the country and is listed on the New York Stock Exchange
under the symbol "RYL."

The Company's balance sheet at Dec. 31, 2010 showed $1.65 billion
in total assets, $1.09 billion in total liabilities, and
$561.66 million in total equity.

                           *     *      *

As reported by the Troubled Company Reporter on June 21, 2010,
Fitch Ratings has affirmed Ryland Group, Inc.'s ratings -- Issuer
Default Rating at 'BB'; and Senior unsecured debt at 'BB'.  The
Rating Outlook has been revised to Stable from Negative.

Ryland Group carries Moody's "Ba3" corporate family rating, "Ba3"
probability of default rating, "Ba3" senior unsecured notes
rating, and "SGL-2" speculative grade liquidity rating.  Ryland
Group carries Standard & Poor's Ratings Services' 'BB-' corporate
credit and senior unsecured note ratings.


SAIBABA CORPORATION: Case Summary & 6 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Saibaba Corporation
        112 Manor Row
        Pooler, GA 31322

Bankruptcy Case No.: 11-40722

Chapter 11 Petition Date: April 5, 2011

Court: United States Bankruptcy Court
       Southern District of Georgia (Savannah)

Debtor's Counsel: R. Brandon Galloway, Esq.
                  GALLOWAY & GALLOWAY, PC
                  P.O. Box 674
                  Pooler, GA 31322
                  Tel: (912) 748-9100
                  Fax: (912) 748-9109
                  E-mail: amanda@gallowaylaw.com

Estimated Assets: $0 to $50,000

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/gasb11-40722.pdf

The petition was signed by Bharat Gandhi, president.


SAINT VINCENTS: Court OKs Sale of Manhattan Campus for $260-Mil.
----------------------------------------------------------------
Saint Vincent's Catholic Medical Centers of New York announced on
April 7, 2011, that the U.S. Bankruptcy Court for the Southern
District of New York has approved the $260 million sale of Saint
Vincent's Manhattan campus, including the historic O'Toole
Building, to the Rudin family and the North Shore-LIJ Health
System.  Structured with the leadership of Grant Thornton LLP's
Corporate Advisory & Restructuring Services practice, the deal
establishes a stand-alone 24-hour emergency center and ambulatory
surgery facility in New York's Greenwich Village area.

For the storied healthcare system, which rose to prominence in the
1980s for its AIDS and HIV treatment programs as well as the first
response hospital for the 9/11 tragedy, under the loyal
stewardship of the Sisters of Charity, the ground-breaking
transaction provides the potential for a full range of critical
care and medical treatment services to New York residents who live
and work in the surrounding areas of Manhattan's westside.
Negotiated amid one of the largest and most complex bankruptcy
proceedings in the healthcare industry, the resulting deal
represents the culmination of a successful process led by Grant
Thornton's National Managing Principal Mark E. Toney, who is the
Chief Restructuring Officer (CRO) of Saint Vincent's.

"This transaction is a positive outcome for the residents of
Manhattan's Greenwich Village neighborhood and surrounding
communities. The Saint Vincent's team including our counsel,
Kramer Levin Naftalis & Frankel LLP (Kramer Levin), have worked
very closely with the Rudin family and the North Shore-LIJ Health
System to create a long-term healthcare solution serving the lower
downtown New York community with the building of this critical
care center. We had to balance the interests of a wide range of
constituents involved in Saint Vincent's court-supervised
restructuring process," said Mark Toney.  He added, "While Saint
Vincent's continues to be saddened by the ultimate closure, we are
pleased that we could collectively provide an opportunity to bring
a 21st Century, new healthcare model to the area."

The new critical care center will provide a free standing
emergency department, employing more than 300 medical
professionals and physicians that are expected to treat 72,000
patients annually.  As part of the transaction, North Shore-LIJ
will invest $110 million in the project, including a contribution
by the Rudin family of $10 million to help offset redevelopment
costs for the new healthcare facility.  In addition, the Rudin
family will invest in the development and building of new
residential and retail space on the eastside of Seventh Avenue and
to build a new park of open space on the triangle parcel of land.

Mr. Toney and several members of the Grant Thornton team have
overseen the onsite operations and management of the Saint
Vincent's medical system since January 2010 when Toney was
appointed CRO and Grant Thornton partner, Steve Korf, was
appointed CFO.  At the time, the multi-facility inpatient and
outpatient healthcare system was struggling to rein in rising
healthcare costs, after having posted operating losses and revenue
declines following its emergence from its first bankruptcy process
in 2007, which left it saddled with more than $1 billion in
liabilities.

As crisis and interim management of Saint Vincent's, Grant
Thornton and Saint Vincent's lead counsel, Kramer Levin, worked
together on numerous initiatives to first attempt to preserve the
healthcare system, including obtaining interim funding and
identifying a potential new sponsor.  When no parties were stepped
forward to provide a full service hospital, the team moved to
secure the continuity of care and protection of patients in an
orderly closure.

Mr. Toney further said that he is "appreciative of the collective
and collaborative efforts of all the key stakeholders and their
professionals in the case. The collaboration has resulted in
multiple benefits including continuity of patient care, a complex
closure executed with compassion and respect, an increased
recovery for its creditors, and ultimately the transaction with
North Shore-LIJ and the Rudin family that potentially
reestablishes modern healthcare in lower Manhattan."

                 About Grant Thornton LLP's Corporate
                 Advisory & Restructuring Services

Grant Thornton LLP's Corporate Advisory & Restructuring Services
(CARS) group includes more than 60 professionals in six offices in
the U.S. and over 700 restructuring professionals around the
world.  The group's professionals possess extensive experience
with both bankruptcy and out-of-court restructuring, spanning many
industries, including financial services, energy, automotive,
gaming and hospitality, healthcare, manufacturing, real estate and
retail. Our clients include debtors, lenders, individual creditors
and creditor committees, in addition to officers and directors and
the boards and committees involved with corporate governance.

                       About Grant Thornton LLP

The people in the Grant Thornton International Ltd firms provide
personalized attention and the highest quality service to public
and private clients in more than 100 countries. Grant Thornton LLP
is the U.S. member firm of Grant Thornton International Ltd, one
of the six global audit, tax and advisory organizations of Grant
Thornton International, which is comprised of over 100 member
firms, with 2,500 partners and 30,000 professionals and staff.

                         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.


SALPARE BAY: Has Until Today to File Disclosure Statement
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Oregon set April 8,
2011, as deadline for Salpare Bay LLC to file a disclosure
statement explaining a Chapter 11 plan.

The Debtor previously said it needs more time to allow it to
finalize the terms of the settlement with J.E. Dunn Northwest Inc.
et al.  The terms of the settlement will be incorporated into the
disclosure statement and plan.

                        About Salpare Bay

Vancouver, Washington-based Salpare Bay LLC operates a
condominium.  Salpare Bay filed for Chapter 11 bankruptcy
protection on June 7, 2010 (Bankr. D. Ore. Case No. 10-35333).
Tara J. Schleicher, Esq., who has an office in Portland, Oregon,
represents the Debtor.  The Company estimated assets and debts at
$10 million to $50 million.

A creditors committee has not been appointed in this case.


SATELITES MEXICANOS: Files Prepack Plan to Cut Debt by $110-Mil.
----------------------------------------------------------------
Satelites Mexicanos SA, the Mexican satellite company, filed for
bankruptcy court protection in the U.S. (Bankr. D. Del. Lead Case
No. 11-11035) with a restructuring plan supported by noteholders.

Satmex, based in Mexico City, has sought bankruptcy protection for
the second time in less than five years.  Satmex first filed for
bankruptcy in August 2006 in New York and exited four months later
with a plan to repay creditors owed about $743 million with new
debt and equity.

In bankruptcy court filings this week in Delaware, the Company
disclosed $441.6 million in assets and $531.6 million in debt as
of March 23.  Two affiliates, Alterna'TV Corporation and
Alterna'TV International Corp., also sought court protection.

Satmex announced late March that it had reached an agreement with
the holders of more than two-thirds of the outstanding principal
amount of its first priority senior secured notes due 2011 and
second priority senior secured notes due 2013 to support a
prepackaged plan.  The first-priority noteholders are owed about
$238.2 million, and the second-priority noteholders are owed about
$201.9 million.

Patricio E. Northland, chief executive officer of the Debtors,
said in a court filing that the primary purposes of the
prepackaged plan are to (i) create a sustainable capital structure
for the Debtors; (ii) provide the financing to replace the Satmex
5 satellite with a new satellite, Satmex 8, (iii) better position
Satmex to enter into value-enhancing and other strategic
transactions, such as the replacement of the Solidaridad 2
satellite with a new satellite, Satmex 7, and (iv) enhance
customer and employee relationships, confidence, and loyalty.

The restructuring will reduce the amount of Satmex's outstanding
indebtedness by approximately $110 million and extending maturity
of its secured indebtedness to 2017.  The consummation of Plan
will significantly de-leverage the Satmex's balance sheet, reduce
its interest expense, and help fund the Satmex 8 program.  The
Debtors anticipate that trade creditors will not be affected by
the balance sheet restructuring, and the Debtors expect to be able
to continue to pay all of their trade creditors who continue to
provide normal trade credit terms in the ordinary course of
business, subject to bankruptcy court approval.

                       The Chapter 11 Plan

Mr. Northland, the CEO, relates that the restructuring outlined in
the Plan represents the culmination of more than a year of intense
negotiations with the Debtors' largest constituencies and the
Mexican government.  The Plan, he says, represents the best
possible alternative for all constituents of the Debtors' estates,
he asserts.

A copy of the Plan is available for free at:

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

A copy of the Disclosure Statement is available for free at:

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

The salient terms of the Plan are:

   -- First priority noteholders owed $328 million, whose debt is
      secured by substantially all of the Debtors' assets and
      matures in 2011, will receive payment in full in cash of all
      outstanding principal and accrued but unpaid interest at the
      applicable non-default rate of 12% per annum under the terms
      of the First Priority Notes, without penalty or premium, as
      of the Effective Date of the Plan.  The first priority
      noteholders will receive interest payments in cash pursuant
      to an agreement on the use of cash collateral.  These
      noteholders are impaired and were entitled to vote on the
      Plan.

   -- The second priority noteholders, whose $140 million debt is
      also secured by substantially all of the Debtors' assets,
      can have their debt converted into direct or indirect equity
      of Reorganized Satmex, plus have the option of participating
      in a rights offering and follow-on rights offering for
      equity in Reorganized Satmex.  As an alternative, the second
      priority noteholders have the option to "cash out," by
      receiving $0.38 for each dollar of their claim on or about
      the Effective Date of the Plan.  These noteholders are
      impaired and were entitled to vote on the Plan.

   -- All holders of allowed claims against the Debtors, including
      employees, trade creditors, and other priority and non-
      priority creditors, will be paid in the ordinary course.
      The creditors shall be paid in cash in full, on or as soon
      as possible after the Effective Date of Plan.  These
      creditors are unimpaired and are deemed to accept the Plan.

   -- The current equity of Satmex will be purchased by certain
      holders of Second Priority Notes.  Holdsat Mexico S.A.P.I.
      de C.V. and Satmex International B.V., a wholly-owned
      subsidiary of Satmex Investment Holdings OP Ltd., and Satmex
      Investment Holdings L.P., will purchase 100% of the current
      equity in Satmex for a purchase price of up to
      $6.25 million.  The purchase price for the equity will be
      funded in part by the proceeds of Satmex's rights offering.
      Upon consummation of this transaction, which is expected to
      occur shortly before the Plan goes effective, the existing
      equity in Satmex will be cancelled, redeemed, diluted, or
      converted, as the case may be, at an extraordinary meeting
      of the new shareholders of Satmex.

                       Proposed Timeline

The Debtors aim for a quick Chapter 11 case, targeting an
emergence before June 2011:

    Commencement of Solicitation         March 8, 2011

    Voting Deadline                      April 4, 2011

    Petition Date                        April 6, 2011

    Mailing of Summary and Notice and
      Notice of Hearing                  April 8, 2011

    Objection Deadline                   May 6, 2011

    Combined Hearing Date                May 11, 2011

    Effective Date of Plan             May 24, 2011

                    $421 Million in Financing

The proposed restructuring is being funded by more than
$421 million in financing for which the Debtors obtained
prepetition commitments.

* $325 Million Exit Debt Financing

As part of the restructuring and to help fund its emergence from
bankruptcy, Satmex will obtain $325 million in exit financing from
new senior secured notes due 2017 or bridge financing.  The
Debtors have obtained a commitment to fully fund the debt
financing from Jefferies Finance LLC.

If provided by Jefferies, the bridge loans will bear interest at a
rate per annum equal to the three-month LIBOR, adjusted quarterly,
plus a spread of 8.50% (the "Rate").  The Rate will increase by
(i) 75 basis points upon the 90-day anniversary of the Closing
Date, plus (ii) an additional 75 basis points upon each subsequent
90-day anniversary following the initial 90-day anniversary of the
Bridge Closing Date. Interest on the Bridge Loans (excluding
default interest, if any) shall not exceed an agreed upon cap and
(ii) shall not at any time be less than 10.0% per annum, in each
case, without giving effect to any default interest.

* $96 Million Rights Offering

The Company will also conduct a rights offering of the reorganized
company's equity to raise about $96.25 million.  Under the Plan,
holders of second priority notes are entitled to receive:

   * their pro rata share of equity interests representing 7.146%
     of the economic interests in Reorganized Satmex, plus and
     opportunity to participate in the rights offering, whereby a
     holder of second priority notes may exercise

   * rights to subscribe for their pro rata share of equity
     interests representing 85.753% of the economic interests in
     Reorganized Satmex; and

   * rights to subscribe for their pro rata share of equity
     interests issued in respect of a follow-on equity offering,
     within 18 months after the Effective Date.

The terms of the exit financing have been negotiated closely with
the representatives of more than 66-2/3% of the Second Priority
Notes, who will be among those that become the largest holders of
equity in Reorganized Satmex under the terms of the Plan.  These
noteholders have fully backstopped the offering of Primary Rights,
which may be exercised for an aggregate purchase price of up to
$96.25 million.

                   Bankruptcy Professionals

Lazard and its Mexican alliance partner, Alfaro, Davila y Rios,
S.C. are serving as financial advisors to Satmex.  Greenberg
Traurig is serving as U.S. counsel and Santamarina y Steta and
Rubio Villegas & Asociados are serving as the Company's Mexican
counsels.

Jefferies & Company, Inc. is serving as the financial advisor to
certain holders of the second priority notes.  Ropes & Gray LLP is
serving as U.S. counsel and Cervantes Sainz as Mexican counsel to
this group.

Dechert LLP is serving as U.S. counsel to certain holders of the
first priority notes.  Galicia Abogados, S.C. is serving as
Mexican counsel to this group.

Bracewell & Giuliani LLP is serving as counsel to the Series B
Directors of Satmex's Board.  Kuri Brena Sanchez Ugarte y Aznar is
local Mexican counsel for the Series B Directors.

Morgan, Lewis & Bockius LLP is counsel to the Secretariat of
Communications and Transport for the government of Mexico ("SCT").
Casares, Castelazo, Frias, Tenorio y Zarate, SC., is local Mexican
counselt to the SCT and Detente Group is the financial advisor to
the SCT.

Latham & Watkins LLP is counsel to Jefferies Finance LLC, which is
providing the exit financing.  Creel, Garcia-Cuellar, Aiza y
Enriquez is local Mexican counsel for Jefferies Finance.

                         About Satmex SAB

Satelites Mexicanos, S.A. de C.V., (Satmex) is a Mexico-based
Rovider of fixed satellite services in the Americas, with coverage
to more than 90% of the population to the Americas, including more
than 45 nations and territories.  Satmex also provides Latin
American television programming in the United States.

One of only two privately managed FSS providers based in Latin
America, Satmex has a fleet comprised of three satellites.  Satmex
5 and Satmex 6 generate the adjusted EBITDA for Satmex.  A third
satellite, Solidaridad 2, is inclined orbit but does not generate
any adjusted EBITDA.  Construction of Satmex 8 is expected to be
completed by July 2012.  Satmex also intends to pursue plans for a
new satellite, to be named Satmex 7.


SATELITES MEXICANOS: Case Summary & 30 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Satelites Mexicanos, S.A. de C.V.
        Paseo de la Reforma, #222, Fl 20, 21
        Col. Juarez Delegacion Cuauhtemoc
        C.P. 06600
        D.F.
        Mexico

Bankruptcy Case No.: 11-11035

Affiliates that simultaneously filed separate Chapter 11
petitions:

        Debtor                          Case No.
        ------                          --------
Alterna'TV International Corporation    11-11034
Alterna'TV Corporation                  11-11033

Chapter 11 Petition Date: April 6, 2011

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

Judge: Christopher S. Sontchi

Debtor's Counsel: Victoria Watson Counihan, Esq.
                  GREENBERG TRAURIG, LLP
                  The Nemours Building
                  1007 North Orange Street, Suite 1200
                  Wilmington, DE 19801
                  Tel: (302) 661-7000
                  Fax: (302) 661-7360
                  E-mail: bankruptcydel@gtlaw.com

Debtors'
Investment
Bank:             LAZARD FRERES & CO. LLC

Debtors'
Financial
Advisor:          ERNST & YOUNG LLP

Debtors' Special
Mexican Corporate
and Regulatory
Counsel:          RUBIO VILLEGAS & ASOCIADOS, S.C.

Debtors' Claims
and Notice Agent: EPIQ BANKRUPTCY SOLUTIONS

Fin'l Advisor
to Supporting
2nd Lien
Noteholders:      JEFFERIES & COMPANY, INC.

US Counsel to
Supporting
2nd Lien
Noteholders:      ROPES & GRAY LLP

Mexican
Counsel to
Supporting
2nd Lien
Noteholders:      CERVANTES SAINZ

U.S. Counsel to
Supporting Holders
of First
Priority
Notes:            DECHERT LLP

Mexican
Counsel to
Supporting
Holders
of First
Priority Notes:   GALICIA ABOGADOS, S.C.

U.S. Counsel to
Series B.
Directors:        BRACEWELL & GIULIANI LLP

Mexican
Counsel to
Series B.
Directors:        KURI BRENA SANCHEZ UGARTE Y AZNAR

U.S. Counsel
for SCT for
Mexico Govt:      MORGAN, LEWIS & BOCKIUS LLP

Mexican
Counsel
for SCT for
Mexico Govt:      CASARES, CASTELAZO, FRIAS, TENORIO Y
                  ZARATE, SC

Fin'l Advisor
for SCT for
Mexico Govt:      DETENTE GROUP

U.S. Counsel to
Jefferies
Finance:          LATHAM & WATKINS LLP

Mexican Counsel
for Jefferies:    CREEL, GARCIA-CUELLAR, AIZA Y ENRIQUEZ


Total Assets: $441.6 million as of March 23, 2011

Total Debts: $531.6 million as of March 23, 2011

The petition was signed by Patricio E. Northland, chief executive
officer.

Debtor's List of 30 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Secretaria de Hacienda y Credito   Taxes                $1,648,192
Publico (SHCP)
Av. Hidalgo 77
Col. Guerrero
Mexico, DF 06300 Mexico

Elektra del Milenio LP             Advance/Deposit        $811,875
Ferrocarril de Rio Frio No. 419VW  from Customers
Real Del Moral, Iztapalapa
Mexico, DF 1700 Mexico

Telemicro International Holdings,  Trade Debt             $569,022
LLC
4242 SW 73rd Avenue
Miami, FL 33155 USA

Exicom Inc.                        Advance/Deposit        $432,000
122-35 Autopista Norte             from Customers
Psio 3o
Bogota, Colombia

Corporation TV USA, LLC            Trade Debt             $353,810
1871 Silverbell Terrace
Weston, FL 33327 USA

Telefonica Celular de Bolivia,     Advance/Deposit        $345,600
S.A. (Telecel, S.A.)               from Customers
648 Av. Viedman
Santa Cruz de la Sierra, Bolivia

ACS Global TV, C.V.                Trade Debt             $278,980
Zadelmakerstreet
Velserbroek, NY 19911 Netherlands

Galaz, Yamazaki, Ruiz, Urquiza,    Trade Debt             $256,552
S.C. (Deloitte Member Firm)
Avenida Paseo de la Reforma
No. 505, Piso 28
Col. Cuauhtemoc, Del. Cuauhtemoc
Mexico, DF 06500 Mexico

Union Fenosa Redes de              Advance/Deposit        $224,600
Telecomunicaciones, S.L., Sucurcal from Customers
en la Republica de Panama

Optimal Satcom, Inc.               Trade Debt             $218,000

Santamarina y Steta, S.C.          Trade Debt             $179,242

Mi Cine                            Trade Debt             $166,716

Beisbol Latino, S.A. de C.V.       Trade Debt             $157,558

CapRock Communications, Inc.       Advance/Deposit        $152,674
                                   from Customers

Transmitter Location Systems, LLC  Trade Debt             $148,800

Corporacion Ecuatoriana de         Advance/Deposit        $148,703
Television, S.A.                   from Customers

Schlumberger Technology Corp.      Advance/Deposit        $143,892
                                   from Customers

Atlanta DTH, Inc                   Advance/Deposit        $126,500
                                   from Customers

Sistema de Informacion y           Advance/Deposit        $122,686
Comunicacion                       from Customers

Hunter Communications Inc.         Advance/Deposit        $112,242
                                   from Customers

Telefonos del Norte, S.A.          Advance/Deposit        $103,670
                                   from Customers

Instituto Politecnico Nacional     Trade Debt             $102,575

Television Metropolitana, S.A de   Trade Debt              $96,667
C.V.

Instituto Tecnologico y de         Trade Debt              $93,042
Estudios

Telgrim S.A. de C.V.               Trade Debt              $90,450

Secovi S.A. de C.V.                Trade Debt              $78,768

Corporacion Nacional de            Advance/Deposit         $74,700
Radiodeterminacion S.A. de C.V.    from Customers

Medio Entertainment, S.A. de C.V.  Trade Debt              $66,973

Castalia Communications            Trade Debt              $66,792
Corporation

Pricewaterhousecoopers, S.C.       Trade Debt              $60,326


SAWYER GROUP: Case Summary & 9 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Sawyer Group Re. No. 1, Inc.
        P.O. Box 690727
        San Antonio, TX 78269-0727

Bankruptcy Case No.: 11-51262

Chapter 11 Petition Date: April 5, 2011

Court: United States Bankruptcy Court
       Western District of Texas (San Antonio)

Judge: Leif M. Clark

Debtor's Counsel: Dean William Greer, Esq.
                  2929 Mossrock, Suite 117
                  San Antonio, TX 78230
                  Tel: (210) 342-7100
                  Fax: (210) 342-3633
                  E-mail: dwgreer@sbcglobal.net

Scheduled Assets: $3,600,100

Scheduled Debts: $4,086,276

A list of the Company's nine largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/txwb11-51262.pdf

The petition was signed by James E. Sawyer, president.


SBARRO, INC: Moody's Cuts Probability of Default Rating to 'D'
--------------------------------------------------------------
Moody's Investors Service downgraded Sbarro, Inc.'s Probability of
Default Rating to D from Ca/LD.  The downgrade was prompted by the
company's April 4, 2011 announcement that it voluntarily filed for
relief under Chapter 11 of the United States Bankruptcy Code.

Ratings Rationale

Subsequent to today's actions, Moody's will withdraw the ratings
because Sbarro has entered bankruptcy.  Please refer to Moody's
Withdrawal Policy on moodys.com.

Moody's took these ratings actions on Sbarro:

   -- Probability of Default Rating downgraded to D from Ca/LD;

   -- Corporate Family Rating affirmed at Ca:

   -- Senior secured first lien revolver affirmed at Caa1 (LGD2,
      16%);

   -- Senior secured first lien term loan affirmed at Caa1 (LGD2,
      16%);

   -- Senior Unsecured notes affirmed at C (LGD5, 76%);

   -- Speculative Grade Liquidity Rating affirmed at SGL-4

The principal methodologies used in this rating were Global
Restaurant Industry published in July 2008, and Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.

The last rating action on Sbarro occurred on March 11, 2011, when
Moody's revised the company's Probability of Default Rating to
Ca/LD and affirmed its Corporate Family Rating at Ca.

Sbarro, Inc. (Sbarro) headquartered in Melville, NY, is a quick
service restaurant (QSR) operator that serves Italian specialty
foods, with approximately 476 company-owned restaurants and 538
franchised. Annual revenues are approximately $333 million.


SCHUTT SPORTS: Seeks Exclusivity as Confirmation Insurance
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that SSI Liquidating, Inc., wants an insurance policy in
the form of an extension of exclusive plan-filing rights if the
liquidating Chapter 11 plan isn't approved at the currently
scheduled May 9 confirmation hearing.  An exclusivity motion,
Schutt's second, is also on the May 9 calendar.  If granted, the
new deadline would be July 5.

As reported in the Feb. 24, 2011, edition of the Troubled Company
Reporter, SSI and the official committee of unsecured creditors in
the Chapter 11 case, filed a proposed liquidating Chapter 11 plan
on Feb. 18.  The Debtor has received approval of a settlement with
competitor creditors and Riddell Inc., which agreed to drop a
long-running court battle over football-helmet patents.  The
settlement was designed to pay off major creditors from the
proceeds of the sale of Schutt's business to an affiliate of
Platinum Equity LLC.  Under the Plan, the Debtor's remaining
assets -- constituting $250,000 in cash and deposits, proceeds
from a summary judgement against former officers and directors,
and avoidance actions -- will be distributed to unpaid creditors.
The disclosure statement tells unsecured creditors they can't
expect to recover more than 3% on their $15.9 million in claims.
Holders of equity interests won't be receiving anything.

Pursuant to the Riddell settlement, $7.5 million of the proceeds
from the sale to Platinum Equity held in escrow for payment of
critical suppliers will be distributed as follows:

     * Critical suppliers will be paid $5.3 million from the
       escrow;

     * General unsecured creditors will receive $400,000;

     * Creditors who supplied goods within 20 days of bankruptcy
       will split $800,000;

     * Windjammer Mezzanine & Equity Fund II LP, the holder of a
       $17.4 million subordinated mezzanine note, will be paid
       $1 million.

A copy of the Disclosure Statement is available for free at:

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

                        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.


SEAHAWK DRILLING: Hercules Given Approval to Buy Business
---------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas,
Corpus Christi Division approved an Asset Purchase Agreement
between Hercules Offshore, Inc., and its wholly owned subsidiary,
SD Drilling LLC, and Seahawk Drilling, Inc., and certain of its
subsidiaries, pursuant to which Seahawk agreed to sell to
Hercules, and Hercules agreed to acquire from Seahawk, all 20 of
Sellers' jackup rigs and related assets, accounts receivable and
cash and certain liabilities of Sellers in a transaction pursuant
to Section 363 of the U.S. Bankruptcy Code.

The purchase price for the Acquisition will be funded by the
issuance of approximately 22.3 million shares of Hercules Offshore
common stock and cash consideration of $25 million, which will be
used primarily to pay off Seahawk's Debtor-in-Possession loan.
The number of shares of Hercules Offshore common stock to be
issued will be proportionally reduced at closing, based on a fixed
price of $3.36 per share, if the outstanding amount of the DIP
loan exceeds $25 million, with the total cash consideration not to
exceed $45 million.  The assets to be acquired will consist of 20
jackup rigs located in the U.S. Gulf of Mexico and related
equipment, accounts receivable, cash and contractual rights.
Assumed liabilities will be limited to specific items, such as
accounts payable, with all other liabilities retained by Seahawk.

Hercules entered into the Agreement on Feb. 11, 2011.  Closing is
subject to other conditions as provided in the Agreement.
Assuming those conditions are achieved, the Company anticipates
closing of this transaction to occur on or about April 20, 2011.

                       $170 Million Sale

As reported in the Feb. 15, 2011 edition of the Troubled Company
Reporter, the Company has filed for Chapter 11 protection to
complete the sale of all assets to Hercules Offshore.

The executed APA contemplates the acquisition by Hercules or one
or more of its subsidiaries of substantially all of the assets and
jackup rigs of the Debtors through a sale.  The aggregate
consideration for the Purchased Assets is:

     a) 22,321,425 shares of Hercules Common Stock plus

     b) cash in an amount equal to $25,000,012.

A copy of the Asset Purchase Agreement with Hercules Offshore is
available for free at http://ResearchArchives.com/t/s?7595

Bill Rochelle, Bloomberg News' bankruptcy columnist, notes that
subject to adjustment for the amount of cash required to pay off
financing for the Chapter 11 case, the price includes $25 million
cash and 22.3 million Hercules shares.  Seahawk said when the
reorganization began that the sale should pay funded debt and
trade suppliers in full.

Mr. Rochelle notes that Hercules fell 36 cents April 5 to $6.44 in
Nasdaq Stock Market trading.  The day before Seahawk's Chapter 11
filing, Hercules closed at $3.62.  Based on the April 5 closing
price and without adjustment for paying off financing, the sale
ended up being worth almost $170 million.  Seahawk rose 14 cents
April 5 to $6.50 in over-the-counter trading.  It closed at $7.47
just before the bankruptcy filing.

Mr. Rochelle notes that the bankruptcy court approved $35 million
in financing for the Chapter 11 case.  To the extent that more
than $25 million would be required to pay off the financing, the
cash component of the sale price would be increased and the stock
component reduced at a fixed rate of $3.36 a Hercules share.

                       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 (Bankr. S.D. Tex. Lead Case No. 11-20089) on Feb. 11,
2011.  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 Debtors disclosed $504,897,000 in total assets and
$124,474,000 in total debts as of the Petition Date.


SEA TURTLE: Wells Fargo Acquires Property for $10 Million
---------------------------------------------------------
Richard Brooks at Bluffton Today reports that Wells Fargo Bank
bought the 24-acre property that includes the Sea Turtle Cinemas
at a foreclosure auction.  The bank held a mortgage of more than
$30.4 million on the property at Berkeley Place on the Buckwalter
Parkway.

According to the report, Wells Fargo's bid of $10 million for the
property was unchallenged in the sale conducted by Beaufort County
Master-in-Equity Marvin H. Dukes III.  The bank essentially bought
the property rights from itself in a "friendly giveback" and can
keep the title or assign the deed to another buyer if one is
waiting in the wings.

James H. Pulliam and David H. Simpkins of the Charlotte law firm
Kilpatrick Townsend & Stockton represent Wells Fargo in the
foreclosure proceeding against Sea Turtle Entertainment LLC, Scott
Gochnauer Inc. and Steven Crawford & Associates LLC, notes Mr.
Brooks.

Bluffton Today says Wells Fargo, as trustee for J.P. Morgan Chase
Commercial Mortgage Securities, filed a mortgage foreclosure
action May 15, 2009, claiming it was owed more than $27.3 million
plus interest accruing at more than $6,700 a day.

Bluffton Today says Sea Turtle Entertainment had stopped making
monthly mortgage payments of $155,000 on Sept. 1, 2008, according
to documents filed in the Beaufort County Court of Common Pleas.
The original mortgage, dating from June 29, 2007, was for $23.5
million.  Kenneth D. McCoy of Faison & Associates LLC, a Charlotte
real estate development and investment company, was appointed as a
receiver for the bank entitled to take possession of the Berkeley
Place property and collect rents and profits.

The report says Scott Gochnauer of Gochnauer Mechanical held a
mechanic's lien against Sea Turtle Entertainment claiming it was
owed money for labor and materials.  Steven Crawford & Associated
filed a debt collection claim against Sea Turtle Entertainment
claiming it is owned more than $47,000 for a real estate
commission earned for procuring Outback Steakhouse as a commercial
tenant at Berkeley Place.

Bluffton Today relates that U.S. Bankruptcy Judge David R. Duncan,
in an ordered filed Dec. 9, 2010, denied a motion filed by Sea
Turtle Cinemas to invalidate its lease with Sea Turtle
Entertainment.  The lease, originally executed in November 2005,
provided that Sea Turtle Cinemas pay rent of $50,000 per month to
Sea Turtle Entertainment.

Based in Hilton Head Island, South Carolina, Sea Turtle Cinemas,
Inc., Sea Turtle Cinemas operates a 45,000 square foot, 12-screen
movie theater and is the anchor of Berkeley Place shopping center,
which is being operated by Sea Turtle Entertainment, LLC.  The
Landlord and the Debtor are owned and managed by the same group of
individuals and entities.

Sea Turtle Cinemas filed for Chapter 11 bankruptcy (Bankr. D. S.C.
Case No. 10-03259) on May 4, 2010.  Michael W. Mogil, Esq. --
mwmogil@aol.com -- serves as the Debtor's counsel.  In its
petition, the Debtor estimated both assets and debts as between
$1 million and $10 million.


SECUREALERT INC: Authorized Preferred Shares Hiked to 70,000
------------------------------------------------------------
SecureAlert, Inc., filed Articles of Amendment to its Articles of
Incorporation on March 28, 2011, pursuant to a written consent of
the holders of a majority of the issued and outstanding shares of
the Company's Series D Convertible Preferred Stock to amend
certain provisions of the Certificate of Designation of the
Relative Rights and Preferences of the Series D Convertible
Preferred Stock.

The Amendment is effective March 28, 2011, upon filing of the
Amendment with the Utah Division of Corporations and Commercial
Code.

The Amendment was adopted by the written consent of the holders of
a majority (approximately 62 percent) of the issued and
outstanding shares of the Series D Preferred as of March 11, 2011.
Notice of the consent to and adoption of the Amendment was given
to all holders of the Series D Preferred by mail on or before
March 17, 2011.

                    Description of the Amendment

Two substantive changes to the Certificate were approved by the
Company's Board of Directors and by consent of a majority of the
holders of the Series D Preferred, and became effective with the
filing of the Amendment.  A copy of the Amendment, including the
amended Certificate, is available for free at http://is.gd/NS8lQH

In addition to correcting the name of the Company on the
Certificate to take into account the intervening change of the
Company's corporate name from "RemoteMDx, Inc." to "SecureAlert,
Inc.," the substantive changes to be implemented by the Amendment
are as follows:

   (1) Section 1 (Designation and Rank) of the Certificate, as
       previously amended designated a total of 50,000 shares of
       the Company's authorized and previously unissued and
       undesignated Preferred Stock as "Series D Convertible
       Preferred Stock."  The Amendment changes the designated
       number of shares, increasing the amount from 50,000 shares
       to 70,000 shares.  The total authorized number of shares of
       Common Stock and Preferred Stock of the Company are not
       affected by the Amendment.

   (2) Section 6 (Voting Rights) of the Certificate, as previously
       amended, had provided to the holders of the Series D
       Preferred certain special voting rights with respect to the
       limited issues of approval of an increase in the number of
       authorized shares of Common Stock of the Company and a
       reverse split of the outstanding shares of the Company's
       Common Stock.  A previous amendment of the Company's
       Articles increasing the number of authorized shares of
       Common Stock was filed by the Company in May 2010,
       following the adoption of the Certificate and creation of
       the Series D Preferred.  At the time the Company obtained
       approval of the May 2010 Amendment increasing the
       authorized number of shares of Common Stock, the Company
       acted only after obtaining the approval of each class of
       outstanding shares (both Common and Series D Preferred)
       each voting as a class and also voting together on an as-
       converted basis; the Company did not rely upon or give
       effect to the special voting rights of the Series D
       Preferred.  This action was taken in response to comments
       received from the Securities and Exchange Commission to the
       proxy statement filed by the Company in connection with the
       solicitation of votes to approve the increase in the
       authorized shares.  The Board of Directors does not
       presently intend to seek approval of any future amendment
       by relying on the exercise of these special rights.
       Consequently, the holders of the Series D have approved the
       Amendment terminating the special voting rights.
       Specifically, Section 6(b) of the Certificate has been
       deleted and the remaining subsections of Section 6
       renumbered.

Except for the changes described above, the Amendment does not
affect any other provision of the Articles of Incorporation or the
Certificate, as previously amended or the rights of any of the
Company's shareholders.

                       About SecureAlert Inc.

Sandy, Utah-based SecureAlert, Inc. (OTC BB: SCRA)
-- http://www.securealert.com/-- is an international provider of
electronic monitoring systems, case management and services widely
utilized by more than 650 law enforcement agencies worldwide.

The Company reported a net loss of $2.07 million on $3.68 million
of revenue for the three months ended Dec. 31, 2010, compared with
a net loss of $5.53 million on $3.20 million of total revenue for
the same period a year earlier.

The Company's balance sheet at Dec. 30, 2010, showed
$11.61 million in assets, $7.98 million in liabilities, and total
equity of $3.63 million.


SERVICIOS CORPORATIVOS: Fitch Puts 'B+/RR3' Rating on New Notes
---------------------------------------------------------------
Fitch Ratings has assigned a rating of 'B+/RR3' to Servicios
Corporativos Javer, S.A.P.I. de C.V.'s (Javer) proposed issuances
of up to US$210 million of new notes and up to US$30 million of
new additional notes.

Fitch currently rates Javer:

   -- Foreign Currency Issuer Default Rating (IDR) 'B';

   -- Local Currency IDR 'B';

   -- US$210 million senior unsecured notes 'B+/RR3'.

The Rating Outlook is Stable.

The ratings continue to reflect Javer's solid regional market
position in northeastern Mexico with a firm leadership presence in
the state of Nuevo Leon, its sustainable business strategy
oriented to the low-income housing segment, its significant land
reserve, and its relatively adequate liquidity position.  The
ratings are constrained by Javer's volatile operational
performance, moderate leverage, limited geographic
diversification, and reduced capacity to generate positive cash
flow from operations (CFFO) in the medium term.  Like other
Mexican homebuilders, Javer's credit ratings incorporate a
challenging operating environment, growing working capital
requirements, and a high dependence upon government-related
mortgage funding for low-income homes.  The 'B+/RR3' ratings on
the company's unsecured public debt reflect good recovery
prospects in the range of 50%-70% given default.

The proposed transaction includes the issuance of new notes up to
US$210 million plus an additional 18% premium over the notional
amount being exchanged and the issuance of new additional notes up
to US$30 million.  These notes, the new notes and the additional
new notes, will mature in 2021 and will be callable after five
years.  The issuance of the proposed 2021 senior notes is
contingent upon the acceptance of the voluntary exchange offering
by more than 50% of the holders of Javer's US$210 million senior
notes due in 2014, the existing notes.  In connection with the
exchange offer, the company is soliciting the elimination of
substantially all of the restrictive covenants and certain events
of default applicable to the existing notes.  The final settlement
date of the proposed transaction is expected to be April 18, 2011.

Overall, Fitch views the proposed transaction neutral to Javer's
credit quality.  On a pro forma basis, the completion of the
proposed transaction is expected to increase the company's
leverage, measured by Total Debt/ EBITDA ratio, to approximately
3.8 times (x).  The negative impact of increasing leverage would
be offset by the improvement in Javer's liquidity position and by
extending its debt maturities with the proposed transaction.  Also
incorporated in the ratings is the expectation that the company's
leverage will return to 3.0x during the second half of 2011 driven
primarily by a significant improvement in the company's cash flow
generation, measured by EBITDA.  Failure to accomplish
expectations incorporated in the ratings would likely result in a
downgrade.

At the end of December 2010, Javer had MXN2.65 billion
(approximately US$214.6 million) of total debt.  The company's
debt consists primarily of the US$210 million senior notes due in
2014.  During 2010, Javer generated MXN886 million (US$72 million
approximately) of EBITDA, an 18.7% decline over the company's
EBITDA for 2009 (MXN1.09 billion).  These figures resulted in a
total debt-to-EBITDA ratio of 3.0x for 2010. On a pro forma basis,
the company's gross leverage is expected to increase to around
3.8x.  The pro forma scenario considers the company's LTM EBITDA
by December 2010 of MXN886 million and total debt amount of
approximately MXN3.3 billion (US$281.4 million approximately).
The total pro forma debt amount consists of: a conversion rate of
97% over the existing notes, equal to approximately US$204.2
million; US$36.8 million related to the 18% premium over the
notional amount being exchanged; the issuance of the new
additional notes for US$30 million; and other debt related
primarily to financial leases.

The ratings consider expected improvement in the company's cash
flow generation to occur during 2011.  The company's units sold in
2010 were 16,063 units, similar to 2009 level (16,025 units).  The
company's total units and EBITDA in 2011 are expected to be around
19,000 units and MXN1.2 billion, respectively.  The company's
total debt by the end of 2011 is expected to remain similar to the
pro forma levels.  Based on these prospects, the company's
leverage by the end of 2011 is expected to be around 3x.

Liquidity expected to improve.  The company's debt maturity
profile presents an average life of four years by the end of 2010,
with no material debt maturities during the following years.  With
the proposed transaction, the company's debt maturity profile is
expected to improve, being extended to approximately 8.6 years,
enhancing the company's financial flexibility in the short and
medium term.  In addition, the company's cash position is expected
to remain relatively stable around MXN500 million during 2011.


SHADY ACRES: Files Revised Plan, Sets May 4 Confirmation Hearing
----------------------------------------------------------------
Shady Acres Dairy filed with the U.S. Bankruptcy Court for the
Eastern District of California a revised Chapter 11 plan of
reorganization, which contains changes to the proposed treatment
of claims under Classes 8 and 11.

Under the revised plan, Shady Acres proposed to pay the Class 8
secured claim of Penny Newman Grain Co. through equal monthly
payments commencing on the effective date of the plan for a period
of five years.  The company estimates that the payments will be
about $2,575 per month.

To satisfy the Class 11 secured claim of Western Finance and Lease
Inc., Shady Acres proposed to make monthly payments of $1,400,
commencing on the effective date and continuing on the same day of
each month thereafter until the secured claim is paid in full.

Under the revised plan, interest will accrue at the contract rate
of 7.11% per annum from and after the effective date based upon a
six-year amortization of the balance owed plus $2,000 in attorneys
fees and costs on the Class 11 secured claim as of the effective
date.

Shady Acres also proposed that payments made to Western Finance
should be applied first to interest and then to principal.

All terms of the equipment finance agreement between Shady Acres
and Western Finance will remain in full force and effect other
than as modified under the plan.  The revised plan further
provides that the automatic stay will lift automatically and that
Shady Acres will immediately tender the collateral to Western
Finance if an event of default occurs.

Shady Acres also disclosed in the revised plan certain financial
projections for the period March 1, 2011 to February 28, 2014,
which the company based from the improvements made on its business
operations.

Shady Acres projects that its business will generate gross income
of about $34,076,546 between March 1, 2011, and February 28, 2014,
and that it will incur $28,609,441 in expenses, leaving a net
income of $5,469,104.  The company also projects that the payments
required by the restructuring plan will be $4,822,510 for the same
period.

A full-text copy of the revised Chapter 11 Plan of Reorganization
is available for free at http://ResearchArchives.com/t/s?759a

The Bankruptcy Court will consider confirmation of Shady Acres'
restructuring plan on May 4, 2011, at 1:30 p.m.  The deadline for
filing objections to the plan confirmation is April 20, 2011.

                     About Shady Acres Dairy

Visalia, California-based Shady Acres Dairy is engaged in a dairy
and farming business in Fresno and Tulare Counties, California.
It filed for Chapter 11 protection (Bankr. E.D. Calif. Case No.
10-19058) on Aug. 9, 2010.  Hagop T. Bedoyan, Esq., at Klein,
Denatale, Goldner, Cooper, Rosenlieb & Kimball, LLP, represents
the Debtor.  The Company disclosed $23,953,922 in assets and
$23,462,173 in liabilities as of the Petition Date.


SHS RESORT: Files Amended Chapter 11 Plan & Disclosure Statement
----------------------------------------------------------------
S.H.S. Resort, LLC has filed an amended disclosure statement and
Chapter 11 Plan of Reorganization on March 8, 2011.

Judge Michael G. Williamson, bankruptcy judge of the United States
Bankruptcy Court for the Middle District of Florida Tampa Division
previously conditionally approved the disclosure statement filed
on February 28, 2011.

The hearing at which the Court will determine whether to approve
the Amended Disclosure Statement and confirm the Plan will take
place on April 20, 2011 at 1:30 pm, at the Sam M. Gibbons United
States Courthouse, 801 N. Florida Ave, Tampa, Florida 33602.

The deadline for filing objections to the Amended Disclosure
Statement's adequacy or to the confirmation of the Plan is April
13, 2011.

The deadline for voting on the Plan is April 12, 2011.

Under the Amended Plan, claims are classified into eight classes:

   * Class 1: Priority Creditors (Impaired - paid in full);

   * Class 2: Secured Claims of Pinellas County Tax Collector and
     Tax Lien Certificate Holders (Impaired - paid based on
     valuation of subject property or amount reflected on tax
     lien certificate);

   * Class 3: Wells Fargo Bank, N.A. as secured lender
     (Impaired);

   * Class 4: Non-Insider Unsecured Trade Creditors (Impaired -
     90% of allowed claim);

   * Class 5: Unsecured Claims of Secured Lender (Impaired - 10%
     of any allowed undersecured claim);

   * Class 6: Administrative Convenience Class of Unsecured
     Claims (Impaired - $1,000 within 90 days);

   * Class 7: Unsecured Claims of Insiders and Affiliates of the
     Debtor (Impaired - paid after Class 1-6 have been paid); and

   * Class 8: Equity Security Holders (Impaired - distribution of
     membership interests in the Reorganized Debtor consistent
     with their current equity security holdings).

A copy of the Amended Disclosure Statement is available for free
at http://bankrupt.com/misc/SHSResort_DS2.pdf

Safety Harbor, Florida-based S.H.S. Resort, LLC, aka Safety Harbor
Resort and Spa, filed for Chapter 11 bankruptcy protection (Bankr.
M.D. Fla. Case No. 10-25886) on Oct. 28, 2010.  Steven M. Berman,
Esq., and Hugo S. de Beaubien, Esq., at Shumaker, Loop & Kendrick,
LLP, assist the Debtor in its restructuring effort.  The Debtor
scheduled $8,105,980 in assets and $31,705,109 in liabilities.


SHS RESORT: Court Enters 3rd Interim Order to Use Cash Collateral
-----------------------------------------------------------------
Judge Michael G. Williamson has entered a third interim order
granting S.H.S. Resort, LLC's emergency request to use cash
collateral on March 28, 2011.

The Debtor is authorized to use cash collateral in the regular
course of its business operations and will use it as adequate
protection, to provide Wells Fargo with a replacement lien to the
same extent and priority as Wells Fargo held before the Petition
Date.

The cash collateral will be used by the Debtor according to a
budget, a copy of which is available for free at:

       http://bankrupt.com/misc/SHSResort_Budget3.pdf

The Court will conduct a continued hearing on the Motion on April
20, 2011, at 1:30 p.m. at the Sam M. Gibbons United States
Courthouse, 801 N. Florida Ave, Courtroom 8A, Tampa, Florida,
33602.

Safety Harbor, Florida-based S.H.S. Resort, LLC, aka Safety Harbor
Resort and Spa, filed for Chapter 11 bankruptcy protection (Bankr.
M.D. Fla. Case No. 10-25886) on Oct. 28, 2010.  Steven M. Berman,
Esq., and Hugo S. de Beaubien, Esq., at Shumaker, Loop & Kendrick,
LLP, assist the Debtor in its restructuring effort.  The Debtor
scheduled $8,105,980 in assets and $31,705,109 in liabilities.


SINOBIOMED INC: Signs Letter of Intent to Merge With Sitoa
----------------------------------------------------------
The Board of Directors of Sinobiomed Inc. announced the signing of
a binding letter of intent to merge with Sitoa, Corporation.

Sinobiomed, having recently disposed of all its biopharmaceutical
businesses, will acquire 100% of Sitoa in a share exchange.

Sitoa, a California based company, was founded in 2001 with the
goal to make it easier for retailers and product suppliers to sell
online.  The Sitoa solution was based on providing an easy-to-use
and comprehensive platform to expand product offerings and take
advantage of fast-moving market opportunities.  Starting with one
online retail partner -- Sears.com -- and a single product partner
-- Northgate Computers, Inc. -- the Sitoa Network grew to include
many of the world's top online retailers and over 1000 name brand
and boutique product partners.

The merger with Sitoa enables Sinobiomed to enter a high growth
area of business which will expand into the rapidly expanding area
of marketplace and social media based online commerce and roll-out
Sitoa's platform into China and Southeast Asia.

Cal Lai, CEO of Sitoa comments: "We are excited to become a public
company which allows us to accelerate our growth and expand our
reach to key customers and markets.  We have a proven 10 year
track record of conducting e-commerce business and are well
positioned to scale up."

George Yu, CEO of Sinobiomed, who will move to the role of Chief
Financial Officer of Sitoa, added: "Sitoa is a fast growing
company in the high growth areas of social media and marketplace
e-commerce.  We are excited about the prospects of the merger."

The Company will change the name and ticker symbol upon the
closing of the merger.

                         About Sinobiomed

Sinobiomed Inc. formerly CDoor Corp. (OTC BB: SOBM)
-- http://www.sinobiomed.com/-- was incorporated in the State of
Delaware.  The Company is a Chinese developer of genetically
engineered recombinant protein drugs and vaccines.  Based in
Shanghai, Sinobiomed currently has 10 products approved or in
development: three on the market, four in clinical trials and
three in research and development.  The Company's products respond
to a wide range of diseases and conditions, including: malaria,
hepatitis, surgical bleeding, cancer, rheumatoid arthritis,
diabetic ulcers and burns, and blood cell regeneration.

The Company reported a net loss of $577,531 on $0 of revenue for
the year ended Dec. 31, 2010, compared with net income of $3.63
million on $0 of revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $210,176 in
total assets, $686,095 in total liabilities and $475,919 in total
stockholders' deficit.

The Company currently has no operations and no source of income.
The Company intends to seek out opportunities to enter or acquire
new business operations.  The underlying value of the company is
entirely dependent on the ability of the Company to find and
implement a new business opportunity and obtain the necessary
financing to capitalize on such opportunity.

Schumacher & Associates, Inc., in Littleton, Colorado, noted that
the Company has experienced losses since commencement of
operations, and has negative working capital and stockholders'
deficit which raise substantial doubt about its ability to
continue as a going concern.


SIRIUS XM: Increases Purchase Price for Convertible Notes
---------------------------------------------------------
Sirius XM Radio Inc. announced on April 6, 2011, that it has
increased the purchase price offered in its tender offer for any
and all of its outstanding 3-1/4% Convertible Notes due 2011 to
$1,010 per $1,000 principal amount of Notes tendered, plus accrued
and unpaid interest up to, but not including, the payment date of
the Notes.

Full details of the terms and conditions of the tender offer are
included in SiriusXM's Offer to Purchase dated March 24, 2011, as
amended hereby, and the related Letter of Transmittal.  Except as
described in this press release, the terms of the tender offer
remain the same as set forth in the Offer to Purchase and the
related Letter of Transmittal.

SiriusXM's obligation to accept for purchase and to pay for Notes
validly tendered and not withdrawn pursuant to the tender offer is
subject to the satisfaction or waiver of certain conditions, which
are more fully described in the Offer Documents.

The Depositary and Information Agent for the tender offer is
Global Bondholder Services Corporation.  The Dealer Manager for
the tender offer is Morgan Stanley & Co. Incorporated ((800) 624-
1808 (toll free) and (212) 761-8663 (collect)).

Holders with questions or who would like additional copies of the
Offer Documents may call the Information Agent, Global Bondholder
Services Corporation, toll free at (866) 924-2200.  The Offer
Documents are also available online for free on the website of the
Securities and Exchange Commission at www.sec.gov as exhibits to
the Tender Offer Statement on Schedule TO and the amendment
thereto filed by SiriusXM with the SEC.

                        About Sirius XM Radio

Based in New York, Sirius XM Radio Inc. has two principal wholly
owned subsidiaries, XM Satellite Radio Holdings Inc. and Satellite
CD Radio Inc.  XM Satellite Radio Holdings Inc. owns XM Satellite
Radio Inc., the operating company for the XM satellite radio
service.  Satellite CD Radio Inc. owns the Federal Communications
Commission license associated with the SIRIUS satellite radio
service.  XM Satellite Radio Inc. owns XM Radio Inc., the holder
of the FCC license associated with the XM satellite radio service.

In July 2008, the Company's wholly owned subsidiary, Vernon Merger
Corporation, merged with and into XM Satellite Radio Holdings Inc.
and, as a result, XM Satellite Radio Holdings Inc. became Sirius'
wholly owned subsidiary.

The Company's balance sheet at Dec. 31, 2010 showed $7.38 billion
in total assets, $7.17 billion in total liabilities and
$207.64 million in stockholders' equity.

                           *     *     *

Sirius carries (i) a 'BB-' corporate credit rating from Standard &
Poor's and (ii) 'B3' corporate family rating and 'B2' probability
of default rating from Moody's.

In October 2010, Moody's said the upgrade of Sirius XM's CFR to
'B3' from 'Caa1' reflects Moody's view that EBITDA (incorporating
Moody's standard adjustments) less capital spending to interest
expense will grow and comfortably exceed 1x in 2011, reflecting
higher than anticipated subscribers and revenue and reduced debt
service and programming costs.  As announced on October 1, 2010,
the company expects to add more than 1.3 million subscribers in
FY2010, bringing the year end total to 20.1 million and exceeding
prior expectations.  Despite high churn in the subscriber base,
vulnerability to cyclical consumer spending, and increasing
wireless competition, Moody's believe subscriptions will grow
through the end of 2011 as the economy and automotive sales
recover.  Heightened capital spending related to the ongoing
construction and launch of two satellites will likely limit free
cash flow generation in 2011.  The rating also reflects the
company's sizable debt burden as well as the need to invest
significantly in programming, marketing, launching new services,
and maintaining a satellite fleet to attract subscribers in
addition to delivering content.

As reported by the Troubled Company reporter on Dec. 14, 2010,
Standard & Poor's Ratings Services raised its corporate credit
rating on Sirius XM Radio and its subsidiaries, XM Satellite Radio
Holdings Inc. and XM Satellite Radio Inc. (which S&P analyze on a
consolidated basis), to 'BB-' from 'B+'.  The rating outlook is
stable.  "The action reflects the company's improving operating
performance, declining debt leverage, and the prospects for
continued improvement in credit measures for full-year 2010 and
2011," explained Standard & Poor's credit analyst Hal Diamond.


SITHE/INDEPENDENCE: S&P Assigns 'CC' Rating on $408.6MM Bonds
-------------------------------------------------------------
Standard & Poor's Ratings Services said its 'CC' rating on
Sithe/Independence Funding Corp.'s (Sithe) $408.6 million senior
secured bonds ($225 million outstanding as of Dec. 31, 2010)
remains on CreditWatch  with negative implications, both
reflecting those on parent Dynegy Inc. (CC/Watch Neg).  The bonds
have a recovery rating of '1', indicating our expectation of very
high (90% to 100%) recovery of principal in the event of a payment
default.  Project upgrades and downgrades will follow actions on
the Dynegy corporate credit rating.

"The Sithe rating is the same as the Dynegy corporate credit
rating given its significant exposure to Dynegy as the tolling
counterparty and project owner, as well as the lack of any
structural ring-fencing provisions that can serve to separate the
default risk on Sithe from that of Dynegy," said Standard &
Poor's credit analyst Swami Venkataraman.  "Project upgrades and
downgrades will follow actions on the Dynegy corporate credit
rating."

Sithe is a 1,000 megawatt (MW) combined-cycle, gas-turbine
plant in Scriba, N.Y.  It has an unforced-capacity sales
agreement with Consolidated Edison Co. of New York Inc. (Con
Edison; 'A-/Stable/A-2') for about 740 MW of its unforced
capacity through 2014.  Con Edison has no rights to energy
from the project.  Dynegy has access to all the energy from
the project through a fixed-price tolling agreement for about
579 MW and through a financial swap agreement for 375 MW.

The project has been an exempt wholesale generator since
2003 and continues to provide Rio Tinto Alcan Inc. (Alcan;
'BBB+/Positive/A-2') with thermal energy.  The project also
provides a fixed-to-floating swap with Alcan for electric
energy, which Alcan purchases from Niagara Mohawk Power Corp.
(A-/Stable/A-2).  Virtually all of the project's gross margin
(revenues less fuel expense) comes from contracts with Con Edison
(about 55%) and Dynegy (about 45%).  The residual revenues are
derived from agreements with Alcan, residual market capacity
sales, and interest income.  The project is 100% owned by Sithe
Energies Inc. through direct and indirect ownership of Sithe
Energies' affiliates.  Dynegy, in turn, owns 100% of Sithe
Energies.


SKINNY NUTRITIONAL: Delays Filing of 2010 Annual Report
-------------------------------------------------------
Skinny Nutritional Corp. filed with the U.S. Securities and
Exchange Commission a Form 12b-25 for a 15-day extension for
filing its Annual Report on Form 10-K for the period ended Dec.
31, 2010.  The Company said it will not be in position to file its
Form 10-K by the prescribed filing date without unreasonable
effort or expense due to the delay experienced by the Company in
completing its financial statements for the period ended Dec. 31,
2010.  This has resulted in a delay by the Company in obtaining
the completed audit of such financial statements by its
independent registered public accounting firm.  Therefore,
Company's management is unable to finalize the financial
statements and prepare its discussion and analysis in sufficient
time to file the Form 10-K by the prescribed filing date.  The
Company anticipates that it will file its Form 10-K no later than
fifteenth calendar day following the prescribed filing date.

                     About Skinny Nutritional

Bala Cynwyd, Pa.-based Skinny Nutritional Corp. (OTC BB: SKNY.OB)
-- http://www.SkinnyWater.com/-- has developed and is marketing a
line of enhanced waters, all branded with the name "Skinny Water"
that are marketed and distributed primarily to calorie and weight
conscious consumers.

The Company's balance sheet as of Sept. 30, 2010, showed
$2,163,677 in total assets, $4,341,282 in total current
liabilities, and a stockholders' deficit of $2,177,605.

As reported in the Troubled Company Reporter on April 6, 2010,
Marcum LLP, in Bala Cynwyd, Pa., expressed substantial doubt about
the Company's ability to continue as a going concern after
auditing the Company's financial statements for the year ended
Dec. 31, 2009.  The independent auditors noted that the
Company has incurred losses since inception and has not yet been
successful in establishing profitable operations.


SOMERSET INTERNATIONAL: Posts $1.5 Million Net Loss in 2010
-----------------------------------------------------------
Somerset International Group, Inc. filed on March 31, 2011, its
annual report on Form 10-K for the fiscal year ended Dec. 31,
2010.  The financial statements have not been audited by the
Company's independent registered accounting firm.  Therefore,
these statements have not been prepared pursuant to the rules and
regulations of the Securities and Exchange Commission.

"Currently, the Company does not have significant cash or other
material assets, nor does it have operations or a source of
revenue which is adequate to cover its administrative costs for a
period in excess of one year and allow it to continue as a going
concern," the Company said in the filing.

The Company's debt obligations are comprised of Dutchess notes
payable issued in connection with the Company's acquisitions of
Vanwell and Meadowlands and their acquisition of Fire Control and
other various notes payable.  All notes past their respective
payment due dates are in default.  On Dec. 1, 2010, the Company
received a notice of default from Dutchess Private Equities Fund
requiring payment in full of outstanding obligations.  The Company
is attempting to resolve these outstanding obligations with
Dutchess Private Equities Fund.

The Company reported a net loss of $1.5 million on $3.6 million of
revenues for 2010, compared with a net loss of $1.7 million on
$4.2 million of revenues for 2009.

At Dec. 31, 2010, the Company's balance sheet showed $3.8 million
in total assets, $8.7 million in total liabilities, and
stockholders' deficit of $4.9 million.

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

                       http://is.gd/q6V53H

Bedminster, N.J.-based Somerset International Group, Inc.'s
current activity is the acquisition of profitable and near term
profitable private small and medium sized businesses and
maximizing the profitability of its acquired entities and to act
as a holding company for such entities.

One of its subsidiaries designs, assembles, installs and maintains
a proprietary personal security system for colleges and mental
health facilities where potential for crime exists.

Three of its subsidiaries specialize in the distribution, sale,
installation, and maintenance of fire and security equipment and
systems that include fire detection, video surveillance, and
burglar alarm equipment.


SOURCE PRECISION: Source Primer/Probe Database Up for Sale
----------------------------------------------------------
Joseph F. Finn, Jr., C.P.A., Assignee for the Benefit of Creditors
of Source Precision Medicine, Inc., d/b/a Source MDx announced
that Source Laboratory Information Management Systems, Source
Dynamics and Source Primer/Probe Database will be offered for sale
on April 29, 2011.

The Primer/Probe database and software, for instance, is a user-
friendly interface for the repository of all primer/probe related
information from design, sequence information across multiple
design versions to serial quality control test data.  The software
provides a secure and audit-friendly database that supports a
metrics driven approval of reagents designed to meet specific
performance characteristics.

Mr. Finn also stated that the patent number information announced
in his March 21, 2011 press release was incorrect.  Patent number
6,940,439 should have been stated as 6,960,439.

Persons interested in bidding must sign a Confidentiality
Disclosure Agreement obtained from Finn's office -
jffinnjr@finnwarnkegayton.com or 781-237-8840.  They will then
receive a bid package.

                         About Joseph F. Finn

Joseph F. Finn, Jr., C.P.A. is the founding partner of the firm,
Finn, Warnke & Gayton -- http://www.finnwarnkegayton.com--
Certified Public Accountants of Wellesley Hills, Massachusetts. He
works primarily in the area of management consulting for
distressed enterprises, bankruptcy accounting and related matters,
such as assignee for the benefit of creditors and liquidating
agent for a corporation.  He has been involved in a number of loan
workouts and bankruptcy cases for thirty-five (35) years. His most
recent Assignments for the Benefit of Creditors in the biotech
field include Spherics, Inc., ActivBiotics, Inc., Prospect
Therapeutics, Inc., EPIX Pharmaceuticals Inc. and NoblePeak Vision
Corp.


SOUTHLAKE AVIATION: Section 341(a) Meeting Scheduled for May 3
--------------------------------------------------------------
The U.S. Trustee for Region 6 will convene a meeting of Southlake
Aviation, LLC's creditors on May 3, 2011, at 10:15 a.m.  The
meeting will be held at the Office of the U.S. Trustee, 1100
Commerce Street, Room 976, Dallas, Texas.

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.

Irving, Texas-based Southlake Aviation, LLC, owns Gulfstream
Aerospace G-IV, Gulfstream Aerospace G-V and Cessna 550 which it
leases out for private use.  Southlake Aviation filed for Chapter
11 bankruptcy protection on March 30, 2011 (Bankr. N.D. Tex. Case
No. 11-32035).  Linda S. LaRue, Esq., and Michael J. Quilling,
Esq., at Quilling, Selander, Cummiskey & Lownds, serve as the
Debtor's bankruptcy counsel.  The Debtor estimated its assets and
debts at $50 million to $100 million.


SOUTHLAKE AVIATION: Taps Quilling Selander as General Counsel
-------------------------------------------------------------
Southlake Aviation, LLC, asks for authorization from the U.S.
Bankruptcy Court for the Northern District of Texas to employ
Quilling, Selander, Lownds, Winslett & Moser, P.C., as general
counsel.

Quilling Selander can be reached at:

                 Quilling, Selander, Cummiskey & Lownds
                 Attn: Linda S. LaRue, Esq.
                 Attn: Michael J. Quilling, Esq.
                 2001 Bryan Street, Suite 1800
                 Dallas, TX 75201
                 Tel: (214) 871-2100
                 Fax: (214) 871-2111
                 E-mail: llarue@qsclpc.com
                         mquilling@qsclpc.com

Quilling Selander will bill the Debtor pursuant to the hourly
rates of its professionals:

            Shareholders               $275-$400
            Associates                 $150-$275
            Paralegals                  $50-$105

To the best of the Debtor's knowledge, Quilling Selander is a
"disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code.

Irving, Texas-based Southlake Aviation, LLC, owns Gulfstream
Aerospace G-IV, Gulfstream Aerospace G-V and Cessna 550 which it
leases out for private use.  Southlake Aviation filed for Chapter
11 bankruptcy protection on March 30, 2011 (Bankr. N.D. Tex. Case
No. 11-32035).  The Debtor estimated its assets and debts at
$50 million to $100 million.


SPECIALTY TRUST: Debtors, Committee File Rival Liquidating Plans
----------------------------------------------------------------
Specialty Trust, Inc., and its debtor affiliates and the Official
Committee of Unsecured Creditors filed separate Chapter 11 plans
of liquidation and accompanying disclosure statements for the
Debtors on March 25, 2011.

The Hon. Gregg W. Zive of the U.S. Bankruptcy Court for the
District of Nevada (Reno) will convene a hearing on June 3, 2011,
at 2:00 p.m., to consider approval of the plan.

Both the Debtors and the Committee contemplate for the orderly
liquidation of the Debtors' assets over time.  The two Plan
Proponents say liquidation will result in greater recovery to all
of the Debtors' creditors.

These classes of claims are impaired and are entitled to vote:

   -- Class 1A consisting of US Bank Allowed Secured Claims
      against Specialty Trust, Inc.

   -- Class 1B consisting of US Bank Allowed Secured Claims
      against SAC II

   -- Class 2 consisting of the Deutsche Bank Allowed Secured
      Claims under the 2005 Indenture and the 2008 Indenture,
      which are held by the holders of notes issued pursuant to
      the Indenture appointing Deutsche Bank as Indenture Trustee

   -- Class 3 consisting of other secured claims

Holders of US Bank Restructured Note will have a one-time option
to credit bid an amount equal to or greater than any offer
acceptable by the Chapter 11 Trustee for property secured by said
Note provided that the holder of the Note gives written notice of
the credit bid to the Trustee within 48 hours after notice by the
Trustee to the holder of Trustee's acceptance of an offer to
purchase the property.  Any credit bid must include a cash
component to satisfy: (1) the costs of the sale of that property,
(2) the management fees allocated to the property for which the
credit bid was submitted, and (3) any senior lien, provided that,
to the extent any credit bid includes a cash component that is
used to satisfy any senior lien, that holder will receive a
replacement lien to secure repayment of the amount.

A copy of the Debtors' Disclosure Statement is available for free
at http://ResearchArchives.com/t/s?7599

A copy of the Committee's Disclosure Statement is available for
free at http://ResearchArchives.com/t/s?7598

                        About Specialty Trust

Reno, Nevada-based Specialty Trust, Inc., filed for Chapter 11
bankruptcy protection on April 20, 2010 (Bankr. D. Nev. Case No.
10-51432).  Sallie B. Armstrong, Esq., and Michelle N. Kazmar,
Esq., at Downey Brand LLP, in Reno, Nevada; and Ira D. Kharasch,
Esq., Scotta E. McFarlan, Esq., and Victoria A. Newmark, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Los Angeles, Calif., serve
as the Debtor's bankruptcy counsel.  On May 24, 2010, a committee
of equity holders was appointed.  On September 2, 2010,
the Court appointed Grant Lyon as chief restructuring officer
("CRO") of the Debtors.  In its schedules, the Debtor disclosed
assets of $201,452,048 and liabilities of $109,022,194 as of the
petition date.

On April 20, 2010, affiliates Specialty Acquisition Corp. (Bankr.
D. Nev. Case No. 10-51437) and SAC II (Bankr. D. Nev. Case No.
10-51440) filed separate petitions for Chapter 11 relief.  In its
amended schedules, Specialty Acquisition disclosed assets of
$3,886,113 and liabilities of $49,068,173 as of the petition date.
In its amended schedules, SAC II disclosed assets of $40,955,000
an liabilities of $39,445,118 as of the petition date.


STATION CASINOS: Reports $565 Million Net Loss in 2010
------------------------------------------------------
Station Casinos, Inc., on March 31, 2011, filed with the U.S.
Securities and Exchange Commission its annual financial report
for year ended December 31, 2010, in Form 10-K.

As a result the persistence of weak economic conditions in the
United States and particularly in Las Vegas, including depressed
real estate values, significant unemployment and low consumer
confidence levels adversely affected Station Casinos' net
revenues and gross margin during 2010, and these trends are
expected to continue into 2011.

During the year ended December 31, 2010, cash used in operating
activities was approximately $4.6 million, as compared to cash
used in operating activities of $126.7 million for the year ended
December 31, 2009, reflecting a year over year decrease in cash
used in operating activities of $122.1 million.  The improvement
in cash flows from operations resulted primarily from a decrease
of $40.4 million in additions to restricted cash, a decrease of
$95.1 million in cash paid for interest and a $10.1 million
increase in other operating cash inflows, partially offset by an
increase of $23.5 million in cash used for reorganization items.

During the year ended December 31, 2010, restricted cash
increased by $119.0 million due primarily to restrictions placed
on SCI's cash by the lenders of the CMBS Loans and the Bankruptcy
Court, partially offset by restricted cash released in connection
with the DIP financing.  The decrease in cash paid for interest
during 2010 was primarily due to the cessation of interest
payments on certain portions of SCI's debt.

As of December 31, 2010, SCI had $165.4 million in cash and cash
equivalents, of which approximately $83.5 million is in SCI's
casino cages to be used for the day-to-day operations of its
properties and the remaining $81.9 million is to be used for
general corporate purposes.

Frank J. Fertitta III, chairman of the board, chief executive
officer and president of Station Casinos, Inc., disclosed that on
July 31, 2009, SCI entered into an unsecured, subordinated
administrative priority DIP Credit Agreement with Vista Holdings,
LLC, a non-debtor subsidiary, as administrative agent and lender,
and the certain other lenders.  The DIP Credit Agreement, as
amended, provided for a $185 million revolving credit facility
that was funded on a committed basis for so long as Vista
Holdings had cash and cash equivalents on hand in excess of $100
million and on a discretionary basis thereafter.  The proceeds of
the loans incurred under the DIP Credit Agreement were used for
working capital and other general corporate purposes of the
Company and were available for intercompany loans to SCI's
subsidiaries during the pendency of the Chapter 11 Case.
Advances under the DIP Credit Agreement bear interest at a rate
equal to 2.5% plus LIBOR.  The DIP Credit Agreement matured on
August 10, 2010, and at December 31, 2010, $172.0 million in
advances remained outstanding under the DIP Credit Agreement.

                      2011 Cash Requirements

Mr. Fertitta says SCI's primary cash requirements for 2011 are
expected to include (i) approximately $55 million to $75 million
for maintenance and other capital expenditures, (ii) payments
related to SCI's existing and potential Native American projects
and (iii) expenses related to the Chapter 11 Case.  SCI's
liquidity and capital resources for 2011 are expected to be
significantly affected by the Chapter 11 Case and completion of a
restructuring of its indebtedness.

At this time it is not possible to predict with certainty the
effect the Chapter 11 Case and a restructuring will have on the
company's business or various creditors, Mr. Fertitta notes.

SCI's future results depend upon it successfully implementing, on
a timely basis, a restructuring of its indebtedness.  Its
operations and relationship with its customers, employees,
regulators, vendors and agents may be adversely affected by the
filing of the Chapter 11 Case.

As a result of the filing of the Chapter 11 Case, Mr. Fertitta
says he expects SCI to continue to incur, among other things,
increased costs for professional fees and similar expenses.  In
addition, the filing may make it more difficult to retain and
attract management and other key personnel and requires senior
management to spend a significant amount of time and effort
dealing with Station Casinos' financial reorganization instead of
focusing on the operations of its business.

SCI's cash flow may be affected by a variety of factors, many of
which are outside of its control, including regulatory issues,
competition, financial markets and other general business
conditions.

Mr. Fertitta says he cannot give an assurance that SCI will
possess sufficient income and liquidity to meet all of its
liquidity requirements and other obligations.  Although he
believes that cash flows from operations and borrowings under the
Past Revolving Loan will be adequate to meet Station Casinos'
financial and operating obligations in 2011, its results for
future periods are subject to numerous uncertainties.

"We may encounter liquidity problems, which could affect our
ability to meet our obligations while attempting to meet
competitive pressures or adverse economic conditions," Mr.
Fertitta notes.

                      CHAPTER 11 PROCEEDINGS

On July 28, 2010, the Debtors filed a Chapter 11 Plan of
Reorganization and an accompanying Disclosure Statement.  The
Court entered an order approving the Disclosure Statement on July
29, 2010 and confirmed the Plan on August 27, 2010.

On March 9, 2011, Station GVR Acquisition, LLC, an indirect
subsidiary of Station Casinos LLC, and Green Valley Ranch Gaming,
LLC  entered into an Asset Purchase Agreement, pursuant to which
the GVR Purchaser will purchase substantially all of the assets
and assume certain specified liabilities of Green Valley for $500
million through a Chapter 11 prepackaged plan of reorganization.
The GVR Asset Purchase Agreement is subject to, among other
things, the Court entering a confirmation order confirming the
Chapter 11 plan of Green Valley.

On March 22, 2011, the sellers under the Asset Purchase Agreement
and Green Valley and Aliante Gaming LLC commenced a solicitation
of approvals for the Subsidiary Plan to implement and facilitate
the sale and related restructuring transactions described in the
Asset Purchase Agreement, the GVR Asset Purchase Agreement and a
reorganization of Aliante, pursuant to which its lenders would
receive the equity of Aliante and $45 million in secured loans in
exchange for their claims.

Station Casinos expects that the Subsidiary Chapter 11 Cases will
be filed in the second quarter of 2011.

                        *     *     *

The consolidated financial statements have been prepared assuming
that SCI will continue as a going concern.  SCI commenced the
Chapter 11 case on July 28, 2009.  The pending Chapter 11 case
raises substantial doubt about SCI's ability to continue as a
going concern.  The consolidated financial statements do not
include any adjustments to reflect the possible future effects on
the recoverability and classification of assets or the amounts
and classification of liabilities that may result from the
outcome of the uncertainty.

A full-text copy of SCI's 2010 Annual Report on Form 10-K is
available for free at http://researcharchives.com/t/s?7593

                      STATION CASINOS, INC.
               (Debtor and Debtor-In Possession)
                  CONSOLIDATED BALANCE SHEETS

                                            Successor
                                           December 31,
                                       2010            2009
ASSETS                             -------------   -------------
Current assets:
Cash and cash equivalents          $165,357,000    $185,193,000
Restricted cash                     278,329,000     174,361,000
Receivables, net                     24,104,000      49,878,000
Inventories                           7,093,000       9,794,000
Prepaid gaming tax                   15,901,000      16,293,000
Prepaid expenses                     18,783,000      13,903,000
                                 --------------  --------------
Total current assets               509,567,000     449,422,000

Property and equipment, net        2,505,763,000   2,723,683,000
Restricted cash, noncurrent           15,006,000               -
Goodwill                             124,313,000     184,699,000
Intangible assets, net               272,524,000     293,235,000
Land held for development            240,836,000     305,617,000
Investments in joint ventures          5,516,000      10,489,000
Native American development cost     184,975,000     213,774,000
Other assets, net                     95,643,000      95,913,000
                                 --------------  --------------
Total assets                     $3,954,143,000  $4,276,832,000
                                 ==============  ==============

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Current portion                   $242,366,000     $242,347,000
Accounts payable                    10,266,000       14,905,000
Construction contracts payable         516,000          741,000
Accrued interest payable            22,399,000        2,341,000
Accrued expenses and other
liabilities                         92,268,000       91,676,000
                                 --------------  --------------
Total current liabilities         367,815,000      352,010,000

Long-term debt, less current portion  8,659,000        9,341,000
Deferred income taxes, net          108,551,000      116,691,000
Investments in joint
ventures, deficit                   344,767,000      143,048,000
Other long-term liabilities, net     12,778,000        7,021,000
                                 --------------  --------------
Total liabilities not subject
to compromise                     842,570,000      628,111,000
                                 --------------  --------------
Liabilities subject to
compromise                        5,997,821,000    5,984,109,000
                                 --------------  --------------
Total liabilities               6,840,391,000    6,612,220,000
                                 --------------  --------------
Commitments and contingencies
Stockholders' deficit:
Common stock                                -                -
Non-voting common stock               417,000          417,000
Additional paid in capital       2,964,648,000    2,951,031,000
Accumulated other
comprehensive income (loss)             43,000         (922,000)
Accumulated deficit             (5,849,683,000)  (5,285,914,000)
                                 --------------  --------------
Total SCI stockholders'        (2,884,575,000)  (2,335,388,000)
deficit

Noncontrolling interest             (1,673,000)               -
                                 --------------  --------------

Total stockholders' deficit    (2,886,248,000)  (2,335,388,000)
                                 --------------  --------------
  Total liabilities and
  stockholders' deficit         $3,954,143,000   $4,276,832,000
                                ==============   ==============

                     STATION CASINOS, INC.
              CONSOLIDATED STATEMENTS OF OPERATIONS
               For the year ended December 31, 2010

Operating revenues:
Casino                                             $699,401,000
Food and beverage                                   163,215,000
Room                                                 73,454,000
Other                                                59,086,000
Management fees                                      22,394,000
                                                 --------------
Gross revenues                                    1,017,550,000
Promotional allowances                              (72,595,000)
                                                 --------------
Net revenues                                       944,955,000
                                                 --------------
Operating costs and expenses:
Casino                                              289,168,000
Food and beverage                                   107,311,000
Room                                                 32,321,000
Other                                                19,979,000
Selling, general and administrative                 219,479,000
Corporate                                            34,899,000
Development                                          16,272,000
Depreciation and amortization                       153,316,000
Impairment of goodwill                               60,386,000
Impairment of other intangible assets                 4,704,000
Impairment of other assets                          196,930,000
Write-downs and other charges, net                   19,245,000
                                                 --------------
                                                  1,154,010,000
                                                 --------------
Operating (loss) income                             (209,055,000)
Earnings (losses) from joint ventures              (248,495,000)
Gain on dissolution of joint venture                124,193,000
                                                 --------------
Operating (loss) income
and earnings from joint ventures                  (333,357,000)

Other expense:
Interest expense, net                              (104,582,000)
Interest and other expense from joint ventures      (66,709,000)
Change in fair value of derivative instruments          (42,000)
Gain (loss) on early retirement of debt                       -
                                                 --------------
                                                   (171,333,000)
                                                 --------------
Loss before income taxes and reorganization items   (504,690,000)
Reorganization items                                (82,748,000)
                                                 --------------
Loss before income taxes                            (587,438,000)
                                                 --------------
Income tax benefit                                   21,996,000
                                                 --------------
Net loss                                           ($565,442,000)
                                                 ==============

                     STATION CASINOS, INC.
              CONSOLIDATED STATEMENTS OF CASH FLOWS
               For the year ended December 31, 2010

Cash flows from
operating activities:
Net loss                                          ($565,442,000)
                                                --------------

Adjustments to reconcile net loss to
net cash provided by operating activities:
Depreciation and amortization                      153,316,000
Change in fair value of derivative instruments          42,000
Impairment of goodwill                              60,386,000
Impairment of other intangible assets                4,704,000
Impairment of other assets                         196,930,000
Write-downs and other charges, net                  19,245,000
Share-based compensation                            13,381,000
Loss (earnings) from joint ventures                315,203,000
Gain on dissolution of joint ventures             (124,193,000)
Amortization of debt discount and issuance costs     1,955,000
(Gain) loss on early retirement                              -
Reorganization items                                82,748,000
Changes in assets and liabilities:
Restricted cash                                  (118,974,000)
Receivables, net                                   25,774,000
Inventories and prepaid expenses                    4,523,000
Due from unconsolidated affiliate                           -
Deferred income                                   (17,262,000)
Accounts payable                                   (4,645,000)
Accrued interest                                   21,348,000
Accrued expenses                                      698,000
Other, net                                           8,507,000
                                                --------------
  Total adjustments                                643,686,000
                                                --------------
Net cash (used in) provided by operating
activities before reorganization items              78,244,000
                                                --------------
Net cash used for reorganization items             (82,808,000)
                                                --------------
  Net cash (used in) provided by
  operating activities                              (4,564,000)
                                                --------------
Cash flows from investing activities:
Acquisition of SCI                                           -
Capital expenditures                               (34,530,000)
Proceeds from sale of land, property and equipment     871,000
Investments in joint ventures, net                  (3,509,000)
Distributions in excess                              6,112,000
Construction contracts payable                        (225,000)
Native American development costs                  (16,007,000)
Proceeds from Native American devt. costs
   repayment                                        42,806,000
Other, net                                         (10,487,000)
                                                --------------
  Net cash used in investing activities            (14,969,000)

Cash flows from financing
activities:
Cash equity contributions                                    -
Proceeds from issuance of CMBS loans                         -
Borrowings under Credit Agreement                    2,870,000
Proceeds from the issuance of Land Loan                      -
(Payments) borrowings under Term Loan                (2,500,000)
Redemption of senior subordinate                             -
Debt issuance costs                                          -
Other, net                                            (673,000)
                                                --------------
  Net cash (used in) provided by
  financing activities                                (303,000)
                                                --------------
Cash and cash equivalents:
(Decrease) increase in cash & cash equivalents     (19,836,000)
Balance, beginning of year                         185,193,000
                                                --------------
Balance, end of year                              $165,357,000
                                                ==============

                       About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 protection on July 28, 2009 (Bankr. D. Nev. Case No.
09-52477).  Milbank, Tweed, Hadley & McCloy LLP serves as legal
counsel in the Chapter 11 case; Brownstein Hyatt Farber Schreck,
LLP, as regulatory counsel; and Lewis and Roca LLP is local
counsel.  Lazard Freres & Co. LLC is investment banker and
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and noticing agent.  Brad E Scheler, Esq., and Bonnie Steingart,
Esq., at Fried, Frank, Shriver, Harris & Jacobson LLP, in New
York, serves as counsel to the Official Committee of Unsecured
Creditors.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

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


STATION CASINOS: Has Revised Transition Agreement for Green Valley
------------------------------------------------------------------
Station Casinos, Inc. and GV Ranch Station, Inc. submitted to the
United States Bankruptcy Court for the District of Nevada a
revised transition services agreement in connection with their
request for authority to enter into a series of transactions that
will transfer the ownership of Green Valley Ranch Resort, Spa &
Casino to a group led by the Fertitta family.

The Revised Transition Services Agreement reflects comments from
certain parties-in-interest on the form previously filed with the
Request.  The Revised TSA also added a provision that the Debtors
and Fertitta Gaming LLC may not terminate the delivery of
services if the requisite majority of the first lien lenders to
the Debtors agree to continue to, and thereafter do, timely pay
in full in cash all management fees and to continue to, and
thereafter do, timely reimburse in cash all Owner's Expenses and
FG Owner's expenses and provide adequate assurance of the payment
and reimbursement on terms reasonably satisfactory to SCI and FG
Manager, as applicable.

As previously reported, the Debtors also asked the Court to
approve a stipulation providing for the rejection and termination
of a licensing and support agreement Green Valley entered into
with SCI and GV Ranch, which governed Green Valley's use of
certain trademarks and other intellectual property owned by SCI
and the amendment of an operating agreement, which designated GV
Ranch as manager of hotel and casino operations for the Hotel.

If the Stipulation is approved, Green Valley will be obligated
directly to SCI for management fees in respect the SCI Management
Services as specified in the Transition Services Agreement and
SCI will provide SCI Management Services to Green Valley up to,
at the latest, the effective date of SCI's Plan of
Reorganization.

A blackline version of the Revised Transition Services Agreement
is available for free at:

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

The Court will convene a hearing on April 11, 2011, to consider
the request.  Objections were due March 29.

                       About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 protection on July 28, 2009 (Bankr. D. Nev. Case No.
09-52477).  Milbank, Tweed, Hadley & McCloy LLP serves as legal
counsel in the Chapter 11 case; Brownstein Hyatt Farber Schreck,
LLP, as regulatory counsel; and Lewis and Roca LLP is local
counsel.  Lazard Freres & Co. LLC is investment banker and
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and noticing agent.  Brad E Scheler, Esq., and Bonnie Steingart,
Esq., at Fried, Frank, Shriver, Harris & Jacobson LLP, in New
York, serves as counsel to the Official Committee of Unsecured
Creditors.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

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


STATION CASINOS: Accuses Henderson of Secret Meetings
-----------------------------------------------------
Station Casinos, Inc. has accused the city of Henderson of
violating Nevada's open meetings law, Daily Reporter reported on
April 3, 2011.

According to the Las Vegas Sun, the dispute arose in November
when Station's Sunset Station hotel-casino in Henderson sued the
city in Clark County District Court, charging it wrongly approved
plans for unrestricted gaming without a hotel at the now-closed
Roadhouse casino on Boulder Highway.  Daily Reporter said Station
Casinos adds the accusation to a lawsuit it filed on November
alleging that the city of Henderson approved a gambling site to
operate without hotel rooms.

Nevada requires gambling sites to have at least 200 hotel rooms
before granting unrestricted gambling licenses.  Station insists
that, if the Roadhouse wants unrestricted gaming, it needs to
comply with the state law.  In January, Station amended its
November complaint alleging that from November, the city council
and Stephanie Garcia-Vause, director of community development,
held a series of private discussions concerning Sunset Station's
appeal.

The city and the Roadhouse, Las Vegas Sun said, insist that the
Roadhouse is exempt from the requirement.  The city is asking the
court to strike what it calls the "scandalous" and "baseless"
open meeting claims from the Station lawsuit because it could
leave council members open to personal criminal liability, and
harm the reputations of two council members currently running for
re-election, Lahontan Valley News reported.

The open meeting claim is set to be heard on April 15, 2011.

                       About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 protection on July 28, 2009 (Bankr. D. Nev. Case No.
09-52477).  Milbank, Tweed, Hadley & McCloy LLP serves as legal
counsel in the Chapter 11 case; Brownstein Hyatt Farber Schreck,
LLP, as regulatory counsel; and Lewis and Roca LLP is local
counsel.  Lazard Freres & Co. LLC is investment banker and
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and noticing agent.  Brad E Scheler, Esq., and Bonnie Steingart,
Esq., at Fried, Frank, Shriver, Harris & Jacobson LLP, in New
York, serves as counsel to the Official Committee of Unsecured
Creditors.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

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


STEINWAY MUSICAL: S&P Puts 'B' Corp. Credit Rating on Watch Pos.
----------------------------------------------------------------
Standard & Poor's Ratings Services said it placed its ratings on
Steinway Musical Instruments Inc., including its 'B' corporate
credit rating and 'B+' issue-level rating, on CreditWatch with
positive implications, meaning that the ratings could either
be raised or affirmed following the completion of S&P's review.

The CreditWatch placement follows Steinway's announcement that it
intends to redeem for cash $85 million in aggregate principal
amount of the company's $152.5 million outstanding 7.0% senior
notes due 2014.  "In our opinion, this could result in a
meaningful improvement in Steinway's credit protection
measures relative to current levels," said Standard & Poor's
credit analyst Jeffrey Burian.  "We could consider an upgrade of
the company if leverage improves to and can be sustained below
4.0x."

In resolving the CreditWatch listing, Standard & Poor's will
assess the effect of this anticipated debt reduction on the
company's financial profile.  "We currently believe near-term
potential for raising Steinway's corporate credit rating is
limited to one notch.  We expect to resolve the CreditWatch
listing after meeting with management and the company completes
its partial redemption of its 7.0% senior notes due 2014," S&P
related.


STEWART ENTERPRISES: S&P Lowers Rating of Sr. Notes to 'BB-'
------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its ratings on
Jefferson, La.-based Stewart Enterprises Inc.'s senior unsecured
convertible notes to 'BB-' from 'BB' in conjunction with assigning
ratings to the $200 million senior unsecured note offering due
2019 on April 4, 2011.  "We also revised the recovery rating to
'5' from '4', indicating a modest (10% to 30%) recovery for
lenders in the event of payment default.  This is based on our
expectations that the senior secured revolving credit facility
will likely be increased in the near term," S&P related.

The company's strong liquidity reflects its balance sheet cash,
revolver availability and ability to generate consistent operating
cash flow in excess of needs.  Stewart's fair business risk
profile reflects its focus in a competitive and fragmented
industry with limited (although predictable) long-term growth
potential.  Rising consumer preference for lower cost services
that impedes Stewart's growth prospects are partially outweighed
by the company's operating visibility tied to contracted preneed
sales.  While Stewart has a narrow focus in a highly fragmented
industry, it operates as the second-largest rated funeral services
provider in North America, with a network of 218 funeral homes and
141 cemeteries in 24 states and Puerto Rico.  The company's
estimated $1.7 billion in preneed sales contracts (equal to
three years of revenue), should convert to revenue over time as
services are rendered, thus bolstering prospects in the medium
term.


SUGARHOUSE HSP: S&P Rates $235MM Sr. Secured Notes 'B-'
-------------------------------------------------------
Standard & Poor's Ratings Services said it assigned Philadelphia-
based Sugarhouse HSP Gaming Prop. Mezz. L.P.'s (HSP) proposed
$235 million senior secured notes due 2016 its preliminary 'B-'
issue-level rating (at the same level as S&P's 'B-' corporate
credit rating on the company).  "We also assigned this debt a
preliminary recovery rating of '3', indicating our expectation
for meaningful (50% to 70%) recovery for lenders in the event
of a payment default.  Sugarhouse HSP Gaming Finance Corp., a
newly formed, wholly owned subsidiary of HSP will serve as co-
issuer of the proposed notes," S&P stated.

"At the same time, we affirmed all of our existing ratings on the
company, including the 'B-' corporate credit rating.  The rating
outlook is negative," S&P related.

The company will use proceeds from the proposed notes issuance to
repay the $206 million outstanding balance on its existing term
loan as well as the $20 million balance on its furniture, fixture,
and equipment facility.  "We will withdraw the existing 'B-'
issue-level ratings on the company's senior secured credit
facilities (including a $10 million revolving credit facility and
the term loan) on the closing of the proposed notes offering," S&P
said.

Also, on the closing of the notes offering, the company intends to
enter into a new senior secured credit facility, providing for a
$10 million revolving line of credit.

"The 'B-' corporate credit rating reflects HSP's reliance
on a single property for cash flow generation and the highly
competitive dynamics in the region," said Standard & Poor's
credit analyst Michael Listner.  "Another factor is our belief
that the company will likely pursue a future debt-financed
expansion at the SugarHouse Casino despite the limited operating
history at the property and weaker-than-expected slot performance.
Additionally, a meaningful portion of the company's capital
structure is comprised of preferred and senior preferred equity
interests, which accrue a substantial noncash rate of return,"
S&P related.

"Although the existing credit agreement and the proposed notes
indenture will restrict the company's ability to make cash
distributions to the equityholders, we consider the preferred
equity to have debt-like characteristics given that the securities
likely represent a future claim on cash.  When included as a
component of the company's debt balance, the noncash accrual on
the preferred equity inhibits the company's ability to delever
under our current performance expectations," S&P added.


SUNOCO INC: S&P Likely to Lower Corp. Credit Rating to 'BB+'
------------------------------------------------------------
Standard & Poor's Ratings Services said its 'BBB-' corporate
credit and other ratings on Philadelphia-based Sunoco Inc. remain
on CreditWatch with negative implications.  The CreditWatch
update follows the company's completed sale of its Toledo refinery
to Toledo Refining Co. LLC, a subsidiary of PBF Holding Co. LLC,
for approximately $400 million.

"We initially placed the ratings on CreditWatch on June 17,
2010, when Sunoco announced plans to separate its SunCoke
Energy business from the remainder of the company.  The
CreditWatch listing indicates that we could either lower or
affirm the ratings following the completion of our review.
Approximately $2.4 billion of consolidated funded debt was
outstanding as of Dec. 31, 2010," S&P related.

"We believe that the planned spin-off of SunCoke would materially
weaken Sunoco's business risk profile because it would result in
a more concentrated portfolio of assets in refining, retail
marketing, logistics, and chemicals," said Standard & Poor's
credit analyst Patrick Jeffrey.  We have viewed the company's
SunCoke business as providing some operating stability because it
generates fairly steady cash flow and has good growth prospects.
We expect the company will focus more on increasing its retail
marketing and logistics businesses, rather than its refining
business.  Although the sale of the Toledo refinery reduced
Sunoco's exposure to the refining industry and its recent
operating challenges, its two remaining refining assets would
operate in the highly competitive PADD 1 market.  While these
transactions would enhance liquidity and improve the company's
capital structure, we believe the material loss of EBITDA,
especially from the SunCoke business, offsets these factors," S&P
related.

"We will continue to monitor developments regarding the separation
of the SunCoke Energy business.  Should this transaction be
completed, we would most likely lower our corporate credit and
debt issue ratings on Sunoco to 'BB+'.  Should the SunCoke
transaction be materially delayed or cancelled, we would
review the company's business and financial risks to determine
whether to affirm or lower the ratings," S&P stated.


SUNVALLEY SOLAR: Accumulated Losses Cue Going Concern Doubt
-----------------------------------------------------------
Sunvalley Solar, Inc., filed on March 31, 2011, its annual report
on Form 10-K for the fiscal year ended Dec. 31, 2010.

Sadler, Gibb and Associates, LLC, in Salt Lake City, Utah,
expressed substantial doubt about Sunvalley Solar's ability to
continue as a going concern.  The independent auditors noted that
the Company had losses from operations of $375,839 and accumulated
deficit of $958,924.

The Company reported a net loss of $375,839 on $4.6 million of
revenues for 2010, compared with a net loss of $587,859 on
$4.4 million of revenues for 2009.

At Dec. 31, 2010, the Company's balance sheet showed $3.2 million
in total assets, $3.1 million in total liabilities, and
stockholders' equity of $117,857.

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

                       http://is.gd/hyUleO

Walnut, California-based Sunvalley Solar, Inc., is focused on
developing its expertise and proprietary technology to install
residential, commercial and governmental solar power systems.  The
Company's customers range from small private residences to large
commercial solar power users.


SYRACUSE SYMPHONY: To File For Chapter 7 Bankruptcy Protection
--------------------------------------------------------------
Melinda Johnson at the Post-Standard, in Syracuse, New York,
reports that Syracuse Symphony's board of trustees will file
Chapter 7 bankruptcy, likely next week.

According to the report, interim Executive Director Paul Brooks
made the announcement after a 2-1/2 hour SSO board meeting.
Mr. Brooks said the board realized it couldn't support a 77-
person, $7 million orchestra on a $5 million budget.  The
statement also pointed out if another symphony organization should
be organized in the future, it would not be saddled with the SSO's
$5.5 million debt, a $2.5 million unfunded pension liability or "a
union contract that restricts its ability to configure itself to
fit the times."

Mr. Brooks said the board decided to file for Chapter 7 bankruptcy
because of the SSO's outstanding pension liability.  Chapter 7
enables the Pension Benefit Guaranty Corp. to step in and take
over responsibility for the pension, ensuring the musicians'
pension remains whole and intact.  The SSO's $5.5 million debt
includes major unfunded pension liability, outstanding accounts
payable, bank debt and unfulfilled susbscriptions.


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

According to reporting by Bloomberg News, Tim Blixseth admits that
he owes $1.3 million to Idaho and California, which he will pay,
but denies owning any taxes to Montana.  "It's bogus,"
Mr. Blixseth said in an interview, referring to Montana's claim
for $219,000.  "I've never ever seen the claim until yesterday."

Steven Church and Anthony Effinger at Bloomberg News report that
Mr. Blixseth claimed the allegations in Montana are a personal
attack on him by Governor Brian D. Schweitzer.

He said he is waiting for tax information from his ex-wife, who
took possession of the Yellowstone Club after their divorce.  The
couple owned it together until 2008, and Tim Blixseth is entitled
to write off some of the losses on his taxes for that year, he
said.

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

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

                     About Yellowstone Mountain

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

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

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

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


TONGJI HEALTHCARE: Delays Filing of 2010 Annual Report
------------------------------------------------------
Tongji Healthcare Group, Inc., informed the U.S. Securities and
Exchange Commission that it has encountered a delay in assembling
the information, in particular its financial statements for the
fiscal year ended Dec. 31, 2010, required to be included in its
Dec. 31, 2010 Form 10-K Annual Report.  The Company expects to
file its Dec. 31, 2010 Form 10-K Annual Report with the SEC within
15 calendar days of the prescribed due date.

                     About Tongji Healthcare

Based in Nanning, Guangxi, the People's Republic of China, Tongji
Healthcare Group, Inc., was incorporated in the State of Nevada on
December 19, 2006.  The Company operates Tongji Hospital,
a general hospital with 105 licensed beds.

As reported in the Troubled Company Reporter on April 22, 2010,
Kabani & Company, Inc., in Los Angeles, expressed substantial
doubt about the Company's ability to continue as a going concern,
following its 2009 results.  The independent auditors noted that
of the Company's significant operating losses and insufficient
capital.

The Company's balance sheet as of June 30, 2010, showed
US$5.9 million in total assets, US$6.0 million in total
liabilities, and a stockholders' deficit of US$109,296.


TOPS HOLDING: Incurs $26.95 Million Net Loss in 2010
----------------------------------------------------
Tops Holding Corporation filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K reporting a net
loss of $26.95 million on $2.25 billion of net sales for the
fiscal year ended Jan. 1, 2011, compared with a net loss of $25.69
million on $1.69 billion of net sales during the prior year.

The Company also reported a net loss of $13.77 million on $530.83
million of net sales for the fourth quarter of 2010, compared with
a net loss of $24.29 million on $424.44 million of net sales for
the fourth quarter of 2009.

The Company's balance sheet at Jan. 1, 2011 showed $680.35 million
in total assets, $745.86 million in total liabilities and $65.51
million in total shareholders' deficit.

Frank Curci, Tops' President and CEO, commented, "This was a
transformational year for Tops, as we expanded our geographic
reach, substantially grew our business, and strengthened our
franchise with the acquisition of Penn Traffic.  Our new customers
have enthusiastically welcomed us into their communities, and
thanks to our hard-working and talented employees, we have
successfully integrated all of the acquired supermarkets.  With
the integration now complete, we will focus on growth from the
leveraging of our increased footprint."

A full-text copy of the annual report on Form 10-K is available
for free at http://is.gd/gy7qjf

                         About Tops Markets

Privately owned Tops Markets, LLC headquartered in Williamsville,
New York, operates a chain of 71 owned Tops supermarkets and 5
franchised stores ("legacy stores") in western New York state,
with approximately $1.7 billion of annual revenues.  In February
2010, Tops acquired 79 stores from the bankruptcy estate of Penn
Traffic.  Tops continues to operate 55 stores, of which 7 may sold
or closed as a result of a preliminary FTC order.  The remaining
48 stores are in the final process of being re-branded as Tops
stores.  Tops' primary markets have historically been the Buffalo
and Rochester metro areas, and will expand to the south and east
with the acquisition of the Syracuse-based Penn Traffic stores.
The company is 75% owned by Morgan Stanley Capital Partners, with
remaining ownership held largely by a unit of HSBC and company
management.

                           *     *     *

According to the Troubled Company Reporter on Nov. 10, 2010,
Moody's Investors Service downgraded the Corporate Family and
Probability of Default Ratings of Tops Holding Corp. to Caa1 from
B3, and downgraded the rating of its $350 million of secured bonds
to Caa1 from B3.  The rating outlook is stable.  This concluded
the review for possible downgrade started on August 10, 2010.


TRANS ENERGY: Delays Filing of 2010 Annual Report
-------------------------------------------------
Trans Energy, Inc., said it has not received and completed certain
reports from its consultants that are necessary to complete the
financial statements.  This information is required for the
certifying auditors to finalize their report for the audited
financial statements for the year ended Dec. 31, 2010.
Accordingly the Company is unable to complete and file its Form
10-K annual report by the due date, but expects the audit will be
completed and Form 10-K finalized in order to file the report
within the prescribed extension period.

                        About Trans Energy

West Virginia-based Trans Energy, Inc. --
http://www.transenergyinc.com/-- is an independent exploration
and production company focused on exploring, developing and
producing oil and natural gas in the Appalachian Basin.  The
common shares of the Company are listed for trading on the Over
The Counter Bulletin Board under the symbol "TENG".

The Company's balance sheet at Sept. 30, 2010, showed
$40.04 million in total assets, $19.65 million in total
liabilities, and a stockholders' deficit of $20.39 million.

According to the Troubled Company Reporter on Nov. 9, 2010, Trans
Energy, Inc., and CIT Capital USA Inc. entered into a forbearance
letter agreement on Oct. 29, 2010, whereby CIT agreed to
forebear from exercising its rights and remedies against the
Company and its property until Dec. 31, 2010.  The forbearance
relates to a senior secured revolving credit facility.  The
October Forbearance Letter extends the terms and provisions of the
parties' earlier forbearance agreement entered into on July 9,
2010, that extended the forbearance period to Oct. 29, 2010.


TRANS-LUX CORPORATION: Incurs $7.03 Million Net Loss in 2010
------------------------------------------------------------
Trans-Lux Corporation filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K reporting a net loss of
$7.03 million on $24.30 million of total revenues for the year
ended Dec. 31, 2010, compared with a net loss of $8.79 million on
$28.54 million of total revenues during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $33.44 million
in total assets, $33.41 million in total liabilities and $30,000
in total stockholders' equity.

UHY LLP, in Hartford, Connecticut, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has incurred
significant recurring losses from continuing operations and has a
significant working capital deficiency.  In 2009, the Company had
a loss from continuing operations of $8.8 million and has a
working capital deficiency of $16.0 million as of Dec. 31, 2009.
Furthermore, the Company is in default of the indenture
agreements governing its outstanding 9 1/2% Subordinated
debentures and its 8 1/4% Limited convertible senior subordinated
notes so that the trustees or holders of 25% of the outstanding
Debentures and Notes have the right to demand payment immediately.

A full-text copy of the annual report on Form 10-K is available
for free at:

                       http://is.gd/nDcEa5

A full-text copy of the press release announcing the year-end and
fourth quarter results is available for free at:

                       http://is.gd/d6xj54

                   About Trans-Lux Corporation

Norwalk, Conn.-based Trans-Lux Corporation (NYSE Amex: TLX) is a
designer and manufacturer of digital signage display solutions for
the financial, sports and entertainment, gaming and leasing
markets.


TRIBUNE CO: Judge Carey Delays Plan Hearing to April 12
-------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware delayed the hearing to consider confirmation
of the competing Chapter 11 plans of reorganization for Tribune
Company and its debtor affiliates to April 12, 2011, to give
parties more time to mediate and work on a settlement, Steven
Church of Bloomberg News reported.

During a telephone hearing held on April 5, Judge Carey said the
delay of the confirmation hearing was requested by Judge Kevin
Gross who is overseeing the mediation between (i) the Debtors;
the Official Committee of Unsecured Creditors; Oaktree Capital
Management, L.P.; Angelo, Gordon & Co., L.P. and JP Morgan Chase
Bank, N.A. and (ii) Aurelius Capital Management, LP, on behalf of
its managed entities; Deutsche Bank Trust Company Americas, in
its capacity as successor Indenture Trustee for certain series of
Senior Notes; Law Debenture Trust Company of New York, in its
capacity as successor Indenture Trustee for certain series of
Senior Notes; and Wilmington Trust Company, in its capacity as
successor Indenture Trustee for the PHONES Notes.

"Judge Gross indicated to me . . . he thought it would be useful
for him to be able to have parties available to him," Bloomberg
quoted Judge Carey as saying.

Judge Carey, however, warned that he may find it impossible to
approve either of the rival Chapter 11 plans, a separate report
by Michael O'Neal of Chicago Tribune disclosed.

Chicago Tribune observed that given Judge Kevin Gross's failed
attempts to broker a settlement among the parties, the "odds of
success seem long."

The Debtors filed a modified Second Amended Joint Plan of
Reorganization on April 5, 2011, maintaining a $6.75 billion
total distributable enterprise value of the Debtors.  The
Noteholders' Second Amended Joint Plan of Reorganization dated
March 28, 2011, assumes that an $8 billion total distributable
value, between 73.9% and 81.12% of the equity value of
Reorganized Debtors will be distributed to creditors.

                        About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. And Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.  Chadbourne & Parke LLP
and Landis Rath LLP serve as co-counsel to the Official Committee
of Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

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


TRICO MARINE: Unit Exchange, Prepack Voting Extended to April 18
----------------------------------------------------------------
Trico Shipping AS, a subsidiary of Trico Marine Services, Inc.,
announced on April 6, 2011, that it has extended the expiration
date of its out-of-court exchange offer to the holders of its 11
7/8% senior secured notes due 2014 and the solicitation of
consents to the governing indenture to 5:00 p.m.  Eastern Time on
April 7, 2011.  Withdrawal rights under the Exchange Offer will
not be extended by the new expiration date.  The Company has
extended the deadline for submitting ballots to accept or reject
the prepackaged plan of reorganization to 5:00 p.m. Eastern Time
on April 18, 2011.  The Exchange Offer, Consent Solicitation and
solicitation of acceptances of the Prepackaged Plan are otherwise
unchanged.

The Exchange Offer, Consent Solicitation and solicitation of
acceptances of the Prepackaged Plan were scheduled to expire at
5:00 p.m. Eastern Time on April 5, 2011. At 5:00 p.m. Eastern Time
on April 5, 2011, $396,454,000 principal amount of Notes
representing approximately 99.11% of the outstanding principal
amount of the Notes had been validly tendered and not withdrawn in
the Exchange Offer. The Companyis extending the expiration date of
the Exchange Offer in order to permit the progression of
negotiations with other creditors, whose agreement is a condition
to the Exchange Offer.

The Exchange Offer is being made, and the New Common Stock is
being offered and issued within the United States only to
"qualified institutional buyers" as defined in Rule 144A under the
Securities Act of 1933, as amended or institutional "accredited
investors," as defined in Rule 501 under the Securities Act, and
outside the United States to non-U.S. investors.  The New Common
Stock to be offered has not been registered under the Securities
Act and may not be offered or sold in the United States absent
registration or an applicable exemption from registration
requirements.

                          About Trico Marine

Headquartered in Texas, Trico Marine Services, Inc. --
http://www.tricomarine.com/-- provides subsea services, subsea
trenching and protection services, and towing and supply vessels.
Trico filed for Chapter 11 protection (Bankr. D. Del. Case No. 10-
12653) on Aug. 25, 2010.  John E. Mitchell, Esq., Angela B.
Degeyter, Esq., and Harry A. Perrin, Esq., at Vinson & Elkins LLP,
serve as the Debtor's bankruptcy counsel.  The Debtor disclosed
US$30,562,681 in assets and US$353,606,467 in liabilities as of
the Petition Date.

Affiliates Trico Marine Assets, Inc. (Bankr. D. Del. Case No.
10-12648), Trico Marine Operators, Inc. (Case No. 10-12649), Trico
Marine International, Inc. (Case No. 10-12650), Trico Marine
Cayman, L.P. (Case No. 10-12651), and Trico Holdco, LLC (Case No.
10-12652) filed separate Chapter 11 petitions.

Cahill Gordon & Reindell LLP is the Debtors' special counsel.
Alix Partners Services, LLC, is the Debtors' chief restructuring
officer.  Epiq Bankruptcy Solutions is the Debtors' claims and
notice agent.  Postlethwaite & Netterville serves as the Debtors'
accountant and Ernst & Young LLP serves as tax advisors.
Pricewaterhousecoopers LLC provides the independent accountants
and tax advisors for the Debtors.

Aside from the Cayman Islands holding company, Trico's foreign
subsidiaries were not included in the filing and will not be
subject to the requirements of the U.S. Bankruptcy Code.

The Official Committee of Unsecured Creditors tapped Laura Davis
Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski, Stang,
Ziehl & Jones LLP, in Wilmington, Delaware, and Andrew K. Glenn,
Esq., David J. Mark, Esq., and Daniel A. Fliman, Esq., at
Kasowitz, Benson, Torres & Friedman LLP, in New York, as counsel.



TRANSWEST RESORT: Judge Sets May 13 Hearing on Cash Collateral
--------------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
U.S. Bankruptcy Judge Eileen W. Hollowell in Tucson, Arizona,
refused at a March 30 hearing to appoint a Chapter 11 trustee for
Transwest Resort Properties Inc.

As reported in the March 30, 2011, edition of the Troubled Company
Reporter, JPMCC 2007-C1 Grasslawn Lodging, LLC -- the senior
lender of Transwest Resort and its affiliates -- filed a notice of
two debtors' default under the bankruptcy court's second interim
order authorizing their use of JPMCC's cash collateral and the
resulting termination of those debtors' right to use JPMCC's cash
collateral.  The two debtors, Transwest Tucson, LLC and Transwest
Hilton Head, LLC, are the owners of two resorts -- the Westin La
Paloma Resort and Country Club in Tucson, Arizona and the Westin
Hilton Head Resort and Spa in Hilton Head, South Carolina.  JPMCC
said the Debtors violated the cash collateral order by
"unilaterally reducing" a required March 23 adequate protection
payment by $600,000.  JPMCC asked for the immediate appointment of
a Chapter 11 trustee.

The Debtors, according to the March 30 report, on the other hand
are asking the Court to enter a new emergency interim cash
collateral order allowing them to use the lender's cash collateral
for four weeks pursuant to a proposed emergency budget.  The
Debtors admit that they failed to make the full March 23 adequate
protection payment, but argue that the cash collateral dispute is
the result of "the belligerent and irresponsible conduct of
creditor JPMCC 2007-C1 Grasslawn Lodging, LLC, in response to the
Debtors using prudent and cautious business judgment in order to
preserve the going concern value of their estates."  The Debtors
said they were willing to "work on responsible solutions that
would allow for additional adequate protection payments but that
also protect the Resorts' operations," but the lender "declined to
engage in any discussion regarding practical solutions to the
anticipated cash flow problems at La Paloma" unless and until the
full adequate protection payment was made.

According to Mr. Rochelle, Judge Hollowell at the March 30 hearing
ruled that the cash collateral order was ambiguous with regard to
whether there was flexibility as to the amount payable each month.
She directed the parties to hold a hearing with witnesses on
May 13.

Senior lender JPMCC 2007-C1 Grass Lodging LLC is represented by:

     Ethan B. Minkin, Esq.
     Jaclyn D. Foutz, Esq.
     Dean C. Waldt, Esq.
     Jon Theodore Pearson, Esq.
     BALLARD SPAHR LLP
     1 E. Washington Street, Suite 2300
     Phoenix, AZ 85004
     Tel: 602-798-5451
     E-mail: minkine@ballardspahr.com
             foutzj@ballardspahr.com
             waldtd@ballardspahr.com
             pearsonj@ballardspahr.com

                      About Transwest Resort

Tucson, Arizona-based Transwest Resort Properties, Inc., filed for
Chapter 11 bankruptcy protection (Bankr. D. Ariz. Case No. 10-
37134) on Nov. 17, 2010.  Kasey C. Nye, Esq., and Elizabeth S.
Fella, Esq., at Quarles & Brady LLP, in Tucson, Ariz., assist the
Debtor in its restructuring effort.  The Debtor estimated its
assets at up to $50,000 and debts at $10 million to $50 million.

Affiliates Transwest Hilton Head Property, L.L.C. (Bankr. D. Ariz.
Case No. 10-37170), Transwest Tucson Property, L.L.C. (Bankr. D.
Ariz. Case No. 10-37160), Transwest Tucson II, L.L.C. (Bankr. D.
Ariz. Case No. 10-37151), and Transwest Hilton Head II, L.L.C.
(Bankr. D. Ariz. Case No. 10-37145) filed separate Chapter 11
petitions on November 17, 2010.  Transwest Hilton Head Property
estimated its assets at $10 million to $50 million and debts at
$100 million to $500 million.  Transwest Tucson Property estimated
its assets at $50 million to $100 million and debts at
$100 million to $500 million.


UNILAVA CORPORATION: Delays Filing of 2010 Annual Report
--------------------------------------------------------
Unilava Corporation notified the U.S. Securities and Exchange
Commission that it is unable to file its Form 10-K within the
prescribed time period without unreasonable effort or expense due
to the fact that it has not completed the process of preparing and
integrating its operating and financial information into
statements for the fiscal year ended Dec. 31, 2010.  The Company
anticipates that it will file its Form 10-K no later than the
fifteenth calendar day following the prescribed due date, as
permitted by Exchange Act Rule 12b-25.

                     About Unilava Corporation

Unilava Corporation (OTC BB: UNLA)-- http://www.unilava.com/-- is
a diversified communications holding company incorporated under
the laws of the State of Wyoming in 2009.  Unilava Corporation and
its subsidiary brands provide a variety of communications
services, products, and equipment that address the needs of
corporations, small businesses and consumers.  The Company is
licensed to provide long distance services in 41 states throughout
the U.S. and local phone services across 11 states.  Through its
carrier-grade microwave wireless broadband infrastructure and
broadband Internet access partners, the Company also offers mobile
and high-definition IP-hosted voice services to residential
customers and corporate clients. Additionally, Unilava Corp.
delivers a comprehensive and integrated suite of fee-based online
and mobile advertising and web services to a broad array of
business enterprises.  Headquartered in San Francisco, the Company
has regional offices in Chicago, Seoul, Hong Kong, and Beijing.

The Company's balance sheet at Sept. 30, 2010, showed
$4.65 million in total assets, $5.42 million in total liabilities,
and a stockholders' deficit of $776,747.

As reported by the TCR on Nov. 25, 2010, De Joya Griffith &
Company, LLC, in Henderson, Nev., 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 has suffered losses from operations.


UNIVERSAL BIOENERGY: Delays Filing of 2010 Annual Report
--------------------------------------------------------
Universal Bioenergy, Inc., informed the U.S. Securities and
Exchange Commission that it has been unable to complete its Form
10-K for the year ended Dec. 31, 2010, within the prescribed time
because of delays in completing the preparation of its financial
statements and its management discussion and analysis.  Those
delays are primarily due to Company's management's dedication of
such management's time to business matters.  This has taken a
significant amount of management's time away from the preparation
of the Form 10-K and delayed the preparation of the audited
financial statements for the year ended Dec. 31, 2010.

                    About Universal Bioenergy

Universal Bioenergy Inc., is an alternative energy company
headquartered in Irvine, California.  The Company's new strategic
direction is to develop and market a diverse product line of
alternative and natural energy products including, natural gas,
solar, biofuels, wind, wave, tidal, and green technology products.

The Company's balance sheet at Sept. 30, 2010, showed
$3.00 million in total assets, $3.35 million in total liabilities,
and a $353,406 stockholders' deficit.

As reported by the TCR on Nov. 26, 2010, S.E.Clark & Company,
P.C., in Tucson, Arizona, 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 has
net losses for the period from inception (August 13, 2004) to Dec.
31, 2009, of $14.8 million.  Further, the Company has inadequate
working capital to maintain or develop its operations, and is
dependent upon funds from private investors and the support of
certain stockholders.


UPSTREAM WORLDWIDE: Berman & Company Raises Going Concern Doubt
---------------------------------------------------------------
Upstream Worldwide, Inc., filed on March 31, 2011, its annual
report on Form 10-K for the fiscal year ended Dec. 31, 2010.

Berman & Company, P.A., in Boca Raton, Florida, expressed
substantial doubt about Upstream Worldwide's ability to continue
as a going concern.  The independent auditors noted that the
Company has a net loss of $16,791,253 and net cash used in
operations of $3,161,683 for the year ended Dec. 31, 2010; and has
a working capital deficit of $2,070,274, and a stockholders'
deficit of $1,396,109 at Dec. 31, 2010.

The Company reported a net loss of $16.8 million on $32.5 million
of revenue for 2010, compared with a net loss of $4.1 million on
$29.0 million for 2009.

At Dec. 31, 2010, the Company's balance sheet showed $2.1 million
in total assets, $3.5 million in total liabilities, all current,
and a stockholders' deficit of $1.4 million.

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

                       http://is.gd/DT3hWv

Ft. Lauderdale, Fla.-based Upstream Worldwide, Inc., formerly,
Money4Gold Holdings, Inc. --  http://www.money4gold.com/-- is an
emerging leader in direct-from-consumer, reverse logistics,
currently specializing in the procurement and aggregation of
cellular phones and precious metals to be recycled.  From the
inception of the Company's current business in 2008 through 2010,
substantially all of the Company's revenue came from the precious
metals business.  In mid-2010, the Company began to diversify its
business by introducing a service, similar to its precious metals
business, for cellular phones as it saw the gold and silver
business begin to sharply retract.


VERENIUM CORP: Simon Rich Resigns as Board Member
-------------------------------------------------
Simon Rich notified Verenium Corporation that he was resigning as
a member of the Company's Board of Directors.  Mr. Rich's
resignation does not involve any disagreement with the Company,
its management or the Board.

                     About Verenium Corporation

Cambridge, Mass.-based Verenium Corporation (NASDAQ: VRNM) --
http://www.verenium.com/-- is a pioneer in the development and
commercialization of high-performance enzymes for use in
industrial processes.  Verenium currently sells enzymes developed
using its R&D capabilities to industrial customers globally for
use in markets including biofuels, animal health and oil seed
processing.

The Company reported a net loss of $5.35 million on $52.07 million
of total revenue for the year ended Dec. 31, 2010, compared with a
net loss of $56.24 million on $48.82 million of total revenue
during the prior year.

As reported in the Troubled Company Reporter on March 19, 2010,
Ernst & Young LLP, in San Diego, Calif., expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that of the Company's recurring
operating losses and accumulated deficit of $630.0 million at
Dec. 31, 2009.


VERINT SYSTEMS: S&P Assigns 'B+' Rating on First Lien Revolver
--------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B+'
issue-level ratings to Verint Systems Inc.'s proposed up to
$200 million first-lien revolver due 2016 and $580 million first-
lien term loan due 2017.  The proposed facility would refinance
the current amount outstanding under the existing term loan, and
increase the amount of the revolver availability by $125 million
from the current $75 million limit, to position itself to take
advantage of potential future, opportunistic acquisitions.  The
new ratings are the same as the 'B+' corporate credit rating on
the company.

"We also assigned a '3' recovery rating to these facilities,
indicating our expectation of meaningful (50%-70%) recovery for
lenders in the event of a payment default.  Our estimated recovery
is at the very high end of this 50%-70% range," S&P stated.

"We view this transaction as credit neutral and so the 'B+'
corporate credit rating and the stable outlook on Verint remain
unchanged.  Verint's ratings reflect its weak business risk
profile that incorporates its limited operational scale, the
highly competitive nature of the software industry, its reliance
on specialized product offerings, and an aggressive financial
profile.  Favorable market growth, particularly through the
recession, a predictable and growing revenue base stemming from
high renewal rates, and a diversified portfolio of products and
services partially offset those factors," S&P related.

Ratings List

Verint Systems Inc.
Corporate Credit Rating          B+/Stable/--

New Ratings

Verint Systems Inc.
First-lien revolver due 2016     B+
   Recovery Rating                3
$580 mil first-lien term loan    B+
due 2017
   Recovery Rating                3


W&D VENTURES: Case Summary & 3 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: W&D Ventures, LLC
        107 Twin Oaks Court
        Fortson, GA 31808

Bankruptcy Case No.: 11-40364

Chapter 11 Petition Date: April, 2011

Court: U.S. Bankruptcy Court
       Middle District of Georgia (Columbus)

Debtor's Counsel: Stephen G. Gunby, Esq.
                  PAGE SCRANTOM SPROUSE TUCKER & FORD, PC
                  1111 Bay Avenue, 3rd Floor
                  Columbus, GA 31901
                  Tel: (706) 243-5630
                  Fax: (706) 596-9992
                  E-mail: sgg@psstf.com

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

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

A list of the Company's three largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/gamb11-40364.pdf

The petition was signed by John Dalelio, manager.


WEST FRASER: S&P Holds 'BB+' Corporate; Outlook Positive
--------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
West Fraser Timber Co. Ltd. (WFT) to positive from stable.  At the
same time, Standard & Poor's affirmed its 'BB+' long-term
corporate rating on the company.

"We also affirmed our 'BB+' issue-level rating on the
company's senior secured notes and revised the recovery rating
on the notes to '3', indicating an expectation of  meaningful
(50%-70%) recovery in the event of default, from '4', indicating
an expectation of average (30%-50%) recovery in default.  The
improved recovery prospects are mainly related to the reduction in
the company's secured credit facility as our estimated valuation
of WFT in default has remained relatively constant," S&P related.

"The positive outlook reflects our expectations that WFT will
continue generating good cash flows in the next two years as
lumber demand and pricing improves given our expectations of
gradual improvement in the U.S. housing construction market,
said Standard & Poor's credit analyst Jatinder Mall.  Furthermore,
the company's debt levels should remain flat over this period
despite expected high capital expenditure," Mr. Mall added.

"The ratings on WFT reflect our view of the company's position as
a leading North American lumber producer, its low-cost lumber
operations, a high degree of fiber integration, good product
diversity, and low leverage.  These strengths are somewhat offset,
in our opinion, by the company's participation in the cyclical
housing construction and volatile pulp markets," S&P noted.

WFT is an integrated wood products company with operations in
western Canada and the southern U.S. Although its core business is
lumber production, it also produces panels, pulp, and newsprint.
The company has an annual production capacity of 5.5 billion board
feet of lumber and 1.15 million metric tons of pulp capacity, and
also produces panels and newsprint.

"The positive outlook reflects our expectations that WFT
will continue to generate good cash flows in the next two years
as demand and lumber pricing improves given our expectations of
gradual improvement in the U.S. housing construction market.
Although spending for capital investments is likely to increase
meaningfully for 2011 and 2012, WFT has accumulated excess cash
that, combined with internal cash flow generation, could fund
the required capital expenditure.  An upgrade would require
improvement in the business risk profile, which could either be
as a result of improvement in U.S. housing starts or if WFT
continues to generate good profitability as expected despite low
housing starts and is able to maintain leverage of below 1.5x.
We could lower the ratings on WFT if lumber and pulp prices
decline sharply resulting in annualized EBITDA of about
C$150 million, which translates in to a leverage ration of about
3.0x based on current adjusted debt levels," S&P stated.


W.R. GRACE: To Release 1st Quarter Results on April 26
------------------------------------------------------
W. R. Grace & Co. (NYSE:GRA) announced that it will release its
first quarter 2011 financial results at 6:00 a.m. ET on Tuesday,
April 26.  A company hosted conference call and webcast will
follow at 11:00 a.m. ET that day.

During the call, Fred Festa, Chairman, President and Chief
Executive Officer, and Hudson La Force, Senior Vice President and
Chief Financial Officer, will discuss the first quarter results.
A question and answer session will follow the prepared remarks.

Access to the live webcast and the accompanying slides will be
available through the Investor Information - Investor
Presentations section of the company's Web site,
http://www.grace.com. Those without access to the Internet can
participate by dialing 1.866.700.5192 (US) or +1.617.213.8833
(International).  The conference call ID is 11358087.  Investors
are advised to dial into the call at least ten minutes early in
order to register.

An audio replay will be available at 2:00 p.m. ET on April 26.
The replay will be accessible by dialing 1.888.286.8010 (US) or
+1.617.801.6888 (International) and entering conference call ID
59597526.

                      About W.R. Grace & Co.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones,
LLP, represent the Debtors in their restructuring effort.  The
Debtors hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock
& Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on Jan. 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Wins OK to Contribute $236-Mil. to Pension Plan
-----------------------------------------------------------
Judge Judith Fitzgerald of the U.S. Bankruptcy Court for the
District of Delaware granted in its entirety the request by W.R.
Grace & Co. and its debtor affiliates for authority to contribute
up to $236 million to their U.S. defined benefit employee
retirement plans.  Accordingly, the Court authorized, but not
required, the Debtors to make a series of contributions in 2011 to
the Grace Retirement Plans totaling approximately $236 million.
The Debtors said no party objected to their request.

The 2011 Contribution is comprised of:

  1. A $55.8 million minimum pension contribution, in addition
     to the $9.9 million the Debtors already paid in January
     2011; and

  2. An additional contribution of up to $180 million.

The Debtors have concluded that, under all likely scenarios, they
will be required by statute to contribute to their Retirement
Plans an amount equal to the $180 million Additional Contribution
plus the contributions during the 2011-17 time period.  In
consultation with their advisors, the Debtors have further
concluded that they will accrue a number of tangible benefits,
including up to approximately $82.4 million in cash savings, if
they make the Additional Contribution to the Plan Trust now, in
2011, instead of making those payments piecemeal from now through
2017.

In particular, the Additional Contribution will:

  * Generate cash tax savings in 2011 of up to approximately
    $56 million;

  * Reduce over the 2011-17 time period estimated cash pension
    contributions by approximately $26.4 million, and reduce
    projected pension expenses by a similar amount;

  * Generate an internal rate of return of up to 21% based on
    the foregoing cash savings of up to approximately
    $82.4 million;

  * Reduce unfunded pension liabilities by more than 60% in
    2011, from approximately $367 million to $133 million;

  * Reduce volatility in future pension benefit obligations and
    associated required cash pension contributions and pension
    expenses; and

  * Create a "pre-funding credit" that will enable the Debtors
    to better manage their annual free cash flow during the
    critical years directly following emergence from bankruptcy.

The Additional Contribution will further optimize the Reorganized
Debtors' capital structure at exit and in the years following by
exchanging highly volatile and uncertain unfunded pension benefit
obligations for a fixed amount of debt at a contractual interest
rate, Adam Paul, Esq., at Kirkland & Ellis LLP, in Chicago,
Illinois, tells the Court.  The need to act now to optimize the
capital structure has gained fresh urgency with the Court's recent
entry of the confirmation order on Jan. 31, 2011, he asserts.

The Additional Contribution may require the Debtors to increase
the anticipated size of their exit financing needs, but the
Debtors, in consultation with their advisors, have concluded that
they have more than ample liquidity and debt capacity to pay all
allowed claims contemplated by the Chapter 11 Plan, regardless of
whether their exit financing needs increase as a result of having
made the Additional Contribution, Mr. Paul asserts.

The Debtors intend to frontload the 2011 Contribution by making,
on or before March 31, 2011, the entire Additional Contribution
plus the statutory minimum contribution of approximately
$13 million, which must be paid in April 2011, for a total of
$193 million.  The Debtors intend to contribute the remaining
balance of the 2011 Contribution on these dates:

     July 2011              $13.2 million
     September 2011         $16.3 million
     October 2011           $13.2 million

                      About W.R. Grace & Co.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones,
LLP, represent the Debtors in their restructuring effort.  The
Debtors hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock
& Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on Jan. 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Wins OK to Create Netherlands Holdco Structure
----------------------------------------------------------
W.R. Grace & Co. and its units received the Bankruptcy Court's
authority to establish a non-debtor foreign subsidiary holding
company structure pursuant to which W.R. Grace & Co.-Conn. will
transfer its equity interests in certain non-debtor foreign
subsidiaries to a holding company.

The equity interests of the holding company will be wholly owned
by Grace-Conn.  The Debtors intend to domicile in the Netherlands.

These entities are the Non-debtor HoldCo Subsidiaries whose equity
interests Grace-Conn. holds in part or in toto that Grace-Conn.
currently intends to transfer to the Netherlands HoldCo:

  * Grace Australia Pty. Ltd.
  * W. R. Grace (Hong Kong) Limited
  * W. R. Grace Specialty Chemicals (Malaysia) Sdn. Bhd.
  * Grace China Ltd.
  * Grace (New Zealand) Limited
  * W. R. Grace (Philippines), Inc.
  * W. R. Grace (Thailand) Ltd.
  * Grace AB (Sweden)
  * Grace S.A. (Belgium)
  * Grace Europe Holding GmbH
  * W. R. Grace S.A. (France)
  * Darex UK Limited
  * W. R. Grace Limited (UK)
  * Grace Construction Products (Ireland) Limited
  * Amicon B.V. Netherlands
  * Grace Sp. z.o.o. (Poland)
  * Grace Hellas E.P.E.
  * W. R. Grace Italiana S.p.A.
  * W. R. Grace Africa (Pty.) Limited
  * Grace Canada Inc.
  * W. R. Grace Finance (NRO) Ltd.
  * GEC Divestment Corporation Ltd.
  * Grace Venezuela, S.A.
  * Inversiones GSC, S.A. (Venezuela)
  * Grace Colombia S.A.
  * W.R.G. Colombia S.A.
  * W. R. Grace Holdings S.A. de C.V.
  * Arnicon Ireland Limited

According to Adam Paul, Esq., at Kirkland & Ellis LLP, in Chicago,
Illinois, establishing the Netherlands HoldCo Structure will:

  * centralize, simplify, and increase the cost effectiveness
    and tax efficiencies of the financing, cash management and
    other activities of certain of the Debtors' non-debtor
    foreign subsidiaries;

  * preserve foreign tax credits and maximize the availability
    of the net operating losses expected to result from payment
    of claims under the Plan; and

  * optimize the corporate structure of the Debtors' non-debtor
    foreign subsidiaries, which will streamline the Debtors'
    proposed exit financing.

Mr. Paul adds that the Netherlands is a highly favorable
jurisdiction in which to establish the Netherlands HoldCo
Structure.  The Netherlands: (i) has an extensive and favorable
tax treaty network, which allows for efficient capital transfers;
(ii) does not impose currency exchange restrictions; and (iii)
provides an attractive legal infrastructure in which to operate
sophisticated business enterprises, including business-friendly
civil and commercial law and a favorable corporate tax regime, he
points out.

Moreover, Mr. Paul says, any subsidiaries of the Non-debtor HoldCo
Subsidiaries will become indirect subsidiaries of Netherlands
HoldCo.  No Non-debtor HoldCo Subsidiary, nor any portion of the
equity thereof nor any assets held by any Non-debtor HoldCo
Subsidiary, will be transferred outside the Grace corporate group
as a result of the transactions contemplated by the creation of
the Netherlands HoldCo Structure, he tells the Court.  To the
extent that another Debtor holds a minority interest in a Non-
Debtor Netherlands HoldCo Subsidiary, that Debtor either may
retain any interest or transfer that interest to Netherlands
HoldCo.

The Debtors believe that the proposed transfers will involve
acceptable tax and other costs.  To the extent that they
determine subsequent to the Court's entry of the Order that any
proposed transfer would incur unexpectedly high tax and other
costs or present some other legal or operational issue requiring
resolution, the Debtors in their business judgment may either:
(a) revise the proposed transactions to avoid or minimize any
costs or to resolve any other legal or operational issue; or
(b) not undertake the contemplated transaction.

                      About W.R. Grace & Co.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones,
LLP, represent the Debtors in their restructuring effort.  The
Debtors hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock
& Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on Jan. 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


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

According to reporting by Bloomberg News, Tim Blixseth admits that
he owes $1.3 million to Idaho and California, which he will pay,
but denies owning any taxes to Montana.  "It's bogus,"
Mr. Blixseth said in an interview, referring to Montana's claim
for $219,000.  "I've never ever seen the claim until yesterday."

Steven Church and Anthony Effinger at Bloomberg News report that
Mr. Blixseth claimed the allegations in Montana are a personal
attack on him by Governor Brian D. Schweitzer.

He said he is waiting for tax information from his ex-wife, who
took possession of the Yellowstone Club after their divorce.  The
couple owned it together until 2008, and Tim Blixseth is entitled
to write off some of the losses on his taxes for that year, he
said.

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

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

                     About Yellowstone Mountain

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

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

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

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


ZAIS INVESTMENT: Anchorage Funds Try to Force Bankruptcy
--------------------------------------------------------
Bankruptcy Law360 reports that three funds run by Anchorage
Capital Group LLC filed a petition Friday in New Jersey court
seeking to push Zais Investment Grade Limited VII, a Cayman
Islands-based debt issuer, into involuntary Chapter 11, claiming
they're owed more than $133 million.

Law360 says the petition, in the U.S. Bankruptcy Court for the
District of New Jersey, said the claims are based upon principal
only and don't include interest and other costs.


* Late Appeal Filing Is Jurisdictional, Third Circuit Holds
-----------------------------------------------------------
The U.S. Court of Appeals in Philadelphia ruled in a bankruptcy
case handed down April 4 that the failure to file a notice of
appeal on time is "mandatory and jurisdictional."  The case
involved an individual who filed a notice of appeal -- three days
after the 10-day window prescribed in FRBP Rule 8002 -- from a
bankruptcy court order dismissing his Chapter 11 case.  The Third
Circuit in Philadelphia determined that the failure to file the
notice of appeal on time deprives an appellate court of
jurisdiction.  Consequently, the appellate court could not
consider the bankrupt's argument that the failure to file on time
could be overlooked under the doctrine of "excusable neglect."
The case is In re Caterbone, 07-2151, 3rd U.S. Circuit Court of
Appeals (Philadelphia).


* What Happens to Courts if the Federal Government Closes?
----------------------------------------------------------
If Congress is unable to agree on the continued funding of
government before April 8, the Judicial Branch of the U.S.
Government is prepared to use non-appropriated fees to keep the
courts running for up to two weeks.

Once that funding is exhausted, however, the federal court system
faces serious disruptions.  Following their own contingency plans,
federal courts would limit operation to essential activities.

For the federal courts, this would mean limiting activities to
those functions necessary and essential to continue the resolution
of cases.  All other personnel services not related to performance
of Article III functions would be suspended.

The jury system would operate as necessary, although payments to
jurors would be deferred.  Attorneys and essential support staff
in federal defender offices and court-appointed counsel would
continue to provide defense services as needed, but again,
payments would be deferred.  Courts would determine the number of
probation office staff needed to maintain service to the courts
and the safety of the community.


* Small Firms Survive But Face Challenges in Obtaining Loans
------------------------------------------------------------
Small businesses that have previously filed for bankruptcy are no
more burdened than other small firms by poor cash flow, high
health insurance costs, or excessive taxes, and they attain
similar firm sizes, according to a study released on April 6,
2011, by the U.S. Small Business Administration's Office of
Advocacy.  However, they have about a 24 percent higher likelihood
of being denied a loan and are charged interest rates at least 1
percent higher than other firms.  The report finds that firms
owned by African and Latino Americans are even more likely to be
denied loans and charged higher interest rates.

"Small businesses filing for bankruptcy have an opportunity for a
new start. This new start is hampered by the challenges of
obtaining new loans.  This can impede innovation and job
creation," said Chief Counsel for Advocacy Winslow Sargeant.

The study, Beyond Bankruptcy: Does the Bankruptcy Code Provide A
Fresh Start to Entrepreneurs? by Aparna Mathur, finds that owners
of 2.6 percent of firms have filed for bankruptcy at some point in
the previous seven years.  Credit rationing of previously bankrupt
firms leads to a class of discouraged borrowers who are
significantly less likely even to apply for a loan, according to
the study.

The research relies on data from the National Survey of Small
Business Finances as a basis for the analysis. Surveys were
conducted by the Federal Reserve Board in 1993, 1998, and 2003.
The full study is available online at www.sba.gov/advocacy.

The Office of Advocacy of the U.S. Small Business Administration
(SBA) is an independent voice for small business within the
federal government. The presidentially appointed Chief Counsel for
Advocacy advances the views, concerns, and interests of small
business before Congress, the White House, federal agencies,
federal courts, and state policymakers.  For more information,
visit www.sba.gov/advo, or call (202) 205-6533.


* Liquidity-Stress Index for Junk Companies Improves
----------------------------------------------------
The forgiving debt markets are improving liquidity for junk-rated
companies, according to an April 1 report from Moody's Investors
Service, Bill Rochelle, the bankruptcy columnist for Bloomberg
News, said.  Junk-rated companies with the weakest liquidity
ratings shrank to 4.4% in March from 4.7% the month before,
Moody's reported.  The liquidity-stress index is the lowest since
June 2005, according to Moody's.


* Kamakura Troubled Company Index Declined to 5.47% in March
------------------------------------------------------------
Kamakura Corporation reported Tuesday that the Kamakura index of
troubled public companies fell in March.  The index set an all-
time low of 4.36% on Dec. 17, 2010, but has shown quite a bit of
volatility over the past month hitting an intra-month high of
7.28% on March 16, but then falling throughout the month.  The
intra-month spike was caused by the earthquake, tsunami and
subsequent Fukushima nuclear power plant crisis.  These same
disaster-related effects made TEPCO the firm with the world's
highest one-month default risk among rated companies.

The Kamakura troubled company index measures the percentage of
29,400 public firms in 37 countries that have annualized 1 month
default risk over one percent.  Beginning with the November 2010
index value, the Kamakura troubled company index is now based on
the version 5.0 default models from Kamakura Risk Information
Services. Previously, the index was reported using the KRIS
version 4.1 models.  The version 5 models were estimated over the
period from January 1990 to December 2008 and therefore capture
the key events of the credit crisis in the fall of 2008.

Kamakura's index had reached a recent peak of 22.25% in January,
2009.  Credit conditions at the end of March were better than
credit conditions in 98.08% of the months since the index's
initiation in January 1990.

The average index value since January 1990 is 12.56%.

The all-time high in the index was 27.41%, recorded on Oct. 31,
2001.  To follow the troubled company index and other risk
commentary by Kamakura on a daily basis, see
www.twitter.com/dvandeventer and www.twitter.com/KamakuraCo.  For
a detailed comparison of Versions 5.0 and 4.1 of the index, please
see this recent blog entry:

http://www.kamakuraco.com/Blog/tabid/231/EntryId/241/Introducing-
the-Kamakura-Troubled-Company-Index-Version-5.aspx

In March, the percentage of the global corporate universe with
default probabilities between 1% and 5% was 4.45%, a decrease of
39 basis points.  The percentage of companies with default
probabilities between 5% and 10% was 0.74%, a decrease of 7 basis
points.  The percentage of the universe with default probabilities
between 10 and 20% was 0.21% of the universe, down 7 basis points,
while the percentage of companies with default probabilities over
20% was 0.07% of the total universe in March, a decrease of 1
basis point.

Martin Zorn, Chief Administrative Officer for Kamakura
Corporation, said Wednesday, "Among the 2,116 firms in the KRIS
corporate universe with legacy ratings, only 14 firms showed
increases in 1 month annualized default risk of more than 60 basis
points with 8 of them being Japanese companies.  There were three
firms headquartered in the United States and all were in the
transportation sector with two being in the marine transport
segment.  These results continue to reflect the fact that the
balance sheets of most corporations remain strong and problem
situations have tended to be firm specific or tied to specific
global events."

Beginning in November 2010, the Kamakura index uses the annualized
one month default probability produced by the KRIS version 5.0
Jarrow-Chava reduced form default probability model, a formula
that bases default predictions on a sophisticated combination of
financial ratios, stock price history, and macro-economic factors.
The countries currently covered by the index include Australia,
Austria, Belgium, Brazil, Canada, China, Denmark, Finland, France,
Germany, Greece, Hong Kong, India, Indonesia, Ireland, Israel,
Italy, Japan, Luxemburg, Malaysia, Mexico, the Netherlands, New
Zealand, Norway, Poland, Russia, Singapore, South Africa, South
Korea, Spain, Sweden, Switzerland, Taiwan, Thailand, United
Kingdom, and the United States.

                      About Kamakura Corporation

Founded in 1990, Honolulu-based Kamakura Corporation is a leading
provider of risk management information, processing and software.
Kamakura has taken Credit Technology Innovation Awards from Credit
Magazine each year since 2008.  In 2010, Kamakura was the only
vendor to win 2 innovation awards, one each with distribution
partners Fiserv and Thomson Reuters.  Kamakura, along with its
distributor Fiserv, was ranked number one in asset and liability
management analysis and liquidity risk analysis in the RISK
Technology Rankings in 2009.  Kamakura Risk Manager, first sold
commercially in 1993 and now in version 7.2, was also named in the
top five for market risk assessment, Basel II capital
calculations, and for "risk dashboard."  Kamakura was also ranked
in the RISK Technology Rankings 2008 as one of the world's top 3
risk information providers for its KRIS default probability
service.  The KRIS public firm default service was launched in
2002, and the KRIS sovereign default service, the world's first,
was launched in 2008.  KRIS default probabilities are displayed
for 4000 corporates and sovereigns via the Reuters 3000 Xtra
service and the Thomson Reuters Eikon service. Kamakura has served
more than 200 clients ranging in size from $3 billion in assets to
$1.6 trillion in assets.  Kamakura's risk management products are
currently used in 33 countries, including the United States,
Canada, Germany, the Netherlands, France, Austria, Switzerland,
the United Kingdom, Russia, the Ukraine, Eastern Europe, the
Middle East, Africa, South America, Australia, Japan, China, Korea
and many other countries in Asia.


* Jones Day Adds Kirkland Product Liability Partner
---------------------------------------------------
Bankruptcy Law360 reports that Jones Day announced Wednesday that
it snagged experienced product liability and mass tort attorney
Elli Leibenstein, who was previously a partner with Kirkland &
Ellis LLP, to join its Chicago office as a litigation partner.


* Berman Named President of the American Bankruptcy Institute
-------------------------------------------------------------
Development Specialists, Inc., announced on April 6, 2011, that
senior manager Geoffrey L. Berman was installed last Saturday as
President of the American Bankruptcy Institute.  The American
Bankruptcy Institute is the largest multi-disciplinary, non-
partisan organization dedicated to research and education on all
matters related to insolvency.  The ABI was founded in 1982 and
currently includes over 13,000 members.  In fulfillment of its
mission to provide information to its members, journalists,
Congress and the public, the ABI is clearly the nation's leading
provider of quality bankruptcy education programs and practices.
Policy-makers on Capitol Hill have long relied on the expertise of
the ABI in the evaluation of bankruptcy law and efforts to improve
the system.

Mr. Berman has worked extensively with the ABI for 20 years,
including serving on the Board of Directors since 2002 and the
Vice President of Publications from 2007 until last year, and a
member of ABI's Executive Committee since 2007.  As a true leader
in the industry, Berman has also been a member of the Association
of Insolvency and Restructuring Advisors for 12 years and a member
of the Los Angeles Bankruptcy Forum, Orange County and Bay Area
Bankruptcy Forum (California Bankruptcy Forum) for over 30 years.

Mr. Berman draws on over 35 years experience providing financial
advisory services to companies, unsecured creditors, secured
lenders and other parties in bankruptcies, restructurings,
turnarounds and out of court workouts.  Over the past several
years Berman has also become an accomplished mediator and
currently serves as a member of the Bankruptcy Mediation Panel,
U.S. Bankruptcy Court for the Central District of California and
as a member of the Registrar of Mediators, U.S. Bankruptcy Court
for the District of Delaware.  In addition to this thriving
practice, Berman regularly finds time to speak and publish on
matters of interest to the industry.

                About Development Specialists, Inc.

DSI is a leading provider of management and consulting services on
behalf of lending institutions, secured and unsecured creditors,
shareholders, bondholders, and business owners. For over 30 years,
DSI has been guided by a single objective: Maximizing value for
all stakeholders. With our highly skilled and diverse team of
professionals, offices throughout the United States and in Europe,
and an unparalleled range of experience, DSI not only achieves
that objective, but has also built a solid reputation as an
industry leader.  Development Specialists, Inc. offers turnaround
and consulting services including crisis management,
receiverships, as well as other fiduciary services. In addition
DSI offers forensic accounting and litigation support services.


* KCC Names Michael Frishberg as EVP of Corp. Restructuring
-----------------------------------------------------------
Kurtzman Carson Consultants LLC, a Computershare company and
leading claims and noticing agent, announced on April 7, 2011,
that Michael Frishberg, has been promoted to Executive Vice
President (EVP) of Corporate Restructuring Services.

As EVP, Mr. Frishberg oversees the consulting and business
development groups.  He will maintain direct relationships with
both clients and restructuring professionals and build upon KCC's
suite of service offerings. In his new role, he intends to
strengthen KCC's market leader position, maintain its high quality
of service, and promote the innovative spirit that makes KCC
unique.

"Michael has demonstrated exceptional leadership skills as a
member of the executive team and has been instrumental in the
expansion of KCC over the past several years," said Jonathan
Carson, KCC's Managing Director.  "We are confident that with
Michael in this role, our Corporate Restructuring services will
evolve to meet the increasing client demands for efficient, state-
of-the-art claims administration services."

Over the last decade, KCC has set the standard for claims
administration with industry leading technologies and award-
winning client service and continuously seeks strategic growth
opportunities in the legal and financial services market to better
serve its clients. As a result of its efforts, KCC was retained in
40 percent of the Top 20 cases retaining a claims and noticing
agent in 2010 and is currently retained in 50 percent of the
largest Chapter 11 cases filed thus far in 2011, including Seahawk
Drilling, Inc., Ambac Financial Group, Blockbuster, MSR Resort
Golf Course, and The Great Atlantic and Pacific Tea Company, among
others.

                            About KCC

Kurtzman Carson Consultants LLC -- http://www.kccllc.com/-- a
Computershare company, provides administrative-support services
that help legal professionals realize time and cost efficiencies.
With an integrated suite of corporate restructuring, class action
and legal document management solutions, KCC alleviates the
administrative challenges of today's legal processes and
procedures. KCC has gained client and industry recognition for its
industry expertise, professional-level client service and
proprietary technologies.


* Garden City Group Promotes Greg Haber to National Director
------------------------------------------------------------
The Garden City Group, Inc., one of the largest claims
administration firms in the country, announced on April 7, 2011,
that Greg Haber has been promoted to national director, business
development.  With this appointment, Mr. Haber, who has extensive
experience in claims administration and complex legal matters,
will be spearheading all of GCG's business development activities
for both class action and bankruptcy matters throughout the
country.

"In the two years that Greg has been with GCG, he has proven
himself to be skilled in developing and managing client
relationships," said David Isaac, GCG's chief executive officer.
"With his legal knowledge, understanding of client needs, and
hands-on management style, Greg is exactly the kind of
professional that a company like GCG needs to help propel it to
the next level."

Having previously served as director of business development at
GCG, Haber will use his multi-faceted skill set and unmatched
capabilities in the areas of client service and business
development to oversee the company's continued growth on a
national level.

"I am excited about my new role at GCG. Our company is a
recognized leader within the legal services arena and I intend to
continue my hands-on approach to business development and client
service while supporting the GCG sales teams," said Haber.

Mr. Haber received his juris doctor from the Benjamin N. Cardozo
School of Law and his undergraduate degree from Yeshiva
University.

               About The Garden City Group, Inc.

GCG is the recognized leader in legal administration services for
class action settlements, bankruptcy cases and legal noticing
programs, with more than 1,000 employees in offices coast-to-
coast.  The firm has handled many high-profile matters, including
the General Motors bankruptcy, the $6.05 billion WorldCom
settlement, the $3.5 billion Visa/MasterMoney Antitrust
settlement, the $3.4 billion Native American Trust Settlement, and
the $700 million Engle Trust Fund distribution.


* Lehman Examiner Testifies at Senate Hearing on Auditors Role
--------------------------------------------------------------
Jenner & Block Chairman Anton R. Valukas testified on April 6,
2011, before the U.S. Senate Subcommittee on Securities,
Insurance, and Investment at a hearing titled, "The Role of the
Accounting Profession in Preventing Another Financial Crisis."

Mr. Valukas, the court-appointed Examiner in the Lehman Brothers,
Inc. bankruptcy proceedings, shared his experiences and insights
gained in authoring the widely acclaimed Examiner's Report that
was released in March 2010.  The 2,200+ page report, which the New
York Times called "the definitive account of the largest
bankruptcy in American history" and the Wall Street Journal
described as a "master work," is available at
http://lehmanreport.jenner.com.

The hearing, chaired by United States Senator Jack Reed, examined
the role of auditors and accountants in the recent financial
crisis. For more information, including a full witness list,
please see:
http://banking.senate.gov/public/index.cfm?FuseAction=Hearings.Hea
ring&Hearing_ID=0f533e5b-dc43-4fc2-a415-5df2ae8806da

A copy of Mr. Valukas' testimony is available at:
http://www.jenner.com/files/tbl_s20Publications/RelatedDocumentsPD
Fs1252/3595/Valukas_Statement_Senate_Subcomm_April_6_2011.pdf

Mr. Valukas, a former United States Attorney for the Northern
District of Illinois, focuses on major civil and white collar
criminal litigation and his clients include some of the largest
corporations and public entities in the country. He is a Fellow of
the American College of Trial Lawyers and is also a graduate of
Northwestern University School of Law.  His full bio is available
at http://www.jenner.com/avalukas


* BOOK REVIEW: Corporate Turnaround - How Managers Turn Losers
             Into Winners!
--------------------------------------------------------------
Author:  Donald B. Bibeault
Publisher: Beard Books
Softcover: 424 pages
List Price: $34.95

Corporate Turnaround offers, claims the author, a "four-pronged
approach" to taking the "mystery out of turnaround management."
One of the prongs -- Mr. Biebeault's personal experiences -- is
complemented with another prong -- interviews with sixteen top
turnaround specialists.  Together, they bring forth the drama and
the stakes of turnarounds.  The other two prongs -- surveys of
eighty-one corporate presidents and the author's exhaustive
research (400 references in all, taken from books, periodicals,
and scholarly writings) -- lend a great deal of substance and
authority to the book's subject matter.  This variety of material
greatly enriches the book, which is perhaps more relevant today
than it was in 1982 when it was first published.

Identifying the underlying causes for failure can be a futile
chicken-and-egg pursuit.  "Businesses decline for both
uncontrollable external reasons and for controllable internal
reasons," says Mr. Bibeault.  Nonetheless, Mr. Bibeault adds that
"[i]n most cases . . . business problems are internally
generated."  As one of his sources explains, managing a company is
like piloting a ship.  "If the ship is in good condition and the
captain is competent, it is almost impossible for it to be sunk by
a wave or a succession of waves."  A competent captain with a ship
in good condition can even bring it through a storm.

The manager of a company is different from the captain of a ship,
however, in that the manager not only has to pilot the company,
but is also responsible for its condition.  The central challenge
for a manager is to ensure that the company is structurally solid,
operationally relevant, efficient, and adaptable to be able to
weather any conditions the company might encounter.  Even though,
as Bibeault maintains, in practically all cases business problems
are internally generated, this does not rule out having to heed
external conditions.  External economic, political, or market
conditions expose and exacerbate a company's internal weaknesses.
"Management is not always able to deal with outside forces, even
when they can see them gathering."  A manager can be effective,
however, in "getting a company into a posture, both from a
marketing and financial point of view, where it can resist normal
business hazards and other more serious external challenges."  In
such circumstances, a turnaround may be a company's only hope for
survival, and the abilities of a turnaround manager are required.

Bibeault describes such managers as "the George Pattons of the
business world."  "They don't have a lot of friends, they're not
social successes, they're just known as blood-and-guts guys," is
the way one corporate executive puts it; a description repeated in
different words by other experienced businesspersons Bibeault
consulted.

In Corporate Turnaround, Bibeault explores every facet of a
turnaround.  The causes of a company's decline are followed with a
thorough consideration of the management basics in effecting a
turnaround.  The book also examines the attributes of the
turnaround manager and offers specific pragmatic steps for getting
on the path to recovery.  Lastly, Corporate Turnaround offers an
overall strategy.  The book is not only informative about the
crucial subject of corporate turnaround, but also a manual for
managing one.

Bibeault has worked on turnarounds of distressed companies for
over 25 years in addition to holding top executive positions in a
number of corporations.  He also holds advisory or governing board
positions with different universities and business groups.



                           *********

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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