TCR_Public/120403.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

               Tuesday, April 3, 2012, Vol. 16, No. 93

                            Headlines

1701 COMMERCE: Doughterty Wants to Foreclose on Hotel
23 EAST: Voluntary Chapter 11 Case Summary
2655 BUSH: Hires St. James Law as Bankruptcy Counsel
316 SECOND: Voluntary Chapter 11 Case Summary
3210 RIVERDALE: Case Summary & 4 Largest Unsecured Creditors

ACTUANT CORP: Moody's Upgrades CFR/PDR to 'Ba1'; Outlook Stable
ALLIED IRISH: Incurs EUR2.3 Billion Loss in 2011
ALLINGER PROPERTIES: Case Summary & 12 Largest Unsecured Creditors
ALLYKAT LLC: Voluntary Chapter 11 Case Summary
AMBASSADORS INT'L: Eugene Davis Resigns from All Positions

AMERICA WEST: Delays Form 10-K for 2011
AMERICAN AIRLINES: Sets Up Claims Settlement Procedures
AMERICAN AIRLINES: Can Honor Labor Arbitration Obligations
AMERICAN AIRLINES: Wins OK to Assume Chartis Insurance Pacts
AMERICAN AIRLINES: Wins OK for Perella as Financial Advisor

AMERICAN DEFENSE: Delays Form 10-K for 2011
AMERICAN MARINE: Judge Dismisses Bankruptcy Case Filed by Receiver
AMERICAN NATURAL: Incurs $905,800 Net Loss in 2011
APPLIED MINERALS: Incurs $7.5 Million Net Loss in 2011
APTALIS PHARMA: Moody's Says Refinancing Likely to Hit Rating

ARCTIC RENTALS: Case Summary & 6 Largest Unsecured Creditors
ATRINSIC INC: Suspends Filing of Reports with SEC
BERTHEL GROWTH: Suspending Filing of Reports with SEC
BILLMYPARENTS INC: Rob DeSantis Named to Board of Directors
BIO-KEY INTERNATIONAL: Delays Form 10-K for 2011

BIOFUELS POWER: Delays Form 10-K for 2011
BLACK RAVEN: Delays Filing of 2011 Annual Report
BRIGHAM EXPLORATION: Moody's Withdraws 'B3' Corp. Family Rating
BUFFETS INC: Amends Schedules of Assets and Liabilities
CAMARILLO PLAZA: Court Hires Colliers International as Broker

CAVE LAKES: Court OKs Neil J. Beller Ltd as Counsel
CENTRE PLAZA: Voluntary Chapter 11 Case Summary
CHINA EXECUTIVE: Incurs $5.5 Million Net Loss in 2011
CHRIST HOSPITAL: Court OKs Alvarez & Marsal as Financial Advisor
CHRIST HOSPITAL: Court OKs Greenberg Traurig as Ombudsman Counsel

CHURCH STREET: Assets Sale Hearing Scheduled for April 30
CICERO INC: Delays Form 10-K for 2011
CINRAM INTERNATIONAL: Incurs $88.5 Million Net Loss in 2011
CINTEL CORP: Delays Form 10-K for 2011
CIT GROUP: To Redeem $500MM of 7% Notes Due 2017

CLIFFS CLUB: GGG Partners and Katie S. Goodman OK'd as CRO
CLIFFS CLUB: Panel Taps John B. Butler as Local Counsel
CLIFFS CLUB: Timothy Cherry Approved as Independent Contractor
CMS ENERGY: Moody's Issues Summary Credit Opinion
COMMUNITY MEMORIAL: Section 341(a) Meeting Scheduled for April 13

COMMUNITY MEMORIAL: Hires Philip W. Nantz as Labor Counsel
COMMUNITY MEMORIAL: Creditors Panel Retains Varnum LLP as Counsel
COMPREHENSIVE CARE: Incurs $14.1 Million Net Loss in 2011
COMSTOCK MINING: Incurs $11.6 Million Net Loss in 2011
CONDOR DEVELOPMENT: Case Summary & Largest Unsecured Creditor

CONVERTED ORGANICS: Has 3.3 Million Outstanding Common Shares
COPEINCA ASA: Weak Balance Sheet Cues Fitch to Downgrade Ratings
CORD BLOOD: Delays Filing of Form 10-K for 2011
CREATIVE VISTAS: Reports $11.6 Million Net Income in 2011
CROWN RANCH: Court Rules in Suit Over Texas DTPA Violations

DANIELS ASSETS: Case Summary & Largest Unsecured Creditor
DEAN FOODS: Moody's Says Class Action Dismissal Credit Positive
DEB SHOPS: Court Converts Chapter 11 Case to Chapter 7
DECOR PRODUCTS: Delays Form 10-K for 2011
DPL INC: Moody's Issues Summary Credit Opinion

DYNEGY HOLDINGS: Lease Decision Deadline Moved to June 4
DYNEGY HOLDINGS: Wins OK to Reject 2 Patriot Coal Supply Pacts
DYNEGY HOLDINGS: Panel Wins Approval to Hire ICF as Advisor
EASTMAN CHEMICAL: Moody's Issues Summary Credit Opinion
EDISON MISSION: Moody's Cuts Sr. Unsecured Debt Rating to 'Caa3'

ELEPHANT TALK: Incurs $25.3 Million Net Loss in 2011
ELPEDA L.L.C.: Case Summary & Largest Unsecured Creditor
ENERGY COMPOSITES: Incurs $6.4 Million Net Loss in 2011
EVEREST CROSSING: Voluntary Chapter 11 Case Summary
FIDELITY BANK: Closed; The Huntington National Assumes Deposits

FIELDSBORO PROPERTIES: Voluntary Chapter 11 Case Summary
FLORIDA GAMING: Incurs $21.7 Million Net Loss in 2011
FREEDOM PROPERTY: Case Summary & 3 Largest Unsecured Creditors
GENERAL MOTORS: District Court Rejects Untimely Appeal
GENMED HOLDING: Delays Form 10-K for 2011

GLOBAL GEOPHYSICAL: Moody's Rates $50MM Sr. Unsecured Notes 'B3'
GRAYMARK HEALTHCARE: Delays Form 10-K for 2011
HASSAYAMPA GOLF: Voluntary Chapter 11 Case Summary
HEARUSA INC: To Present Plan for Confirmation on May 7
HERCULES OFFSHORE: Plans to Offer $500 Million of Notes

HERCULES OFFSHORE: Plans to Offer 20 Million Common Shares
HERCULES OFFSHORE: To Acquire Ocean Columbia for $40 Million
HOMELAND SECURITY: Reports $4.7MM Net Income in Half-Year 2011
HOSTESS BRANDS: Expects to Reach Deal With Union on Asset Sale
HOSTESS BRANDS: DIP Deadline for CBA Rejection Moved to April 30

HOVNANIAN ENTERPRISES: Moody's Issues Summary Credit Opinion
HWI GLOBAL: Delays Form 10-K for 2011
IDO SECURITY: Delays Form 10-K for 2011
INFUSION BRANDS: Incurs $6.9 Million Net Loss in 2011
INTELLICELL BIOSCIENCES: Delays Form 10-K for 2011

INTERMETRO COMMUNICATIONS: Reports $3.6-Mil. Net Income in 2011
INTERMETRO COMMUNICATIONS: J. Touber Holds 11.3% Equity Stake
IPALCO ENTERPRISES: Moody's Issues Summary Credit Opinion
IVOICE INC: Delays Form 10-K for 2011
JAMES DONNAN: SEC Wants Court to Deny Plan to Pay Creditors

JANAKI HOSPITALITY: Case Summary & 17 Largest Unsecured Creditors
JESCO CONSTRUCTION: Steve Olen Approved to Handle BP Litigation
K&MD, LLP: Case Summary & Largest Unsecured Creditor
KRESCENT ENERGY: Case Summary & 20 Largest Unsecured Creditors
LA JOLLA: Incurs $11.5 Million Net Loss in 2011

LAKE PLEASANT: Plan Confirmation Hearing Scheduled for April 17
LEED CORP: Files Third Amended Plan of Reorganization
LYMAN LUMBER: Panel Gets Court OK to Hire Conway MacKenzie
LYONDELL CHEMICAL: Blavatnik Creditor Suit Stays in Bankr. Court
MAGUIRE GROUP: Court Will Convene Another Plan Outline Hearing

MARTIN MIDSTREAM: Moody's Issues Summary Credit Opinion
MAYPORT WHOLESLE: Case Summary & 20 Largest Unsecured Creditors
METEX DEMOLITION: Voluntary Chapter 11 Case Summary
MGM RESORTS: Has $1 Billion Underwriting Pact with Merrill Lynch
MONEY TREE: Creditors' Panel Wants Chapter 11 Trustee

MONTANA ELECTRIC: Trustee's Lawyer Confident of Turnaround Plan
MUNSON BUILDERS: Case Summary & 20 Largest Unsecured Creditors
MUSCLEPHARM CORP: Authorized Common Shares Hiked to 2.5 Billion
NAUTICA LAKES: Has Until April 13 to Respond to Case Dismissal Bid
NEIMAN MARCUS: Moody's Says Special Dividend No Impact on B2 CFR

NEW HOPE: Voluntary Chapter 11 Case Summary
NOBLEHOUSE TECHNOLOGIES: Case Summary & Creditors List
OMNICARE INC: Moody's Rates $390MM Sr. Subordinated Notes 'Ba3'
PACIFIC MONARCH: Wants to Amend APA to Include Two Real Properties
PDC Energy: Moody's Issues Summary Credit Opinion

PEORIA COMMERCE: Voluntary Chapter 11 Case Summary
PETROQUEST ENERGY: Moody's Issues Summary Credit Opinion
PHEONIX LLC: Case Summary & 3 Largest Unsecured Creditors
PHYSIOTHERAPY ASSOCIATES: Moody's Assigns B2 CFR; Outlook Stable
PINNACLE AIRLINES: Asks Court to Approve $74MM Loan From Delta

PINNACLE AIRLINES: Delta Requires Plan Confirmation in 9.5 Months
PINNACLE AIRLINES: To Wind Down Operations Under UAL Deal
PINNACLE AIRLINES: List of Its 50 Largest Unsecured Creditors
PLATINUM PROPERTIES: Wants Until Aug. 17 to File Chapter 11 Plan
PQ CORP: Moody's Affirms Ratings After Term Loan Expansion

PURADYN FILTER: Delays Form 10-K for 2011
QUAMTEL INC: Delays Form 10-K for 2011
REFLECT SCIENTIFIC: Incurs $1.18 Million Net Loss in 2011
RENEGAGE HOLDINGS: Treasury Dept. Wants $2.6MM Placed in Escrow
ROBERTS HOTELS: $11 Million Cash Infusion Placed on Hold

ROSETTA RESOURCES: Moody's Issues Summary Credit Opinion
SAND TECHNOLOGY: Incurs C$1.3 Million Loss in Q2 2012
SILICON GRAPHICS: Buyer Files Patent Suit Against Apple et al.
SOLYNDRA LLC: Says US Government Knows Risk of $535 Million Loan
SOUTHERN MONTANA: Ch. 11 Trustee Has Cash Access Until April 18

SPIRIT AEROSYSTEMS: Moody's Rates $1.2BB Credit Facilities 'Ba1'
SPRING POINTE: Creditor Seeks Stay Relief or Case Conversion
STARK CERAMICS: Chapter 11 Counsel Won't Recover $88K in Fees Owed
STARLITE HOTELS: Voluntary Chapter 11 Case Summary
STRATUS MEDIA: Delays Form 10-K for 2011

SUBURBAN PROPANE: Moody's Issues Summary Credit Opinion
SUNVALLEY SOLAR: Delays Form 10-K for 2011
TAXMASTERS INC: Founder Slapped With $195 Million Verdict
TELETOUCH COMMUNICATIONS: Agrees to Pay $2 Million to Thermo
TELVUE CORP: Converts $30-Million H.F. Lenfest Debt Into Shares

TELVUE CORP: H.F. Lenfest Owns 91.9% of Common Stock
TELVUE CORP: Incurs $3.5 Million Net Loss in 2011
TERRY DIEHL: Files for Chapter 11 Bankruptcy Protection
THOR INDUSTRIES: Case Summary & 19 Largest Unsecured Creditors
TONGJI HEALTHCARE: Delays Form 10-K for 2011

TRAINOR GLASS: U.S. Trustee Forms 3-Member Creditor's Committee
TRI-CITIES FUNERAL: Voluntary Chapter 11 Case Summary
TRI-CITIES MEMORY: Voluntary Chapter 11 Case Summary
TRIBUNE CO: Supplemental Disclosures Hearing Reset Sine Die
TRIBUNE CO: Hearings Held on Allocation Disputes

TRIBUNE CO: Pulls Out TV Stations From DirecTV
TRY US: Case Summary & 18 Largest Unsecured Creditors
TUMBLE BROOK: Members Form Group to Acquire Club's $8MM Debt
UNILAVA CORPORATION: Delays Form 10-K for 2011
UNITED RETAIL: Files Scheduled of Assets and Liabilities

VIEW SYSTEMS: Delays Form 10-K for 2011
VYCOR MEDICAL: Incurs $4.7 Million Net Loss in 2011
WAVE SYSTEMS: Incurs $10.8 Million Net Loss in 2011
WEST END: Voluntary Chapter 11 Case Summary
WESTERN APARTMENT: Trustee Accepts Offer for Maui Oceanfront

WILLBROS UNITED STATES: Moody's Reviews 'B3' CFR for Downgrade
WINDMILL DURANGO: Court Denies Beal Bank's Plea for Relief of Stay
WORLDGATE COMMUNICATIONS: Files to Liquidate
XTREME GREEN: Incurs $2.2 Million Net Loss in 2011

* MERS Judge Sets Aside Bankruptcy Court's Critical Ruling
* Moody's Says Healthcare Cos. to Face Reimbursement Pressures
* Moody's Says Weak Demand Weigh on Global Paper Companies

* Deloitte & CRG Partners Execute Asset Purchase Agreement
* Public Finance Lawyer Predicts More Chapter 9 Filings in 2012

* Large Companies With Insolvent Balance Sheets

                            *********

1701 COMMERCE: Doughterty Wants to Foreclose on Hotel
-----------------------------------------------------
Sandra Baker at Star-Telegram, citing court documents, reports
that Doughterty Funding, owed about $44 million by Presidio Hotel
Group, is seeking to foreclose the Sheraton Fort Worth Hotel on
April 3, 2012.  The foreclosure was originally set for March 6.

According to the report, Dougherty said that under terms of an
intercreditor agreement, Vestin Originations should have assigned
the property to Dougherty when it accepted the deed in lieu of
foreclosure and was prohibited from receiving any greater interest
in the property.

The report notes, in 2008, Presidio borrowed $11.8 million from
Vestin Originations.  The two lenders operated under an
intercreditor agreement that protected lien positions and made
Dougherty senior lender and Vestin junior lender on the property.
Two days before Dougherty posted the property for foreclosure in
February, Presidio deeded the property to Vestin in lieu of
foreclosure.

The report says Vestin filed suit in Tarrant County four days
before the scheduled March 6 foreclosure, maintaining that
Dougherty is barred from foreclosing before June 6 under terms of
the intercreditor agreement.  Three weeks ago, a judge gave a
short reprieve to Vestin and stopped the March foreclosure, but
had scheduled longer arguments for March 27.  The March 6 hearing
was canceled after the Chapter 11 filing.

"Despite the fact that (Vestin) was contractually subordinated to
(Dougherty) and could not recover its debt until (Dougherty) was
paid, (Vestin) has tried in various underhanded and secret ways to
circumvent its subordinated status," the report quotes Dougherty
as saying.  Vestin, it said, "has committed multiple breaches of
the intercreditor agreement."

Based in Fort Worth, Texas, 1701 Commerce, LLC fka Presidio Ft.
Worth Hotel, LLC, filed for Chapter 11 protection on March 26,
2012 (Bankr. N.D. Tex. Case No. 12-41748).  Judge D. Michael Lynn
presides over the case.  The Law Office of John P. Lewis, Jr.,
represents the Debtor.  The Debtor both estimated assets and debts
of between $50 million and $100 million.


23 EAST: Voluntary Chapter 11 Case Summary
------------------------------------------
Debtor: 23 East 39th Street Developers LLC
        23 East 39th Street
        New York, NY 10016

Bankruptcy Case No.: 12-11304

Chapter 11 Petition Date: March 30, 2012

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

Judge: Robert E. Gerber

About the Debtor: The Debtor owns a building on 23 East 39th
                  Street in Bronx, New York.  The property has two
                  luxury residential dwellings in addition to five
                  stories of commercial space.  The six-story
                  building has 11,649 square feet of space.

Debtor's Counsel: James O. Guy, Esq.
                  GUY LAW OFFICES
                  49 Spice Mill Boulevard
                  Clifton Park, NY 12065
                  Tel: (518) 320-7136
                  Fax: (518) 320-7137
                  E-mail: jguylaw@yahoo.com

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

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

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

The petition was signed by Jim Benjamin, co-managing member.


2655 BUSH: Hires St. James Law as Bankruptcy Counsel
----------------------------------------------------
2655 Bush LLC asks the U.S. Bankruptcy Court for permission to
employ St. James Law, P.C. to provide it with general counsel and
representation in the course of its Chapter 11 proceedings.

The Debtor requires the assistance of Chapter 11 counsel with
respect to:

   a. the requirements of the Bankruptcy Code respecting its
      operation as a Debtor in Possession;

   b. the requirements of the Office of the United States Trustee
      respecting operating matters and the filing of reports;

   c. the administration of claims, including the evaluation of
      timely filed Proofs of Claim; and

   d. the formulation and prosecution of a Plan of Reorganization.

St. James Law has a single full-time professional employee,
Michael St. James, whose current hourly rate is $585 per hour.

The firm attests that it is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.

2655 Bush LLC filed for Chapter 11 (Bankr. N.D. Calif. Case No.
12-30388) on Feb. 8, 2012.  Judge Thomas E. Carlson presides over
the case.  The company listed assets of $15,045,351 and
liabilities of $12,397,119.


316 SECOND: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: 316 Second Avenue LLC
        316 Second Avenue
        New York, NY 10003

Bankruptcy Case No.: 12-11322

Chapter 11 Petition Date: March 30, 2012

Court: United States Bankruptcy Court
       Southern District of New York (Manhattan)

Debtor's Counsel: Julio E. Portilla, Esq.
                  LAW OFFICE OF JULIO E. PORTILLA, P.C.
                  350 Broadway, Suite 400
                  New York, NY 10013
                  Tel: (212) 365-0292
                  Fax: (212) 365-4417
                  E-mail: jp@julioportillalaw.com

Estimated Assets: $0 to $50,000

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

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

The petition was signed by Haroutiun Derderian, member.


3210 RIVERDALE: Case Summary & 4 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: 3210 Riverdale Associates LLC
        3210 Riverdale Avenue, Apartment 8F
        Bronx, NY 10463

Bankruptcy Case No.: 12-11286

Chapter 11 Petition Date: March 29, 2012

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

About the Debtor: The Debtor, a Single Asset Real Estate as
                  defined in 11 U.S.C. Sec 101 (51B), owns a
                  property in 3210 Riverdale Avenue, in Bronx, New
                  York.  The Chapter 11 filing was made to stop a
                  sale sought by HSBC following a defaulted
                  mezzanine loan for the Bronx condominium
                  project.

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

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

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

The petition was signed by Michael Waldman of 3210 Riverdale
Development, LLC, managing member.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
3210 Riverdale Development LLC        12-11109            03/20/12

Debtor's List of Its Four Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
NYSDTF                             --                         $273
Bankruptcy Section
P.O. Box 5300
Albany, NY 12205

3210 Riverdale Avenue Partners     Property                Unknown
230 W. 56th Street
New York, NY 10010

Becky Drywall Corporation          --                      Unknown
143 Cortland Street
Lindenhurst, NY 11757

HSBC Capital                       Property                Unknown


ACTUANT CORP: Moody's Upgrades CFR/PDR to 'Ba1'; Outlook Stable
---------------------------------------------------------------
Moody's Investors Service has upgraded the corporate family rating
of Actuant Corporation to Ba1 from Ba2 to reflect the company's
low leverage and strong operating performance. The company's SGL-2
was affirmed and reflects the company's good liquidity profile.
The ratings outlook has been changed to stable from positive.

Upgrades:

  Issuer: Actuant Corporation

    Corporate Family Rating to Ba1 from Ba2

Probability for Default to Ba1 from Ba2

   Sr Unsecured notes upgraded to Ba2 LGD5 79% from Ba3 LGD4 67%

Affirmations:

  Issuer: Actuant Corporation

     Speculative Grade Liquidity Rating, Affirmed SGL-2

The rating outlook is stable.

RATINGS RATIONALE

The ratings upgrade for Actuant reflects its strengthening credit
profile evidenced by improvements in the company's leverage,
profitability, and liquidity, and Moody's expectations that the
company will be able to sustain strong credit metrics over the
intermediate term. The rating upgrade reflects the company's
strong free cash flow generation to debt of over 20% for the LTM
period ended November 30, 2011, and debt to EBITDA of under 2.5
times and deemed to be improving so that year end 2012 leverage is
anticipated at under 2.0 times.

The Ba1 rating considers the company's history of focusing on
improving its balance sheet even though it enhances core growth
with acquisitions. Although the company may occasionally make a
large acquisition, Moody's expects the company to maintain low
leverage by including new equity, if necessary, in its acquisition
funding. Moreover, its post acquisition focus has consistently
been on integration and margin improvement of the acquisition
along with debt reduction through cash flow. The rating also
considers its global reach and the benefits of geographic and
product diversification. The rating upgrade considers the
company's intention to redeem all of the outstanding 2.00% Senior
Subordinated Convertible Notes due 2023

The affirmation of the company's SGL rating considers the
company's low cash balances balanced by its $600 million revolver,
strong cash flow generation and good room under its covenants.
Additionally, the SGL considers the company's significant
international presence and its ability to sell off international
niche businesses as an alternative source of liquidity.

The stable outlook also considers the company's history of
supplementing growth through paced acquisitions and then applying
its significant cash flow towards paying down its debt.

An upgrade to investment grade over the short term is not likely
given its expected credit profile. Moreover, the company's size,
the highly cyclical nature of its businesses, and its acquisition
based growth strategy means that Actuant must have above average
credit metrics for the ratings category for positive ratings
traction to develop. These metrics would include, but are not
limited to, a debt to EBITDA of below 2.0 times on a sustainable
basis (including the impact of acquisitions); free cash flow to
debt was anticipated to be over 25% and EBITA to interest over 7.0
times. For an upgrade to occur, the company would need to rely
less on its revolver for acquisitions and its overall liquidity
rating would need to be very good.

The rating could come under pressure if any of its major operating
segments was to perform weakly, or if EBITA to interest was
expected to fall below 5.0 times and was expected to deteriorate
further or if leverage was expected to increase to above 2.5
times. A large debt financed acquisition could result in a
negative outlook or even result in a ratings downgrade depending
on multiple factors including the company's plans to delever back
to levels more consistent with the rating category.

The principal methodology used in rating Actuant was the Global
Manufacturing Industry Methodology published in December 2010.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Actuant Corporation, with operations in more than 30 countries, is
a diversified global manufacturer of highly engineered position
and motion control systems and branded tools in a variety of
industries. The company has four business segments: Industrial
segment (approx. 26% of revenues), Energy segment (20%), and
Electrical segment (20%) Engineered Solutions segment (34%).
Revenues for the LTM period ended February 29, 2012, totaled $1.7
billion.


ALLIED IRISH: Incurs EUR2.3 Billion Loss in 2011
------------------------------------------------
Allied Irish Banks, p.l.c., filed with the U.S. Securities and
Exchange Commission its annual report on Form 6-K disclosing a
loss of EUR2.29 billion on EUR1.35 billion of net interest income
in 2011, compared with a loss of EUR10.16 billion on
EUR1.84 billion of net interest income in 2010.

AIB's selected balance sheet data at Dec. 31, 2011, showed
EUR136.65 billion in total assets, EUR113.21 billion in deposits
by central bank and banks, customer accounts and debt securities
in issue, and EUR14.46 billion shareholders' equity.

A copy of the Report is available for free at:

                       http://is.gd/uheFZp

                     About Allied Irish Banks

Allied Irish Banks, p.l.c. -- http://www.aibgroup.com/-- is a
major commercial bank based in Ireland.  It has an extensive
branch network across the country, a head office in Dublin and a
capital markets operation based in the International Financial
Services Centre in Dublin.  AIB also has retail and corporate
businesses in the UK, offices in Europe and a subsidiary company
in the Isle of Man and Jersey (Channel Islands).

Since the onset of the global and Irish financial crisis, AIB's
relationship with the Irish Government has changed significantly.

As at Dec. 31, 2010, the Government, through the National Pension
Reserve Fund Commission ("NPRFC"), held 49.9% of the ordinary
shares of the Company (the share of the voting rights at
shareholders' general meetings), 10,489,899,564 convertible non-
voting ("CNV") shares and 3.5 billion 2009 Preference Shares.  On
April 8, 2011, the NPRFC converted the total outstanding amount of
CNV shares into 10,489,899,564 ordinary shares of AIB, thereby
increasing its holding to 92.8% of the ordinary share capital.

In addition to its shareholders' interests, the Government's
relationship with AIB is reflected through formal and informal
oversight by the Minister and the Department of Finance and the
Central Bank of Ireland, representation on the Board of Directors
(three non-executive directors are Government nominees),
participation in NAMA, and otherwise.

As reported by the TCR on May 31, 2011, KPMG, in Dublin, Ireland,
noted that there are a number of material economic, political and
market risks and uncertainties that impact the Irish banking
system, including the Company's continued ability to access
funding from the Eurosystem and the Irish Central Bank to meet its
liquidity requirements, that raise substantial doubt about the
Company's ability to continue as a going concern.

KPMG did not include a "going concern" qualification in its report
on the Company's 2011 financial results.




ALLINGER PROPERTIES: Case Summary & 12 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Allinger Properties, LLC
        7699 Silver Lake Rd
        Linden, MI 48451

Bankruptcy Case No.: 12-31397

Chapter 11 Petition Date: March 30, 2012

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

Judge: Daniel S. Opperman

Debtor's Counsel: Peter T. Mooney, Esq.
                  SIMEN, FIGURA & PARKER
                  5206 Gateway Centre #200
                  Flint, MI 48507
                  Tel: (810) 235-9000
                  E-mail: pmooney@sfplaw.com

Scheduled Assets: $1,221,000

Scheduled Liabilities: $2,679,000

A copy of the list of 12 largest unsecured creditors is
available for free at http://bankrupt.com/misc/mieb12-31397.pdf

The petition was signed by Amos Allinger, manager.


ALLYKAT LLC: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: ALLYKAT LLC
        15721 Condor Rodge Drive
        Santa Clarita, CA 91351

Bankruptcy Case No.: 12-20892

Chapter 11 Petition Date: March 27, 2012

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

Judge: Vincent P. Zurzolo

Debtor's Counsel: Ray B. Bowen, Jr., Esq.
                  LAW OFFICES OF RAY B. BOWEN, JR.
                  19318 Ventura Boulevard, Suite 100
                  Tarzana, CA 91356
                  Tel: (818) 996-5000

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

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

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

The petition was signed by Mario Ricardo Herrera, managing member.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Mario Ricardo Herrera                 12-20868            03/27/12


AMBASSADORS INT'L: Eugene Davis Resigns from All Positions
----------------------------------------------------------
By letter dated March 30, 2012, Eugene I. Davis, President,
Treasurer and sole director of Ambassadors International, Inc.,
resigned from all positions held with the Company and its
subsidiaries, effective March 31, 2012.  As a result of Mr. Davis'
resignation, after March 31, 2012, the Company will not have any
officers or directors.

As previously disclosed, effective March 14, 2012, pursuant to an
order of the United States Bankruptcy Court for the District of
Delaware, the Chapter 11 bankruptcy proceedings of the Company and
its United States subsidiaries were converted from cases under
Chapter 11 to cases under Chapter 7 of the United States
Bankruptcy Code, and Charles A. Stanziale, Jr., Esq., was
appointed Chapter 7 Trustee.

                   About Ambassadors International

Headquarters in Seattle, Washington, Ambassadors International,
Inc. (NASDAQ: AMIE) -- http://www.ambassadors.com/-- operated
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.
Imperial Capital, LLC, is the Debtors' financial advisor.  Phase
Eleven Consultants, LLC, is the Debtors' claims and notice agent.
The Debtors tapped Bifferato Gentilotti LLC as Delaware counsel,
and Richards, Layton & Finger as bankruptcy co-counsel.

The Official Committee of Unsecured Creditors tapped Kelley Drye &
Warren LLP as its counsel, and Lowenstein Sandler PC as its
co-counsel.

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

Under a court-approved sale, Windstar's three luxury sailing
yachts were sold to Anschutz Corp. for $35 million in cash.


AMERICA WEST: Delays Form 10-K for 2011
---------------------------------------
America West Resources, Inc., is in the process of preparing and
reviewing the financial and other information to be disclosed in
the Annual Report on Form 10-K for the period ended Dec. 31, 2011,
and management does not believe the Form 10-K can be completed on
or before the prescribed due date without unreasonable effort or
expense.

                         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 reported a net loss of $16.35 million on
$11.08 million of total revenue for the nine months ended
Sept. 30, 2011.  The Company had a net loss of $16.14 million on
$10.07 million of total revenue for the year ended Dec. 31, 2010,
Following a net loss of $8.70 million on $11.01 million of total
revenue during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$31.47 million in total assets, $23.12 million in total
liabilities, and $8.35 million in total stockholders' equity.

As reported by the TCR on April 21, 2011, MaloneBailey, LLP, in
Houston, Texas, expressed substantial doubt about America West's
ability to continue as a going concern, following the 2010
financial results.  The independent auditors noted that the
Company has a working capital deficit and has incurred significant
losses.


AMERICAN AIRLINES: Sets Up Claims Settlement Procedures
-------------------------------------------------------
AMR Corp. and its affiliates sought and obtained the Bankruptcy
Court's approval of procedures to settle certain claims asserted
in their bankruptcy estates.

The Pension Benefit Guaranty Corporation had objected to the
proposed settlement procedures because they dispense with creditor
and Court scrutiny of potentially large and controversial claims.
The PBGC's counsel, Kimberly E. Neureiter, Esq. --
neureiter.kimberly@pbgc.gov -- in Washington, D.C., notes that the
AMR-sponsored plans are collectively underfunded by $10 billion.
"The potential for abuse is exacerbated by the fact that both the
amount of the scheduled claim and the settlement amount would be
decided solely by the Debtors," she avers.  Thus, the motion
should be denied unless de minimis settlements are limited in all
events to claims scheduled at $1 million or less, the PBGC
insists.

The PBGC's objection was been resolved, according to the Court.

In the Motion, counsel to the Debtors, Stephen Karotkin, Esq., at
Weil, Gotshal & Manges LLP, in New York, stated that the Debtors
anticipate that a large number of objections to claims can be
resolved for relatively small amounts when compared with the
overall value of their estates.  Absent the relief, the Debtors
would be required to seek specific Court approval for each
individual compromise and settlement of a claim, he stressed.

In an attempt to reduce the administrative burden imposed on the
Debtors and their estates, the Debtors proposed these settlement
procedures:

A) The Debtors will be authorized to settle any and all claims
   asserted against the Debtors without prior approval of the
   Court or any other party-in-interest whenever (i) the
   aggregate amount to be allowed for an individual claim is
   less than or equal to $1 million or (ii) the Settlement
   Amount is within 10% of the noncontingent, liquidated amount
   listed on the Debtors' schedules of assets and liabilities,
   so long as the difference in amount does not exceed $1
   million; provided, however, De Minimis Settlement Amounts
   will not include (x) any settlement of a claim to which any
   present or former insider of the Debtors is a party, or (y)
   any settlement of a claim that includes a release by any of
   the Debtors of a claim they may have against the holder of a
   claim pursuant to Chapter 5 of the Bankruptcy Code.

B) If the Settlement Amount for a claim is not a De Minimis
   Settlement Amount but is less than or equal to $10 million,
   the Debtors will submit the proposed settlement to the
   Official Committee of Unsecured Creditors.  Within five
   business days of receiving the proposed settlement, the
   Creditors' Committee may object or request an extension of
   time within which to object.  If a timely objection is made
   by the Creditors' Committee, the Debtors may either (a)
   renegotiate the settlement and submit a revised notification
   to the Creditors' Committee or (b) file a motion with the
   Court seeking approval of the existing settlement under Rule
   9019 of the Federal Rules of Bankruptcy Procedure on no less
   than 14 days' notice.  If no timely objection is made by the
   Creditors' Committee or if the Debtors receive written
   approval from the Creditors' Committee of the proposed
   settlement prior to the objection deadline, then the Debtors
   may proceed with the settlement, without prior approval of
   the Court.

C) If the Settlement Amount for a claim is not a De Minimis
   Settlement Amount and is greater than $10 million, the
   Debtors will be required to seek the approval of the Court
   pursuant to motion under Rule 9019 on no less than 14 days'
   notice.

D) The Debtors may settle claims where some or all of the
   consideration is being provided by a third party or where the
   Debtors are releasing claims against creditors or third
   parties provided the Debtors otherwise comply with the
   Settlement Procedures.

E) On a quarterly basis, on the 30th day after the start of the
   quarter, beginning on the quarter that starts on April 1,
   2012, the Debtors will file with the Court and serve,
   pursuant to the Debtors' Case Management Order, a report of
   all settlements of claims which the Debtors have entered
   during the previous quarter pursuant to the Settlement
   Procedures, but will not report settlements if they are the
   subject of a separate motion pursuant to Rule 9019.  Those
   reports will set forth the names of the parties with whom the
   Debtors have settled, the relevant proofs of claim numbers,
   the types of claims asserted by each such party, and the
   amounts for which such claims have been settled.

F) On a monthly basis, beginning on May 1, 2012, the Debtors
   will provide the Creditors' Committee with a separate report
   of all settlements of a De Minimis Settlement Amount entered
   in the preceding calendar month.

                      About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.

AMR, previously the world's largest airline prior to mergers by
other airlines, is the last of the so-called U.S. legacy airlines
to seek court protection from creditors.

American Airlines, American Eagle and the AmericanConnection
carrier serve 260 airports in more than 50 countries and
territories with, on average, more than 3,300 daily flights.  The
combined network fleet numbers more than 900 aircraft.

The Company reported a net loss of $884 million on
$18.02 billion of total operating revenues for the nine months
ended Sept. 30, 2011.  AMR recorded a net loss of $471 million in
the year 2010, a net loss of $1.5 billion in 2009, and a net loss
of $2.1 billion in 2008.

The Company's balance sheet at Sept. 30, 2011, showed
$24.72 billion in total assets, $29.55 billion in total
liabilities, and a $4.83 billion stockholders' deficit.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel.  Rothschild
Inc., is the financial advisor.   Garden City Group Inc. is the
claims and notice agent.

Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and
Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP
serve as counsel to the Official Committee of Unsecured Creditors
in AMR's chapter 11 proceedings.  Togut, Segal & Segal LLP is the
co-counsel for conflicts and other matters; Moelis & Company LLC
is the investment banker, and Mesirow Financial Consulting, LLC,
is the financial advisor.

Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by AMR Corp. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


AMERICAN AIRLINES: Can Honor Labor Arbitration Obligations
----------------------------------------------------------
AMR Corp. and its affiliates won bankruptcy court permission to
pay or honor prepetition obligations to the neutral arbitrator and
court reporters providing services in connection with arbitration
hearings related to the Debtors' collective bargaining agreements.

The Court clarified that nothing in the order will be deemed:

  (a) an assumption, adoption, or authorization to assume any
      contracts or other agreements pursuant to Section 365 of
      the Bankruptcy Code;

  (b) a requirement that the Debtors make any of the payments
      Authorized herein, or

  (c) a waiver of the Debtors' rights under the Bankruptcy Code
      or any other applicable law;

Furthermore, nothing in the order or the motion will be construed
as prejudicing any rights the Debtors may have to dispute or
contest the amount of or basis for any claims against the Debtors
by the Neutral Arbitrators or the Court Reporters arising in
connection with the Labor Arbitrations, Judge Sean Lane held.

In the Motion, the Debtors noted that a majority of AMR's U.S.-
based employees are unionized and subject to collective bargaining
agreements.  Pursuant to the Railway Labor Act, each CBA includes
provisions allowing covered employees to file grievances, which
set forth the manner in which grievances are to be processed or
resolved.  The Railway Labor Act requires the parties to establish
a system board of adjustment for the purpose of adjusting and
deciding disputes or grievances which may arise under the CBAs.

The granting or denial of a grievance is determined by the
majority vote of the System Board.  In general, the System Board
consists of five members: two appointed by the Debtors, two
appointed by the union, and one neutral member.  Pursuant to the
CBAs, the System Board is contractually required to maintain a
complete record of all matters submitted to it for its
consideration and of all findings and decisions made. In that
regard, the Debtors retain certain individuals who provide court
reporting services in connection with the Labor Arbitrations.

As of the Petition Date, the Debtors owed the Neutral Arbitrators
$220,000 and the Court Reporters $5,000.

The failure to pay for those past fees will not only damage or
end the Debtors' relationships with the Neutral Arbitrators (most
if not all of whom will continue to be asked to hear and decide
grievance disputes under the CBAs) and the Court Reporters, but
also threaten the future success of the labor grievance
resolution process, Alfredo R. Perez, Esq., at Weil, Gotshal &
Manges LLP, in New York, said.  He assured the Court that the
amounts owed are minimal in comparison to the benefits to the
labor grievance resolution.

                      About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.

AMR, previously the world's largest airline prior to mergers by
other airlines, is the last of the so-called U.S. legacy airlines
to seek court protection from creditors.

American Airlines, American Eagle and the AmericanConnection
carrier serve 260 airports in more than 50 countries and
territories with, on average, more than 3,300 daily flights.  The
combined network fleet numbers more than 900 aircraft.

The Company reported a net loss of $884 million on
$18.02 billion of total operating revenues for the nine months
ended Sept. 30, 2011.  AMR recorded a net loss of $471 million in
the year 2010, a net loss of $1.5 billion in 2009, and a net loss
of $2.1 billion in 2008.

The Company's balance sheet at Sept. 30, 2011, showed
$24.72 billion in total assets, $29.55 billion in total
liabilities, and a $4.83 billion stockholders' deficit.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel.  Rothschild
Inc., is the financial advisor.   Garden City Group Inc. is the
claims and notice agent.

Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and
Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP
serve as counsel to the Official Committee of Unsecured Creditors
in AMR's chapter 11 proceedings.  Togut, Segal & Segal LLP is the
co-counsel for conflicts and other matters; Moelis & Company LLC
is the investment banker, and Mesirow Financial Consulting, LLC,
is the financial advisor.

Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by AMR Corp. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


AMERICAN AIRLINES: Wins OK to Assume Chartis Insurance Pacts
------------------------------------------------------------
Judge Sean Lane approved AMR Corp. and its affiliates' assumption
of Insurance Program Agreements with Chartis Insurance.

The bankruptcy judge further ruled that the reimbursement
obligations and any other obligations under the Insurance Program
Agreements (regardless of whether all or any part of such
obligations are liquidated before or after confirmation of a
Chapter 11 plan or conversion of one or more of the Debtors'
Chapter 11 cases to Chapter 7) will be administrative obligations
entitled to priority under Section 503(b) of the Bankruptcy Code
and are actual expenses of the Debtors' estates.

Without limiting any of the Debtors' rights under the Insurance
Program Agreements, until the earlier of (a) 18 months from the
date of the entry of this order or (b) the effective date of a
Chapter 11 plan of the Debtors, so long as the Debtors continue
to pay their obligations under the Insurance Program Agreements
in the ordinary course, Chartis will not ask that the Debtors
post more than $5 million in additional collateral on account of
prepetition obligations under the Insurance Program Agreements.
However, during such time, subject to the terms of the Insurance
Programs Agreements, Chartis will be permitted to use the funds
in the Workers' Compensation Trust Accounts as of January 31,
2012 and retain and use the interest that accrues thereon for all
of the obligations under the Insurance Program Agreements, Judge
Lane clarified.

In the Motion, the Debtors noted that they are required to
maintain certain insurance policies in connection with the
operation of their business.  Since June 1, 1193, Chartis has
provided the Debtors with certain workers' compensation (including
employers' liability), general liability, and automobile liability
insurance coverage pursuant to insurance policies as part of a
comprehensive insurance program.

Under the Workers Compensation Coverage, the Debtors estimate
their aggregate liability for 5,100 open Workers Compensation
Claims and future Workers' Compensation Claims that the Debtors
estimate will be filed through July 31, 2012 to be approximately
$400 million.

On November 18, 2011, Chartis, in accordance with the Insurance
Program Agreements, issued a collateral call to the Debtors in
the amount of $76.6 million, effectively raising the amount of
collateral required to be held in the Workers' Compensation
Trust Accounts from $413 million to $490.4 million, with the
additional collateral being due and payable on December 19, 2011.
The Debtors and Chartis, however, agreed for Chartis to reduce
the Original Collateral Call by nearly $50 million to $27.5
million, in exchange for the Debtors' agreeing to assume all
Insurance Program Agreements with Chartis.

In addition, Chartis has agreed, subject to assumption of the
Insurance Program Agreements, not to make any additional
collateral calls through the end of July 2012, the end of the
current policy year.  If, however, the Debtors do not assume the
Insurance Program Agreements prior to March 9, 2012, Chartis has
asserted that the $49,130,481 difference between the Original
Collateral Call and the Modified Collateral Call will become
immediately due and payable on March 9, 2012 and that Chartis
intends to pursue its rights with respect thereto.

Under the General Liability Policies, the Debtors are not
currently aware of any open prepetition claims under those
policies and are not aware of any prepetition insurance premiums
or other amounts that are currently outstanding or payable with
respect to the General Liability Polices.  As to the Auto
Liability Policies, the Debtors are currently aware of only four
open prepetition claims and estimate that the potential liability
with respect to such claims under the Auto Liability Policies
should not exceed one million dollars.

Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP, in New
York, asserts that assumption of the Insurance Program Agreements
will reduce that $76.6 Collateral Call by almost $50 million,
representing a significant benefit to the Debtors' estates.
Although the commencement of these Chapter 11 cases may raise an
issue as to the ability of Chartis to terminate coverage based on
the Debtors' failure to comply with a cash collateral demand made
in accordance with the Insurance Program Agreements, it is not
prudent to take this risk and address the litigation that would
inevitably ensue, particularly where Chartis had agreed to the
significant concessions, he stresses.  If the Debtors are
compelled to obtain alternative coverage, they expect the cost
would be significantly higher and that they would incur
substantial disruption in the claims management process, he
maintains.

                      About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.

AMR, previously the world's largest airline prior to mergers by
other airlines, is the last of the so-called U.S. legacy airlines
to seek court protection from creditors.

American Airlines, American Eagle and the AmericanConnection
carrier serve 260 airports in more than 50 countries and
territories with, on average, more than 3,300 daily flights.  The
combined network fleet numbers more than 900 aircraft.

The Company reported a net loss of $884 million on
$18.02 billion of total operating revenues for the nine months
ended Sept. 30, 2011.  AMR recorded a net loss of $471 million in
the year 2010, a net loss of $1.5 billion in 2009, and a net loss
of $2.1 billion in 2008.

The Company's balance sheet at Sept. 30, 2011, showed
$24.72 billion in total assets, $29.55 billion in total
liabilities, and a $4.83 billion stockholders' deficit.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel.  Rothschild
Inc., is the financial advisor.   Garden City Group Inc. is the
claims and notice agent.

Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and
Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP
serve as counsel to the Official Committee of Unsecured Creditors
in AMR's chapter 11 proceedings.  Togut, Segal & Segal LLP is the
co-counsel for conflicts and other matters; Moelis & Company LLC
is the investment banker, and Mesirow Financial Consulting, LLC,
is the financial advisor.

Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by AMR Corp. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


AMERICAN AIRLINES: Wins OK for Perella as Financial Advisor
-----------------------------------------------------------
Judge Sean Lane authorized AMR Corp .and its affiliates, on a
final basis, to employ Perella Weinberg Partners LP as their
financial advisor, nunc pro tunc to the Petition Date.  All
objections to the Debtors' Application have been resolved, the
Court ruled.

The Debtors have sought approval to hire Perella Weinberg as a
financial adviser and investment banker, with a promise of $6.5
million in fees for the firm when either a bankruptcy plan is
approved or the sale of almost all of their assets is completed.

The firm, which will also get a monthly fee of $225,000 and
reimbursed expenses, will provide labor-related restructuring
services.  These services include a review and analysis of
available strategic alternatives with respect to the Debtors'
labor agreements, pension and other post-retirement plans, among
other things.

Randall White, associate general counsel of AMR Corp., said the
services to be provided by Perella will be "appropriately
directed" by the Debtors to avoid duplication of services.

The Debtors also have proposed to employ Rothschild Inc. as a
financial adviser and investment banker.  Rothschild, however,
will only provide capital structure-related restructuring advice.

Before entry of the order, Adam Verost, a managing director at
Perella Weinberg, made supplemental disclosures with respect to
his firm's disinterestedness and in response to the requests of
the U.S. Trustee for Region 2.  A full-text copy of the
declaration is available for free at:

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

Notwithstanding anything to the contrary in the Engagement
Letter, the Debtors' Application or Mr. Verost's declarations,
PWP's fees under the Engagement Letter in connection with this
engagement will be limited to $675,000 (exclusive of
reimbursement for any reasonable expenses or any claims of PWP
for indemnification or contribution) and PWP will not be entitled
to payment of any Restructuring Fee or additional fees pursuant
to the Engagement Letter or otherwise, Judge Lane ruled.

To the extent that the Debtors request PWP to perform any
additional services after February 29, 2012, the Debtors will
seek further approval by the Court, including any related
modifications to the Engagement Letter, and the application
seeking approval will set forth, in addition to the additional
services to be performed, the additional fees sought to be paid,
Judge Lane held.  No Restructuring Fee will also be payable to
PWP solely as a result of the winding up or liquidation of the
Debtors' business or assets, in each case as a non-going concern,
whether under Chapters 7 or 11 of the Bankruptcy Code, or
otherwise, the bankruptcy judge added.

                      About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.

AMR, previously the world's largest airline prior to mergers by
other airlines, is the last of the so-called U.S. legacy airlines
to seek court protection from creditors.

American Airlines, American Eagle and the AmericanConnection
carrier serve 260 airports in more than 50 countries and
territories with, on average, more than 3,300 daily flights.  The
combined network fleet numbers more than 900 aircraft.

The Company reported a net loss of $884 million on
$18.02 billion of total operating revenues for the nine months
ended Sept. 30, 2011.  AMR recorded a net loss of $471 million in
the year 2010, a net loss of $1.5 billion in 2009, and a net loss
of $2.1 billion in 2008.

The Company's balance sheet at Sept. 30, 2011, showed
$24.72 billion in total assets, $29.55 billion in total
liabilities, and a $4.83 billion stockholders' deficit.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel.  Rothschild
Inc., is the financial advisor.   Garden City Group Inc. is the
claims and notice agent.

Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and
Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP
serve as counsel to the Official Committee of Unsecured Creditors
in AMR's chapter 11 proceedings.  Togut, Segal & Segal LLP is the
co-counsel for conflicts and other matters; Moelis & Company LLC
is the investment banker, and Mesirow Financial Consulting, LLC,
is the financial advisor.

Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by AMR Corp. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


AMERICAN DEFENSE: Delays Form 10-K for 2011
-------------------------------------------
American Defense Systems, 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, 2011.  The
information necessary to submit the Company's Annual Report on
Form 10-K could not be completed on a timely basis without
unreasonable effort or expense to the Company in its ordinary
course of business.

                       About American Defense

Hicksville, N.Y.-based American Defense Systems, Inc., is a
defense and security products company engaged in three business
areas: customized transparent and opaque armor solutions for
construction equipment and tactical and non-tactical transport
vehicles used by the military; architectural hardening and
perimeter defense, such as bullet and blast resistant transparent
armor, walls and doors.  The Company also operates the American
Institute for Defense and Tactical Studies.  The Company is in the
process of negotiating a sale or disposal of the portion of its
business related to the operation of a live-fire interactive
tactical training range location in Hicksville, N.Y.  The portion
of the Company's business related to vehicle anti-ram barriers
such as bollards, steel gates and steel wedges that deploy out of
the ground was sold as of March 22, 2011.

The Company's balance sheet at Sept. 30, 2011, showed $3.9 million
in total assets, $4.9 million in total liabilities, and a
stockholders' deficit of $1.0 million.

As reported in the TCR on April 26, 2011, Marcum LLP, in Melville,
New York, expressed substantial doubt about American Defense
Systems' ability to continue as a going concern, following the
Company's 2010 results.  The independent auditors noted that as of
Dec. 31, 2010, the Company had a working capital deficiency of
$14.1 million, an accumulated deficit of $26.3 million, a
shareholders' deficiency of $9.8 million and cash on hand of
$428,160.


AMERICAN MARINE: Judge Dismisses Bankruptcy Case Filed by Receiver
------------------------------------------------------------------
TradeOnlyToday.com and BoatingIndustry.com report that Bankruptcy
Judge Erik Kimball of the Southern District of Florida dismissed
the Chapter 11 bankruptcy petitions filed by a receiver on behalf
of these entities:

   -- American Marine Holdings LLC;
   -- AMH Government Services Inc.;
   -- Baja Marine Inc.;
   -- Donzi Marine Inc.;
   -- Fountain Dealers' Factory Super Store Inc.;
   -- Fountain Powerboat Industries Inc.;
   -- Fountain Powerboats Inc.;
   -- Fountain Powerboats LLC;
   -- Palmetto Park Financial LLC; and
   -- Pro-Line Boats LLC

According to the reports, Joseph Wortley, a partial owner of
Fountain and other related entities, sought dismissal of the case.

According to the reports, Mr. Wortley challenged the authority of
Ronald Glass, which was appointed by a state court as receiver, to
file the bankruptcy petitions.  The reports note the filing was
made Jan. 18 and marked the second time in less than three years
that Fountain had filed for bankruptcy protection.  At the time of
the January filing the company listed more than $53 million in
liabilities and less than $50,000 in assets.

TradeOnlyToday reports that Judge Kimball's order, dated March 23,
held that "Ronald Glass was not duly authorized to file the
petitions commencing these cases."

The reports also note the U.S. trustee had filed a motion to
dismiss the bankruptcy case or, in the alternative, appoint a
Chapter 11 trustee, but that motion was denied as moot due to this
ruling.

According to TradeOnlyToday, after the Dismissal order, an
attorney for Fountain and Baja Marine filed a motion in North
Carolina to dissolve the temporary receivership.

A North Carolina Business Court judge appointed Mr. Glass a
temporary receiver in October in First Capital's case against
Fountain Powerboats and other defendants.  First Capital is
seeking $61.04 million in damages from Fountain Powerboats and
other entities for the "borrower defendants' " breach of loan
agreements, according to documents filed in the North Carolina
court.

According to TradeOnlyToday, attorney Randolph James said in his
motion that Fountain Powerboats is prepared to immediately resume
building Baja boats and employ 25 to 30 people in Washington,
N.C., through its parts and service division as soon as the court
discharges Mr. Glass as the temporary receiver.  Mr. James also
said FCC "intended to liquidate the defendants since the beginning
of this action" despite its statements in prior hearings that it
intended to start production and take finished boats to the Fort
Lauderdale International Boat Show.

TradeOnlyToday, citing previous bankruptcy court filings, provides
a breakdown of the ownership of Fountain and its related entities:

  -- Debtor American Marine Holdings LLC is the parent
     corporation, owning 100% of Donzi Marine LLC; AMH
     Government Services LLC; Pro-Line Boats LLC; and Fountain
     Powerboats LLC.  AMH is owned by 50509 Marine LLC.  The
     Wortley American Marine Trust is a 20% owner and 50509
     Marine Corp. is an 80% owner of 50509 Marine LLC.  In
     turn, The Wortley 50509 Marine Corp. Trust owns all of the
     interests of 50509 Marine Corp.

  -- Liberty Acquisitions FPB LLC, a non-debtor entity, is the
     parent company, owning 100% of the following debtor
     entities: Fountain Powerboat Industries Inc.; Fountain
     Powerboats Inc.; Fountain Dealers Factory Super Store Inc.;
     and Baja By Fountain Inc. Liberty Associates LC owns all of
     the interests of Liberty Acquisitions FPB LLC.  Joseph
     Wortley owns 99% and Bill Gates owns 1% of Liberty
     Associates LC.

  -- Wortley owns 100% of Palmetto Park Financial LLC.

                      About American Marine

American Marine Holdings LLC's primary business consists, inter
alia, manufacturing, marketing, distributing, servicing and
selling boats and related products in North Carolina.  Brand names
include Donzi, Fountain, Pro-Line and Baja.

American Marine and its affiliates filed a Chapter 11 bankruptcy
petition (Bankr. S.D. Fla. Case No. 12-11354) on Jan. 18, 2012,
after being sued for defaulting on its loans.  Ronald Glass of
GlassRatner Advisory & Capital Group, LLC, the receiver of
American Marine, signed the bankruptcy petitions.  FCC LLC d/b/a
First Capital, which provided $51 million in loans prepetition,
pushed for the appointment of a receiver after filing a complaint
in state court.

The receiver disclosed that American Marine had no assets and had
liabilities of $60,007,617 in the schedules attached to petition.
The receiver said that debt to First Capital is $54 million.

John E. Page, Esq., at Shraiberg, Ferrara, & Landau P.A., in Boca
Raton, Florida, serves as counsel.  GlassRatner Advisory & Capital
Group Inc. serves as financial advisor.

On Jan. 16, 2012, Joseph Wortley, a former owner and officer of
American Marine, filed a Chapter 11 voluntary petition for
Palmetto Park Financial, LLC (Case No. 12-11055-EPK).  Mr. Glass
contends that the voluntary petitions for Palmetto Park and
related cases were null and void as Mr. Wortley no longer had the
authority to file the cases.  Mr. Glass sought dismissal of the
Palmetto case.


AMERICAN NATURAL: Incurs $905,800 Net Loss in 2011
--------------------------------------------------
American Natural Energy Corporation filed with the U.S. Securities
and Exchange Commission its annual report on Form 10-K disclosing
a net loss of $905,792 on $1.99 million of total revenues in 2011,
compared with a net loss of $2.06 million on $2.57 million of
total revenues in 2010.

The Company's balance sheet at Dec. 31, 2011, showed
$16.82 million in total assets, $9.78 million in total
liabilities, and $7.03 million in total stockholders' equity.

MaloneBailey, LLP, in Houston, Texas, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company incurred a net loss in
2011 and has a working capital deficiency and an accumulated
deficit at Dec. 31, 2011.

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

                        http://is.gd/q2RPLu

                       About American Natural

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


APPLIED MINERALS: Incurs $7.5 Million Net Loss in 2011
------------------------------------------------------
Applied Minerals, Inc., filed with the U.S. Securities and
Exchange Commission its Annual Report on Form 10-K disclosing a
net loss attributable to the Company of $7.48 million on $92,952
of revenue in 2011, a net loss attributable to the Company of
$4.76 million on $0 of revenue in 2010, and a net loss
attributable to the Company of $6.76 million on $0 of revenue in
2009.

The Company's balance sheet at Dec. 31, 2011, showed $12.87
million in total assets, $4.04 million in total liabilities and
$8.83 million in total stockholders' equity.

                         Bankruptcy Warning

At Dec. 31, 2011, and 2010, the Company had accumulated deficits
of $39,183,632 and $31,543,411, respectively, in addition to
limited cash and unprofitable operations.  For the year ended
Dec. 31, 2011, and 2010, the Company sustained net losses before
discontinued operations of $7,476,864 and $4,891,525,
respectively.  As of March 15, 2012, the Company has not
commercialized the Dragon Mine and has had to rely on cash flow
generated from the sale of stock and convertible debt to fund its
operations.  If the Company is unable to fund its operations
through the commercialization of the Dragon Mine, the sale of
equity or debt or a combination of both, it may have to file
bankruptcy.

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

                        http://is.gd/VKD9mG

                       About Applied Minerals

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


APTALIS PHARMA: Moody's Says Refinancing Likely to Hit Rating
-------------------------------------------------------------
Moody's Investors Service commented that the proposed refinancing
transaction of Aptalis Pharma Inc. would likely result in a
downgrade of the company's senior secured bank rating to B2 from
B1. Moody's anticipates that the Corporate Family Rating would
remain at B2 with a stable rating outlook. The proposed
refinancing involves a new Term Loan B tranche of $200 million,
the proceeds of which would be used to repay $195 million of
12.75% senior unsecured notes due 2016.

With principal offices in Bridgewater New Jersey, Aptalis Pharma,
Inc., is a privately-held specialty pharmaceutical company
concentrating in the field of gastroenterology and cystic fibrosis
and operating primarily in North America and Europe. For the
fiscal year ended September 30, 2011, Aptalis reported revenues of
approximately $470 million.


ARCTIC RENTALS: Case Summary & 6 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Arctic Rentals, LLC
        4360 S. Haggerty Road
        Canton, MI 48188

Bankruptcy Case No.: 12-47732

Chapter 11 Petition Date: March 28, 2012

Court: U.S. Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Phillip J. Shefferly

Debtor's Counsel: Matthew W. Frank, Esq.
                  FRANK & FRANK, PC
                  30833 Northwestern Highway, Suite 205
                  Farmington Hills, MI 48334
                  Tel: (248) 932-1440
                  E-mail: frankandfrank@comcast.net

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

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

The Company's list of its six largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/mieb12-47732.pdf

The petition was signed by Dean Perakis


ATRINSIC INC: Suspends Filing of Reports with SEC
-------------------------------------------------
Atrinsic, Inc., will not be filing its annual report on Form 10-K
for the fiscal year ending Dec. 31, 2011, and will also cease
filing future reports under the Securities Exchange Act of 1934,
as amended.  As a result of this decision, public information
about the Company will be limited significantly going forward.

The company's board of directors determined that it is in the best
interest of the Company's stakeholders to preserve the Company's
limited cash resources and therefore not to incur the costs
required to prepare and file its annual report on Form 10-K and
other reports otherwise required under the Securities Exchange Act
of 1934.

In connection with its decision, the company filed a Form 15
"Certification and Notice of Termination of Registration Under
Section 12(g) of the Securities Exchange Act of 1934 or Suspension
of Duty to File Reports Under Sections 13 and 15(d) of the
Securities Exchange Act of 1934."

Pursuant to Rule 12h-3, the Company is suspending reporting
because there are currently less than 300 holders of record of the
common stock.  There were only 124 holders of the common shares as
of March 30, 2012.

The Company also filed post-effective amendments to its
Registration Statements to terminate the Registration Statements
and deregister all of the shares of Common Stock that remain
unsold as of March 29, 2012.

                        About Atrinsic Inc.

New York City-based Atrinsic, Inc. (NASDAQ: ATRN) is a marketer
of direct-to-consumer subscription products and an Internet
search-marketing agency.  The Company sells entertainment and
lifestyle subscription products directly to consumers, which the
Company markets through the Internet.  The Company also sells
Internet marketing services to its corporate and advertising
clients.

The Company reported a net loss of $14.2 million on $25.7 million
of revenue for the nine months ended Sept. 30, 2011, compared with
a net loss of $11.6 million on $32.2 million of revenue for the
nine months ended Sept. 30, 2010.

The Company's balance sheet at Sept. 30, 2011, showed
$14.1 million in total assets, $19.7 million in total liabilities,
and a stockholders' deficit of $5.6 million.

As reported in the TCR on April 12, 2011, KPMG LLP, in New York,
expressed substantial doubt about Atrinsic's ability to continue
as a going concern, following the Company's 2010 results.  The
independent auditors noted that the Company has suffered recurring
losses from operations.


BERTHEL GROWTH: Suspending Filing of Reports with SEC
-----------------------------------------------------
Berthel Growth & Income Trust I filed a Form 15 notifying of its
suspension of its duty under Section 15(d) to file reports
required by Section 13(a) of the Securities Exchange Act of 1934
with respect to its Shares of Beneficial Interest.  As of
March 26, 2012, there were only 880 holders of record of the
shares.

As previously reported in a Form 8-K filed on June 22, 2009, the
Trust dissolved on June 22, 2009, in accordance with the terms of
its declaration of trust and applicable Delaware statutes.
Following the effective date of the Trust?s dissolution, the Trust
Advisor has acted as Liquidating Trust Advisor in accordance with
the terms of the Trust, for the purpose of prosecuting and
defending suits, whether civil, criminal or administrative, by or
against it, and enabling the Trust gradually to settle and close
its business, to dispose of and convey its property, to discharge
its liabilities, and to distribute any remaining assets to the
holders of beneficial interests in the Trust, but not for the
purpose of continuing the business for which the Trust was
organized.  On March 26, 2012, with the Trust having no remaining
assets, the Liquidating Trust Advisor completed the winding up of
the Trust, cancelled all outstanding shares of beneficial
interests in the Trust, and filed a certificate of cancellation
with the office of the Delaware Secretary of State.

As previously reported in a Form 8-K filed on Jan. 8, 2009, the
United States District Court for the Northern District of Iowa
entered on Jan. 7, 2009, a Consent Order and Judgment by which the
Court appointed the United States Small Business Administration as
the receiver for Berthel SBIC.  On Feb. 13, 2012, the Court
entered an order which terminated the Berthel SBIC receivership.

On March 23, 2012, the Trust, as the sole member of Berthel SBIC
approved the dissolution of Berthel SBIC and appointed BFC
Planning, Inc., as the Liquidation Committee pursuant to Berthel
SBIC's operating agreement.

On March 26, 2012, BFC Planning, Inc., completed the dissolution,
winding up and liquidation of Berthel SBIC, cancelled all
outstanding membership interests in Berthel SBIC, and filed a
certificate of cancellation with the office of the Delaware
Secretary of State.

                        About Berthel Growth

Based in Marion, Iowa, Berthel Growth & Income Trust I was a
Delaware business trust that has elected to be treated as a
business development company under the Investment Company Act of
1940.  The trust's Registration Statement was declared effective
June 21, 1995, at which time the trust began offering Shares of
Beneficial Interest.  The underwriting period was completed on
June 21, 1997, with a total of $10,541,000 raised.

The trust is a closed-end management investment company intended
as a long-term investment and not as a trading vehicle.

At Sept. 30, 2008, the Trust had $2,760,919 in total assets
and $9,565,186 in total liquidation.


BILLMYPARENTS INC: Rob DeSantis Named to Board of Directors
-----------------------------------------------------------
The Board of Directors of BillMyParents, Inc., appointed Mr. Rob
DeSantis to the Board.

Mr. DeSantis' primary business experience during the previous five
years has been as an investor in a variety of technology and green
energy companies, including LinkedIn, Bloom Energy, Fisker
Automotive, Brightsource, Xojet and Neurotopia.  Prior to being an
investor, he was a co-founder and Executive Vice President of
Ariba Technologies, and he was Vice President of Sales and
European operations for Rasna Corporation.  His career began as a
mechanical engineer in the Aerospace industry for Hughes Aircraft
Company.

Mr. Desantis holds a Bachelor of Science degree in Mechanical
Engineering from the University of Rhode Island.

In connection with Mr. DeSantis' appointment to the Board, the
Company agreed to grant Mr. DeSantis warrants to purchase up to
10,000,000 shares of common stock at an exercise price of $0.40
per share and having a term of 5 years.  The warrants will vest
monthly over a period of 24 months provided Mr. DeSantis continues
to serve on the Board.

                        About BillMyParents

San Diego, Calif.-based BillMyParents, Inc., markets prepaid cards
with special features aimed at young people and their parents.
BMP is designed to enable parents and young people to collaborate
toward the goal of responsible spending.

The Company reported a net loss of $14.2 million on $104,030 of
revenues for the fiscal year ended Sept. 30, 2011, compared with a
net loss of $6.9 million on $6,675 of revenues for the fiscal year
ended Sept. 30, 2010.

The Company's balance sheet at Dec. 31, 2011, showed $1.95 million
in total assets, $1.37 million in total liabilities, all current,
and $583,366 in total stockholders' equity.

For Fiscal 2011, the Company's independent auditors expressed
substantial doubt about the Company's ability to continue as a
going concern.  BDO USA, LLP, in La Jolla, California, noted that
the Company has incurred net losses since inception and has an
accumulated deficit and stockholders' deficiency at Sept. 30,
2011.


BIO-KEY INTERNATIONAL: Delays Form 10-K for 2011
------------------------------------------------
BIO-key International, Inc.' annual report on Form 10-K for the
fiscal year ended Dec. 31, 2011, could not be filed by the
prescribed due date of March 30, 2012, because the Company has not
yet completed the presentation and analysis of its financial
statements in the Report and the audit of the Company's 2011
financial statements is therefore ongoing.  Accordingly, the
registrant is unable to file that report within the prescribed
time period without unreasonable effort or expense.  The Company
intends to file the Report on or before the prescribed extension
date of April 16, 2012.

                           About BIO-Key

Wall, N.J.-based BIO-key International, Inc. (OTC BB: BKYI)
-- http://www.bio-key.com/-- develops and delivers advanced
identification solutions to commercial and government enterprises,
integrators, and custom application developers.

The Company reported a net loss of $894,319 on $3.0 million of
revenues for the nine months ended Sept. 30, 2011, compared with
net income of $291,534 on $3.0 million of revenues for the same
period of 2010.

The Company's balance sheet at Sept. 30, 2011, showed $1.6 million
in total assets, $1.9 million in total liabilities, and a
stockholders' deficit of $275,717.

As reported in the TCR on March 29, 2011, Rotenberg Meril Solomon
Bertiger & Guttilla, P.C., in Saddle Brook, New Jersey, expressed
substantial doubt about BIO-key's ability to continue as a going
concern, following the Company's 2010 results.  The independent
auditors noted that the Company has suffered substantial net
losses in recent years, and has an accumulated deficit at Dec. 31,
2010.


BIOFUELS POWER: Delays Form 10-K for 2011
-----------------------------------------
Biofuels Power Corp.'s financial statements for the year ended
Dec. 31, 2011, are not yet ready for distribution as a result of
recent measures the Company has taken with regard to the its
relocation of fixed assets requiring some of the net realizable
values to be reviewed and restated.

                       Biofuels Power

Humble, Tex.-based Biofuels Power Corporation is a distributed
energy company that is pioneering the use of biodiesel to fuel
small electric generating facilities that are located in close
proximity to end-users.  BPC's first power plant is currently
located near Houston, Texas in the city of Oak Ridge North.

As reported in the TCR on June 22, 2011, Clay Thomas, P.C., in
Houston, expressed substantial doubt about Biofuels Power's
ability to continue as a going concern, following the Company's
results for the fiscal year ended Dec. 31, 2010.  The independent
auditor noted that the Company has suffered significant losses and
will require additional capital to develop its business until the
Company either (1) achieves a level of revenues adequate to
generate sufficient cash flows from operations; or (2) obtains
additional financing necessary to support its working capital
requirements.

The Company reported a net loss of $1.02 million on $0 of sales
for the nine months ended Sept. 30, 2011, compared with a net loss
of $1.44 million on $0 of sales for the same period during the
prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$1.79 million in total assets, $6.08 million in total liabilities,
and a $4.28 million total stockholders' deficit.


BLACK RAVEN: Delays Filing of 2011 Annual Report
------------------------------------------------
Black Raven Energy, Inc., is still completing and addressing
certain disclosure issues to insure adequate disclosure of
information to be included in its annual report on Form 10-K for
the year ended Dec. 31, 2011.  The Company will file its annual
report on Form 10-K for the year ended Dec. 31, 2011, within the
15-day extension period.

                         About Black Raven

Denver, Colo.-based Black Raven Energy, Inc., formerly known as
PRB Energy, Inc., currently operates as an independent energy
company engaged in the acquisition, exploitation, development and
production of natural gas and oil in the Rocky Mountain Region of
the United States.  On Feb. 2, 2009, in connection with its
emergence from bankruptcy, PRB Energy changed its corporate name
to Black Raven Energy, Inc.

On March 5, 2008, PRB Energy, Inc. and its subsidiaries filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code in the U.S. Bankruptcy Court for the District of Colorado.
On Jan. 16, 2009, the Bankruptcy Court entered an order confirming
PRB Energy reorganization plan.  The Plan became effective Feb. 2,
2009.

According to the Company, cash and cash equivalents on hand and
internally generated cash flows may not be sufficient to execute
its business plan.  Future bank financings, asset sales, or other
equity or debt financings will be required to fund the Company's
debt service, working capital requirements, planned drilling,
potential acquisitions and other capital expenditures.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.

As reported by the TCR on April 21, 2011, Deloitte & Touche LLP,
in Denver, Colorado, noted that the Company's recurring losses
from operations and stockholders' deficit raise substantial doubt
about its ability to continue as a going concern.

The Company also reported a net loss of $1.49 million on
$1.68 million of total operating revenue for the nine months ended
Sept. 30, 2011, compared with a net loss of $2.07 million on
$344,000 of total operating revenue for the same period a year
ago.

The Company's balance sheet at Sept. 30, 2011, showed
$52.73 million in total assets, $62.49 million in total
liabilities, and a $9.76 million total stockholders' deficit.


BRIGHAM EXPLORATION: Moody's Withdraws 'B3' Corp. Family Rating
---------------------------------------------------------------
Moody's Investors Service has withdrawn the ratings for Brigham
Exploration Company (BEXP) following its acquisition by Statoil
ASA (STO, Aa2 stable) and the full repayment of Brigham's rated
debt. The ratings withdrawn are the B3 Corporate Family Rating
(CFR), the B3 Probability of Default Rating (PDR) and its SGL-3
Speculative Grade Liquidity Rating.

RATING RATIONALE

The principal methodology used in rating Brigham was the Global
Independent Exploration and Production Industry published in
December 2011.

Headquartered in Austin, Texas, Brigham is an independent
exploration and production company whose operations are conducted
principally in the Williston Basin of Montana and North Dakota.


BUFFETS INC: Amends Schedules of Assets and Liabilities
-------------------------------------------------------
Buffets, Inc., filed with the U.S. Bankruptcy Court for the
District of Delaware amended schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property          $384,810,974
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $300,152,157
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $148,921
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $53,224,180
                                 -----------      -----------
        TOTAL                   $384,810,974     $353,525,258

Debtor-affiliates also filed their amended schedules disclosing:

   Company                            Assets        Liabilities
   -------                            ------        -----------
OCB Restaurant Company, LLC        $79,229,064     $349,369,683
Fire Mountain Restaurants, LLC     $68,519,817     $319,748,381
Ryan?s Restaurant Group, Inc.      $15,104,668     $304,792,532
Hometown Buffet, Inc.              $26,585,158     $308,771,854

As reported in the Troubled Company Reporter on March 14, 2012,
Buffets Inc. previously disclosed $384,810,974 in assets and
$353,498,404 in liabilities.

Full-text copies of the amended schedules are available for free
at:

  http://bankrupt.com/misc/BUFFETS_RESTAURANTS_firemountain_sal.pdf
  http://bankrupt.com/misc/BUFFETS_RESTAURANTS_hometown_sal.pdf
  http://bankrupt.com/misc/BUFFETS_RESTAURANTS_ocb_sal.pdf
  http://bankrupt.com/misc/BUFFETS_RESTAURANTS_ryansrestaurant_sal.pdf
  http://bankrupt.com/misc/BUFFETS_RESTAURANTS_sal.pdf

                        About Buffets Inc.

Buffets Inc., the nation's largest steak-buffet restaurant
company, operates 494 restaurants in 38 states, comprised of 483
steak-buffet restaurants and 11 Tahoe Joe's Famous Steakhouse(R)
restaurants, and franchises 3 steak-buffet restaurants in two
states. The restaurants are principally operated under the Old
Country Buffet(R), HomeTown(R) Buffet, Ryan's(R) and Fire
Mountain(R) brands.  Buffets employs 28,000 team members and
serves 140 million customers annually.

Buffets Inc. and all of its subsidiaries filed Chapter 11
petitions (Bankr. D. Del. Lead Case No. 12-10237) on Jan. 18,
2012, after it reached a restructuring support agreement with 83%
of its lenders to eliminate virtually all of the Company's roughly
$245 million of outstanding debt.  The Debtors are seeking to
reject leases for 83 underperforming restaurants.

Buffets had 626 restaurants when it began its prior bankruptcy
case (Bankr. D. Del. Case Nos. 08-10141 to 08-10158).  It emerged
from bankruptcy in April 2009.

Higher gasoline and energy costs, along with a decline in guest
count, have hampered the Debtors' ability to service their long-
term debt and caused a liquidity strain, forcing the Company to
return to Chapter 11 bankruptcy.

In the new Chapter 11 case, Buffets Inc.'s legal advisors are
Paul, Weiss, Rifkind, Wharton & Garrison LLP and Young, Conaway,
Stargatt & Taylor, LLP.  The Company's financial advisor is
Moelis, Inc.  Epiq Bankruptcy Solutions LLC serves as claims,
noticing and balloting agent.

An ad hoc committee of secured lenders is represented by Willkie
Far & Gallagher LLP and Blank Rome LLP as counsel and Conway, Del
Genio, Gries & Co. as financial advisors.  Credit Suisse, as DIP
Agent and Prepetition First Lien Agent, is represented by Skadden
Arps Slate Meagher & Flom as counsel.

The U.S. Trustee has appointed a 5-member Official Committee of
Unsecured Creditors in the Debtors' cases.


CAMARILLO PLAZA: Court Hires Colliers International as Broker
-------------------------------------------------------------
Camarillo Plaza LLC asks permission from the U.S. Bankruptcy Court
to employ Tom J. Lagos -- tom.lagos@colliers.com -- of Colliers
International Greater Los Angeles, Inc., as licensed real estate
broker to assist in marketing the Debtor's shopping center.

Colliers, as sales agent, has listed the property at $20,500,000.
The exclusive listing period is through July 23, 2012.

If an offer to sell the shopping center is received during the
exclusive listing period and an offer accepted, Colliers will be
entitled to 1.5% of the selling price as commission.

The firm attests that it is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.

                      About Camarillo Plaza LLC

Shopping center operator Camarillo Plaza LLC, based in Los
Angeles, California, filed for Chapter 11 bankruptcy (Bankr. C.D.
Calif. Case No. 11-59637) on Dec. 5, 2011.  Judge Sheri Bluebond
was assigned to the case.  At the Debtor's behest the next day,
the case was transferred to the Northern Division (Bankr. C.D.
Calif. Case No. 11-bk-15562).  The case in the Los Angeles
Division was closed, and Judge Robin Riblet took over from Judge
Bluebond.

The Debtor scheduled assets of $21,646,714 and liabilities of
$12,286,585 as of the Chapter 11 filing.  Janet A. Lawson, Esq.,
in Ventura County, California, serves as the Debtor's counsel.
The petition was signed by Aaron Arnold Klein, managing partner.


CAVE LAKES: Court OKs Neil J. Beller Ltd as Counsel
---------------------------------------------------
Cave Lakes Canyon LLC sought and obtained permission from the U.S.
Bankruptcy Court for the District of Nevada to employ Neil J.
Beller, Esq., of Neil J. Beller, Ltd. as counsel.

The Debtor has paid the law offices of Neil J. Beller Ltd.
$10,000.

Neil J. Beller, Ltd. attests that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

Cave Lakes Canyon LLC filed for Chapter 11 bankruptcy (Bankr. D.
Nev. Case No. 12-10008) on Jan. 3, 2012, disclosing $18,010,913 in
assets and $3,984,861 liabilities.  Judge Bruce A. Markell
presides over the case.


CENTRE PLAZA: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Centre Plaza Investors, LLC
        45 N.E. Loop 410
        San Antonio, TX 78216

Bankruptcy Case No.: 12-50982

Chapter 11 Petition Date: March 30, 2012

Court: U.S. Bankruptcy Court
       Western District of Texas (San Antonio)

Judge: Leif M. Clark

About the Debtor:  The Debtor's address is the location of Centre
                   Plaza, a 138,265-square-foot office building.
                   The building, considered a class A, was built
                   1982.  Seventeen spaces are available for rent
                   at the building for $19.50 per square-foot per
                   year.

Debtor's Counsel: Rakhee V. Patel, Esq.
                  PRONSKE & PATEL, PC
                  2200 Ross Avenue, Suite 5350
                  Dallas, TX 75201
                  Tel: (214) 658-6500
                  Fax: (214) 658-6509
                  E-mail: rpatel@pronskepatel.com

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

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

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

The petition was signed by Donald P. Nelson, managing member.


CHINA EXECUTIVE: Incurs $5.5 Million Net Loss in 2011
-----------------------------------------------------
China Executive Education Corp. filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $5.47 million on $10.13 million of revenue in 2011,
compared with a net loss of $8.54 million on $7.23 million of
revenue in 2010.

The Company's balance sheet at Dec. 31, 2011, showed
$10.46 million in total assets, $27.13 million in total
liabilities and a $16.66 million total stockholders' deficiency.

Albert Wong & Co, in Hong Kong, China, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has accumulated
deficits as at Dec. 31, 2011, of $17,466,892 including net losses
of $5,478,202 for the year ended Dec. 31, 2011.

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

                        http://is.gd/J19bZL

China Executive Education Corp. is an executive education company
with operations in Hangzhou and Shanghai, China.  The Company
operates comprehensive business training programs that are
designed to fit the needs of Chinese entrepreneurs and to improve
their leadership, management and marketing skills, as well as
bottom-line results.  The Company is based in Hangzhou, the
People's Republic of China.


CHRIST HOSPITAL: Court OKs Alvarez & Marsal as Financial Advisor
----------------------------------------------------------------
Christ Hospital sought and obtained approval from the Bankruptcy
Court permission to employ Alvarez & Marsal North America LLC as
its financial advisor.  The firm was first engaged by the Debtor
in 2007.  A&M will be paid at these hourly rates:

          Managing directors              $650 - $850
          Directors                       $450 - $650
          Analysts/associates             $250 - $450

All prepetition work performed by A&M would be rendered for a flat
fee of $25,000.

A&M will bill no less frequently than monthly for its services
which it estimates will run roughly $200,000 per month plus out of
pocket expenses.

The Debtor also agrees to indemnify A&M.

A&M's Wayne Ziemann attests that the firm has no connection with
the Debtor, its creditors, other parties in interest, or their
attorneys or accountants, or the U.S. Trustee; and does not hold
any interest adverse to the Debtor's estate; and is a
"disinterested person" as defined in 11 U.S.C. Sec. 101(14).

                     About Christ Hospital

Christ Hospital filed for Chapter 11 bankruptcy (Bankr. D. N.J.
Case No. 12-12906) on Feb. 6, 2012.  Christ Hospital, founded in
1872 by an Episcopalian priest, is a 367-bed acute care hospital
located in Jersey City, New Jersey at 176 Palisade Avenue, serving
the community of Hudson County.  The Debtor is well-known for its
broad range of services from primary angioplasty for cardiac
patients to intensity modulated radiation therapy for those
battling cancer.  Christ Hospital is the only facility in Hudson
County to offer IMRT therapy, which is the most significant
breakthrough in cancer treatment in recent years.

Christ Hospital filed for Chapter 11 after an attempt to sell the
assets fell through.  Judge Morris Stern presides over the case.
Lawyers at Porzio, Bromberg & Newman, P.C., serve as the Debtor's
counsel.  Alvarez & Marsal North America LLC serves as financial
advisor.  Logan & Company Inc. serves as the Debtor's claim and
noticing agent.

The Health Professional and Allied Employees AFT/AFI-CIO is
represented in the case by Mitchell Malzberg, Esq., at Mitnick &
Malzberg P.C.

DIP lender HFG is represented in the Debtor's case by Benjamin
Mintz, Esq., at Kaye Scholer LLP and Paul R. De Filippo, Esq., at
Wollmuth Maher & Deutsch LLP.

Andrew H. Sherman, Esq., at Sills, Cummis & Gross, serves as
counsel to the Official Committee of Unsecured Creditors.  J.H.
Cohn LLP serves as financial advisor to the committee.

Suzanne Koenig of SAK Management Services, LLC, has been appointed
as patient care ombudsman.  She is represented by Greenberg
Traurig as counsel.

Hudson Hospital Holdco is represented in the case by McElroy,
Deutsch, Mulvaney & Carpenter, LLP.  Community Healthcare
Associates is represented in the case by Lowenstein Sandler PC.
Liberty Healthcare System, Inc., d/b/a Jersey City Medical Center,
which joined in CHA's bid, is represented by Duane Morris LLP.


CHRIST HOSPITAL: Court OKs Greenberg Traurig as Ombudsman Counsel
-----------------------------------------------------------------
Suzanne Koenig, the Patient Care Ombudsman appointed in the
Chapter 11 case of Christ Hospital, sought and obtained permission
from the U.S. Bankruptcy Court to employ Greenberg Traurig LLP as
her bankruptcy counsel.

Greenberg Traurig will be paid at these hourly rates:

          Shareholders       $350-$900
          Of counsel         $250-$900
          Associates         $270-$720
          Legal Assistants/  $115-$320
             Paralegals

Greenberg Traurig has represented or currently represents Ms.
Koenig in the bankruptcy cases of Brotman Medical Center Inc., New
York Westchester Square Medical Center, North General Hospital,
Johnny-Kumar Jain, and Meridian Behavioral Health LLC.

Nancy Peterman, Esq., a shareholder at the firm, attests that her
firm has no connection with the Debtor, its creditors, or any
other parties in interest and does not hold or represent any
entity having an adverse interest in connection with Christ
Hospital's case.  The firm may be reached at:

         Alan J. Brody, Esq.
         GREENBERG TRAURIG LLP
         200 Park Avenue
         P.O. Box 677
         Florham Park, NJ 07932-0677
         Telephone: (973) 360-7900
         Facsimile: (973) 301-8410
         Email: brodya@gtlaw.com

              - and -

         Nancy A. Peterman, Esq.
         GREENBERG TRAURIG, LLP
         77 West Wacker Drive, Suite 3100
         Chicago, IL 60601
         Telephone: (312) 456-8400
         Facsimile: (312) 456-8435
         Email: petermann@gtlaw.com

                     About Christ Hospital

Christ Hospital filed for Chapter 11 bankruptcy (Bankr. D. N.J.
Case No. 12-12906) on Feb. 6, 2012.  Christ Hospital, founded in
1872 by an Episcopalian priest, is a 367-bed acute care hospital
located in Jersey City, New Jersey at 176 Palisade Avenue, serving
the community of Hudson County.  The Debtor is well-known for its
broad range of services from primary angioplasty for cardiac
patients to intensity modulated radiation therapy for those
battling cancer.  Christ Hospital is the only facility in Hudson
County to offer IMRT therapy, which is the most significant
breakthrough in cancer treatment in recent years.

Christ Hospital filed for Chapter 11 after an attempt to sell the
assets fell through.  Judge Morris Stern presides over the case.
Lawyers at Porzio, Bromberg & Newman, P.C., serve as the Debtor's
counsel.  Alvarez & Marsal North America LLC serves as financial
advisor.  Logan & Company Inc. serves as the Debtor's claim and
noticing agent.

The Health Professional and Allied Employees AFT/AFI-CIO is
represented in the case by Mitchell Malzberg, Esq., at Mitnick &
Malzberg P.C.

DIP lender HFG is represented in the Debtor's case by Benjamin
Mintz, Esq., at Kaye Scholer LLP and Paul R. De Filippo, Esq., at
Wollmuth Maher & Deutsch LLP.

Andrew H. Sherman, Esq., at Sills, Cummis & Gross, serves as
counsel to the Official Committee of Unsecured Creditors.  J.H.
Cohn LLP serves as financial advisor to the committee.

Suzanne Koenig of SAK Management Services, LLC, has been appointed
as patient care ombudsman.  She is represented by Greenberg
Traurig as counsel.

Hudson Hospital Holdco is represented in the case by McElroy,
Deutsch, Mulvaney & Carpenter, LLP.  Community Healthcare
Associates is represented in the case by Lowenstein Sandler PC.
Liberty Healthcare System, Inc., d/b/a Jersey City Medical Center,
which joined in CHA's bid, is represented by Duane Morris LLP.


CHURCH STREET: Assets Sale Hearing Scheduled for April 30
---------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Tennessee
will convene a hearing on April 30, 2012, to consider Church
Street Health Management, LLC, et al.'s motion to sell their
assets.

As reported in the Troubled Company Reporter on Mar 15, 2012,
Small Smiles Dental Centers filed a motion seeking to sell itself
at an April 20 auction with an opening bid from an affiliate of
private equity firm Garrison Investment Group, which would keep
the company's 67 clinics operating and pay off a wave of expensive
settlements that followed a government investigation into its
dental practices.

                        About Church Street

Church Street Health Management, LLC, a provider of management
services for 67 dental practices in 22 states, filed a Chapter 11
petition (Bankr. M.D. Tenn. Case No. 12-01573) in Nashville,
Tennessee on Feb. 20, 2012.

The following day, four affiliates, Small Smiles Holding Company,
LLC, Forba NY, LLC, EEHC, Inc., and Forba Services, LLC, filed
their Chapter 11 petitions (Case Nos. 12-01574 to 12-01577).

As of the Petition Date, the Debtors' assets have book value of
$895 million, with debt totaling $303 million.  There is about
$131.5 million owing on first-lien obligations, plus $25.6 million
on a second-lien obligation. There is an additional $152 million
on three subordinated debts.  The company's finances are
structured to comply with Islamic Shariah financing regulations.

In the Chapter 11 cases, the Debtors have engaged Waller Lansden
Dortch & Davis, LLP as bankruptcy counsel, and Alvarez & Marsal
Healthcare Industry Group, LLC, as financial and restructuring
advisor.  Martin McGahan, a managing director at A&M, will serve
as chief restructuring officer of Church Street.  Morgan Joseph
TriArtisan, LLC, is the investment banker.  Garden City Group is
the claims and notice agent.

Garrison Investment Group is providing funding for the Chapter 11
case.  The credit agreement will provide the Debtor with up to an
aggregate principal amount of $12 million in a revolving credit
facility.


CICERO INC: Delays Form 10-K for 2011
-------------------------------------
Cicero 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, 2011.  The compilation, verification and
review by the Company's independent auditors of the information
required to be presented in the Form 10-K has required additional
time rendering timely filing of the Form 10-K impracticable
without undue hardship and expense to the Company.

                         About Cicero Inc.

Cary, N.C.-based Cicero, Inc., provides business integration
software solutions and also provides technical support, training
and consulting services as part of its commitment to providing
customers with industry-leading solutions.

The Company focuses on the customer experience management market
with emphasis on desktop integration and business process
automation with its Cicero XM(TM) products.  Cicero XM enables the
flow of data between different applications, regardless of the
type and source of the application, eliminating redundant entry
and costly mistakes.

As reported by the TCR on April 6, 2011, Marcum LLP, in Bala
Cynwyd, Pennsylvania, noted that the Company's recurring losses
from operations and working capital deficiency raise substantial
doubt about its ability to continue as a going concern.

The Company has extended the maturity dates of several debt
obligations that were due in 2011 to 2012, to assist with
liquidity and may attempt to extend these maturities again if
necessary.  Despite the recent additions of several new clients,
the Company continues to struggle to gain additional sources of
liquidity on terms that are acceptable to the Company.

The Company reported a net loss of $459,000 in 2010 and a net loss
of $1.28 million during the prior year.  The Company reported a
net loss of $1.91 million for the nine months ended Sept. 30,
2011.

The Company's balance sheet at Sept. 30, 2011, showed $4.58
million in total assets, $13.15 million in total liabilities and a
$8.57 million total stockholders' deficit.


CINRAM INTERNATIONAL: Incurs $88.5 Million Net Loss in 2011
-----------------------------------------------------------
Cinram International Income Fund reported net earnings of
$41.90 million on $267.47 million of revenue for the three months
ended Dec. 31, 2011, compared with a net loss of $6.62 million on
$300.07 million of revenue for the same period during the prior
year.

The Company reported a net loss of $88.53 million on
$800.84 million of revenue in 2011, compared with net earnings of
$16.17 million on $1.10 billion of revenue in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $452.72
million in total assets, $527.84 million in total liabilities and
a $75.12 million unitholders' deficiency.

Steve Brown, CEO, commented "As reflected above, 2011 was a
difficult year for the Fund and the industry generally as the
impact of a general softness in the economy in our primary markets
of North America and Europe impacted consumers' discretionary
spending.  Notwithstanding, we continue to be encouraged by the
growth of our new digital media services group."

Cinram engaged Moelis & Company as financial advisor to undertake
a strategic process for the Fund.  As part of this process, the
Fund is engaged in active discussions with a number of potential
counterparties concerning strategic alternatives.  Cinram is
working with a view to completion of the strategic process within
the next few months.  There can be no assurance that the process
will identify a transaction that is in the best interests of the
Fund or that the Fund will be able to implement any such
transaction.

The Fund has been working with Cinram's senior lenders and their
advisors with respect to the Fund's current strategic review
process and Cinram's previously disclosed breach of certain of the
financial covenants in its senior credit agreements.  The senior
lenders have waived or amended the senior credit facilities on
numerous occasions as the strategic process has continued.  The
current waiver provided on March 28, 2012, waives certain
financial covenant defaults occurring on or prior to April 30,
2012, and certain other defaults.  This waiver is subject to
lender termination rights on notice to Cinram under certain
conditions, which take effect on or after April 13, 2012.  There
can be no assurance that further waivers will be provided or that
ongoing waivers will not be retracted.

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

                        http://is.gd/s9q5Ht

                           About Cinram

Cinram International Inc., an indirect, wholly-owned subsidiary of
the Fund, is a provider of pre-recorded multimedia products and
related logistics services.  With facilities in North America and
Europe, Cinram International Inc. manufactures and distributes
pre-recorded DVDs, Blu-ray Discs, CDs, and CD-ROMs for motion
picture studios, music labels, publishers and computer software
companies around the world.  Cinram also provides distribution and
logistics services to the telecommunications industry in North
America through its wireless subsidiary.  The Fund's units are
listed on the Toronto Stock Exchange under the symbol CRW.UN.  The
Cinram group of companies also incorporates 1K Studios, a digital
media firm based in Los Angeles specializing in building enhanced
consumer experiences for movies, TV shows, music, books and games.
For more information, visit www.cinram.com .


CINTEL CORP: Delays Form 10-K for 2011
--------------------------------------
Cintel 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, 2011.   The compilation, dissemination
and review of the information required to be presented in the Form
10-K for the relevant period has imposed time constraints that
have rendered timely filing of the Form 10-K impracticable without
undue hardship and expense to the registrant.  The Company
undertakes the responsibility to file that report no later than
fifteen days after its original prescribed due date.

                         About Cintel Corp.

Henderson, Nev.-based Cintel Corp. has no current operations.
Until Dec. 31, 2009, the Company's operations were conducted
through its subsidiaries, Phoenix Digital Tech ("PDT"), Phoenix
Semiconductor Telecommunication Suzhou ("PSTS"), and Bluecomm and
its indirect subsidiary BKLCD.  Upon transfer of the shares of its
operating subsidiaries, the company has no current operations.
The Company maintains a 19% interest in PSTS and 2.1% interest in
PDT.

The Company's principal business objective for the next 12 months
and beyond that time will be to achieve long-term growth potential
through a combination with a business rather than immediate,
short-term earnings.

The Company reported a net loss of $2.3 million on $0 revenue for
2010, compared with a net loss of $14.8 million on $0 revenue for
2009.  The Company also reported a net loss of $1.50 million on $0
of net revenues for the nine months ended Sept. 30 2011.

The Company has not engaged in active business later 2009.
Accordingly, the Company generated no revenue for the three and
nine months ended Sept. 30, 2011, and for the corresponding period
in 2010.

The Company's balance sheet at Sept. 30, 2011, showed
$12.43 million in total assets, $36.09 million in total
liabilities, and a $23.65 million total stockholders' deficit.

Kim & Lee Corporation, in Los Angeles, California, expressed
substantial doubt about Cintel's ability to continue as a going
concern.  The independent auditors noted that the Company incurred
a net loss of $2.3 million during the year ended Dec. 31, 2010,
and, as of that date, had a working capital deficiency of
$12.8 million, and a stockholders' deficit.


CIT GROUP: To Redeem $500MM of 7% Notes Due 2017
------------------------------------------------
CIT Group Inc. will redeem $500 million of its 7% Series C Senior
Unsecured Notes maturing in 2017.  Following this redemption,
roughly $3.6 billion principal amount of the Notes maturing in
2017 and roughly $3.1 billion principal amount of the Notes
maturing in 2016 will remain outstanding.

"We will continue to eliminate or refinance our remaining high-
cost debt as we work to further improve our funding profile," said
John A. Thain, Chairman and Chief Executive Officer.

Including the redemption, as well as the roughly $1.6 billion
redemption of 7% Series C Senior Unsecured Notes maturing in 2015
the Company announced on March 15, 2012, CIT will have eliminated
or refinanced roughly $24 billion of high cost debt since the
beginning of 2010.

The Company has provided a redemption notice for the Notes to the
trustee and intends to complete the redemption announced today on
May 2, 2012.  As provided under the terms of the Notes, the
Company will redeem the outstanding principal balance at par and
will be redeemed on a pro-rata basis among all of the 2017 Notes.

                          About CIT Group

Founded in 1908, CIT Group Inc. (NYSE: CIT) -- http://www.cit.com/
-- is a bank holding company with more than $34 billion in finance
and leasing assets.  CIT Group and affiliate CIT Group Funding
Company of Delaware LLC filed for Chapter 11 (Bankr. S.D.N.Y. Case
No. 09-16565) on Nov. 1, 2009, with a prepackaged Chapter 11 plan
of reorganization.  Evercore Partners, Morgan Stanley and FTI
Consulting served as the Company's financial advisors and Skadden,
Arps, Slate, Meagher & Flom LLP served as legal counsel in
connection with the restructuring plan.  Sullivan & Cromwell
served as legal advisor to CIT's Board of Directors.

The Court validated the vote of CIT's impaired classes of
creditors and confirmed the Plan on Dec. 8, 2009.  The Plan
provided for the conversion to equity or reinstatement of seven
classes of debt issued primarily in the form of notes and
debentures; one class of unsecured notes was exchanged for new
debt.  General unsecured creditors, including holders of claims
arising from the rejection of executory contracts, were paid in
full and deemed unimpaired.  Holders of preferred and common
stock, as well as subordinated claims, received no recovery.

CIT emerged from bankruptcy protection on Dec. 11, 2009.

                          *     *     *

In February 2012, Moody's Investors Service upgraded CIT's
Corporate Family Rating to B1 from B2, recognizing CIT's
achievements in strengthening its liquidity profile by
diversifying funding sources, extending debt maturities, and
reducing the level of encumbered assets.

Dominion Bond Rating Service also has upgraded CIT's ratings,
including its Issuer Rating to BB (low) from B (high).


CLIFFS CLUB: GGG Partners and Katie S. Goodman OK'd as CRO
----------------------------------------------------------
The U.S. Bankruptcy Code for the District of South Carolina, in a
final order, authorized The Cliffs Club & Hospitality Group, Inc.,
to employ GGG Partners, LLC, and Katie S. Goodman as chief
restructuring officer.

As reported in the Troubled Company Reporter on March 15, 2012,
GGG will act as the Debtors' chief restructuring officer, and its
representative, Ms. Goodman, will be the highest officer of each
Chapter 11 Debtor.

GGG will bill on an hourly basis at these rates:

     Professional                               Hourly Rate
     ------------                               -----------
     Katie S. Goodman, Managing Partner & CRO       $350
     Joseph V. Pegnia, Partner                      $325
     Sam Horgan, Partner                            $275

The firm will also seek reimbursement for reasonable out-of-pocket
expenses.

The Court order also provided that the Debtors are not authorized
to indemnify GGG according to the terms set forth in the Services
Agreement; however, the Debtors are authorized to indemnify
individually the professionals employed by GGG who are providing
services to the Debtors, namely Katie S. Goodman, Joseph V.
Pegnia, and Sam Horgan, according to the same indemnification
terms originally in favor GGG set forth in the Services Agreement.

GGG has received a $105,000 retainer from the Debtors.  GGG
currently holds a $13,160 balance from the retainer after applying
fees and expenses incurred pre-bankruptcy.

The Debtors believe that each of GGG and Ms. Goodman is a
"disinterested person" as that term is defined in Sec. 101(14) of
the Bankruptcy Code.

                         About Cliffs Club

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

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

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

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

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

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

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

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


CLIFFS CLUB: Panel Taps John B. Butler as Local Counsel
-------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of he Cliffs Club & Hospitality Group, Inc., asks the U.S.
Bankruptcy Code for the District of South Carolina for permission
to employ John B. Butler III P.A. as local counsel.

To the best of the Committee's knowledge, the firm does not have
any connections with the Debtor, creditors, any other party-in-
interest, their respective attorneys and accountants, the United
States Trustee, or any other person employed in the office of the
United States Trustee.

                      About Cliffs Club

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

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

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

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

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

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

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

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


CLIFFS CLUB: Timothy Cherry Approved as Independent Contractor
--------------------------------------------------------------
The U.S. Bankruptcy Code for the District of South Carolina
authorized The Cliffs Club & Hospitality Group, Inc., to employ
Timothy P. Cherry, the Debtors' interim president and CEO, as
independent contractor.

As reported in the Troubled Company Reporter on March 20, 2012,
the Debtors said they needed Mr. Cherry to assist the chief
restructuring offer.  Mr. Cherry will resign as president and CEO
upon effectiveness of the Independent Contractor Agreement.

The Debtors said Mr. Cherry has more than 36 years of experience
in the financial fields, including 27 years in public accounting,
with areas of expertise including real estate development, complex
tax transactions and planning, mergers and acquisitions, tax
controversy and corporate tax planning.

Mr. Cherry agrees that he will not communicate with any potential
bidders for the Debtors' assets in connection with the bankruptcy
process without prior authorization of the CRO.  Mr. Cherry agrees
to spend a maximum of 120 hours per month performing services
during the term of the Agreement.

As contractor, Mr. Cherry will receive a monthly fee of $30,000
per month, payable March 9, April 9 and May 9, unless the
Agreement is terminated earlier.  He will also receive $500 per
month food and clothing allowance at the Debtors' golf and country
clubs, and will be reimbursed of necessary expenses.

The Agreement terminates May 27, 2012, but may be extended for an
additional three-month period.

                         About Cliffs Club

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

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

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

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

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

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

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

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


CMS ENERGY: Moody's Issues Summary Credit Opinion
-------------------------------------------------
Moody's Investors Service issued a summary credit opinion on CMS
Energy Corporation and includes certain regulatory disclosures
regarding its ratings. The release does not constitute any change
in Moody's ratings or rating rationale for CMS Energy Corporation
and its affiliates.

Moody's current ratings on CMS Energy Corporation and its
affiliates are:

Senior Secured Bank Credit Facility domestic currency ratings of
Baa3

Senior Unsecured domestic currency ratings of Ba1

Senior Unsec. Shelf domestic currency ratings of (P)Ba1

Subordinate Shelf domestic currency ratings of (P)Ba2

Pref. Shelf domestic currency ratings of (P)Ba2

Consumers Energy Company

First Mortgage Bonds domestic currency ratings of A3

Senior Secured domestic currency ratings of A3

Senior Secured Bank Credit Facility domestic currency ratings of
A3

Pref. Stock domestic currency ratings of Baa3

Senior Secured Shelf domestic currency ratings of (P)A3

Senior Unsec. Shelf domestic currency ratings of (P)Baa2

Backed First Mortgage Bonds domestic currency ratings of A3

BACKED Senior Secured domestic currency ratings of A3

Underlying First Mortgage Bonds domestic currency ratings of A3

Underlying Senior Secured domestic currency ratings of A3

CMS Energy Trust I

BACKED Pref. Stock domestic currency ratings of Ba2

CMS Energy Trust IV

BACKED Pref. Shelf domestic currency ratings of (P)Ba2

CMS Energy Trust V

BACKED Pref. Shelf domestic currency ratings of (P)Ba2

RATINGS RATIONALE

Moody's evaluates CMS' financial performance relative to the
Regulated Electric and Gas Utilities rating methodology published
in August 2009. CMS' indicated rating as depicted in the grids
below is Baa2 compared to its current Ba1 senior unsecured rating.
The indicated grid ratings considers CMS' consolidated financial
performance based on a three-year historical average and 18-24
month prospective basis.

The Ba1 rating for CMS' senior unsecured debt obligations reflects
the issuer's improved credit metrics and its focus on its
regulated utility businesses which operate in a relatively
supportive regulatory environment. The rating also considers the
still significant level of debt at the parent company which has
led to wider notching between the parent's and subsidiary's
unsecured ratings.

The positive outlook reflects the company's improved financial
profile. Evidence of continued regulatory support, especially in
light of Consumers' sizable capital spending program, could
trigger upward movement in the rating of Consumers and CMS over
the next 12 to 18 months.

Rating Outlook

CMS' positive outlook reflects the steady improvement in the
company's consolidated financial profile due in large part to the
constructive legislative and regulatory environment in Michigan.

What Could Change the Rating - Up

A rating upgrade over the next 12 to 18 months could be triggered
by continued regulatory support provided by the MPSC demonstrated
by constructive outcomes in Consumers' pending rate cases and
comfort in CMS' ability to maintain consolidated interest coverage
and CFO pre-W/C to debt metrics in excess of 3.2 times and 15%,
respectively, over Consumers' construction cycle.

What Could Change the Rating - Down

A rating downgrade is not currently anticipated. Evidence of
declining support from the MPSC, greater than anticipated capital
expenditure requirements or a decline in operating margins such
that CMS' consolidated metric of CFO pre-WC to debt declines to
below 15% could cause us to revise the rating outlook to stable.

The principal methodology used in these ratings was Regulated
Electric and Gas Utilities published in August 2009.


COMMUNITY MEMORIAL: Section 341(a) Meeting Scheduled for April 13
-----------------------------------------------------------------
The U.S. Trustee for Region 9 will convene a meeting of creditors
of Community Memorial Hospital on April 13, 2012, at 12:00 p.m.
The meeting will be held at 101 First St., Suite 103, Bay City,
Michigan.

Deadline to submit proof of claim is on July 7, 2012.

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

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

                About Community Memorial Hospital

Community Memorial Hospital, operator of the Cheboygan Memorial
Hospital, filed for Chapter 11 bankruptcy (Bankr. E.D. Mich. Case
No. 12-20666) on March 1, 2012.  Judge Daniel S. Opperman oversees
the case.  Paul W. Linehan, Esq., at McDonald Hopkins LLC,
represents the Debtor as counsel.  The Debtor's financial advisor
is Conway Mackenzie Inc.  The Debtor estimated assets and debts of
$10 million to $50 million.

Opened in 1942, the Debtor is an independent, not-for-profit
entity, organized exclusively for charitable, scientific and
educational purposes, and holds tax exempt status in accordance
with Section 501(c)(3) of the Internal Revenue Code.  The
Cheboygan Memorial Hospital is a 25-bed critical access hospital
located in Cheboygan, Cheboygan County, a community on the Lake
Huron coast.  The Debtor has 395 employees.


COMMUNITY MEMORIAL: Hires Philip W. Nantz as Labor Counsel
----------------------------------------------------------
Community Memorial Hospital asks the U.S. Bankruptcy Court for
permission to employ Philip W. Nantz as special counsel to provide
various counseling and planning services associated with labor
relations and employment issues as may arise in connection with
this case from time to time.

Mr. Nantz will charge the Debtor $175 per hour, plus reimbursement
of out of pocket expenses of actual and necessary out-of-pocket
expenses incurred.

The Debtor attests that the firm is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code.

                About Community Memorial Hospital

Community Memorial Hospital, operator of the Cheboygan Memorial
Hospital, filed for Chapter 11 bankruptcy (Bankr. E.D. Mich. Case
No. 12-20666) on March 1, 2012.  Judge Daniel S. Opperman oversees
the case.  Paul W. Linehan, Esq., at McDonald Hopkins LLC,
represents the Debtor as counsel.  The Debtor's financial advisor
is Conway Mackenzie Inc.  The Debtor estimated assets and debts of
$10 million to $50 million.

Opened in 1942, the Debtor is an independent, not-for-profit
entity, organized exclusively for charitable, scientific and
educational purposes, and holds tax exempt status in accordance
with Section 501(c)(3) of the Internal Revenue Code.  The
Cheboygan Memorial Hospital is a 25-bed critical access hospital
located in Cheboygan, Cheboygan County, a community on the Lake
Huron coast.  The Debtor has 395 employees.


COMMUNITY MEMORIAL: Creditors Panel Retains Varnum LLP as Counsel
-----------------------------------------------------------------
Community Memorial Hospital's Official Committee of Unsecured
Creditors asks permission from the U.S. Court to retain Varnum LLP
as counsel.

Michael S. McElwee, Esq., lawyer at Varnum LLP, attests that the
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code.

Community Memorial Hospital, operator of the Cheboygan Memorial
Hospital, filed for Chapter 11 bankruptcy (Bankr. E.D. Mich. Case
No. 12-20666) on March 1, 2012.  Judge Daniel S. Opperman oversees
the case.  Paul W. Linehan, Esq., at McDonald Hopkins LLC,
represents the Debtor as counsel.  The Debtor's financial advisor
is Conway Mackenzie Inc.  The Debtor estimated assets and debts of
$10 million to $50 million.

Opened in 1942, the Debtor is an independent, not-for-profit
entity, organized exclusively for charitable, scientific and
educational purposes, and holds tax exempt status in accordance
with Section 501(c)(3) of the Internal Revenue Code.  The
Cheboygan Memorial Hospital is a 25-bed critical access hospital
located in Cheboygan, Cheboygan County, a community on the Lake
Huron coast.  The Debtor has 395 employees.


COMPREHENSIVE CARE: Incurs $14.1 Million Net Loss in 2011
---------------------------------------------------------
Comprehensive Care Corporation filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $14.08 million on $71.21 million of revenue in 2011,
compared with a net loss of $10.47 million on $35.21 million of
revenue in 2010.

The Company's balance sheet at Dec. 31, 2011, showed
$15.31 million in total assets, $31.79 million in total
liabilities, and a $16.48 million total stockholders' deficiency.

Mayer Hoffman McCann P.C., in Clearwater, Florida, 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.

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

                        http://is.gd/GzCNqr

                      About Comprehensive Care

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


COMSTOCK MINING: Incurs $11.6 Million Net Loss in 2011
------------------------------------------------------
Comstock Mining Inc. filed with the U.S. Securities and Exchange
Commission its Annual Report on Form 10-K disclosing a net loss of
$11.61 million on $473,386 of hotel revenue in 2011, compared with
a net loss of $60.32 million on $0 of hotel revenue in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $26.97
million in total assets, $10.37 million in total liabilities and
$16.59 million in total stockholders' equity.

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

                       http://is.gd/sJGtoW

                      About Comstock Mining

Virginia City, Nev.-based Comstock Mining Inc. is a Nevada-based,
gold and silver mining company with extensive, contiguous property
in the historic Comstock district.  The Company began acquiring
properties in the Comstock in 2003.  Since then, the Company has
consolidated a substantial portion of the Comstock district,
secured permits, built an infrastructure and brought the
exploration project into test mining production.  The Company
continues acquiring additional properties in the Comstock
district, expanding its footprint and creating opportunities for
exploration and mining.  The goal of the Company's strategic plan
is to deliver stockholder value by validating qualified resources
(measured and indicated) and reserves (probable and proven) of
3,250,000 gold equivalent ounces by 2013, and commencing
commercial mining and processing operations by 2011, with annual
production rates of 20,000 gold equivalent ounces.


CONDOR DEVELOPMENT: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------------
Debtor: Condor Development LLC
          aka Ciara Inn
              Condor Management Group
        19333 International Boulevard
        SeaTac, WA 98188

Bankruptcy Case No.: 12-13287

Chapter 11 Petition Date: March 30, 2012

Court: U.S. Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Marc Barreca

About the Debtor: The Debtor operates the Comfort Inn
                  Suites, a hotel located at Seatac, Washington.
                  All general operations, staffing, payroll,
                  bills, utilities, etc., are paid through a
                  sister company, Seattle Group Limited.

Debtor's Counsel: Larry B. Feinstein, Esq.
                  VORTMAN & FEINSTEIN
                  500 Union Street, Suite 500
                  Seattle, WA 98101
                  Tel: (206) 223-9595
                  E-mail: feinstein2010@gmail.com

Scheduled Assets: $16,383,501

Scheduled Liabilities: $9,109,726

The petition was signed by Joseph Ciaramella, managing member.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Seattle Group Ltd.                    12-13263      March 30, 2012
  Assets: $16,279,560
  Liabilities: $9,214,294

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

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Hospitality Leasing Co             --                      $43,924
921 Walnut Street, Suite 220
Boulder, CO 80302

Seattle Group's list of three largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/wawb12-13263.pdf


CONVERTED ORGANICS: Has 3.3 Million Outstanding Common Shares
-------------------------------------------------------------
On Jan. 12, 2012, Converted Organics Inc. issued a senior secured
convertible note, in exchange for the senior secured convertible
note issued on Nov. 2, 2011, in the aggregate original principal
amount of $3,474,797, which had $2,456,595 of principal
outstanding on Jan. 12, 2012, immediately prior to the exchange,
for a senior secured convertible note in the aggregate original
principal amount of $2,456,595, as well as additional
consideration.

As of March 19, 2012, the principal amount of the Note has
declined to $1,853,365.  From March 12, 2012, until March 19,
2012, a total of $95,625 in principal had been converted into
1,400,000 shares of common stock.  Since the issuance of the
Original Note, a total of $1,996,635 in principal had been
converted into 3,280,026 shares of common stock.  The Note holders
are accredited investors and the shares of common stock were
issued in reliance on Section 4(2) under the Securities Act of
1933, as amended.

As of March 12, 2012, the Company had 3,308,490 shares of common
stock outstanding.

                      About Converted Organics

Boston, Mass.-based Converted Organics Inc. utilizes innovative
clean technologies to establish and operate environmentally
friendly businesses.  Converted Organics currently operates in
three business areas, namely organic fertilizer, industrial
wastewater treatment and vertical farming.

The Company reported a net loss of $8.9 million on $2.8 million of
revenues for the nine months ended Sept. 30, 2011, compared with a
net loss of $31.6 million on $2.8 million of revenues for the same
period last year.

The Company's balance sheet at Sept. 30, 2011, showed
$17.2 million in total assets, $11.9 million in total liabilities,
and stockholders' equity of $5.3 million.

As reported in the TCR on April 7, 2011, CCR LLP, in Glastonbury,
Connecticut, expressed substantial doubt about Converted Organics'
ability to continue as a going concern, following the Company's
results for the fiscal year ended Dec. 31, 2010.  The independent
auditors noted that the Company has an accumulated deficit at
Dec. 31, 2010, and has suffered significant net losses and
negative cash flows from operations.


COPEINCA ASA: Weak Balance Sheet Cues Fitch to Downgrade Ratings
----------------------------------------------------------------
Fitch Ratings has downgraded the ratings of Copeinca ASA and its
fully owned subsidiary Corporacion Pesquera Inca SAC as follows:

Copeinca ASA

  -- Foreign Currency Issuer Default Rating (IDR) to 'B+' from
     'BB-'.

Corporacion Pesquera Inca SAC (COPEINCA)

  -- Foreign Currency IDR to 'B+' from 'BB-';
  -- USD175 million senior unsecured notes to 'B+/RR4' from 'BB-'

The Rating Outlook is Stable.

The downgrades reflect Fitch's revised expectations for the
company's balance sheet management and dividend distribution
strategies, which are seen as negative to Copeinca's credit
quality considering the volatility inherent to the fishing
business.  Despite the strong operating results in the past two
years, the company has not strengthened its balance sheet to the
extent anticipated by Fitch.  Instead it distributed USD50 million
in dividends in 2010, and it is expected to resume dividend
payments in 2012.  The ratings consider Fitch's view that the
company's financial strategy will maintain a shareholder's focus
with material levels of dividend payments relative to the
company's EBITDA and cash flow from operation (CFFO), limiting the
company's free cash flow (FCF) generation and the strengthening of
its balance sheet.

Copeinca's ratings reflect the company's solid market position as
the second largest producer in the Peruvian fishmeal industry with
a granted fishing quota of 10.7% in Peru's north zone.  However,
inherent exposure to climatic events such as El Nino or 'La Nina'
could result in significant volatility in operating performance
from year to year and could negatively impact the company's credit
profile.  The ratings also reflect Copeinca's adequate liquidity
and moderate leverage metrics in the current favorable operating
environment, volatile free cash flow generation, stable business
and regulatory environment due to the implementation of Individual
Transferable Quota (ITQ) System in Peru, and limited product and
customer diversification.

The 'B+/RR4' rating of the company's unsecured public debt reflect
average recovery prospects given default.  Fitch uses soft caps on
its recoveries in certain markets to reflect concern about
creditor rights or weak enforcement of existing laws.  Although
Copeinca's recovery analysis results in higher recovery prospects
given default, in Peru the soft cap for Recovery Ratings is 'RR4',
and Peruvian companies with recovery prospects higher than 50% are
constrained by this cap.

Peruvian Fishing Sector, 2012 Catch Limit Stable:

Peru's total allowable anchovy catch limit, regulated by the
Peruvian government in Peru's north zone, increase from 3.3
million of metric tones (MT) in 2010 to 6.2 million MT in 2011.
The ratings factor in the view that Peru's 2012 total anchovy
catch in Peru's north zone should remain stable at levels around
5.5 million MT.

2012 Revenues Projected around USD280 million:

Following the recovery in the sector volume during 2011, the
company reached during 2011 a significant increase in its fishmeal
(FM) and fish oil (FO) production levels of 196,733 MT and 46,000
MT, respectively.  These levels represented increases of 109% and
80% over 2010 levels.  The company's total revenue for 2011 was
USD255 million, an increase of 9.2% over 2010, while company's
EBITDA and EBITDA margin were USD100 million and 39%,
respectively, and better than 2010 EBITDA and EBITDA margin of
USD76 million and 33%.  The improvement in the company's EBITDA
margin during 2011 reflects the benefits of the company's fleet
and plant optimization and the completion of its USD80 million
capex program during 2010-2011 period.  The company's total
production of fishmeal and fish oil is expected to be around
210,000 MT while total 2012 revenues are expected to be around
USD280 million.

FCF Generation Expected Neutral to Slightly Positive in 2012:

The company's FCF generation was negative during 2010 and 2011,
resulting in FCF margins of -22% and -9%, respectively. Fitch's
FCF calculation considers CFFO less capital expenditures (Capex)
and paid dividends.  During 2010, the company FCF was negative
USD51 million resulting from USD57.6 million, USD58.6 million, and
USD50 million in CFFO, capex, and paid dividends, respectively.
During 2011, the company FCF was negative USD23.8 million
resulting from USD10.2 million and USD34 million in CFFO and
capex, respectively.  For 2012, the company's FCF is expected to
be neutral to positive in 2012 reflecting significant improvement
in CFFO, considering Copeinca's important position in inventories
at the beginning of 2012, capex levels in the USD15 million to
USD20 million range, and dividends to be paid during the period.

Adequate Liquidity, Leverage Stable:

By the end of December 2011, Copeinca held a cash position and
short-term debt of USD61 million and USD48 million, respectively,
with an important position in inventories and account receivable
of USD64 million and USD24 million, respectively.  The company
also maintains adequate levels of unencumbered assets -- primarily
fishing licenses -- that could provide financial flexibility to
access liquidity, if required, as collateral to secure financing.
Fitch notes, however, that selling fishing licenses will result in
a permanent reduction of the company's business and therefore
considers it a very unlikely source of liquidity.

As of December 2011, the company's total debt/EBITDA ratio, was
2.7 times (x), and it has remained relatively stable when compared
to the levels of 2.9x and 2.4x reached by the end of 2010 and
2009, respectively. The company is expected to manage its total
debt/EBITDA ratio in the 2.5x to 3.0x range during 2012.

By the end of 2011, the company's total debt was USD266 million,
increasing from the levels reached by the end of 2010 and 2009 of
USD218 million and USD144 million, respectively.  The company's
debt is composed mostly of the USD175 million unsecured bonds due
2017 and lease-back contracts of approximately USD43 million.
Copeinca's ratings also positively factor its manageable debt
payment schedule.  By the end of December 2011, excluding short-
term debt financing work capital, the company faces debt payments
of approximately USD16.9, USD16.9 and USD11.3 million during 2012,
2013, and 1014, respectively.

Rating Drivers:

Factors that could result in a negative rating action include
deterioration in the company's credit metrics resulting from some
combination of the following elements: adverse climatic
conditions, and declining fishmeal and fish oil prices resulting
in increasing financial leverage and a weak cash position.
Factors that could trigger a positive rating action include
significant reduction in leverage levels on a sustained basis,
consistent positive free cash flow generation, and product
diversification.


CORD BLOOD: Delays Filing of Form 10-K for 2011
-----------------------------------------------
Cord Blood America, 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, 2011.  The
compilation, dissemination and review of the information required
to be presented in the Form 10-K for the relevant period has
imposed time constraints that have rendered timely filing of the
Form 10-K impracticable without undue hardship and expense to the
Company.  The Company undertakes the responsibility to file such
report no later than fifteen days after its original prescribed
due date.

                     About Cord Blood America

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

As reported by the TCR on April 5, 2011, Rose, Snyder & Jacobs, in
Encino, Calif., expressed substantial doubt about the Company's
ability to continue as a going concern. The independent auditors
noted that the Company has sustained recurring operating losses,
continues to consume cash in operating activities, and has
insufficient working capital and an accumulated deficit at
Dec. 31, 2010.

The Company reported a net loss attributable to Cord Blood America
of $8.09 million on $4.13 million of revenue for the year ended
Dec. 31, 2010, compared with a net loss attributable to Cord Blood
of $9.77 million on $3.24 million of revenue during the prior
year.

The Company reported a net loss of $3.82 million on $4.38 million
of revenue for the nine months ended Sept. 30, 2011, compared with
a net loss of $6.03 million on $2.74 million of revenue for the
same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $7.58
million in total assets, $7.03 million in total liabilities and
$552,625 in total stockholders' equity.


CREATIVE VISTAS: Reports $11.6 Million Net Income in 2011
---------------------------------------------------------
Creative Vistas, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing net income of
$11.61 million on $7.23 million of contract and service revenue in
2011, compared with a net loss of $681,807 on $7.15 million of
contract and service revenue in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $3.19 million
in total assets, $4.61 million in total liabilities, and a
$1.42 million total stockholders' deficiency.

Kingery & Crouse, P.A., in Tampa, Florida, 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 continuing operations and has working
capital and stockholder deficiencies.

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

                        http://is.gd/xjUXAA

                       About Creative Vistas

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.


CROWN RANCH: Court Rules in Suit Over Texas DTPA Violations
-----------------------------------------------------------
In the lawsuit, Mitchael B. Page and Brenda Page, v. Crown Ranch
Development, Ltd. Estex, Inc.; Harold Estes; Eric L. Estes; John
Conine; Michael Weingrad; Landstar Realty Advisors, Inc.;
Woodcreek Development Co.; and J. Troy Maxwell, Adv. Proc. No. 11-
9001 (Bankr. E.D. Tex.), Bankruptcy Judge Bill Parker granted, in
part, and denied, in part, a Motion for Summary Judgment filed by
Crown Ranch Development, Ltd.  The complaint alleges a myriad of
Texas Deceptive Trade Practices violations, fraud, and various
other claims in connection with a real estate transaction.  Judge
Parker said summary judgment is rendered in favor of Crown Ranch
on any alleged breach of an express warranty.  Summary judgment is
also rendered in favor of Crown Ranch on any alleged common law
fraud, fraudulent misrepresentation, fraud by non-disclosure,
fraud in a real estate transaction, breach of contract, negligent
misrepresentation, and false representation under the Texas DTPA
arising from any allegedly false statements regarding the
existence of additional property restrictions at the time of the
sales transaction (category 3).  Summary judgment is also rendered
in favor of Crown Ranch on any alleged common law fraud,
fraudulent misrepresentation, fraud by non-disclosure, fraud in a
real estate transaction, breach of contract, negligent
misrepresentation, and false representation under the DTPA arising
from any allegedly false statements regarding the existence of any
litigation affecting the property at the time of the sales
transaction (category 4).  In all other respects, the Motion for
Summary Judgment filed by Crown Ranch is denied.

A copy of Judge Parker's March 29, 2012 Memorandum of Decision is
available at http://is.gd/PKi1CPfrom Leagle.com.

Based in Houston, Texas, Crown Ranch Development Ltd., dba Crown
Ranch, filed for Chapter 11 bankruptcy protection (Bankr. E.D.
Tex. Case No. 11-90052) on Feb. 21, 2011.  Michael Durrschmidt,
Esq., at Hirsch & Westhelmer, P.C., represents the Debtor.  The
Debtor disclosed assets of $471,610, and debts of $21,532,517.
Crown Ranch confirmed a Chapter 11 plan of reorganization by order
entered on Jan. 13, 2012.


DANIELS ASSETS: Case Summary & Largest Unsecured Creditor
---------------------------------------------------------
Debtor: Daniels Assets, Ltd.
        dba Diamond D Whitetail Ranch
        508 Moraine Way
        Heath, TX 75032

Bankruptcy Case No.: 12-60059

Chapter 11 Petition Date: March 30, 2012

Court: United States Bankruptcy Court
       Northern District of Texas (San Angelo)

Judge: Robert L. Jones

Debtor's Counsel: Arthur I. Ungerman, Esq.
                  One Glen Lakes Tower
                  8140 Walnut Hill Ln., No. 301
                  Dallas, TX 75231
                  Tel: (972) 239-9055
                  Fax: (972) 239-9886
                  E-mail: arthur@arthurungerman.com

Scheduled Assets: $5,553,975

Scheduled Liabilities: $9,727,083

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

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
J. Clarke Wilcox, Trustee Deed of Trust          $5,234,497
140 E. Irving Blvd.
Irving, TX 75060

The petition was signed by Jerry Daniels, president.


DEAN FOODS: Moody's Says Class Action Dismissal Credit Positive
---------------------------------------------------------------
Moody's Investors Service commented that the announcement on the
last week of March 2012 of the dismissal of the Tennessee Retailer
action against Dean Foods Company is a positive credit development
for the company, although the Ba3 rating and negative outlook
remain unchanged. Earlier last week, the United States District
Court for the Eastern District of Tennessee entered a judgment,
which remains subject to appeal, ordering that the retailer class
action suit, originally filed in 2007 against Dean Foods, be
dismissed. The dismissal of the action and the recover from the
plaintiffs of the company's costs helps to reduce uncertainty
around potential liabilities faced by Dean.

The announcement last week also highlighted that the Company has
received preliminary court approval for the settlement of the
Tennessee Dairy Farmer action which was before the same court. As
Moody's commented last year when this settlement was first
announced, the $140 million settlement, while large, reduced
uncertainty and potential for greater costs going forward. Dean
has already made the initial $60 million payment into escrow for
this settlement and would face $20 million payments on each of the
following four anniversaries of final approval of the settlement.
Moody's is satisfied that Dean has sufficient liquidity to cover
the payments and they will not affect covenant compliance as the
amounts are allowed as an add back under the credit agreement.

Moody's analyzes Dean Foods in the context of the Global Consumer
Products Industry Rating Methodology (published July 2009).

Dean Foods is the largest processor and distributor of milk and
various other dairy products in the United States and the largest
producer of soy milk in Europe. The company also markets and sells
a variety of branded dairy and dairy-related products including,
Silk(R) soymilk and almondmilk, Horizon Organic(R) dairy products,
International Delight(R) coffee creamers, LAND(R) creamers and
fluid dairy products, and cultured dairy products. Headquartered
in Dallas, Texas, Dean Foods had sales of approximately $13
billion for the full year ended December 31, 2011.


DEB SHOPS: Court Converts Chapter 11 Case to Chapter 7
------------------------------------------------------
At the behest of DSI Holdings Inc. and its affiliates, the
Bankruptcy Court converted the Debtors' Chapter 11 case to a
liquidation under Chapter 7 of the Bankruptcy Code, effective
March 30.  The Court also directed the appointment of a chapter 7
trustee.

In September, the Court entered an order approving the sale of
substantially all of the Debtors' assets to Ableco Finance LLC.
The Debtors consummated the sale of all their assets to their
first lien lenders pursuant to a credit bid.  The only cash
proceeds received by the estates were used to pay the Debtors'
post-petition lenders and fund wind down costs up to $286,000.
Included in that amount is $50,000 in cash, which has been set
aside to fund the Debtors' wind-down and dissolution after
converting the Chapter 11 cases under chapter 7.

Since the sale, the Debtors have attended to various post-closing
matters.  The Debtors have worked with their retained
professionals to wind down all remaining services so as to be
sufficiently prepared for the case conversion.

                        About Deb Shops

Deb Shops Inc., was a closely held women's-clothing retailer based
in Philadelphia.  Deb Shops sold junior and large-size clothing
for girls and women ages 13 to 25 through more than 320 U.S.
stores and through debshops.com.  It was bought out by the New
York investment firm Lee Equity Partners in October 2007.

DSI Holdings Inc. and 54 affiliates, including Deb Shops, sought
bankruptcy protection (Bankr. D. Del. Lead Case No. 11-11941), on
June 26, 2011, to sell all assets under 11 U.S.C. Sec. 363.  As of
April 30, 2011, the Debtors' unaudited financial statements
reflected assets totaling $124.4 million and liabilities totaling
$270.1 million.

Lawyers at Weil Gotshal & Manges LLP and Richards, Layton & Finger
P.A. served as bankruptcy counsel.  Rothschild Inc. served as the
Debtors' investment banker and financial advisors.  Kurtzman
Carson Consultants, LLC, served as claims agent.  Sitrick &
Company served as public relations consultants.

Ableco, the DIP Agent was represented by Michael L. Tuchin, Esq.,
and David A. Fidler, Esq., at Klee Tuchin Bogdanoff & Stern LLP.
Conway Del Genio served as financial advisors to the First Lien
Lenders.  Schulte Roth served as corporate and tax advisors to the
First Lien Lenders.  Another lender, Lee DSI Holdings, was
represented by Jennifer Rodburg, Esq., at Fried Frank Harris
Shriver & Jacobson LLP.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed five
unsecured creditors to serve on the Official Committee of
Unsecured Creditors.  Otterbourg Steindler Houston & Rosen served
as lead counsel to the Committee.


DECOR PRODUCTS: Delays Form 10-K for 2011
-----------------------------------------
Decor Products International, Inc., could not complete the filing
of its annual report on Form 10-K for the year ended Dec. 31,
2011, due to a delay in obtaining and compiling information
required to be included in its Form 10-K, which delay could not be
eliminated by Company without unreasonable effort and expense.  In
accordance with Rule 12b-25 of the Securities Exchange Act of
1934, the Company will file its Form 10-K no later than the
fifteenth calendar day following the prescribed due date.

                       About Decor Products

Decor Products International, Inc., through its subsidiaries,
mainly engages in the manufacture and sale of furniture decorative
paper and related products in the People's Republic of China.  The
Company is headquartered in Chang'an Town, Dongguan, Guangdong
Province, between Shenzhen and Guangzhou in southern China.

The Company's balance sheet at Sept. 30, 2011, showed US$42.97
million in total assets, US$10.28 million in total liabilities and
US$32.69 million in total stockholders' equity.

HKCMCPA Company Limited, in Hong Kong, expressed substantial doubt
about Decor Products International's ability to continue as a
going concern, following the Company's 2010 results.  The
independent auditors noted that as of Dec. 31, 2010, the Company
defaulted on the repayment of convertible notes and promissory
notes with an aggregate amount of $2.2 million ($2.0 million as of
March 31, 2011).


DPL INC: Moody's Issues Summary Credit Opinion
----------------------------------------------
Moody's Investors Service issued a summary credit opinion on DPL
Inc. and includes certain regulatory disclosures regarding its
ratings.  The release does not constitute any change in Moody's
ratings or rating rationale for DPL Inc. and its affiliates.

Moody's current ratings on DPL Inc. and its affiliates are:

Senior Unsecured domestic currency ratings of Ba1

Senior Unsecured Bank Credit Facility domestic currency ratings
of Ba1

Dayton Power & Light Company

First Mortgage Bonds domestic currency ratings of A3

Senior Unsecured Bank Credit Facility domestic currency ratings
of Baa2

LT Issuer Rating ratings of Baa2

Pref. Stock ratings of Ba1

RATINGS RATIONALE

DPL's Ba1 senior unsecured rating is driven by high parent
leverage, future credit metrics that are largely in line with the
rating and DPL's position as the parent of a low-cost utility with
strong credit metrics and a reasonably supportive regulatory
framework. Based on factors in Moody's August 2009 Rating
Methodology for Regulated Electric and Gas Utilities (the
Methodology), Moody's views the consolidated entity as marginally
investment grade; however, the consolidated leverage, theparent's
structural subordination, and rising future dependence on
unregulated cash flow constrains rating.

Rating Outlook

DPL's stable outlook reflects the supportive regulatory framework
in place for DP&L and assumes a reasonable outcome in the 2012 ESP
filing. The stable outlook also factors in moderately increasing
unregulated cash flow and reasonable transition to market rates in
Ohio.

What Could Change the Rating - Up

In light of recent downgrade of DPL's ratings, limited prospects
exists for DPL to be upgraded. Longer-term, the rating for DPL
could be upgraded should DPL significantly reduce the level of
parent company debt or consolidated coverage metrics improve to
investment grade levels including cash flow to debt sustained
above 14% with the contribution from its operation remaining
moderate.

What Could Change the Rating - Down

DPL's rating could be downgraded if DPL is unable to support its
significant debt service requirements with ample debt service
cushion for bondholders. Specifically, the rating for DPL and
could be downgraded if DPL's credit metrics weaken such that cash
flow to debt falls below 10% or if it increases its exposure to
unregulated operations. In addition, if DP&L experiences material,
unrecoverable cost increases or capital expenditures, the rating
at both DPL and DP&L could be downgraded.

The principal methodology used in these ratings was Regulated
Electric and Gas Utilities published in August 2009.


DYNEGY HOLDINGS: Lease Decision Deadline Moved to June 4
--------------------------------------------------------
The U.S. Bankruptcy Court in Manhattan extended the deadline for
Dynegy Holdings LLC to assume or reject its unexpired leases of
nonresidential real property to June 4, 2012.

In the Debtors' request for an extension, Sophia P. Mullen, Esq.,
at Sidley Austin LLP, in New York, said the Debtors' cases are
complex, and the Debtors have exhibited exemplary diligence in
managing these proceedings.  She said that since the Petition
Date, the Debtors have focused on operating their businesses,
formulating a plan of reorganization and responding to various
document requests and pleadings, including those related to the
appointment of an examiner.

Ms. Mullen noted that the Debtors have filed Schedules of Assets
and Liabilities, Statements of Financial Affairs, a proposed
Chapter 11 Plan with key exhibits and a related Disclosure
Statement.

For these reasons the Debtors have not yet been able to reach a
determination whether to assume or reject each of the Real
Property Leases, Ms. Mullen said.  An extension of the Leases
Disposition Period is consistent with the rehabilitative goals of
the Bankruptcy Code and will not unduly prejudice any of the
counterparties to the Real Property Leases.

                       About Dynegy Inc.

Through its subsidiaries, Houston, Texas-based Dynegy Inc.
(NYSE: DYN) -- http://www.dynegy.com/-- produces and sells
electric energy, capacity and ancillary services in key U.S.
markets.  The power generation portfolio consists of approximately
12,200 megawatts of baseload, intermediate and peaking power
plants fueled by a mix of natural gas, coal and fuel oil.

In August, Dynegy implemented an internal restructuring that
created two units, one owning eight primarily natural gas-fired
power generation facilities and another owning six coal-fired
plants.

Dynegy missed a $43.8 million interest payment Nov. 1, 2011, and
said it was discussing options for managing its debt load with
certain bondholders.

Dynegy Holdings LLC and four other affiliates of Dynegy Inc.
sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case
No. 11-38111) Nov. 7 to implement an agreement with a
group of investors holding more than $1.4 billion of senior notes
issued by Dynegy's direct wholly-owned subsidiary, Dynegy
Holdings, regarding a framework for the consensual restructuring
of more than $4.0 billion of obligations owed by DH.  If this
restructuring support agreement is successfully implemented, it
will significantly reduce the amount of debt on the Company's
consolidated balance sheet.

Dynegy Holdings disclosed assets of $13.77 billion and debt of
$6.18 billion, while Roseton LLC and Dynegy Danskammer LLC each
estimated $100 million to $500 million in assets and debt.

Dynegy Holdings and its affiliated debtor-entities are represented
in the Chapter 11 proceedings by Sidley Austin LLP as their
reorganization counsel.  Dynegy and its other subsidiaries are
represented by White & Case LLP, who is also special counsel to
the Debtor Entities with respect to the Roseton and Danskammer
lease rejection issues.

Dynegy was advised by Lazard Freres & Co. LLC and the Debtor
Entities' financial advisor is FTI Consulting.

The Official Committee of Unsecured Creditors has tapped Akin Gump
Strauss Hauer & Feld LLP as counsel nunc pro tunc to November 16,
2011.

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


DYNEGY HOLDINGS: Wins OK to Reject 2 Patriot Coal Supply Pacts
--------------------------------------------------------------
The U.S. Bankruptcy Court in Manhattan issued a court order
authorizing Dynegy Danskammer LLC to end its coal supply contracts
with Patriot Coal Sales LLC.

Dynegy decided to end the supply contracts after talks with
Patriot Coal for the revision of those contracts failed.  The
contracts, Dynegy said, no longer cater to the needs of the
company.

The contracts require Dynegy to purchase a fixed amount of coal.
Since entering into the contracts, the price of coal has
significantly dropped resulting in the company being "out-of-the
money" with respect to those contracts.

                       About Dynegy Inc.

Through its subsidiaries, Houston, Texas-based Dynegy Inc.
(NYSE: DYN) -- http://www.dynegy.com/-- produces and sells
electric energy, capacity and ancillary services in key U.S.
markets.  The power generation portfolio consists of approximately
12,200 megawatts of baseload, intermediate and peaking power
plants fueled by a mix of natural gas, coal and fuel oil.

In August, Dynegy implemented an internal restructuring that
created two units, one owning eight primarily natural gas-fired
power generation facilities and another owning six coal-fired
plants.

Dynegy missed a $43.8 million interest payment Nov. 1, 2011, and
said it was discussing options for managing its debt load with
certain bondholders.

Dynegy Holdings LLC and four other affiliates of Dynegy Inc.
sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case
No. 11-38111) Nov. 7 to implement an agreement with a
group of investors holding more than $1.4 billion of senior notes
issued by Dynegy's direct wholly-owned subsidiary, Dynegy
Holdings, regarding a framework for the consensual restructuring
of more than $4.0 billion of obligations owed by DH.  If this
restructuring support agreement is successfully implemented, it
will significantly reduce the amount of debt on the Company's
consolidated balance sheet.

Dynegy Holdings disclosed assets of $13.77 billion and debt of
$6.18 billion, while Roseton LLC and Dynegy Danskammer LLC each
estimated $100 million to $500 million in assets and debt.

Dynegy Holdings and its affiliated debtor-entities are represented
in the Chapter 11 proceedings by Sidley Austin LLP as their
reorganization counsel.  Dynegy and its other subsidiaries are
represented by White & Case LLP, who is also special counsel to
the Debtor Entities with respect to the Roseton and Danskammer
lease rejection issues.

Dynegy was advised by Lazard Freres & Co. LLC and the Debtor
Entities' financial advisor is FTI Consulting.

The Official Committee of Unsecured Creditors has tapped Akin Gump
Strauss Hauer & Feld LLP as counsel nunc pro tunc to November 16,
2011.

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


DYNEGY HOLDINGS: Panel Wins Approval to Hire ICF as Advisor
-----------------------------------------------------------
The Official Committee of Unsecured Creditors in Dynegy Holdings
LLC's cases received a go-signal to hire ICF Resources LLC as its
energy markets adviser.

Effective as of Feb. 9, 2012, ICF International will provide
assessments of power market, power plant, and valuation issues
relating to Dynegy Inc. and the Debtors' generation portfolio,
review proposed business plans and associated view of the markets
and assets, review the Debtors' proposed plan of reorganization
and various other related matters, provide advisory services in
connection with the litigation involving the Debtors and U.S.
Bank, as well as other services that may be reasonably requested
by the Committee or by the Committee's counsel.

The Services ICF International will provide to the Committee are
necessary to enable the Committee to acquit its fiduciary duties
to the Debtors' unsecured creditor constituency and to seek to
maximize the value of recoveries to unsecured creditors, the
Committee tells the Court.  The Committee asserts that the
Services will not duplicate the services provided by the other
professionals that the Committee has retained or will seek to
retain in these Chapter 11 cases.

ICF International will be paid on an hourly basis in accordance
with its ordinary and customary hourly rates in effect on the
date the services are rendered, subject to Section 330 of the
Bankruptcy Code.  The current hourly rates charged by ICF
International professionals are:

    Managing Director                     $590
    Director                              $500
    Principal                             $460
    Senior Manager                        $395
    Manager                               $355
    Senior Consultant                     $295
    Consultant                            $270
    Analyst                               $250
    Researcher                            $195
    Administrator                         $165
    Assistant                             $145

ICF will be reimbursed for necessary out-of-pocket expenses.

The Debtors will be obligated to indemnify and hold ICF
International and certain related persons and entities harmless
and to provide contribution against liabilities arising out of or
in connection with the retention of ICF International by the
Committee except for any liability for losses, claims, damages or
liabilities incurred in connection with ICF International's
engagement that are finally judicially determined by a court of
competent jurisdiction to have primarily resulted from the
willful misconduct, bad faith or gross negligence of ICF
International.

Judah L. Rose, a managing director of ICF Resources, assures the
Court that his firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.

                       About Dynegy Inc.

Through its subsidiaries, Houston, Texas-based Dynegy Inc.
(NYSE: DYN) -- http://www.dynegy.com/-- produces and sells
electric energy, capacity and ancillary services in key U.S.
markets.  The power generation portfolio consists of approximately
12,200 megawatts of baseload, intermediate and peaking power
plants fueled by a mix of natural gas, coal and fuel oil.

In August, Dynegy implemented an internal restructuring that
created two units, one owning eight primarily natural gas-fired
power generation facilities and another owning six coal-fired
plants.

Dynegy missed a $43.8 million interest payment Nov. 1, 2011, and
said it was discussing options for managing its debt load with
certain bondholders.

Dynegy Holdings LLC and four other affiliates of Dynegy Inc.
sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case
No. 11-38111) Nov. 7 to implement an agreement with a
group of investors holding more than $1.4 billion of senior notes
issued by Dynegy's direct wholly-owned subsidiary, Dynegy
Holdings, regarding a framework for the consensual restructuring
of more than $4.0 billion of obligations owed by DH.  If this
restructuring support agreement is successfully implemented, it
will significantly reduce the amount of debt on the Company's
consolidated balance sheet.

Dynegy Holdings disclosed assets of $13.77 billion and debt of
$6.18 billion, while Roseton LLC and Dynegy Danskammer LLC each
estimated $100 million to $500 million in assets and debt.

Dynegy Holdings and its affiliated debtor-entities are represented
in the Chapter 11 proceedings by Sidley Austin LLP as their
reorganization counsel.  Dynegy and its other subsidiaries are
represented by White & Case LLP, who is also special counsel to
the Debtor Entities with respect to the Roseton and Danskammer
lease rejection issues.

Dynegy was advised by Lazard Freres & Co. LLC and the Debtor
Entities' financial advisor is FTI Consulting.

The Official Committee of Unsecured Creditors has tapped Akin Gump
Strauss Hauer & Feld LLP as counsel nunc pro tunc to November 16,
2011.

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


EASTMAN CHEMICAL: Moody's Issues Summary Credit Opinion
-------------------------------------------------------
Moody's Investors Service issued a summary credit opinion on
Eastman Chemical Company and includes certain regulatory
disclosures regarding its ratings. The release does not constitute
any change in Moody's ratings or rating rationale for Eastman
Chemical Company.

Moody's current ratings on Eastman Chemical Company are:

Long Term Issuer Rating of Baa2

Senior Unsecured (domestic currency) Rating of Baa2

Senior Unsecured Shelf (domestic currency) Rating of (P)Baa2

Pref. Shelf (domestic currency) Rating of (P)Ba1

Preferred shelf -- PS2 (domestic currency) Rating of (P)Ba1

Commercial Paper (domestic currency) Rating of P-2

RATINGS RATIONALE

Eastman's Baa2 and Prime-2 ratings are supported by the moderate
pro forma leverage at the time of the Solutia acquisition with Net
Debt/EBITDA of 3.5x (including Moody's adjustments), as well as
the expectation that the combined businesses can de-lever over the
following 18 months to levels that would solidly support an
investment grade rating. Moody's would expect that by the end of
2013, Eastman's credit metrics should improve to below 2.8x Net
Debt/EBITDA and above 23% Retained Cash Flow/Net Debt. The rating
is also supported by Eastman's size, diversity and profitability
subsequent to the merger, as well as its ability to generate
significant free cash flow.

The ratings are tempered by the size of the planned acquisition
and the lack of operational synergies, which increases integration
risk. The expected synergies are viewed as reasonable, with tax
synergies providing the vast majority of cash benefit over the
first two years. Strategic synergies are expected to be minimal
prior to 2015.

The principal methodology used in rating Eastman Chemical Company
was the Global Chemical Industry Methodology published in December
2009.


EDISON MISSION: Moody's Cuts Sr. Unsecured Debt Rating to 'Caa3'
----------------------------------------------------------------
Moody's Investors Service downgraded the long-term ratings of
Edison Mission Energy (EME) and its subsidiary, Midwest Generation
Company, LLC (MWG), including EME's senior unsecured notes to Caa3
from Caa1, and EME's Corporate Family Rating and Probability of
Default Rating to Caa2 from B3. Moody's also downgraded MWG's
senior secured pass-through certificates due 2016 to B2 from Ba3,
and maintained EME's speculative grade liquidity rating at SGL-4.
The rating outlook for EME and MWG is negative.

"The downgrade for EME and MWG considers the severe margin squeeze
and drop in cash flow expected in 2012 and 2013 caused by declines
in capacity and energy revenues as well as substantially higher
fuel costs," said A.J. Sabatelle, Senior Vice President at
Moody's. "With internal and external liquidity sources compromised
and the company facing a sizeable debt maturity in June 2013,
EME's default prospects have increased," added Sabatelle.

Ratings Rationale

EME's cash flow is expected to decline appreciably from recent
historical results during 2012 and 2013 due to narrowing operating
margins driven principally by low energy and capacity prices,
along with higher fuel costs. Moody's calculates that the year-
over-year reduction in capacity revenues and the increase in fuel
costs together will reduce operating margins and cash flow by
approximately $300 million during 2012 , which will contribute to
the company's expected generation of negative free cash flow.

The downgrade acknowledges the challenging market for certain
unregulated coal-fired generators as evidenced by the $1.009
billion after-tax impairment charge taken by EME across its coal
fleet at year-end 2011. Specifically, EME took a $623 million
after-tax write-down of prepaid rent and leasehold improvements at
the Homer City lease while MWG recorded a $386 million after-tax
impairment of 1,547 MW of coal-fired generation. MWG has announced
plans to shut down 858 MW of coal-fired generation, 326 MW by the
end of 2012 and 532 MW by the end of 2014. Moody's understands
that Homer City is engaged in discussions with the owner-lessors
under the lease regarding the funding of required environmental
expenditures for the Homer City plant that, if successful, will
likely result in EME's loss of substantially all economic interest
in and material control of the Homer City plant.

The downgrade considers the strain on EME's liquidity from the
expected delay in receiving tax-allocation payments from its
parent, Edison International (EIX: Baa2 senior unsecured) due to
bonus depreciation taken by the consolidated group. EME has
indicated that it does not expect to monetize tax losses and tax
credits through the tax-allocation agreement until at least the
end of 2013. At December 31, 2011, EME had recorded deferred tax
assets of $520 million related to loss carryforwards and unused
tax credits, which if monetized would greatly help EME's cash
flow. Moody's further understands that during 2012 EME expects to
make tax-allocation payments to EIX of about $185 million,
creating an additional near-term strain.

Compounding EME's liquidity problem is the February 2012
termination by the company of its $564 million revolver as well as
the cautionary disclosure in EME's and MWG's financial statements
that "there can be no assurance that MWG will be eligible to draw
on its credit facility prior to maturity" which brings into
question the availability of a $500 million MWG revolver scheduled
to expire in June 2012. EME's woes are further magnified by an
upcoming $500 million senior note maturity in June 2013.

In that vein, EME's speculative grade liquidity rating of SGL-4
reflects Moody's concern about EME's internal sources of liquidity
over the next four quarters given the generation of negative free
cash flow, the delay in receiving future tax-allocation payments
from its parent, and the lack of reliable external financing
arrangements at the company. Liquidity is being provided by
balance sheet cash which at December 31, 2011 was $1.3 billion on
a consolidated basis. Moody's observes that while many of the
company's assets are pledged to creditors which places limits on
the company's ability to raise additional liquidity from asset
sales, the company owns unencumbered natural gas assets and has
been successfully monetizing its wind assets during the last
several years to bolster liquidity.

Moody's downgrade at MWG is prompted by the close
interrelationship that exists between EME and MWG through the
Powerton and Joliet sale leaseback agreement and by MWG's dominant
position as the primary source of EME's earnings and cash flow.
Reliance on MWG for revenues and cash will increase assuming EME
loses its economic interest in and control of the Homer City
plant. EME has guaranteed MWG's obligations under these lease. If
EME fails to pay under its guarantee, including payments due under
the Powerton-Joliet leases in the event that MWG could not make
such payments, this would result in an event of default under the
Powerton-Joliet leases.

The rating action also acknowledges the relationship that EME has
with its parent, EIX, including the parent's clear position of not
providing any direct or indirect credit support for EME and its
subsidiaries. To that end, Moody's notes that the rating action
results in a very wide (10-notch) rating differential between the
senior unsecured ratings of EIX and EME, further substantiating
the degree of separateness that Moody's believes exists between
the parent and this subsidiary.

Moody's views EME as being a financially distressed company, given
its highly levered capital structure relative to its ability to
generate sustainable cash flow. The continuing negative rating
outlook factors in Moody's concern about liquidity challenges and
the increased prospects of some form of debt restructuring in
light of the 2013 debt maturity.

In light of these issues, including an increased probability of
default, ratings are unlikely to be upgraded over the intermediate
term horizon.

The ratings could be downgraded if EME's overall financial
flexibility, already limited, continues to weaken. Moody's sees
the current power price environment, EME's need to make
environmental capital investment across the fleet, and a
compromised liquidity profile as increasing the likelihood of some
form of debt restructuring occurring in advance of the June 2013
bond maturity.

Downgrades:

  Issuer: Edison Mission Energy

    Probability of Default Rating, Downgraded to Caa2 from B3

    Corporate Family Rating, Downgraded to Caa2 from B3

    Senior Unsecured Regular Bond/Debenture, Downgraded to Caa3/
    64%, LGD4 from Caa1 / 64%, LGD4

  Issuer: Midwest Generation, LLC

    Senior Secured Bank Credit Facility, Downgraded to B2/LGD2,
    18% from Ba3/ LGD1, 3%

    Senior Secured Pass-Through Certificates, Downgraded to B2/
    LGD2, 18% from Ba3 / LGD2, 13%

The methodologies used in these ratings were Unregulated Utilities
and Power Companies published in August 2009, and Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.

Headquartered in Santa Ana, California, EME is an unregulated
generation company and an indirect wholly owned subsidiary of EIX.
At December 31, 2011, EME had total assets of $8.3 billion.


ELEPHANT TALK: Incurs $25.3 Million Net Loss in 2011
----------------------------------------------------
Elephant Talk Communications Corp. filed with the U.S. Securities
and Exchange Commission its annual report on Form 10-K disclosing
a net loss of $25.31 million on $32.23 million of revenue in 2011,
a net loss of $92.48 million on $37.16 million of revenue in 2010,
and a net loss of $17.29 million on $43.65 million of revenue in
2009.

The Company's balance sheet at Dec. 31, 2011, showed
$44.81 million in total assets, $9.71 million in total
liabilities, and $35.09 million in total stockholders' equity.

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

                        http://is.gd/WNXt7J

                        About Elephant Talk

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

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

BDO USA did not include a "going concern" qualification in its
report on the Company's 2011 financial results.


ELPEDA L.L.C.: Case Summary & Largest Unsecured Creditor
--------------------------------------------------------
Debtor: Elpeda, L.L.C.
        P.O. Box 2324
        Branson, MO 65615

Bankruptcy Case No.: 12-60546

Chapter 11 Petition Date: March 30, 2012

Court: United States Bankruptcy Court
       Western District of Missouri (Springfield)

Judge: Arthur B. Federman

Debtor's Counsel: Eric A. Farris, Esq.
                  FARRIS & ASSOCIATES
                  P.O. Box 490
                  Branson, MO 65616
                  Tel: (417) 334-7278
                  Fax: (417) 334-7503
                  E-mail: eric@farrislawgroup.com

Scheduled Assets: $0

Scheduled Liabilities: $2,110,000

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

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Multibank 2009-1 CRE      Bank Loan              $2,110,000
Ventures, LLC
c/o Thomas J. O'Neal
901 St. Louis Street,
Suite 1200
Springfield, MO 65806

The petition was signed by Dimitrios Tsahiridis, managing member.


ENERGY COMPOSITES: Incurs $6.4 Million Net Loss in 2011
-------------------------------------------------------
Trailblazer Resources, Inc., formerly known as Energy Composites
Corporation, filed with the U.S. Securities and Exchange
Commission its Annual Report on Form 10-K disclosing a net loss of
$6.47 million on $0 of revenue in 2011, compared with a net loss
of $4.92 million on $0 of revenue in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $0 in assets,
$1.01 million in total liabilities and a $1.01 million total
stockholders' deficit.

Currently, the Company has no revenue generating activities.  The
Company previously derived revenue primarily from the sale of ECC-
C's manufactured products (tanks, piping, & ductwork),
installation of those tanks on occasion and service/repair.

Moquist Thorvilson Kaufmann & Pieper LLC, in Edina, Minnesota,
expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company had net losses for the years ended Dec. 31, 2011, and
2010, had an accumulated deficit at Dec. 31, 2011, and at Oct. 21,
2011, the Company has no foreseeable source of revenue.

                      About Energy Composites

Wisconsin Rapids, Wisconsin-based Energy Composites Corporation is
a manufacturer of composite structures and vessels for a range of
clean technology industries.  Based on its research of companies
in this sector, the Company believe it has the Midwest's largest
and most automated manufacturing capabilities with its world-
class, automated 73,000 square foot climate-controlled
manufacturing facility in Wisconsin Rapids, Wisconsin.


EVEREST CROSSING: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Everest Crossing, LLC
        92 Winthrop Street
        Cambridge, MA 02143

Bankruptcy Case No.: 12-12691

Chapter 11 Petition Date: March 30, 2012

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

Judge: Frank J. Bailey

Debtor's Counsel: Michael Van Dam, Esq.
                  VAN DAM LAW LLP
                  60 William Street, Suite 300
                  Wellesley, MA 02481
                  Tel: (617) 969-2900
                  Fax: (617) 964-4631
                  E-mail: mvandam@vandamlawllp.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 Solmon Chowdury, manager.


FIDELITY BANK: Closed; The Huntington National Assumes Deposits
---------------------------------------------------------------
Fidelity Bank of Dearborn, Mich., was closed Friday, March 30,
2012, by the Michigan Office of Financial and Insurance
Regulation, which appointed the Federal Deposit Insurance
Corporation as receiver.  To protect the depositors, the FDIC
entered into a purchase and assumption agreement with The
Huntington National Bank of Columbus, Ohio, to assume all of the
deposits of Fidelity Bank.

The 15 branches of Fidelity Bank will reopen during normal banking
hours as branches of The Huntington National Bank.  Depositors of
Fidelity Bank will automatically become depositors of The
Huntington National Bank.  Deposits will continue to be insured by
the FDIC, so there is no need for customers to change their
banking relationship in order to retain their deposit insurance
coverage up to applicable limits.  Customers of Fidelity Bank
should continue to use their existing branch until they receive
notice from The Huntington National Bank that it has completed
systems changes to allow other The Huntington National Bank
branches to process their accounts as well.

As of Dec. 31, 2011, Fidelity Bank had approximately $818.2
million in total assets and $747.6 million in total deposits.  In
addition to assuming all of the deposits of the failed bank, The
Huntington National Bank agreed to purchase essentially all of the
assets.

Customers with questions about the transaction should call the
FDIC toll-free at 1-800-523-8177.  Interested parties also can
visit the FDIC's Web site at

  http://www.fdic.gov/bank/individual/failed/fidelity.html

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $92.8 million.  Compared to other alternatives, The
Huntington National Bank's acquisition was the least costly
resolution for the FDIC's DIF.  Fidelity Bank is the 16th FDIC-
insured institution to fail in the nation this year, and the first
in Michigan.  The last FDIC-insured institution closed in the
state was Community Central Bank, Mount Clemens, on April 29,
2011.


FIELDSBORO PROPERTIES: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Fieldsboro Properties, LLC
        893 Noxontown Road
        New Castle, DE 19734

Bankruptcy Case No.: 12-11035

Chapter 11 Petition Date: March 27, 2012

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

Judge: Peter J. Walsh

Debtor's Counsel: Donna L. Harris, Esq.
                  PINCKNEY, HARRIS & WEIDINGER, LLC
                  1220 N. Market Street, Suite 950
                  Wilmington, DE 19801
                  Tel: (302) 504-1499 - Direct
                  Fax: (302) 442-7046
                  E-mail: dharris@phw-law.com

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

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

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

The petition was signed by Robert D. McKeown, Jr., managing
member.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
West End Truck Parts, Inc.            12-11033            03/27/12


FLORIDA GAMING: Incurs $21.7 Million Net Loss in 2011
-----------------------------------------------------
Florida Gaming Corporation filed with the U.S. Securities and
Exchange Commission its Annual Report on Form 10-K disclosing a
net loss of $21.76 million on $8.12 million of total operating
revenue in 2011, compared with a net loss of $4.84 million on
$9.32 million of total operating revenue in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $105.44
million in total assets, $132.78 million in total liabilities and
a $27.33 million stockholders' deficit.

For 2011, King & Company, PSC, in Louisville, Kentucky, noted that
the Company has experienced recurring losses from operations, cash
flow deficiencies, and is in default of certain credit facilities,
all of which raise substantial doubt about its ability to continue
as a going concern.

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

                        http://is.gd/RburGR

                       About Florida Gaming

Florida Gaming Corporation operates live Jai Alai games at
frontons in Ft. Pierce, and Miami, Florida through its Florida
Gaming Centers, Inc. subsidiary.  The Company also conducts
intertrack wagering (ITW) on jai alai, horse racing and dog racing
from its facilities.  Poker is played at the Miami and Ft. Pierce
Jai-Alai, and dominoes are played at the Miami Jai-Alai.  In
addition, the Company operates Tara Club Estates, Inc., a
residential real estate development located near Atlanta in Walton
County, Georgia.  Approximately 46.2% of the Company's common
stock is controlled by the Company's Chairman and CEO either
directly or beneficially through his ownership of Freedom Holding,
Inc.  The Company is based in Miami, Florida.


FREEDOM PROPERTY: Case Summary & 3 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Freedom Property LLC
        110 SE 2 Street, #101
        Delray Beach, FL 33444

Bankruptcy Case No.: 12-17493

Chapter 11 Petition Date: March 28, 2012

Court: U.S. Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Erik P. Kimball

Debtor's Counsel: Julie E. Hough, Esq.
                  HOUGH LAW GROUP, P.A.
                  320 SE 11 Street
                  Ft. Lauderdale, FL 33316
                  Tel: (954) 239-4760
                  Fax: (954) 239-4761
                  E-mail: jhough@houghlawgroup.com

Scheduled Assets: $747,505

Scheduled Liabilities: $1,463,252

The Company's list of its three largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/flsb12-17493.pdf

The petition was signed by Sean Hackner, director.


GENERAL MOTORS: District Court Rejects Untimely Appeal
------------------------------------------------------
District Judge Shira A. Scheindlin declined to accept an appeal by
Dana H. Fox, proceeding pro se,  from a decision of the U.S.
Bankruptcy Court for the Southern District of New York in General
Motor Corp.'s case.  Judge Scheindlin said because Mr. Fox's
appeal was filed many months after the deadline for filing an
appeal had passed, "I do not have jurisdiction to consider it."
The judge returned the matter to the Bankruptcy Court for
resolution.

In 2003, Mr. Fox filed a lawsuit in Florida against GM relating to
his purchase of a vehicle.  After GM filed for bankruptcy, on Aug.
28, 2009, Mr. Fox wrote to the Bankruptcy Court asking it to lift
the automatic stay in his case; on Sept. 21, 2009, the Bankruptcy
Court decided to treat Mr. Fox's correspondence as a proof of
claim.  On Oct. ctober 16, 2009, Mr. Fox filed a new proof of
claim for $19,500 (which he labeled as a secured claim) and for "6
years litigation time," which he labeled as unsecured.  On June
30, 2010, upon GM's motion, the Bankruptcy Court consolidated the
two Fox claims into one, expunging the one submitted on Aug. 28,
2009.  Then, on March 9, 2011, again upon GM's motion, the
Bankruptcy Court reclassified Fox's claim from a secured claim to
a general unsecured claim.

On Sept. 12, 2011, Mr. Fox filed a motion in Bankruptcy Court
seeking an appeal "of an incorrect decision to expunge Mr. Fox
Pro-se's legitimate claim" against GM.  Mr. Fox said the
Bankruptcy Court's order "appears to be vague and ommissive [sic]
as it expunges certain cases yet brings them (the cases) forward
indicating that the cases are still valid: This is the problem
with overwordiness in legal proceedings where the attempt is to
confuse the issue with mis-representation of what is supposed to
be intended."

"The Court sympathizes with Fox's sentiments -- legal opinions are
indeed complicated and are often difficult to understand. This is
particularly true with regards to bankruptcy.  As the United
States Courts system advises on its website with regards to such
cases: 'The rules are very technical . . . hiring a competent
attorney is strongly recommended,'" Judge Scheindlin said.

The case is Dana H. Fox, Appellant, v. Motors Liquidation Company
GUC Trust, Appellee, 11 Civ. 9087 (S.D.N.Y.).  A copy of the
District Court's March 26, 2012 Memorandum Opinion and Order is
available at http://is.gd/7FptePfrom Leagle.com.

                       About General Motors

With its global headquarters in Detroit, Michigan, General Motors
Company (NYSE:GM, TSX: GMM) -- http://www.gm.com/-- is one of
the world's largest automakers, traces its roots back to 1908.
GM employs 208,000 people in every major region of the world and
does business in more than 120 countries.  GM and its strategic
partners produce cars and trucks in 30 countries, and sell and
service these vehicles through the following brands: Baojun,
Buick, Cadillac, Chevrolet, GMC, Daewoo, Holden, Isuzu, Jiefang,
Opel, Vauxhall, and Wuling.  GM's largest national market is
China, followed by the United States, Brazil, the United Kingdom,
Germany, Canada, and Italy.  GM's OnStar subsidiary is the
industry leader in vehicle safety, security and information
services.

General Motors Co. was formed to acquire the operations of
General Motors Corp. through a sale under 11 U.S.C. Sec. 363
following Old GM's bankruptcy filing.  The U.S. government once
owned as much as 60.8% stake in New GM on account of the
financing it provided to the bankrupt entity.  The deal was
closed July 10, 2009, and Old GM changed its name to Motors
Liquidation Co.

In October 2011, Moody's Investors Service raised New GM's
Corporate Family Rating and Probability of Default Rating to Ba1
from Ba2, and its secured credit facility rating to Baa2 from
Baa3.  Moody's also raised the Corporate Family Rating of GM's
financial services subsidiary -- GM Financial -- to Ba3 from B1.

Also in October 2011, Fitch Ratings upgraded the Issuer Default
Ratings of New GM, General Motors Holdings LLC, and General Motors
Financial Company Inc., to 'BB' from 'BB-'.  Standard & Poor's
Ratings Services raised its corporate credit rating on New GM to
'BB+' from 'BB-'; and revised the rating outlook to stable from
positive. "We also raised our issue-level rating on GM's debt to
'BBB' from 'BB+'; the recovery rating remains at '1'," S&P said.

In January 2012, S&P raised its long-term issuer credit rating on
General Motors Financial to 'BB' from 'B+'.

                     About Motors Liquidation

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on
June 1, 2009.  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin,
Esq.,and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges
LLP, assist the Debtors in their restructuring efforts.  Al Koch
at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as
the Chief Executive Officer for Motors Liquidation Company.  GM
is also represented by Jenner & Block LLP and Honigman Miller
Schwartz and Cohn LLP as counsel.  Cravath, Swaine, & Moore LLP
is providing legal advice to the GM Board of Directors.  GM's
financial advisors are Morgan Stanley, Evercore Partners and the
Blackstone Group LLP.  Garden City Group is the claims and notice
agent of the Debtors.

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured
Creditors Holding Asbestos-Related Claims.  Lawyers at Kramer
Levin Naftalis & Frankel LLP served as bankruptcy counsel to the
Creditors Committee.  Attorneys at Butzel Long served as counsel
on supplier contract matters.  FTI Consulting Inc. served as
financial advisors to the Creditors Committee.  Elihu Inselbuch,
Esq., at Caplin & Drysdale, Chartered, represented the Asbestos
Committee.  Legal Analysis Systems, Inc., served as asbestos
valuation analyst.

The Bankruptcy Court entered an order confirming the Debtors'
Second Amended Joint Chapter 11 Plan on March 29, 2011.  The Plan
was declared effect on March 31.


GENMED HOLDING: Delays Form 10-K for 2011
-----------------------------------------
Genmed Holding 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, 2011.  The compilation,
dissemination and audit of the information required to be
presented in the form 10-K for the year ended Dec. 31, 2011, has
imposed time constraints that have rendered timely filing of the
Form 10-K impracticable without undue hardship and expense to the
Company.  The Company undertakes the responsibility to file such
annual report no later than 15th calendar day after its original
date.

                       About Genmed Holding

Based in The Netherlands, Genmed Holding Corp. through its wholly
owned Dutch subsidiary Genmed B.V. is focusing on the delivery of
low cost generic medicines directly to distribution chains
throughout Europe.  Generic medicines, which become available when
the originator medicines patents has expired, are, due to
continuing governmental pressure and new insurance policies,
increasingly used as equally effective alternatives to higher-
priced originator pharmaceuticals by general practitioners,
specialists and hospitals.

For the nine months ended Sept. 30, 2011, the Company has reported
a net loss of $2.37 million on $nil revenue, compared with a net
loss of $1.71 million on $nil revenue for the corresponding period
last year.

At Sept. 30, 2011, the Company's balance sheet showed
$1.29 million in total assets, $2.94 million in total liabilities,
and a stockholders' deficit of $1.65 million.

As reported in the TCR on April 27, 2011, Meyler & Company, LLC,
in Middletown, N.J., expressed substantial doubt about Genmed
Holding's ability to continue as a going concern, following the
Company's 2010 results.  The independent auditors noted that the
Company has incurred cumulative net losses of $69.99 million since
inception, and had net losses of $7.73 million and $8.59 million
for the years ended Dec. 31, 2010, and 2009.




GLOBAL GEOPHYSICAL: Moody's Rates $50MM Sr. Unsecured Notes 'B3'
----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Global
Geophysical Services Inc.'s offering of $50 million senior
unsecured notes due 2017. The proceeds of the offering will be
used to repay outstanding borrowings under the company's revolving
credit facility. The rating outlook is negative.

RATINGS RATIONALE

GGS has adequate liquidity over the next year following this note
issuance. The company's $70 million revolving credit facilty
matures in late April 2013 and Moody's expects GGS will be able to
refinance it. This credit facility is secured by all the assets of
GGS but the primary collateral is the accounts receivable from its
major clients. The average of accounts receivable at December 31,
2011 and 2010 was about $78 million. Using normal advance rates,
this yields a borrowing capacity of about $55 -$60 million. The
remainder of the facility ($10-$15 million) is secured by the
entirety of the remaining assets of the company. It would appear
that the consequences of the banks calling a default and
restructuring are inferior in outcome to an extension of the
revolving credit facility to at least a year prior to the note
maturities. With resulting limited maturities through 2017 and the
ability to manage cash by not or dis-investing in multi-client
libraries a payment default probability is relatively low. There
is one caveat: non-performance in the seismic business and GGS in
particular.

GGS's next material maturity is in 2017 and absent a fundamental
positive and sustainable change in baseline profitability of the
business or an unanticipated delevering, a reasonable
extrapolation can be made that GGS might not have sufficient value
around which to fully refinance its debt at maturity. Total debt
after Moody's standard adjustments at December 31, 2011 is
approximately $400 million and has averaged about $390 million
since 2008. Earnings before interest and taxes (EBIT) over the
last four years averaged about $23 million. Assuming a tax rate of
15% (GGS operates in multiple foreign jurisdictions in which it
pays taxes and a reconstituted company might not be able to
utilize the large $US NOL position efficiently), the average NOPAT
is in the $20 million range. Applying a capital charge of 10%
(less than the yield-to-maturity of the notes) yields a
substantial negative return on debt. While the trend for seismic
appears to be improving, it is a very volatile asset class, as
indicated by GGS' stock having about 3 times the volatility of the
market since April 2010. Being as levered as it is today, and this
being such a highly cyclical business, this is not an improbable
scenario.

The B3 rating on the $50 million senior notes reflects both the
overall probability of default of GGS, to which Moody's assigns a
PDR of B2, and a loss given default of LGD 4 (61%).

The principal methodology used in rating GGS was the Global
Oilfield Services Industry Methodology published in December 2009.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.


GRAYMARK HEALTHCARE: Delays Form 10-K for 2011
----------------------------------------------
Graymark Healthcare, Inc., could not complete the filing of its
Annual Report on Form 10-K for the year ended Dec. 31, 2011, due
to a delay in obtaining and compiling information required to be
included in the Company's Form 10-K, which delay could not be
eliminated by the Company without unreasonable effort and expense.
In accordance with Rule 12b-25 of the Securities Exchange Act of
1934, as amended, the Company will file its Form 10-K no later
than the fifteenth calendar day following the prescribed due date.

                     About Graymark Healthcare

Oklahoma City, Okla.-based Graymark Healthcare, Inc. (NASDAQ:
GRMH) -- http://www.graymarkhealthcare.com/-- is one of the
largest providers of care management solutions to the sleep
disorder market based on number of independent sleep care centers
and hospital sleep diagnostic programs operated in the United
States.

As reported in the TCR on April 5, 2011, Eide Bailly LLP, in
Greenwood Village, Colo., expressed substantial doubt about
Graymark Healthcare's ability to continue as a going concern,
following the Company's 2010 results.  The independent auditors
noted that the Company has suffered significant losses from
operations, anticipates additional losses in the next year and has
insufficient working capital as of Dec. 31, 2010, to fund the
anticipated losses.

The Company also reported a net loss of $4.10 million on
$13.09 million of net revenues for the nine months ended Sept. 30,
2011, compared with a net loss of $5.43 million on $15.72 million
of net revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $29.67
million in total assets, $23.11 million in total liabilities and
$6.56 million in total equity.


HASSAYAMPA GOLF: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Hassayampa Golf Club, Inc.
        2060 Golf Club Lane
        Prescott, AZ 86303

Bankruptcy Case No.: 12-06605

Chapter 11 Petition Date: March 30, 2012

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Redfield T. Baum PCT Sr.

Debtor's Counsel: Shelton L. Freeman, Esq.
                  DECONCINI MCDONALD YETWIN & LACY PC
                  6909 East Main St
                  Scottsdale, AZ 85251
                  Tel: (480) 398-3100
                  Fax: (480) 398-3101
                  E-mail: tfreeman@lawdmyl.com

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

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

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

The petition was signed by Larry Stanek, president.


HEARUSA INC: To Present Plan for Confirmation on May 7
------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
Florida entered an order conditionally approving HearUSA, Inc.'s
Amended Disclosure Statement explaining the Amended Chapter 11
Plan of Liquidation.

As reported by the TCR on Feb. 23, 2012, HearUSA filed a Chapter
11 plan that proposes to pay creditors in full.  After paying $4.6
million to secured and unsecured creditors, $42 million will
remain for the equity.  After $2.33 million for preferred
shareholders, $39.7 million will remain for common equity, the
disclosure statement says.  The disclosure statement estimates the
distribution for each share at $1.02.

To avoid the expense of vote solicitation, HearUSA intends to
treat equity as voting "no" and approving the plan by use of the
so-called cramdown process, where the liquidation can be approved
by proving shareholders will receive more than they would if the
case was converted to liquidation in Chapter 7 bankruptcy.

The Court established March 19, 2012, as the record date for the
identification of holders of common stock of the Company entitled
to notice of the Plan and established May 14, 2012, as the record
date for holders of common stock entitled to distributions under
the Plan.

The consolidated hearing on final approval of the Amended
Disclosure Statement, confirmation of Amended Chapter 11 Plan of
Liquidation, and approval of proposed settlements will be held on
May 7, 2012, at 1:30 p.m.

The Debtor's exclusive period is extended through confirmation.

                          About HearUSA Inc.

HearUSA, Inc., which sells hearing aids in 10 states, filed for
Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No.
11-23341) on May 16, 2011, to sell the business for $80 million to
William Demant Holdings A/S.  The Debtor said that assets are
$65.6 million against debt of $64.7 million as of March 31, 2010.
HearUSA owes $31.3 million to Siemens Hearing Instruments Inc.,
the principal supplier and primary secured lender.

Judge Erik P. Kimball presides over the case.  Brian K. Gart,
Esq., Paul Steven Singerman, Esq., and Debi Evans Galler, Esq., at
Berger Singerman, P.A., represent the Debtor.  The Debtor has
tapped Bryan Cave LLP as special counsel; Sonenshine Partners LLC,
investment banker; Development Specialist Inc., restructuring
advisor ans Joseph J. Luzinski as chief restructuring officer; and
AlixPartners LLC, as communications consultant.  Trustee Services,
Inc., serves as claims and notice agent.

The Official Committee of Unsecured Creditors has been appointed
in the case.  Robert Paul Charbonneau, Esq., and Daniel L. Gold,
Esq., at Ehrenstein Charbonneau Calderin, represent the Creditors
Committee.

An Official Committee of Equity Security Holders has also been
appointed.   Mark D. Bloom, Esq., at Greenberg Traurig P.A., in
Miami, Fla., represents the Equity committee as counsel.

The U.S. Bankruptcy Court approved on Aug. 17, 2011, the sale of
substantially all of the assets of the Company to Audiology
Distribution, LLC, a wholly owed subsidiary of Siemens Hearing
Instruments, Inc., which submitted the highest and best bid for
the assets in the July 29, 2011 auction pursuant to 11 U.S.C.
Section 363.  The purchase price is estimated to be roughly $109
million and comprised of $66.8 million in cash plus certain
assumed liabilities -- which includes repayment or assumption of
the $10 million DIP financing provided by the stalking horse
bidder, William Demant Holdings A/S -- plus the payment of cure
costs for assumed contracts, and the assumption of various
liabilities of the company.

On Sept. 9, 2011, the sale closed.

In connection with the closing of the transactions contemplated by
the Asset Purchase Agreement, on Sept. 13, 2011, the Company filed
a Certificate of Amendment to its Restated Certificate of
Incorporation with the Delaware Secretary of State in order to
change its name to "HUSA Liquidating Corporation".  The
Certificate of Amendment was effective on the date of filing.


HERCULES OFFSHORE: Plans to Offer $500 Million of Notes
-------------------------------------------------------
Hercules Offshore, Inc., intends, subject to market conditions, to
offer, in a private placement, up to $300,000,000 aggregate
principal amount of senior secured notes due 2017, and up to
$200,000,000 aggregate principal amount of senior notes due 2019.
Hercules Offshore expects to use the net proceeds from the notes
offering to repay all of the indebtedness outstanding under our
existing secured term loan.  As a result of the repayment of the
Company's term loan, the Company's outstanding 10.5% Senior
Secured Notes will become unsecured.  The Company expects to use
the remaining net proceeds for general corporate purposes,
including to fund a portion of the purchase price for the
previously announced acquisition of the drilling rig Ocean
Columbia as well as the costs associated with the repair, upgrade
and mobilization of the Ocean Columbia.

                      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 $76.12 million in 2011, a
net loss of $134.59 million in 2010, and a net loss of $91.73
million in 2009.

The Company's balance sheet at Dec. 31, 2011, showed $2 billion in
total assets, $1.09 billion in total liabilities, and
$908.55 million in stockholders' equity.

                           *     *     *

The Troubled Company Reporter said on Nov. 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.

As reported by the TCR on Jan. 23, 2012, Standard & Poor's Ratings
Services revised its outlook on Houston-based Hercules Offshore
Inc. to stable from negative and affirmed its 'B-' corporate
credit rating on the company.  "The rating on the company's senior
secured credit facility remains 'B-' (the same as the corporate
credit rating on the company) with a recovery rating of '3',
indicating our expectation of a meaningful (50% to 70%) recovery
in the event of payment default," S&P said.

"Our ratings on Hercules reflect its participation in the highly
volatile and competitive shallow-water drilling and marine
services segments of the oil and gas industry. The ratings also
incorporate our expectation that day rates and utilization for the
company's jack-up rigs in the U.S. Gulf of Mexico will remain
robust throughout 2012. Moreover, we expect the company's domestic
offshore operations will provide the majority of EBITDA generation
in 2012, since its international offshore segment will perform
more weakly compared with 2011 due to lower contract renewal day
rates reflecting current market conditions. The ratings also
incorporate the company's geographic and product diversification
(provided by the its liftboat segments) and adequate liquidity, as
well as the risks associated with the Securities and Exchange
Commission's investigation into possible violations of securities
law, including possible violations of the Foreign Corrupt
Practices Act. The company is also the subject of a review by the
U.S. Department of Justice (DOJ)," S&P said.


HERCULES OFFSHORE: Plans to Offer 20 Million Common Shares
----------------------------------------------------------
Hercules Offshore, Inc., intends, subject to market conditions, to
publicly offer up to 20,000,000 shares of common stock in an
underwritten public offering.  The underwriters for the offering
will also have the option to purchase up to 3,000,000 additional
shares of common stock on the same terms and conditions to cover
over-allotments, if any.  The Company intends to use 50% of the
net proceeds from the offering to repay a portion of indebtedness
outstanding under the Company's term loan facility.  The Company
expects to use the remaining net proceeds to fund a portion of the
purchase price for its previously announced acquisition of the
drilling rig Ocean Columbia as well as the costs associated with
the repair, upgrade and mobilization of Ocean Columbia.

Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co. and
Deutsche Bank Securities Inc. are serving as Joint Book-Running
Managers of the offering.  The offering is being made pursuant to
an effective registration statement.  A copy of the preliminary
prospectus supplement and related base prospectus for the offering
may be obtained on the Securities and Exchange Commission Web site
at www.sec.gov

                      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 $76.12 million in 2011, a
net loss of $134.59 million in 2010, and a net loss of $91.73
million in 2009.

The Company's balance sheet at Dec. 31, 2011, showed $2 billion in
total assets, $1.09 billion in total liabilities, and
$908.55 million in stockholders' equity.

                           *     *     *

The Troubled Company Reporter said on Nov. 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.

As reported by the TCR on Jan. 23, 2012, Standard & Poor's Ratings
Services revised its outlook on Houston-based Hercules Offshore
Inc. to stable from negative and affirmed its 'B-' corporate
credit rating on the company.  "The rating on the company's senior
secured credit facility remains 'B-' (the same as the corporate
credit rating on the company) with a recovery rating of '3',
indicating our expectation of a meaningful (50% to 70%) recovery
in the event of payment default," S&P said.

"Our ratings on Hercules reflect its participation in the highly
volatile and competitive shallow-water drilling and marine
services segments of the oil and gas industry. The ratings also
incorporate our expectation that day rates and utilization for the
company's jack-up rigs in the U.S. Gulf of Mexico will remain
robust throughout 2012. Moreover, we expect the company's domestic
offshore operations will provide the majority of EBITDA generation
in 2012, since its international offshore segment will perform
more weakly compared with 2011 due to lower contract renewal day
rates reflecting current market conditions. The ratings also
incorporate the company's geographic and product diversification
(provided by the its liftboat segments) and adequate liquidity, as
well as the risks associated with the Securities and Exchange
Commission's investigation into possible violations of securities
law, including possible violations of the Foreign Corrupt
Practices Act. The company is also the subject of a review by the
U.S. Department of Justice (DOJ)," S&P said.


HERCULES OFFSHORE: To Acquire Ocean Columbia for $40 Million
------------------------------------------------------------
Hercules Offshore, Inc., announced the execution of a definitive
agreement to acquire the offshore drilling rig Ocean Columbia from
a subsidiary of Diamond Offshore Drilling, Inc.  The purchase
price is $40 million in cash.  Ocean Columbia is a LeTourneau
Class 82 SD-C self-elevating drilling rig (built in 1978)
registered and flagged in the Marshall Islands.  Subject to
customary closing conditions, the Company expects the acquisition
to close in May 2012.

Hercules Offshore also announced that it has entered into a three-
year drilling contract with Saudi Aramco for the use of the Ocean
Columbia.  Over this three-year period, the Company expects to
generate total revenues of $160.0 million, including a lump-sum
mobilization fee, assuming a utilization rate of 98% for the rig.
Under the drilling contract, Saudi Aramco has the option to extend
the term for an additional one-year period.  Prior to commencing
work under the contract, the Company expects to spend
approximately $45.0 million for repairs, upgrades and other
contract specific refurbishments to the rig and to mobilize the
rig from the Gulf of Mexico to the Middle East.  The Company
expects the rig to commence work under the contract in November
2012.

                      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 $76.12 million in 2011, a
net loss of $134.59 million in 2010, and a net loss of $91.73
million in 2009.

The Company's balance sheet at Dec. 31, 2011, showed $2 billion in
total assets, $1.09 billion in total liabilities, and
$908.55 million in stockholders' equity.

                           *     *     *

The Troubled Company Reporter said on Nov. 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.

As reported by the TCR on Jan. 23, 2012, Standard & Poor's Ratings
Services revised its outlook on Houston-based Hercules Offshore
Inc. to stable from negative and affirmed its 'B-' corporate
credit rating on the company.  "The rating on the company's senior
secured credit facility remains 'B-' (the same as the corporate
credit rating on the company) with a recovery rating of '3',
indicating our expectation of a meaningful (50% to 70%) recovery
in the event of payment default," S&P said.

"Our ratings on Hercules reflect its participation in the highly
volatile and competitive shallow-water drilling and marine
services segments of the oil and gas industry. The ratings also
incorporate our expectation that day rates and utilization for the
company's jack-up rigs in the U.S. Gulf of Mexico will remain
robust throughout 2012. Moreover, we expect the company's domestic
offshore operations will provide the majority of EBITDA generation
in 2012, since its international offshore segment will perform
more weakly compared with 2011 due to lower contract renewal day
rates reflecting current market conditions. The ratings also
incorporate the company's geographic and product diversification
(provided by the its liftboat segments) and adequate liquidity, as
well as the risks associated with the Securities and Exchange
Commission's investigation into possible violations of securities
law, including possible violations of the Foreign Corrupt
Practices Act. The company is also the subject of a review by the
U.S. Department of Justice (DOJ)," S&P said.


HOMELAND SECURITY: Reports $4.7MM Net Income in Half-Year 2011
--------------------------------------------------------------
Homeland Security Capital Corporation filed with the U.S.
Securities and Exchange Commission a transition report on Form
10-KT disclosing net income of $4.71 million on $9.15 million of
net revenue for the six months ended Dec. 31, 2011.  The Company
also reported a net loss of $3.98 million on $0 of net revenue for
the year ended June 30, 2011.

The Company's balance sheet at Dec. 31, 2011, showed $10.83
million in total assets, $13.08 million in total liabilities
$169,768 in warrants payable and a $2.42 million total
stockholders' deficit.

Coulter & Justus, P.C., in Knoxville, Tennessee, noted that
Related Party Senior Notes Payable totaling $5,553,778 are due and
payable.  As of Dec. 31, 2011, the Company has a net capital
deficiency in addition to a working capital deficiency, which
raises substantial doubt about its ability to continue as a going
concern.

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

                        http://is.gd/lh5ocF

                      About Homeland Security

Homeland Security Capital Corporation is an international provider
of specialized technology-based radiological, nuclear,
environmental disaster relief and electronic security solutions to
government and commercial customers.

In March 2008, the Company entered into a stock purchase agreement
with YA Global Investments, L.P. pursuant to which the Company
sold to YA 10,000 shares of its Series H Convertible Preferred
Stock.  The Series H Stock is convertible into shares of Common
Stock at an initial ratio of 33,333 shares of Common Stock for
each share of Series H Stock, subject to adjustments -- including
the Company's wholly owned subsidiary, Safety & Ecology Holdings
Corporation, achieving certain earnings milestones, as defined,
for the calendar years ending December 31, 2009 and 2008.

Safety operates its business on a fiscal year ending June 30.
Safety achieved the first milestone for the calendar year ending
December 31, 2008.  However, the second financial milestone for
the calendar year ended December 31, 2009, has not been satisfied,
resulting in a potential adjustment to the conversion ratio
yielding approximately 56,300 shares of Common Stock for each
share of Series H Stock, or approximately a potential additional
230,000,000 shares of the Company's Common Stock in the aggregate.

Management is discussing with YA the possibility of a waiver or
amendment of any adjustment to the Series H Stock conversion
ratio, however there can be no assurances YA will waive or amend
the adjustment, if any, to the Series H Stock conversion ratio.
YA has not exercised its conversion rights as of February 22,
2010.

In June 2009 the Company entered into an agreement YA extending
the due date on its senior notes payable, and accrued interest, to
YA from March 14, 2010, until October 1, 2010, for $2,500,000 and
April 1, 2011, for $10,560,000.  In exchange, the Company agreed
to an increase in the interest rate, from 13% to 15%, on the
senior notes payable and certain other debt due to YA, effective
January 1, 2010, if the Company failed to secure a certain
contract by March 2010.  In December 2009, the Company was
informed that it had been eliminated from the award process for
this contract. Accordingly, the Company will begin recording
interest expense at the increased rate effective Jan. 1, 2010.


HOSTESS BRANDS: Expects to Reach Deal With Union on Asset Sale
--------------------------------------------------------------
Josh Kosman at the New York Post reports that Hostess Brands said
it is hoping to reach a deal with its unions that will allow it to
sell individual brands to raise cash.

According to the report, Hostess Brands is negotiating with its
unions to cut pensions costs.  While the pensions remain the key
sticking point, the company is also seeking permission from its
union to sell brands, such as Hostess CupCakes, Drake's and Dolly
Madison.

The report relates the company has wanted to sell some of its
individual snack brands for years, while the unions have been
concerned that shedding profitable assets will leave the remaining
company even more vulnerable to collapse.  However, Hostess'
unions are willing to consider the sale of brands if the proceeds
are used to strengthen the remaining business, a source close to
the talks said, according to the report.

The report says shedding brands may be Hostess' best bet for
reaching a compromise with its unions and avoiding liquidation.
The company has asked a bankruptcy judge to slash its health-care
and pension obligations to employees of the Teamsters and a bakers
union, saying it's losing market share and "hundreds of millions
of dollars each year."

The report notes Hostess has extended until April 17 a hearing in
which the bankruptcy judge will decide whether it has the right to
scrap its collective bargaining agreement and its pensions.  If
Hostess wins, the Teamsters have already authorized a strike vote.
Should it lose, the company's senior creditors may refuse to fund
the business any longer and liquidate it, a move that would impact
close to 18,000 workers, according to the report.

                      About Hostess Brands

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

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

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

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

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

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

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


HOSTESS BRANDS: DIP Deadline for CBA Rejection Moved to April 30
----------------------------------------------------------------
Hostess Brands, Inc., et al., ask the U.S. Bankruptcy Court
Southern District of New York for authority to amend, for the
second time, the DIP Credit Agreement, in connection with the
extension of one of the Chapter 11 milestones.

The second amendment dated as of March 9, 2012, to the Debtor-in-
Possession Credit, Guaranty and Security Agreement, dated as of
Jan. 12, 2012, reflect that Annex A to the DIP Credit Agreement is
amended by deleting the reference to "75 days following the date
the Section 1113 motion was filed" under the "Deadline" heading
with respect to the sixth milestone and replacing it with
"April 30, 2012."

A full-text copy of the Second Amendment to the DIP Credit
Agreement is available for free at:

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

As reported in the June 12, 2012 edition of the TCR, the Debtors
have said that the up to $75 million of secured DIP term loan
facility and access to cash collateral are necessary to meet
ongoing working capital and general business needs.

The initial DIP lenders are Silver Point, Monarch Alternative
Capital, LP, Gannett Peak CLO I, Ltd. and Credit Value Partners,
LP.

The DIP facility will mature within the first anniversary of the
closing date.

Milestones set by the original DIP agreement include:

  * by no later than 14 days after the Petition Date, the
    Debtors must file a motion, pursuant to Section 1113 of
    the Bankruptcy Code with respect to the Debtors' collective
    bargaining agreements with the IBT and the BCT;

  * by no later than 45 days after the Petition Date, the
    Debtors must have prepared for approval bid procedures
    with respect to the possible sale of all or substantially
    all of the Debtors' assets pursuant to 111 U.S.C. Sec. 363;

  * by no later than 75 days following the date the
    Section 1113 Motion is filed, the Debtors must obtain
    satisfactory resolution of the Section 1113 Motion related
    to the IBT and BCT;


  * by no later than July 13, 2012, the Debtors must obtain
    confirmation of a Chapter 11 plan; and

  * by no later than July 27, 2012, the plan will have become
    effective.

                      About Hostess Brands

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

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

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

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

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

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

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

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


HOVNANIAN ENTERPRISES: Moody's Issues Summary Credit Opinion
------------------------------------------------------------
Moody's Investors Service issued a summary credit opinion on
Hovnanian Enterprises, Inc. and includes certain regulatory
disclosures regarding its ratings. The release does not constitute
any change in Moody's ratings or rating rationale for Hovnanian
Enterprises, Inc. and its affiliates.

Moody's current ratings for Hovnanian are:

Hovnanian Enterprises

Corporate Family Rating of Caa2

Probability of Default Rating of Caa2

Senior Unsecured Shelf Rating of (P)Caa3

Preferred Stock Rating of Ca (LGD6, 98%)

Speculative Grade Liquidity Rating of SGL-3

K. Hovnanian Enterprises

Senior Secured Rating of B3 (LGD3, 31%)

Senior Unsecured Rating of Caa3 (LGD5, 84%)

Senior Unsecured Shelf Rating of (P)Caa3

All of K. Hovnanian Enterprises' debt is guaranteed by its parent
company, Hovnanian Enterprises, Inc. and its restricted operating
subsidiaries.

RATINGS RATIONALE

The Caa2 corporate family rating reflects Hovnanian's elevated
debt leverage weak gross margins, continued operating losses,
negative cash flow generation, and Moody's expectation that the
conditions in the homebuilding industry over the next one to two
yeas will provide limited opportunities for improvement in the
company's operating and financial metrics. In addition, the
ratings consider Hovnanian's negative net worth position, which
Moody's anticipates will be further weakened by continuing
operating losses and impairment charges. As a result, adjusted
debt leverage, currently standing at 149%, is likely to increase
further.

At the same time, the ratings are supported by the company's lack
of financial maintenance covenants and the absence of significant
debt maturities until 2015.

The negative rating outlook reflects the risk that the likely
benefits of the company's current operating strategy of investing
in distressed lots and new community openings may transpire after
its weakening cash position, lack of a revolver, and bloated
capital structure place it in an untenable financial position.

The ratings could be lowered further if the company were to
materially deplete its cash reserves either through sharper-than-
expected operating losses or through a substantial investment or
other transaction.

The outlook could stabilize if the company were to generate
sizable amounts of operating cash flow, turn profitable on an
operating basis, or receive a significant infusion of equity
capital.

The principal methodology used in rating Hovanian Enterprises, Inc
was the Global Homebuilding Industry Methodology published in
March 2009. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.


HWI GLOBAL: Delays Form 10-K for 2011
-------------------------------------
HWI Global, Inc., was unable to compile the necessary financial
information required to prepare a complete filing of its Annual
Report on Form 10-K for the period ended Dec. 31, 2011.  Thus, the
Company would be unable to file the periodic report in a timely
manner without unreasonable effort or expense.  The Company
expects to file within the extension period.

                          About HWI Global

HWI Global, Inc., headquartered in Pittsburgh, Pa., is a turnkey
provider of cleanroom systems; designing, engineering,
manufacturing, installing and servicing principal component
systems for advanced cleanrooms.

For the nine months ended Sept. 30, 2011, the Company has reported
a net loss of $885,409 on $2.8 million of contract revenues
earned, compared with net income of $4,326 on $2.7 million of
contract revenues earned for the same period last year.

The Company's balance sheet at Sept. 30, 2011, showed $1.1 million
in total assets, $2.6 million in total current liabilities, and a
stockholders' deficit of $1.5 million.

As reported in the TCR on May 3, 2011, MaloneBailey, LLP, in
Houston, expressed substantial doubt about IVT Software (now known
as HWI Global)'s ability to continue as a going concern, following
the Company's results for the fiscal year ended Dec. 31, 2010.
The independent auditors noted that the Company has suffered
recurring losses from operations.


IDO SECURITY: Delays Form 10-K for 2011
---------------------------------------
IDO Security Inc.'s annual report on Form 10-K for the fiscal year
ended Dec. 31, 2011, could not be filed by the prescribed due date
of March 30, 2012, because the Company had not yet finalized its
treatment and disclosure of certain material events that occurred
during the fourth quarter and fiscal year 2011.  As a result, the
audit of the Company's 2011 financial statements is ongoing.
Accordingly, the Company was unable to file that report within the
prescribed time period without unreasonable effort or expense.
The Company anticipates that the subject annual report will be
filed on or before April 16, 2012.

                         About IDO Security

IDO Security Inc. is engaged in the design, development and
marketing of devices for the homeland security and loss prevention
markets that are intended for use in security screening procedures
to detect metallic objects concealed on or in footwear, ankles and
feet through the use of electro-magnetic fields.  The Company's
common stock trades on the OTC Bulletin Board under the symbol
IDOI.  The Company is headquartered in New York City.

The Company reported a net loss of $7.78 million on $61,399 of
revenue for the year ended Dec. 31, 2010, compared with a net loss
of $6.40 million on $82,721 of revenue during the prior year.

The Company also reported a net loss of $5.64 million on $189,223
of revenue for the nine months ended Sept. 30, 2011, compared with
a net loss of $5.51 million on $22,770 of revenue for the same
period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$1.71 million in total assets, $18.66 million in total
liabilities, and a $16.94 million total stockholders' deficiency.

As reported by the TCR on April 15, 2011, Rotenberg Meril Solomon
Bertiger & Guttilla, P.A., in Saddle Brook, New Jersey, 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 not achieved
profitable operations, has incurred recurring losses, has a
working capital deficiency and expects to incur further losses in
the development of the business.


INFUSION BRANDS: Incurs $6.9 Million Net Loss in 2011
-----------------------------------------------------
Infusion Brands International, Inc., filed with the U.S.
Securities and Exchange Commission its annual report on Form 10-K
disclosing a net loss of $6.94 million on $17.94 million of
product sales in 2011, compared with a net loss of $16.07 million
on $7.17 million of product sales in 2010.

The Company's balance sheet at Dec. 31, 2011, showed
$10.74 million in total assets, $8.62 million in total
liabilities, $20.47 million in redeemable preferred stock, and a
$18.34 million total deficit.

Meeks International LLC, in Tampa, Florida, 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 operations and is dependent on
outside sources of financing for continuation of its operations
and management is restructuring and redirecting its operating
initiatives that require the use of its available capital
resources.

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

                       http://is.gd/iPjdGQ

                      About Infusion Brands

Infusion Brands International, Inc. is a global consumer products
company.  Its wholly owned operating subsidiary, Infusion Brands,
Inc. specializes in building and marketing profitable brands
through international direct-to-consumer channels of distribution.

On Dec. 16, 2010, as part of its quasi-reorganization in order to
change its business model from that of an acquisition strategy to
a singular operating model as a consumer products company which
builds and markets brands internationally through direct-to-
consumers channels of distribution, OmniReliant Holdings, Inc.
entered into an agreement and plan of merger with Infusion Brands
International, Inc., a Nevada corporation and the Company's
wholly-owned subsidiary.  Pursuant to the terms and subject to the
conditions set forth in the Merger Agreement, the Company merged
with and into Infusion Brands International, Inc., solely to
effect a name change of the Company.


INTELLICELL BIOSCIENCES: Delays Form 10-K for 2011
--------------------------------------------------
Intellicell Biosciences, 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, 2011.  The
Company said the compilation, dissemination and review of the
information required to be presented in the annual report on Form
10-K for the relevant period has imposed time constraints that
have rendered timely filing of the annual report on Form 10-K
impracticable without undue hardship and expense.  The Company
undertakes the responsibility to file that report no later than 15
days after its original prescribed due date.

On June 3, 2011, the Company acquired Intellicell Biosciences,
Inc., a New York corporation, in a transaction which was accounted
for as a reverse acquisition.  As a result, the results of
operations for periods prior to June 3, 2011, will be the results
of operations of Intellicell, which is the accounting acquirer.

                    About Intellicell Biosciences

Intellicell BioSciences, Inc., headquartered in New York, N.Y.,
was formed on Aug. 13, 2010, under the name "Regen Biosciences,
Inc." as a pioneering regenerative medicine company to develop and
commercialize regenerative medical technologies in large markets
with unmet clinical needs.  On Feb. 17, 2011, the company changed
its name from "Regen Biosciences, Inc." to "IntelliCell
BioSciences Inc".  To date, IntelliCell has developed proprietary
technologies that allow for the efficient and reproducible
separation of stromal vascular fraction (branded
"IntelliCell(TM)") containing adipose stem cells that can be
performed in tissue processing centers and in doctors' offices.

The Company's balance sheet at Sept. 30, 2011, showed $1.0 million
in total assets, $21.2 million in total current liabilities, and a
stockholders' deficit of $20.2 million.

"The Company has incurred losses since inception resulting in an
accumulated deficit of $20.1 million and a working capital deficit
of $21.0 million as of Sept. 30, 2011, respectively, however, if
the non-cash expense related to the Company's derivative liability
is excluded the accumulated deficit amounted to $3.1 million and
working capital deficit amounted to $3.7 million, respectively,?
the Company said in the filing.

"Further losses are anticipated in the continued development of
its business, raising substantial doubt about the Company's
ability to continue as a going concern."


INTERMETRO COMMUNICATIONS: Reports $3.6-Mil. Net Income in 2011
---------------------------------------------------------------
InterMetro Communications, Inc., filed with the U.S. Securities
and Exchange Commission its annual report on Form 10-K disclosing
net income of $3.61 million on $21.30 million of net revenues in
2011, compared with net income of $3.21 million on $28.03 million
of net revenues in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $2.98 million
in total assets, $16.25 million in total liabilities, and a
$13.27 million total stockholders' deficit.

Gumbiner Savett Inc., in Santa Monica, California, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
incurred net losses in previous years, and as of Dec. 31, 2011,
the Company had a working capital deficit of approximately
$12,696,000 and a total stockholders' deficit of approximately
$13,274,000.  The Company anticipates that it will not have
sufficient cash flow to fund its operations in the near term and
through fiscal 2012 without the completion of additional
financing.

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

                        http://is.gd/Ii8p26

Simi Valley, Calif.-based InterMetro Communications, Inc.
-- http://www.intermetro.net/-- is a facilities-based provider of
enhanced voice and data communication services.


INTERMETRO COMMUNICATIONS: J. Touber Holds 11.3% Equity Stake
-------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Joshua Samuel Touber disclosed that, as of
Feb. 28, 2011, he beneficially owns 8,486,317 shares of common
stock of InterMetro Communications, Inc., representing 11.3% of
the shares outstanding.  A copy of the amended filing is available
for free at http://is.gd/QzvXm0

                   About InterMetro Communications

Simi Valley, Calif.-based InterMetro Communications, Inc.
-- http://www.intermetro.net/-- is a facilities-based provider of
enhanced voice and data communication services.

The Company reported net income of $3.61 million in 2011, compared
with net income of $3.21 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $2.98 million
in total assets, $16.25 million in total liabilities and a $13.27
million total stockholders' deficit.

Gumbiner Savett Inc., in Santa Monica, California, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
incurred net losses in previous years, and as of Dec. 31, 2011,
the Company had a working capital deficit of approximately
$12,696,000 and a total stockholders' deficit of approximately
$13,274,000.  The Company anticipates that it will not have
sufficient cash flow to fund its operations in the near term and
through fiscal 2012 without the completion of additional
financing.


IPALCO ENTERPRISES: Moody's Issues Summary Credit Opinion
---------------------------------------------------------
Moody's Investors Service issued a summary credit opinion on
IPALCO Enterprises, Inc. and includes certain regulatory
disclosures regarding its ratings. The release does not constitute
any change in Moody's ratings or rating rationale for IPALCO
Enterprises, Inc. and its affiliates.

Moody's current ratings on IPALCO Enterprises, Inc. and its
affiliates are:

Senior Secured domestic currency ratings of Ba1

Indianapolis Power & Light Company

First Mortgage Bonds domestic currency ratings of A3

LT Issuer Rating ratings of Baa2

Pref. Stock domestic currency ratings of Ba1

Backed First Mortgage Bonds domestic currency ratings of A3

Underlying First Mortgage Bonds domestic currency ratings of A3

RATINGS RATIONALE

Moody's evaluates IPALCO's consolidated financial performance
relative to the Regulated Electric and Gas Utilities rating
methodology (the methodology) published in August 2009. As
depicted in the grid below, IPALCO's indicated rating under this
methodology is Baa3 compared to its current Ba1 senior secured
rating. The indicated rating under the methodology, however, does
not consider IPALCO's ownership by AES, which is a driver for the
one notch difference between the current and indicated ratings.

IPALCO's Ba1 senior secured rating incorporates its 100% ownership
by the speculative-rated AES, a highly leveraged consolidated
balance sheet and its subordinated position to approximately $990
million of funded debt at IPL offset in part by IPALCO's adequate
financial metrics and a supportive regulatory environment.

Rating Outlook

The stable outlook reflects the fairly supportive regulatory
environment in the state of Indiana and an expectation that IPALCO
will maintain a CFO pre-W/C to debt ratio in excess of 10%.

What Could Change the Rating - Up

The rating could rise if IPALCO's CFO pre-W/C to debt ratio and
interest coverage metrics exceed 13% and 3.2 times, respectively,
on a sustainable basis.

What Could Change the Rating - Down

The rating could face downward pressure if IPL is downgraded or if
IPALCO's CFO pre-W/C to debt ratio and interest coverage metrics
deteriorate unexpectedly to levels below 9% and 2.2 times,
respectively for an extended period.

The principal methodology used in these ratings was Regulated
Electric and Gas Utilities published in August 2009.


IVOICE INC: Delays Form 10-K for 2011
-------------------------------------
iVoice, 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 period ending Dec. 31, 2011, because the
Company needs additional time to complete the report and its
auditors need additional time to review the Company's financial
statements for the period ending Dec. 31, 2011.

                           About iVoice

Matawan, N.J.-based iVoice, Inc. -- http://www.ivoice.com/-- is
focused on the development and licensing of its proprietary
technologies.  To date the Company has filed fifteen (15) patent
applications with the United States Patent and Trademark Office
for speech enabled applications that the Company has developed
internally.  Of the patent applications the Company has filed,
four (4) patents have been awarded.

The Company reported a net loss of $826,318 on $171,527 of sales
for the nine months ended Sept. 30, 2011, compared with a net loss
of $719,745 on $142,996 of sales for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$1.36 million in total assets, $3.96 million in total liabilities,
and a $2.60 million total stockholders' deficit.

As reported by the TCR on April 25, 2011, Rosenberg Rich Baker
Berman & Co, in Somerset, New Jersey, expressed substantial doubt
about iVoice, Inc.'s ability to continue as a going concern.  The
independent auditors noted that the Company has incurred
substantial accumulated deficits.


JAMES DONNAN: SEC Wants Court to Deny Plan to Pay Creditors
-----------------------------------------------------------
Curtis Johnson at herald-dispatch.com report that the U.S.
Securities and Exchange Commission wants a federal bankruptcy
judge to deny Jim Donnan's plan to pay his creditors, while
providing its investigators more time to look into the financial
dealings of the former football coach for Marshall University and
University of Georgia.

According to the report, the federal investigation pertains to Mr.
Donnan's involvement in a troubled liquidations company, GLC
Limited.  It sought Chapter 11 bankruptcy protection last year.

The report notes various parties have since argued GLC amounted to
a Ponzi scheme, first created by Greg and Linda Crabtree and then
maintained with Mr. Donnan's help through check writing and the
soliciting of new investors.  Attorneys for Mr. Donnan and the
Crabtrees, who no longer are associated with GLC, deny those
accusations.

The report relates the SEC investigation comes as both GLC and
several of its individual investors have filed claims against Mr.
Donnan's personal estate.

"The SEC staff anticipates that the SEC will file a substantial
claim in this case based on potential remedies for alleged
violations of the federal securities laws," according a March 13
court filing in central Georgia.  "The amount sought for
disgorgement of ill-gotten gains may likely exceed $13 million,
and the claim may also include amounts for civil penalties and
prejudgment interest."

                        About James Donnan

James "Jim" Donnan III is a former University of Georgia football
coach and ex-ESPN college football analyst.  Mr. Donnan and his
wife, Mary, filed a Chapter 11 petition (Bankr. M.D. Ga. Case No.
11-31083) on July 1, 2011.  The filing came after Mr. Donnan
offered to pay back creditors roughly $5 million.  The creditors
wanted $8.25 million from the Donnans.

                        About GLC Limited

Proctorville, Ohio-based GLC Limited is a retail liquidation
company in the wholesale/retail distribution industry.  It offers
large selections of name brand products in many categories.  It
distributes its goods through a network of wholesale distributors,
retail chains and discount and surplus centers.  It owns four
warehouses for its goods which are located in Proctorville and
Columbus, Ohio and Huntington, West Virginia.

GLC filed for Chapter 11 bankruptcy protection (Bankr. S.D. Ohio
Case No. 11-11090) on Feb. 28, 2011.  James R. Burritt, chief
restructuring officer, signed the Chapter 11 petition.  The Debtor
disclosed $18,231,434 in assets and $28,095,356 in liabilities as
of the Chapter 11 filing.

Ronald E. Gold, Esq., and Joseph B. Wells, Esq., at Frost Brown
Todd LLC, serve as the Debtor's bankruptcy counsel.  Leon C.
Ebbert, PC, CPA, has been tapped as accountants.  The Official
Committee of Unsecured Creditors in GLC Limited's Chapter 11
bankruptcy case has tapped Morris, Manning & Martin, LLP, as
counsel.


JANAKI HOSPITALITY: Case Summary & 17 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Janaki Hospitality, LLC
        1005 South Beeline Highway
        Payson, AZ 85541

Bankruptcy Case No.: 12-06270

Chapter 11 Petition Date: March 27, 2012

Court: U.S. Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Randolph J. Haines

Debtor's Counsel: Mark J. Giunta, Esq.
                  LAW OFFICE OF MARK J. GIUNTA
                  245 W. Roosevelt Street, Suite A
                  Phoenix, AZ 85003
                  Tel: (602) 307-0837
                  Fax: (602) 307-0838
                  E-mail: markgiunta@giuntalaw.com

Scheduled Assets: $753,062

Scheduled Liabilities: $1,634,066

The Company's list of its 17 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/azb12-06270.pdf

The petition was signed by Madhusudan G. Bhakta, manager.


JESCO CONSTRUCTION: Steve Olen Approved to Handle BP Litigation
---------------------------------------------------------------
The Hon. Neil P. Olack of the U.S. Bankruptcy Court for the
Southern District of Mississippi authorized Jesco Construction
Corp., to employ Steve Olen, Cunningham Bounds, LLC, as special
counsel to represent the Debtor in litigation against BP.

As reported in the Troubled Company Reporter on March 2, 2012,
prepetition, Mr. Olen and the firm represented the Debtor in a
certain oil spill litigation in which the Debtor has claims for
damages against BP America Production Company, BP Exploration &
Production and any other related BP entities.

To the best of the Debtor's knowledge, Mr. Olen and the firm are
"disinterested" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                  About Jesco Construction Corp.

Headquartered in Wiggins, Mississippi, Jesco Construction Corp., a
Delaware Corporation, specializes in disaster response and was
part of the Hurricane Katrina cleanup.  It filed for Chapter 11
bankruptcy (Bankr. S.D. Miss. Case No. 12-50014) on Jan. 5, 2012.
Judge Katharine M. Samson presides over the case.  Attorneys at
the Law Offices of Craig M. Geno, PLLC, serve as counsel for the
Debtor.  In its schedules, the Debtor disclosed $100 million in
assets and $14,662,901 in liabilities.


K&MD, LLP: Case Summary & Largest Unsecured Creditor
----------------------------------------------------
Debtor: K&MD, LLP
        5150 Cortez Road W
        Bradenton, FL 34210

Bankruptcy Case No.: 12-04463

Chapter 11 Petition Date: March 28, 2012

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

Judge: Caryl E. Delano

Debtor's Counsel: James D. Jackman, Esq.
                  JAMES D. JACKMAN, P.A.
                  5008 Manatee Avenue W, Suite A
                  Bradenton, FL 34209-3862
                  Tel: (941) 747-9191
                  Fax: (941) 747-1221
                  E-mail: jackmanesq@aol.com

Scheduled Assets: $400,000

Scheduled Liabilities: $1,134,233

The petition was signed by Kevin J. Anderson, partner.

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

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
First Bank                         Real Estate          $1,134,233
Succ to Coast Bank of FL
1301 6th Avenue West, Suite 300
Bradenton, FL 34205


KRESCENT ENERGY: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Krescent Energy Company, LLC
        5005 Riverway Drive, Suite 550
        Houston, TX 77056

Bankruptcy Case No.: 12-32376

Chapter 11 Petition Date: March 30, 2012

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

Judge: Karen K. Brown

Debtor's Counsel: Philip G. Eisenberg, Esq.
                  William Steven Bryant, Esq.
                  LOCKE LORD LLP
                  600 Travis, Suite 3400
                  Houston, TX 77002
                  Tel: (713) 226-1304
                  Fax: (713) 229-2536
                  E-mail: peisenberg@lockelord.com
                          hobankecf@locklord.com

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

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

A copy of the list of 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txsb12-32376.pdf

The petition was signed by Michael Chris Burkard, president and
CEO.


LA JOLLA: Incurs $11.5 Million Net Loss in 2011
-----------------------------------------------
La Jolla Pharmaceuticals Company filed with the U.S. Securities
and Exchange Commission its annual report on Form 10-K disclosing
a net loss of $11.54 million in 2011, compared with a net loss of
$3.76 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $5.10 million
in total assets, $15.52 million in total liabilities, all current,
$5.13 million in Series C-1 redeemable convertible preferred
stock, and a $15.55 million total stockholders' deficit.

For 2011, BDO USA, LLP, in San Diego, California, expressed raise
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has suffered recurring losses from operations, has an accumulated
deficit of $439.6 million and a stockholders' deficit of $15.6
million as of Dec. 31, 2011, and has no current source of
revenues.

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

                       http://is.gd/UhtmE8

                  About La Jolla Pharmaceutical

San Diego, Calif.-based La Jolla Pharmaceutical Company (OTC BB:
LJPC) -- http://www.ljpc.com/-- is a biopharmaceutical company
that has historically focused on the development and testing of
Riquent as a treatment for Lupus nephritis.


LAKE PLEASANT: Plan Confirmation Hearing Scheduled for April 17
---------------------------------------------------------------
The Hon. Redfield T. Baum of the U.S. Bankruptcy Court for the
District of Arizona will convene a hearing on April 17, 2012, at
10:00 a.m., to consider the confirmation of Lake Pleasant Group,
LLP and DLGC II, LLC's First Amended Joint Plan of Reorganization
dated Feb. 27, 2012.

The last day for filing written acceptances or rejections of the
Plan, and written objections to confirmation of the Plan is five
business days prior to the confirmation hearing.

According to the Amended Disclosure Statement, the Plan provides
that:

   1. Allowed Secured Claim of Johnson Bank ($19,363,940): the
Debtors have entered into the Sales Agreement with Pensus.
Pursuant to the terms of the Sales Agreement, Pensus will pay the
Debtors not less than $23,000,000, upon the closing of escrow, to
purchase the Properties and associated rights.  Escrow will be
opened no later than the Effective Date.

   2. Allowed Secured Claim of Zwillinger Greek Zwillinger &
Knecht ($729 and $648, respectively): Commencing on the Effective
Date, the Allowed Secured Claims of Zwillinger will be paid,
through offset against the retainers, in 5 equal monthly
installments.

   3. Allowed Secured Claim of Hornick Contracting Co.: On the
Effective Date, the Allowed Claims of Hornick will be satisfied in
full through payment of $9,000, $2,500 of which will be attributed
to the claim against Lake Pleasant, from the Net Proceeds derived
from the sale of the Debtors' property.

   4. Allowed Secured Claim of Maricopa County: On the Effective
Date, the Allowed Secured Claims of the County will be paid in
full from Net Proceeds derived from the sale of the Debtors'
properties.

   5. On the Effective Date, the Allowed Unsecured Claims will be
paid in full from the Net Proceeds derived from the Sale of the
Debtors' Properties.

A full-text copy of the First Amended Disclosure Statement is
available for free at:

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

                       About Lake Pleasant

Phoenix, Arizona-based Lake Pleasant Group, LLP, was formed for
the purpose of purchasing and developing 244 acres of real
property located near State Route 74 and Old Lake Pleasant Road in
Peoria, Arizona.  The partnership filed for Chapter 11 bankruptcy
protection (Bankr. D. Ariz. Case No. 11-10170) on April 13, 2011.
In its schedules, Lake Pleasant Group disclosed assets of
$15,780,263 and liabilities of $10,301,552 as of the Petition
Date.

Affiliate DLGC II, LLC, simultaneously filed for Chapter 11
protection (Bankr. D. Ariz. Case No. 11-10174).  DLGC owns 210
acres of real property located near State Route 74 and Old Lake
Pleasant Road in Peoria, Arizona.  DLGC also owns interests in
Lake Pleasant Water Company and Lake Pleasant Sewer Company.  DLGC
has valued these interests at $1,313,511 in its schedules.  Mark
W. Roth, Esq., and Wesley D. Ray, Esq., at Polsinelli Shughart PC,
in Phoenix, Ariz., represent the Debtors as counsel.  Earl Curley
& Lagarde PC serves as special zoning counsel; and Morrill &
Aronson, P.L.C. as special counsel for DLGC with respect to
certain condemnation litigation brought by the Arizona Department
of Transportation, which is pending in the Maricopa County
Superior Court as case number CV2010-015022.


LEED CORP: Files Third Amended Plan of Reorganization
-----------------------------------------------------
The Leed Corporation submitted to the U.S. Bankruptcy Court for
the District of Idaho a Third Amended Plan of Reorganization.

The Third Amended Plan consists of four components of the Debtor's
operation, namely (1) the landscaping operations; (2) the rental
operations and real property sales; (3) the winding down of
construction operations; and (4) the pending litigation.  It is
the Debtor's stated purpose under the Plan:

    * First, return the Debtor's primary business operations back
to its landscaping business which has proven to be profitable over
the years.

    * Second, to retain those rental properties that have a
positive cash flow of the existing indebtedness as determined
under Section 506 of the Bankruptcy Code or as stipulated to by
the relevant secured creditors (including the real property in
which interest has been waived for a limited time period), during
the term of the Plan until the time as the Debtor determines the
properties must
be sold (or refinancing is obtained on more favorable terms) --
with the Net Sale Proceeds being distributed to the unsecured
creditors upon closing of the sale on each property.

    * Third, constructions operations will be restricted to the
completion of the Old School Project, which homes can be
completed, in light of the settlement agreements proposed
herein and related financing, and sold for a profit?which Net Sale
Proceeds will be distributed to the unsecured creditors upon close
of the sale of each home.

    * Last, this Plan provides that the Net Litigation Recovery,
if any, will be distributed to unsecured creditors.  The Plan
further provides that with respect to all operations, except the
landscaping operations, that the Debtor will continue to manage
its affairs under the Plan subject to the oversight and input of
the Official Committee of Unsecured Creditors for the duration of
the Plan.

A full-text copy of the Third Amended Plan is available for free
at http://bankrupt.com/misc/LEED_CORPORATION_3rdamendedplan.pdf

                    About The Leed Corporation

Twin Falls, Idaho-based The Leed Corporation -- dba Green Cut
Sprinklers and Landscaping, Leed Corp., Quality Built Homes, Green
Cut Construction, Shoshone Developers, Desert Green Sprinklers &
Landscaping, Green Cut Lawn Care, and Desert Green -- is a real
estate developer, including new construction and land development,
as well as landscaping and related care and maintenance of
existing real estate in southern Idaho, primarily based out of
Shoshone, Idaho.

The Company filed for Chapter 11 protection (Bankr. D. Idaho Case
No. 10-40743) on April 29, 2010.  Robert J. Maynes, Esq., who
has an office in Idaho Falls, Idaho, assists the Debtor in its
restructuring effort.  The Debtor estimated $10 million to
$50 million in assets and $1 million to $10 million in debts in
its Chapter 11 petition.


LYMAN LUMBER: Panel Gets Court OK to Hire Conway MacKenzie
----------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 case of Lyman Lumber Company sought and obtained
permission from the U.S. Bankruptcy Court to retain Conway
MacKenzie, Inc. as its financial advisor.

The firm's rates are:

   Personnel                     Rates
   ---------                     -----
   Kevin Berry                    $395
   Other professionals            $350

Kevin A. Berry, Managing Director of Conway, attests that the firm
is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code.

                     About Lyman Lumber

Lyman Lumber Company sells building supplies, such as framing
beams, roofing materials, siding and drywall to residential
builders.  The 113-year old company and several affiliates sought
Chapter 11 petition (Bankr. D. Minn. Lead Case No. 11-45190) on
Aug. 4, 2011.  Judge Dennis O'Brien presides over the cases.
Lyman Lumber estimated $50 million to $100 million in assets and
$100 million to $500 million in debts.  The petition was signed by
James E. Hurd, president and chief executive officer.

The affiliates that filed for Chapter 11 are: Lyman Holding
Company; Automated Building Components, Inc.; Building Material
Wholesalers; Carpentry Contractors Corp.; Construction Mortgage
Investors Co.; Lyman Development Co.; Lyman Lumber of Wisconsin,
Inc.; Lyman properties LLC; Mid-America Cedar, Inc.; Woodinville
Lumber, Inc.; and Woodinville Construction Services LLC.

Cynthia A. Moyer, Esq., Douglas W. Kassebaum, Esq., James L.
Baillie, Esq., and Sarah M. Gibbs, Esq., at Fredrikson &
Bryon, P.A., serve as bankruptcy counsel.  BGA Management, LLC
d/b/a Alliance Management, developed and executed a sale process
and marketing strategy for the Debtors' assets.

The Official Committee of Unsecured Creditors of Lyman Lumber
Company tapped Fafinsky, Mark & Johnson, P.A., as its counsel.
Alliance Management is the financial and turnaround consultant.

When they filed for bankruptcy, the Debtors had in hand a term
sheet with SP Asset Management, LLC, a unit of Steel Partners
Holdings L.P., to serve as stalking horse bidder for the assets
of the Debtors.  The cash portion of Steel Partners' offer was
$22 million.  New York City-based Steel Partners is a diversified
holding company that owns and operates businesses in a variety of
industries.

The Steel Partners' deal did not include the Debtors' businesses
located in Washington State as well as some other assets in
Minnesota, Wisconsin, and North Carolina.  The Debtors will bring
separate motions to address the sale or other disposition of these
assets.

At an October 2011 auction, SP Asset Management and two other
bidders lost to BlackEagle Partners.  BlackEagle acquired the
Debtors' Midwest operations, including its Chanhassen location,
Automated Building Components, Carpentry Contractors Corp., and
Lyman Lumber of Wisconsin.  BlackEagle paid roughly $23 million.
The transaction was effective Oct. 28, 2011.

BlackEagle Partners -- http://www.blackeaglepartners.com/-- owns
US LBM Holdings, a collection of eight building products
distributors serving the Midwest, Northeast, and Mid-Atlantic in
nine states with more than 40 locations.  US LBM is one of the
fastest growing suppliers of building products in the United
States.


LYONDELL CHEMICAL: Blavatnik Creditor Suit Stays in Bankr. Court
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a ruling last week by U.S. District Judge Denise Cote
said Leonard Blavatnik and other former officers and directors of
Lyondell Chemical Co. must continue defending themselves for the
time being in U.S. Bankruptcy Court in Manhattan.  When the
lawsuit is ready for trial, the case will go to a federal district
judge, according to the ruling.

Mr. Rochelle recounts that directors and officers were sued by a
creditors' trustee based on allegations they exaggerated earnings
to carry out a merger that left the company undercapitalized and
destined to fail.  Last year, the defendants filed motions to
dismiss the suit.  Immediately after the motions were submitted
for the bankruptcy judge to decide, the defendants filed a
separate motion to remove the suit from bankruptcy court.

According to the report, Judge Cote said it wasn't clear whether
the motion to take the case out of bankruptcy court was so-called
forum shopping or a sincere attempt at conserving judicial
resources.  Whatever the motivation, Judge Cote concluded that she
would "benefit from exposure to the bankruptcy court's knowledge
and expertise when it rules on the outstanding" motions to
dismiss.

Judge Cote agreed with the directors and officers that most of the
claims in the suit are ones where the bankruptcy judge doesn't
have power under the U.S. Constitution to make final rulings. She
told the defendants they can have the suit removed from bankruptcy
court when it's ready for trial.  The lawsuit includes claims for
fraudulent transfers, breach of fiduciary duty, mismanagement,
preference, and illegal dividends.

The creditors' trustee also has a lawsuit pending in bankruptcy
court against hundreds of former shareholders to recover the money
they received in the leveraged buyout that preceded bankruptcy.
Hundreds of defendants filed motions to dismiss.  The parties are
awaiting a decision from the judge.

The opinion from district court is Weisfelner v. Blavatnik
(In re Lyondell Chemical Co.), 11-8251, U.S. District Court,
Southern District New York (Manhattan). The lawsuit in
bankruptcy court is Weisfelner v. Blavatnik (In re Lyondell
Chemical Co.), 09-01375, U.S. Bankruptcy Court, Southern
District New York (Manhattan).


MAGUIRE GROUP: Court Will Convene Another Plan Outline Hearing
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida,
according to the case docket, will convene another hearing to
consider adequacy of the Disclosure Statement explaining Maguire
Group Holdings, Inc., et al.'s proposed Plan of Reorganization
dated Jan. 27, 2012.

The U.S. Trustee for Region 21 asked that the Court deny approval
of the Disclosure Statement, absence the amendments to deal with
the objections.  The U.S. Trustee also asked that the Court
convert the case to Chapter 7.

According to the U.S. Trustee:

    I. There is improper classification of substantially similar
       claims pursuant Section 1122 of the Bankruptcy Code.

   II. The Debtors fail to comply with Section 1129 (a)(1), (3)
       and (10) of the Bankruptcy Code.

  III. The Plan is not confirmable under Section 1129(b) of the
       Bankruptcy Code due to unfair discrimination.

As reported in the Troubled Company Reporter on March 7, 2012,
according to the Disclosure Statement, based on the Debtors' views
as to the value of their estates and their projected cash flows,
the Debtors concluded that they would be unable to pay the total
of either of the known and potential litigation-related unsecured
claims or unsecured claims arising from the 2009 Transaction and
subsequent related transactions.  On the other hand, given the
fundamental importance of the sub-consultants in Class 4 of the
Plan (General Unsecured Claims Necessary for the Continued
Operation of the Reorganized Debtors) to the Debtors' future, the
Debtors believe that it is absolutely necessary to pay the allowed
claims of the Class 4 sub-consultants in full over a brief period
of time.

Accordingly, the Debtors' restructuring efforts focused on
creating a stand-alone Chapter 11 plan that would provide (i) the
sub-consultant appearing in Class 4 of the Plan a distribution
totaling 100% of their allowed claims, to be paid over nine months
from the Effective Date; and (ii) a distribution to the holders of
allowed remaining unsecured claims not necessary for the Debtors'
reorganization that have been placed in in Class 5 of the Plan,
including the holders of known and potential litigation-related
unsecured claims and other unsecured claims arising from the 2009
Transaction and subsequent related transactions, equal to a pro
rata share of cash from a "pot plan" distribution.

The Plan contemplates that the combination of a necessary and
substantial contribution by Carlos Duart (in the amount of
$350,000), along with the Debtors' cash on hand, together with the
cash flow from the Debtors' future operations and a guaranty of
payment to be provided by Carlos Duart with respect to the payment
of all allowed claims under the Plan, will be sufficient and used
to (i) pay all unclassified claims, including Allowed
Administrative Expense Claims (including Professional Claims),
Priority Tax Claims and Statutory Fees; (ii) fund the Disputed
Claims Reserve; and (iii) make distributions to the holders of
allowed claims in each of the classes that will (or could) receive
distributions under the Plan, including Class 1, Class 3.

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

                   About Maguire Group Holdings

Maguire Group Holdings, Inc., along with affiliates, sought
Chapter 11 protection (Bankr. S.D. Fla. Case No. 11-39347) on
Oct. 24, 2011.  Attorneys at Berger Singerman, P.A. now known as
Berger Singerman LLP, is bankruptcy counsel.  Kurtzman Carson
Consultants LLC is the claims and notice agent.  Berkowitz Dick
Pollack & Brant serves as their financial advisors.  Rasky
Baerlein Strategic Communications, Inc., is the communications
consultant.  Maguire Group Inc. disclosed $6,526,196 in assets and
$46,760,759 in liabilities.

The United States Trustee said until further notice, it will not
appoint an official committee under 11 U.S.C. Sec. 1102 in the
bankruptcy case of Maguire Group.


MARTIN MIDSTREAM: Moody's Issues Summary Credit Opinion
-------------------------------------------------------
Moody's Investors Service issued a summary credit opinion on
Martin Midstream Partners L.P. and includes certain regulatory
disclosures regarding its ratings.  The release does not
constitute any change in Moody's ratings or rating rationale for
Martin Midstream Partners L.P.

Moody's current ratings on Martin Midstream Partners L.P. are:

Long Term Corporate Family Ratings (domestic currency) Rating of
B1

Speculative Grade Liquidity Rating of SGL-3

Probability of Default Rating of B1

BACKED Senior Unsecured (domestic currency) Rating of B3

LGD BACKED Senior Unsecured (domestic currency) Assessment of 84
- LGD5

RATINGS RATIONALE

Martin Midstream Partners L.P.'s B1 Corporate Family Rating
reflects the company's relatively small size and scale;
concentrated operations in the US Gulf Coast; exposure to volume
and price risk, particularly in its gathering and processing
business, NGL distribution business and in parts of its sulfur
business; and the inherent risks in the MLP business model. The B1
rating also considers the company's diversified business profile;
niche market positions; high level of fee-based cash flows and the
benefit from minimum volume commitments in its terminalling
business; its supportive GP; relatively conservative financial
leverage profile and seasoned management team.

The stable outlook assumes that the company will maintain
relatively conservative financial leverage, with material
acquisitions financed with a meaningful equity component. While a
positive rating action is unlikely over the near-term, MMLP's
ratings could improve through a material increase in size and
scale with a similar business risk profile, combined with a debt
to EBITDA ratio under 4.0x, as adjusted by Moody's. Growth into
higher risk businesses, increased leverage (debt/EBITDA greater
than 4.5x) or poor operating performance could negatively impact
MMLP's ratings. Credit deterioration at MRMC could also negatively
impact MMLP's ratings.

The principal methodology used in rating Martin Midstream Partners
L.P. was the Global Midstream Energy Industry Methodology
published in December 2010. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.


MAYPORT WHOLESLE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Mayport Wholesle Seafood Inc.
          dba Ocean Gallery Seafood
        P.O. Box 458
        Green Cove Springs, FL 32043

Bankruptcy Case No.: 12-02036

Chapter 11 Petition Date: March 28, 2012

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

Judge: Paul M. Glenn

Debtor's Counsel: Bryan K. Mickler, Esq.
                  LAW OFFICES OF MICKLER & MICKLER
                  5452 Arlington Expressway
                  Jacksonville, FL 32211
                  Tel: (904) 725-0822
                  Fax: (904) 725-0855
                  E-mail: court@planlaw.com

Estimated Assets: $0 to $50,000

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

The Company's list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/flmb12-02036.pdf

The petition was signed by Bonita Dasher, president.


METEX DEMOLITION: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Metex Demolition LLC
        2034 Progressive Drive
        Dallas, TX 75212

Bankruptcy Case No.: 12-31963

Chapter 11 Petition Date: March 30, 2012

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtor's Counsel: Joyce W. Lindauer, Esq.
                  8140 Walnut Hill Ln., Suite 301
                  Dallas, TX 75231
                  Tel: (972) 503-4033
                  Fax: (972) 503-4034
                  E-mail: courts@joycelindauer.com

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

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

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

The petition was signed by Suleman Sohani, manager/CEO.


MGM RESORTS: Has $1 Billion Underwriting Pact with Merrill Lynch
----------------------------------------------------------------
MGM Resorts International, on March 15, 2012, entered into an
underwriting agreement among the Company, the guarantors and
Merrill Lynch, Pierce, Fenner & Smith Incorporated, as
representative of the several underwriters.  Pursuant to the
Underwriting Agreement and subject to the terms and conditions,
the Company agreed to sell $1.0 billion in aggregate principal
amount of 7.75% senior notes due 2022 to the Underwriters, and the
Underwriters agreed to purchase the Notes for resale to the
public.  The Notes are fully and unconditionally guaranteed by
each of the Guarantors.

A copy of the Underwriting Agreement is available for free at:

                        http://is.gd/swKvOC

                         About MGM Resorts

MGM Resorts International (NYSE: MGM) --
http://www.mgmresorts.com/-- has significant holdings in gaming,
hospitality and entertainment, owns and operates 15 properties
located in Nevada, Mississippi and Michigan, and has 50%
investments in four other properties in Nevada, Illinois and
Macau.

The Company reported net income of $3.23 billion in 2011 and a net
loss of $1.43 billion in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $27.76
billion in total assets, $17.88 billion in total liabilities and
$9.88 billion in total stockholders' equity.

                         Bankruptcy Warning

Any default under the senior credit facility or the indentures
governing the Company's other debt could adversely affect its
growth, its financial condition, its results of operations and its
ability to make payments on its debt, and could force the Company
to seek protection under the bankruptcy laws.

                           *     *     *

As reported by the TCR on Nov. 14, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on MGM Resorts
International to 'B-' from 'CCC+'.   "The rating upgrade reflects
MGM's solid performance thus far in 2011, and our expectation that
MGM will continue benefitting from improving performance trends on
the Las Vegas Strip, particularly on the lodging side of the
business," said Standard & Poor's credit analyst Ben Bubeck.  "MGM
maintains weak credit measures, including operating lease-adjusted
debt to wholly owned EBITDA of over 11x and EBITDA coverage of
interest of just 1.0x. Still, we believe recent strong performance
trends are reducing refinancing risk in the company's
intermediate- term debt maturities, and expect credit measures to
continue to gradually improve modestly in 2012."

In the Nov. 21, 2011, edition of the TCR, Moody's Investors
Service upgraded MGM Resorts International's Corporate Family and
Probability of Default ratings to B2, its senior secured rating to
Ba2, and its senior unsecured notes to B3. MGM has an SGL-3
Speculative Grade.  The B2 rating reflects Moody's view that
continued earnings improvement at MGM's 51% owned Macau joint
venture increases the likelihood of a dividend distribution that
would help improve the company's liquidity profile. The B2
Corporate Family Rating also reflects Moody's view that positive
lodging trends in Las Vegas will continue through 2012 and will
help improve MGM's leverage and coverage metrics modestly.


MONEY TREE: Creditors' Panel Wants Chapter 11 Trustee
-----------------------------------------------------
The official committee of unsecured creditors for The Money Tree,
Inc., and The Money Tree of Georgia, Inc., ask the Bankruptcy
Court to appoint a chapter 11 trustee.

According to the Committees, to date, despite having been in
bankruptcy for over two months, the Debtors have articulated no
discernible strategy for reorganizing or liquidating their assets.
Moreover, neither the Debtors, nor the advisors, have any
semblance of control or knowledge if their financial condition.
To the contrary, the Debtors have used their lengthening stay in
bankruptcy to liquidate their assets and pay insiders the
proceeds, while seeking a vague investment from a third party to
reorganize.

Prior to the bankruptcy filing, the Debtors accumulated
liabilities, primarily from the sale of debentures to individuals,
in excess of $92 million.  The Committees said many, if not the
large majority of these individual creditors are retired and
previously relied on the interest income from the debentures to
pay their living expenses.  The Debtors have acknowledged making
misstatements in their 10-Q and 10-K public filings with the
Securities and Exchange Commission, which misstatements grossly
inflated the value of the Debtors' assets.  These public filings
contained financial information that the Debtors' individual
creditors relied on when making investment decisions.

The Committees are still investigating the Debtors' financial
affairs but there is a distinct possibility that the Debtors have
been funding their operations over the last 10 years primarily
from the sale of debentures rather than through earnings from
loans to consumers.

The Committees have sought discovery on an informal basis from the
Debtors.  Despite the Committees' request, the Debtors have not
permitted the Committees' financial advisors to review the
Debtors' records, but have instead insisted upon having all
communications go through counsel.  This has severely hampered the
Committees ability to obtain information regarding the Debtors'
operations and financial affairs.

                       About Money Tree

Bainbridge, Georgia-based The Money Tree Inc. --
http://www.moneytreeinc.com/-- operates a network of lending
branches across the Southeast, concentrated in Georgia, Florida
and Alabama.  The Company and four affiliates filed for Chapter 11
bankruptcy (Bankr. M.D. Ala. Case Nos. 11-12254 thru 11-12258) on
Dec. 16, 2011.  The other debtor-affiliates are Small Loans, Inc.,
The Money Tree of Louisiana, Inc., The Money Tree of Florida Inc.,
and The Money Tree of Georgia of Georgia Inc.  Judge William R.
Sawyer oversees the case, replacing Judge Dwight H. Williams, Jr.
Max A. Moseley, Esq., at Baker Donelson Bearman Caldwell & Berkow,
P.C., serves as the Debtors' counsel.  The Debtors hired Warren,
Averett, Kimbrough & Marino, LLC, as restructuring advisors.

Money Tree's consolidated balance sheet reported $34,859,189 in
assets, $92,655,010 in liabilities, and $57,795,821 in total
stockholders' deficit.  The petitions were signed by Biladley D.
Bellville, president.

The Company's subsidiary, Best Buy Autos of Bainbridge Inc., is
not a party to the bankruptcy filing and intends to operate its
business in the ordinary course.


MONTANA ELECTRIC: Trustee's Lawyer Confident of Turnaround Plan
---------------------------------------------------------------
Richard Ecke, writing for greatfallstribune.com reports that
Denver attorney John C. Parks, Esq., who works for Southern
Montana Electric's Chapter 11 trustee, Lee Freeman, has expressed
confidence a reorganization plan can be formulated for the benefit
of creditors and that will give Southern Montana's members and
individual customers reasonable power rates.

According to the report, Mr. Freeman is working to develop a plan
that would keep the member power contracts in place while
safeguarding the value of creditors' interests in the Southern
Montana co-op.  The report notes Mr. Parks pointed out Mr. Freeman
is obligated under federal bankruptcy law "to provide more value
to creditors" than they would receive if Southern Montana were
dissolved.

The report recounts Great Falls City Commissioner Bob Jones, who
represents the city's Electric City Power arm on the Southern
Montana Electric board, and Dave Kelsey, Yellowstone Valley
Electric's officer on the Southern Montana board, think SME could
be dissolved through Chapter 7 of the bankruptcy code.  In the
alternative, they want to be allowed to leave the co-op.

Both Yellowstone Valley and the city of Great Falls sued in state
court to be released from their contracts with Southern Montana,
but those state cases have been stayed while the federal
bankruptcy case proceeds.

The report says the six-member Southern Montana board is split
over such issues.  According to the report, five months into the
bankruptcy case, chances appear slim that Southern Montana would
be dissolved through Chapter 7.

According to the report, Mr. Parks said it's not surprising some
officials from Great Falls and Yellowstone Valley would favor
dissolution of the co-op.  Mr. Parks acknowledged that would be
"an easy way out" for Southern Montana members who want to leave,
but he said it was "completely self-serving" for officials to push
that option.

The report notes it's not even a majority yet on the Southern
Montana board in favor of a Chapter 7 move.  The Beartooth
Electric co-op at a recent annual meeting sided with Great Falls
and Yellowstone Valley in saying it would vote no on all issues at
the meeting.

The report adds three cooperatives continue to support a
continuation of Southern Montana, including the Tongue River co-op
in southeastern Montana.

The report relates State Public Service Commission Chairman
Travis Kavulla said he is surprised three co-ops still support
reorganization.  He said Southern Montana members would have more
clout with the court if they were united.  In any case, even if
all of Southern Montana's members suddenly favored dissolution, a
Chapter 7 move might be very harmful to creditors led by
Prudential entities, which provided the biggest power plant loan
of $75 million to Southern Montana.

                  About Southern Montana Electric

Based in Billings, Montana, Southern Montana Electric Generation
and Transmission Cooperative, Inc., was formed to serve five
other electric cooperatives.  The city of Great Falls later joined
as the sixth member.  Including the city, the co-op serves a
population of 122,000.  In addition to Great Falls, the service
area includes suburbs of Billings, Montana.

Southern Montana filed for Chapter 11 bankruptcy (Bankr. D.
Mont. Case No. 11-62031) on Oct. 21, 2011.  Southern Montana
estimated assets of $100 million to $500 million and estimated
debts of $100 million to $500 million.  Timothy Gregori signed the
petition as general manager.

Jon E. Doak, Esq., at Doak & Associates, P.C., in Billings,
Montana, served as the Debtor's counsel.  In December 2011,
Southern Montana also sought permission to employ the Goodrich Law
Firm, P.C., as general co-counsel.

Also in December, Lee A. Freeman was appointed as Chapter 11
trustee.  The co-op agreed to a request for appointment of a
Chapter 11 trustee.  Mr. Freeman retained Horowitz & Burnett,
P.C., as his counsel and Waller & Womack, P.C., as local counsel.

In January 2012, members and creditors of SME succeeded in
unseating the coop's attorney, Jon Doak.  He reached an agreement
with the Chapter 11 trustee to withdraw his application to serve
as SME's bankruptcy lawyer.

The United States Trustee for Region 18 appointed an Official
Committee of Unsecured Creditors in the case.  The Committee is
represented by Harold Dye and Dye & Moe, PLLP.


MUNSON BUILDERS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Munson Builders, Inc.
        116 Fiske Street
        Fairfield, CT 06825

Bankruptcy Case No.: 12-50567

Chapter 11 Petition Date: March 27, 2012

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

Judge: Alan H.W. Shiff

Debtor's Counsel: James G. Verrillo, Esq.
                  ZEISLER AND ZEISLER, P.C.
                  558 Clinton Avenue
                  P.O. Box 3186
                  Bridgeport, CT 06605
                  Tel: (203) 368-4234
                  Fax: (203) 367-9678
                  E-mail: jverrillo@zeislaw.com

Estimated Assets: $0 to $50,000

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

The Company's list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/ctb12-50567.pdf

The petition was signed by Calvin F. Munson, president.


MUSCLEPHARM CORP: Authorized Common Shares Hiked to 2.5 Billion
---------------------------------------------------------------
MusclePharm Corporation filed an amendment to the Company's
articles of incorporation with the Secretary of State of the State
of Nevada, to increase the Company's authorized common stock from
1 billion shares of common stock, par value $0.001 per share, to
2.5 billion shares of common stock, par value $0.001 per share.

In January 2012, the Company instituted a convertible debt
retirement program, pursuant to which the Company initiated a buy-
back all of its outstanding convertible promissory notes.  Under
the Program, the Company has used cash flow from operations and
mezzanine financing to retire the Notes.  As of March 29, 2012,
the Company has retired an aggregate of $5,523,327 of derivative
debt, with (i) $3,045,577 in cash and (ii) 55,000,000 shares of
the Company's common stock.  Over the past ninety days the Company
has reduced its derivative debt and related derivative liability
exposure on the balance sheet by $5,523,327.

                         About MusclePharm

Headquartered in Denver, Colorado, MusclePharm Corporation
(OTC BB: MSLP) -- http://www.muslepharm.com/-- is a healthy life-
style company that develops and manufactures a full line of
National Science Foundation approved nutritional supplements that
are 100% free of banned substances.  MusclePharm is sold in over
120 countries and available in over 5,000 U.S. retail outlets,
including GNC and Vitamin Shoppe.  MusclePharm products are also
sold in over 100 online stores, including bodybuilding.com,
Amazon.com and Vitacost.com.

Berman & Company, P.A., in Boca Raton, Florida, expressed
substantial doubt about MusclePharm's ability to continue as a
going concern, following the Company's 2010 results.  The
independent auditors noted that the Company had a net loss of
$19.6 million and net cash used in operations of $3.8 million for
the the year ended Dec. 31, 2010; and a working capital deficit
and stockholders' deficit of $2.8 million and $1.7 million,
respectively, at Dec. 31, 2010.

The Company also reported a net loss of $12.33 million on
$13.07 million of sales for the nine months ended Sept. 30, 2011,
compared with a net loss of $8.67 million on $3.13 million of
sales for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$5.71 million in total assets, $10.86 million in total
liabilities, and a $5.14 million total stockholders' deficit.


NAUTICA LAKES: Has Until April 13 to Respond to Case Dismissal Bid
------------------------------------------------------------------
Bankruptcy Judge Robert A. Gordon signed off on a stipulation and
consent order between Nautica Lakes, Inc., and creditor D.S.C. of
Newark Enterprises, Inc., giving the Debtor through and including
April 13, 2012, to file an opposition or other response to the
request of D.S.C. of Newark Enterprises to dismiss the Chapter 11
case.  A copy of the Stipulation and Consent Order dated March 30,
2012, is available at http://is.gd/6QJBi2from Leagle.com.

Stephen B. Gerald, Esq., and Alan C. Lazerow, Esq. --
sgerald@wtplaw.com and alazerow@wtplaw.com -- at Whiteford Taylor
Preston, LLP in Baltimore, argue for D.S.C. of Newark Enterprises,
Inc.

Nautica Lakes, Inc., based in Columbia, Maryland, filed for
Chapter 11 bankruptcy (Bankr. D. Md. Case No. 12-11820) on Feb. 2,
2012, estimating $1 million to $10 million in assets and debts.
The petition was signed by Bethany H. Hooper, senior vice
president and treasurer.  Alan M. Grochal, Esq., at Tydings &
Rosenberg LLP, in Baltimore, represents the  Debtor.


NEIMAN MARCUS: Moody's Says Special Dividend No Impact on B2 CFR
----------------------------------------------------------------
Moody's Investors Service on March 30 stated that Neiman Marcus
Group, Inc.'s announcement that it was paying a special dividend
of $442.6 million has no immediate impact on either the B2
Corporate Family Rating , Speculative Grade Liquidity rating of
SGL-1, or the stable outlook.

The principal methodology used in rating Neiman Marcus Group, Inc.
was the Global Retail Industry Methodology published in June 2011.

Neiman Marcus Group Inc., headquartered in Dallas, TX, operates 41
Neiman Marcus stores, 2 Bergdorf Goodman stores, 6 CUSP stores, 30
clearance centers, and a direct business. Total revenues are about
$4.2 billion.


NEW HOPE: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: New Hope Hospitality, LLC
        dba Hampton Inn & Suites
        8000 Warren Pkwy., #206
        Frisco, TX 75034

Bankruptcy Case No.: 12-31959

Chapter 11 Petition Date: March 30, 2012

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtor's Counsel: Arthur I. Ungerman, Esq.
                  One Glen Lakes Tower
                  8140 Walnut Hill Ln., No. 301
                  Dallas, TX 75231
                  Tel: (972) 239-9055
                  Fax: (972) 239-9886
                  E-mail: arthur@arthurungerman.com

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

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

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

The petition was signed by Jagmohan Dhillon, managing member.


NOBLEHOUSE TECHNOLOGIES: Case Summary & Creditors List
------------------------------------------------------
Debtor: NobleHouse Technologies, Inc.
        4 Airline Drive
        Albany, NY 12205

Bankruptcy Case No.: 12-10797

Chapter 11 Petition Date: March 28, 2012

Court: U.S. Bankruptcy Court
       Northern District of New York (Albany)

Judge: Robert E. Littlefield, Jr.

Debtor's Counsel: Richard L. Weisz, Esq.
                  HODGSON RUSS LLP
                  677 Broadway
                  Albany, NY 12207
                  Tel: (518) 465-2333
                  E-mail: Rweisz@hodgsonruss.com

Scheduled Assets: $937,693

Scheduled Liabilities: $8,362,163

The Company's list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/nynb12-10797.pdf

The petition was signed by Harold M. Armstrong, Jr., vice
president.


OMNICARE INC: Moody's Rates $390MM Sr. Subordinated Notes 'Ba3'
---------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Omnicare,
Inc.'s new $390 million of senior subordinated convertible notes
that were offered as part of an exchange offer for $257 million of
its existing 3.75% senior subordinated convertible notes due 2025.
All other ratings for Omnicare remain unchanged.

"Although this exchange offer adds some incremental debt to
Omnicare's balance sheet, deleveraging is still expected to occur,
albeit a bit more slowly than previously expected," said Diana
Lee, a Moody's Senior Credit Officer.

Moody's views this as a shareholder friendly transaction, as
existing notes were exchanged for new notes at current market
values, resulting in about $130 million of incremental debt. The
interest rate is unchanged at 3.75%. Changes in terms include
extension of maturities to 2042, establishment of a new strike
price and cash flow benefits over the life of the bonds.

Rating assigned:

Omnicare, Inc.

New Convertible Senior Subordinated Notes (due 2042) at Ba3,
LGD4, 53%

Ratings unchanged/LGD assessments revised:

Omnicare, Inc.

Corporate Family Rating at Ba3

Probability of Default Rating at Ba3

Unsecured Term Loan A at Baa3, LGD2, 14%

Unsecured Revolver at Baa3, LGD2, 14%

Existing Convertible Senior Subordinated Notes (due 2025) at
Ba3, LGD4, 53%

Convertible Senior Notes at B2, LGD5, 85%

Subordinate Shelf Rating of (P)Ba3

Omnicare Capital Trust I

Backed PIERS Trust Preferreds at B2, LGD6, 94%

Omnicare Capital Trust II

Backed PIERS Trust Preferreds at B2, LGD6, 94%

RATINGS RATIONALE

Omnicare's Ba3 CFR reflects its leading position in the long term
care pharmacy space but also moderately high leverage.

Because of uncertainty associated with the reimbursement
environment for long-term care pharmacy operators, the ratings
assume that Omnicare will continue to deleverage. The Federal
Trade Commission's (FTC's) filing of an administrative complaint
against Omnicare, blocking its bid for PharMerica, and Omnicare's
subsequent decision to drop its bid lessens the likelihood that
the company will take on incremental debt in the near term.

In recent quarters, the company has demonstrated better bed
retention rates, easing concerns regarding competitive pressures.
Although Moody's believes that cuts to nursing home rates will
affect pricing, these and other reimbursement changes (including
AMP rates and MACs for generic drugs) should be offset by
increased profits from generic drug conversions, organic bed
growth and an expanding specialty care business.

The stable outlook reflects Moody's belief that Omnicare will not
engage in large debt-financed transactions, post-PharMerica, and
that operating improvements will offset negative effects of
reimbursement changes, resulting in solid cash flow generation.
Over the outlook period, retained cash flow to debt is expected to
remain in the 12-14% range and the company is expected to
deleverage such that debt/EBITDA approaches 3.75 times. For fiscal
year 2011, debt/EBITDA was about 4.1 times, down from 4.3 times at
year end 2010.

The ratings could be downgraded if there are material negative
reimbursement changes or if the company engages in large debt
financed acquisitions. Retained cash flow to debt that is below
the low-to-mid teens level or debt/EBITDA sustained above 3.75
times could support a downgrade. The ratings could be upgraded if
Omnicare is able to demonstrate a conservative approach to growth,
sustained bed retention rates, better profitability and greater
diversification beyond long term care pharmacy services. Retained
cash flow to debt approaching 20% and debt/EBITDA sustained below
2.5 times could help support an upgrade.

The principal methodology used in this rating was Global
Distribution and Supply Chain Services published in November 2011.

Omnicare, Inc. (OCR), headquartered in Covington, Kentucky, is the
leading provider of institutional pharmacy services to the long
term care sector.


PACIFIC MONARCH: Wants to Amend APA to Include Two Real Properties
------------------------------------------------------------------
Pacific Monarch Resorts, Inc., et al., ask the U.S. Bankruptcy
Court for the Central District of California to approve the
amendment to DPM Acquisition, LLC Asset Purchase Agreement.

The Debtors relate that the amendment modifies Disclosure Schedule
11.14(a) to include: (i) an undivided, fractional interest in real
property owned by PMR in Las Vegas, Nevada, commonly referred to
as the Cancun Resort; and (ii) a single condominium unit owned by
PMR constituting unit A325 in the Cedar Breaks Lodge & Spa, Brian
Head, Utah.

The Debtors note that these parcels of property were always
intended to be acquired by DPM and to represent part of the
consideration to DPM under the DPM APA.  By adding the legal
descriptions of the two interests in real property, the proposed
Amendment merely clarifies that the Additional Parcels will be
transferred to DPM upon the closing of the contemplated sale.

The Debtor state that on Jan. 13, 2012, the Court approved the
sale of the Debtors' assets under the terms of the DPM APA.  DPM
constituted the "stalking-horse bid" for the sale.

The Debtors set an April 5, 2012, hearing at 10:00 a.m. on their
proposed sale of assets.

                      About Pacific Monarch

Pacific Monarch Resorts, Inc., and its affiliated debtors operate
a "timeshare business" business.  The Debtors filed voluntary
Chapter 11 petitions (Bankr. C.D. Calif. Lead Case No. 11-24720)
on Oct. 24, 2011, disclosing $100 million to $500 million in both
assets and debts.  The affiliated debtors are Vacation Interval
Realty Inc., Vacation Marketing Group Inc., MGV Cabo LLC,
Desarrollo Cabo Azul, S. de R.L. de C.V., and Operadora MGVM S. de
R.L. de C.V.

Based in Laguna Hills, California, Pacific Monarch and its
affiliates generate revenue primarily from the sale and financing
of "vacation ownership points" in a timeshare program commonly
known and marketed as "Monarch Grand Vacations," a multi-location
vacation timeshare program that establishes a uniform plan for the
development, ownership, use and enjoyment of specified resort
accommodations for the benefit of its members.  MGV is a nonprofit
mutual benefit corporation whose members are timeshare owners, and
it is administered by a board of directors elected by MGV members.

As of the Petition Date, MGV owned Resort Accommodations within
these resorts: Palm Canyon Resort (Palm Springs), Riviera Oaks
Resort & Racquet Club (Ramona), Riviera Beach & Spa Resort -
Phases I and II (Dana Point), Riviera Shores Beach (Dana Point),
Cedar Breaks Lodge (Brian Head), Tahoe Seasons Resort (South Lake
Tahoe), Desert Isle of Palm Springs (Palm Springs), the Cancun
Resort (Las Vegas), and the Cabo Azul Resort (Los Cabos, Mexico).
Future Vacation Accommodations are currently in the pre-
development stage in Kona, Hawaii and Las Vegas, Nevada.
Additionally, the Cabo Azul Resort has construction in progress on
two buildings.

The Pacific Monarch entities do not include the entities that
actually own the timeshare properties that have been dedicated to
use by the purchasers of timeshare points.  The trusts that own
the properties are not liable for the Pacific Monarch entities'
obligations.

MGV is not a debtor.

Judge Erithe A. Smith presides over the jointly administered
cases.  Lawyers at Stutman, Treister & Glatt PC, in Los Angeles,
serve as counsel to the Debtors.  The petition was signed by Mark
D. Post, chief executive officer and director.

Houlihan Lokey Capital, Inc., serves as investment baker to the
Debtors.  Raymond J. Gaskill, Esq., represents the Debtors as
special timeshare counsel.  Greenberg, Whitcombe & Takeuchi, LLP,
serves as the Debtors' special counsel for employment and labor
matters.  Lesley, Thomas, Schwarz & Postma, Inc., serves as the
Debtors' tax and vacation ownership points accountants.  White &
Case LLP is the Debtors' special tax counsel.

Attorneys at Brinkman Portillo Ronk, PC, serve as counsel to the
Official Committee of Unsecured Creditors.

Creditor Ikon Financial Services is represented by Christine R.
Etheridge.  Creditor California Bank & Trust is represented in the
case by Michael G. Fletcher at Frandzel Robins Bloom & Csato, L.C.
Marshall F. Goldberg, Esq. at Glass & Goldberg argues for creditor
Fifth Third Bank.  Creditor The Macerich Company is represented by
Brian D. Huben, Esq. at Katten Muchin Rosenman LLP.  Interested
Party DPM Acquisition is represented by Joshua D. Wayser, Esq. at
Katten Muchin Rosenman LLP.


PDC Energy: Moody's Issues Summary Credit Opinion
-------------------------------------------------
Moody's Investors Service issued a summary credit opinion on PDC
Energy and includes certain regulatory disclosures regarding its
ratings. The release does not constitute any change in Moody's
ratings or rating rationale for PDC Energy.

Moody's current ratings on PDC Energy are:

Long Term Corporate Family Ratings (domestic currency) Rating of
B2

Probability of Default Rating of B2

Senior Unsecured (domestic currency) Rating of B3

Speculative Grade Liquidity Rating of SGL-3

LGD Senior Unsecured (domestic currency) Assessment of 75 - LGD5

RATINGS RATIONALE

The B2 CFR reflects PDC Energy's small scale and concentration in
the Rocky Mountain Region, offset by low finding and development
(F&D) costs, a large and well diversified drilling inventory,
considerable flexibility with the size of its capital expenditure
program, and significant liquids production. While the company's
rapid expansion into several newer plays will likely increase
scale, diversification, and liquids production, PDC's short track
record in these newer plays increases its business risk profile
and significant debt funding of negative free cash flow could lead
to rising leverage on production and reserves.

The outlook is stable. Moody's would consider an upgrade if
average daily production were to increase to 40 mboe/d with debt /
average daily production sustained below $20,000 / boe, assuming
returns and business risk profile do not deteriorate as a result
of expansion into areas where the company has a shorter track
record. Moody's could downgrade the company if debt to average
daily production were to increase to $30,000 / boe or if PDC's
returns and/or business risk profile were to deteriorate due to
poor performance while expanding into areas where the company has
a shorter track record.

The principal methodology used in rating PDC Energy was the Global
Independent Exploration and Production Industry Methodology
published in December 2011. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.


PEORIA COMMERCE: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Peoria Commerce Developers, LLC
        1226 N. Tamiami Trail, Suite 301
        Sarasota, FL 34236

Bankruptcy Case No.: 12-06612

Chapter 11 Petition Date: March 30, 2012

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Debtor's Counsel: Richard Drake, Esq.
                  BARSKI DRAKE, PLC
                  14500 N Northsight Boulevard, Suite 200
                  Scottsdale, AZ 85260
                  Tel: (602) 441-4700
                  Fax: (602) 680-4305
                  E-mail: rdrake@bdlawyers.com

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

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

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

The petition was signed by Jane Thompson, authorized
representative.


PETROQUEST ENERGY: Moody's Issues Summary Credit Opinion
--------------------------------------------------------
Moody's Investors Service issued a summary credit opinion on
PetroQuest Energy, Inc. and includes certain regulatory
disclosures regarding its ratings. The release does not constitute
any change in Moody's ratings or rating rationale for PetroQuest
Energy, Inc.

Moody's current ratings on PetroQuest Energy, Inc are:

Long Term Corporate Family Ratings (domestic currency) Rating of
B3

Senior Unsecured (domestic currency) Rating of Caa1

Speculative Grade Liquidity Rating of SGL-2

LGD Senior Unsecured (domestic currency) Assessment of 69 - LGD4

Probability of Default Rating of B3

BACKED Senior Unsecured Shelf (domestic currency) Rating of
(P)Caa1

BACKED Subordinate Shelf (domestic currency) Rating of (P)Caa2

BACKED Preferred Shelf (domestic currency) Rating of (P)Caa3

BACKED Preferred shelf -- PS2 (domestic currency) Rating of
(P)Caa3

RATINGS RATIONALE

PetroQuest's B3 Corporate Family Rating reflects the company's
small scale in terms of total proven developed reserves and
production, which continues to have material concentrations in the
Gulf Coast and GOM shelf. However, the B3 rating recognizes the
company's track record over the last several years to diversify
its portfolio mix away from the very short lived Gulf coast basin
and the GOM shelf into longer lived properties. Nevertheless,
PetroQuest's efforts to diversify its portfolio have resulted in
an increased focus on unconventional resource plays, which tend to
be capital intensive and commodity price sensitive.

The stable rating outlook assumes the company will limit material
increases in financial leverage, as measured on a debt/PD reserve
basis, successfully replace reserves at reasonable costs for the
B3 rating, and prudently manage its capital spending program given
lower natural gas prices. While unlikely over the near-term,
positive rating action over the medium term would likely be a
function of increased scale, including a track record of
consistent production and reserve growth (with reserve additions
balanced between PDs and PUDs) at competitive costs. Acquisitions
funded with sufficient equity that add scale and durability to the
existing property base without materially pressuring leverage on
the PD reserve base could also be positive for the ratings. The
ratings or outlook could be pressured if the company experiences
weakness in its liquidity profile, sequential quarterly production
trends were to materially decline, capital productivity
deteriorates, or leverage on PD reserves materially increases.

The principal methodology used in rating PetroQuest Energy, Inc
was the Global Independent Exploration and Production Industry
Methodology published in December 2011. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.


PHEONIX LLC: Case Summary & 3 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Pheonix, LLC.
        15461 National Avenue
        Los Gatos, CA 95032

Bankruptcy Case No.: 12-52429

Chapter 11 Petition Date: March 30, 2012

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

Judge: Arthur S. Weissbrodt

Debtor's Counsel: Pro Se

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/canb12-52429.pdf

The petition was signed by Sam Ruiz, manager.


PHYSIOTHERAPY ASSOCIATES: Moody's Assigns B2 CFR; Outlook Stable
----------------------------------------------------------------
Moody's Investors Service assigned B2 Corporate Family and
Probability of Default Ratings to Physiotherapy Associates
Holdings, Inc. (Physiotherapy). Moody's also assigned a Ba2 (LGD
2, 11%) rating to the company's proposed senior secured credit
facility and a B3 (LGD 4, 67%) to a proposed offering of senior
unsecured notes. Moody's understands that the proceeds of the
offerings, along with an equity contribution from Court Square
Capital Partners and members of management, would be used to
finance the acquisition of Physiotherapy and refinance its
existing debt. The outlook for the ratings is stable.

The following ratings have been assigned:

$25 million senior secured revolving credit facility, Ba2
(LGD 2, 11%)

$100 million senior secured term loan, Ba2 (LGD 2, 11%)

$210 million senior unsecured notes, B3 (LGD 4, 67%)

Corporate Family Rating, B2

Probability of Default Rating, B2

RATINGS RATIONALE

The B2 Corporate Family Rating reflects Moody's expectation that
the company will operate with a significant debt load following
the leveraged buyout. Challenges in growing revenue and modest
free cash flow are likely to persist in the near term. Further,
Moody's considered the competitive operating environment and
relatively low barriers to entry. However, the rating is supported
by the company's strong presence, in a fragmented market,
geographic diversification and favorable payor mix.

The stable outlook reflects Moody's expectation that the company
will see modest earnings growth despite challenges in growing
volumes and lower price growth. Moody's expects that the company
will continue to supplement organic growth with de novo projects
and acquisitions but will be disciplined in the use of incremental
debt.

Given the company's small size and Moody's expectation of a modest
absolute amount of free cash flow, Moody's would like to see the
company's metrics strongly positioned at levels usually expected
of higher rated companies prior to a rating upgrade. If Moody's
gains comfort that some of the challenges around top-line and cash
flow growth are abating and leverage was expected to be sustained
below 4.5 times and retained cash flow to net debt approached 15%,
the ratings could be upgraded.

Moody's could downgrade the rating if the company increases
leverage or if cash flow weakens such that free cash flow is
expected to be negative. This could be the result of volume
declines or prolonged working capital and bad debt issues stemming
from earlier billing and collection issues.

The principal methodology used in rating Physiotherapy Associates
Holdings, Inc was the Global Healthcare Service Providers Industry
Methodology published in December 2011. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

Physiotherapy Associates Holdings, Inc. provides outpatient
physical therapy services, such as general orthopedics, spinal
care and neurological rehabilitation. The company also provides
orthotics and prosthetics services. The company generated $356
million in revenue in the year ended December 31, 2011 before
considering the provision for doubtful accounts.


PINNACLE AIRLINES: Asks Court to Approve $74MM Loan From Delta
--------------------------------------------------------------
Pinnacle Airlines Corp. and its debtor-affiliates seek Bankruptcy
Court permission to obtain post-petition financing from Delta Air
Lines, Inc., their largest customer.

Delta -- and other lender institutions selected by Delta --
committed to provide up to an aggregate principal amount of
$74,285,000 under a Super-Priority Debtor In Possession Credit
Agreement.

The DIP Facility provides for $30 million in new money to Pinnacle
and the roll up of $44,285,046 in pre-bankruptcy debts owed by
Pinnacle to Delta.

The DIP Facility may be converted to a five-year exit financing
facility if the Debtors obtain confirmation of a chapter 11 plan
and achieve other specified conditions.

The Debtors need money to fund working capital for, and for other
general corporate purposes of, the Debtors, including the payment
of expenses of administration in the Chapter 11 cases; repay in
full amounts outstanding under a promissory note, and pay fees and
expenses, including reasonable attorneys' fees and expenses due
and payable under the DIP Financing Documents.

The Debtors said that as of the bankruptcy filing date, they have
roughly $45 million in available cash.  Their projections show
that, by the end of June 2012, they will have less than $5 million
in available funds remaining if they did not receive the Delta DIP
loan and Delta were authorized to exercise their set-of rights,
which the Debtors believe is insufficient to operate their
business in the ordinary course.  The Debtors also said they found
no other viable alternative financing and engaged in extensive
negotiations with Delta over the terms of the comprehensive
agreement.

The Debtors also propose to grant adequate protection to Delta, in
its capacity as pre-petition Promissory Note Lender, in respect of
its interests in the collateral that secures obligations under the
Promissory Note if, and to the extent that, the Promissory Note
remains unpaid.  The Debtors also propose to allow Delta a general
unsecured claim for Delta's damages as a result of the
modifications to a 2007 CRJ-900 Agreement.

Pinnacle Holdings, Pinnacle Airlines and Mesaba Aviation Inc., as
borrowers, and Delta, as lender, are parties to a Promissory Note,
dated as of July 1, 2010.  The Promissory Note bears interest at a
rate of 12.5% per annum and matures on July 15, 2015.  It is
secured by certain flight simulator equipment used in operating
Mesaba, capital stock of Mesaba, books records and other documents
and any intangibles, and proceeds.

The Debtors said the costs of the DIP Facility financing are
reasonable.  The DIP Facility has the same 12.5% interest rate as
the Debtors' pre-petition secured promissory note with Delta and
Delta will not receive any fees for lending the Debtors an
additional $30 million.

The Debtors also seek permission to assume amended operating
agreements with Delta, their largest customer, which agreements
resolve various disputes between the parties and will form the
underpinnings of a viable long-term business plan.

As part of the overall agreement, pre-petition, Delta and the
Debtors entered into amendments to all three of the Delta
Connection Agreements.  The amendments allow the Debtors to exit
the 2007 CRJ-900 Agreement, which is unprofitable for the Debtors,
and provide for an orderly wind-down of the CRJ-900 flying under
such agreement.  The two remaining Delta Connection Agreements are
the cornerstone of the Debtors' reorganized business plan and will
account for nearly 100% of the Debtors' projected future flying
and revenues.

Pre-bankruptcy, the Debtors and Delta resolved all outstanding
disputes under the Delta Connection Agreements through a mutual
set-off of various disputed claims between the parties.  The
settlement took into account the costs and delays associated with
such litigation and the merits of each party's position regarding
various contractual disputes between the parties under the Delta
Connection Agreements.

The DIP Facility matures on the earliest of: (i) one year from the
Petition Date, (ii) the substantial consummation of a sale of
substantially all of the assets of any Obligor, (iii) the
effective date of any Chapter 11 plan of reorganization of any
Obligor, and (iv) the acceleration of the loans or termination of
the Commitment under the DIP Facility, including, without
limitation, as a result of the occurrence of an Event of Default.

                  About Pinnacle Airlines Corp.

Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/--
a $1 billion airline holding company with 7,800 employees, is the
parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.;
and Colgan Air, Inc.  Flying as Delta Connection, United Express
and US Airways Express, Pinnacle Airlines Corp. operating
subsidiaries operate 199 regional jets and 80 turboprops on more
than 1,540 daily flights to 188 cities and towns in the United
States, Canada, Mexico and Belize.  Corporate offices are located
in Memphis, Tenn., and hub operations are located at 11 major U.S.
airports.

Pinnacle Airlines Inc. and its affiliates, including Colgan Air,
Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East
Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012.

Lawyers at Davis Polk & Wardwell LLP, and Akin Gump Strauss Hauer
& Feld LLP serve as the Debtors' counsel.  Barclays Capital and
Seabury Group LLC serve as the Debtors' financial advisors.  Epiq
Systems - Bankruptcy Solutions serves as the claims and noticing
agent.  The petition was signed by John Spanjers, executive vice
president and chief operating officer.

Pinnacle Airlines' balance sheet at Sept. 30, 2011, showed $1.53
billion in total assets, $1.42 billion in total liabilities and
$112.31 million in total stockholders' equity.


PINNACLE AIRLINES: Delta Requires Plan Confirmation in 9.5 Months
-----------------------------------------------------------------
Pinnacle Airlines Corp. said in a court filing it intends to use
the Chapter 11 process to continue implementing a comprehensive
turnaround plan aimed at addressing its operational and financial
challenges in a rapidly evolving regional airline industry.

John Spanjers, executive vice president and chief operating
officer, said in a court filing that the basic components of the
Debtors' in-court business plan are:

A. United Wind-Down

The Debtors have reached an agreement with United Airlines and
Export Development Canada (which is owed $690 million on long term
notes secured by Q400 and CRJ-900 aircraft) to wind-down their
United Q400 and Saab 340 flying and ground operations by the end
of 2012.  To address the losses that were being incurred by the
Debtors under its capacity purchase agreement with United, United
has agreed to increase the rates paid to the Debtors thereunder
and to pay EDC directly for the Debtors' continued use of certain
Q400 aircraft during the wind-down period.  Aircraft flown
pursuant to these agreements with United, consisting of leased and
owned Q400s and Saab 340s, will gradually be decommissioned
through November 2012, with the completion of the wind-down for
the Saab 340 aircraft expected to be completed in July.  As the
Q400 aircraft are removed from service, they will be abandoned to
EDC, in exchange for EDC's waiving any administrative claims and
limiting its deficiency claim on account of the Q400 aircraft and
United's providing certain cash and other consideration.

B. EAS

45. The Debtors are still parties to certain "essential air
service" agreements with the U.S. Department of Transportation,
covering a small number of Saab 340 aircraft flown for US Airways
and United.  The Debtors intend to terminate this flying by July
2012.

C. Delta

Delta Air Lines has committed to provide the Debtors with DIP
financing in the amount of $74,285,000 for one year, at an annual
interest rate of 12.5%.  There are no fees payable to Delta
in connection with the DIP financing, although the Debtors are
obligated to pay the fees and expenses of Delta's attorneys and
financial advisers.  The DIP contains a number of milestones,
including delivery of an acceptable long-term business plan and
achievement of certain cost savings through negotiated settlements
with the Debtors' labor unions or a Section 1113 proceedings.
Upon satisfaction of certain specified conditions, Delta has
agreed to convert the DIP financing into a 5-year exit financing
facility.

The DIP financing is part of an overall package agreed to by the
parties, which includes the resolution of all outstanding disputes
under the parties' existing CPAs through a setoff, as well as
certain modifications of those CPAs.  Among the modifications made
to the CPAs, Delta and the Debtors agreed to an orderly five-month
wind-down of certain CRJ-900 flying, beginning in January 2013.
Delta and the Debtors have agreed that Delta will have an allowed
unsecured claim for its damages relating to the modifications to
the CPA governing such CRJ-900 flying, including the early
termination of such flying, in an amount to be determined by the
Bankruptcy Court.  Under the other CPA governing CRJ-900 flying,
Delta and the Debtors agreed to modified rates and the elimination
of the 2013 rate reset and pilot rate reset. With respect to the
CPA governing CRJ-200 flying, Delta and the Debtors agreed to
modified rates and margin, elimination of the 2013 rate reset and
pilot rate reset, and extension of the term of the CPA by four and
a half years until 2022.

D. Labor Concessions

The Debtors will be seeking wage reductions and other concessions
from their labor unions to ensure the viability of the Debtors'
business.  The Debtors hope that consensual agreements can be
reached with each of their unions.

                      DIP Facility Milestones

In addition to events of default and case milestones typical for
similar post-petition financings, Delta also insisted that it
would only provide the DIP Facility on condition that the Debtors
achieve these milestones:

     i) By no later than 30 days after the Petition Date, the
Debtors shall deliver to the DIP Lenders and their counsel a
comprehensive business plan and projected budget for a period of 6
years, including specified information;

    ii) By no later than the earlier of (i) 30 days after entry of
a final order or final orders by the Bankruptcy Court granting the
Section 1113 Motions or approving a settlement regarding
modifications of the CBAs and (ii) 195 days after the Petition
Date, the Debtors must file a Chapter 11 Plan and disclosure
statement that are reasonably acceptable to the DIP Lenders;

   iii) By no later than 90 days after the Plan Filing Date, the
Debtors must have obtained confirmation of a Chapter 11 Plan that
is reasonably acceptable to the Lenders and shall include the Exit
Note;

    iv) By no later than 30 days after the Petition Date, the
Debtors shall deliver proposals seeking modifications to the CBAs
as contemplated in section 1113(b)(1) of the Bankruptcy Code to
the authorized representatives of the employees covered by each of
the CBAs together with all relevant information needed for the
unions to evaluate such proposals;

     v) By no later than 45 days after the delivery of proposals
seeking modification to the CBAs, unless a settlement has been
reached regarding modification of the CBAs (in form and substance
reasonably acceptable to the DIP Lenders), the Debtors must file
Section 1113 Motions and, contemporaneously therewith, the Debtors
must file the ?Section 1113 Scheduling Motion; and

    vi) In the event that Section 1113 Motions are filed, by no
later than 90 days following the date that the Section 1113
Motions are filed, the Bankruptcy Court shall have entered a final
order or final orders granting the Section 1113 Motions or
approving a settlement regarding modifications of the CBAs (in
each case, reasonably acceptable to the DIP Lenders).

The Debtors say the Milestones are achievable.  Where appropriate,
the Debtors have already begun work, analyses and negotiations in
preparation for meeting the applicable deadlines.  Specifically,
the Debtors have (i) prepared a preliminary 6-year business plan
with guidance from the DIP Lenders in order to have the requisite
business plan and budget finalized within 30 days of the Petition
Date and (ii) conducted the necessary analyses and begun preparing
proposals to present to the appropriate Labor Groups regarding
modification of the CBAs, which the Debtors expect will be ready
for delivery within 30 days of the Petition Date.

                       First Day Hearing

Judge Robert E. Gerber convened the "first day" hearing on April
2, 2012.  At the hearing, the judge signed interim orders for the
first day motions.   The judge, among other things, granted
interim approval to the Debtors' request to pay prepetition claims
of shippers and prepetition wages.

                 Prepetition Capital Structure

As of Nov. 30, 2011, Pinnacle has $1.51 billion in assets, $1.40
billion in liabilities, and stockholders' equity of $107.8
million.

The list of 5 largest secured claims show that Export Development
of Canada is owed $424.4 million on debt secured by 28 Q400
aircraft and 2 spare engines and $265.7 million on a debt secured
by CRJ900 aircraft.  Delta Air is owed $44.3 million on a
promissory note secured by Mesaba stock, and other assets.  CIT
Bank is owed $33.7 million on a spare parts financing facility.
General Electric Capital Corp. is owed $2.8 million on a
promissory note.

                  About Pinnacle Airlines Corp.

Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/--
a $1 billion airline holding company with 7,800 employees, is the
parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.;
and Colgan Air, Inc.  Flying as Delta Connection, United Express
and US Airways Express, Pinnacle Airlines Corp. operating
subsidiaries operate 199 regional jets and 80 turboprops on more
than 1,540 daily flights to 188 cities and towns in the United
States, Canada, Mexico and Belize.  Corporate offices are located
in Memphis, Tenn., and hub operations are located at 11 major U.S.
airports.

Pinnacle Airlines Inc. and its affiliates, including Colgan Air,
Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East
Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012.

Judge Robert E. Gerber presides over the case.  Lawyers at Davis
Polk & Wardwell LLP, and Akin Gump Strauss Hauer & Feld LLP serve
as the Debtors' counsel.  Barclays Capital and Seabury Group LLC
serve as the Debtors' financial advisors.  Epiq Systems -
Bankruptcy Solutions serves as the claims and noticing agent.  The
petition was signed by John Spanjers, executive vice president and
chief operating officer.

Pinnacle Airlines' balance sheet at Sept. 30, 2011, showed $1.53
billion in total assets, $1.42 billion in total liabilities and
$112.31 million in total stockholders' equity.


PINNACLE AIRLINES: To Wind Down Operations Under UAL Deal
---------------------------------------------------------
Pinnacle Airlines Corp. and Colgan Air Inc. seek Bankruptcy Court
permission to reject a 2007 capacity purchase agreement and
related agreements with United Air Lines, Inc. and Continental
Airlines, Inc. and terminate a related guarantee.

Pinnacle Airlines and Colgan also seek permission to perform under
a term sheet with Continental, United Air Lines, Inc., and Export
Development Canada pursuant to which, inter alia, (A) Colgan will
perform flight and related services for United respect to:

     (1) 25 of the SAAB 340 and SAAB 340B+ aircraft owned, leased
         or subleased by Colgan as of the Petition Date,

     (2) 28 Q400 and Q400NG aircraft owned by Colgan and financed
         by EDC, and

     (3) three Q400 spare engines owned by Colgan and, except with
         respect to one Q400 Covered Engine, financed by EDC.

The Debtors also seek to perform under a term sheet with EDC and
United pursuant to which, inter alia, the Debtors and EDC will
extend the 60-day period provided for under section 1110 of the
Bankruptcy Code with respect to the Q400 Covered Equipment, other
than the Excluded Engine.

Pinnacle will guarantee Colgan's performance under the United Term
Sheet.

Pinnacle Airlines and Colgan intend to wind down their operations
under the Capacity Purchase Agreement and ancillary agreements
over time as the deals impose significant losses.  They will turn
over the related Q400 Covered Aircraft to EDC as the flying winds
down, in full or partial satisfaction of the debt secured by the
relevant aircraft.  By winding down the flying over time and then
turning the aircraft over to EDC pursuant to the negotiated
arrangements, rather than ceasing the flying immediately and
abandoning the aircraft non-consensually, the Debtors will, among
other things, (a) avoid potential administrative claims, (b) avoid
or minimize prepetition general unsecured claims, (c) avoid
operational and labor inefficiencies, and (d) make a profit on the
wind-down flying.

Since 2007, Colgan has operated a fleet of Q400 and Q400NG
aircraft under the Capacity Purchase Agreement, under which
Continental pays Colgan pre-set rates for specified flying,
regardless of the number of passengers on board the aircraft or
the amount of revenue collected from such passengers.  Under this
arrangement, Colgan is largely responsible for its operating
costs, subject to reimbursement for certain items by Continental.
The Capacity Purchase Agreement does not terminate in accordance
with its terms until 2021.  The operations under the Capacity
Purchase Agreement are now conducted under the United Express name
and serve a number of the nation's airports.

The ancillary agreements provide for ground handling, fuel service
and certain other supplemental service arrangements related to the
Capacity Purchase Agreement.  The ancillary agreements are tied to
and reliant upon the Capacity Purchase Agreement.

Over time, the Debtors said it has become apparent that the
Capacity Purchase Agreement does not provide sufficient
reimbursement to Colgan for its actual operating costs or future
operational cost increases.  As a result, Colgan has experienced
and will continue to experience significant losses under the
Capacity Purchase Agreement.  Due in part to material increases in
maintenance and labor costs, the Capacity Purchase Agreement was
particularly unfavorable for Colgan in 2011; Colgan experienced a
loss in excess of $11,000,000 in 2011 on account of operations
under the Capacity Purchase Agreement.

As part of the Debtors' attempts to effectuate an out-of-court
restructuring, the Debtors and United entered into a binding
letter agreement dated as of Feb. 1, 2012, to, among other things,
temporarily address the unfavorable economics for Colgan under the
Capacity Purchase Agreement.  The Letter Agreement provided Colgan
with improved economics for the period from Feb. 1, 2012, to and
including April 2, 2012.

The Letter Agreement provided United with the right to elect,
prior to the expiration of the Amendment Period, to extend the
term of the Letter Agreement to effectuate a gradual wind-down of
the regional air services provided under the Capacity Purchase
Agreement.  United did not so elect, and so, as of the Petition
Date, the Letter Agreement has no further force and effect.

On Jan. 20, 2012, the Debtors extended their short-term liquidity
by reaching an agreement with EDC to defer until April 2, 2012
$16.6 million of payments due during the period from Jan. 14, 2012
to March 31, 2012.  However, EDC indicated that it would not agree
to further payment deferrals unless the Debtors reached a long-
term agreement with United, which the Debtors were unable to do.

Absent rejection of the Rejected Agreements, the Debtors said the
unfavorable terms of the Capacity Purchase Agreement would again
govern the provision of regional air services with respect to the
Q400 Covered Equipment.

The Debtors, United and EDC have negotiated in good faith the
terms under which Colgan will provide services postpetition on a
basis that protects and benefits the interests of the Debtors'
estates, while at the same time minimizing the disruption to
United's flight operations and the nation's air transportation
system.

Under the United Term Sheet, Colgan will provide United with Post-
Petition Regional Air Services over a gradual wind down period
ending on, in the case of the SAAB Covered Aircraft, July 31,
2012, and, in the case of the Q400 Covered Equipment, Nov. 30,
2012.  Importantly, the United Term Sheet provides that Colgan
will provide the Post-Petition Regional Air Services throughout
the duration of the wind-down period at a profit, pursuant to
economic terms better than those provided for in the Letter
Agreement, and significantly better than those provided for in the
Capacity Purchase Agreement.

In return for Colgan's provision of the Post-Petition Regional Air
Services during the wind-down period in accordance with the United
Term Sheet, United has agreed, in addition to the enhanced
economic terms for services during the period, (i) to reduce its
pre-petition general unsecured claim against Colgan by $5,000,000
-- or, if United's aggregate pre-petition general unsecured claim
(if any) against Colgan is less than $5,000,000, by such lesser
amount -- (ii) to allow Colgan to retain $1,000,000 received from
the Department of Transportation in respect of certain flying,
which Colgan otherwise would have been required to turn over to
United pursuant to the Letter Agreement and (iii) that the
provision of the Post-Petition Regional Air Services will be taken
into account in the calculation of United's prepetition damages
arising from the rejection of the Rejected Agreements and the
termination of the Guarantee.

All of the Q400 Covered Equipment is owned by Colgan and, other
than the Excluded Engine, is financed by EDC pursuant to financing
and related agreements.  Colgan's obligations under the Q400
Financing Agreements are guaranteed by Pinnacle and are secured by
the Q400 Covered Equipment (other than the Excluded Engine).  The
Applicable Debtors seek approval to perform their obligations
under the EDC Term Sheet, which operates as a section 1110(b)
agreement to extend the period during which the automatic stay
protections of section 362 of the Bankruptcy Code will apply to
each item of Q400 Covered Equipment (other than the Excluded
Engine).

Under the EDC Term Sheet, the Debtors will be deemed for all
purposes to have returned to EDC, as of the Petition Date, each of
the items of Q400 Covered Equipment (other than the Excluded
Engine).  The Debtors are not required to pay EDC for Colgan's
continued use and operation of the Q400 Covered Equipment during
this extension period.  Instead, pursuant to the United Term Sheet
and in consideration of Colgan's provision of the Post-Petition
Regional Air Services, United will pay EDC directly for Colgan's
continued use and operation of the Q400 Covered Equipment (other
than the Excluded Engine) in an amount separately agreed between
United and EDC.

The EDC Term Sheet provides that this deemed return by Colgan will
not give rise to any administrative expense claims on account of
any of the Q400 Financing Agreements (including in respect of
return conditions) in the Applicable Debtors' chapter 11 cases or
otherwise.  So long as the Q400 Covered Equipment is ultimately
placed back into service for United under a replacement flying
arrangement, EDC will also have no general unsecured claim on
account of the Q400 Financing Agreements.

Pursuant to the EDC Term Sheet, EDC will be entitled to take
possession of each item of Q400 Covered Equipment (other than the
Excluded Engine) after it is wound down pursuant to the United
Term Sheet and to dispose of the equipment without further
obligation to any Debtor.

Due to confidentiality concerns, the Debtors have attached
redacted copies of the Term Sheets to their Motion.  However, the
Debtors will provide unredacted copies of the Term Sheets to the
Court, the U.S. Trustee and, on a confidential basis, the advisors
to any official committee of unsecured creditors appointed in
these chapter 11 cases.

                  About Pinnacle Airlines Corp.

Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/--
a $1 billion airline holding company with 7,800 employees, is the
parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.;
and Colgan Air, Inc.  Flying as Delta Connection, United Express
and US Airways Express, Pinnacle Airlines Corp. operating
subsidiaries operate 199 regional jets and 80 turboprops on more
than 1,540 daily flights to 188 cities and towns in the United
States, Canada, Mexico and Belize.  Corporate offices are located
in Memphis, Tenn., and hub operations are located at 11 major U.S.
airports.

Pinnacle Airlines Inc. and its affiliates, including Colgan Air,
Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East
Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012.

Lawyers at Davis Polk & Wardwell LLP, and Akin Gump Strauss Hauer
& Feld LLP serve as the Debtors' counsel.  Barclays Capital and
Seabury Group LLC serve as the Debtors' financial advisors.  Epiq
Systems - Bankruptcy Solutions serves as the claims and noticing
agent.  The petition was signed by John Spanjers, executive vice
president and chief operating officer.

Pinnacle Airlines' balance sheet at Sept. 30, 2011, showed $1.53
billion in total assets, $1.42 billion in total liabilities and
$112.31 million in total stockholders' equity.


PINNACLE AIRLINES: List of Its 50 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Pinnacle Airlines Corp.
        One Commerce Square, 40 S. Main St.
        13th Floor
        Memphis, Tennessee

Bankruptcy Case No.: 12-11343

Debtor-affiliates that filed separate Chapter 11 petitions:

        Debtor                                   Case No.
        ------                                   --------
        Colgan Air, Inc.                         12-11344
        Mesaba Aviation, Inc.                    12-11345
        Pinnacle Airlines, Inc.                  12-11346
        Pinnacle East Coast Operations Inc.      12-11342

Type of Business:  Pinnacle Airlines Corp. (NASDAQ: PNCL) a
                   $1 billion airline holding company with
                   7,800 employees, is the parent company of
                   Pinnacle Airlines, Inc.; Mesaba Aviation,
                   Inc.; and Colgan Air, Inc.  Flying as
                   Delta Connection, United Express and US
                   Airways Express, Pinnacle Airlines Corp.
                   operating subsidiaries operate 199 regional
                   jets and 80 turboprops on more than 1,540
                   daily flights to 188 cities and towns in
                   the United States, Canada, Mexico and Belize.
                   Corporate offices are located in Memphis,
                   Tenn., and hub operations are located at 11
                   major U.S. airports.

                   Web site: http://www.pncl.com/

Chapter 11 Petition Date: April 1, 2012

Court: U.S. Bankruptcy Court
       Southern District of New York

Debtors'
Counsel   : Marshall S. Huebner, Esq.
            Damian S. Schaible, Esq.
            Darren S. Klein, Esq.
            DAVIS POLK & WARDWELL LLP
            450 Lexington Avenue
            New York, NY 10017
            Tel: (212) 450-4000
            Fax: (212) 450-6539
            E-mail: marshall.huebner@davispolk.com
                    damian.schaible@davispolk.com
                    darren.klein@davispolk.com

                         - and -

            AKIN GUMP STRAUSS HAUER & FELD LLP
            1 Bryant Park
            New York, NY 10036
            Tel: (212) 872-1000
            Fax: (212) 872-1002

Debtors'
Financial
Advisors  : BARCLAYS CAPITAL
            200 Park Avenue
            New York, NY 10166
            Tel: (212) 412-4000
            Fax: (212) 412-7300

                  - and -

            SEABURY GROUP LLC
            1350 Avenue of the Americas
            25th Floor
            New York, NY 10019
            Tel: (212) 284-1133
            Fax: (212) 284-1144

Debtors'
Claims and
Noticing
Agent     : EPIQ SYSTEMS - BANKRUPTCY SOLUTIONS
            757 Third Avenue, 3rd Floor
            New York, NY 10017
            Tel: (646) 282-2500
            Fax: (646) 282-2501

Total Assets: $1,539,488,000 as of Sept. 30, 2011

Total Liabilities: $1,427,172,000 as of Sept. 30, 2011

The petition was signed by John Spanjers, executive vice president
and chief operating officer.

Consolidated List of Creditors Holding 50 Largest Unsecured
Claims:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
United Air Lines,                  Contract           Unliquidated
Inc. / Continental
Airlines, Inc.
77 W. Wacker Drive
Chicago, IL 60601

Richard A. Fiore
Senior Counsel, Litigation &
Regulatory
United Airlines- HDQLD
77 West Wacker Drive,
16th Floor
Chicago, IL 60601
312.997.8077
E-mail: richard.fiore@united.com

Fairbrook Leasing, Inc.            Contract           Unliquidated
21300 Ridgetop Circle
Sterling, VA 20133
Phone: (703) 406-7214
Fax: (703) 406-7224

Siemens Financial Services, Inc.   Contract           Unliquidated
Attn: Vice President, Credit
170 Wood Avenue South
Iselin, NJ 08830-2704
Phone: (800) 327-4443
Fax: (732) 476-3469

Standard Aero                      Aircraft           $3,753,156
33 Allen Dyne Road                 Maintenance
Winnipeg, MB R3H 1A1               Parts and
Canada                             Services
Phone: (204) 789-1818
Fax: (204) 789-1836

Accommodations Plus                Crew Hotel         $3,693,857
International                      Charges
1200 Route 109
Lindenhurst, NY 11757
Phone: (516) 798-4444
Fax: (516) 797-9653

Nationwide                         Crew Hotel         $3,344,025
Hospitality, Inc.                  Charges
85 West Algonquin Road
Arlington Heights, IL 60005
Phone: (800) 642-7310
Fax: (847) 718-9480

The Port Authority of              Landing Fees       $2,815,438
NY & NJ
P.O Box 95000
Philadelphia, PA 19195-3020
Phone: (212) 435-5833 /
(212) 435-5839
Fax: (212) 435-5846

Wayne County Airport               Landing Fees       $2,474,583
$2,474,583
Authority
Attn: Finance
L C Smith Terminal?
Mezzanine
Detroit, MI 48242
Phone: (734) 942-3566 /
(734) 942-3687
Fax: (734) 955-5737

Delta Air Lines, Inc.              Aircraft/Engine    $2,055,979
P.O. Box 102509                    Rent and EAS
Atlanta, GA 30348
Phone: (404) 773-3480
Fax: (404) 715-5042

CSA Leasing Corp.                  Contract           Unliquidated
343 Commercial St.
#109 Union Wharf
Boston, MA 02109

c/o Global Aircraft Leasing,       Contract           Unliquidated
LLC
Attn: President or Manager
10667 Aviation Lane
Manassas, VA 20110

Lambert Leasing, Inc.              Contract           Unliquidated
Attn: President
21300 Ridgetop Circle
Sterling, VA 20166
Phone: (703) 406-7200

Aerocentury Corp.                  Contract           Unliquidated
Attn: Marc J. Anderson
1440 Chapin Avenue,
Suite 310
Burlingame, CA 94010
Phone: (650) 340-1880
Fax: (650) 696-3929

Bombardier Services Corp           Aircraft           $1,785,137
2400 Aviation Way                  Maintenance
Bridgeport, WV 26330               Parts and
Phone: (304) 842-6300 /            Services
(304) 848-5048
Fax: (304) 842-3632

Honeywell International Inc.       Aircraft           $1,653,556
4150 Lind Avenue S.W.              Maintenance
Renton, WA 98057                   Parts and
Phone: (425) 885-3711              Services
Fax: (425) 656-2728

General Electric Aircraft          Aircraft           $1,478,169
Engines                            Maintenance
P.O. Box 640950                    Parts and
Pittsburgh, PA 15219-0950          Services

Messier Services Americas          Aircraft           $1,427,393
Ave De La Noria 131                Maintenance
Parque Industrial Queretaro        Parts and
Queretaro Qro                      Services
Mexico, CP 76220
Phone: (442) 192-5800
Fax: (422) 192-5801

Bombardier, Inc.                   Aircraft           $1,383,575
3819 Collection Drive West         Maintenance
Chicago, IL 60693                  Parts and
Phone: (514) 861-9481              Services
Fax: (514) 855-8385

Pratt & Whitney Canada Corp.       Aircraft           $1,375,351
1000 Marie-Victorin                Maintenance
Longueuil, QC J4G 1A1              Parts and
Canada                             Services
Phone: (450) 468-2555/
(450) 647-6812/(514) 865-9090
Fax: (231) 798-0150/
(450) 468-7807

Aar Aircraft Services              Aircraft           $1,238,757
6611 S Meridain                    Maintenance
Oklahoma City, OK 73159            Parts and
Phone: (405) 218-3000              Services
Fax: (405) 218-3619

Lufthansa Systems AG               Computer Systems   $1,216,655
Attn: Attn: Joe Puangco &
Michael Schmidtborn
AM Weiher 24
D-65451 Kelsterbach
Germany
Phone: (41) 44 828-6590
Fax: (41) 44 828-6599 /
(305) 536 8908

Flight Safety International        Aircraft            $979,323
Inc.                               Simulator
P.O. Box 75691                     Rentals
Charlotte, NC 28275
Phone: (718) 565-4144
Fax: (817) 276-7501

Minneapolis-St Paul                Landing Fees        $950,647
International Airport
Metropolitan Airport
Commission
6040 28th Avenue South
Minneapolis, MN 55450
Phone: (612) 726-8100

Rockwell International             Aircraft            $940,250
5159 Southridge Parkway            Maintenance
Atlanta, GA 30349-5966             Parts and
Phone: (319) 295-7987              Services
Fax: (319) 295-4092

Philip H. Trenary                  Former Chief       Unliquidated
Attn: Lynn Buhler                  Executive
c/o The Buhler Law Firm            Director
One Commerce Square,
Suite 1525
Memphis, TN 38103
Phone: (901) 507-9007
Fax: (901) 202-4742

Shelby County Tennessee            Property Taxes      $825,286
Attn: Trustee
200 Jefferson Avenue,
Suite 336
Memphis, TN 38103-2328

APPH Wichita, Inc.                 Aircraft            $772,542
1445 Sierra Drive                  Maintenance
Wichita, KS 67209                  Parts and
Phone: (866) 817-9995/             Services
(316) 943-5752
Fax: (316) 943-9655

Kronos Canadian Systems Inc.       Computer Systems    $652,580
3535 Queen Mary Road
Suite 650
Montreal QC H3V1H8
Canada
Phone: (514) 345-0580
Fax: (514) 345-0422

Douglas W. Shockey                 Former Chief       Unliquidated
Attn: Lynn Buhler                  Operating
c/o The Buhler Law Firm            Officer
One Commerce Square,
Suite 1525
Memphis, TN 38103
Phone: (901) 507-9007
Fax: (901) 202-4742

Michelin Aircraft Tire Corp.       Aircraft             $582,904
One Parkway South                  Maintenance
Greenville, SC 29615               Parts and
Phone: (864) 422-7027              Services
Fax: (864) 422-7071

City Of Houston Dept of            Landing Fees         $534,226
Aviation
Attn: Finance
P.O. Box 60106
Houston, TX 77205-0106
Phone: (281) 233-1383 /
(281) 233-1379

Metro Washington                    Landing Fees         $470,655
Airports Authority
IAD Airport
P.O. Box 402816
Atlanta, GA 30353-2816
Phone: (703) 417-8723
Fax: (703) 417-8984

FedEx ERS                           Freight Charges      $429,442
P.O. Box 371741
Pittsburgh, PA 15262-7741
Phone: (412) 234-5494
Fax: (973) 335-8204

Embraer Aircraft Maintenance        Aircraft             $352,615
Services, Inc.                      Maintenance
10 Airways Boulevard                Parts and
Nashville, TN 37217                 Services
Phone: (615) 367-2100
Fax: (615) 367-4327

South Carolina Dept of Revenue      Property Taxes       $327,844
Property Division
P.O. Box 125
Columbia, SC 29214
Phone: (803) 737-3880
Fax: (803) 737-0592

Rockwell Collins, Inc.              Aircraft             $318,207
Dept 0875                           Maintenance
P.O. Box 120875                     Parts and
Dallas, TX 75312-0875               Services
Phone: (319) 263-2968 /
(800) 713-7693

Aerotek Aviation, LLC               Aircraft             $310,967
P.O. Box 198531                     Maintenance
Atlanta, GA 30384-8531              Parts and
Phone: (866) 466-0420               Services
X35486
Phone: (770) 953-5677
Fax: (770) 952-7067

Lambert St Louis                    Landing Fees         $282,974
International Airport
P.O. Box 10212
St. Louis, MO 63145-0212
Phone: (314) 426-8000

Future Aviation Inc.                Aircraft             $271,819
P.O. Box 116785                     Maintance
Atlanta, GA 30368-6785              Parts and
Phone: (239) 225-0101               Services
Fax: (239) 225-0340

Cincinnati/Northern                 Landing Fees         $257,719
Kentucky International
Airport
Attn: Director of Aviation
P.O. Box 752000
Cincinnati, OH 45275
Phone: (859) 767-3151

City Of Memphis                     Property Taxes       $240,953
Attn: Treasurer
P.O. Box 185
Memphis, TN 38101-1085
Phone: (901) 576-6500
Fax: (901) 576-6200

Chicago-O?Hare International        Landing Fees         $239,897
Airport
Customer Service
P.O. Box 66142
Chicago, IL 60666
Phone: (773) 686-3700
Fax: (773) 686-3573

Saab Support and Services,          Aircraft             $225,698
LLC                                 Maintenance
21300 Ridgetop Circle               Parts and
Sterling, VA 20166                  Services
Phone: (703) 406-7200
Fax: (703) 406-7266

Goodrich Corporation                Aircraft             $218,649
4115 Corporate Center Drive         Maintenance
Monroe, NC 28110                    Parts and
Phone: (704) 282-2521               Services
Fax: (704) 282-2560

Pemco World Air Services,           Aircraft            $203,700
Inc.                                Maintenance
100 Pemco Drive                     Parts and
Dothan, AL 36303-9617               Services
Phone: (334) 983-7015
Fax: (334) 983-7040

Aviall Services, Inc.               Aircraft            $202,061
P.O. Box 842267                     Maintenance
Dallas, TX 75284-2267               Parts and
Phone: (972) 586-1716               Services
Fax: (972) 586-1726

NAV Canada                          Navigation          $179,245
77 Metcalfe Street                  Fees
Ottawa, ON K1P 5L6
Canada
Phone: (800) 209-0864
Fax: (613) 563-3426

H+S Aviation Limited                Aircraft            $177,191
Airport Service Road                Maintenance
Portsmouth, Hampshire PO3           Parts and
5PJ                                 Services
United Kingdom
Phone: +44 (0) 23 9230 4000
Fax: +44 (0) 23 9230 4020

Nashville International             Landing Fees        $175,895
Airport
One Terminal Drive
Suite 501
Nashville, TN 37214
Phone: (615) 275-1675
Fax: (615) 275-4001

City of Romulus                     Properties          $170,395
11111 Wayne Road                    Taxes
Romulus, MI 48174
Phone: (732) 942-7580
Fax: (734) 941-5541

Dowty Propellers                                        $141,002
114 Powers Court
Sterling, VA 20166-9321
Phone: (703) 421-4430
Fax: (703) 450-0087


PLATINUM PROPERTIES: Wants Until Aug. 17 to File Chapter 11 Plan
----------------------------------------------------------------
Platinum Properties, LLC, et al., ask, in a third motion, the U.S.
Bankruptcy Court Southern District of Indiana to extend their
exclusive periods to file and solicit acceptances for a proposed
plan of reorganization until Aug. 17, 2012, and Oct. 18,
respectively.

The Debtors relate that they need additional time to continue
negotiations with creditors, gather additional information during
the upcoming construction season, analyze and project market
trends more effectively, and formulate a viable exit strategy.

The Debtors set an April 4, hearing at 3:30 p.m., on their
requested exclusivity extensions.

              About Platinum Properties and PPV LLC

Indianapolis, Indiana-based Platinum Properties, LLC, is a
residential real estate developer.  Platinum acquires land,
designs the projects, obtains zoning and other approvals, and
constructs roads, drainage, utilities, and other infrastructure of
residential subdivisions.  Platinum then sells the finished,
platted lots.  Platinum also has an ownership interest in several
special purpose entities that in turn own, operate and manage
individual projects.

PPV LLC is a joint venture between Platinum and a non-debtor
entity, Pittman Partners, Inc., each of whom hold an equity
interest in PPV.  PPV owned four projects directly and owns 100%
of the membership interest of Sweet Charity Estates, LLC.

Platinum Properties and PPV LLC filed for Chapter 11 protection
(Bankr. S.D. Ind. Case Nos. 11-05140 and 11-05141) on April 25,
2011.  Lawyers at Baker & Daniels LLP, in Indianapolis, Indiana,
serve as the Debtors' bankruptcy counsel.  Platinum Properties
disclosed $14,624,722 in assets and $181,990,960 in liabilities as
of the Chapter 11 filing.

The U.S Trustee has not yet appointed a creditors committee in the
Debtor's case.  The U.S. Trustee reserves the right to appoint
such a committee should interest developed among the creditors.


PQ CORP: Moody's Affirms Ratings After Term Loan Expansion
----------------------------------------------------------
Moody's Investors Service has affirmed the ratings on PQ
Corporation and its debt following the announcement that the
company planned to increase the size of its first lien term loan
by $200 million and terminate its $200 million revolving credit
facility. Moody's views this as a positive change to PQ's capital
structure that will improve its liquidity. The outlook remains
stable.

The following summarizes the ratings.

PQ Corporation

Ratings affirmed:

Corporate Family Rating - B3

Probability of Default Rating -- B3

$1,116mm First lien term loan due 2014 - B3 (LGD3, 46%) from B3
(LGD3, 46%)

$460mm Second lien term loan due 2015 - Caa1 (LGD4, 62%) from
Caa1 (LGD4, 63%)

Rating to be withdrawn:

$200mm First lien revolving credit facility due 2013 - B3 (LGD3,
46%) from B3 (LGD3, 46%)

Outlook: Stable

RATINGS RATIONALE

PQ's has increased its first lien term loan balance by $200
million and terminated its revolving credit facility due 2013
($187 million outstanding as of year-end 2011), essentially
extending the maturity of borrowings under the revolving credit
facility by one year to July 2014. The company believes that its
current cash balances ($70 million as of year-end 2011, excluding
Potters Industries' cash) and operating cash flow will be
sufficient to support its liquidity and therefore will operate
without a revolving credit facility. Letters of credit issued
under the revolver (currently $4.6 million) will be cash
collateralized after the revolver is terminated.

In 2011, PQ's consolidated operations generated $87 million in
retained cash flow, but free cash flow was breakeven (including
Moody's standard analytical adjustments, where applicable). PQ
expects that it could upstream up to $60 million from Potters in
the form of dividends and intercompany loans, if required. The
Potters business does use cash for seasonal working capital
purposes in the first quarter and part of the second quarter,
while Potters' inventories and receivables decline in the second
half of the calendar year. However, cash flows from PQ's chemicals
businesses generally are expected to be relatively steady going
forward and benefit from little exposure to volatile and rising
petrochemical raw material prices. PQ is forecasting positive
annual free cash flow generation for the years 2012-2014. Over the
past three years since the acquisition of the Ineos silicas
business, PQ has not materially reduced its balance sheet debt and
is not expected to repay its debt prior to maturity.

Cash flows are expected to benefit from modest maintenance capital
expenditure requirements (with maintenance capital requirements
well below depreciation levels) and a lack of a regular dividend.
However, capital expenditures to support capacity expansions for
its catalyst business is expected to limit PQ's free cash flow in
2012-2013. The first lien term loan provisions call for a 50%
excess cash flow sweep as long as the Consolidated Total Leverage
Ratio exceeds 5.0x.

The B3 Corporate Family Rating (CFR) reflects PQ's high leverage
and modest free cash flow. PQ remains highly levered since the
July 2008 acquisition of the Ineos silicas business and has not
reduced debt meaningfully as a result of modest free cash flow
generation in 2009-2011, as well as negative free cash flow
generation in 2008. It is expected that 2012 free cash flow
generation will be modestly positive, but will not meaningfully
reduce debt. The historic earnings stability has benefited from
the company's diverse end markets, leading market positions, a
large customer base, long-term customer relationships and
geographically diverse operations.

The rating outlook is stable. The ratings could be downgraded if
PQ does not generate positive free cash flow in 2012, address the
upcoming first lien term loan maturity at least 12-18 months in
advance of the July 2014 maturity date and maintain adequate
liquidity. There is little upward pressure on the rating given the
high leverage.

The principal methodology used in rating PQ Corporation was the
Global Chemical Industry Methodology published in December 2009.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

PQ Corporation, headquartered in Malvern, Pennsylvania, is a
leading provider of inorganic specialty chemicals, including
sodium silicate, silicate derivatives, catalysts and engineered
glass materials. Potters Industries, a wholly owned subsidiary
which manufactures engineered glass materials, has its own debt
structure and is not a restricted subsidiary under PQ's credit
agreement. PQ Corporation's consolidated revenues were $1.1
billion for the year ended December 31, 2011.


PURADYN FILTER: Delays Form 10-K for 2011
-----------------------------------------
Puradyn Filter Technologies Incorporated 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, 2011.
The Company said additional time is required to insure that a
complete and accurate filing is submitted.

                        About Puradyn Filter

Boynton Beach, Fla.-based Puradyn Filter Technologies Incorporated
(OTC BB: PFTI) -- http://www.puradyn.com/-- designs, manufactures
and markets the puraDYN(R) Oil Filtration System.

Puradyn Filter reported a net loss of $1.57 million on
$3.10 million of net sales for the year ended Dec. 31, 2010,
compared with a net loss of $2.07 million on $1.91 million of net
sales during the prior year.

The Company also reported a net loss of $1.27 million on
$1.93 million of net sales for the nine months ended Sept. 30,
2011, compared with a net loss of $837,312 on $2.54 million of net
sales for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$1.38 million in total assets, $9 million in total liabilities
and, a $7.61 million total stockholders' deficit.

As reported in the TCR on April 13, 2011, Webb and Company, P.A.,
in Boynton Beach, Fla., expressed substantial doubt about
PuraDdn Filter Technologies' 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, its total liabilities exceed its
total assets, and it has relied on cash inflows from an
institutional investor and current stockholder.


QUAMTEL INC: Delays Form 10-K for 2011
--------------------------------------
Quamtel, Inc., was unable to file its annual report on Form 10-K
for the fiscal year ended Dec. 31, 2011, by the prescribed date of
March 30, 2012, without unreasonable effort or expense because the
Company needs additional time to complete certain disclosures and
analyses to be included in the Report.  In accordance with Rule
12b-25 promulgated under the Securities Exchange Act of 1934, as
amended, the Company intends to file its Report on or prior to the
fifteenth calendar day following the prescribed due date.

                           About Quamtel

Based in Dallas, Quamtel, Inc., provides prepaid and postpaid
enhanced telecommunications services with an emphasis on
transporting calls that originate from the United States and
Canada and terminate in other specific regions of the world.

The Company ended 2010 with a net loss of $10 million and 2009
with a net loss of $1.9 million.  The Company also reported a net
loss of $4.66 million for the nine months ended Sept. 30, 2011.

The Company's balance sheet at Sept. 30, 2011, showed
$1.71 million in total assets, $2.95 million in total liabilities,
all current, and a $1.23 million total shareholders' deficiency.

RBSM LLP, in New York, expressed substantial doubt about Quamtel's
ability to continue as a going concern, following the Company's
2010 results.  The independent auditors noted that the Company has
incurred significant operating losses in the current year and also
in the past.


REFLECT SCIENTIFIC: Incurs $1.18 Million Net Loss in 2011
---------------------------------------------------------
Reflect Scientific, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $1.18 million on $1.98 million of revenue in 2011,
compared with a net loss of $1.77 million on $2.40 million of
revenue in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $4.12 million
in total assets, $4.48 million in total liabilities and a $357,683
total shareholders' deficit.

Mantyla McReynolds, LLC, in Salt Lake City, Utah, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has experienced recurring losses from operations and negative
working capital.

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

                       http://is.gd/G7Su5G

                     About Reflect Scientific

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.

The Company reported a net loss of $768,948 on $1.6 million of
revenues for the nine months ended Sept. 30, 2011, compared with a
net loss of $1.6 million on $1.8 million of revenues for the same
period of 2010.

The Company's balance sheet at Sept. 30, 2011, showed
$4.37 million in total assets, $4.44 million in total liabilities,
and a stockholders' deficit of $73,885.

As reported in the TCR on April 8, 2011, Mantyla McReynolds, LLC,
in Salt Lake City, Utah, expressed substantial doubt about Reflect
Scientific's ability to continue as a going concern, following the
Company's 2010 results.  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.


RENEGAGE HOLDINGS: Treasury Dept. Wants $2.6MM Placed in Escrow
---------------------------------------------------------------
Richard Craver at Winston-Salem Journal reports that the U.S.
Treasury Department is asking a U.S. bankruptcy judge to require
that Renegade Holdings Inc. put $2.6 million in disputed federal
excise-tax revenue in an escrow account.

According to the report, the request, which appears to have been
made on behalf of a state attorneys general association, is the
latest potential hurdle to Renegade's attempt to exit Chapter 11
bankruptcy protection for a second time.

The report notes a pretrial hearing already has been set for 9:30
a.m. May 1 to hear an objection filed by the National Association
of Attorneys General to the companies' bankruptcy exit plan.  The
hearing will take place in the U.S. Bankruptcy Court for the
Middle District of North Carolina in Greensboro.

The report relates the attorneys general assert Renegade Holdings
owes a delinquent escrow amount of $16.7 million.  Peter
Tourtellot, bankruptcy trustee for Renegade, said in the exit plan
the amount is $7.93 million.

The Treasury Department's Alcohol and Tobacco Tax and Trade Bureau
said in a March 13 filing that Renegade affiliate, Alternative
Brands, underpaid by $2.1 million the federal excise tax on large
cigars through an audit period of April 1, 2009, through July 31,
2011.  The bureau said an additional $501,057 is owed in interest
and penalties, according to the report.  The bureau also claims
Alternative has underpaid the federal excise tax since July 31,
2011, by an amount that exceeds $1 million.

The report says Mr. Tourtellot has filed a motion disputing the
bureau's claim and saying Alternative had been paying the correct
amount.  He said Alternative is owed $272,464 for overpayments.
Mr. Tourtellot also asked the court to determine the amount of
federal excise tax owed by Alternative for large cigars.

The report, citing filing for the attorneys general, relates that
the manufacturers had net cash of $1.1 million as of Feb. 29,
2012.

Renegade Holdings and two subsidiaries -- Alternative Brands, Inc.
and Renegade Tobacco Company -- filed for Chapter 11 protection
(Bankr. M.D.N.C. Lead Case No. 09-50140) on Jan. 28, 2009, and
exited bankruptcy on June 1, 2010.  They were put back into
bankruptcy July 19, 2010, when Judge William L. Stocks vacated the
reorganization plan, in part because of a criminal investigation
of owner Calvin Phelps and the companies regarding what
authorities called "unlawful trafficking of cigarettes."

Alternative Brands is a federally licensed manufacturer of tobacco
products consisting primarily of cigarettes and cigars.  Renegade
Tobacco distributes the tobacco products produced by ABI through
wholesalers and retailers in 19 states and for export.  ABI also
is a contract fabricator for private label brands of cigarettes
and cigars which are produced for other licensed tobacco
manufacturers.

The stock of RHI is owned indirectly by Calvin A. Phelps through
his ownership of the stock of Compliant Tobacco, LLC which, in
turn, owns all of the stock of RHI which in turn owns all of the
stock of RTC and ABI.  Mr. Phelps was the chief executive officer
of all three companies. All three of the Debtors' have their
offices and production facilities in Mocksville, North Carolina.

In August 2010, the Bankruptcy Court approved the appointment of
Peter Tourtellot, managing director of turnaround-management
company Anderson Bauman Tourtellot Vos & Co., as Chapter 11
trustee.


ROBERTS HOTELS: $11 Million Cash Infusion Placed on Hold
--------------------------------------------------------
Jeff Ayres at the Clarion Ledger reports that a $11 million
infusion needed to cover bond payments in default and restart
improvements to the historic Roberts Walthall Hotel is on hold.

According to the report, the Jackson Redevelopment Authority
didn't act on a proposal to issue $11 million in development
bonds.  JRA executive director Jason Brookins said he was
concerned that hotel owners Mike and Steve Roberts couldn't offer
personal guarantees to cover their obligations in a proposed bond
issue that would provide $8.5 million toward paying off Gulf
Opportunity Zone bonds previously issued as well as $2.5 million
to resume renovations to the 84-year-old hotel.

The report relates Mr. Brookins said the GoZone bonds are in
default.  But he stopped short of saying some type of partnership
to revive the hotel is dead.  "We want to do what's in the best
interest of the city," Mr. Brookins said. "If a (workable) deal
comes back to the board, we'll consider it."

The report notes the brothers, who live in St. Louis and bought
the Walthall in 2008, have proposed that JRA have first lien on
the property should the deal fail.  They reached out to the
redevelopment authority after talks with the city of Jackson for a
$15 million loan fell through.  In their request to the agency
earlier this year, they said the repairs could be finished in four
to six months, and the hotel could reopen as early as November if
a deal could be struck with JRA.  But the bankruptcy filing and
the lack of a deal put the hotel's future into question.

The report says Alan Smith, an attorney for bondholders in the
development, indicated to JRA members that foreclosure at some
point is a possibility but wouldn't elaborate on that prospect
after the meeting.  In an email, John D. Moore, an attorney for
the Roberts brothers, says foreclosure couldn't happen until at
least July. But he hopes something can be worked out to prevent
that, the report notes.

The report adds a hearing on the matter has been scheduled for
June 21, 2012.

The report relates JRA board member John Reeves said the agency
shouldn't yet walk away from trying to work some type of deal to
revive the hotel, explaining the facility is too important for a
downtown area needing more hotel rooms.  JRA general counsel Zach
Taylor said personal guarantees from developers aren't required
but often become factors in individual negotiations.

The report notes Mr. Brookins said the agency's projects
committee, which reviewed the proposal, typically looks for
guarantees from developers to cover their obligations.

According to the report, Roberts Broadcasting Co., which owns
WRBJ-TV in Jackson and TV stations in Missouri, Indiana and South
Carolina, filed for Chapter 11 bankruptcy last year, citing more
than $4 million in debt.  A judge ruled in December that creditors
in that case can sue other Roberts-owned businesses not part of
that filing to recover money creditors claim was transferred to
other ventures from the TV stations.

Based in Saint Louis, Missouri, Roberts Hotels Jackson LLC filed
for Chapter 11 protection on Dec. 15, 2011 (Bankr. S.D. Miss. Case
No. 11-04341).  John D. Moore, P.A., represents the Debtor.  The
Debtor estimated both assets and debts of between $1 million and
$10 million.


ROSETTA RESOURCES: Moody's Issues Summary Credit Opinion
--------------------------------------------------------
Moody's Investors Service issued a summary credit opinion on
Rosetta Resources Inc. and includes certain regulatory disclosures
regarding its ratings.  The release does not constitute any change
in Moody's ratings or rating rationale for Rosetta Resources Inc.

Moody's current ratings on Rosetta Resources Inc. are:

Long Term Corporate Family Ratings (domestic currency) Rating of
B2

Senior Unsecured (domestic currency) Rating of Caa1

Speculative Grade Liquidity Rating of SGL-3

LGD Senior Unsecured (domestic currency) Assessment of 83 - LGD5

Probability of Default Rating of B2

RATINGS RATIONALE

The B2 CFR reflects Rosetta Resources Inc.'s small scale,
concentration in the emerging Eagle Ford play with early stage
operations, low leverage on production, and a relatively high and
growing proportion of liquids production. The rating also
considers the company's good progress so far in the Eagle Ford
with low F&D costs and growing production.

The outlook is stable. An upgrade could result if proven developed
reserves were to increase to 80,000 mboe while maintaining Debt /
Average Daily Production below 20,000 / boe, in addition to a more
established track record and greater scale in the Eagle Ford
and/or the Southern Alberta Basin. A downgrade could result if
Debt / Average Daily Production increases to $30,000/boe or if
there is a deterioration in performance in the Eagle Ford with a
LFCR sustained below 1.0x due to high F&D costs and poor reserve
replacement performance.

The principal methodology used in rating Rosetta Resources Inc.
was the Global Independent Exploration and Production Industry
Methodology published in December 2011. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.


SAND TECHNOLOGY: Incurs C$1.3 Million Loss in Q2 2012
-----------------------------------------------------
SAND Technology Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report disclosing a net loss and
comprehensive loss of C$1.31 million on $698,245 of revenue for
the three months ended Jan. 31, 2012, compared with net income and
comprehensive income of C$80,089 on C$1.78 million of revenue for
the same period a year ago.

The Company reported net income and comprehensive income of
C$5.45 million on C$1.29 million of revenue for the six months
ended Jan. 31, 2012, compared with net income and comprehensive
income of C$55,359 on C$3.32 million of revenue for the same
period during the prior year.

SAND Technology's balance sheet as at Jan. 31, 2012, showed C$5.89
million in total assets, C$3.11 million in total liabilities and
C$2.78 million shareholders' equity.

"Our sale of the Nearline product to Informatica provided us the
needed flexibility to redefine our product and business model.  As
SAND builds out our hosted software as a service product line, we
planned for lower initial revenues.  Over the medium and long term
we will benefit from the repeatable and predictable revenue stream
a subscription model will produce.  The transition away from an
upfront licensing model will take time but we are satisfied with
the recent results," stated Thomas O'Donnell, SAND CEO.

A copy of the Quarterly Report is available for free at:

                        http://is.gd/AVyjjN

                       About SAND Technology

Westmount, Quebec-based SAND Technology Inc. (OTC BB: SNDTF)
-- http://www.sand.com/-- provides Data Management Software and
Best Practices for storing, accessing, and analyzing large amounts
of data on-demand while lowering TCO, leveraging existing
infrastructure and improving operational performance.

SAND/DNA solutions include CRM analytics, and specialized
applications for government, healthcare, financial services,
telecommunications, retail, transportation, and other business
sectors.  SAND Technology has offices in the United States,
Canada, the United Kingdom and Central Europe.

In its annual report on Form 20-F for the fiscal year ended
July 31, 2010, filed with the U.S. Securities and Exchange
Commission, the Company noted it has incurred operating losses in
the current and past years.  The Company has also generated
negative cash flows from operations and has a significant working
capital deficiency.  "The Company's uncertainty as to its ability
to generate sufficient revenue and raise sufficient capital, raise
significant doubt about the entity's ability to continue as a
going concern," the Company said in the filing.  The Company said
it is in the process of seeking additional financing for its
current operations.

Raymond Chabot Grant Thornton LLP in Montreal, Quebec, audited the
company's financials but did not issue an adverse going concern
opinion in accordance with Canadian reporting standards.

The Company reported a net loss and comprehensive loss of C$2.11
million on C$6.87 million of revenue for the fiscal year ended
July 31, 2011, compared with a net loss and comprehensive loss of
$745,549 on $6.56 million of revenue during the prior year.


SILICON GRAPHICS: Buyer Files Patent Suit Against Apple et al.
--------------------------------------------------------------
Matt Macari at the Verge, citing report from Reuters, relates that
Graphics Properties Holdings has initiated a patent infringement
suit in Delaware federal court against Apple, Samsung, RIM, Sony,
HTC and LG.

According to the report, Graphics Properties is a holding company
that took over the patent portfolio of Silicon Graphics, Inc. back
in 2009 -- just a couple of months after SGI filed for Chapter 11
bankruptcy.  The portfolio includes around 60 issued US patents.

The report notes Graphics Properties isn't new to the patent
enforcement game -- it first began asserting its patents on
graphics technologies against the likes of Apple, Dell, Nintendo
and Sony back in 2010 and continued the trend with additional
suits in 2011 against HTC, LG, Samsung, Motorola and others.
Reportedly, GPH is targeting smartphones with this new case:
alleging that the iPhone, Evo 4G, Thrill, Torch, Galaxy S,
Galaxy S II, and Xperia Play devices are infringing.

"GPH's ultimate goal is licensing revenue.  However, it hasn't had
much success convincing these tech giants to settle the existing
cases over the last two years, so it's unlikely we'll see a quick
resolution here," the report says.

Headquartered in Sunnyvale, California, Silicon Graphics Inc. --
http://www.sgi.com/-- delivered an array of server,
visualization, and storage software.

The Company and 14 of its affiliates filed for protection for the
second time on April 1, 2009 (Bankr. S.D.N.Y. Lead Case No.
09-11701).  Mark R. Somerstein, Esq., at Ropes & Gray LLP,
represents the Debtors in their restructuring efforts.  At
December 26, 2008, the Debtors had $390,462,000 in total assets
and $526,548,000 in total debts.

The Debtors first filed for Chapter 11 on May 8, 2006 (Bankr.
S.D.N.Y. Case Nos. 06-10977 through 06-10990).  The Court
confirmed the Debtors' Plan of Reorganization on Sept. 19, 2006.


SOLYNDRA LLC: Says US Government Knows Risk of $535 Million Loan
----------------------------------------------------------------
Reuters reports that a Solyndra official said the U.S. government
was fully informed of the risks of guaranteeing $535 million in
loans to Solyndra LLC.

Reuters, citing report from Solyndra's chief restructuring officer
R. Todd Neilson, reports that the company also used the government
loans as originally intended and no material funds were diverted.
Mr. Neilson was hired by Solyndra's board to take charge of the
bankruptcy in October, after Brian Harrison departed as chief
executive officer.

According to the report, Solyndra is being investigated by
Republican lawmakers who have questioned if the start-up company
was the first to receive a loan guarantee under a clean energy
program thanks to political connections.

The report notes the company's headquarters were raided by the
Federal Bureau of Investigation days after it filed for bankruptcy
on Sept. 6.

The report adds Mr. Neilson's firm, Berkeley Research Group, is
billing Solyndra $770 per hour for his work and anticipates
collecting around $1 million.

                         About Solyndra LLC

Founded in 2005, Solyndra LLC is a U.S. manufacturer of solar
photovoltaic solar power systems specifically designed for large
commercial and industrial rooftops and for certain shaded
agriculture applications.  The Company had 968 full time employees
and 211 temporary employees.  Solyndra has sold more than 500,000
of its panels since 2008 and generated cumulative sales of over
$250 million.

Fremont, California-based Solyndra and affiliate 360 Degree Solar
Holdings Inc. sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 11-12799) on Sept. 6, 2011.  Solyndra is at
least the third solar company to seek court protection from
creditors since August 2011.

Solyndra owed secured lenders $783.8 million, including
$527.8 million to the U.S. government pursuant to a federal loan
guarantee, and held assets valued at $859 million as of the
Petition date.  The U.S. Federal Financing Bank, owned by the U.S.
Treasury Department, is the Company's biggest lender.

In the Chapter 11 cases, the Debtors are pursuing a two-pronged
strategy to effectuate either a sale of their business to a
"turnkey" buyer who may acquire substantially all of Solyndra's
assets or, if the Debtors are unable to identify any such
potential buyers, an orderly liquidation of the Debtors' assets
for the benefit of their creditors.

Judge Mary F. Walrath presides over the Debtors' cases.  The
Debtors are represented by Pachulski Stang Ziehl & Jones LLP as
legal adviser.  AlixPartners LLP serves as noticing claims and
balloting agent.  Imperial Capital LLC serves as the company's
investment banker and financial adviser.  The Debtors also tapped
former Massachusetts Governor William F. Weld, now with the law
firm McDermott Will & Emery, to represent the company in
government investigations and related litigation.  BDO Consulting,
a division of BDO USA, LLP, as financial advisor and BDO Capital
Advisors, LLC, serves as investment banker for the creditors'
panel.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Solyndra LLC.  The Committee has tapped
Blank Rome LLP as counsel.

Solyndra is at least the fourth solar company to seek court
protection from creditors since August 2011.  Other solar firms
are Evergreen Solar and start-up Spectrawatt Inc., both of which
filed in August, and Stirling Energy Systems Inc., which filed for
Chapter 7 bankruptcy late in September.

Solyndra did not receive acceptable offers to buy the business as
a going concern.  Solyndra was set to begin piecemeal auctions of
the assets on Feb. 22.

Solyndra has auctioned non-core assets and obtained $6.2 million.
Solyndra also took in $1.86 million from the sale of miscellaneous
equipment.


SOUTHERN MONTANA: Ch. 11 Trustee Has Cash Access Until April 18
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Montana entered a
fifth interim order authorizing Southern Montana Electric,
Generation and Transmission Cooperative, Inc., to use prepetition
secured parties' cash collateral until April 18, 2012.

As reported in the Troubled Company Reporter on Feb. 28, 2012,
subsequent to the interim order previously entered by the Court,
Lee A. Freeman, the duly-appointed Chapter 11 trustee for the
Debtor and U.S. Bank National Association as Indenture Trustee,
and certain holders consisting of Prudential Insurance Company of
America, Universal Prudential Arizona Reinsurance Company,
Forethought Life Insurance Company and Modern Woodman of America
reached agreement on the terms and conditions for the trustee's
continued use of Cash Collateral.

As of the Petition Date, the Debtor was liable to the prepetition
secured parties in respect of obligations under the indenture for
(i) the aggregate principal amount of not less than $85 million on
account of the notes issued under the indenture; and (ii) unpaid
fees, expenses, disbursements, indemnifications, obligations, and
charges or claims.

As adequate protection from diminution in value of the lenders'
collateral, the Debtor will grant the prepetition secured parties
adequate protection liens on all of the collateral, superpriority
administrative claim status, subject to carve out on certain
expenses.

A final hearing on the Debtor's request for continued cash
collateral access will be held on April 17, at 1:30 p.m.

The trustee would use the cash collateral to operate the Debtor's
business and meet the trustee's responsibilities under the
Bankruptcy Code.

                  About Southern Montana Electric

Based in Billings, Montana, Southern Montana Electric Generation
and Transmission Cooperative, Inc., was formed to serve five
other electric cooperatives.  The city of Great Falls later joined
as the sixth member.  Including the city, the co-op serves a
population of 122,000.  In addition to Great Falls, the service
area includes suburbs of Billings, Montana.

Southern Montana filed for Chapter 11 bankruptcy (Bankr. D.
Mont. Case No. 11-62031) on Oct. 21, 2011.  Southern Montana
estimated assets of $100 million to $500 million and estimated
debts of $100 million to $500 million.  Timothy Gregori signed the
petition as general manager.

Jon E. Doak, Esq., at Doak & Associates, P.C., in Billings,
Montana, serves as the Debtor's counsel.  In December 2011,
Southern Montana also sought permission to employ the Goodrich Law
Firm, P.C., as general co-counsel.

Also in December, Lee A. Freeman was appointed as Chapter 11
trustee.  Mr. Freeman retained Horowitz & Burnett, P.C., as his
counsel and Waller & Womack, P.C., as local counsel.

The United States Trustee for Region 18 has appointed an Official
Committee of Unsecured Creditors in the case.

After filing for reorganization in October, the co-op agreed to a
request for appointment of a Chapter 11 trustee.


SPIRIT AEROSYSTEMS: Moody's Rates $1.2BB Credit Facilities 'Ba1'
----------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to Spirit
Aerosystems, Inc.'s senior secured $1.2 billion bank credit
facilities, consisting of a $650 million Revolving Credit Facility
due in April 2017 and a $550 million Term Loan Facility due in
April 2019 (collectively, the "Credit Facilities"). The Credit
Facilities will replace Spirit's existing Term Loan B and $650
million Revolving Credit Facilities, extending the maturity dates
and lowering pricing. Separately, Moody's affirmed Spirit's Ba2
Corporate Family and Probability of Default ratings, and changed
the rating outlook to positive from stable. The positive outlook
reflects Moody's belief that Spirit's favorable earnings and cash
flow profile over the intermediate term should sustain recent
improvements to key credit metrics. Moody's also assigned a
Speculative Grade Liquidity Assessment of SGL-2, indicating a near
term good liquidity profile.

Rating Assignments:

    $650 Million Senior Secured Revolving Credit Facility due in
    May 2017, Rated Ba1 (LGD2, 27%)

    $550 Million Senior Secured Term Loan Facility due in May
    2019, Rated Ba1 (LGD2, 27%)

Rating Affirmations:

  Issuer: Spirit Aerosystems, Inc.

    Corporate Family Rating/Probability of Default Rating,
    Affirmed at Ba2

LGD Assessment Changes:

    Senior Unsecured Notes, Ba3 (LGD5, 83%) from Ba3 (LGD5, 81%)

Outlook

      Changed to Positive from Stable

Speculative Grade Liquidity Assessment

      Assigned SGL-2

RATINGS RATIONALE

The Ba2 Corporate Family rating reflects Spirit's leading position
as a tier one supplier in the aerostructures market, operating
margins approaching the high single-digit level and credit metrics
(Debt to EBITDA of 2.9 times, EBIT to Interest of 3.5 times on a
Moody's adjusted basis) that are strong for the rating category.
The rating also is supported by Spirit's content on a diverse set
of commercial and military aerospace platforms from Boeing,
Airbus, Gulfstream and others - although Moody's notes that Boeing
is more than 80% of total revenues. Spirit's earnings and cash
flow profile should benefit over the intermediate term by
production rate increases announced by the commercial airplane
manufacturers. Longer term, strong commercial aircraft production
should position Spirit to generate substantial free cash flow and
to reduce leverage. The rating however continues to reflect the
cyclicality of the commercial aerospace industry, the dependence
on Boeing's production rate, and the requirement of significant
up-front investment costs in development of new programs. Moody's
notes that Spirit's revenues will be enhanced longer-term by
Boeing's decision to re-engine the B737 (called the B737 MAX),
because Spirit will have the majority of the airframe content on
the B737 MAX.

Spirit is a major supplier to Boeing's B787 Dreamliner, which is
now ramping production rates (scheduled to be 10 per month by
early 2014, from 3.5 per month now). Spirit has satisfied its $396
million advance payment obligation to Boeing, repayment for which
was applied against the first 50 B787 shipsets, and the remaining
$700 million advance from Boeing will be repaid more gradually
over the first 1,000 units delivered. This should support enhanced
cash flow levels over the intermediate term. Moody's believes
Spirit will generate modest free cash flow in Fiscal 2012,
partially because inventories on the B787 and other commercial
programs should be converted to cash -- reversing several years of
cash outflow due to the build-up of inventory. Spirit's ability to
earn a profit on the B787 program will increasingly depend upon
its ability to enact cost reductions over time, and Moody's
believes the company could be well positioned to do so as it
progresses down the learning curve on this complex production
process.

The SGL-2 speculative grade liquidity assessment reflects Spirit
Aerosystems' good liquidity profile, with the expectation of
positive free cash flow as well as suitable availability under the
$650 million revolving credit facility (which has been utilized
for working capital needs). The re-financing will result in a $550
million term loan maturing in April 2019 and a $650 million
revolving credit facility maturing in April 2017, thereby
effecting a very favorable maturity profile (no meaningful debt
maturities until 2017). Moody's anticipates that Spirit
Aerosystems will maintain adequate cushion under the Credit
Facilities' financial covenants (Total Leverage Ratio no greater
than 4.0, Covenant Leverage Ratio no greater than 2.75 times,
Interest Coverage Ratio no less than 4.0 times).

The positive outlook reflects Moody's belief that Spirit's
prospective earnings and cash flow growth, combined with a large
order backlog, should continue the improving trajectory of credit
metrics. The rating could improve if the company demonstrates
sustainable positive free cash flow generation with improving
credit metrics such as Debt-to-EBITDA approaching 2 times and Free
Cash Flow-to-Debt above 10%; evidences successful execution on new
platform development and maintains a strong order backlog. The
ratings and outlook could be pressured down if Spirit is unable to
sustain solid free cash flow as production of B787 ramps up to
Boeing's target production rates, including consistent progress to
Free Cash Flow-to-Debt of 10% and operating margins sustained
below 6%, or if its liquidity profile weakened for any reason.

The principal methodology used in rating Spirit Aerosystems was
the Global Aerospace and Defense Industry Methodology published in
June 2010.

Spirit AeroSystems, Inc., headquartered in Wichita, KS and
formerly a division of Boeing Company, is one of the largest
independent non-OEM designers and Tier-1 manufacturers of
commercial aircraft aerostructures in the world. Components
include fuselages, pylons, struts, nacelles, thrust reversers, and
wing assemblies, primarily for Boeing but also for Airbus,
Gulfstream and others. Revenues approximated $4.9 billion for the
twelve months to December 31, 2011.


SPRING POINTE: Creditor Seeks Stay Relief or Case Conversion
------------------------------------------------------------
Spring Pointe Development LLC's secured creditor, Springville
City, filed a motion with the U.S. Bankruptcy Court seeking relief
from the automatic stay in the Chapter 11 case of Spring Pointe
or, in the alternative, conversion of the case to one under
Chapter 7 of the Bankruptcy Code.

Springville City is the issuer of the $5.26 million, Utah Special
Assessment Ordinance No. 21-05.  To secure repayment of the bonds,
Springville authorized the levying of assessments against certain
real properties located within Springville and identified as Utah
Special Improvement District No. 29 (SID 29).

The Debtor owns property with SID No. 29.  The assessment
constitutes a lien against the Real Property owned by the Debtor
effective as of the date of the Assessment Ordinance, which lien
is superior to the lien of a trust deed, mortgage mechanic or
materialman's lien, or other encumbrances.

In accordance with the Assessment Ordinance, annual assessment
payments are required for the Real Property.  The Debtor failed to
pay the annual assessment for the Real Property which was due on
Nov. 6, 2010.  Since the filing of the Chapter 11 case, the Debtor
has failed to pay the annual assessment for the Real Property
which was due on Nov. 6, 2010.

Due to the Debtor's failure to pay its due, Springville began
non-judicial foreclosure proceedings against the Real Property.
On March 7, 2011, Springville filed a Notice of Default.

On Aug. 3, 2011, the non-judicial trustee's sale of the Real
Property was scheduled for Sept. 6, 2011.  The planned sale did
not push through due to the Debtor's filing of bankruptcy.

Pursuant to the Voluntary Petition, the Debtor identified the
nature of its business as a "Single Asset Real Estate."  Pursuant
to a Stipulation between the Debtor and Springville City, it
agreed not to file a motion for relief from stay prior to Feb. 15,
2012.

On Feb. 17, 2012, the Debtor filed a Disclosure Statement
accompanying its Chapter 11 Plan.  The Debtor has not commenced
monthly payments to Springville or to any other secured creditor.

Springville said the Plan does not have a reasonable possibility
of being confirmed within a reasonable time, as such, Springville
should be granted relief from the automatic stay.

Springville also said the Debtor has no equity in the Real
Property and the Real Property is not necessary to an effective
reorganization.

The hearing on Springville's request is scheduled for April 11,
2012, 9:00 a.m.

                        About Spring Pointe

Spring Pointe Development LLC, based in Springville, Utah, filed
for Chapter 11 bankruptcy (Bankr. D. Utah Case No. 11-32972) on
Sept. 2, 2011.  Judge Joel T. Marker presides over the case.  In
its petition, the Debtor estimated $10 million to $50 million in
assets and $1 million to $10 million in debts.  The petition was
signed by Milton Christensen, managing member.


STARK CERAMICS: Chapter 11 Counsel Won't Recover $88K in Fees Owed
------------------------------------------------------------------
Richard G. Zellers and Melody Dugic Gazda, who served as counsel
to Stark Ceramics Inc. during the Chapter 11 phase of the
company's bankruptcy, won't be able to recover the requested
$88,630 for services rendered, after Judge Russ Kendig said
counsel's recovery will be limited to an amount that corresponds
to the recovery of other similarly situated claimants as the case
is administratively insolvent.  The trustee appointed when the
case was converted to Chapter 7 indicated in a final report that
$151,800 remains, which is sufficient to pay chapter 7
administrative fees and expenses in full.  The funds remaining
after the chapter 7 administrative expenses will provide less than
8% on chapter 11 administrative expenses, which includes counsel's
claim.  There will be no recovery to priority or unsecured
claimants from estate funds.

Throughout the chapter 11 proceedings, the Debtor was represented
by Richard G. Zellers and Melody Dugic Gazda who, at the time of
filing, were with the firm of Luckhart, Mumaw, Zellers & Robinson.
Mr. Zellers and Ms. Gazda are now associated with Richard G.
Zellers & Associates.

The unsecured creditors committee appointed in the case and the
Chapter 11 trustee had objected to the fee application.  The fee
application was filed March 20, 2008, and held in abeyance pending
the filing of the Chapter 7 Trustee's final report.

A copy of the Court's March 29, 2012 Memorandum of Opinion is
available at http://is.gd/lFRD2Jfrom Leagle.com.

Stark Ceramics Inc., founded in 1909, was a manufacturer of
ceramic glazed brick and tile products and was "the world's
largest producer of structural glazing facing tile for interiors."
It filed for Chapter 11 bankruptcy (Bankr. N.D. Ohio Case No. 06-
61101) on June 29, 2006, amid a deteriorating relationship with
the largest secured creditor, FirstMerit Bank, N.A.  Prepetition,
the Debtor borrowed money from FirstMerit and later defaulted on
the notes. On April 24, 2006, FirstMerit obtained a $2,035,500
judgment, plus interest and costs, in the Stark County Court of
Common Pleas. On the same day, FirstMerit filed a judgment lien,
which was assigned to American First Federal, Inc. in March 2007.
Prior to the judgment lien, the Debtor's real estate was
unencumbered.

The Debtor's case was contentious from the outset.  Throughout the
case, there were accusations that the reorganization process was
used for the benefit the Debtor's insiders via a sale to an
investor group, which purportedly included insiders, at a
discounted rate.  Less than two months after the case was filed,
FirstMerit filed a motion to dismiss or convert the case.  The
Debtor tried but failed to consummate a sale of assets under 11
U.S.C. Sec. 363.  On Dec. 5, 2006, the court granted an oral
motion to appoint a chapter 11 trustee.  On March 27, 2007, the
case converted to chapter 7.  David O. Simon was named Chapter 7
Trustee.


STARLITE HOTELS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Starlite Hotels, LLC
        dba Holiday Inn Express
        8000 Warren Pkwy. #206
        Frisco, TX 75034

Bankruptcy Case No.: 12-31958

Chapter 11 Petition Date: March 30, 2012

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtor's Counsel: Arthur I. Ungerman, Esq.
                  One Glen Lakes Tower
                  8140 Walnut Hill Ln., No. 301
                  Dallas, TX 75231
                  Tel: (972) 239-9055
                  Fax: (972) 239-9886
                  E-mail: arthur@arthurungerman.com

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

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

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

The petition was signed by Tarlochan Kataria, managing member.


STRATUS MEDIA: Delays Form 10-K for 2011
----------------------------------------
Stratus Media Group, Inc., notified the U.S. Securities and
Exchange Commission that it will require additional time to
complete the financial statements for the fiscal year ended
Dec. 31, 2011, and cannot, without unreasonable effort and
expense, file its Form 10-K on or before the prescribed filing
date.

                        About Stratus Media

Santa Barbara, Calif.-based Stratus Media Group, Inc., is an
owner, operator and marketer of live sports and entertainment
events.  Subject to the availability of capital, the Company
intends to aggregate a large number of complementary live sports
and entertainment events across North America and internationally.

The Company ended 2010 with a net loss of $8.41 million on $40,189
of revenues and 2009 with a net loss of $3.40 million on
$0 revenues.

The Company also reported a net loss of $8.19 million on $250,201
of net revenues for the nine months ended Sept. 30, 2011, compared
with a net loss of $5.40 million on $0 of net revenues for the
same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$9.08 million in total assets, $3.96 million in total liabilities,
and $5.11 million in total equity.

As reported by the TCR on April 29, 2011, Goldman Kurland Mohidin,
LLP, in Encino, California, expressed substantial doubt about
Stratus Media Group's ability to continue as a going concern.  The
independent auditors noted that the Company has suffered recurring
losses and has negative cash flow from operations.


SUBURBAN PROPANE: Moody's Issues Summary Credit Opinion
-------------------------------------------------------
Moody's Investors Service issued a summary credit opinion on
Suburban Propane Partners, L.P. and includes certain regulatory
disclosures regarding its ratings.  The release does not
constitute any change in Moody's ratings or rating rationale for
Suburban Propane Partners, L.P.

Moody's current ratings on Suburban Propane Partners, L.P. are:

Long Term Corporate Family Ratings (domestic currency) Rating of
Ba2

Senior Unsecured Shelf (domestic currency) Rating of (P)Ba3

Subordinate Shelf (domestic currency) Rating of (P)B1

Probability of Default Rating of Ba2

BACKED Senior Unsecured (domestic currency) Rating of Ba3

LGD BACKED Senior Unsecured (domestic currency) Assessment of 79
- LGD5

RATINGS RATIONALE

Suburban Propane Partners, L.P.'s Ba2 Corporate Family Rating
(CFR) is supported by its leading market position in propane,
proven cost reduction initiatives and very conservative financial
policies. The rating is tempered by the partnership's smaller
asset base and earnings scale relative to the larger propane
competitors and other Ba2 rated MLP peers. The rating also
incorporates Suburban's trend of declining volumes and the
challenges of operating in the highly competitive and fragmented
propane and fuel oil businesses. While large propane companies
such as Suburban typically grow through acquisitions, Moody's
expects that any major acquisition would have substantial equity
funding and that the leverage metrics would not be increased
beyond the range consistent with a Ba2 rating.

The outlook is stable. A ratings upgrade is unlikely in the near
to medium term. At Suburban's current size and business risk
profile, its Ba2 rating depends on it maintaining its conservative
financial policies relative to peers. Increases in leverage
(Debt/EBITDA) above 2.5x could result in a ratings downgrade.
While Suburban has clearly stated its desire to be a consolidator
of the major propane industry players, Moody's expects that any
major acquisition would have substantial equity funding and that
the leverage metrics would not be increased beyond around 3.5x
Debt/EBITDA, which would be consistent with a Ba2 rating for a
larger assets and earnings base.

The principal methodology used in rating Suburban Propane
Partners, L.P. was the Global Midstream Energy Industry
Methodology published in December 2010. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.


SUNVALLEY SOLAR: Delays Form 10-K for 2011
------------------------------------------
SunValley Solar, Inc., was unable to compile the necessary
financial information required to prepare a complete filing of its
annual report on Form 10-K for the period ended Dec. 31, 2011.
Thus, the Company was unable to file the periodic report in a
timely manner without unreasonable effort or expense.  The Company
expects to file within the extension period.

                       About Sunvalley Solar

Sunvalley Solar, Inc., is a California-based solar power
technology and system integration company.  Since the inception of
its business in 2007, the company has focused on developing its
expertise and proprietary technology to install residential,
commercial and governmental solar power systems.

As reported in the TCR on April 8, 2011, Sadler, Gibb and
Associates, LLC, in Salt Lake City, Utah, expressed substantial
doubt about Sunvalley Solar's ability to continue as a going
concern, following the Company's 2010 results.  The independent
auditors noted that the Company had losses from operations of
$375,839 and accumulated deficit of $958,924.

According to the Company, the success of its business plan during
the next 12 months and beyond will be contingent upon generating
sufficient revenue to cover the Company's costs of operations /or
upon obtaining additional financing.

The Company's balance sheet at Sept. 30, 2011, showed $4.41
million in total assets, $4.48 million in total liabilities and a
$68,891 total stockholders' deficit.


TAXMASTERS INC: Founder Slapped With $195 Million Verdict
---------------------------------------------------------
Citybizlist reports that a Travis County jury returned a $195
million verdict against Houston-based TaxMasters, Inc., its
predecessor companies and its founder and chief executive officer,
Patrick Cox, for violating the Texas Deceptive Trade Practices
Act.

Breakdown of the verdict:

  -- Consumer restitution: $113,099,820
  -- Civil penalties: $81,205,000
  -- Attorney fees: $1,045,998
  -- Number of Violations: 110,383

Citybizlist reports that Texas Attorney General Greg Abbott
released a statement: "The decision marks a significant victory
for the Texans and TaxMasters customers nationwide who sought help
from TaxMasters with their income tax debts and were taken
advantage of in the midst of a national economic downturn.  While
the TaxMasters CEO made hollow promises about fighting for
taxpayers and their pocketbooks in television ads, the evidence
proved that the firm didn't even bother to show up when it came
time to fulfill those promises, but instead misled and defrauded
their customers."

The report says, in an apparent effort to avoid the State's
enforcement action, TaxMasters filed for Chapter 11 bankruptcy
protection just one day before the jury trial was set to begin.
Citing the firm's bankruptcy petition, TaxMasters CEO Patrick Cox
sought to delay the trial, but his request was denied and the
trial proceeded as planned.  After an eight-day trial, the jury
found that TaxMasters, its predecessor companies and Patrick Cox
committed over 110,000 violations of the Texas Deceptive Trade
Practices Act and ordered the defendants to pay a total of over
$195 million.  Of that, over $113 million is restitution for fees
TaxMasters' customers paid to the firm, and $81 million was
further awarded in civil penalties.

TaxMasters filed a Chapter 11 petition (Bankr. S.D. Tex. Case No.
12-32064) in Houston.  Johnie J. Patterson, Esq., at Walker &
Patterson, P.C., in Houston, serves as counsel.  The Debtor
estimated up to $50,000 in assets and up to $10 million in
liabilities.


TELETOUCH COMMUNICATIONS: Agrees to Pay $2 Million to Thermo
------------------------------------------------------------
Teletouch Communications, Inc., Thermo Credit, LLC, Teletouch
Licenses, Inc., and Progressive Concepts, Inc., entered into that
certain Waiver and Amendment No. 5 effective as of Feb. 29, 2012,
to the Loan and Security Agreement, as amended to date.  Under the
terms of the Amendment No. 5, the Company made a payment on the
outstanding balance of the loan in the amount of $2 million.  In
consideration for that payment, Thermo agreed, among other things,
to:

   (i) waive any and all Events of Default, and all financial
       covenants for the 3rd fiscal quarter ended Feb. 29, 2012;

  (ii) waive any and all Financial Covenant Defaults for the 4th
       fiscal quarter ended May 31, 2012, and not to accelerate
       collection of the Note for any reason under the Loan
       Agreement through May 31, 2012; and

(iii) not to take any action to exclude, reevaluate or make any
       redetermination of any property currently included in the
       Borrowing Base through at least May 31, 2012.

In addition, Thermo agreed to grant a conditional future waiver of
any and all Financial Covenant Defaults and not to accelerate the
collection of the Note through Aug. 31, 2012, provided that
certain financial performance targets are met by the Company
during its 4th fiscal quarter ending May 31, 2012, and that the
Company, among other things, refinances certain of its existing
loans encumbering the Eligible Real Estate, thereby providing
Thermo with additional proceeds of $1.4 million on or before
July 15, 2012.

Additional provisions of Amendment No. 5 include accelerating the
Revolving Credit Maturity Date from Jan. 31, 2013, to Aug. 31,
2012, with the parties' agreement that Thermo will have no further
obligation to lend or advance any additional funds that may be or
become available under the Loan Agreement, and, a modification of
the commitment fee due under the Loan Agreement from the $90,000
earned commitment fee for the final twelve month term of the loan
that was to end on Jan. 31, 2013, to a monthly commitment fee of
$7,500, earned by and payable to Thermo on the first day of each
month beginning Feb. 1, 2012, through the earlier of the month the
loan is paid in full, or the Aug. 31, 2012, maturity date,
whichever is sooner.

As prior reported on the Company's 8-K filed Feb. 27, 2012, the
Company received a Notice of Borrowing Base Redetermination from
Thermo on Feb. 21, 2012, whereby Thermo notified the Company of
its intent to significantly modify, revalue, adjust and change the
assets that comprised the Company's Borrowing Base.  Under the
terms of the Loan Agreement, borrowings against the credit
facility are comprised of specific advance rates against the
individual and aggregate fair value of the Company's assets,
including, among others, real estate, equipment, infrastructure
assets, inventory, accounts receivable, intangible assets and
notes receivable, those assets collectively comprising the
Borrowing Base.  However, earlier this year, Thermo informed the
Company that it was not in compliance with its own borrowing base
and facility with its own lender, explaining its inability to
advance any additional funds to the Company for some time.
Thermo's Notice stated that it planned to exclude certain classes
of the Company's assets in their entirety from the Borrowing Base,
even though these assets had been previously accepted by Thermo,
and have been included in the Borrowing Base for several years -
in some instances, since the loan was originated.  If those assets
were ultimately excluded from the Borrowing Base, the Company
would have been obligated to immediately reduce its borrowings by
making a payment to Thermo of approximately $3.78 million.

The Company also reported on Feb. 27, 2012, that it had calculated
an over-advance of approximately $1.38 million, with a corollary
obligation to pay Thermo $90,000 in remaining loan commitment
fees.  During the discussions that followed receipt of the Notice,
Thermo further informed the Company that its own calculation of
the over-advanced loan amount was over $2 million.  The Company
expressed to Thermo that it disagreed with such calculation.
Regardless, as a result and prior to entering into Amendment No.
5, the Company may have been obligated to pay to Thermo a total of
over $5.87 million, by no later than April 22, 2012.

On March 8, 2012, Thermo withdrew and rescinded the Notice in
anticipation of the parties' completing and entering into the
above-referenced Amendment No. 5.

Since at least the beginning of this year, both together and
separately, Thermo and Teletouch have been working to move part or
all of the Company's current loan facility to a new financial
providers and has been actively working with Thermo to re-finance
with new lenders, all or part of its existing indebtedness to
Thermo, as a result of the restrictions placed on Thermo by its
own lender.  As of March 20, 2012, TLL has not secured new
financing to replace Thermo, but is in discussions with a number
of potential lenders, and will publicly report any refinancing
actions as they occur.  There is no assurance given that those
discussions will yield any results or that even if they do, they
will be concluded on the terms favorable to the Company.

Following the $2 million payment made in conjunction with
Amendment No. 5, and as of March 20, 2012, the Company has a total
of approximately $8.4 million outstanding under the credit
facility Agreement with Thermo.

A copy of the Amendment No.5 to Loan and Security Agreement is
available for free at http://is.gd/IuoKPW

                          About Teletouch

Teletouch Communications, Inc., offers a comprehensive suite of
wireless telecommunications solutions, including cellular, two-way
radio, GPS-telemetry and wireless messaging.  Teletouch is an
authorized provider of AT&T (NYSE: T) products and services
(voice, data and entertainment) to consumers, businesses and
government agencies, as well as an operator of its own two-way
radio network in Texas.  Recently, Teletouch entered into national
agency and distribution agreements with Sprint (NYSE: S) and
Clearwire (NASDAQ: CLWR), providers of advanced 4G cellular
network services.  Teletouch operates a chain of 26 retail and
agent stores under the "Teletouch" and "Hawk Electronics" brands,
in conjunction with its direct sales force, customer care (call)
centers and various retail eCommerce Web sites including:
http://www.hawkelectronics.com/and http://www.hawkexpress.com/

Through its wholly-owned subsidiary, Progressive Concepts, Inc.,
Teletouch operates a national distribution business, PCI
Wholesale, primarily serving large cellular carrier agents and
rural carriers, as well as auto dealers and smaller consumer
electronics retailers, with product sales and support available
through http://www.pciwholesale.com/and
http://www.pcidropship.com/among other B2B oriented Web sites.

The Company's balance sheet at Nov. 30, 2011, showed $19.72
million in total assets, $23.17 million in total liabilities and a
$3.45 million total shareholders' deficit.

As reported by the TCR on Sept. 1, 2011, BDO USA, LLP, in Houston,
Texas, noted that the Company has increasing working capital
deficits, significant current debt service obligations, a net
capital deficiency along with current and predicted net operating
losses and negative cash flows which raise substantial doubt about
its ability to continue as a going concern.


TELVUE CORP: Converts $30-Million H.F. Lenfest Debt Into Shares
---------------------------------------------------------------
As previously reported in a current report on Form 8-K filed with
the Securities and Exchange Commission on Jan. 11, 2012, TelVue
Corporation executed a Debt Conversion Agreement with H.F.
Lenfest, a director and the majority stockholder of the Company,
who held nine Line of Credit Notes and a non-interest bearing
note, issued by the Company.

At a Special Meeting of Stockholders on March 12, 2012, the
stockholders of the Company authorized and approved the Debt
Conversion Agreement and the transactions contemplated thereby.

The Company consummated the transactions contemplated by the Debt
Conversion Agreement on March 16, 2012.  $20,941,000 of the
principal amount of the Notes, plus $4,921,082 of accrued but
unpaid interest thereon through March 16, 2012, was converted into
73,891,663 shares of the Company's Common Stock, at a conversion
price of $0.35 per share.  The remaining $5,000,000 of the
principal amount of the Notes was converted into 14,285.714 shares
of the Company's Series A Convertible Preferred Stock.

The 73,891,663 shares of Common Stock and 14,285.714 shares of
Series A Convertible Preferred Stock were issued without
registration under the Securities Act of 1933, as amended,
pursuant to the exemption from registration set forth in Section
3(a)(9) of the Securities Act and the shares of Common Stock and
the Series A Convertible Preferred Stock bear a restrictive
legend.  The new securities were issued in exchange for surrender
of outstanding securities of the Company and the Company did not
pay any person for the solicitation of the exchange.

On March 16, 2012, the Company filed with the Secretary of State
of the State of Delaware the Certificate of Amendment.  The
purpose of the Certificate of Amendment was to (i) increase the
number of authorized shares of Common Stock to 600,000,000, par
value of one cent ($0.01) per share, (ii) cancel the existing
authorized but unissued class of Series A Preferred Stock and
(iii) authorize the issuance of 22,500 shares of a new class of
Series A Convertible Preferred Stock, par value one-tenth of one
cent ($0.001) per share.  All of these actions were necessary to
consummate the actions contemplated by the Debt Conversion
Agreement.  The Series A Convertible Preferred Stock is
convertible into shares of the Company's Common Stock at an
initial conversion price of $0.35 per share.

                       About TelVue Corporation

Mt. Laurel, N.J.-based TelVue Corporation is a broadcast
technology company that specializes in playback, automation and
workflow solutions for public, education and government ("PEG")
television stations; cable, telephone company ("Telco") and
satellite television providers; K-12 and higher education
institutions; and professional broadcasters.

The Company also reported a net loss of $2.43 million on
$3.40 million of revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $2.53 million on $2.71 million of
revenue for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$1.62 million in total assets, $26.15 million in total
liabilities, and a $24.52 million stockholders' deficit.

ParenteBeard LLC, in Huntingdon Valley, Pa., expressed substantial
doubt about TelVue's ability to continue as a going concern,
following the Company's 2010 results.  The independent auditors
noted that the Company has suffered recurring losses from
operations and has a net accumulated deficit.


TELVUE CORP: H.F. Lenfest Owns 91.9% of Common Stock
----------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, H.F. Lenfest disclosed that, as of March 16,
2012, it beneficially owns 126,193,963 shares of common stock and
14,285.714 shares of Series A Convertible Preferred Stock of
TelVue Corporation, representing 91.9% and 100% respectively.

The shares were acquired by the Reporting Person pursuant to the
terms of that certain Debt Conversion Agreement by and between the
Reporting Person and the Company, dated Jan. 11, 2012, and
subsequently approved by the stockholders of the Company on
March 12, 2012.  Pursuant to the Debt Conversion Agreement,
approximately $30.8 million in debt and accrued interest held by
the Reporting Person was converted into shares of Common Stock and
shares of Series A Convertible Preferred Stock of the Company.
The source of funds that was used to create the approximate $30.8
million in debt and accrued interest was cash from the Reporting
Person's personal funds.  The loans to the Company that created
such debt were not made by the Reporting Person with borrowed
funds.

On Jan. 11, 2012, the Company executed the Debt Conversion
Agreement with the Reporting Person who holds nine Line of Credit
Notes and a non-interesting bearing note, issued by the Company.
Subsequently on March 12, 2012, the stockholders of the Company
approved the Debt Conversion Agreement.  The aggregate principal
amount of the Notes is $25,941,000, and the Notes had accrued and
unpaid interest of $4,921,082, as of March 16, 2012.  Pursuant to
the Debt Conversion Agreement, the Reporting Person (i) converted
$20,941,000 of the principal amount of his Notes, plus all accrued
but unpaid interest thereon and any additional interest accrued
and unpaid on or before the closing of the Debt Conversion
Agreement into shares of the Company's Common Stock, at a
conversion price of $0.35 per share; and (ii) converted $5,000,000
of the principal amount of his Notes into 14,285.714 shares of the
Company's Series A Convertible Preferred Stock.  The Series A
Convertible Preferred Stock is convertible into shares of the
Company's Common Stock at an initial conversion price of $0.35 per
share.

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

                        http://is.gd/G3gUb4

                      About TelVue Corporation

Mt. Laurel, N.J.-based TelVue Corporation is a broadcast
technology company that specializes in playback, automation and
workflow solutions for public, education and government ("PEG")
television stations; cable, telephone company ("Telco") and
satellite television providers; K-12 and higher education
institutions; and professional broadcasters.

The Company also reported a net loss of $2.43 million on
$3.40 million of revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $2.53 million on $2.71 million of
revenue for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$1.62 million in total assets, $26.15 million in total
liabilities, and a $24.52 million stockholders' deficit.

ParenteBeard LLC, in Huntingdon Valley, Pa., expressed substantial
doubt about TelVue's ability to continue as a going concern,
following the Company's 2010 results.  The independent auditors
noted that the Company has suffered recurring losses from
operations and has a net accumulated deficit.


TELVUE CORP: Incurs $3.5 Million Net Loss in 2011
-------------------------------------------------
TelVue Corporation filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$3.49 million on $4.78 million of revenue in 2011, compared with
a net loss of $5.88 million on $3.97 million of revenue in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $1.65 million
in total assets, $27.12 million in total liabilities and a $25.46
million stockholders' deficit.

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

                        http://is.gd/HxkYMe

                       About TelVue Corporation

Mt. Laurel, N.J.-based TelVue Corporation is a broadcast
technology company that specializes in playback, automation and
workflow solutions for public, education and government ("PEG")
television stations; cable, telephone company ("Telco") and
satellite television providers; K-12 and higher education
institutions; and professional broadcasters.

ParenteBeard LLC, in Huntingdon Valley, Pa., expressed substantial
doubt about TelVue's ability to continue as a going concern,
following the Company's 2010 results.  The independent auditors
noted that the Company has suffered recurring losses from
operations and has a net accumulated deficit.

As a result of the the material changes to the Company's financial
position subsequent to Dec. 31, 2011, the Company believes any
substantial doubt regarding the going concern assumption used in
preparing the accompanying financial statements has been
alleviated.


TERRY DIEHL: Files for Chapter 11 Bankruptcy Protection
-------------------------------------------------------
The Salt Lake Tribune reports that developer Terry Diehl, a former
member of the Utah Transit Authority board, filed on March 30,
2012, for Chapter 11 bankruptcy in Utah Bankruptcy Court.  Public
records show he owes more than $43 million.

According to the report, Mr. Diehl's largest debt is with America
First Credit Union in Ogden, to which he owes a total of more than
$23 million for three separate loans he personally guaranteed.
But the list of creditors includes everything from Las Vegas
casinos to a woman seeking spousal support.  Local construction
and development companies are also owed large amounts, under Mr.
Diehl's list of creditors that hold the 20 largest unsecured
claims.

The report notes Mr. Diehl has filed for bankruptcy at least once,
in 1992.

The report adds Mr. Diehl owes $11 million to Bodell Construction
Co. of Salt Lake City; $1.49 million to South Mountain, LC, a
company he helped found; $800,000 to Kaysville Development; and
$350,000 to Cache Valley Bank.  He also owes $500,000 for several
cars, $72,000 in spousal support, and a combined $450,000 to the
MGM Grand and Aria casinos in Las Vegas.

According to the report, Mr. Diehl previously has been sued over
some of the listed debts, including in a 2011 case in which he was
ordered to pay $2 million to developers South Mountain and GEM.
The plaintiffs accused Mr. Diehl of diverting the money into a
retirement account.  Both are among the top 20 creditors.

The report relates Mr. Diehl had claimed that since the housing
crisis of 2008, the 43 single-family homes planned for Tavaci
property would not allow him to recoup his investment on the
property at the base of Big Cottonwood Canyon.  Mr. Diehl had
hoped to secure the right to build about 300 condos, as well as a
boutique hotel, restaurants and shops.  Cottonwood Heights leaders
balked at the high density but had offered a compromise of about
150 residential units.


THOR INDUSTRIES: Case Summary & 19 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Thor Industries, LLC
        136 Campground Road
        Lake City, TN 37769

Bankruptcy Case No.: 12-50625

Chapter 11 Petition Date: March 30, 2012

Court: U.S. Bankruptcy Court
       Eastern District of Tennessee (Greeneville)

Judge: Marcia Phillips Parsons

Debtor's Counsel: Dean B. Farmer, Esq.
                  HODGES, DOUGHTY & CARSON PLLC
                  P.O. Box 869
                  Knoxville, TN 37901
                  Tel: (865) 292-2307
                  Fax: (865) 292-2252
                  E-mail: dfarmer@hdclaw.com

Scheduled Assets: $11,973,457

Scheduled Liabilities: $9,999,959

The petition was signed by R. Steven Williams, Sr., chief manager.

Debtor's List of Its 19 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Addicor                            Loan                   $127,509
P.O. Box 308
Caryville, TN 37714

Mirobo                             Loan                   $114,948
Boog Potter
10325 Yellow Pine Lane
Knoxville, TN 37932

Souther Consulting                 Services                $12,250
P.O. Box 10686
Knoxville, TN 37939

Clinton Utilities Board            Services                $10,042

Sturgill, Snyder & Associates      Services                 $9,791

Econo Lift Boat Hoist, Inc.        Purchases                $7,712

Anderson County Water Authority    Services                 $3,177

WTNZ, LLC Fox 43                   Services                 $3,045

Rice Oil Company                   Services                 $2,912

TSYS                               Services                 $2,723

Troutman & Troutman, PC            Services                 $2,500

United Healthcare Insurance        Insurance Services       $2,392

Cannon & Cannon, Inc.              Services                 $2,135

Verizon Wireless                   Services                 $1,848

Lake City Water & Sewer Dept.      Services                 $1,700

FFVA Mutual                        Insurance Services         $873

Foundation Systems Engineering     Services                   $832

Comcast                            Services                   $775

Campbell County Clerk              Taxes                      $649


TONGJI HEALTHCARE: Delays Form 10-K for 2011
--------------------------------------------
Tongji Healthcare Group, Inc., has encountered a delay in
assembling the information, in particular its financial statements
for the fiscal year ended Dec. 31, 2011, required to be included
in its Dec. 31, 2011, Form 10-K Annual Report.  The Company
expects to file its Form 10-K Annual Report with the U.S.
Securities and Exchange Commission 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.

The Company reported a net loss of $56,232 on $1.92 million of
total operating revenue for the year ended Dec. 31, 2010, compared
with a net loss of $324,335 on $1.87 million of total operating
revenue during the prior year.  The Company also reported a net
loss of $45,730 on $1.90 million of total operating revenue for
the nine months ended Sept. 30, 2011.

The Company's balance sheet at Sept. 30, 2011, showed
$10.36 million in total assets, $10.19 million in total
liabilities, and $165,086 in total stockholders' equity.

As reported by the TCR on April 25, 2011, Kabani & Company, Inc.,
in Los Angeles, Calif., noted that the Company's significant
operating losses and insufficient capital raise substantial doubt
about its ability to continue as a going concern.


TRAINOR GLASS: U.S. Trustee Forms 3-Member Creditor's Committee
---------------------------------------------------------------
The U.S. Trustee for Region 10 appointed three creditors to serve
on an Official Committee of Unsecured Creditors in the Chapter 11
case of Trainor Glass Company.

The members of the committee are:

  a) International Painters and Allied
     Attn: Gary Meyers
     Trade Industry Pension Fund
     7234 Parkway Drive
     Hanover, MD 21076

  b) Knowles Door Check Co., Inc.
     Attn: Brenda Greathouse
     302 Highway 251 S.
     Olney, TX 76374

  c) Oldcastle Building Envelope
     Attn: Mollie L. Hines
     2745 Dallas Parkway, Suite 560
     Plano, TX 75093

Trainor Glass Company, doing business as Trainor Modular Walls,
Trainor Solar, and Trainor Florida, filed for Chapter 11
bankruptcy (Bankr. N.D. Ill. Case No. 12-09458) on March 9, 2012.
The Hon. Carol A. Doyle oversees the case.  David A. Golin, Esq.,
Michael L. Gesas, Esq., and Kevin H. Morse, Esq., at Arnstein &
Lehr LLP, serve as the Debtor's counsel.  The Debtor estimated
both assets and debts of between $50 million and $100 million.

Trainor was founded in 1953 by Robert J. Trainor Sr. to pursue a
residential glass business in Chicago, Illinois.  Trainor's
business model was focused on quality fabrication, design,
engineering, and installation of glass products and framing
systems in virtually every architectural application, including
(a) new construction, (b) green-building solutions, (c) building
rehabilitation, (d) storefronts and entrances, (e) tenant
interiors, and (f) custom-specialty work.


TRI-CITIES FUNERAL: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Tri-Cities Funeral Home, LLC, Debtor
        2360 Highway 75
        P.O. Box 111
        Blountville, TN 37617

Bankruptcy Case No.: 12-50622

Chapter 11 Petition Date: March 30, 2012

Court: United States Bankruptcy Court
       Eastern District of Tennessee (Greeneville)

Judge: Marcia Phillips Parsons

Debtor's Counsel: Mark S. Dessauer, Esq.
                  HUNTER, SMITH & DAVIS LLP
                  1212 North Eastman Road
                  P.O. Box 3740
                  Kingsport, TN 37664
                  Tel: (423) 378-8840
                  Fax: (423) 378-8801
                  E-mail: dessauer@hsdlaw.com

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

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

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

The petition was signed by Jeffrey Gasperson, sole member.


TRI-CITIES MEMORY: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Tri-Cities Memory Gardens, Inc.
        2360 Highway 75
        P.O. Box 6
        Blountville, TN 37617

Bankruptcy Case No.: 12-50618

Chapter 11 Petition Date: March 30, 2012

Court: United States Bankruptcy Court
       Eastern District of Tennessee (Greeneville)

Judge: Marcia Phillips Parsons

Debtor's Counsel: Mark S. Dessauer, Esq.
                  HUNTER, SMITH & DAVIS LLP
                  1212 North Eastman Road
                  P.O. Box 3740
                  Kingsport, TN 37664
                  Tel: (423) 378-8840
                  Fax: (423) 378-8801
                  E-mail: dessauer@hsdlaw.com

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

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

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

The petition was signed by Jeffrey Gasperson, president.


TRIBUNE CO: Supplemental Disclosures Hearing Reset Sine Die
-----------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware rescheduled the hearing to consider approval
of the solicitation procedures and supplemental disclosure
document for the Third Amended Joint Plan of Reorganization for
Tribune Company and its debtor affiliates, from March 30, 2012,
to a later date to be determined.

The Court converted the March 30 hearing to a telephonic status
conference only with respect to the Solicitation Procedures and
Supplemental Disclosure Document.

On March 16, 2012, Tribune; the Official Committee of Unsecured
Creditors; Oaktree Capital Management, L.P.; Angelo, Gordon &
Co., L.P.; and JPMorgan Chase Bank, N.A. filed a modified Third
Amended DCL Plan that assumes the Reorganized Debtors'
Distributable Value at a range of $6.917 billion to $7.826
billion to $7.826 billion with an approximate mid-point of $7.372
billion.

The Third Amended Plan eliminates the Creditors' Trust, which was
included in previous plans, and updates the Debtors' valuation and
financial projections.

Tribune Chief Restructuring Officer Donald J. Liebentritt relates
that, in response to the objections of certain creditors and
because it no longer appears to serve its original purpose, the
DCL Plan Proponents agreed to eliminate the Creditors' Trust.  As
a result, on the effective date of the Plan, all Holders of
Senior Loan Claims, Bridge Loan Claims, Senior Noteholder Claims,
Other Parent Claims, EGI-TRB LLC Notes Claims, and PHONES Notes
Claims will retain any Disclaimed State Law Avoidance Claims that
they may have under applicable law.

                        About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.   The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Tribune CRO Don Liebentritt said it is possible the media company
could emerge late in the third quarter of 2012.

Bankruptcy Creditors' Service, Inc., publishes TRIBUNE BANKRUPTCY
NEWS.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRIBUNE CO: Hearings Held on Allocation Disputes
------------------------------------------------
Bankruptcy Judge Kevin Carey held hearings on March 5, and 6, 2012
with respect to several disputes that affect distributions under
Tribune Co.'s Third Amended Joint Plan of Reorganization.  The
Court has yet to rule on the Allocation Disputes.

The Allocation Disputes primarily involve which categories of
plan distributions are subject to the subordination provisions of
the PHONES Notes Indenture and the subordination agreement
governing the EGI-TRB LLC Notes and Other Parent Claims are
entitled to the benefit of the PHONES and EGI-TRB Subordination
Provisions.  Per the Third Amended DCL Plan, the Allocation
Disputes will not include any disputes regarding the allocation
of distributions from the Creditors' Trust and the
PHONES/Settlement.

                   Allocation Response Briefs

Before the hearing, parties-in-interest filed response briefs
with respect to the Allocation Disputes.

(A) Debtors

The Debtors insisted that the Bankruptcy Court has jurisdiction
to hear and resolve the Allocation Disputes and to move forward
with and to enter an order regarding confirmation of the Third
Amended Plan, notwithstanding the divestiture rule cited by
Wilmington Trust Company.  Regardless of how the merits of the
contract subordination disputes are resolved, the Third Amended
Plan provides for the same treatment and treatment elections for
all Holders of Retiree Claims, regardless of whether they are
Teitelbaum & Baskin LLP clients or not, the Debtors maintained.

(B) Creditors' Committee

The Official Committee of Unsecured Creditors asserted that the
treatment of creditors provided for in the DCL Plan satisfies the
requirements of the Bankruptcy Code and does not discriminate
unfairly against the Senior Noteholders.  The Creditors'
Committee explained that it measured the possible harm to the
dissenting class in arriving to its conclusion that the DCL
Plan's initial distributions to Senior Noteholders are never more
than 8.5% lower than the distributions they assert to be entitled
to even if all disputed variables are resolved entirely in the
Senior Noteholders' favor.

The Debtors joined in the Creditors' Committee response brief.
Separately, the Creditors' Committee adopts the Debtors' argument
regarding the Bankruptcy Court's jurisdiction to hear and resolve
the Allocation Disputes in connection with WTC's notice of
appeal.

(C) Oaktree Capital

DCL Plan Proponent, Oaktree Capital Management, L.P., clarified
that it does not have an evidentiary burden of establishing
seniority under the applicable subordination agreements, as
asserted by the Indenture Trustees.  Here, the subordination
agreements are plain on their face and the facts are not in
dispute that the Swap Claim constitutes a "Senior Obligation
under the EGI-TRB LLC Subordination Agreement and "Senior
Indebtedness" under the PHONES Indenture, Oaktree insisted.

(D) Aurelius Capital

On behalf of Aurelius Capital Management, LP, on behalf of itself
and its managed entities, William P. Bowden, Esq., at Ashby &
Geddes, P.A., in Wilmington, Delaware, contended that all factors
weigh in favor of determining the priority of postpetition
interest on Senior Indebtedness under the PHONES Subordination in
connection with the resolution of the other Allocation Disputes.
Senior Note Trustees Law Debenture Trust Company of New York and
Deutsche Bank Trust Company of Americas, however, ignored that
the PHONES Indenture does explicitly address the circumstance
under which postpetition interest on Senior Indebtedness will be
afforded senior status, he pointed out.  In response to WTC, the
PHONES Indenture is clear that the outstanding balance of the
PHONES Notes was reduced by the amount of the tendered PHONES
Notes once the Tendered PHONES Notes were delivered by DBTCA for
exchange and ultimate cancellation, he argued.  Thus, the claims
of the tendering PHONES Noteholders should be allowed in the LOW
PHONES amount of $759,252,932, he maintained.

Aurelius joined in WTC's opening brief with respect to the
assertion that the Class 1F Other Parent Claims, including the
Swap Claim, Retiree Claims, Trade Claims, and other claims in the
Other Parent Claim catch-all class, are not "Senior Indebtedness"
under the PHONES Indenture.  Aurelius also supports the positions
in the Senior Note Trustees' opening brief, except for positions
articulated in "Section III" of the Opening Brief.

(E) Senior Notes Trustee

In a joint response brief, the Senior Notes Trustees asserted
that the terms of the Subordination Agreements clearly and
unambiguously provide that the PHONES and EGI Notes are
subordinate in right of payment to Senior Indebtedness and Senior
Obligations as to any and all payments on account of those
claims.  Counsel to the Senior Note Trustees, Katharine L. Mayer,
Esq., at McCarter & English, LLP, in Wilmington, Delaware, argued
that the Times Mirror Retirees' and Oaktree's opening briefs
reflect their inability to satisfy their burden to prove that
they qualify as senior debt under the plain terms of the
Subordination Agreements.  Put simply, the recoveries under the
current version of the DCL Plan grant the Other Parent Claims a
percentage recovery on their claims at least 53% greater than the
distribution to the Senior Noteholders, excluding the
distribution to the PHONES and EGI Claims that must be
reallocated to the Senior Notes under the Subordination
Agreements and Section 510(a) of the Bankruptcy Code, she pointed
out.

(F) Davidson Kempner

Davidson Kempner Capital Management LLC, as indenture investment
advisor, and Brigade Capital Management, LLC joined in the Senior
Notes Trustees' response brief.  Each of Davidson Kempner and
Brigade Capital wishes to clarify for the Court that neither of
them was ever a proponent of the Noteholder Plan, nor did any of
them ever join in the Noteholders' objection to confirmation of
the DCL Plan.  Thus, the joining parties ask the Court to not
consider any of the assertions made by Oaktree of its opening
brief to apply to them.

(G) Wilmington Trust

In connection, WTC insisted that the PHONES and EGI contractual
subordination should be enforced strictly.  Notably, the PHONES
Indenture provides that WTC subrogates to each and every dollar
of senior creditor claim satisfied by contractual subordination
turnover, and that is true even respecting senior creditor claims
satisfied via reallocation from EGI-TRB to WTC and from WTC to
senior creditors, counsel to WTC, William D. Sullivan, Esq., at
Sullivan Hazeltine Allinson PLC, in Wilmington, Delaware,
explained.  He further averred that the PHONES are senior in
right of payment to the EGI-TRB Notes.  While there were some
changes to the business terms, and an additional restriction on
the scope of subordination to exclude trade payables and accrued
expenses from "Senior Obligations," the evidence overwhelmingly
shows that the relevant terms of the EGI Subordination Agreement
remain substantially the same, including as to the PHONES, he
insisted.

(H) EGI-TRB

EGI-TRB maintained that there is no basis for the Court to
reconsider its ruling that Chapter 5 avoidance recoveries are not
assets of Tribune as sought by Oaktree and Law Debenture.   As of
the Petition Date, a debtor has no legal or equitable interest in
the funds it transferred prepetition, so those funds could not be
among a debtor's assets.  Moreover, the EGI-TRB Subordination
Agreement does not subordinate EGI-TRB's right to participate in
Chapter 5 avoidance recoveries, he argued.  The EGI-TRB Note is
senior to the PHONES with respect to avoidance recoveries and
that EGI-TRB is not required to pay over to the Senior
Obligations its pro rata share of the PHONES' avoidance
recoveries, he maintained.

(I) TM Retirees

On behalf of the TM Retirees, Jay Teitelbaum, Esq., at Teitelbaum
& Baskin, LLP, in White Plains, New York, noted that any issue
relating to the PHONES Claims being subordinated to the proceeds
of the DCL Plan Settlement has been resolved.  Pursuant to the
rules of construction applied by the Court in the Reconsideration
Decision, the EGI Subordination Agreement applies to all payments
and distributions under the Third DCL Plan, including with
respect to the proceeds of the Litigation Trust and the DCL Plan
Settlement, he pointed out.  Notwithstanding what Law Debenture,
WTC and EGI-TRB will say to further their own interests, the
prior rulings of the Court and the principles of contract
interpretation upon which those parties purport to rely,
indisputably demonstrate that the TM Retiree Claims are Senior
Indebtedness and Senior Obligations, he insisted.

                          *     *     *

In connection with the Allocation Disputes Hearing, the parties
entered into stipulations of facts with respect to documents that
may be treated for evidentiary purposes.  Subsequently, the
parties jointly filed a master exhibit list, as amended, for use
in connection with the Allocation Dispute Hearing.  The exhibits
are grouped by these categories:

* PHONES Operative Documents;
* EGI-TRB Operative Documents;
* Swap;
* Retirees;
* Remaining Other Parent Claims;
* Unfair Discrimination;
* High/Low PHONES; and
* PHONES/EGI-TRB Priority.

At the March 6 hearing, the Debtors asked the Court to place the
individual retirement agreements (a.k.a. letter agreements) of
certain TM Retirees under seal and the Court, hearing no
objections, agreed.  At the Debtors' behest, the Court placed
Exhibits 39 and 40 under seal as deemed confidential exhibits.

                   Parties File Rebuttal Letters

Following the Allocation Dispute hearings, the parties filed
rebuttal letters addressing certain positions asserted during the
Allocation Dispute hearings.

(A) Debtors

Counsel to the Debtors, James F. Conlan, Esq., at Sidley Austin
LLP, in New York, argued that the Senior Noteholders do not have
a legal, non-bankruptcy entitlement to 100% of the subordinated
creditors' portion of the settlement proceeds even if the Court
concludes that none of the Other Parent Claims are entitled to
seniority.  On the contrary, the PHONES and EGI-TRB Notes are
subordinated not only to the Senior Noteholders but also to the
Senior Lenders and Bridge Lenders, he clarified.  Under the DCL
Plan Settlement, the LBO Lenders have provided at least $445.6
million in settlement consideration of which $174.5 million would
be distributed to holders of the PHONES and EGI-TRB Notes but for
the subordination of such obligations, he noted.  Moreover, the
LBO Lenders' waiver of their rights to seniority provides the
Senior Noteholders with far more than their legal entitlements.
In this context, in which the Senior Lenders are bypassing their
contractual subordination rights, the Court can appropriately
rely on Section 1129(b) of the Bankruptcy Code, in determining
whether or not this settlement unfairly discriminates, he
asserted.

(B) Senior Note Trustee

In response, the Senior Note Trustees complained that the
Debtors' March 9, 2012 letter is procedurally improper because it
is not a rebuttal to their arguments, but a late response to the
Senior Note Trustees' Opening Briefs.  The Senior Note Trustees
thus asked the Court to disregard the March 9 letter.  In the
alternative, the Senior Note Trustees sought Court permission to
file a letter that responds to the "Debtors' entirely new, yet
specious argument."  In the letter, David S. Rosner, Esq., at
Kasowitz, Benson, Torres & Friedman LLP, in New York, counsel to
the Senior Note Trustees, argued that the Debtors' contention
that the DCL Plan Proponents may, by virtue of such subordination
rights, divert to the holders of Other Parent Claims Settlement
proceeds that should be paid over to Senior Noteholders is
without merit.  The DCL Plan Proponents have never disclosed that
the Settlement includes such a provision nor could the Court
approve such a provision, he insisted.

Counsel to the Debtors, Mr. Conlan reminded the Court that
counsel for WTC argued during the hearing regarding the Senior
Noteholders' purported legal entitlement to 100% of the
settlement proceeds that would be distributed to holders of the
PHONES and EGI-TRB Notes.  He maintained that the Debtors'
March 9 Letter squarely addresses this contention.

(C) Creditors' Committee

The Creditors' Committee responded to WTC's suggestion at the
hearing that giving effect to the plain meaning of the phrase
"notwithstanding section 510(a)" in Section 1129(b) of the
Bankruptcy Code would "eviscerate" contractual subordination..."
Counsel to the David LeMay, Esq., at Chadbourne & Parke LLP, in
New York, argued the "fair and equitable test" prevents
subordination agreements from being subverted for the benefit of
the subordinated classes.  The "unfair discrimination" test's
materiality element ensures basic "horizontal" fairness as
between the Senior Noteholders and the Other Parent Claims, he
pointed out.  Allowing a plan to have flexibility in the
treatment of different classes -- so long as it is fair and
equitable" to, and does not "discriminate unfairly" against,
dissenting classes -- is entirely consistent with the terms of
Section 1129(b) and the purposes of Chapter 11, he insisted.

(D) Other Parties

Other parties offered these rebuttal arguments, including:

(1) On behalf of Oaktree, James Johnston, Esq., at Dewey &
    LeBoeuf LLP, in Los Angeles, California --
    jjohnston@deweyleboeuf.com -- argued that to the extent the
    Court considers evidence beyond the plain language of the
    subordination agreements, the record of extrinsic evidence
    clearly establishes that the Swap Claim is senior to both
    the PHONES Notes and the EGI Subordinated Notes.  Notably,
    that EGI -- the party that actually negotiated the EGI
    Subordination Agreement -- never argued that the Swap Claim
    was not a "Senior Obligation," he pointed out.

(2) Aurelius and the Senior Note Trustees insisted that the EGI
    Subordination Agreement plainly requires turnover to holders
    of Senior Obligations of all payments on "Subordinated
    Obligations."  Likewise, the EGI Noteholders may not
    exercise any right to receive a turnover of distributions
    from the PHONES Noteholders, or to share in any proceeds of
    Chapter 5 causes of action before Senior Obligations are
    paid in full in cash, the Senior Noteholders argued.

(3) Mr. Rosner stated that Brian Whittman testified that neither
    the Financial Accounting Standards nor GAAP distinguishes
    between expenses accrued as current liabilities and expenses
    accrued as non-current liabilities to define an accrued
    expense, in contrast to the TM Retirees' assertion.  More
    importantly, the DCL Plan is not only depriving the Senior
    Noteholders of the full benefit of the subordination
    provisions and discriminating against them by no less than
    53% but is also diverting such recovery to other classes,
    Mr. Rosner insisted.

(4) Counsel to EGI-TRB, David J. Bradford, Esq., at Jenner &
    Block LLP, in Chicago, Illinois, clarified that because EGI-
    TRB is subordinated only as to "assets of the Company," the
    Court's analysis in its Oct. 31 Confirmation Opinion, rather
    than In re Exide Technologies, 303 B.R. 48 (Bankr. D. Del
    2003) or the Reconsideration Opinion applies.  Exide is
    relevant, but only because it demonstrates the type of
    express language that sophisticated parties use to
    subordinate the re-allocation of settlement payments from
    third parties; that language is conspicuously absent from
    the EGI-TRB Subordination Agreement, he averred.

(5) The TM Retirees' counsel, Mr. Teitelbaum explained that the
    TM Retiree obligations assumed in the merger were recorded
    as a non-current liability -- not an expense.  Law Debenture
    ignores the distinction with a misleading citation to a
    textbook, he asserted.  To the extent that any portion of
    the obligations to the TM Retirees could be characterized as
    an accrued expense, it is only the $5.899 million current
    liability identified by Tribune, he said.  The assumption of
    the obligations by Tribune in the merger is not an
    obligation incurred in the ordinary course of business, he
    insisted.

During the March 5 hearing, counsel for WTC acknowledged that the
Indenture Trustee is no longer prosecuting the PHONES/Settlement
Dispute in connection with the Allocation Dispute hearings before
the Court, but is instead reserving its rights with respect to,
among other things, the PHONES/Settlement Dispute, according to
the Third Amended DCL Plan.

                        About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.   The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Tribune CRO Don Liebentritt said it is possible the media company
could emerge late in the third quarter of 2012.

Bankruptcy Creditors' Service, Inc., publishes TRIBUNE BANKRUPTCY
NEWS.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRIBUNE CO: Pulls Out TV Stations From DirecTV
----------------------------------------------
Tribune Company said March 31, 2012, that its television stations
in 19 markets across the country will no longer be available via
DirecTV, denying subscribers access to the local news, traffic,
weather, sports and entertainment programming provided by those
stations, effective March 31.  DirecTV subscribers will also be
unable to watch WGN America, Tribune's national cable network.

Tribune Broadcasting's contract with DirecTV was slated to expire
March 31 and a new agreement has not been reached.  By federal
law, without an agreement in place, DirecTV cannot carry the
signal of Tribune's local television stations.  Tribune's local
stations in the eastern time zone will be the first to be denied
by DirecTV to its subscribers.  Stations in other time zones will
follow.

"This situation is extremely unfortunate," said Nils Larsen,
Tribune Broadcasting president.  "We don't want anyone to lose
the valuable programming we provide, but we simply cannot get
fair compensation from DirecTV and we cannot allow DirecTV to
continue taking advantage of us."

DirecTV has never compensated Tribune for the rebroadcast of its
television stations and Tribune is asking for an agreement that
is similar to those that DirecTV already has in place with
hundreds of other broadcasters and program providers.

"As baseball season gets underway, DirecTV's inflexibility means
sports fans in some of our local markets such as Chicago,
Philadelphia, and Washington, will be deprived of one of
baseball's most cherished events -- Opening Day," said Mr.
Larsen.

In Chicago, Cubs and White Sox baseball games broadcast on WGN-TV
will be lost to subscribers, including the home openers of both
teams.  DirecTV subscribers in Philadelphia will lose access to
Phillies baseball on WPHL-TV, including the team's home opener.
In Washington, D.C., subscribers who are fans of the Nationals
will not be able to see Nationals games on WDCW-TV, including
their Opening Day contest with the Chicago Cubs.  In New York,
DirecTV subscribers will lose access to Mets baseball broadcast
via WPIX-TV.  Finally, DirecTV subscribers across the country
will lose access to HD sports programming such as Chicago Cubs
and Chicago White Sox baseball broadcast by WGN America.

"In addition, local news, weather, traffic and sports coverage
will also be lost, as well as the high-quality entertainment
programming we offer on our local stations," said Mr. Larsen.
"This is a terrible outcome for the communities we serve and we
regret that DirecTV has put us in this position."

In those markets in which Tribune owns the local Fox affiliate,
DirecTV subscribers will lose entertainment programming such as
"American Idol," "Glee," "New Girl" and sports programming such
as NASCAR and Major League Baseball.  In those markets where
Tribune owns the local affiliate of The CW Network, DirecTV
subscribers will lose programming such as "America's Next Top
Model," "Gossip Girl," "Supernatural," "Vampire Diaries," and the
series finale of "One Tree Hill."  In New Orleans, where Tribune
owns the local ABC affiliate, "Modern Family," and NBA basketball
games will be unavailable to subscribers.

"There are options for DirecTV subscribers," said Mr. Larsen.
"They don't have to miss their regular news or favorite shows.
Our broadcast stations are available for free in HD with a TV
antenna or through an alternative pay-TV provider."

Tribune has established a web site, www.telldirectv.com, to
enable DirecTV subscribers to register their concerns about
losing this valuable programming.  "We've seen tremendous traffic
to the website and a very high volume of calls, and we know that
people will be disappointed and upset," said Mr. Larsen.  "We're
urging DirecTV subscribers to continue to make sure they are
heard by calling DirecTV and engaging in social media via Twitter
and Facebook."

TRIBUNE is one of the country's leading multimedia companies,
operating businesses in broadcasting, publishing, and
interactive.  The company's broadcasting group owns or operates
23 television stations, WGN America on national cable and
Chicago's WGN-AM.  In publishing, Tribune's leading daily
newspapers include the Los Angeles Times, Chicago Tribune, The
Baltimore Sun, Sun Sentinel (South Florida), Orlando Sentinel,
Hartford Courant, The Morning Call and Daily Press.  Popular news
and information Web sites complement Tribune's print and
broadcast properties and extend the company's nationwide
audience.

                        About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.   The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Tribune CRO Don Liebentritt said it is possible the media company
could emerge late in the third quarter of 2012.

Bankruptcy Creditors' Service, Inc., publishes TRIBUNE BANKRUPTCY
NEWS.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRY US: Case Summary & 18 Largest Unsecured Creditors
-----------------------------------------------------
Debtor: Try Us, LLC
        636 Old Route 66, #21
        St. Robert, MO 65584

Bankruptcy Case No.: 12-60553

Chapter 11 Petition Date: March 30, 2012

Court: United States Bankruptcy Court
       Western District of Missouri (Springfield)

Judge: Arthur B. Federman

Debtor's Counsel: Tyce S. Smith, Esq.
                  SMITH & TURLEY
                  P.O. Box 494
                  Waynesville, MO 65583
                  Tel: (573) 336-5222
                  Fax: (573) 336-2282
                  E-mail: tyce@smithturley.com

Scheduled Assets: $2,745,250

Scheduled Liabilities: $2,836,453

A list of the Company's 18 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/mowb12-60553.pdf

The petition was signed by Imogene Springer, trustee of The
Springer Trust.


TUMBLE BROOK: Members Form Group to Acquire Club's $8MM Debt
------------------------------------------------------------
The Hartford Courant reports that Brian Newman, president of
Tumble Brook Country Club, said 79 of the country club's members
have formed a limited liability corporation, TBCC Investor, to
acquire the club's $8 million of debt from a lender.

According to the report, the Club filed for Chapter 11 bankruptcy
reorganization due to a decline in membership beginning in 2008
and had difficulty keeping up with debts associated with
improvements made at its course.  "It really puts us in control of
our destiny," the report quotes Mr. Newman as saying.  He said he
hoped that Tumble Brook would emerge from bankruptcy by the end of
April. "We're creating a sound financial foundation."

Tumble Brook was formed in 1922.  It opened its first nine-hole
course in 1924, expanded to 18 holes in 1949 and to 27 holes in
1970, according to the club's Web site.

Based in Bloomfield, Connecticut, Tumble Brook Country Club
Incorporated operates a golf course.  The Company filed for
Chapter 11 protection (Bankr. D. Conn. Case No. 12-20570) on
March 15, 2012.  Judge Albert S. Dabrowski presides over the case.
Scott D. Rosen, Esq., at Cohn Birnbaum & Shea P.C., represents the
Debtor.  The Debtor listed assets of $4,591,597 and liabilities of
$8,167,295.


UNILAVA CORPORATION: Delays Form 10-K for 2011
----------------------------------------------
Unilava Corporation was unable, without unreasonable effort and
expense, to prepare the financial statements for the period ended
Dec. 31, 2011, in sufficient time to allow the timely filing of
its Annual Report for the period ended Dec. 31, 2011.

                      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 reported a net loss of $1.00 million in 2010, compared
with a net loss of $1.81 million in 2009.  The Company also
reported a net loss of $1.07 million for the nine months ended
Sept. 30 2011.

The Company's balance sheet at Sept. 30, 2011, showed $4.12
million in total assets, $6.05 million in total liabilities and a
$1.93 million total stockholders' deficit.

As reported by the TCR on April 14, 2011, De Joya Griffith &
Company, LLC, in Henderson, Nevada, said that the Company has
suffered losses from operations, which raises substantial doubt
about its ability to continue as a going concern.  The Company has
recently sustained operating losses and has an accumulated deficit
of $2.38 million at Dec. 31, 2010.  In addition, the Company has
negative working capital of $4.59 million at Dec. 31, 2010.

UNITED RETAIL: Files Scheduled of Assets and Liabilities
--------------------------------------------------------
United Retail Group, Inc., filed with the U.S. Bankruptcy Code for
the Southern District of New York its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property            $4,133,838
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $34,721,674
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                      ($20,861,460)
                                 -----------      -----------
        TOTAL                     $4,133,838      $13,860,214

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

                      About United Retail Group

United Retail Group Inc., owner of the Avenue brand of women's
fashion apparel and a subsidiary of Redcats USA, sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 12-10405) on Feb. 1,
2012, as it seeks to sell the business to Versa Capital Management
for $83.5 million, subject to higher and better offers.

The Company's legal advisor is Kirkland & Ellis LLP; AlixPartners
LLP serves as restructuring advisor and Peter J. Solomon Company
serves as financial advisor and investment banker; and Donlin
Recano & Company Inc. is the notice, claims and administrative
agent.  Versa Capital's legal advisor is Sullivan & Cromwell LLP.

Avenue has 433 stores and an e-commerce site --
http://www.avenue.com/. Avenue employs roughly 4,422 employees,
roughly 294 of which are located at Avenue's corporate
headquarters in Rochelle Park, New Jersey or at the Troy
Distribution Facility.  The Company disclosed $117.2 million in
assets and $67.3 million in liabilities as of the Chapter 11
filing.

Cooley LLP serves as counsel for the Official Committee of
Unsecured Creditors.  CBIZ MHM, LLC and CBIZ, Inc., serves as its
financial advisor.


VIEW SYSTEMS: Delays Form 10-K for 2011
---------------------------------------
View Systems Inc. was informed by its present auditor that his
State of Ohio license renewal has been delayed, which will cause
him to be unable to render an audit opinion for the Company on a
timely basis.  Accordingly, the Company will not be able to file
timely its Form 10-K for the period ended Dec. 31, 2011.

                        About View Systems

Baltimore, Md.-based View Systems, Inc., develops, produces and
markets computer software and hardware systems for security and
surveillance applications.

The Company reported a net loss of $368,329 on $576,735 of
net revenues for the nine months ended Sept. 30, 2011, compared
with a net loss of $294,065 on $722,042 of net revenues for the
same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$1.48 million in total assets, $1.82 million in total liabilities,
and a $339,294 total stockholders' deficit.

As reported in the TCR on March 15, 2011, Robert L. White &
Associates, Inc., in Cincinnati, Ohio, expressed substantial doubt
about View Systems' ability to continue as a going concern,
following the Company's 2010 results.  The independent auditors
noted that the Company had a net loss of $513,353 for the year
ended Dec. 31, 2010, and has an accumulated deficit of $22,837,787
at Dec. 31, 2010.


VYCOR MEDICAL: Incurs $4.7 Million Net Loss in 2011
---------------------------------------------------
Vycor Medical, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$4.77 million on $971,367 of revenue in 2011, compared with a net
loss of $1.98 million on $316,450 of revenue in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $3.57 million
in total assets, $2.69 million in total liabilities and $875,324
in stockholders' equity.

Paritz & Company, P.A., in Hackensack, New Jersey, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has incurred a loss since inception, has a net accumulated deficit
and may be unable to raise further equity.

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

                        http://is.gd/9eqA08

                        About Vycor Medical

Boca Raton, Fla.-based Vycor Medical, Inc. (OTC BB: VYCO)
-- http://www.VycorMedical.com/-- is a medical device company
committed to making neurological brain, spinal and other surgical
procedures safer and more effective.  The Company's flagship,
Patent Pending ViewSite(TM) Surgical Access Systems represent an
exciting new minimally invasive access and retraction system that
holds the potential for speedier, safer and more economical brain,
spinal and other surgeries and a quicker patient discharge.
Vycor's innovative medical instruments are designed to optimize
neurosurgical site access, reduce patient risk, accelerate
recovery, and add tangible value to the professional medical
community.


WAVE SYSTEMS: Incurs $10.8 Million Net Loss in 2011
---------------------------------------------------
Wave Systems Corp. filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$10.79 million on $36.14 million of total net revenues in 2011, a
net loss of $4.12 million on $26.05 million of total net revenues
in 2010, and a net loss of $3.34 million on $18.88 million of
total net revenues in 2009.

The Company's balance sheet at Dec. 31, 2011, showed $30.12
million in total assets, $18.58 million in total liabilities and
$11.54 million in total stockholders' equity.
*
                           Going Concern

The Company will be required to sell additional shares of common
stock, preferred stock, obtain debt financing or engage in a
combination of these financing alternatives, to raise additional
capital to continue to fund its operations for the twelve months
ending Dec. 31, 2012.  If Wave is not successful in executing its
business plan, it will be required to sell additional shares of
common stock, preferred stock, obtain debt financing or engage in
a combination of these financing alternatives or it could be
forced to reduce expenses which may significantly impede its
ability to meet its sales, marketing and development objectives,
cease operations or merge with another company.  No assurance can
be provided that any of these initiatives will be successful.  Due
to its current cash position, capital needs over the next year and
beyond, and the uncertainty as to whether it will achieve its
sales forecast for its products and services, substantial doubt
exists with respect to Wave's ability to continue as a going
concern.

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

                        http://is.gd/LzMkGX

                        About Wave Systems

Lee, Massachusetts-based Wave Systems Corp. (NASDAQ: WAVX) --
http://www.wave.com/-- develops, produces and markets products
for hardware-based digital security, including security
applications and services that are complementary to and work with
the specifications of the Trusted Computing Group, an industry
standards organization comprised of computer and device
manufacturers, software vendors and other computing products
manufacturers.


WEST END: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: West End Truck Parts, Inc.
          aka Attic Away from Home
              West End Mini Storage
        893 Noxontown Road
        New Castle, DE 19734

Bankruptcy Case No.: 12-11033

Chapter 11 Petition Date: March 27, 2012

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

Judge: Peter J. Walsh

Debtor's Counsel: Donna L. Harris, Esq.
                  PINCKNEY, HARRIS & WEIDINGER, LLC
                  1220 N. Market Street, Suite 950
                  Wilmington, DE 19801
                  Tel: (302) 504-1499 - Direct
                  Fax: (302) 442-7046
                  E-mail: dharris@phw-law.com

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

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

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

The petition was signed by Robert D. McKeown, Jr., president.




WESTERN APARTMENT: Trustee Accepts Offer for Maui Oceanfront
------------------------------------------------------------
Pacific Business News reports that Joe Toy, bankruptcy trustee in
the Chapter 11 case of Western Apartment Supply & Maintenance Co.,
has commenced taking offers for Maui Oceanfront Days Inn that
located right between Kihei and Wailea.

According to the report, Mr. Toy said he will take bids of at
least $7 million on the hotel for the next six weeks, at most.
However, Mr. Toy said he will take the first acceptable offer for
the 88-room hotel to the court for approval before the six weeks
is up.

The lender, OneWest Bank, has a first mortgage of $12 million and
a second lien of $300,000 on the property, but has stated it would
not make a credit bid of more than $7 million, Mr. Toy said.

The report relates the Maui Oceanfront Days Inn is comprised of
six two-story buildings and a 6,400-square-foot free-standing
restaurant -- Sarento's on the Beach.  It has 22 years left on the
lease with the state for the land.

The report notes about 30 prospective buyers have expressed
interest in the property, but so far only two have put down the
$500 fee required to conduct due diligence.  There is a tentative
hearing scheduled for May 21, at which Mr. Toy plans to submit a
motion to approve and confirm a bid.

                  About Western Apartment Supply

Western Apartment Supply & Maintenance Company owns and operates
the Days Inn Maui Oceanfront Inn at 2980 S. Kihei Road, Kihei,
Maui Hawaii.  It filed a Chapter 11 petition (Bankr. D. Hawaii
Case No. 11-00941) in Honolulu, Hawaii, on April 5, 2011.  Jeffery
S. Flores, Esq., and Jerrold K. Guben, Esq., at O'Connor Playdon &
Guben LLP, serve as the Debtor's bankruptcy counsel.  The Debtor
estimated assets and debts between $10 million and $50 million.

This is the third time Western Apartment has sought bankruptcy
protection.  It first filed a Chapter 11 petition (Case No.
04-00072) in January 2004 then returned to Chapter 11 (Case No.
06-00459) in July 2006.  Both cases were dismissed and Western
Apartment continued to operate the hotel.


WILLBROS UNITED STATES: Moody's Reviews 'B3' CFR for Downgrade
--------------------------------------------------------------
Moody's Investors Service has placed Willbros United States
Holdings Inc.'s B3 corporate family rating, Caa1 probability of
default rating, and B3 senior secured bank ratings under review
for downgrade. At the same time, Moody's has affirmed the
company's SGL-4 speculative liquidity rating (indicating weak
liquidity).

The ratings review is driven by uncertainty as to when Willbros'
parent, Willbros Group Inc. ("WGI") will be able to complete its
financial statements for the fiscal year ended December 31, 2011.
The statements have been delayed due, in part, to the existence of
material weaknesses in internal controls related to accounting for
income taxes. Moody's is concerned that, should WGI be unable to
file its statements by April 9th, the company could trigger a
default in its bank credit agreement.

RATINGS RATIONALE

The review will focus on (i) the likelihood that the company will
file its statements by April 9, 2012 or otherwise obtain any
necessary waivers from its lenders, (ii) the potential that
Willbros' leverage, cash flows and liquidity could be adversely
impacted by an ongoing sizeable lawsuit, (iii) the company's plans
to remedy its internal control weaknesses and (iv) improve its
liquidity position.

The principal methodology used in rating Willbros United States
Holdings, Inc was the Global Construction Industry Methodology
published in November 2010. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

Headquartered in Houston, Texas, Willbros United States Holdings,
Inc. is a wholly-owned subsidiary of publicly traded Willbros
Group, Inc. The companies provide engineering and construction
(E&C) services to the oil, gas and power industries, and also
provide end-to-end infrastructure construction services, primarily
for the electric and natural gas utility end-markets. Revenue for
the last twelve months ended September 30, 2011 was about $1.7
billion.


WINDMILL DURANGO: Court Denies Beal Bank's Plea for Relief of Stay
------------------------------------------------------------------
The Hon. Linda B. Riegle of the U.S. Bankruptcy Court for the
District of Nevada denied creditor Beal Bank's motion for stay
pending appeal of order granting Windmill Durango Office, LLC's
Second Amended Plan of Reorganization.

The Court also ordered that the Debtor may elect to consent to the
stay of the Plan confirmation order.  If the Debtor elects to
consent to a stay pending appeal, any payments made to creditor
Beal Bank pursuant to the Second Amended Plan will be made to and
held in the Bankruptcy Court Registry until the time as the appeal
is resolved.


On Dec. 21, 2011, the Court confirmed the Debtor's Amended Plan of
Reorganization dated April 6, 2011, subject to the filing of a
Second Amended Plan incorporating the Court's findings as to
appropriate interest rate and incorporating the Court's assumption
as to creditor Beal Bank's potential claim amount.  The Second
Amended Plan was filed on Dec. 19, 2011.

As reported in the Troubled Company Reporter on July 29, 2011,
under the Plan, payments and distributions will be funded by the
plan proponent.  The Debtor purposely has proposed monthly Plan
payments to Beal Bank in the amount of approximately $66,086.  The
rents collected from Allegiant Air in the current monthly amount
of $138,254 exceed the monthly Plan payments and the monthly
operating budget.  The Debtor will maintain the difference in
order to fund the Plan in the future should any difficulties arise
pertaining to tenant, Allegiant Air.

All unsecured creditors will receive payment of 100% of their
claims filed.  This amount will be paid 90 days after entry of the
confirmation order.

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

                      About Windmill Durango

Las Vegas, Nevada-based Windmill Durango Office, LLC, currently
owns 4.49 acres of commercial real estate developed with a Class A
office with improvements in Clark County, Nevada.  IDC Windmill
Durango, LLC, is the general partner of Windmill Durango, LP,
which is the sole member of the Debtor.  The Debtor is managed by
Jeff Susa, Manager of IDC Windmill Durango, LLC.  The Company
filed for Chapter 11 protection on August 17, 2010 (Bankr. D. Nev.
Case No. 10-25594).  Zachariah Larson, Esq., and Shara Larson,
Esq., at Larson & Stephens, in Las Vegas, represent the Debtor as
counsel.  The Debtor proposed the law firm of Flangas McMillan Law
Group as special counsel.  The Debtor disclosed $21,389,774 in
assets and  $16,535,000 in liabilities as of the Petition Date.

Affiliates Windmill Durango Op, LLC (Bankr. D. Nev. Case No.
10-18058) and Windmill Durango Retail, LLC (Bankr. D. Nev. Case
No. 10-18056) filed for Chapter 11 protection on May 3, 2010.
The Debtor listed $21,389,774 in assets, and $16,543,355 in debts.


WORLDGATE COMMUNICATIONS: Files to Liquidate
--------------------------------------------
Worldgate Communications Inc., a Trevose, Pennsylvania-based
developer of technology for two-way digital video phones, filed a
Chapter 7 petition (Bankr. D. Del. Case No. 12-11106) on March 30,
2012.

The Debtor estimated less than $500,000 in assets and $10 million
to $50 million in debt as of the Chapter 11 filing.

Bill Rochelle, the bankruptcy columnist for Bloomberg News, notes
that the last publicly filed financial statements as of Sept. 30
carried assets on the books for $5.6 million, the largest
component being $4.6 million in deferred debt issuance costs.
Liabilities totaled $11.3 million, including $5.2 million in
accounts payable.


XTREME GREEN: Incurs $2.2 Million Net Loss in 2011
--------------------------------------------------
Xtreme Green Products Inc. filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $2.16 million on $1.73 million of total revenue in
2011, compared with a net loss of $2.12 million on $476,671 of
total revenue in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $1.25 million
in total assets, $2.41 million in total liabilities and a $1.16
million total stockholders' deficit.

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

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

                        http://is.gd/vtHen6

Based in North Las Vegas, Nev., Xtreme Green Products Inc. is an
eco-vehicle company that designs, develops and manufacXtures
revolutionary, green, 100% electric powered products such as
Personal Mobility Vehicles (PMVs), Motorcycles & Scooters, (ATVs)
All Terrain Vehicles, (UTVs) and Utility Terrain Vehicles.


* MERS Judge Sets Aside Bankruptcy Court's Critical Ruling
----------------------------------------------------------
Bloomberg News reports that Merscorp Inc., operator of the
electronic-registration system for about half of all U.S. home
mortgages, got a court to set aside a bankruptcy judge's opinion
criticizing its right to transfer the mortgages among members.

U.S. District Judge Joanna Seybert in Central Islip, New York, on
March 28 vacated part of U.S. Bankruptcy Judge Robert E.
Grossman's February 2011 decision in the bankruptcy of Ferrel L.
Agard.  Merscorp, based in Reston, Virginia, runs Mortgage
Electronic Registrations Systems, or MERS.

"The issue of whether MERS had authority to assign the mortgage
was no longer before the bankruptcy court," Judge Seybert wrote.
"There was no longer a live case or controversy."

Whether MERS can continue doing business in New York without
changing procedures is still up for grabs, says Bill Rochelle, the
bankruptcy columnist for Bloomberg News.

Mr. Rochelle recounts that in February 2011 Judge Grossman wrote a
37-page opinion concluding that the MERS system by itself doesn't
prove ownership of a mortgage and thereby entitle the purported
lender to file a motion in bankruptcy seeking permission to
foreclose.  MERS appealed the ruling.

According to Mr. Rochelle, Judge Seybert in a 12-page opinion
vacated the part of Judge Grossman's decision ruling that MERS
didn't have standing.  Because it was already decided in state
court that the purported lender had the right to foreclose, Judge
Seybert said there was no longer a live case or controversy. As a
result, Judge Grossman's opinion analyzing the MERS system was "an
unconstitutional advisory opinion and must be vacated," she said.

Judge Seybert didn't reach the question of whether Judge
Grossman's analysis of the MERS system is correct or incorrect.

The case on appeal in district court is Agard v. Select Portfolio
Servicing Inc., 11-1826, U.S. District Court, Eastern District New
York (Central Islip). The case in bankruptcy court was In re
Agard, 10-77338, U.S. Bankruptcy Court, Eastern District of New
York (Central Islip).


* Moody's Says Healthcare Cos. to Face Reimbursement Pressures
--------------------------------------------------------------
Despite the distractions of an election year and the Supreme Court
review of the Affordable Care Act, healthcare companies and
providers are looking beyond immediate issues as they seek to
offset resultant lower healthcare spending, says Moody's in its
latest Healthcare Quarterly.

"Both government and private industry are seeking ways to curb
healthcare spending which will pressure reimbursements to
healthcare providers, as well as reducing spending on drugs and
medical devices," said Peter Abdill, a Moody's Managing Director.

Moody's new report examines how life sciences and pharmaceutical
companies, insurers, for-profit and non-profit hospitals, medical
device manufacturers and real estate investment trusts (REITS) are
planning to deal with upcoming shifts in the industry.

Pharmaceutical manufacturers are shying away from blockbuster
sales models of the past and instead focusing on innovative, high-
value products in specialty disease areas, says Moody's.

Hospitals will need to offset continued pressure on reimbursement
levels. Moody's expects robust acquisition activity among the for-
profit hospital operators as management teams seek to increase
scale and efficiency. Non-profit hospitals will also focus on
gaining efficiencies and building scale, particularly through
improved information technology, says the report.

Insurers, on the other hand are looking to improve behavior by
producers and patients, including bonus payments for improved care
quality and patient satisfaction scores. Insurers hope that
behavioral change will lead to greater cost-savings, says Moody's.

Cost-savings will be key for device manufacturers too, says
Moody's. Manufacturers will need to ensure that their products are
cost-effective as hospital administrators become increasingly
involved in purchasing decisions -- traditionally left to medical
personnel. Shrinking reimbursements may impact rent payments for
REITs, although rate cuts would need to be significant before
operators reduced paying rents, notes the report.

Moody's Healthcare Quarterly is a series of reports that examine
upcoming changes and implications for the healthcare industry,
from hospitals to insurers to REITS. The first issue offered
Moody's take on the congressional supercommittee's most likely
deficit-reduction proposals, and the possible impact on the credit
of healthcare-related companies.


* Moody's Says Weak Demand Weigh on Global Paper Companies
----------------------------------------------------------
The negative outlook for the global paper and forest products
sector reflects weakening demand and lower prices, according to a
new industry outlook by Moody's Investors Service.

"The weak economic environment in Europe coupled with the secular
decline in paper consumption is driving down demand," said Ed
Sustar, a Moody's Vice President -- Senior Credit Officer. "We
anticipate that average prices for most product grades in the
sector will be lower in 2012 as excess capacity causes product
inventories to increase slightly."

The report notes that offsetting soft demand and low pricing with
cost-cutting measures will be difficult for most paper companies,
as aggregate input costs for fiber, chemicals and energy will be
flat . As a result, Moody's expects aggregate operating income for
the global paper and forest products industry will decline in
2012.

"Consolidation within product grades should help some producers
better align their production and expansion plans with demand, and
prevent the build-up of inventory that leads to weaker pricing",
said Sustar. It is also expected that production discipline and
further consolidation will lead to the elimination of high-cost
operating capacity.

Moody's expects that European producers will see a continuing
decline in demand and pricing, as the Euro area enters a mild
recession in 2012, while North American producers may see a slight
decline in operating income, reflecting lower pricing and paper
demand. Operating income for Latin American producers will also
decrease due to weakening prices for market pulp and declining
demand for exports, but this will be partially offset by resilient
domestic demand.


* Deloitte & CRG Partners Execute Asset Purchase Agreement
----------------------------------------------------------
As a major expansion of its financial restructuring, turnaround
management and bankruptcy reorganization capabilities, Deloitte on
Tuesday announced it has reached an agreement to purchase
substantially all of the assets of CRG Partners, a turnaround and
restructuring firm.  Terms of the deal were not disclosed.  The
closing is anticipated shortly once certain closing conditions are
met.

"Investing in our restructuring and financial advisory
capabilities is one of our top priorities," said David Williams,
chief executive officer, Deloitte Financial Advisory Services LLP.
"Combining our collective resources and talent significantly
enhances Deloitte's competitive profile in terms of size, scale
and scope, giving us a leading edge in the marketplace."

Based in New York, CRG Partners is a provider of operational and
financial restructuring services, specializing in creating value
for the stakeholders of underperforming companies.
In 2010, CRG Partners was the recipient of the Turnaround
Management Association's Mega Company Turnaround of the Year Award
for its work with Pilgrim's Pride Corporation.  CRG Partners is
also credited with successfully managing Major League Baseball's
Texas Rangers through its bankruptcy and sale.

"Deloitte shares CRG Partners' passion for tackling complex
business problems and maximizing value," said Stephen Gray,
managing partner of CRG Partners.  "Deloitte's breadth of
services, depth of industry experience and international reach
provides CRG with the platform and vision to continue to grow a
world-class restructuring practice."

"This strategic acquisition is a springboard for our practice in
broadening its footprint and advancing our position as a leading
provider of restructuring and reorganization services," said
Sheila Smith, national Reorganization Services Group leader at
Deloitte.  "With the addition of our new team members, we look
forward to continuing to exceed the expectations of our clients."

Collectively, the member firms of Deloitte Touche Tohmatsu Limited
have more than 1,000 professionals providing restructuring
services and are repeatedly ranked as one of the top global non-
investment bank bankruptcy advisors by The Deal.

Deloitte Financial Advisory Services LLP is a subsidiary of
Deloitte LLP.


* Public Finance Lawyer Predicts More Chapter 9 Filings in 2012
---------------------------------------------------------------
Recall the hot water that enveloped uber-analyst Meredith Whitney
for predicting a flood of municipal market defaults . . . that
never happened!

So why is a prominent public finance attorney making his own calls
for a fresh round of implosions in the tax-exempt sector?

David Dubrow of Arent Fox in New York sees a possible fresh wave
of Chapter 9 bankruptcy filings by U.S. cities this year --
especially in Rhode Island, California, Pennsylvania, Michigan,
Ohio, Indiana and other states.

"A lot of medium-sized cities around the country remain under
fiscal distress, whether from structural deficits, depressed local
real estate markets, an inability to raise taxes, heavy debt loads
and especially unfunded pension liabilities," says Mr. Dubrow, who
heads Arent Fox's Tax Exempt Bond Recovery Group.  The group
represents major bond insurers, bondholders and trustee clients in
several high-profile muni defaults, including Stockton and
Hercules City California, Central Falls, Rhode Island and
Harrisburg, Pennsylvania.

He also points to problems posed by big-ticket public works --
from sewer systems to waste disposal projects to new hospitals --
that ended up costing much more than projected, with less revenue
available to cover their costs (see Harrisburg's $280 million
incinerator).

But because of pronounced differences in state law, some cities
may fare better than others through bankruptcy.  In Rhode Island,
where Providence, East Providence and Pawtucket are among the
highest-risk cities, Mr. Dubrow notes that a law was passed in
2011 giving general obligation bondholders important first-lien
claims on all taxes and revenues, thereby giving bondholders
priority over local unions in getting paid in any restructuring.

Moreover, Mr. Dubrow explains, Rhode Island recently created a
special receivership statute, giving a state-appointed receiver
emergency powers to take over city finances and negotiate
collective bargaining agreements and other contracts with
municipal workers in the event of a default.  Such authority --
including the receiver's ability to file a Chapter 9 petition over
objections of city council or the Mayor -- may be critical in
maintaining public worker payroll or essential services for
residents.

"Even though its cities are some of the most precarious in terms
of financial health, Rhode Island has put a legal regime in place
that could minimize the pain and stigma of a bankruptcy filing and
actually facilitate a positive outcome for stakeholders,"
Mr. Dubrow says.

In contrast, he points to the lack of legal clarity in Alabama,
where Jefferson County has struggled in the wake of its own
Chapter 9 filing last November under the weight of a $3 billion
sewer financing.

"It's not that conditions are necessarily becoming more dire that
will force a new crop of cities into bankruptcy," Mr. Dubrow
notes.  "To the extent that some of the recent municipal
bankruptcies can be successfully resolved in the view of the tax-
exempt marketplace, that could represent a model of success that
paves the way for other cities to follow suit with their own
filings.  Central Falls in Rhode Island could be the case to watch
as a bellwether Chapter 9 in 2012."

Mr. Dubrow, who has represented a variety of major institutions in
tax-exempt defaults, has also advised on municipal financings
around the U.S. involving multifamily housing, hospitals,
airports, schools, highways/bridges, subway systems industrial
development, solid waste facilities -- the works.  He played a key
role in advising Fannie Mae and Freddie Mac in launching two
programs that created $24 billion in tax-exempt housing bonds and
bank liquidity to support the U.S. residential finance market
following the financial crisis.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                           Total
                                          Share-      Total
                                Total   Holders'    Working
                               Assets     Equity    Capital
  Company         Ticker         ($MM)      ($MM)      ($MM)
  -------         ------       ------   --------    -------
ABSOLUTE SOFTWRE  ABT CN        125.3       (7.2)      10.8
ACCO BRANDS CORP  ABD US      1,116.7      (61.9)     316.8
AMC NETWORKS-A    AMCX US     2,183.9   (1,037.0)     525.8
AMER AXLE & MFG   AXL US      2,328.7     (419.6)     187.0
AMER RESTAUR-LP   ICTPU US       33.5       (4.0)      (6.2)
AMERISTAR CASINO  ASCA US     2,012.0      (90.6)     (33.0)
AMYLIN PHARM INC  AMLN US     1,870.2     (138.7)     125.2
ANOORAQ RESOURCE  ARQ SJ        893.0     (191.0)      24.6
ARRAY BIOPHARMA   ARRY US        82.2     (127.2)     (15.1)
AUTOZONE INC      AZO US      6,056.5   (1,295.5)    (608.2)
BAZAARVOICE INC   BV US          46.8      (15.4)     (18.2)
BOSTON PIZZA R-U  BPF-U CN      146.9     (105.3)      (2.0)
CABLEVISION SY-A  CVC US      7,143.3   (5,560.3)    (240.5)
CAPMARK FINANCIA  CPMK US    20,085.1     (933.1)       -
CARMIKE CINEMAS   CKEC US       422.9       (5.6)     (33.4)
CC MEDIA-A        CCMO US    16,542.0   (7,471.9)   1,556.3
CENTENNIAL COMM   CYCL US     1,480.9     (925.9)     (52.1)
CENVEO INC        CVO US      1,385.6     (381.7)     199.9
CERES INC         CERE US        33.1      (13.7)      12.0
CHENIERE ENERGY   CQP US      1,737.3     (545.0)      57.7
CHENIERE ENERGY   LNG US      2,915.3     (173.0)       6.5
CHOICE HOTELS     CHH US        447.7      (25.6)      10.2
CIENA CORP        CIEN US     1,918.3      (21.1)     918.6
CINCINNATI BELL   CBB US      2,714.7     (715.2)     (35.4)
CLOROX CO         CLX US      4,290.0     (199.0)    (289.0)
CROWN HOLDINGS I  CCK US      6,868.0     (239.0)     318.0
DEAN FOODS CO     DF US       5,754.4      (98.7)     220.8
DELTA AIR LI      DAL US     43,499.0   (1,396.0)  (4,972.0)
DENNY'S CORP      DENN US       350.5       (9.7)     (25.9)
DIGITAL DOMAIN M  DDMG US       178.9      (85.7)     (38.3)
DIRECTV-A         DTV US     18,423.0   (2,842.0)    (502.0)
DISH NETWORK-A    DISH US    11,470.2     (419.0)     527.3
DISH NETWORK-A    EOT GR     11,470.2     (419.0)     527.3
DOMINO'S PIZZA    DPZ US        480.5   (1,209.7)     129.7
DUN & BRADSTREET  DNB US      1,977.1     (740.2)    (226.6)
FREESCALE SEMICO  FSL US      3,415.0   (4,480.0)   1,432.0
GENCORP INC       GY US         931.2     (189.7)     108.9
GLG PARTNERS INC  GLG US        400.0     (285.6)     156.9
GLG PARTNERS-UTS  GLG/U US      400.0     (285.6)     156.9
GOLD RESERVE INC  GRZ CN         78.3      (25.8)      56.9
GOLD RESERVE INC  GRZ US         78.3      (25.8)      56.9
GRAHAM PACKAGING  GRM US      2,947.5     (520.8)     298.5
HCA HOLDINGS INC  HCA US     26,898.0   (7,014.0)   1,679.0
HUGHES TELEMATIC  HUTC US        94.0     (111.8)     (39.0)
HUGHES TELEMATIC  HUTCU US       94.0     (111.8)     (39.0)
INCYTE CORP       INCY US       329.0     (227.1)     175.2
IPCS INC          IPCS US       559.2      (33.0)      72.1
ISTA PHARMACEUTI  ISTA US       153.1      (49.1)       2.3
JUST ENERGY GROU  JE US       1,644.4     (394.5)    (338.4)
JUST ENERGY GROU  JE CN       1,644.4     (394.5)    (338.4)
LIN TV CORP-CL A  TVL US      1,077.7      (80.9)      56.6
LIZ CLAIBORNE     LIZ US        950.0     (109.0)     124.8
LORILLARD INC     LO US       3,008.0   (1,513.0)   1,079.0
MANNING & NAPIER  MN US          66.1     (184.6)       -
MARRIOTT INTL-A   MAR US      5,910.0     (781.0)  (1,234.0)
MEAD JOHNSON      MJN US      2,766.8     (168.0)     689.6
MERITOR INC       MTOR US     2,553.0     (983.0)     180.0
MERRIMACK PHARMA  MACK US        89.3       (5.8)      46.1
MONEYGRAM INTERN  MGI US      5,175.6     (110.2)     (40.4)
MOODY'S CORP      MCO US      2,876.1     (158.4)     290.4
MORGANS HOTEL GR  MHGC US       557.7      (84.5)      13.0
NATIONAL CINEMED  NCMI US       820.2     (346.8)      68.4
NATURALLY ADVANC  NADVF US        0.3       (2.5)      (2.0)
NAVISTAR INTL     NAV US     11,503.0     (190.0)   2,238.0
NEXSTAR BROADC-A  NXST US       595.0     (183.4)      39.6
NPS PHARM INC     NPSP US       214.0      (46.1)     156.0
NYMOX PHARMACEUT  NYMX US         6.4       (5.2)       2.9
ODYSSEY MARINE    OMEX US        23.4       (9.5)      (8.8)
OMEROS CORP       OMER US        27.0       (5.6)       7.0
OTELCO INC-IDS    OTT US        317.7      (12.4)      18.6
OTELCO INC-IDS    OTT-U CN      317.7      (12.4)      18.6
PALM INC          PALM US     1,007.2       (6.2)     141.7
PDL BIOPHARMA IN  PDLI US       269.5     (204.3)     100.5
PETROALGAE INC    PALG US         8.3      (76.0)     (77.4)
PLAYBOY ENTERP-A  PLA/A US      165.8      (54.4)     (16.9)
PLAYBOY ENTERP-B  PLA US        165.8      (54.4)     (16.9)
PRIMEDIA INC      PRM US        208.0      (91.7)       3.6
PROTECTION ONE    PONE US       562.9      (61.8)      (7.6)
QUALITY DISTRIBU  QLTY US       302.4     (106.2)      45.8
REGAL ENTERTAI-A  RGC US      2,341.3     (572.5)       2.8
RENAISSANCE LEA   RLRN US        57.0      (28.2)     (31.4)
RENTECH NITROGEN  RNF US        152.4      (76.1)     (32.3)
REVLON INC-A      REV US      1,157.1     (692.9)     183.3
RSC HOLDINGS INC  RRR US      3,141.0      (38.4)      (1.0)
RURAL/METRO CORP  RURL US       303.7      (92.1)      72.4
SALLY BEAUTY HOL  SBH US      1,792.7     (168.5)     482.3
SINCLAIR BROAD-A  SBGI US     1,571.4     (111.4)      14.1
SINCLAIR BROAD-A  SBTA GR     1,571.4     (111.4)      14.1
SUN COMMUNITIES   SUI US      1,368.0     (100.7)       -
TAUBMAN CENTERS   TCO US      3,336.8     (256.2)       -
THERAVANCE        THRX US       258.8      (87.1)     199.3
UNISYS CORP       UIS US      2,612.2   (1,311.0)     487.3
VECTOR GROUP LTD  VGR US        927.8      (89.0)     194.5
VERISIGN INC      VRSN US     1,856.2      (88.1)     788.9
VERISK ANALYTI-A  VRSK US     1,541.1      (98.5)     104.0
VIRGIN MOBILE-A   VM US         307.4     (244.2)    (138.3)
WEIGHT WATCHERS   WTW US      1,121.6     (409.8)    (279.7)
WESTMORELAND COA  WLB US        759.2     (249.9)     (21.7)


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2012.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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