TCR_Public/120405.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, April 5, 2012, Vol. 16, No. 95

                            Headlines

3900 DEVELOPMENT: Voluntary Chapter 11 Case Summary
3PEA INTERNATIONAL: Reports $215,000 Net Income in 2011
4KIDS ENTERTAINMENT: Claims Bar Date Set for April 18
4KIDS ENTERTAINMENT: Expands Terms of EisnerAmper Employment
75THPEORIA SW: Voluntary Chapter 11 Case Summary

AFA FOODS: Case Summary & 30 Largest Unsecured Creditors
AIR CANADA: Moody's Lowers Corporate Family Rating to 'Caa1'
ALIMERA SCIENCES: Deloitte & Touche Raises Going Concern Doubt
ALTER COMMUNICATIONS: Jewish Times Brings $1.26MM in Auction
AMERICAN PATRIOT: Delays 2011 Annual Report for Limited Staff

ANDY'S NURSERY: Case Summary & 20 Largest Unsecured Creditors
APARTMENT INVESTMENT: Moody's Affirms 'Ba1' Corp. Family Rating
ASPEN INSURANCE: Moody's Rates New Preferred Shares 'Ba1(hyb)'
ASSOCIATED MATERIALS: Moody's Cuts CFR to 'Caa1'; Outlook Neg.
AUSTIN HOUSING: Moody's Withdraws 'Ca' Rating on Revenue Bonds

AVION POINT: Sees No Progress in Sale, Wants Case Dismissed
BERNARD L. MADOFF: Koch Wants $22M Suit Moved to Federal Court
BIOMET INC: Moody's Says J&J Acquisition Credit Positive
BLUE SPRINGS FORD: Judge Venters to Oversee Case
BNC FRANCES VILLAS: Files for Chapter 11 to Stop Sale

BNC FRANCES: Case Summary & 20 Largest Unsecured Creditors
BONDS.COM GROUP: Delays 2011 Form 10-K; To Amend 2011 Reports
BOSTON BIOMEDICAL: Moody's Reviews 'Ba1' Rating for Downgrade
BROADDVIEW NETWORKS: Ernst & Young Raises Going Concern Doubt
BROADWAY FINANCIAL: Crowe Horwath Raises Going Concern Doubt

CAMTECH PRECISION: Ruling on Lender's Unsecured Status Reversed
CANOPY FINANCIAL: Suits v. Jewellers Will Have Jury Trial
CDC CORP: Discontinues Sale of Commons Shares
CEDARTOWN NORTH PARTNERSHIP: Files for Chapter 11 in Rome, Georgia
CEDARTOWN NORTH PARTNERSHIP: Case Summary & Unsecured Creditors

CENGAGE LEARNING: Moody's Changes Rating Outlook to Negative
CENTRAL ENERGY: Burton McCumber Raises Going Concern Doubt
CHAPS HOSPITALITY: Case Summary & 13 Largest Unsecured Creditors
CHESTER EQUITIES: Case Summary & 4 Largest Unsecured Creditors
CHEYENNE HOTELS: Court Sets April 20 as General Claims Bar Date

CHEYENNE HOTELS: Gallego & Assoc. Wants Executory Contract Assumed
CHEYENNE HOTELS: Gets Final OK to Hire Henslee Halle as Accountant
CHINA FRUITS: Lake & Associates Raises Going Concern Doubt
CHINA TEL GROUP: To Offer 28.5 Million Shares to Contractors
CHUKCHANSI ECONOMIC: Moody's Views Debt Restructuring as Default

CITY NATIONAL: Delays Form 10-K for 2011
CLEAR CHANNEL: Bank Debt Trades at 19% Off in Secondary Market
COMMUNITY FIRST: Crowe Horwath Raises Going Concern Doubt
COMMUNITY MEMORIAL: Closes Hospital After McLaren Deal Fails
COMMUNITY WEST BANCSHARES: Posts $10.5-Mil. Net Loss in 2011

CONTRACT RESEARCH: Hires Paul Hastings as Chapter 11 Counsel
CONTRACT RESEARCH: May Seek Creditor Protection in Canada
CONTRACT RESEARCH: Sec. 341 Creditors' Meeting Set for April 24
CONTRACT RESEARCH: Taps Epiq Bankruptcy Solutions as Claims Agent
CROWN CASTLE: Fitch Rates New $1-Bil. Unsecured Senior Notes 'BB-'

CROWN CASTLE: Moody's Rates New $1BB Senior Unsecured Notes 'B1'
CRUMP GROUP: Moody's Withdraws 'B2' CFR Over BB&T Sale Deal
CYTOCORE INC: Delays Form 10-K for 2011
DCB FINANCIAL: Posts $2.7-Mil. Net Loss in 2011
DELTA OIL: Recurring Losses Cue Going Concern Doubt

DIAMOND BEACH: Galveston Condo Owner Files for Chapter 11
DIAMOND BEACH: Case Summary & 13 Largest Unsecured Creditors
EMMIS COMMUNICATIONS: Michelle Bergman Elected as Director
ENCORIUM GROUP: Terminates Sale Agreement with Venn Life
ENVIRONMENTAL SOLUTIONS: MSCM LLP Raises Going Concern Doubt

FACTORY 2-U: High Court Denies Price-Fixing Suit Review
FORD MOTOR: Fitch Rates CNY1 Billion Sr. Unsecured Notes 'BB+'
FOUR OAKS: Posts $9.1-Mil. Net Loss in 2011
FREEDOM GROUP: Moody's Rates Term Loan 'Ba3'; Outlook Stable
FROSENI PROPERTIES: Case Summary & 12 Largest Unsecured Creditors

FULLERTON KENNETH: Case Summary & 7 Largest Unsecured Creditors
GARY PHILLIPS: Bearfield & Assoc. OK'd to Handle Robert's Claim
GARY PHILLIPS: Hagood Tarpy Approved as General Bankruptcy Counsel
GARY PHILLIPS: Loan for Allison Road House Extended Until May 1
GATEHOUSE MEDIA: Bank Debt Trades at 70% Off in Secondary Market

GENERAL MARITIME: Modified Plan for May 3 Approval
GENERAL MARITIME: Inks 2nd Amendment to DIP Credit Agreement
GREAT LAKES QUICK: Valvoline Dealer Files to Reorganize
GRYPHON GOLD: Posts $1.2 Million Net Loss in December 31 Quarter
HARRISBURG, PA: Receiver Makes Abrupt Resignation

HARTFORD FINANCIAL: Fitch Rates $600-Mil. Junior Debentures 'BB'
HEARTHSTONE HOMES: C. Randel Lewis Appointed as Ch.11 Trustee
HEARTHSTONE HOMES: Gross & Welch Approved as Panel's Counsel
HEARTHSTONE HOMES: Trustee Has Conditional Approval on Counsel
HEARTHSTONE HOMES: To Give Up Real Property to Model Investments

HINKLE'S INTERSTATE: Case Summary & 4 Largest Unsecured Creditors
HOSTESS BRANDS: Panel Seeks Discovery Over Exec Compensation
HOSTESS BRANDS: Seeks Extension of Exclusivity Periods
INNER CITY MEDIA: Entercom to Buy Station for $25 Million
JAMES QUINLAN: Court Directs Changes to Plan Outline

JAMES RIVER: Moody's Affirms 'B3' CFR'; Outlook Negative
JEFFERSON COUNTY, AL: Opposes Assured Guaranty Lawsuit
JEFFERSON COUNTY, AL: Jail Bondholders Paid From Reserve
JK RENTALS: Case Summary & 20 Largest Unsecured Creditors
JOHN CHAPMAN: Capital Bank Suit Details Settlement Talks

JONES SODA: Peterson Sullivan Raises Going Concern Doubt
KH FUNDING: Alfa Realty OK'd as Listing Agent, Real Estate Broker
KH FUNDING: Liquidation Plan Confirmation Hearing Set for Today
KH FUNDING: Can Hire Stegman to Prepare December 2011 Tax Returns
KV PHARMACEUTICAL: Agrees to Indemnify Executives

LANDAMERICA FINANCIAL: Trustee Seeks Approval of Lloyd's Accord
LBI MEDIA: Moody's Cuts CFR/PDR to 'Caa2'; Outlook Negative
LEGAL XTRANET: Seeking Approval of Full-Payment Plan
LIGHTSQUARED INC: Bankruptcy Filing Among Options, Falcone Says
LIGHTSQUARED INC: Bank Debt Trades at 57% Off in Secondary Market

LITHIUM TECHNOLOGY: Delays Form 10-K for 2011
LTS NUTRACEUTICALS: Delays Form 10-K for 2011
LODGENET INTERACTIVE: John Haire to Retire as Director
MASTER SILICON: Delays Annual Report for 2011
METHOD ART: Files for Chapter 11 in Reno

METHOD ART: Case Summary & 6 Largest Unsecured Creditors
MILITARY CHEVRON: Case Summary & 6 Largest Unsecured Creditors
MICHAELS STORES: Moody's Raises Corporate Family Rating to 'B2'
MIDWEST GAMING: Moody's Upgrades CFR to 'B2; Outlook Stable
MOMENTIVE PERFORMANCE: Obtains $175-Mil. Term Loan From JPMorgan

MONARCH COMMUNITY: Plante & Moran Raises Going Concern Doubt
MOUNTAIN NATIONAL: Delays Form 10-K for 2011
MPM TECHNOLOGIES: Delays Form 10-K for 2011
NCO GROUP: Merges with APAC Customer, Expects Ratings Upgrade
NETWORK CN: Jennifer Fu Resigns, Shirley Cheng Named Interim CFO

NO FEAR: Secured Creditors Want Plan Outline Disapproved
NUTRACEA: BDO USA Raises Going Concern Doubt
OSI RESTAURANT: Three Subsidiaries Enter Into New CMBS Loan
PARADISE FARMS: Case Summary & 3 Largest Unsecured Creditors
PAUL A. WALTON: Voluntary Chapter 11 Case Summary

PAYMENT DATA: Delays Form 10-K for 2011
PLATO INC: Moody's Assigns 'B2' Corporate Family Rating
PREMIER PAVING: Files for Chapter 11 in Denver
PREMIER PAVING: Case Summary & 20 Largest Unsecured Creditors
PROGENCY UNIVERSAL: Case Summary & 6 Largest Unsecured Creditors

QUANTUM CORP: Pays Down $20MM Debt, Refinances Remaining $49MM
RANCHER ENERGY: Hires Borgers & Cutler as Accountants
RANCHER ENERGY: Disclosure Statement Hearing Set for April 25
RAPTOR TECHNOLOGY: Delays Form 10-K for 2011
REDDY ICE: Talking Prepacked Bankruptcy With Creditors

REDDY ICE: Can Borrow Add'l $10MM From Macquarie Under Loan Pact
REDDY ICE: Moody's Cuts Corp. Family Rating to 'Ca'; Outlook Neg.
ROBINO-BAY: Chapter 11 Reorganization Case Dismissed
ROOMSTORE INC: April 10 Hearing for Liquidator
SAPPHIRE VP: South Padre Condo Owner Seeks Chapter 11

SAPPHIRE VP: Case Summary & 10 Largest Unsecured Creditors
SHOPPES AT LAKESIDE: Inks Stipulation With 6 Creditors
SIAG AERISYN: Files for Chapter 11 in Chattanooga
SIAG AERISYN: Case Summary & 20 Largest Unsecured Creditors
SKY PETROLEUM: Whitley Penn Raises Going Concern Doubt

SOLAR TRUST: Has Interim Approval for NextEra Loan
SOLAR TRUST: Meeting to Form Creditors' Panel on April 11
SOLAR TRUST: Case Summary & 30 Largest Unsecured Creditors
SOUTHERN OAKS: Gets Okay to Hire Welch Law Firm as Counsel
SOUTHERN OAKS: Court Sets June 15, 2012 as Claims Bar Date

SOUTHERN OAKS: Gets Court's Final Nod to Use Cash Collateral
SPEEDEMISSIONS INC: Habif Arogeti Raises Going Concern Doubt
SPINE PAIN: Ham Langston Raises Going Concern Doubt
SUN HB 13: Case Summary & 4 Largest Unsecured Creditors
SUNRISE ROYAL: JGB Bank Accepts 45% Loss on Short Sale

T SORRENTO: Files for Chapter 11 in Las Vegas
T SORRENTO: Case Summary & 10 Largest Unsecured Creditors
T3 MOTION: Names Rod Keller Named CEO, D. Carney as CFO & CAO
TEAM NATION: Says Stock "Chill" Hinders Business Activities
THOMAS GROUP: Files Chapter 7 Liquidation

THOR INDUSTRIES: Hiring Hodges Doughty as Bankruptcy Attorneys
THORNBURG MORTGAGE: Trustee May Pursue $35MM Suit Against RBC
TIB FINANCIAL: Delays 2011 Form 10-K for Computational Error
TITAN ENERGY: Delays Form 10-K for 2011
TN-K ENERGY: Delays Form 10-K for 2011

TODD BRUNNER: Judge Dismisses Chapter 11 Bankruptcy Case
TREADWELL FAMILY: Case Summary & 20 Largest Unsecured Creditors
TRIBUNE CO: Davis Wright to Provide Additional Services
TRIBUNE CO: Bank Debt Trades at 44% Off in Secondary Market
TRIDENT MICROSYSTEMS: Wants to Expand Scope of FTI Employment

TRIDENT MICROSYSTEMS: Entropic Objects to Sale of Certain Assets
TRIDENT USA: Moody's Assigns 'B2' CFR/PDR; Outlook Stable
TXU CORP: Bank Debt Trades at 44% Off in Secondary Market
TXU CORP: Bank Debt Trades at 39% Off in Secondary Market
UHHS/CSAHS-CUYAHOGA: Moody's Cuts Rating on $77MM Bonds to 'Ba2'

UNITED STATES OIL: Delays Form 10-K for 2011
VELO HOLDINGS: Case Summary & 30 Largest Unsecured Creditors
VERSO PAPER: Moody's Assigns 'B1' Rating to New Secured Notes
VERTICAL COMPUTER: Incurs $167,600 Net Loss in 2011
VIASPACE INC: Incurs $9.4 Million Net Loss in 2011

VILLAGE RESORTS: Court Approves Sheldon Good as Auctioneer
VILLAGE RESORTS: Can Employ Worsek & Vihon as Real Estate Counsel
VISCOUNT SYSTEMS: Dale Matheson Raises Going Concern Doubt
VU1 CORP: Delays Form 10-K for 2011
WATERFORD FUNDING: Court Confirms Liquidation Plan

WIZZARD SOFTWARE: Gregory & Associates Raises Going Concern Doubt
YELLOWSTONE CLUB: Founder Wants to Refile Atty Malpractice Suit
Z TRIM HOLDINGS: Edward Smith Discloses 70.9% Equity Stake
ZOGENIX INC: Enters Into Co-Marketing Agreement with Battelle

* Moody's Says Small E&P Companies' Risk Profile Improves
* Moody' Says Top US Defense Contractors' Pension Deficits Widen
* Accountants' Fees Denied 43% for Unauthorized Payment

* Latest Statistics Not Good for Bankruptcy Professionals
* Perkins Coie Adds 4 Corporate Trust Pros From Pryor Cashman

* Recent Small-Dollar & Individual Chapter 11 Filings


                            *********


3900 DEVELOPMENT: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: 3900 Development, LLC
        944 Lugo Avenue
        Coral Gables, FL 33156

Bankruptcy Case No.: 12-18086

Chapter 11 Petition Date: April 2, 2012

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

Judge: A. Jay Cristol

Debtor's Counsel: Henry Hernandez, Esq.
                  NAVARRO HERNANDEZ, P.L.
                  255 Alhambra Circle, #640
                  Coral Gables, FL 33134
                  Tel: (305) 447-8707
                  Fax: (305) 447-3787
                  E-mail: bankruptcy@nhlawpl.com

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

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

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

The petition was signed by Otto N. Espino, managing member.


3PEA INTERNATIONAL: Reports $215,000 Net Income in 2011
-------------------------------------------------------
3Pea International, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing net
income attributable to the Company of $215,291 on $3.30 million of
revenue in 2011, compared with a net loss attributable to the
Company of $8,292 on $4.34 million of revenue in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $7.09 million
in total assets, $10 million in total liabilities, and a
$2.91 million total stockholders' deficit.

Sarna & Company, in Thousand Oaks, California, noted that the
Company has suffered recurring losses from operations, 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/tZRutS

                     About 3Pea International

Henderson, Nev.-based 3Pea International, Inc., is a transaction-
based solutions provider.  3PEA through its wholly owned
subsidiary 3PEA Technologies, Inc., focuses on delivering reliable
and secure payment solutions to help healthcare companies,
pharmaceutical companies and payers businesses succeed in an
increasingly complex marketplace.


4KIDS ENTERTAINMENT: Claims Bar Date Set for April 18
-----------------------------------------------------
The U.S. Bankruptcy Court approved 4Kids Entertainment, Inc., and
its debtor-affiliates' motion to (a) set deadlines for creditors
to file proofs of claim in the chapter 11 cases, (b) procedures
for filing proofs of claim, and (c) the form of notice of the bar
dates and manner of service.

Creditors have until April 18, 2012, at 5:00 p.m. to file proofs
of claim.  The Claims must be sent to:

     4Kids Entertainment, Inc. Claims Processing Center
     c/o Epiq Bankruptcy Solutions, LLC
     757 Third Avenue, 3rd Floor
     New York, NY 10017

                    About 4Kids Entertainment

New York-based 4Kids Entertainment, Inc., dba 4Kids, is an
entertainment and media company specializing in the youth oriented
market, with operations in these business segments: (i) licensing,
(ii) advertising and media broadcast, and (iii) television and
film production/distribution.  The parent entity, 4Kids
Entertainment, was organized as a New York corporation in 1970.

4Kids filed for Chapter 11 bankruptcy protection to protect its
most valuable asset -- its rights under an exclusive license
relating to the popular Yu-Gi-Oh! series of animated television
programs -- from efforts by the licensor, a consortium of Japanese
companies, to terminate the license and force 4Kids out of
business.

4Kids and affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y.
Lead Case No. 11-11607) on April 6, 2011.  Kaye Scholer LLP is the
Debtors' restructuring counsel.  Epiq Bankruptcy Solutions, LLC,
is the Debtors' claims and notice agent.  BDO Capital Advisors,
LLC, is the financial advisor and investment banker.  EisnerAmper
LLP fka Eisner LLP serves as auditor and tax advisor.  4Kids
Entertainment disclosed $78,397,971 in assets and $86,515,395 in
liabilities as of the Chapter 11 filing.

Hahn & Hessen LLP serves as counsel to the Official Committee of
Unsecured Creditors.  Epiq serves as information agent to the
Committee.

The Consortium consists of TV Tokyo Corporation, which owns and
operates a television station in Japan; ASATSU-DK Inc., a Japanese
advertising company; and Nihon Ad Systems, ADK's wholly owned
subsidiary.  The Consortium is represented by Kyle C. Bisceglie,
Esq., Michael S. Fox, Esq., Ellen V. Holloman, Esq., and Mason
Barney, Esq., at Olshan Grundman Frome Rosenzweig & Wolosky LLP,
in New York.

In January 2012, the bankruptcy judge ruled in favor of 4Kids,
deciding that the Yu-Gi-Oh! property license agreement between the
Debtor and the licensor was not effectively terminated prior to
the bankruptcy filing.  Following the ruling, 4Kids entered into a
settlement where it would receive $8 million to end the dispute
over its valuable Yu-Gi-Oh! Property.


4KIDS ENTERTAINMENT: Expands Terms of EisnerAmper Employment
------------------------------------------------------------
4Kids Entertainment, Inc., sought and obtained permission from the
U.S. Bankruptcy Court for the Southern District of New York to
expand the scope of employment of EisnerAmper LLP, f/k/a Eisner
LLP, to provide additional audit and tax advice, nunc pro tunc to
Jan. 1, 2012.

EisnerAmper is authorized to (a) audit the Debtors' consolidated
balance sheet and related statements of operations, stockholders'
equity and cash flows as of Dec. 31, 2011, (b) review the interim
financial information to be included in the Debtors' quarterly SEC
filings for each of the quarters in year ending Dec. 31, 2012, and
(iii) prepare the Debtors' corporate federal and state income tax
returns for the year ending Dec. 31, 2011, each of which is set
forth in the Engagement Letter and the Application, nunc pro tunc
to Jan. 1, 2012.

The Debtors are authorized to make payments to EisnerAmper for
compensation and reimbursement of expenses as set forth in the
Engagement Letter and in the Application.

                    About 4Kids Entertainment

New York-based 4Kids Entertainment, Inc., dba 4Kids, is an
entertainment and media company specializing in the youth oriented
market, with operations in these business segments: (i) licensing,
(ii) advertising and media broadcast, and (iii) television and
film production/distribution.  The parent entity, 4Kids
Entertainment, was organized as a New York corporation in 1970.

4Kids filed for Chapter 11 bankruptcy protection to protect its
most valuable asset -- its rights under an exclusive license
relating to the popular Yu-Gi-Oh! series of animated television
programs -- from efforts by the licensor, a consortium of Japanese
companies, to terminate the license and force 4Kids out of
business.

4Kids and affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y.
Lead Case No. 11-11607) on April 6, 2011.  Kaye Scholer LLP is the
Debtors' restructuring counsel.  Epiq Bankruptcy Solutions, LLC,
is the Debtors' claims and notice agent.  BDO Capital Advisors,
LLC, is the financial advisor and investment banker.  EisnerAmper
LLP fka Eisner LLP serves as auditor and tax advisor.  4Kids
Entertainment disclosed $78,397,971 in assets and $86,515,395 in
liabilities as of the Chapter 11 filing.

Hahn & Hessen LLP serves as counsel to the Official Committee of
Unsecured Creditors.  Epiq serves as information agent to the
Committee.

The Consortium consists of TV Tokyo Corporation, which owns and
operates a television station in Japan; ASATSU-DK Inc., a Japanese
advertising company; and Nihon Ad Systems, ADK's wholly owned
subsidiary.  The Consortium is represented by Kyle C. Bisceglie,
Esq., Michael S. Fox, Esq., Ellen V. Holloman, Esq., and Mason
Barney, Esq., at Olshan Grundman Frome Rosenzweig & Wolosky LLP,
in New York.

In January 2012, the bankruptcy judge ruled in favor of 4Kids,
deciding that the Yu-Gi-Oh! property license agreement between the
Debtor and the licensor was not effectively terminated prior to
the bankruptcy filing.  Following the ruling, 4Kids entered into a
settlement where it would receive $8 million to end the dispute
over its valuable Yu-Gi-Oh! Property.


75THPEORIA SW: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: 75thpeoria SW Investors, LLC
        4909 N. 44th Street
        Phoenix, AZ 85018

Bankruptcy Case No.: 12-06796

Chapter 11 Petition Date: April 2, 2012

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

Judge: Charles G. Case, II

Debtor's Counsel: Andrew Hardenbrook, Esq.
                  SNELL & WILMER, L.L.P.
                  One Arizona Center
                  400 E. Van Buren Street
                  Phoenix, AZ 85004-2202
                  Tel: (602) 382-6229
                  Fax: (602) 382-6070
                  E-mail: ahardenbrook@swlaw.com

                         - and ?

                  Christopher H. Bayley, Esq.
                  SNELL & WILMER, L.L.P.
                  One Arizona Center
                  400 E. Van Buren
                  Phoenix, AZ 85004-0001
                  Tel: (602) 382-6214
                  Fax: (602) 382-6070
                  E-mail: CBayley@swlaw.com

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

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

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

The petition was signed by Morris C. Aaron, president of MCA
Financial Group, Ltd.


AFA FOODS: Case Summary & 30 Largest Unsecured Creditors
--------------------------------------------------------
Lead Debtor: AFA Investment Inc.
             860 First Avenue, Suite 9A
             King of Prussia, PA 19406

Bankruptcy Case No.: 12-11127

Affiliates that simultaneously filed Chapter 11 petitions:

        Debtor                                Case No.
        ------                                --------
AFA Foods, Inc.                               12-11128
American Foodservice Corporation              12-11129
American Fresh Foods, Inc.                    12-11130
American Foodservice Investment Company, LLC  12-11131
American Fresh Foods, LLC                     12-11132
American Fresh Foods, L.P.                    12-11133
United Food Group LLC                         12-11134
Fairbank Reconstruction Corporation           12-11135

Chapter 11 Petition Date: April 2, 2012

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

Judge: Mary F. Walrath

About the Debtors: King of Prussia, Pennsylvania-based AFA Foods
                   is one of the largest processors of ground beef
                   products in the United States.  The Company has
                   five processing facilities and two ancillary
                   facilities across the country with annual
                   processing capacity of 800 million pounds.
                   Revenue in 2011 was $958 million.

                   Negative media coverage related to boneless
                   lean beef trimmings -- BLBT -- hurt the
                   Debtors' liquidity.

                   First lien lenders General Electric Capital
                   Corp. and Bank of America Corp are providing
                   $56 million of DIP financing.  Loan requires
                   quick sale of the assets.

Debtors'
Local
Counsel:          Laura Davis Jones, Esq.
                  PACHULSKI STANG ZIEHL & JONES LLP
                  919 N. Market Street, 17th Floor
                  Wilmington, DE 19899-8705
                  Tel: (302) 652-4100
                  Fax: (302) 652-4400
                  E-mail: ljones@pszjlaw.com

Debtors'
Bankruptcy
Counsel:          Tobias S. Keller, Esq.
                  JONES DAY
                  555 California Street 26th Floor
                  San Francisco, CA 94104
                  Tel: (415) 626-3939
                  http://www.jonesday.com/

- and -

                  Jeffrey B. Ellman, Esq.
                  Brett J. Berlin, Esq.
                  JONES DAY
                  1480 Peachtree Street, N.E. Suite 800
                  Atlanta, GA 30309
                  Tel: (404) 581-3939
                  http://www.jonesday.com/

Debtors'
Financial
Advisor:          FTI CONSULTING, INC.

Debtors'
Marketing
Consultant:       IMPERIAL CAPITAL LLC

Debtors'
Claims and
Notice Agent:     KURTZMAN CARSON CONSULTANTS LLC

Total Assets: $219.6 million as of Feb. 26, 2012

Total Liabilities: $197.3 million as of Feb. 26, 2012

The petitions were signed by Ron Allen, designated officer.

Consolidated List of the Debtors' 30 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Orleans International              Trade Debt           $8,309,098
30600 Northwestern Highway, Suite 300
Farmington Hill, MI 48334

Beef Products Inc.                 Trade Debt           $4,589,311
891 Two Rivers Drive
Dakota Dunes, SD 57049

JBS USA Holdings, Inc.             Trade Debt           $3,403,248
1770 Promontory Circle
Greeley, CO 80634

Tyson Fresh Meats, Inc.            Trade Debt           $3,276,300
88031 Expedite Way
Chicago, IL 60695

Central Valley Meat Company, Inc.  Trade Debt           $3,203,545
10431 8 3/4 Avenue
Hanford, CA 93236

Rind International Trading Company Trade Debt           $2,912,836
1233 120th Avenue
Bellevue, WA 98005-2147

Walt's Wholesale Meats             Trade Debt           $2,244,361
350 So. Pekin Road
Woodland, WA 98674

Dale T. Smith & Sons Inc.          Trade Debt           $1,916,338
P.O. Box 479
Draper, UT 84020

Palo Duro Meat Processing          Trade Debt           $1,762,916
P.O. Box 31117
Amarillo, TX 79120

C.H. Robinson Worldwide, Inc.      Trade Debt           $1,656,334
14701 Charlson Road, Suite 1400
Eden Prairie, MN 55347

H& B Packing Company Inc.          Trade Debt           $1,426,079
702 Forest Drive
Waco, TX 76703

American Capital, Ltd.             Other                $1,374,264
2 Bethesda Metro Center, 14th Floor
Bethesda, MD 20814

San Angelo Packing Co., Inc.       Trade Debt           $1,130,400
1809 N. Bell
P.O. Box 1469
San Angelo, TX 76902

International Paper Company        Trade Debt             $883,720
6400 Poplar Avenue
Memphis, TN 38197

Sealed Air Corporation - Cryovac   Trade Debt             $785,187
Division
200 Riverfront Boulevard
Elmwood Park, NJ 07407

Anzco Foods North America, Inc.    Trade Debt             $784,103
666 Dundee Road, Suite 1605
Northbrook, IL 60062

Creekstone Farms                   Trade Debt             $751,447
604 Goff Industrial Park Road
Arkansas City, KS 67005

Martin's Abbatoir & Wholesale      Trade Debt             $716,544
Meats
P.O. Box 890203
Charlotte, NC 28289-0203

Pierce Trading International       Trade Debt             $626,466
1099 Wall Street West, #170
Lyndhurst, NJ 07071

L&H Packing Company                Trade Debt             $616,088
647 Steeves Avenue
San Antonio, TX 78210

Lawrence Wholesale, LLC            Trade Debt             $588,569
P.O. Box 58307
Los Angeles, CA 90058

Harris Ranch Beef Company          Trade Debt             $583,468
P.O. Box 130
Selma, CA 93662

Secrest Watson International       Trade Debt             $522,696
931 Hartz Way, Suite 235
P.O. Box 824
Danville, CA 94526

Export Packers Company, Ltd.       Trade Debt             $488,596
107 Walker Drive
Brampton, Ontario L6T 5K5
Canada

AB Foods, LLC                      Trade Debt             $482,103
1555 Shoreline Drive, Suite 320
Boise, ID 83702

Linde, Inc.                        Trade Debt             $477,629
575 Mountain Avenue
Murray Hill, NJ 07974

Ronald A. Chrisholm, Ltd.          Trade Debt             $460,082
2 Bloor Street West, Suite 3300
Toronto, Ontario M4W 3K3
Canada

ASC Meyners Company                Trade Debt             $451,471
P.O. Box 100199
Columbia, SC 29202-3199

Berns & Koppstein                  Trade Debt             $442,926
17 Battery Place, 6th Floor
New York, NY 10004-1101

The City of Vernon Utilities       Trade Debt             $426,689
4305 Santa Fe Avenue
Vernon, CA 90058


AIR CANADA: Moody's Lowers Corporate Family Rating to 'Caa1'
------------------------------------------------------------
Moody's Investors Service lowered Air Canada's corporate family
rating and probability of default ratings to Caa1 from B3, its 1st
lien senior secured rating to B2 from B1 and its 2nd lien senior
secured rating to Caa2 from Caa1. The company's speculative grade
liquidity rating was affirmed at SGL-2, indicating good liquidity.
The company's rating outlook is stable.

"We have lowered Air Canada's ratings because we expect its
adjusted leverage will remain in excess of 8x through at least
2012, which is higher than we previously expected", said Darren
Kirk, a vice president with Moody's. "We are concerned with the
company's ability to absorb higher capital expenditures for new
planes and additional funding requirements for its sizeable
pension shortfalls beginning in 2014".

Ratings Rationale

Air Canada's Caa1 corporate family rating is heavily influenced by
its significant adjusted leverage of 8x, which Moody's believes
will increase modestly through 2012 as earnings are pressured by
rising fuel costs, increasing competition and soft economic
conditions. The need to renew expired labour contracts and
associated potential for further disruption of its operations,
growing competition from lower-cost carriers and the company's
very high cost structure arising from its legacy carrier status
also weigh on the rating.

Air Canada has had several years of minimal capital expenditures
given the relatively young age of its fleet, but in 2014 it will
start taking delivery of Boeing 787 aircraft, which will
substantially increase capital spending. At the same time, its
contractual cap on past pension service contributions ($225
million in 2013) will end. Moody's estimates Air Canada's current
pension solvency deficit to be in excess of $4 billion, which
could result in a material increase of its cash funding
obligations at the same time that rising capital expenditures are
further stressing the company's credit metrics.

Favorably, the rating reflects Air Canada's meaningful scale and
leading market share of domestic, trans-border and international
routes in and out of Canada. As well, despite its elevated
leverage, free cash flow should remain modestly positive through
2013 as near term capital expenditures are relatively light while
liquidity remains good, underscored by sizeable cash balances
(estimated at over $2 billion currently).

The ratings outlook is stable and reflects Moody's expectation
that Air Canada's key credit metrics will deteriorate modestly
through the next 12-18 months, but remain appropriate for its
rating.

Upward rating movement would be dependent upon gaining confidence
that Air Canada can fund its increasing capex and pension payments
starting in 2014 while bringing down leverage below 7X and
maintaining cash/ revenues around 20%. Downward rating pressure
could occur if Debt/ EBITDA is forecast to rise above 9x or should
cash trend into the low teens as a percentage of revenues.

The principal methodology used in rating Air Canada was the Global
Passenger Airlines 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.

Headquartered in Saint-Laurent, Quebec, Air Canada is the largest
provider of scheduled passenger services in Canada and beyond its
borders and also provides cargo and tour operator services.
Revenues for 2011 were approximately $11 billion.


ALIMERA SCIENCES: Deloitte & Touche Raises Going Concern Doubt
--------------------------------------------------------------
Alimera Sciences, Inc., filed on March 30, 2012, its annual report
on Form 10-K for the fiscal year ended Dec. 31, 2011.

Deloitte & Touche LLP, in Atlanta, Georgia, expressed substantial
doubt about Alimera Sciences' ability to continue as a going
concern.  The independent auditors noted that of the Company's
recurring net losses, negative cash flow from operations,
accumulated deficit, and current lack of a commercial product.

The Company reported a net loss of $22.5 million for 2011,
compared with a net loss of $13.8 million for 2010.  The Company
is not currently generating revenues.

The Company's balance sheet at Dec. 31, 2011, showed $34.7 million
in total assets, $9.7 million in total liabilities, and
stockholders' equity of $25.0 million.

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

                       http://is.gd/6ttGzc

Alpharetta, Ga.-based Alimera Sciences, Inc., is a
biopharmaceutical company that specializes in the research,
development and commercialization of prescription ophthalmic
pharmaceuticals.  The Company is presently focused on diseases
affecting the back of the eye, or retina, because the Company
believes these diseases are not well treated with current
therapies and represent a significant market opportunity.


ALTER COMMUNICATIONS: Jewish Times Brings $1.26MM in Auction
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Alter Communications Inc., the publisher of the
Baltimore Jewish Times, attracted a high bid of $1.26 million at
yesterday's auction.  The winning bidder, Route 95 Publishing
LLC, beat out Baltimore Community Publishing LLC by $10,000.
There will be a hearing in bankruptcy court in Baltimore on
April 5 for approval of the sale. The Chapter 11 trustee for Alter
said he believes the sale will be completed quickly.

According to the report, the trustee already filed a motion for
conversion of the Chapter 11 case to liquidation in Chapter 7. The
trustee said Chapter 7 will be the most efficient means to
administer the remainder of the case once the business is sold.
The trustee took over March 16 and immediately set up auction and
sale procedures given the company's "precarious cash flow."

                    About Alter Communications

Based in Baltimore, Maryland, Alter Communications publishes the
Baltimore Jewish Times.  Other publications include the magazine
Style, with 90,000 circulation, and Chesapeake Life, with a
circulation of 57,000.

Alter Communications filed for Chapter 11 bankruptcy (Bankr. D.
Md. Case No. 10-18241) on April 14, 2010, after losing a $362,000
judgment to the printer, H.G. Roebuck & Son Inc.  Alan M. Grochal,
Esq., and Maria Ellena Chavez-Ruark, Esq., at Tydings and
Rosenberg, in Baltimore, serve as the Debtor's bankruptcy counsel.
The Debtor estimated assets and debts between $1 million and
$10 million in its Chapter 11 petition.

In December 2010, the Bankruptcy Court approved Alter's Chapter 11
exit plan.  Roebuck appealed, saying the plan wasn't filed in good
faith and that it "discriminates unfairly."

In June 2011, the U.S. District Judge Court in Maryland set aside
the confirmation order.  Because Roebuck said it would pay more
for the new stock, the District Court reversed and sent the case
back to the bankruptcy court with instructions to allow the filing
of competing plans.  After the plan was set aside, the bankruptcy
judge ordered the appointment of a Chapter 11 trustee.


AMERICAN PATRIOT: Delays 2011 Annual Report for Limited Staff
-------------------------------------------------------------
American Patriot Financial Group, Inc., was unable, without
unreasonable effort and expense, to file its annual report on Form
10-K for the period ended Dec. 31, 2011, on a timely basis because
the Company could not complete the preparation of the required
information without unreasonable effort and expense because of the
Company's limited staff and other resources.  As a result, the
Company's senior management has not been able to prepare the
necessary information to be included in the Company's Annual
Report on Form 10-K for the year ended Dec. 31, 2011.  The Company
expects to file the Form 10-K on or prior to April 16, 2012.

                       About American Patriot

Based in Greenville, Tenn., American Patriot Financial Group, Inc.
is a one-bank holding company formed as a Tennessee corporation to
own the shares of American Patriot Bank.  The Bank is the only
subsidiary of the Corporation.

American Patriot Bank commenced operations as a state chartered
bank on July 9, 2001.  The Bank had total assets of roughly
$118 million at Dec. 31, 2009.  The Bank is not a member of
the Federal Reserve System.

The Bank's customer base consists primarily of small to medium-
sized business retailers, manufacturers, distributors, land
developers, contractors, professionals, service businesses and
local residents.

On Aug. 18, 2010, the Company received from the Federal Deposit
Insurance Corporation, a Supervisory Prompt Corrective Action
Directive, dated August 17, 2010, due to American Patriot Bank's
"significantly undercapitalized" status.  The Directive requires
that the Bank submit an acceptable capital restoration plan on or
before August 31, 2010, providing that, among other things, at a
minimum, the Bank will  restore and maintain its capital to the
level of "adequately capitalized."

As reported by the TCR on April 6, 2011, Hazlett, Lewis & Bieter,
PLLC, in Chattanooga, Tennessee, expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has incurred
significant losses for the past four years resulting in a retained
deficit of $5,946,761.  At Dec. 31, 2010, the Company and its
subsidiary were significantly undercapitalized based on regulatory
standards and has consented to an Order to Cease and Desist with
its primary federal regulator that requires, among other
provisions, that it achieve regulatory capital thresholds that are
significantly in excess of its current actual capital levels.  The
Company's nonperforming assets have increased significantly during
2010 and 2009 related primarily to deterioration in the credit
quality of its loans collateralized by real estate.  The Company,
at the holding company level, has a note payable that was due Feb.
28, 2011; however, the Company does not currently have sufficient
funds to pay off this note and it is uncertain whether the lender
will renew the note, or whether the Company can raise sufficient
capital to pay off the note.  This note is securitized by 100% of
the stock of the subsidiary.

The Company reported a net loss of $2.29 million on $5.04 million
of total interest and dividend income for the year ended Dec. 31,
2010, compared with a net loss of $4.02 million on $6.23 million
of total interest and dividend income during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$94.42 million in total assets, $93.21 million in total
liabilities and $1.21 million in total stockholders' equity.


ANDY'S NURSERY: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Andy's Nursery Landscaping Company
          dba Andy's Nursery & Landscaping, Inc.
              Andy's II Discount Nursery & Landscaping, Inc.
        915 Highway 16 East
        Newnan, GA 30265

Bankruptcy Case No.: 12-10945

Chapter 11 Petition Date: April 2, 2012

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

Debtor's Counsel: W. Kevin Snyder, Esq.
                  LACY & SNYDER LLP
                  P.O. Box 3709
                  Peachtree City, GA 30269
                  Tel: (770) 486-8445
                  Fax: (770) 486-8889
                  E-mail: kevin@lacysnyder.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/ganb12-10945.pdf

The petition was signed by Robbi Martin, CEO.


APARTMENT INVESTMENT: Moody's Affirms 'Ba1' Corp. Family Rating
---------------------------------------------------------------
Moody's Investors Service affirmed the Ba1 corporate family and
Ba3 preferred ratings of Apartment Investment & Management Co. The
outlook remains stable. The ratings reflect the REIT's large and
geographically diversified portfolio with $9.7 billion in gross
assets; strong operating performance with high conventional same
store occupancy at 95% and strong overall NOI growth of 5.9% in
4Q11. The ratings also reflect the REIT's access to capital, good
liquidity, and well laddered debt maturity schedule. Offsetting
these strengths are the company's fully encumbered portfolio;
higher leverage with net debt/EBITDA at 8.8x at YE11; and thin
fully loaded fixed charge coverage of 1.3x.

Ratings Rationale

Aimco's strong operating performance is a direct result of
favorable multifamily fundamentals and the REIT's multi-year
efforts to reposition and upgrade its portfolio. Since 2008, the
REIT has disposed of close to $5 billion of properties and in
addition to applying proceeds to reduce leverage, the company has
reinvested sales proceeds into select acquisitions and
redevelopment. Aimco has increased rental rates and lowered
expenses to grow its conventional same store NOI by 5.3% in 2011
compared to 2010. The company's affordable housing portfolio,
representing 12% of NOI, increased same store NOI by 10.4% over
the same time period.

Improved earnings has reduced net debt/EBITDA to 8.8x at YE11 from
9.7x at YE10, yet it is still considered high. Effective leverage
(debt plus preferred securities to gross assets) is also high yet
constant at 61% for the past three years, though it should be
noted it has declined from 65% at YE08. Another limiting rating
factor is the company's weak fixed charge coverage. Fixed charge
coverage (recurring EBITDA divided by interest, preferred
dividends) measures 1.5x and fully loaded coverage (including
principal amortization and pro-rata for unconsolidated joint
ventures) is only 1.3x. The weak coverage is directly attributable
to the REIT's high leverage and principal amortization payments.

The stable outlook reflects the REIT's improved portfolio and
positive multifamily fundamentals which offsets Moody's concern
with respect to thin coverage metrics. It also reflects Aimco's
ability to raise capital to fund upcoming obligations.

Aimco's ratings would likely be upgraded if the REIT were to
improve its fixed charge coverage to 2x (recurring EBITDA divided
by interest and preferred dividends) and reduce leverage closer to
50% of gross assets and 7x net debt / EBITDA. The REIT's capital
structure would need to be altered significantly to include a
meaningful level of unencumbered assets. Moody's does not perceive
these changes as likely in the intermediate term. Moody's would
likely downgrade Aimco's ratings should fully loaded fixed charge
coverage fall below 1.3x, effective leverage increase to over 65%
or net debt / EBITDA approach 10x.

The following ratings were affirmed with a stable outlook:

Apartment Investment and Management Co. -- Ba1 corporate family
rating; Ba3 preferred equity rating.

In its last rating action with respect to Aimco in March 2010,
Moody's affirmed the Ba1 corporate family rating and the Ba3
preferred rating.

Aimco is a real estate investment trust (NYSE: AIV) headquartered
in Denver, Colorado that owns and operates a geographically
diversified portfolio of apartment communities, totaling 518
properties and 93,694 apartment units. Aimco's properties are
located in 36 states, the District of Columbia and Puerto Rico.

The principal methodology used in this rating was Global Rating
Methodology for REITs and Other Commercial Property Firms
published in July 2010.


ASPEN INSURANCE: Moody's Rates New Preferred Shares 'Ba1(hyb)'
--------------------------------------------------------------
Moody's Investors Service has assigned a Ba1(hyb) rating to the
proposed Non-Cumulative Preferred Shares to be issued by Aspen
Insurance Holdings Limited. These preferred shares are perpetual,
non-cumulative and are callable by Aspen after five years.
Proceeds from the offering will be used by Aspen for general
corporate purposes. The rating is based on the expectation that
there will be no material differences between current and final
documentation.

Ratings Rationale

Moody's stated that the Ba1(hyb) rating assigned to the Preferred
Shares reflects standard notching (vs. the senior rating) for non-
cumulative preferred shares that lack a mandatory trigger Moody's
considers to be "meaningful". The security is rateable by Moody's
because although it contains a "variation or exchange" provision,
the conditions under which the security could be varied/exchanged,
and the nature of changes that could be made, are limited in ways
that retain important protections for investors. First, the
security may be varied or exchanged only in response to a tax
event or a (Tier 2) capital disqualification event. Second, in
addition to a broad prohibition against changes that would be less
favorable to investors (albeit somewhat weakened by the lack of
third-party affirmation of that determination), the security
specifically prohibits certain changes. Prohibited changes include
any that would a) change the amount, b) change the dividend
payments, c) change the redemption dates, d) alter the currency,
e) reduce the liquidation preference, or f) lower the ranking.

Under a capital disqualification event, there is a risk that Aspen
could tighten the conditions triggering a mandatory dividend
suspension enough for Moody's to judge the trigger as
"meaningful", as would be the case if the trigger were changed to
become effective at a capital ratio materially higher than the
Solvency Capital Requirement level. Moody's believes such a change
would be considered less favorable to investors. Moreover, Moody's
considers it unlikely that, based on current proposals for Tier 2
capital criteria under Solvency II QIS-5, future Tier 2 capital
criteria would include a mandatory trigger on perpetual
noncumulative preferred securities that Moody's would judge to be
"meaningful". Nonetheless, in the event that the preferred shares
were to be varied to include, or exchanged for new securities
with, a meaningful mandatory dividend suspension trigger, the
rating on the Preferred Shares would likely be lowered by one
notch.

The preferred shares will receive some equity credit from Moody's
in its financial leverage calculation based on the securities'
subordination, optional deferral and non-cumulative nature of
dividends and lack of a stated maturity. As a result of this share
issuance, Aspen's pro-forma YE11 adjusted financial leverage is
expected to increase slightly but remain within Moody's
expectations of below 25%. Interest expense will also increase,
although going forward Moody's does not expect the Group's
earnings cover to fall below the A category, and overall financial
flexibility to remain good.

Moody's A2 insurance financial strength ratings on Aspen's
operating subsidiaries reflect the Group's very good
capitalization, conservative investment policy, and good financial
flexibility. Whilst recognising Aspen's good, though mixed,
average return on capital performance over the last few years, and
good business diversification, these strengths are off-set by the
inherent volatility and cyclicality in many of its lines of
business, the inherent uncertainty associated with expanding into
new lines of business, and the challenge of improving the
performance of its US insurance division's business.

The following rating has been assigned with a stable outlook:

  Aspen Insurance Holdings Limited - Non-Cumulative Preferred
  Shares at Ba1(hyb).

The principal methodology used in this rating was Moody's Global
Rating Methodology for Reinsurers published in December 2011 .

Aspen, headquartered in Hamilton, Bermuda, reported at YE11 gross
premiums written of $2,208 million and shareholders' equity of
$3,172 million.


ASSOCIATED MATERIALS: Moody's Cuts CFR to 'Caa1'; Outlook Neg.
--------------------------------------------------------------
Moody's Investors Service downgraded Associated Materials, LLC's
Corporate Family Rating and Probability of Default Rating to Caa1
from B3, and its senior secured notes to Caa1 from B3. These
rating actions result from the larger than anticipated impairment
charges totaling about $164 million and weak operating performance
as reported in the company's recently published 10K. The rating
outlook remains negative.

The following ratings/assessments were affected by this action:

Corporate Family Rating downgraded to Caa1 from B3;

Probability of Default Rating downgraded to Caa1 from B3; and,

$730 million Sr. Secured Notes due 2017 downgraded to Caa1
(LGD4, 55%) from B3 (LGD4, 53%).

Ratings Rationale

The downgrade of Associated's Corporate Family Rating to Caa1 from
B3 results from Moody's view that Associated will experience weak
operating performance due to ongoing pressures from lackluster
demand in the residential new construction and the repair and
remodeling sectors, the main drivers of Associated's revenues. The
company took a total of about $164 million of charges to impair
its goodwill and other intangible assets in 2011. Although these
charges are non-cash, the impairments indicate that the level of
future cash flow that can reasonably be generated is below Moody's
expectations from when Hellman & Friedman LLC originally acquired
the company in October 2010. Also, Associated's key credit metrics
are likely to remain weak for the foreseeable future. Moody's adds
approximately $264 million of debt to the balance sheet to adjust
for operating leases and pension obligations. Excluding these and
other one-time adjustments, the company's unadjusted, pre-
impairment debt leverage and EBITA-to-interest expense were around
9.5 times at FYE11 and slightly below 1.0 times for the 12 months
ending December 31, 2011, respectively. These credit metrics are
significantly weaker than those previously identified as drivers
for possible downgrade.

The negative rating outlook reflects Moody's view that Associated
will have difficulty generating significant levels of free cash
flow relative to its debt, as well as paying down outstanding
borrowings under its revolver without a robust recovery in its end
markets.

Factors that would stress Associated's ratings include ongoing
erosion in the company's operating performance or deterioration in
the company's liquidity profile, characterized by continued usage
of its revolving credit facility to meet its operating and debt
service requirements. EBITA-to-interest expense remaining at or
below 0.5 times or leverage remaining at elevated levels could
pressure the ratings. Redemption of debt at deep discounts or
conversion of debt for equity would negatively impact the ratings
as well.

A stabilization of the ratings is unlikely to occur until
Associated demonstrates a significant improvement in operations,
which is unlikely considering the slow growth prospects in its end
markets.

The principal methodology used in rating Associated was the Global
Manufacturing Industry Methodology, published December 2010. Other
methodologies used include Loss Given Default for Speculative
Grade Issuers in the US, Canada, and EMEA, published June 2009.

Associated Materials, LLC, headquartered in Cuyahoga Falls, Ohio,
is a North American manufacturer and distributor of exterior
residential building products. The company's core products are
vinyl windows, vinyl siding, aluminum trim coil, and aluminum and
steel siding and accessories. Associated is also a distributor of
roofing materials, insulation, and exterior doors produced by
third parties. Hellman & Friedman LLC, through its respective
affiliates, is the primary owner of Associated. Revenues for the
twelve months through December 31, 2011 totaled approximately $1.1
billion.


AUSTIN HOUSING: Moody's Withdraws 'Ca' Rating on Revenue Bonds
--------------------------------------------------------------
Moody's Investors Service has withdrawn the Ca rating on Austin
Housing Finance Corporation, Multifamily Housing Revenue Bonds
(Rutland Place Apartments Project) Series 1998A following final
distribution to bondholders and cancellation of the bonds. This
rating action affects $11,180,000 million of debt.

Ratings Rationale

Based on the Notice of Final Distribution and Cancellation of
Bonds dated February 29, 2012, the Bondholder directed the Trustee
to execute a Loan Purchase Agreement which provided that LLJ Quez
Rutland LLC purchase from the Trustee an assignment of the Deed of
Trust Security Agreement and Collateral Assignment of Rents,
Leases and Contracts, the Loan Agreement, and the UCC Financing
Statement. In return, the Trustee received a payment of $8,150,000
and distributed this sum to bondholders on March 30th, 2012. This
final distribution is the last disbursement that the bondholders
will receive.

The bonds have defaulted on principal and interest since
November 1, 2010 and May 1, 2011, respectively. Bondholders
recovered approximately 70% of outstanding principal.

The principal methodology used in this rating was Global Housing
Projects published in July 2010.


AVION POINT: Sees No Progress in Sale, Wants Case Dismissed
-----------------------------------------------------------
Avion Point West, LLC, and Orlando Country Aviation Services,
Inc., ask the U.S. Bankruptcy Court for the Middle District of
Florida to dismiss their Chapter 11 cases.

The Debtors explain that:

   a. their plan is dependent upon the sale of Avion Point West
      LLC's property to the City of Apopka;

   b. there has been little or no progress towards a sale; and

   c. accordingly, their plan cannot be confirmed.

As reported in the Troubled Company Reporter on Feb. 21, 2012,
the Court is scheduled to  convene a combined hearing on April 4,
2012, at 11:00 a.m., to consider adequacy of the Disclosure
Statement and the confirmation of the Debtors' Amended Plan of
Reorganization dated Jan. 30, 2012.

Under the Plan, the Debtor will: (i) continue to work with the
City of Apopka for the sale of the Avion property and the
development of the Orlando Apopka Airport for twelve months after
consummation; and (ii) if the sale to the City of Apopka does not
close within twelve months after the Effective Date, the property
of both OCA and Avion will be sold at auction.  Each allowed
secured claim will have the right to credit bid according to their
priority on the relevant property.

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

                      About Avion Point West

Based in Longwood, Florida, Avion Point West LLC and its
affiliate, Orlando Country Aviation Services Inc., filed for
Chapter 11 bankruptcy protection (Bank. M.D. Fla. Case Nos.
11-10364 and 11-10365) on July 8, 2011.  Judge Karen S. Jennemann
presides over the Debtors' cases.  Frank M. Wolff, Esq., at Wolff
Hill McFarlin & Herron PA, represents the Debtor.  In its
schedules, the Debtor disclosed $18,075,314 in total assets and
$9,238,057 in total debts.

The petitions were signed by James PA Thompson, the managing
member.  Mr. Thompson is the developer of Orlando Apopka Airport
in northwest Orange County.  During the past decade, Mr. Thompson
has transformed Orlando Apopka Airport, on U.S. Highway 441
between Plymouth and Zellwood, from an old airfield called Orlando
Country Airport into a complex of hangar condominiums whose owners
now control the facility.


BERNARD L. MADOFF: Koch Wants $22M Suit Moved to Federal Court
--------------------------------------------------------------
Koch Industries Inc. filed papers requesting that a U.S. district
judge remove a $21.5 million lawsuit by the trustee of Bernard L.
Madoff Investment Securities Inc. from bankruptcy court.  The suit
seeks to recover money Koch received from one of the so-called
feeder fund.

Lisa Uhlman at Bankruptcy Law360 reports that Koch Industries
sought the removal, asserting that a New York bankruptcy court is
not the proper forum.

According to Law360, Trustee Irving H. Picard filed the suit
Feb. 9 seeking the return of $21.5 million in fraudulent transfers
from Wichita, Kan.-based Koch Industries, saying the funds were
fraudulent transfers from Bernard L. Madoff Investment Securities
LLC.

                      About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion.  On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of
New York granted the application of the Securities Investor
Protection Corporation for a decree adjudicating that the
customers of BLMIS are in need of the protection afforded by the
Securities Investor Protection Act of 1970.  The District Court's
Protective Order (i) appointed Irving H. Picard, Esq., as trustee
for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP
as his counsel, and (iii) removed the SIPA Liquidation proceeding
to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789)
(Lifland, J.).  Mr. Picard has retained AlixPartners LLP as claims
agent.

On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893).  The case is before Hon. Burton Lifland.  The
petitioning creditors -- Blumenthal & Associates Florida General
Partnership, Martin Rappaport Charitable Remainder Unitrust,
Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert
US$64 million in claims against Mr. Madoff based on the balances
contained in the last statements they got from BLMIS.

On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).

The Chapter 15 case was later transferred to Manhattan.  In June
2009, Judge Lifland approved the consolidation of the Madoff SIPA
proceedings and the bankruptcy case.

Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to
150 years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.)

As of Feb. 17, 2012 and in the 38 months since his appointment,
the SIPA Trustee has recovered or entered into agreements to
recover more than $9 billion, representing roughly 52% of the
roughly $17.3 billion in principal estimated to have been lost in
the Ponzi scheme by BLMIS customers who filed claims.  The
recoveries exceed prior restitution efforts related to Ponzi
schemes both in terms of dollar value and percentage of stolen
funds recovered.  Pro rata distributions from the Customer Fund to
BLMIS customers whose claims have been allowed by the SIPA Trustee
totaled $325.7 million.

Mr. Picard has filed 1,000 lawsuits seeking $100 billion from
banks such as HSBC Holdings Plc and JPMorgan Chase & Co.  The
trustee has seen more than $28 billion of his claims tossed by
district judges.


BIOMET INC: Moody's Says J&J Acquisition Credit Positive
--------------------------------------------------------
Moody's Investors Service said that Biomet, Inc.'s announcement
that it has entered a definitive agreement with Johnson & Johnson
(J&J) to acquire its DePuy trauma business for $280 million in
cash is a credit positive but has no impact on Biomet's rating or
outlook (B2 CFR, stable) at this time.

Biomet, Inc., headquartered in Warsaw, Indiana, is a global
manufacturer of orthopedic products and is one of the leading
players in the US reconstructive market.


BLUE SPRINGS FORD: Judge Venters to Oversee Case
------------------------------------------------
The Chapter 11 bankruptcy case of Blue Springs Ford Sales, Inc.,
has been assigned to the Hon. Jerry W. Venters of the U.S.
Bankruptcy Court Western District of Missouri Court (Case No.
12-41176).

Judge Mary F. Walrath in Wilmington, Delaware, transferred the
case's venue in a March 28 order following an oral motion by
judgment creditors Kimberly and Michael von David at a hearing on
March 23.

Blue Springs Ford filed a Chapter 11 petition (Bankr. D. Del. Case
No. 12-10982) on March 21, 2012.

Judge Venters inherited from the Delaware Bankruptcy Court a
pending request by the Debtor for final authority to obtain
postpetition financing.  At the March 23 hearing, Judge Walrath
granted the Debtor interim authority to obtain up to $8 million
from Ford Motor Credit Company LLC.  The Debtor needs the money to
fund working capital, general corporate and other financing needs.

The Debtor owes Ford Credit under an Automative Wholesale Plan
Application for Wholesale Financing and Security Agreement, which
was executed in 1978.  That debt includes principal of $7.9
million and interst of $23,240, flat charges of $4,867 and other
fees.  The debt is secured by the Debtor's cash and inventory.

The Debtor is also seeking authority to use Ford Credit's cash
collateral.

Judge Walrath's order said the Debtor may not borrow more than
$1 million per week before the DIP Order becomes final.

The DIP Order requires a carveout from Ford Credit's lien for the
payment of U.S. Trustee fees and professional fees.

The Interim Order will expire April 23.  A final hearing on the
DIP facility has not been scheduled.

Judge Venters will also have to deal with the Debtor's request for
an extension of its deadline to file schedules of assets and
liabilities and statement of financial affairs, and another
request to hire Donlin Recano & Company Inc. as claims and notice
agent.  Prior to the Petition Date, the Debtor provided DRC
$15,000 as retainer.

F.R.B.P. Rules 1007(b) and (c) require a chapter 11 debtor to file
its Schedules and Statements with, or within 15 days after filing
its voluntary petition.  Delaware Local Rule 1007-1(b)
automatically extends this 15-day deadline for an additional 15
days if a debtor has more than 200 creditors and if the petition
is accompanied by a list of all creditors and their addresses.
Bankruptcy Rule 1007(c) provides a bankruptcy court with the
ability to extend a debtor's time to file its schedules and
statements "for cause."

Blue Springs Ford now wants the deadline extended to 45 days after
the Petition Date.  Blue Springs Ford said completing the
Schedules and Statements requires the Debtor to collect, review
and assemble a substantial amount of information.  The magnitude
of the task, when taken together with the considerable stresses of
preparing for the filing of the Chapter 11 Case, the anticipated
burdens of preparing the Debtor's transition into chapter 11, and
the pre-existing, ongoing responsibilities of operating the
Debtor's business day-to-day, requires an extension of the
deadline,

Blue Springs Ford -- http://www.bluespringsford.com/-- is a Ford
dealer, serving Blue Springs in Missouri.

A jury verdict assessing actual damages of $171,500 and punitive
damages in the amount of $1.75 million (54 times the actual
damages) prompted the Chapter 11 filing.  The judgment was on
account of a suit filed by the von Davids in Circuit Court of
Jackson County, Missouri, under a variety of legal claims,
including, but not limited to, the Debtor's alleged failure to
adequately disclose a full detailed vehicle history report in
connection with a sale of a used Ford.

Christopher A. Ward, Esq., at Polsinelli Shughart PC, in
Wilmington, Delaware, serves as the Debtor's bankruptcy counsel.
Donlin Recano is the claims and notice agent.


BNC FRANCES VILLAS: Files for Chapter 11 to Stop Sale
-----------------------------------------------------
BNC Frances Villas, L.P., filed a bare-bones Chapter 11 petition
(Barnk. N.D. Tex. Case No. 12-32154) in its home-town in Dallas on
April 2, 2012.

The Debtor has filed an application to employ Eric A. Liepins,
P.C., in Dallas, as counsel.

BNC owns and operates the Frances Way Villas Apartments in
Richardson, Texas.  BNC, a Single Asset Real Estate as defined in
11 U.S.C. Sec. 101 (51B), estimated assets of up to $50 million
and debts of up to $10 million.

A notice of substitute trustee's sale posted March 6, 2012 in
http://www.dallascounty.org/says that BNC Frances has defaulted
on the payment of a secured promissory note with principal amount
of $7.5 million.  The lender, JPMCC 2007-CIBC19 Frances Way, LLC,
as successor to CIBC Inc., instructed an April 3, 2012 auction of
the Debtor's property, which comprises apartment units on 13.589-
acres of land.


BNC FRANCES: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: BNC Frances Villas, L.P.
          dba Frances Way Villas Apartments
        13151 Emily Road, Suite 250
        Dallas, TX 75240

Bankruptcy Case No.: 12-32154

Chapter 11 Petition Date: April 2, 2012

Court: U.S. Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtor's Counsel: Eric A. Liepins, Esq.
                  ERIC A. LIEPINS, P.C.
                  12770 Coit Road, Suite 1100
                  Dallas, TX 75251
                  Tel: (972) 991-5591
                  E-mail: eric@ealpc.com

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

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

The petition was signed by Barry S. Nussbaum, manager of general
partner.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Barry S. Nussbaum Co.              --                     $489,936
13151 Emily Road, Suite 250
Dallas, TX 75240

Dallas Bayou Bend, LTD.            --                      $92,889
13151 Emily Road
Dallas, TX 75240

Kuhn & Koviak, Inc.                --                      $31,357
7676 Hazard Center Drive, #700
San Diego, CA 92108-4343

Bennett, Weston LaJone & Turner,   --                       $8,440
P.C.

A&B Cleaning Services              --                       $3,714

Procopio Cory Hargreaves & Savit   --                       $2,990

Dallas CMO                         --                       $1,605

Findit Apartment Locators          --                       $1,599

Cornerstone Carpet Care            --                       $1,338

Best Quality Services              --                       $1,093

Crime Strikes                      --                         $942

First Choice Staffing              --                         $803

AT&T                               --                         $750

Rentmoney Texas II, LLC            --                         $697

APT Association of Dallas          --                         $550

AD Beat Inc.                       --                         $540

ADR Cleaning Company               --                         $498

1Source Apartment Locator          --                         $418

Plano Apartment Locator            --                         $407

Keller Williams Realty             --                         $395


BONDS.COM GROUP: Delays 2011 Form 10-K; To Amend 2011 Reports
-------------------------------------------------------------
In connection with the preparation of the annual report on Form
10-K for Bonds.com Group, Inc., for the fiscal year ended Dec. 31,
2011, the Company determined that it needs to amend its quarterly
reports on Form 10-Q for the interim periods ended March 31, June
30, and Sept. 30, 2011, to restate the interim, unaudited
consolidated financial statements included therein, which has
caused a delay in the preparation of the Company's annual report
on Form 10-K.

With respect to the first and second quarters of fiscal 2011, the
Company erroneously accounted for the sale of units comprised of
Series D and D-1 Convertible Preferred Stock and common stock
warrants during those quarters, which caused the beneficial
conversion feature of the Series D Convertible Preferred Stock to
be overstated and the incorrect assignment of a beneficial
conversion feature to the Series D-1 Convertible Preferred Stock.
These errors resulted in an overstatement of the deemed dividends
recorded on the Company's preferred stock and the related expense.

In addition, during the first, second and third fiscal quarters of
2011, the Company erroneously used a volume-weighted average price
methodology for measuring the fair value of our common stock as a
component in certain accounting valuation calculations.  The
Company adopted VWAP as it believed the trading prices of the
Company's common stock on the OTC Bulletin Board were not
indicative of its fair value.  The fair value of the Company's
common stock is a required input, among other things, in the
calculation of the deemed dividend on preferred stock, the gain or
loss on derivative financial instruments and share based
compensation.  The Company has determined that VWAP was not an
acceptable methodology for accounting purposes.  The Company has
obtained an appraisal of the fair value of its common stock, which
is an acceptable methodology.  The appraisal determined that the
fair value of the Company's common stock was lower than the VWAP
fair value.  Accordingly, the result of the incorrect use of the
VWAP methodology was to overstate the fair value of the Company's
common stock and thereby further overstate the deemed dividends on
the Company's preferred stock and related expense, overstate the
losses incurred by the Company on certain derivative financial
instruments and overstate our share based compensation expense.

The Company anticipates that the correction of the errors will
result in (a) a material reduction of the Company's reported net
loss and net loss applicable to common stockholders on its
consolidated statement of operations for the applicable interim
periods, (b) a material reduction of the derivative liabilities
and total liabilities reported on the Company's consolidated
balance sheet as of the end the applicable interim periods, and
(c) a material decrease in the total stockholders' deficit
reported on the Company's consolidated statement of changes in
stockholders' equity for the applicable interim periods.  The
Company does not anticipate that the correction of any of these
errors will result in adjustments to the Company's consolidated
statement of cash flows.  These errors had no impact on any
financial statements prior to those issued for the first quarter
of fiscal 2011.

The Company, in conjunction with its independent registered public
accounting firm, is still in the process of completing a review of
the impact of the aforementioned errors and is unable to provide
reasonable estimates of the impact of the correction of those
errors by reporting period or financial statement line item.

                       About Bonds.com Group

Based in Boca Raton, Florida, Bonds.com Group, Inc. (OTC BB: BDCG)
-- http://www.bonds.com/-- through its subsidiary Bonds.com,
Inc., serves institutional fixed income investors by providing a
comprehensive zero subscription fee online trading platform.  The
Company designed the BondStation and BondStationPro platforms to
provide liquidity and competitive pricing to the fragmented Over-
The-Counter Fixed Income marketplace.

The Company differentiates itself by offering through Bonds.com,
Inc. an inventory of more than 35,000 fixed income securities from
more than 175 competing sources.  Asset classes currently offered
on BondStation and BondStationPro, the Company's fixed income
trading platforms, include municipal bonds, corporate bonds,
agency bonds, certificates of deposit, emerging market debt,
structured products and U.S. Treasuries.

As reported by the TCR on May 9, 2011, Daszkal Bolton LLP, in Boca
Raton, Fla., in its audit reports for the years ended Dec. 31,
2009, and Dec. 31, 2010, expressed substantial doubt about the
Company's ability to continue as a going concern.  The auditors
noted that the Company has sustained recurring losses and has
negative cash flows from operations.

The Company reported a net loss of $12.51 million on $2.71 million
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $4.69 million on $3.90 million of revenue during the prior
year.  The Company also reported a net loss of $12.26 million on
$2.84 million of revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $9.21 million on $2.01 million of
revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $4.10
million in total assets, $15.52 million in total liabilities and a
$11.42 million stockholders' deficit.


BOSTON BIOMEDICAL: Moody's Reviews 'Ba1' Rating for Downgrade
-------------------------------------------------------------
Moody's Investors Service has placed the Ba1 rating of Boston
Biomedical Research Institute's (BBRI or Institute) on review for
possible downgrade. The rating action impacts $13.3 million of
rated debt (Series 1999 bonds). The bonds were issued through the
Massachusetts Development Finance Agency. Moody's expects to
conclude Moody's next review of the rating within 90 days. Moody's
review will focus on projections for updated FY 2012 financials
and financial covenants.

Summary Ratings Rationale

The Institute's Ba1 rating has been placed on review for possible
downgrade based on Moody's expectation of a sizeable operating
deficit for FY 2012 (ending June 30) after a review of interim
financial results as of December 31, 2011 compared to the same
period last year and a notable decline in grant funding, which
will likely lead to a covenant violation. An operating deficit in
FY 2012 would represent the fifth consecutive year the Institute
has had imbalanced operations. The rating action also reflects the
Institute's deteriorating liquidity after multi-year deficits and
investment losses, heavy operating reliance on federal funding,
and, in Moody's opinion, limited flexibility to make material mid-
year operating adjustments when federal funding comes in below
budget. An inability to grow grant revenue and stabilize
operations could pressure the rating further.

Principal Rating Methodology

The Rating was assigned by evaluating factors believed to be
relevant to the credit profile of Boston Biomedical Research
Institute, such as i) the business risk and competitive position
of the issuer versus others within its industry or sector, ii) the
capital structure and financial risk of the issuer, iii) the
projected performance of the issuer over the near to intermediate
term, iv) the issuer's history of achieving consistent operating
performance and meeting budget or financial plan goals, v) the
nature of the dedicated revenue stream pledged to the bonds, vi)
the debt service coverage provided by such revenue stream, vii)
the legal structure that documents the revenue stream and the
source of payment, and viii) and the issuer's management and
governance structure related to payment. These attributes were
compared against other issuers both within and outside of the
Institute's core peer group and the rating is believed to be
comparable to ratings assigned to other issuers of similar credit
risk.


BROADDVIEW NETWORKS: Ernst & Young Raises Going Concern Doubt
-------------------------------------------------------------
Broadview Networks Holdings, Inc., filed on March 30, 2012, its
annual report on Form 10-K for the fiscal year ended Dec. 31,
2011.

Ernst & Young LLP, in New York, N.Y., expressed substantial doubt
about Broadview Networks' ability to continue as a going concern.
The independent auditors noted that the Company has in excess of
$300 million of debt due on or before September 2012.  "In
addition, the Company has incurred net losses and has a net
stockholders' deficiency."

The Company reported a net loss of $11.9 million on $378.2 million
of revenues for 2011, compared with a net loss of $18.8 million on
$407.7 million of revenues for 2010.

The Company's balance sheet at Dec. 31, 2011, showed
$276.7 million in total assets, $386.4 million in total
liabilities, and a stockholders' deficit of $109.7 million.

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

                       http://is.gd/HJ9lKf

Rye Brook, N.Y.-based Broadview Networks Holdings, Inc., is a
communications and IT solutions provider to small and medium sized
business ("SMB") and large business, or enterprise, customers
nationwide, with a historical focus on markets across 10 states
throughout the Northeast and Mid-Atlantic United States, including
the major metropolitan markets of New York, Boston, Philadelphia,
Baltimore and Washington, D.C.


BROADWAY FINANCIAL: Crowe Horwath Raises Going Concern Doubt
------------------------------------------------------------
Broadway Financial Corporation filed on March 30, 2012, its annual
report on Form 10-K for the fiscal year ended Dec. 31, 2011.

Crowe Horwath LLP, in Costa Mesa, California, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has a tax sharing liability to its consolidated subsidiary that
exceeds its available cash.  The liability will be settled
pursuant to the tax sharing agreement on or before April 2, 2012,
at which point the Company will run out of operating cash.  "In
addition, the Company is in default under the terms of a $5
million line of credit with another financial institution lender.
Finally, the Company has sustained recurring operating losses
mainly caused by elevated levels of loan losses, and as discussed
in Note 15, the Company and its Bank subsidiary, Broadway Federal
Bank are both under formal regulatory agreements."

The Company reported a net loss of $9.5 million on $17.1 million
of net interest income (before provision for loan losses) in 2011,
compared with net income of $1.9 million on $20.8 million of net
interest income (before provision for loan losses) in 2010.  Total
non-interest income was $713,000 for 2011, compared with
$2.4 million for 2010.

The Company's balance sheet at Dec. 31, 2011, showed
$418.5 million in total assets, $395.5 million in total
liabilities, and stockholders' equity of $23.0 million.

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

                       http://is.gd/sm6ovq

Los Angeles, Calif.-based Broadway Financial Corporation was
incorporated under Delaware law in 1995 for the purpose of
acquiring and holding all of the outstanding capital stock of
Broadway Federal Savings and Loan Association as part of the
Bank's conversion from a federally chartered mutual savings
association to a federally chartered stock savings bank.  In
connection with the conversion, the Bank's name was changed to
Broadway Federal Bank, f.s.b.  The conversion was completed, and
the Bank became a wholly owned subsidiary of the Company, in
January 1996.

The Company is currently regulated by the Board of Governors of
the Federal Reserve System ("FRB").  The Bank is currently
regulated by the Office of the Comptroller of the Currency ("OCC")
and the Federal Deposit Insurance Corporation ("FDIC").


CAMTECH PRECISION: Ruling on Lender's Unsecured Status Reversed
---------------------------------------------------------------
District Judge Kenneth A. Marra reversed a bankruptcy court ruling
declaring lender Regions Bank an unsecured creditor and directing
the bank to disgorge payments received from Camtech Precision
Manufacturing, Inc.

Chief Bankruptcy Judge Paul G. Hyman had ruled that (1) the UCC
Forms the bank filed did not perfect Regions' asserted security
interest in the assets of Camtech and affiliate Avstar Fuel
Systems, Inc.; and (2) Regions' filing error caused the financing
statements to be seriously misleading and ineffective.  Based on
these conclusions of law, the Bankruptcy Court granted the Motion
for Summary Judgment filed by Camtech's Official Committee of
Unsecured Creditors, which filed the lawsuit challenging the
bank's security interest.

Regions asserts a perfected security interest in substantially all
of the Debtors' personal property in connection with a term loan
and a revolving line of credit, the total amount being $4,153,137.
On June 22, 2010, the Bankruptcy Court issued an Agreed Cash
Collateral Order that authorized the Debtors to pay Regions
$20,910 per month.

The Committee, which was granted standing to prosecute the
lawsuit, filed the Motion for Summary Judgment on Oct. 27, 2010.

In response to the Committee's motion for summary judgment,
Regions attached an affidavit of Steven C. Elkin, the Florida
attorney that prepared and filed the UCC financing statements in
question. The affidavit provided that Mr. Elkin's office confirmed
with both the State of Florida and the State of New York that he
did not need to use a specific form to list additional debtors.

According to Judge Marra, the Bankruptcy Court concluded, as a
matter of law, that the failure to use approved forms and the
failure to list the debtor in the debtor box on the form used
rendered the filing "seriously misleading."  Judge Marra said such
a finding was a question of fact which could not be determined as
a matter of law on this record.  The Bankruptcy Court also
resolved other factual questions in favor of the Committee despite
the lack of any record evidence to support the findings.  The
judge said the Bankruptcy Court erroneously granted summary
judgment despite the existence of genuine questions of material
fact.

A copy of the District Court's March 30, 2012 Opinion and Order is
available at http://is.gd/lD3wy7from Leagle.com.

Regions Bank is represented by George Leo Zinkler, III, Esq., and
Lisa Monica Schiller, Esq. -- gzinkler@rprslaw.com and
lschiller@rprslaw.com -- at Rice Pugatch Robinson & Schiller, P.A.

                    About Camtech Precision

Avstar Fuel Systems, Inc., founded in 2007, designs, manufactures
and overhauls carburetors and fuel injection systems for the
aviation industry.  Avstar is the holder of Federal Aviation
Administration Parts Manufacturer Approvals for general aviation
fuel systems.  Avstar generates sales primarily from new product
sales and overhauls of carburetors and servos for the general
aviation industry.

Jupiter, Florida-based Camtech Precision Manufacturing, Inc.,
Avstar and R & J National Enterprises, Inc., filed for Chapter 11
bankruptcy protection (Bankr. S.D. Fla. Case Nos. 10-22760, 10-
22762 and 10-22762) on May 10, 2010.  Bradley S. Shraiberg, Esq.,
at Shraiberg, Ferrara & Landau, P.A., in Boca Raton, Florida,
serves as counsel to the Debtors.  Carlos E. Sardi, Esq., and
Glenn D. Moses, Esq., at Genovese Joblove Battista P.A., in Miami,
Florida, represent the Official Committee of Unsecured Creditors.

In its schedules, Camtech disclosed assets of $10,977,673 and
debts of $14,625,066.


CANOPY FINANCIAL: Suits v. Jewellers Will Have Jury Trial
---------------------------------------------------------
District Judge Matthew F. Kennelly denied the request of Gus
Paloian, the Chapter 7 Trustee for Canopy Financial, Inc., to
strike the jury demands that jewelry companies Geneva Seal, Inc.
and Lester Lampert, Inc. have asserted in an adversary proceedings
that Mr. Paloian initiated against each of them.  The District
Court will hold a status hearing today, April 5, 2012, at 9:30
a.m. to set a schedule for further proceedings

The Chapter 7 Trustee sued Geneva Seal and Lester Lampert over
transactions with Canopy's former directors.  In the years before
the petition, two of Canopy's directors, Jeremy Blackburn and
Anthony Banas, caused tens of millions of dollars to be
fraudulently transferred from Canopy to themselves and third
parties, including defendants and other retailers, to purchase
large amounts of luxury goods and services.  By the time the other
board members discovered this conduct, Messrs. Blackburn and Banas
had transferred most of Canopy's funds, leaving it unable to repay
the debts they had incurred on its behalf.  The two later pled
guilty to wire fraud.

On March 26, 2010, Mr. Paloian filed a complaint against Messrs.
Blackburn and Banas in bankruptcy court. The bankruptcy court
later entered final judgments in favor of Mr. Paloian and against
Messrs. Blackburn and Banas, finding each liable for nearly $100
million.

On Oct. 11, 2011, Mr. Paloian filed complaints against both
defendants in bankruptcy court.  Mr. Paloian asserts that in the
summer of 2009, Messrs. Blackburn and/or Banas used Canopy funds
to purchase $100,000 worth of jewelry from Lester Lampert and
$232,175 worth of jewelry from Geneva Seal.  Mr. Paloian contends
that because Canopy's money was used without authorization to
purchase property that Canopy never received, and because Canopy
was actually insolvent on the date of the transfer, the transfers
are fraudulent and Canopy's estate is entitled to a return of the
transferred funds.

The lawsuits againt the jewelry companies were transferred to the
District Court after each defendant stated that it did not consent
to a jury trial in the bankruptcy court.

The cases before the District Court are Gus Paloian, as Chapter 7
Trustee, v. Geneva Seal, Inc.; and Gus Paloian, as Chapter 7
Trustee, v. Lester Lampert, Inc., Case Nos. 12 C 145, 12 C 147
(N.D. Ill.).  A copy of the District Court's April 2, 2012
Memorandum Opinion and Order is available at http://is.gd/Pr62qM
from Leagle.com.

                        About Canopy Financial

Canopy, based in Chicago, provided financial processing services
for the health-care industry.  Canopy filed for Chapter 11
bankruptcy after discovering financial and accounting
irregularities.  Canopy Financial sought Chapter 11 bankruptcy
protection (Bankr. N.D. Ill. Case No. 09-44943) on Nov. 25, 2009.
The petition says assets are less than $10 million while debt
exceeds $50 million.  At the end of the year, the Court ordered
the conversion of the case to a Chapter 7 liquidation.  Gus
Paloian was appointed as Chapter 7 trustee.


CDC CORP: Discontinues Sale of Commons Shares
---------------------------------------------
BankruptcyData.com reports that CDC Corp., in documents filed with
the SEC, states, "In considering its cash needs until the
anticipated closing date of the Sale, the Company entered into
preliminary discussions with several parties to raise capital
through the sale of a portion of approximately 3.78 million common
shares of the Company that are held in treasury.  Subsequently,
the Company determined that it believes it has sufficient
liquidity to meet its obligations through the anticipated closing
date set forth above and, as a result, is no longer currently
considering the sale of common shares of the Company with any
parties."

                         About CDC Corp.

Based in Atlanta, CDC Corp. (Nasdaq: CHINA) --
http://www.cdccorporation.net/-- is the parent company of CDC
Software (Nasdaq: CDCS).  CDC Software is based dually in
Shanghai, China, and Atlanta and produces enterprise software
applications, IT consulting services, outsourced applications
development and IT staffing.  The company's owners include Asia
Pacific Online Ltd., Xinhua News Agency and Evolution Capital
Management.

CDC Corporation, doing business as Chinadotcom, filed a Chapter
11 petition (Bankr. N.D. Ga. Case No. 11-79079) on Oct. 4, 2011.
James C. Cifelli, Esq., at Lamberth, Cifelli, Stokes & Stout, PA,
in Atlanta, Georgia, serves as counsel.  Moelis & Company LLC
serves as its financial advisor and investment banker.  Marcus A.
Watson at Finley Colmer and Company serves as chief restructuring
officer.  The Debtor estimated assets and debts at $100 million
to $500 million as of the Chapter 11 filing.

The Official Committee of Equity Security Holders of CDC
Corporation is represented by Troutman Sanders.  The Committee
tapped Morgan Joseph TriArtisan LLC as its financial advisor.


CEDARTOWN NORTH PARTNERSHIP: Files for Chapter 11 in Rome, Georgia
------------------------------------------------------------------
Cedartown, Georgia-based Cedartown North Partnership LLC filed a
bare-bones Chapter 11 petition (Bankr. N.D. Ga. Case No. 12-41031)
in Rome, Georgia on April 2, 2012.

The Debtor estimated assets of $10 million to $50 million and
debts of up to $10 million.

The city of Cedartown has an unliquidated claim for property taxes
aggregating $200,000, according to the list of unsecured
creditors.

According to the docket, the schedules of assets and liabilities,
statement of financial affairs, and other incomplete filings are
due April 16, 2012.

The Chapter 11 plan and disclosure statement are due July 31,
2012.

Paul Reece Marr, Esq., at Paul Reece Marr, P.C., serves as counsel
to the Debtor.


CEDARTOWN NORTH PARTNERSHIP: Case Summary & Unsecured Creditors
---------------------------------------------------------------
Debtor: Cedartown North Partnership, LLC
        330 West Avenue, Suite 101
        Cedartown, GA 30125

Bankruptcy Case No.: 12-41031

Chapter 11 Petition Date: April 2, 2012

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

Debtor's Counsel: Paul Reece Marr, Esq.
                  PAUL REECE MARR, P.C.
                  300 Galleria Parkway, N.W., Suite 960
                  Atlanta, GA 30339
                  Tel: (770) 984-2255
                  Fax: (770) 984-0044
                  E-mail: pmarr@mindspring.com

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

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

The petition was signed by E. Byron Slaughter, manager.

Debtor's List of Its Two Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
City of Cedartown                  Property Taxes         $200,000
P.O. Box 65
Cedartown, GA 30125-0065

E. Byron Slaughter                 Shareholder Loans       $40,500
330 West Avenue, Suite 101
Cedartown, GA 30125


CENGAGE LEARNING: Moody's Changes Rating Outlook to Negative
------------------------------------------------------------
Moody's Investors Service changed Cengage Learning Acquisitions,
Inc.'s rating outlook to negative from stable and is maintaining
the company's B3 Corporate Family Rating (CFR) and B3 Probability
of Default Rating (PDR). The shift to a negative rating outlook
reflects that the likely pricing of Cengage's proposed senior
secured notes is higher than the company originally anticipated.
As a result, Moody's believes the increase in cash interest
expense resulting from the proposed bond offering and credit
facility amend and extend (A&E) transaction will be higher than
previously anticipated. This will reduce the company's level of
free cash flow and flexibility to address the refinancing risk
associated with its remaining maturities of $2.1 billion in 2014
and $1.5 billion in 2015. The negative rating outlook also
reflects the risk that, as part of its strategy to address its
2014/2015 maturities, Cengage may consider completing discounted
debt repurchases that Moody's could view as a distressed exchange.

Outlook Actions:

  Issuer: Cengage Learning Acquisitions, Inc.

    Outlook, Changed To Negative From Stable

Cengage's CFR remains B3 because the company's leverage position
is not changing meaningfully as a result of the transactions and
it is still expected to generate positive free cash flow. The B2
rating on Cengage's proposed senior secured first lien notes, B2
rating on the company's senior secured credit facility, Caa2
ratings on the company's senior unsecured and senior subordinate
notes, and its SGL-3 speculative-grade liquidity rating are not
affected.

Cengage also announced preliminary third quarter results including
an approximate 5.0% -- 6.5% increase in revenue (1.9% - 3.4%
increase excluding the incremental revenue from the August 2011
National Geographic School Publishing acquisition) and a $17.7
million - $22.7 million reduction in adjusted EBITDA (based on the
company's calculation). The results are in line with Moody's
expectations and in part reflect the previously discussed absence
of a reversal of bonus accruals that benefited reported earnings
in the second half of FY 2011. The organic revenue increase is
favorable as Moody's estimates it is the first revenue gain since
the September 2010 quarter (adjusting for acquisitions, foreign
exchange and certain shifts in order timing) and continues the
improvement in revenue performance over the last few quarters.
Moody's continues to expect low single digit EBITDA growth in FY
2013.

Rating Rationale

Cengage's B3 CFR reflects its good market position and broad range
of product offerings in higher education publishing, mitigated by
the very high debt-to-EBITDA leverage (8.4x LTM 12/31/11
incorporating Moody's standard adjustments and cash pre-
publication costs as an expense) that remains following the July
2007 leveraged buy-out and significant refinancing risk. Moody's
believes Cengage has moderate growth prospects over the
intermediate term and that its product offerings and planned
investments reasonably position the company to transition its
revenue as higher education publishing evolves to digital from
print formats. The company nevertheless faces several near-term
operating headwinds from continued inroads of rental models in the
used book market and ongoing pressure in for-profit school
channels. Moody's expects seasonal borrowings and a decline in
EBITDA (related to the absence of the bonus accrual reversal that
benefited reported earnings in the second half of FY 2011) will
result in debt-to-EBITDA leverage rising to approximately 9x at
the end of FY 2012. Moody's projects low single digit EBITDA
growth in FY 2013 will reduce leverage to a mid 8x range. Moody's
believes Cengage's prospects for refinancing its still sizable
2014 and 2015 maturities are reasonable but not assured. The CFR
is weakly positioned within the B3 rating category due to the high
leverage, modest free cash flow generation and refinancing risk.
The ratings are highly sensitive to credit market conditions and
the expected cost of refinancing actions.

Cengage's SGL-3 speculative-grade liquidity rating reflects
adequate liquidity over the next 12-15 months based on expected
reliance on the revolver to fund projected cash needs related to
its highly seasonal operations, AHYDO note redemptions, required
term loan amortization and refinancing costs. Moody's projects
Cengage will generate positive free cash flow, that its $525
million revolver (stepping down to $300 million in July 2013) will
be sufficient to fund Cengage's cash needs and that the EBITDA
cushion within covenants will remain sizable.

The principal methodology used in rating Cengage was the Global
Publishing 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.

Cengage, headquartered in Stamford, CT, is a provider of learning
solutions to colleges, universities, professors, students,
libraries, reference centers, government agencies, corporations
and professionals. Cengage publishes college textbooks and
reference materials, and supplements its print publications with
digital solutions. The company was acquired by funds managed by
Apax Partners and OMERS Capital Partners in a $7.3 billion
leveraged buy-out from Thomson Reuters Corporation in July 2007.
Estimated revenue for the LTM ended March 31, 2012 is
approximately $1.96 billion.


CENTRAL ENERGY: Burton McCumber Raises Going Concern Doubt
----------------------------------------------------------
Central Energy Partners LP filed on March 30, 2012, its annual
report on Form 10-K for the fiscal year ended Dec. 31, 2011.

Burton McCumber & Cortez, L.L.P., in Brownsville, Texas, expressed
substantial doubt about Central Energy's ability to continue as a
going concern.  The independent auditors noted that the Company
has insufficient cash flow to pay its current debt obligations and
contingencies as they become due.

The Company reported a net loss of $1.4 million on $6.8 million of
revenues for 2011, compared with net income of $1.1 million on
$6.3 million of revenues for 2010.

The Company's balance sheet at Dec. 31, 2011, showed $9.3 million
in total assets, $7.0 in total liabilities, $1.4 million in
deferred income taxes, and partners' capital of $921,000.

Bankruptcy Warning

"Substantially all of the Partnership's assets are pledged or
committed to be pledged as collateral on the RZB Note, and
therefore, the Partnership is unable to obtain additional
financing collateralized by those assets.  While the Partnership
believes that Regional [Regional Enterprises, Inc.] has sufficient
working capital for 2012 operations, the amount which can be
provided to the Partnership, if any, to fund general overhead is
limited.  Should the Partnership need additional capital in excess
of cash generated from operations to make the RZB Note payments,
for payment of the contingent liabilities, for expansion, capital
improvements to existing assets, for working capital or otherwise,
its ability to raise capital would be hindered by the existing
pledge.  In addition, the Partnership has obligations under
existing registrations rights agreements.  These rights may be a
deterrent to any future equity financings.  If additional amounts
cannot be raised and cash flow is inadequate, the Partnership
would be required to seek other alternatives which could include
the sale of assets, closure of operations and/or protection under
the U.S. bankruptcy laws."

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

                       http://is.gd/J5QIT8

Dallas, Tex.-based Central Energy Partners LP is a publicly-traded
Delaware limited partnership.  It currently provides liquid bulk
storage, trans-loading and transportation services for hazardous
chemicals and petroleum products through its wholly-owned
subsidiary, Regional Enterprises, Inc. ("Regional").


CHAPS HOSPITALITY: Case Summary & 13 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Chaps Hospitality, LLC
          dba Holiday Inn Express Hotel & Suites - Brooksville
        30455 Cortez Boulevard
        Brooksville, FL 34602

Bankruptcy Case No.: 12-05072

Chapter 11 Petition Date: April 2, 2012

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

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

Scheduled Assets: $3,073,669

Scheduled Liabilities: $7,314,516

The Company's list of its 13 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/flmb12-05072.pdf

The petition was signed by Kuchakulla N. Reddy, managing member.

Affiliates that filed separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Express Shop V, Inc.                  11-15974            10/21/11
Laan Hospitalities, LLC               12-00252            01/17/12
US Hwy 19 Land Trust No. 99           12-01855            02/10/12
VLG Hospitality, LLC                  12-01689            02/07/12


CHESTER EQUITIES: Case Summary & 4 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Chester Equities, LLC
        16661 Ventura Boulevard, Suite 600
        Encino, CA 91436

Bankruptcy Case No.: 12-13071

Chapter 11 Petition Date: April 1, 2012

Court: U.S. Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Alan M. Ahart

Debtor's Counsel: Edmond Nassirzadeh, Esq.
                  NASS LAW FIRM
                  9454 Wilshire Boulevard, Suite 700
                  Bevery Hills, CA 90212
                  Tel: (310) 858-7755
                  Fax: (310) 858-2255
                  E-mail: ed@nasslawfirm.com

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

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

The Company's list of its four largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/cacb12-13071.pdf

The petition was signed by M. Aaron Yashouafar as GP of S&M
Yashoua Investment.


CHEYENNE HOTELS: Court Sets April 20 as General Claims Bar Date
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado has
established April 20, 2012, as the deadline for any individual or
entity to file proofs of claim against Cheyenne Hotels, LLC.  The
Court also ordered that governmental proofs of claim are due Aug.
28.

                       About Cheyenne Hotels

Cheyenne Hotels LLC, which owns and operates the Hampton Inn &
Suites in Colorado Springs, Colorado, filed for Chapter 11
bankruptcy (Bankr. D. Colo. Case No. 11-37518) on Nov. 25, 2011.
Judge A. Bruce Campbell presides over the case, taking over from
Judge Michael E. Romero.  Thomas F. Quinn, Esq., at Thomas F.
Quinn PC, serves as the Debtor's counsel.

Cheyenne Hotels LLC estimated $10 million to $50 million in both
assets and debts.  The petition was signed by Tanveer Khan,
manager.

Affiliate Cheyenne Hotel Investments LLC filed for Chapter 11
bankruptcy protection (Bankr. D. Colo. Case No. 11-25379) on
June 28, 2011, disclosing assets of $12,912,702 and liabilities of
$8,074,325 as of the Petition Date.  Thomas F. Quinn, Esq., also
represents the Debtor as counsel.

No committee of creditors or equity security holders has been
appointed in the Debtors' case.


CHEYENNE HOTELS: Gallego & Assoc. Wants Executory Contract Assumed
------------------------------------------------------------------
Gallego & Associates Commercial Real Estate, Inc., through its
counsel, Mark D. Francis, asks the U.S. Bankruptcy Court for the
District of Colorado to compel Cheyenne Hotels, LLC, to:

   -- file a motion authorizing the estate to assume an existing
but previously undisclosed executory contract;

   -- timely provide current and accurate operating information to
Gallegos; and

   -- otherwise cooperate with Gallegos as required under the
terms of the agreement including the continued provision of
current operating data.

Prepetition, the Debtor entered into a binding representation
agreement with Gallegos for the marketing of the real property now
in the estate -- a 104 room hotel in Colorado Springs, Colorado
known as Homewood Suites by Hilton.

                       About Cheyenne Hotels

Cheyenne Hotels LLC, which owns and operates the Hampton Inn &
Suites in Colorado Springs, Colorado, filed for Chapter 11
bankruptcy (Bankr. D. Colo. Case No. 11-37518) on Nov. 25, 2011.
Judge A. Bruce Campbell presides over the case, taking over from
Judge Michael E. Romero.  Thomas F. Quinn, Esq., at Thomas F.
Quinn PC, serves as the Debtor's counsel.

Cheyenne Hotels LLC estimated $10 million to $50 million in both
assets and debts.  The petition was signed by Tanveer Khan,
manager.

Affiliate Cheyenne Hotel Investments LLC filed for Chapter 11
bankruptcy protection (Bankr. D. Colo. Case No. 11-25379) on
June 28, 2011, disclosing assets of $12,912,702 and liabilities of
$8,074,325 as of the Petition Date.  Thomas F. Quinn, Esq., also
represents the Debtor as counsel.

No committee of creditors or equity security holders has been
appointed in the Debtors' case.


CHEYENNE HOTELS: Gets Final OK to Hire Henslee Halle as Accountant
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado authorized,
on a final basis, Cheyenne Hotels, LLC, to employ Henslee, Halle
and Associates, P.C., upon a general retainer.

Henslee Halle is expected to assist as its tax advisor and
accountants.  Specifically, Henslee Halle will, among other
things:

   a) process and record financial transactions on an as needed
      basis;

   b) perform monthly reconciliations of bank accounts and other
      subsidiary ledgers to the general ledger; and

   c) prepare general ledger and trial balance monthly or as
      otherwise requested.

                    About Cheyenne Hotels LLC

Cheyenne Hotels LLC, which owns and operates the Hampton Inn &
Suites in Colorado Springs, Colorado, filed for Chapter 11
bankruptcy (Bankr. D. Colo. Case No. 11-37518) on Nov. 25, 2011.
Judge A. Bruce Campbell presides over the case, taking over from
Judge Michael E. Romero.  Thomas F. Quinn, Esq., at Thomas F.
Quinn PC, serves as the Debtor's counsel.

Cheyenne Hotels LLC estimated $10 million to $50 million in both
assets and debts.  The petition was signed by Tanveer Khan,
manager.

Affiliate Cheyenne Hotel Investments LLC filed for Chapter 11
bankruptcy protection (Bankr. D. Colo. Case No. 11-25379) on
June 28, 2011, disclosing assets of $12,912,702 and liabilities of
$8,074,325 as of the Petition Date.  Thomas F. Quinn, Esq., also
represents the Debtor as counsel.

No committee of creditors or equity security holders has been
appointed in the Debtors' case.


CHINA FRUITS: Lake & Associates Raises Going Concern Doubt
----------------------------------------------------------
China Fruits Corp. filed on March 30, 2012, its annual report on
Form 10-K for the fiscal year ended Dec. 31, 2011.

Lake & Associates CPA's LLC, in Schaumburg, Ill., expressed
substantial doubt about China Fruits' ability to continue as a
going concern.  The independent auditors noted that the Company
has suffered accumulated deficit and negative cash flow from
operations.

The Company reported a net loss of $376,002 on $3.5 million of
revenues for 2011, compared with a net loss of $347,241 on
$1.8 million of revenues for 2010.

The Company's balance sheet at Dec. 31, 2011, showed $6.0 million
in total assets, $3.7 million in total liabilities, and
stockholders' equity of $2.3 million.

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

                       http://is.gd/6QnOKh

Located in Nan Feng County, Jiang Xi Province, China, China Fruits
Corp. is principally engaged in manufacturing, trading and
distributing fresh tangerine and other fresh fruits in the PRC.


CHINA TEL GROUP: To Offer 28.5 Million Shares to Contractors
------------------------------------------------------------
Velatel Global Communications, Inc., formerly known as China Tel
Group, Inc., filed with the U.S. Securities and Exchange
Commission a Form S-8 registering 28,564,626 shares of common
stock issuable to Alvarez Jr, Mario, Alvarez, Nathan, Di Gianvito
Butler, Domenico, et al., pursuant to their respective Independent
Contractor Agreements with the Company.  The proposed maximum
aggregate offering price is $848,369.

A copy of the prospectus is available for free at:

                        http://is.gd/sGGlVV

A list of the Independent Contractors is available for free at:

                       http://is.gd/vwnUFw

                          About China Tel

Based in San Diego, California, and Shenzhen, China, China Tel
Group, Inc. (OTC BB: CHTL) -- http://www.ChinaTelGroup.com/--
provides high speed wireless broadband and telecommunications
infrastructure engineering and construction services.  Through its
controlled subsidiaries, the Company provides fixed telephony,
conventional long distance, high-speed wireless broadband and
telecommunications infrastructure engineering and construction
services.  ChinaTel is presently building, operating and deploying
networks in Asia and South America: a 3.5GHz wireless broadband
system in 29 cities across the People's Republic of China with and
for CECT-Chinacomm Communications Co., Ltd., a PRC company that
holds a license to build the high speed wireless broadband system;
and a 2.5GHz wireless broadband system in cities across Peru with
and for Perusat, S.A., a Peruvian company that holds a license to
build high speed wireless broadband systems.

Since the Company's inception until June 30, 2011, it has incurred
accumulated losses of approximately $242.36 million.  The Company
expects to continue to incur net losses for the foreseeable
future.

The Company's independent accountants have expressed substantial
doubt about the Company's ability to continue as a going concern
in their audit report, dated April 15, 2011, for the period ended
Dec. 31, 2010.  As reported by the TCR on April 21, 2011, Mendoza
Berger & Company, LLP, in Irvine, California, expressed
substantial doubt about the Company's ability to continue as a
going concern, following the 2010 financial results.

The Company reported a net loss of $66.6 million in 2010,
following a net loss of $56.0 million in 2009.  The Company
reported a net loss of $18.0 million on $488,000 of revenue for
the nine months ended Sept. 30, 2011, compared with a net loss of
$38.2 million on $730,000 of revenue for the same period a year
ago.

The Company's balance sheet at Sept. 30, 2011, showed $11.57
million in total assets, $22.22 million in total liabilities and a
$10.64 million total stockholders' deficit.


CHUKCHANSI ECONOMIC: Moody's Views Debt Restructuring as Default
----------------------------------------------------------------
Moody's Investors Service stated that Chukchansi Economic
Development Authority's (Ca/negative) recently implemented debt
restructuring plan will be viewed as a distressed exchange upon
closing. Given Moody's view that Chukchansi's existing capital
structure is unsustainable, Moody's will consider the debt
restructuring to be a limited default upon closing and will append
an /LD to the Probability of Default Rating.

The Chukchansi Economic Development Authority was formed in June
2001 as a wholly owned enterprise of the Picayune Rancheria of
Chukchansi Indians (the "Tribe"), a federally-recognized Indian
tribe. Chukchansi has operated since June 2003 the Chukchansi Gold
Resort & Casino, a facility located 35 miles north of Fresno,
California. The facility features a 404-room hotel, 2,000 class
III slot machines, approximately 42 class III table games, and
seven restaurants.


CITY NATIONAL: Delays Form 10-K for 2011
----------------------------------------
City National Bancshares Corporation was unable to file its annual
report on Form 10-K for the year ended Dec. 31, 2011, with the
U.S. Securities and Exchange Commission by the March 30, 2012, due
date without unreasonable effort or expense.  The Company was not
able to file a timely Form 10-K because the Company and its
auditor are assessing the impact that certain internal control
matters have on the financial statements and related disclosures.
The internal control matters that were identified during the
course of the audit were in the allowance for loan losses and
financial reporting processes.  The Company currently anticipates
filing its Form 10-k for the year ended Dec. 31, 2011, with the
SEC on or before the 15th calendar day following the prescribed
due date.

                  About City National Bancshares

Newark, New Jersey-based City National Bancshares Corporation is a
New Jersey corporation incorporated on Jan. 10, 1983.  City
National Bank, a wholly-owned subsidiary of CNBC, is a national
banking association chartered in 1973 under the laws of the United
States of America and has one subsidiary, City National
Investments, Inc., an investment company which holds, maintains
and manages investment assets for CNB.  CNB provides a wide range
of retail and commercial banking services through its retail
branch network, although the primary focus is on establishing
commercial and municipal relationships.

For the nine months ended Sept. 30, 2011, the Company has reported
a net loss of $4.0 million on $8.0 of net interest income,
compared with a net loss of $3.2 million on $9.9 million of net
interest income for the same period last year.

The Company's balance sheet at Sept. 30, 2011, showed
$349.2 million in total assets, $328.2 million in total
liabilities, and stockholders' equity of $20.9 million.

As reported in the Troubled Company Reporter on June 1, 2011, KPMG
LLP, in Short Hills, New Jersey, expressed substantial doubt about
City National Bancshares' 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 and has entered into a
consent order with the Office of the Comptroller of the Currency.


CLEAR CHANNEL: Bank Debt Trades at 19% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Clear Channel
Communications, Inc., is a borrower traded in the secondary market
at 81.08 cents-on-the-dollar during the week ended Friday, March
30, 2012, an increase of 0.37 percentage points from the previous
week according to data compiled by Loan Pricing Corp. and reported
in The Wall Street Journal.  The Company pays 365 basis points
above LIBOR to borrow under the facility.  The bank loan matures
on Jan. 30, 2016, and carries Moody's Caa1 rating and Standard &
Poor's CCC+ rating.  The loan is one of the biggest gainers and
losers among 177 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

                      About Clear Channel

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

Clear Channel reported a net loss of $302.09 million on $6.16
billion of revenue in 2011, compared with a net loss of $479.08
million on $5.86 billion of revenue in 2010.  The Company had a
net loss of $4.03 billion on $5.55 billion of revenue in 2009.
The Company's balance sheet at Dec. 31, 2011, showed $16.54
billion in total assets, $24.01 billion in total liabilities and a
$7.47 billion total member's deficit.

                           *     *     *

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

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


COMMUNITY FIRST: Crowe Horwath Raises Going Concern Doubt
---------------------------------------------------------
Community First, Inc., filed on March 30, 2012, its annual report
on Form 10-K for the fiscal year ended Dec. 31, 2011.

Crowe Horwath LLP, in Brentwood, Tennessee, expressed substantial
doubt about Community First's ability to continue as a going
concern.  The independent auditors noted that the the Company's
bank subsidiary, Community First Bank & Trust, is not in
compliance with a regulatory enforcement action issued by its
primary federal regulator requiring, among other things, a minimum
Tier 1 Leverage capital ratio at the Bank of not less than 8.5%, a
minimum Tier 1 capital to risk-weighted assets ratio of not less
than 10.0% and a minimum Total capital to risk-weighted assets
ratio of not less than 12.0%.  "The Bank's Tier 1 Leverage capital
ratio was 4.92%, its Tier 1 capital to risk-weighted assets ratio
was 7.22% and its Total-capital to risk weighted assets ratio was
8.51% at Dec. 31, 2011.  Continued failure to comply with the
regulatory enforcement action may result in additional adverse
regulatory action."

The Company reported a net loss of $15.0 million on $19.6 million
of net interest income (before provision for loan losses) in 2011,
compared with a net loss of  $18.2 million on $21.0 million of net
interest income (before provision for loan losses) in 2010.  Total
non-interest income was $3.4 million for 2011, compared with
$4.7 million for 2010.

The Company's balance sheet at Dec. 31, 2011, showed
$616.8 million in total assets, $607.2 million in total
liabilities, and stockholders' equity of $9.6 million.

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

                       http://is.gd/5NTQ9q

Columbia, Tennessee-based Community First, Inc., is a registered
bank holding company under the Bank Holding Company Act of 1956,
as amended, and became so upon the acquisition of all the voting
shares of Community First Bank & Trust on Aug. 30, 2002.  An
application for the bank holding company was approved by the
Federal Reserve Bank of Atlanta (the "FRB") on Aug. 6, 2002.  The
Company was incorporated under the laws of the State of Tennessee
as a Tennessee corporation on April 9, 2002.


COMMUNITY MEMORIAL: Closes Hospital After McLaren Deal Fails
------------------------------------------------------------
Rachel Brougham, writing for Northern Michigan Review, reports
that Cheboygan Memorial Hospital wound down its services and
closed its doors on April 2, 2012.

According to the report, late Monday, the proposed sale of the
Cheboygan hospital to Flint-based McLaren Health Care came to a
halt, forcing the entire hospital to close early.

The report relates administrators at Cheboygan Memorial said the
problem surrounding the sale is with recertification requirements
and licensure of its emergency services and outpatient surgery
area.  The Center for Medical Services is unwilling to grant a
waiver to allow McLaren Health Care to immediately operate those
areas as planned without additional surveys being completed.

The report notes, since the deal fell through, the closure was
necessary since Cheboygan Memorial was only budgeted to remain
open through April 2 as part of the agreement in bankruptcy court.

According to the report, the closure includes the Cheboygan
Memorial Health Center, the Women's and Children's Health Services
and the Indian River Medical Center.

Responding to the closure, Otsego Memorial Hospital Foundation and
Marketing Director Christie Perdue said her hospital "stands ready
to receive patients as needed from Cheboygan Memorial Hospital and
redirected patients from their emergency department," according to
the report.

                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 WEST BANCSHARES: Posts $10.5-Mil. Net Loss in 2011
------------------------------------------------------------
Community West Bancshares filed on March 30, 2012, its annual
report on Form 10-K for the fiscal year ended Dec. 31, 2011.

The Company reported a net loss of $10.5 million on $28.3 million
of net interest income (before provision for loan losses) in 2011,
compared with net income of $2.1 million on $29.3 million of net
interest income (before provision for loan losses) in 2010.  Total
noninterest income was $3.1 million for 2011, compared with
$4.0 million for 2010.

The Company's balance sheet at Dec. 31, 2011, showed
$633.3 million in total assets, $582.7 in total liabilities, and
stockholders' equity of $50.6 million

On Jan. 26, 2012, the Board of Directors of the Bank signed a
Consent Agreement with the Office of the Comptroller of the
Currency (OCC), its primary regulator.  The Agreement includes,
among other items, the following requirements:

  -- Achieving and maintaining a Tier 1 Leverage Capital ratio of
     9.00% and Total Risk-Based Capital ratio of 12.00%; such
     ratios are 8.26% and 11.80%, respectively, at Dec. 31, 2011.

  -- Writing a 3-year strategic plan, which would incorporate the
     capital component;

  -- Continue to improve on the Bank's credit quality and
     administration thereof, including the monitoring of problem
     assets and the allowance for loan losses;

  -- Continue to adhere to and implement the Bank's liquidity risk
     management program.

Failure to comply with the provisions of the Agreement may subject
the Bank to further regulatory action including but not limited
to, being deemed undercapitalized for purposes of the Agreement.

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

                       http://is.gd/xiE96K

Goleta, Calif.-based Community West Bancshares ("CWBC") was
incorporated in the State of California on Nov. 26, 1996, for the
purpose of forming a bank holding company.  On Dec. 31, 1997, CWBC
acquired a 100% interest in Community West Bank, National
Association ("CWB" or "Bank").  Effective that date, shareholders
of CWB became shareholders of CWBC in a one-for-one exchange.  The
acquisition was accounted at historical cost in a manner similar
to pooling-of-interests.

Community West Bancshares is a bank holding company.  CWB is the
sole bank subsidiary of CWBC.  CWBC provides management and
shareholder services to CWB.


CONTRACT RESEARCH: Hires Paul Hastings as Chapter 11 Counsel
------------------------------------------------------------
Contract Research Solutions Inc. seeks Court authority to employ
Paul Hastings LLP as Chapter 11 counsel under a general retainer.

CRS has been a client of Paul Hastings since 2006.  The firm has
rendered services on Cetero's behalf in connection with numerous
matters, including financing transactions, mergers and
acquisitions, and general corporate counseling.  Paul Hastings
assisted and advised Cetero in connection with the preparation
for, and commencement, of the Chapter 11 cases.

Paul Hastings will charge Cetero on an hourly basis at these
rates: $615 to $1,125 per hour for partners and counsel; $345 to
$805 for associates; and $180 to $345 for paraprofessionals.

The firm's professionals who are expected to have primary
responsibility for providing services to Cetero: Christian M.
Auty, Marc J. Carmel, Sung Ho Choi, Luc A. Despins, Louis R.
Hernandez, John D. Kang, Amit Mechta, Catherine P. Patton, William
J. Simpson, and Michelle E. Yetter.

Mr. Carmel, of counsel at Paul Hastings, disclosed that during the
one-year period pre-bankruptcy, the firm received $2,833,359 from
Cetero for services rendered and expenses incurred in representing
the Company.  Mr. Carmel also said the firm received an advance
payment to cover anticipated fees for the period through the
petition date.  He did not disclose the amount.

Mr. Carmel said the firm does not hold any adverse interest to the
estate, and is a disinterested person within the meaning of 11
U.S.C. Sec. 101(14).

                            About Cetero

Contract Research Solutions Inc., doing business as Cetero, a
provider of early-phase clinical research services for
pharmaceutical and biotechnology firms, filed a Chapter 11
petition (Bankr. D. Del. Case No. 12-11004) March 26, 2012.
Cetero's 19 affiliates sought bankruptcy protection (Bankr. D.
Del. Case Nos. 12-11005 to 12-11023).

Cetero plans to sell the business, including their rights to
pursue avoidance actions, to first-lien secured lenders in
exchange for $50 million in debt, absent higher and better offers.
Cetero has filed a motion seeking approval of procedures that will
govern the bidding and auction.  The first-lien lenders have
formed entities that will acquire the business -- CSRI Holdings
LLC, as U.S. Purchaser, and 0935867 B.C. Ltd and 0935870 B.C. Ltd,
as Canadian Purchasers.  Together, they will serve as stalking
horse bidders and have offered to exchange $50 million in secured
debt and assume $30 million in liabilities to buy the assets.
First lien lenders are also providing a $15 million loan to
finance the Chapter 11 effort.  The procedures require that the
bidding protocol be approved by April 12 and an auction be held
between April 30 and May 5.  Competing bids are due three days
prior to the auction date.  The hearing for approval of the sale
must take place prior to May 10.

Assets are $205 million, with debt total $248 million.  There is
$185 million in debt for borrowed money, including $116 million on
a first-lien term loan and revolving credit.  The second-lien loan
is $25 million.  Second-lien lenders have agreed to the sale.

Freeport Financial LLC serves as the sole lead arranger and
bookrunner, and as U.S. administrative agent and collateral agent
under the first lien facility.  Bank of Montreal serves as the
Canadian agent.  Freeport is also the agent under the second lien
facility.

Judge Kevin Gross oversees the case.  Lawyers at Young Conaway
Stargatt & Taylor, LLP, and Paul Hastings LLP serve as the
Debtors' counsel.  Stikeman Elliott LLP serves as Canadian
counsel.  Jefferies & Co. serves as financial advisor and Carl
Marks Advisory Group LLC serves as restructuring advisor.  Epiq
Bankruptcy Solutions serves as claims and notice agent.  The
petitions were signed by Michael T. Murren, CFO.

The first lien lenders and the stalking horse buyers are
represented by Peter Knight, Esq., at Latham & Watkings, LLP; and
Wael Rostom, Esq., at McMillan LLP.


CONTRACT RESEARCH: May Seek Creditor Protection in Canada
---------------------------------------------------------
The U.S. Bankruptcy Court issued an order authorizing Contract
Research Solutions Inc. to act as foreign representative of Cetero
in any judicial or other proceeding in a foreign country,
including in Canada.

CRS is also authorized and has been given the power to act in any
way permitted by the Companies' Creditors Arrangement Act in Cnada
or other applicable foreign law, including seeking recognition by
the Ontario Superior Court of Justice (Commercial List) of the
Chapter 11 cases and certain orders by the U.S. Bankruptcy Court.

The Court order also indicates that the Court requests the aid and
assistance of the Ontario Court to recognize the Chapter 11 case
as a "foreign main proceeding" and CRS as "foreign representative"
pursuant to the CCAA.

The Bankruptcy Court will hold a hearing April 24 on the request
of CRS to engage Stikeman Elliott LLP as their Canadian counsel.

Stikeman has represented Cetero as outside general counsel in
Canada since 2006, and acted in the context of CRS's acquisition
of Allied Research International, which deal closed in March 2007.

Guy P. Martel, Esq., a member at Stikeman, attests that his firm
does not hold any adverse interest to the estate, and is a
disinterested person within the meaning of 11 U.S.C. Sec. 101(14).

Stikeman intends to charge Cetero for its services on an hourly
basis at these rates: C$475 to C$1,000 for partners and counsel;
C$275 to C$700 for associates; C$150 to C$390 for
paraprofessionals.

The professionals expected to work on the Debtor's case and their
hourly rates are:

     John Leopold, Esq.     Partner - Corporate     C$975
                            and Commercial

     Sophie Lamonde, Esq.   Partner - Corporate     C$625
                            and Commercial

     Guy P. Martel, Esq.    Partner - Insolvency    C$625
                            and Restructuring

     Danny Duy Vu, Esq.     Associate - Insolvency  C$410
                            and Restructuring

     Kathryn Esaw, Esq.     Associate - Insolvency  C$410
                            and Restructuring

Mr. Martel disclosed that Stikeman received C$529,335 from Cetero
during the one year period prior to the bankruptcy filing.
Stikeman also received an advanced payment to cover anticipated
fees for the period through the petition date for all professional
services performed and expenses incurred.

                            About Cetero

Contract Research Solutions Inc., doing business as Cetero, a
provider of early-phase clinical research services for
pharmaceutical and biotechnology firms, filed a Chapter 11
petition (Bankr. D. Del. Case No. 12-11004) March 26, 2012.
Cetero's 19 affiliates sought bankruptcy protection (Bankr. D.
Del. Case Nos. 12-11005 to 12-11023).

Cetero plans to sell the business, including their rights to
pursue avoidance actions, to first-lien secured lenders in
exchange for $50 million in debt, absent higher and better offers.
Cetero has filed a motion seeking approval of procedures that will
govern the bidding and auction.  The first-lien lenders have
formed entities that will acquire the business -- CSRI Holdings
LLC, as U.S. Purchaser, and 0935867 B.C. Ltd and 0935870 B.C. Ltd,
as Canadian Purchasers.  Together, they will serve as stalking
horse bidders and have offered to exchange $50 million in secured
debt and assume $30 million in liabilities to buy the assets.
First lien lenders are also providing a $15 million loan to
finance the Chapter 11 effort.  The procedures require that the
bidding protocol be approved by April 12 and an auction be held
between April 30 and May 5.  Competing bids are due three days
prior to the auction date.  The hearing for approval of the sale
must take place prior to May 10.

Assets are $205 million, with debt total $248 million.  There is
$185 million in debt for borrowed money, including $116 million on
a first-lien term loan and revolving credit.  The second-lien loan
is $25 million.  Second-lien lenders have agreed to the sale.

Freeport Financial LLC serves as the sole lead arranger and
bookrunner, and as U.S. administrative agent and collateral agent
under the first lien facility.  Bank of Montreal serves as the
Canadian agent.  Freeport is also the agent under the second lien
facility.

Judge Kevin Gross oversees the case.  Lawyers at Young Conaway
Stargatt & Taylor, LLP, and Paul Hastings LLP serve as the
Debtors' counsel.  Stikeman Elliott LLP serves as Canadian
counsel.  Jefferies & Co. serves as financial advisor and Carl
Marks Advisory Group LLC serves as restructuring advisor.  Epiq
Bankruptcy Solutions serves as claims and notice agent.  The
petitions were signed by Michael T. Murren, CFO.

The first lien lenders and the stalking horse buyers are
represented by Peter Knight, Esq., at Latham & Watkings, LLP; and
Wael Rostom, Esq., at McMillan LLP.


CONTRACT RESEARCH: Sec. 341 Creditors' Meeting Set for April 24
---------------------------------------------------------------
The U.S. Trustee for Region 3 will convene a Meeting of Creditors
in the Chapter 11 case of Contract Research Solutions, Inc.,
pursuant to Section 341 of the Bankruptcy Code.  The meeting will
be held April 24, 2012, at 1:00 p.m. at US District Court, 844
King St., Room 2112, in Wilmington.

                            About Cetero

Contract Research Solutions Inc., doing business as Cetero, a
provider of early-phase clinical research services for
pharmaceutical and biotechnology firms, filed a Chapter 11
petition (Bankr. D. Del. Case No. 12-11004) March 26, 2012.
Cetero's 19 affiliates sought bankruptcy protection (Bankr. D.
Del. Case Nos. 12-11005 to 12-11023).

Cetero plans to sell the business, including their rights to
pursue avoidance actions, to first-lien secured lenders in
exchange for $50 million in debt, absent higher and better offers.
Cetero has filed a motion seeking approval of procedures that will
govern the bidding and auction.  The first-lien lenders have
formed entities that will acquire the business -- CSRI Holdings
LLC, as U.S. Purchaser, and 0935867 B.C. Ltd and 0935870 B.C. Ltd,
as Canadian Purchasers.  Together, they will serve as stalking
horse bidders and have offered to exchange $50 million in secured
debt and assume $30 million in liabilities to buy the assets.
First lien lenders are also providing a $15 million loan to
finance the Chapter 11 effort.  The procedures require that the
bidding protocol be approved by April 12 and an auction be held
between April 30 and May 5.  Competing bids are due three days
prior to the auction date.  The hearing for approval of the sale
must take place prior to May 10.

Assets are $205 million, with debt total $248 million.  There is
$185 million in debt for borrowed money, including $116 million on
a first-lien term loan and revolving credit.  The second-lien loan
is $25 million.  Second-lien lenders have agreed to the sale.

Freeport Financial LLC serves as the sole lead arranger and
bookrunner, and as U.S. administrative agent and collateral agent
under the first lien facility.  Bank of Montreal serves as the
Canadian agent.  Freeport is also the agent under the second lien
facility.

Judge Kevin Gross oversees the case.  Lawyers at Young Conaway
Stargatt & Taylor, LLP, and Paul Hastings LLP serve as the
Debtors' counsel.  Stikeman Elliott LLP serves as Canadian
counsel.  Jefferies & Co. serves as financial advisor and Carl
Marks Advisory Group LLC serves as restructuring advisor.  Epiq
Bankruptcy Solutions serves as claims and notice agent.  The
petitions were signed by Michael T. Murren, CFO.

The first lien lenders and the stalking horse buyers are
represented by Peter Knight, Esq., at Latham & Watkings, LLP; and
Wael Rostom, Esq., at McMillan LLP.


CONTRACT RESEARCH: Taps Epiq Bankruptcy Solutions as Claims Agent
-----------------------------------------------------------------
Contract Research Solutions Inc. and its debtor-affiliates sought
and obtained Bankruptcy Court authority to employ Epiq Bankruptcy
Solutions LLC as notice and claims agent.  CRS is also seeking to
employ Epiq as administrative advisor.

Prior to the Petition Date, CRS paid Epiq a $25,000 retainer.

Jason D. Horwitz attests that Epiq does not hold any interest
adverse to the Debtors' estate.

                            About Cetero

Contract Research Solutions Inc., doing business as Cetero, a
provider of early-phase clinical research services for
pharmaceutical and biotechnology firms, filed a Chapter 11
petition (Bankr. D. Del. Case No. 12-11004) March 26, 2012.
Cetero's 19 affiliates sought bankruptcy protection (Bankr. D.
Del. Case Nos. 12-11005 to 12-11023).

Cetero plans to sell the business, including their rights to
pursue avoidance actions, to first-lien secured lenders in
exchange for $50 million in debt, absent higher and better offers.
Cetero has filed a motion seeking approval of procedures that will
govern the bidding and auction.  The first-lien lenders have
formed entities that will acquire the business -- CSRI Holdings
LLC, as U.S. Purchaser, and 0935867 B.C. Ltd and 0935870 B.C. Ltd,
as Canadian Purchasers.  Together, they will serve as stalking
horse bidders and have offered to exchange $50 million in secured
debt and assume $30 million in liabilities to buy the assets.
First lien lenders are also providing a $15 million loan to
finance the Chapter 11 effort.  The procedures require that the
bidding protocol be approved by April 12 and an auction be held
between April 30 and May 5.  Competing bids are due three days
prior to the auction date.  The hearing for approval of the sale
must take place prior to May 10.

Assets are $205 million, with debt total $248 million.  There is
$185 million in debt for borrowed money, including $116 million on
a first-lien term loan and revolving credit.  The second-lien loan
is $25 million.  Second-lien lenders have agreed to the sale.

Freeport Financial LLC serves as the sole lead arranger and
bookrunner, and as U.S. administrative agent and collateral agent
under the first lien facility.  Bank of Montreal serves as the
Canadian agent.  Freeport is also the agent under the second lien
facility.

Judge Kevin Gross oversees the case.  Lawyers at Young Conaway
Stargatt & Taylor, LLP, and Paul Hastings LLP serve as the
Debtors' counsel.  Stikeman Elliott LLP serves as Canadian
counsel.  Jefferies & Co. serves as financial advisor and Carl
Marks Advisory Group LLC serves as restructuring advisor.  Epiq
Bankruptcy Solutions serves as claims and notice agent.  The
petitions were signed by Michael T. Murren, CFO.

The first lien lenders and the stalking horse buyers are
represented by Peter Knight, Esq., at Latham & Watkings, LLP; and
Wael Rostom, Esq., at McMillan LLP.


CROWN CASTLE: Fitch Rates New $1-Bil. Unsecured Senior Notes 'BB-'
------------------------------------------------------------------
Fitch Ratings has assigned a 'BB-' rating to Crown Castle
International Corp.'s (CCIC) proposed $1 billion unsecured senior
notes offering due 2022. Proceeds from the offering will be used
to fund a tender offer for $861 million aggregate principal amount
of 9% senior unsecured notes due 2015.  The aggregate cost of the
tender offer for the notes, including fees and expenses, is
expected to be approximately $982 million.  The Rating Outlook for
CCIC and its subsidiaries is Stable.

The current ratings for Crown include:

CCIC

  -- IDR 'BB';
  -- Senior Unsecured Debt 'BB-'.

Crown Castle Operating Company (CCOC)

  -- IDR 'BB';
  -- $1 Billion Senior Secured Credit Facility 'BB+';
  -- $500 million Senior Secured term loan A 'BB+';
  -- $1.6 Billion Senior Secured term loan B 'BB+'.

CC Holdings GS V LLC (GS V)

  -- IDR 'BB';
  -- Senior Secured Notes 'BBB-'.

Crown's ratings are supported by the strong recurring cash flows
generated from its leasing operations, the robust EBITDA margin
that should continue to increase through new lease-up
opportunities, and the scale of its tower portfolio.  Crown's
long-term growth strategy of primarily focusing on the U.S. market
versus seeking growth internationally in emerging markets also
reduces operating risk.  These factors lend considerable stability
to cash flows and lead to a lower business risk profile than most
typical corporate credits.

Crown's current capacity within its ratings for additional
material debt-financed acquisitions is low.  This is due to the
two acquisitions that Crown announced near the end of 2011
totaling $1.5 billion that significantly increased debt.  As of
December 31, 2011 giving effect to the acquisitions and use of
proceeds from this debt issuance, consolidated indebtedness was
approximately $8.6 billion. Leverage pro forma for the
transactions was approximately 6.2 times (x).  As such, additional
leveraging transactions could lead to a ratings outlook change or
downgrade.

Fitch expects Crown to delever through cash flow growth and
potentially some debt reduction going forward.  Leverage at the
end of 2012 is expected to remain elevated in the upper 5x range,
similar to levels at the end of 2010.  Longer-term, Fitch expects
Crown to further delever in preparation for a possible REIT
conversion, which would also include less reliance on secured debt
in its capital structure.

A key factor in future revenue and cash flow growth for Crown, as
well as the rest of the tower industry, is the growth within
mobile broadband services.  Growth in 4G services will drive
amendment activity and new lease-up revenues from the major
operators leading to mid-single digit growth prospects for the
next couple of years.  The addition of NextG Networks within its
tower portfolio will strengthen its position in distributed
antenna systems and should allow Crown to capture additional share
in small cell infrastructure required for scaling 4G networks.

This growth along with lease escalator adjustments will more than
offset the increase in churn pressure from the consolidation of
networks (Alltel, Sprint) during the next several years.  Fitch
expects any increased churn pressure will be distributed over a
multiyear period.  Sprint related churn from iDEN decommissioning
should be spread primarily over a four year period which is the
average length for remaining leases. Crown has indicated iDEN
related revenue loss could be approximately 2 - 3% of site rental
revenue.

Crown maintains significant flexibility with prioritizing the use
of its liquidity and discretionary cash flow.  The next large
maturity is not until 2015 when $1.8 billion of debt came due.
This refinancing takes a significant step toward reducing 2015
maturities while decreasing interest costs. Crown expects to
invest approximately $325 million in capital expenditures
including land purchases.  The remaining excess cash flow will be
available for share repurchases, debt reduction or increasing cash
balances.

The $1 billion secured credit facility revolver is currently
undrawn and matures in January 2017.  The financial covenants
within this newer credit agreement are more restrictive than in
the past with total net leverage ratio decreasing to 6.0x from
7.5x and consolidated interest coverage increasing to 2.5x from
2.0x.  The financial leverage covenant has an additional stepdown
to 5.5x in 2014.  The credit agreement also has security fallaway
provisions in the event CCIC achieves investment grade ratings.

Longer-term in the 2015 - 2016 timeframe, Crown has indicated a
potential for a REIT conversion.  As such, Crown may consider
lowering its future leverage target range similar to that of
American Tower.  Fitch expects American Tower will maintain net
leverage in the 3.5x to 4.0x range.  Consequently, any further
rating upgrades would require Crown to lower its leverage target.

Fitch believes Crown's longer-term ratings have upward potential
from further operational and credit profile improvements.  Key
rating drivers for Crown include (1) The stability and operating
leverage within its leasing operations; (2) Growth in broadband
data leading to increased lease-up opportunities; and (3)
Maintaining less aggressive financial policies than in the past.
(4) Crown continues to following the potential path of a REIT
conversion and delevers the company.


CROWN CASTLE: Moody's Rates New $1BB Senior Unsecured Notes 'B1'
----------------------------------------------------------------
Moody's Investors Service has assigned a B1 (LGD6-93%) rating to
the proposed new $1 billion senior unsecured notes due 2022 of
Crown Castle International Corp. The net proceeds from the new
notes will be used to fund the tender for the existing 9% senior
unsecured notes due 2015 at CCIC. As part of the rating action,
Moody's also affirms the Ba2 Corporate Family Rating and
Probability of Default Rating of CCIC. In addition, Moody's
maintains the company's liquidity rating at SGL-1, reflecting the
company's very good short-term liquidity profile due to healthy
cash balances and full access to its new $1 billion revolver.

Issuer: Crown Castle International Corp.

  Assignments:

    US$1000M Senior Unsecured Regular Bond/Debenture,
    Assigned B1 - LGD6, 93%

Ratings Rationale

CCIC's Ba2 corporate family rating reflects the company' s
position as the leading independent wireless tower operator in the
US with a strong operational profile and the ability to generate
significant free cash flow despite resuming shareholder
remuneration. The Ba2 CFR also reflects the significant proportion
of revenues that CCIC derives under contractual agreements with
the largest U.S. wireless operators. This affords great stability
in the company's revenue stream as manifest in the 8% growth
witnessed for the fiscal year ended December 31st, 2011, even in
the face of weak general economic conditions. Moody's believes
that the fundamentals of the wireless tower sector are likely to
remain favorable through the next several years. Finally, the
rating reflects Moody's view that CCIC will target adjusted
Debt/EBITDA leverage below the 6.0x range over the next two years,
with the ability to delever further to below 5.0x by 2014-2015.

The Ba2 CFR, however, continues to be constrained by the company's
high absolute debt load, share repurchase plans, and exposure to
technology network shifts such as the pending shutdown of the iDen
network by Sprint and possibility of further carrier consolidation
in the US. These risks are offset in the near term by the firm
contracts that CCIC has with the largest wireless operators and by
increasing revenue from carriers upgrading and augmenting their
cell site equipment as they upgrade to fourth generation (4G)
wireless networks.

Moody's also notes that the company's free cash flow growth may
deteriorate, given the capital intensive nature of ongoing DAS
buildouts, where the company will see the greatest growth of
wireless access nodes. Although DAS networks have been
complementary to traditional macro cell tower infrastructure,
Moody's has not yet seen similar economies of scale on DAS
networks that tenant colocations provide on traditional wireless
tower sites. Future ratings migration, therefore, will be
determined by the CCIC's ability to maintain healthy cash flow
generation and to drive leverage close towards 6.0x on a Moody's
adjusted basis.

Moody's also notes that the individual debt instruments are
subject to potential near-term variability especially if they are
in close proximity to the expected loss assumptions underlying the
rating breakpoints in Moody's Loss Given Default ("LGD") rating
framework for high-yield corporates, as well as dependent on the
specific levels of debt at various legal entities. In rating
CCIC's debt instruments, Moody's has taken a forward look with
respect to the composition of the company's debt obligations. As
CCIC's securitization facilities face mandatory amortization
traps, and the company's preferred stock issue becomes due in
later 2012, it is probable that traditional debt financing may be
used to satisfy these repayment obligations, which may cause
further changes in the capital structure and lead to near-term
ratings volatility among the individual instruments. The senior
secured credit facilities of Crown Castle Operating Company
("CCOC") are rated Ba3 (LGD4-68%) and the senior secured notes of
CC Holdings GS V LLC debt are rated Baa3 (LGD2-14%) reflecting the
perceived collateral coverage of these debt obligations relative
to the overall waterfall of debts, including the securitizations.

Over the next 4 quarters, Moody's expects CCIC to have very good
liquidity, as the Company has refinanced substantially all of its
major near term maturities and amortization events through 2014
and the company is expected to attain interest expense savings
with the new senior unsecured notes due 2022. CCIC's available
cash resources are comprised of cash on hand of $80 million at
12/31/2011, aided by estimated internally generated free cash flow
of over $450 million in FY2012. In addition, the Company's $1
billion revolving credit facility is a very good source of
backstop liquidity for the company over the 4-quarter liquidity
assessment horizon.

CCIC's bank facility is subject to leverage and interest coverage
financial maintenance covenants (with the maintenance leverage
covenant amended to 6.0x from 7.5x in conjunction with the new
facilities), in addition to a requirement to maintain Debt Service
Coverage Ratios above those required by the related securitization
agreements. Moody's expects the company to maintain compliance
with its covenants through the next 12 months.

Over the past year, the Company has increased its capital
expenditures, which have largely involved purchasing land under
its towers. Moody's also estimates that CCIC will continue to buy
back shares at approximately 55% of available cash flows, while
having the capacity to build up cash balances by an additional
$200 million through 2012.

Moody's notes that essentially all of CCIC's domestic tower assets
are encumbered either under securitization agreements or under the
recently completed senior secured notes issue at CC Holdings GS
LLC, and its bank facility is secured by a partial pledge of
shares of these same subsidiaries, which limits access to
alternative liquidity.

What Could Change the Rating - Up

Despite the increase in leverage with the recent transactions,
Moody's expects the de-leveraging trends to continue, and further
upward ratings migration would be dependent upon the company
allocating significant portions of free cash flow towards absolute
debt reduction. Quantitatively, upwards rating pressure may
develop if CCIC manages its capital structure to the following
Moody's adjusted key credit metrics on a sustained basis: Debt/
EBITDA trending towards 6.0x, (EBITDA-Capex)/Interest exceeding 2x
and Free Cash Flow/ Debt in the high single digits.

What Could Change the Rating - Down

The ratings may face downward ratings pressure if weakening
industry fundamentals or a return to more aggressive financial
policies (for example return of capital to shareholders via share
repurchases) result in the following adjusted key credit metrics
on a sustained basis: Debt/ EBITDA approaching 7.5x, (EBITDA-
Capex)/ Interest coverage trending under 1.5x and Free Cash Flow/
Debt in the low single digits.

The principal methodology used in rating Crown Castle
International was the Global Communications Infrastructure
Industry Methodology published in June 2011. Other methodologies
used include Loss Given Default for Speculative-Grade Non-
Financial Companies in the U.S., Canada and EMEA published in June
2009.

Crown Castle, headquarterd in Houston TX owns, operates, and
leases towers and other infrastructure for wireless
communications, including nearly 24,000 towers as of 12/31/2011.
Revenue for the LTM 12/31/2011 period was over $2 billion.


CRUMP GROUP: Moody's Withdraws 'B2' CFR Over BB&T Sale Deal
-----------------------------------------------------------
Moody's Investors Service has withdrawn the credit ratings of C.G.
JCF Corp. (Crump Group) following the sale of the company's life
and property & casualty insurance brokerage operations to BB&T
Corporation (NYSE: BBT). Crump Group's credit facilities have been
fully repaid and terminated. The ratings withdrawn include the B2
corporate family rating, B3 probability of default rating, and B2
ratings on the company's senior secured credit facilities (term
loan and revolving credit).

Ratings Rationale

The principal methodology used in this rating was Moody's Global
Rating Methodology for Insurance Brokers & Service Companies
published in February 2012.

Crump Group, based in Roseland, New Jersey, was a diversified
insurance brokerage firm operating through three divisions: Life
Insurance Services, Property & Casualty Insurance Services and
Retirement Services. For 2011, the company reported revenues of
$435 million and net income of $55 million. Stockholder's equity
was $324 million as of December 31, 2011.


CYTOCORE INC: Delays Form 10-K for 2011
---------------------------------------
Cytocore, Inc., was unable to timely file its annual report on
Form 10-K for the year ended Dec. 31, 2011, due to delays
experienced in the collection and compilation of certain
information required to be included in the annual report.  The
Company intends to file the annual report with the Securities and
Exchange Commission within the fifteen-day extension period
provided under Rule 12b-25 of the Securities Exchange Act of 1934,
as amended.

                        About Cytocore Inc.

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

The Company reported a net loss of $2.09 million in 2010 and a net
loss of $3.55 million in 2009.  The Company also reported a net
loss of $1.55 million for the nine months ended Sept. 30, 2011.

The Company's balance sheet at Sept. 30, 2011, showed
$1.67 million in total assets, $6.58 million in total liabilities,
all current, and a $4.90 million total stockholders' deficit.

As reported by the TCR on April 18, 2011, L J Soldinger Associates
LLC, in Deer Park, Illinois, said in its audit report on the
financial statements for the year ended Dec. 31, 2010, that the
Company's recurring losses from operations and resulting
dependence upon access to additional external financing, raise
substantial doubt concerning its ability to continue as a going
concern.


DCB FINANCIAL: Posts $2.7-Mil. Net Loss in 2011
-----------------------------------------------
DCB Financial Corp. filed on March 30, 2012, its annual report on
Form 10-K for the fiscal year ended Dec. 31, 2011.

Plante & Moran PLLC, in Columbus, Ohio, said DCB's bank subsidiary
is not in compliance with revised minimum regulatory capital
requirements under a formal regulatory agreement with the banking
regulators.  "Failure to comply with the regulatory agreement may
result in additional regulatory enforcement actions."

DCB Financial reported a net loss of $2.7 million on $17.6 million
of net interest income (before provision for loan losses) in 2011,
compared with a net loss of $12.3 million on $21.2 million of net
interest income (before provision for loan losses) in 2010.  Total
noninterest income was $6.4 million for 2011, compared with
$6.1 million for 2010.

The Company's balance sheet at Dec. 31, 2011, showed
$522.9 million in total assets, $488.2 million in total
liabilities, and stockholders' equity of $34.7 million.

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

                       http://is.gd/rlYBwx

A copy of the Annual Report to Shareholders is available at:

                       http://is.gd/201Cir

DCB Financial Corp. is a financial holding company headquartered
in Lewis Center, Ohio.  DCB Financial has one wholly-owned
subsidiary bank, The Delaware County Bank and Trust Company (the
"Bank").  DCB Financial also has two additional wholly owned
subsidiaries, DCB Title and DCB Insurance Services LLC.  DCB Title
provides standard real estate title services, while DCB Insurance
Services LLC provides a variety of insurance products.  However,
neither nonbank subsidiary is material to the financial results of
the Corporation.  The Bank has one wholly-owned subsidiary, ORECO,
which is used to process other real estate owned.

DCB Financial was incorporated under the laws of the State of Ohio
in 1997, as a financial holding company under the Bank Holding
Company Act of 1956, as amended, by acquiring all outstanding
shares of the Bank.  DCB Financial acquired all such shares of the
Bank after an interim bank merger, consummated on March 14, 1997.
The Bank is a commercial bank, chartered under the laws of the
State of Ohio, and was organized in 1950.

The Bank provides customary retail and commercial banking services
to its customers, including checking and savings accounts, time
deposits, IRAs, safe deposit facilities, personal loans,
commercial loans, real estate mortgage loans, installment loans,
trust and other wealth management services.  The Bank also
provides cash management, bond registrar and paying agent services
for commercial and public unit entities.  Through its subsidiary
Datatasx, the Bank provided data processing and other bank
operational services to other financial institutions.  Those
services were discontinued in September 2011, and were not a
significant part of operations or revenue.


DELTA OIL: Recurring Losses Cue Going Concern Doubt
---------------------------------------------------
Delta Oil & Gas, Inc., filed on March 30, 2012, its annual report
on Form 10-K for the fiscal year ended Dec. 31, 2011.

Mark Bailey & Company, Ltd., in Reno, Nevada, expressed
substantial doubt about Delta Oil's ability to continue as a going
concern.  The independent auditors noted that the Company has
incurred recurring losses from operations.

The Company reported a net loss of $66,446 on $1.2 million of
revenue for 2011, compared with a net loss of $544,454 on
$1.4 million of revenue for 2010.

The Company's balance sheet at Dec. 31, 2011, showed $2.2 million
in total assets, $217,434 in total liabilities, and stockholders'
equity of $2.0 million.

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

                       http://is.gd/ylYWpC

Vancouver, Canada-based Delta Oil & Gas, Inc., is engaged in the
acquisition, development and production of oil and natural gas
properties in North America.


DIAMOND BEACH: Galveston Condo Owner Files for Chapter 11
---------------------------------------------------------
Houston, Texas-based Diamond Beach VP, LP, filed a Chapter 11
petition (Bankr. S.D. Tex. Case No. 12-10175) in Brownsville on
April 2, 2012.

The Debtor, a Single Asset Real Estate as defined in 11 U.S.C.
Sec. 101 (51B), disclosed $30.05 million in assets and $28.24
million in liabilities in its schedules.

The Debtor owns the Diamond Beach Condominiums located at
Galveston, Texas.  The property is worth $29.4 million and secures
a $27.3 million debt to the International Bank of Commerce.

A copy of the schedules filed together with the petition is
available for free at http://bankrupt.com/misc/txsb12-10175.pdf

The petition was signed by Randall J. Davis, as manager of the
Debtor's general partner.


DIAMOND BEACH: Case Summary & 13 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Diamond Beach VP, LP
        1210 West Clay, Suite 10
        Houston, TX 77019

Bankruptcy Case No.: 12-10175

Chapter 11 Petition Date: April 2, 2012

Court: U.S. Bankruptcy Court
       Southern District of Texas (Brownsville)

Judge: Richard S. Schmidt

Debtor's Counsel: Edward L. Rothberg, Esq.
                  HOOVER SLOVACEK, LLP
                  5847 San Felipe, Suite 2200
                  Houston, TX 77057
                  Tel: (713) 977-8686
                  Fax: (713) 977-5395
                  E-mail: rothberg@hooverslovacek.com

Scheduled Assets: $30,051,876

Scheduled Liabilities: $28,237,636

The petition was signed by Randall J. Davis, manager of Diamond
Beach GP, LLC, general partner.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Sapphire VP, LP                       12-10173            04/02/12

Debtor's List of Its 13 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
GulfCoast Pavers                   --                     $129,232
1413 Brittmoore Road
Houston, TX 77043

Andrews Myers P.C.                 --                      $27,997
3900 Essex Lane, Suite 800
Houston, TX 77027

Pace Property Tax Service          --                      $12,000
7702 FM 1960 E., Suite 116
Humble, TX 77346

Element Architects                 --                       $3,200

Centrade USA Inc.                  --                       $3,139

Martie Terry                       --                       $3,000

Paparcity Magazine                 --                       $3,000

Good Project                       --                       $2,044

Green Mountain Energy              --                       $1,758

Robinson & Associates              --                         $800

Gulf Coast A/C                     --                         $577

Luxury Baths by Arrow              --                         $430

Sterling Express Services          --                          $63


EMMIS COMMUNICATIONS: Michelle Bergman Elected as Director
----------------------------------------------------------
At a special meeting of shareholders of Emmis Communications
Corporation held on April 2, 2012, Michelle D. Bergman was elected
as director.  Shareholders also approved the 2012 Retention Plan
and Trust Agreement.

                    About Emmis Communications

Headquartered in Indianapolis, Indiana, Emmis Communications
Corporation -- http://www.emmis.com/-- owns and operates 22 radio
stations serving New York, Los Angeles, Chicago, St. Louis,
Austin, Indianapolis, and Terre Haute, as well as national radio
networks in Slovakia and Bulgaria.  The company also publishes six
regional and two specialty magazines.

The Company reported a consolidated net loss of $11.54 million on
$251.31 million of net revenues for the year ended Feb. 28, 2011,
compared with a consolidated net loss of $118.49 million on
$242.56 million of net revenues during the prior year.

For the nine months ended Nov. 30, 2011, the Company reported net
income attributable to common shareholders of $97.72 million on
$185.08 million of net revenues, compared with a net loss
attributable to common shareholders of $7.92 million on $193.24
million of net revenues for the same period during the prior year.

The Company's balance sheet at Nov. 30, 2011, showed $365.70
million in total assets, $344.92 million in total
liabilities,$56.38 million in series A cumulative convertible
preferred stock and a $35.60 million total deficit.

                           *     *     *

In November 2010, Moody's Investors Service affirmed the 'Caa2'
Corporate Family Rating and 'Caa3' Probability of Default rating
for Emmis Communications Corporation, as well as its SGL-4
speculative grade liquidity rating.  Operating performance
improved with the economic recovery, but absent debt reduction
with proceeds from an asset sale or equity infusion Emmis will
likely breach its leverage covenant when the covenant suspension
period ends for the quarter ending November 30, 2011, in Moody's
opinion.

Emmis' CFR and PDR incorporate expectations for a covenant breach
in November 2011.  Moody's considers the Company's capital
structure unsustainable, and its operations in the cyclical
advertising business magnify this challenge.  Furthermore, Emmis
relies on two markets, Los Angeles and New York, for approximately
50% of its revenue, although its ownership of stations in top
markets including Chicago as well as NY and LA, support the
rating.

The negative outlook incorporates Moody's expectations that Emmis
will not comply with its maximum leverage covenant when effective
for the quarter ending Nov. 30, 2011.


ENCORIUM GROUP: Terminates Sale Agreement with Venn Life
--------------------------------------------------------
Encorium Group, Inc., Encorium Oy, a wholly-owned of the Company,
and Venn Life Sciences Limited, a newly-formed Irish company,
terminated the Agreement for the Sale and Purchase of the entire
issued share capital of the subsidiaries, dated Feb. 10, 2012,
among the Encorium Entities, VLS and Ilari Koskelo, a more than
10% shareholder of the Company, brother of the Company's Vice
President of Clinical Operations, and creditor of Encorium Oy.

The Purchase Agreement provided that either party may terminate it
if consummation of the transactions contemplated thereby will not
have occurred by Feb. 22, 2012.  One of the conditions for the
consummation of that transaction was obtaining the consent of a
shareholder of Venn Life Sciences Holdings Limited, a shareholder
of VLS.  Since that consent was not obtained, the Encorium
Entities and VLS, by mutual consent terminated the Purchase
Agreement.

                       About Encorium Group

Encorium Group, Inc., is a clinical research organization that
engages in the design and management of complex clinical trials
for the pharmaceutical, biotechnology and medical device
industries.  The Company was initially incorporated in August 1998
in Nevada.  In June 2002, the Company changed its state of
incorporation to Delaware.  In November 2006, it expanded its
international operations with the acquisition of its wholly-owned
subsidiary, Encorium Oy, a clinical research organization founded
in 1996 in Finland, which offers clinical trial services to the
pharmaceutical and medical device industries.  Since 2006 the
Company has conducted substantially all of its European operations
through Encorium Oy and its wholly-owned subsidiaries located in
Denmark, Estonia, Sweden, Lithuania, Romania, Germany and Poland.

On July 16, 2009 the Company sold substantially all of the assets
relating to the Company's US line of business to Pierrel Research
USA, Inc., the result of which the Company no longer has any
employees or significant operations in the United States. Due to
this sale, for the three and nine months ended Sept. 30, 2010 and
2009, the results of the U.S. business have been presented as
discontinued operations in the consolidated condensed financial
statements.

The Company reported a net loss of $9.08 million in 2010, compared
with a net loss of $3.87 million in 2009.  The Company's balance
sheet at Dec. 31, 2010, showed $7.97 million in total assets,
$11.73 million in total liabilities and a $3.76 million total
stockholders' deficit.

Asher & Company, LTD, in Philadelphia, Pennsylvania, noted that
the Company's recurring losses from operations, current available
cash, and anticipated level of capital requirements necessary to
fund its current operations raise substantial doubt about its
ability to continue as a going concern.

As reported by the TCR on Nov. 22, 2011, Encorium notified the
U.S. Securities and Exchange Commission that it could not file its
quarterly report on Form 10-Q for the fiscal quarter ended
Sept. 30, 2011, within the prescribed time period.


ENVIRONMENTAL SOLUTIONS: MSCM LLP Raises Going Concern Doubt
------------------------------------------------------------
Environmental Solutions Worldwide, Inc., filed its annual report
on Form 10-K for the fiscal year ended Dec. 31, 2011.

MSCM LLP, in Toronto, Canada, expressed substantial doubt about
Environmental Solutions' ability to continue as a going concern.
The independent auditors noted that of the Company's experience of
negative cash flows from operations and its dependency upon future
financing.

The Company reported a net loss of $9.1 million on $11.9 million
of revenue for 2011, compared with a net loss of $9.4 million on
$10.4 million of revenue for 2010.

The Company's balance sheet at Dec. 31, 2011, showed $6.5 million
in total assets, $2.4 million in total liabilities, and
stockholders' equity of $4.1 million.

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

                       http://is.gd/6XEUTR

Concord, Ontario, Canada-based Environmental Solutions Worldwide,
Inc., iss a publicly traded Florida corporation formed in 1987 in
the State of Florida.  ESW is currently focused on the medium duty
and heavy duty diesel engine market for on-road and off-road
vehicles as well as the utility engine, mining, marine, locomotive
and military industries.  ESW offers engine and after treatment
emissions verification testing and certification services.  ESW's
common stock is currently quoted on the OTCQB, which is part of
the OTC Market Group's quotation system under the symbol (ESWW).
ESW's common stock is also quoted on the Frankfurt Stock Exchange
(FWB), under the symbol (EOW).


FACTORY 2-U: High Court Denies Price-Fixing Suit Review
-------------------------------------------------------
Amanda Bransford at Bankruptcy Law360 reports that the U.S.
Supreme Court on Monday declined to review the dismissal of an
antitrust suit brought by Factory 2-U Stores Inc.'s Chapter 7
trustee claiming that price-fixing by a group of banks that
finance transactions between garment retailers and manufacturers
bankrupted the company.

                        About Factory 2-U

Headquartered in San Diego, California, Factory 2-U Stores, Inc.,
-- http://www.factory2-u.com/-- operated a chain of off-price
retail apparel and housewares stores in 10 states, mostly in the
western and southwestern US.  The stores sold branded casual
apparel for the family, as well as selected domestics, footwear,
and toys and household merchandise.

The Company filed for chapter 11 protection (Bankr. Del. Case No.
04-10111) on Jan. 13, 2004.  The Debtor disclosed $136.49 million
in total assets and $73.5 million in total liabilities as of the
Petition Date.  M. Blake Cleary, Esq., and Robert S. Brady, Esq.,
at Young Conaway Stargatt & Taylor, LLP, were tapped as the
Debtor's bankruptcy counsel.

The Court converted the Debtors' case into a chapter 7 proceeding
on Jan. 27, 2005, and appointed Jeoffrey L. Burtch as trustee.
The Court appointed Jeoffrey L. Burtch as the Chapter 7 Trustee.
Adam Singer, Esq., at Cooch and Taylor represented the Chapter 7
Trustee.


FORD MOTOR: Fitch Rates CNY1 Billion Sr. Unsecured Notes 'BB+'
--------------------------------------------------------------
Fitch Ratings has assigned a rating of 'BB+' to Ford Motor
Company's CNY1 billion 4.875% senior unsecured notes due 2015.
Ford's Issuer Default Rating (IDR) is 'BB+', and the Rating
Outlook is Positive.

The 4.875% notes were issued in Hong Kong, and Ford will lend the
proceeds to Ford Motor (China) Ltd. via an intercompany loan to
fund the subsidiary's operations in China.  The 4.875% notes were
issued to private investors residing outside the U.S. in private
transactions and have not been registered with the U.S. Securities
and Exchange Commission.  The issuance of the notes in Chinese
yuan appears to be in accordance with Ford's strategy of using
local currency to provide funding for its non-U.S. operations.
Although the new notes add a relatively small amount of debt to
Ford's capital structure (about $159 million in U.S. dollars),
Fitch does not view the increase as having a material effect on
the company's credit profile or ratings.

Ford's ratings and Outlook reflect the automaker's increasingly
competitive product offerings, relatively strong financial
performance and improved balance sheet.  Although auto sales in
the U.S. remain well below pre-recession levels, increased net
pricing and a more-competitive cost structure have resulted in
relatively strong margins and automotive free cash flow (FCF) over
the past two years.  Fitch expects slowly strengthening global
automotive demand and Ford's competitive product portfolio will
continue to drive positive FCF, which will support further
liquidity growth and provide additional opportunities for de-
levering its balance sheet.

Despite Ford's improved post-recession credit profile, a number of
challenges remain, including weakness in the European auto market,
aggressive industry competition, continued global manufacturing
overcapacity, volatile oil prices and increasingly stringent fuel
economy standards, especially in the U.S.  The significantly
underfunded status of the company's global pension plans also
poses a risk.  However, in general Fitch views Ford as being
considerably better positioned today to withstand another downturn
in global automotive sales than it was prior to the last
recession.

The Positive Outlook reflects Fitch's expectation that Ford's
ratings could be upgraded in the intermediate term if the company
continues with its plan to reduce debt to $10 billion by mid-
decade, maintains a minimum total liquidity position (including
revolver availability) near its current level, and continues to
produce strong FCF on an annualized basis.  Ongoing customer
acceptance of the company's vehicles, reflected in a combination
of market share durability and net pricing strength, will be
important contributors to an upgrade, as will a continued ability
to control operating costs.

On the other hand, Fitch could revise Ford's Rating Outlook back
to Stable if global demand for the company's cars and trucks
begins to decline significantly or if the company deviates from
its plan to further strengthen its balance sheet by reducing its
debt and pension obligations.


FOUR OAKS: Posts $9.1-Mil. Net Loss in 2011
-------------------------------------------
Four Oaks Fincorp, Inc. filed on March 30, 2012, its annual report
on Form 10-K for the fiscal year ended Dec. 31, 2011.

The Company reported a net loss of $9.1 million on $25.9 million
of net interest income (before provision for loan losses) in 2011,
compared with a net loss of $28.3 million on $30.7 million of net
interest income (before provision for loan losses) in 2010.  Total
noninterest income was $5.4 million for 2011, compared with
$8.5 million for 2010.

The Company's balance sheet at Dec. 31, 2011, showed
$916.6 million in total assets, $886.9 million in total
liabilities, and stockholders' equity of $29.7 million.

Going Concern Considerations

The Company said, "During 2010, the Company experienced
significant losses, rapidly escalating impaired loans and
declining capital levels.  Further deterioration and some
subsequent improvements were experienced in 2011."

"Continued losses in 2011, primarily related to the elevated
provision for loan losses, continue to reduce the Company's and
the Bank's capital levels.  The loan loss provision for 2011 was
$11.4 million compared to $31.7 million for 2010, net charge offs
for the year 2011 were $12.4 million compared to $25.3 million for
the comparable period in 2010.  At Dec. 31, 2011, the Company's
total capital to risk weighted assets, Tier 1 capital to risk
weighted assets and Tier 1 capital to average assets were 10.31%,
6.97%, and 4.41%, respectively, compared to 10.42%, 7.36% and
5.17%, respectively, at Dec. 31, 2010.  At Dec. 31, 2011, the
Bank's total capital to risk weighted assets, Tier 1 capital to
risk weighted assets and Tier 1 capital to average assets were
9.75%, 8.47% and 5.40%, respectively, compared to 9.77%, 8.50%,
and 5.88%, respectively, at Dec. 31, 2010."

"The Company and the Bank entered into a formal written agreement
(the "Written Agreement") with the Federal Reserve Bank of
Richmond ("FRB") and the North Carolina Office of the Commissioner
of Banks ("NCCOB") that imposes certain restrictions on the
Company and the Bank, as described in Notes H and K.  A material
failure to comply with the Written Agreement's terms could subject
the Company to additional regulatory actions and further
restrictions on its business, which may have a material adverse
effect on the Company's future results of operations and financial
condition."

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

                       http://is.gd/suKQyv

Based in Four Oaks, North Carolina, Four Oaks Fincorp, Inc., is
the bank holding company for Four Oaks Bank & Trust Company.  The
Company has no significant assets other than cash, the capital
stock of the bank and its membership interest in Four Oaks
Mortgage Services, L.L.C., as well as $1,241,000 in securities
available for sale.

In addition, the Company has an interest in Four Oaks Statutory
Trust I, a wholly owned Delaware statutory business trust (the
"Trust"), for the sole purpose of issuing trust preferred
securities.  The Trust is not included in the consolidated
financial statements of the Company.

The Company's market area is concentrated in eastern and central
North Carolina.


FREEDOM GROUP: Moody's Rates Term Loan 'Ba3'; Outlook Stable
------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Freedom Group,
Inc.'s $330 million term loan and a B3 rating to the $250 million
secured notes. All other ratings, including the B1 Corporate
Family Rating, were affirmed. The outlook is stable. Proceeds from
the new term loan and notes will be used to redeem the $225
million PIK Holdco notes ($241 million at December 31, 2011
including PIK interest), $250 million secured notes, pay related
fees and expenses and increase balance sheet cash by about $20
million as of December 31. 2011. The existing ratings on the PIK
Holdco notes and secured notes will be withdrawn when repaid.

"Although the refinancing will temporarily increase debt/EBITDA by
more than a half turn, it will save the company a signifcant
amount of interest and it will meaningfully improve its debt
maturity profile," said Kevin Cassidy, Senior Credit Officer at
Moody's Investors Service. "We think debt/EBITDA will return to
its current level of under 5 times by the end of 2012 due to our
expectation of higher earnings this year," he noted. The term loan
will mature in seven years and the secured notes will mature in
eight years. The company will also enter into a new five year
unrated $150 million Asset-Based Revolving Credit Facility (ABL)
that will replace its existing ABL.

Ratings assigned:

$330 million secured term loan due 2019 at Ba3 (LGD 3, 39%);

$250 million secured notes due 2020 at B3 (LGD 5, 81%);

Ratings affirmed:

Corporate Family Rating at B1;

Probability of Default Rating at B1;

Speculative grade liquidity rating at SGL 2;

Ratings affirmed but to be withdrawn at close:

$225 million Holdco PIK Notes at B3; and

$275 million senior secured notes ($250 million outstanding) at
Ba3

Ratings Rationale

Freedom Group's B1 Corporate Family Rating reflects its modest
size with revenue of around $775 million, single industry segment
in firearms, ammunition and related areas, exposure to volatile
raw material prices (i.e., copper and lead) and susceptibility to
discretionary consumer spending. The rating also reflects the
company's ownership structure with Cerberus as its financial
sponsor. Financial leverage is high for the B1 Corporate Family
Rating with pro forma debt/EBITDA just over 5 times while EBITA
margins are solid at about 12%. The rating is supported by the
long operating history and strong brand recognition of its
subsidiaries' such as Remington Arms and the growth in the
government, military and law enforcement markets. Further
supporting Freedom Group's rating is its leading market position
in key product categories (shotguns, rifles, and ammunition),
relatively stable hunting participation rates and its ability to
pass through price increases, although this may be more
challenging in today's uncertain economy.

The stable outlook reflects Moody's belief that both revenue and
earnings will grow modestly in the near to mid-term and that any
additional shareholder returns will be funded from free cash and
will not increase leverage.

There is minimal near term upward rating pressure given the
company's modest size, single product focus and ownership
structure. The rating could be upgraded over the longer term if
revenue, earnings and business line diversity substantially
improve and the company implements and sustains more conservative
financial policies. Key credit metrics driving a potential upgrade
would be debt/EBITDA sustained around 3 times (currently 4.6 times
and 5.3 times proforma) and retained cash flow/net debt
consistently above 20%. For the debt/ EBITDA upgrade threshold to
be met as of December 31, 2011, EBITDA needs to increase by about
$95 million or debt needs to decrease by around $280 million from
pro forma levels.

If operating performance significantly weakens or the company
implements more shareholder friendly financial policies the rating
could be downgraded. Key credit metrics that could prompt a
downgrade would be debt/EBITDA remaining above 5.5 times for a
prolonged period or retained cash flow/net debt sustained below
10%. In order for debt/EBITDA to rise above 5.5 times as of
December 31, 2011 from its pro forma level of 5.3 times, EBITDA
would need to decrease by about $25 million or debt increase by
approximately $30 million.

The principal methodologies used in this rating were Global
Consumer Durables published in October 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.

Freedom Group is a supplier of firearms, ammunition and related
products with leading market positions across its major product
categories. The company designs, manufactures, and markets a broad
product line which services the hunting, shooting sports, law
enforcement and military end-markets under recognized brands
including Remington, Marlin, Bushmaster, and DPMS/Panther Arms,
among others. For the year ended December 31, 2011, revenue
approximated $775 million.


FROSENI PROPERTIES: Case Summary & 12 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Froseni Properties, Inc.
        2600 S. Gessner, Suite 504
        Houston, TX 77063

Bankruptcy Case No.: 12-32265

Chapter 11 Petition Date: March 29, 2012

Court: U.S. Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Letitia Z. Paul

Debtor's Counsel: Alan Sanford Gerger, Esq.
                  DUNN, NEAL & GERGER, L.L.P.
                  3050 Post Oak Boulevard, Suite 400
                  Houston, TX 77056
                  Tel: (713) 403-7400
                  Fax: (713) 960-0204
                  E-mail: asgbkp@dnglegal.com

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

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

The Company's list of its 12 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/txsb12-32265.pdf

The petition was signed by Kursheed Khiljee, president.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Ghulam Bombaywala                     05-90371            10/13/05


FULLERTON KENNETH: Case Summary & 7 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Fullerton Kenneth Commons, LLC
        4435 West Fullerton
        Chicago, IL 60639

Bankruptcy Case No.: 12-12657

Chapter 11 Petition Date: March 29, 2012

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

Judge: A. Benjamin Goldgar

Debtor's Counsel: Joel A. Schechter, Esq.
                  LAW OFFICES OF JOEL A. SCHECHTER
                  53 W. Jackson Boulevard, Suite 1522
                  Chicago, IL 60604
                  Tel: (312) 332-0267
                  Fax: (312) 939-4714
                  E-mail: joelschechter@covad.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 seven largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/ilnb12-12657.pdf

The petition was signed by William Daubach, member.


GARY PHILLIPS: Bearfield & Assoc. OK'd to Handle Robert's Claim
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Tennessee
authorized Gary Phillips Construction, LLC, to employ Bearfield &
Associates as special counsel.

The Debtor intends to object to the pending claim of Arthur S.
Roberts, Jr. doing business as Country Aire Construction.

Bearfield & Associates will undertake the objection on its behalf
since Bearfield & Associates has represented the DIP in the
pending state court action involving the circumstances which will
be the subject of the objection to Roberts' claim.

The hourly rates of the firm's personnel are:

         Rick J. Bearfield               $225
         Jason B. Shorter                $150
         Other Associates            $125 - $150
         Paralegals                       $85

Mr. Bearfield, tells the Court that prepetition, the firm received
$6,092 and $6,187 from the Debtor.

Mr. Bearfield assures the Court that the firm does not represent
or hold any interest adverse to the Debtor or to the estate with
respect to the particular matter for which representation is to be
undertaken.

The Court has overruled the objections of TriSummit Bank and
Regions Bank, stating that the employment of Bearfield &
Associates is in the best interest of the estate and that
Bearfield & Associates does not hold presently any interest
adverse to the Debtor or to the estate with respect to the four
state court lien enforcement lawsuits.

TriSummit Bank, and Regions Bank, had contended that Bearfield &
Associates is not sufficiently disinterested and holds interests
adverse to the Debtor because Bearfield & Associates:

   1) represented the Debtor and its debtor-affiliate, Phillips
      Rental Properties, LLC, in transactional and Court related
      matters and represents it as a defendant in the four state
      court lien enforcement lawsuits;

   2) represents the Debtor's principals, Gary and Karla Phillips,
      both in their business affairs and as defendants in three of
      the four state court lien enforcement lawsuits; and

   3) represented creditors of the Debtor in matters wholly
      unrelated to the Debtor and the case.

                 About Gary Phillips Construction

Piney Flats, Tennessee-based Gary Phillips Construction, LLC,
filed for Chapter 11 bankruptcy protection (Bankr. E.D. Tenn. Case
No. 10-53097) on Dec. 3, 2010.  Fred M. Leonard, Esq. --
fredmleonard@earthlink.net -- in Bristol, Tennessee, serves as the
Debtor's counsel.  The Debtor tapped Wayne Turbyfield as
accountant.  The Debtor tapped the law firm of Bearfield &
Associates as special counsel.  The Court denied the application
to employ Crye-Leike Realtors as realtor.  In its schedules, the
Debtor disclosed $13,255,698 in assets and $7,614,399 in
liabilities as of the Petition Date.

Daniel M. McDermott, the U.S. Trustee for Region 8, appointed six
creditors to serve on an Official Committee of Unsecured Creditors
in the Debtor's case.  Dean B. Farmer, Esq., at Hodges, Doughty &
Carson, PLLC, serves as the committee's counsel.


GARY PHILLIPS: Hagood Tarpy Approved as General Bankruptcy Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Tennessee
authorized Gary Phillips Construction, LLC, to employ Lynn Tarpy
and Hagood, Tarpy & Cox, PLLC, as general counsel, nunc pro tunc
to March 13, 2012.

The Court also ordered that no particular fee arrangement is
approved because creditors and parties-in-interest have not been
given an opportunity to be heard.

The Debtor has proposed that counsel will be reimbursed at the
rate of $300 per hour and for the reimbursement of any and all
expenses advanced in the course of the bankruptcy for items such
as long distance telephone charges, travel, copies, postage, court
reporters and the like.  Associates will be reimbursed at the rate
of $50 per hour for any paralegal, $235 per hour for Jesse
Overbay, $175 for Allison Jackson, and $300 per hour for Thomas
Leveille.  No fees or reimbursement of expenses will be paid from
the trust account until application by counsel and approval by the
Court for those fees and expenses.

                 About Gary Phillips Construction

Piney Flats, Tennessee-based Gary Phillips Construction, LLC,
filed for Chapter 11 bankruptcy protection (Bankr. E.D. Tenn. Case
No. 10-53097) on Dec. 3, 2010.  Fred M. Leonard, Esq. --
fredmleonard@earthlink.net -- in Bristol, Tennessee, serves as the
Debtor's counsel.  The Debtor tapped Wayne Turbyfield as
accountant.  The Debtor tapped the law firm of Bearfield &
Associates as special counsel.  The Court denied the application
to employ Crye-Leike Realtors as realtor.  In its schedules, the
Debtor disclosed $13,255,698 in assets and $7,614,399 in
liabilities as of the Petition Date.

Daniel M. McDermott, the U.S. Trustee for Region 8, appointed six
creditors to serve on an Official Committee of Unsecured Creditors
in the Debtor's case.  Dean B. Farmer, Esq., at Hodges, Doughty &
Carson, PLLC, serves as the committee's counsel.


GARY PHILLIPS: Loan for Allison Road House Extended Until May 1
---------------------------------------------------------------
The Hon. Marcia Phillips Parsons of the U.S. Bankruptcy Court for
the Eastern District of Tennessee signed an agreed order extending
the maturity date of Gary Phillips Construction, LLC's financing
until May 1, 2012.

The stipulation, entered March 2, 2012, between the Debtor and
TriSummit Bank, creditor and party-in-interest, further extends
the order dated Sept. 1, 2011, as amended, authorizing the loan
concerning 952 Allison Road.  The Debtor stated that the loan is
necessary to complete the house on 952 Allison Road.

                 About Gary Phillips Construction

Piney Flats, Tennessee-based Gary Phillips Construction, LLC,
filed for Chapter 11 bankruptcy protection (Bankr. E.D. Tenn. Case
No. 10-53097) on Dec. 3, 2010.  Fred M. Leonard, Esq. in Bristol,
Tennessee, serves as the Debtor's counsel.  The Debtor tapped
Wayne Turbyfield as accountant.  The Debtor tapped the law firm of
Bearfield & Associates as special counsel.  The Court denied the
application to employ Crye-Leike Realtors as realtor.  In its
schedules, the Debtor disclosed $13,255,698 in assets and
$7,614,399 in liabilities as of the Petition Date.

Daniel M. McDermott, the U.S. Trustee for Region 8, appointed six
creditors to serve on an Official Committee of Unsecured Creditors
in the Debtor's case.  Dean B. Farmer, Esq., at Hodges, Doughty &
Carson, PLLC, serves as the committee's counsel.


GATEHOUSE MEDIA: Bank Debt Trades at 70% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which GateHouse Media,
Inc., is a borrower traded in the secondary market at 29.83 cents-
on-the-dollar during the week ended Friday, March 30, 2012, an
increase of 0.33 percentage points from the previous week
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  The Company pays 200 basis points above
LIBOR to borrow under the facility.  The bank loan matures on Feb.
27, 2014, and carries Moody's Ca rating and Standard & Poor's CCC-
rating.  The loan is one of the biggest gainers and losers among
177 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                   About GateHouse Media

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

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

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

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


GENERAL MARITIME: Modified Plan for May 3 Approval
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that General Maritime Corp. scheduled a confirmation
hearing on May 3 for approval of the Chapter 11 plan

The bankruptcy judge in New York signed an order April 2 approving
an agreement that improves the treatment of unsecured creditors.
In return, the official creditors' committee agreed to support the
modified plan.

As reported in the April 2, 2012 edition of the Troubled Company
Reporter, holders of allowed unsecured claims will share in $6
million in cash, warrants exercisable for up to 3% of the equity
in the reorganized Company, and 2% of the equity in the
reorganized Company, increasing their estimated recovery from
0.75% to 1.88% under the original plan to approximately 5.41%
under the revised plan.

Through the revised plan, (i) the Debtors' financial debt will be
reduced by approximately $600 million, (ii) the Debtors' cash
interest expense will be reduced by approximately $42 million
annually, and (iii) the Debtors will receive a new capital
infusion of approximately $175 million from affiliates of Oaktree
Capital Management LP.  Oaktree will convert $175 million of
secured debt into 98% of the new equity.  The rights offering
contemplated in the prior version of the plan will no longer be
implemented.

A copy of the Second Amended Chapter 11 Plan of Reorganization,
filed with the Bankruptcy Court on March 26, 2012, is available at
no charge at http://is.gd/mpfOoZ

                       About General Maritime

New York-based General Maritime Corporation, through its
subsidiaries, provides international transportation services of
seaborne crude oil and petroleum products.  The Company's fleet is
comprised of VLCC, Suezmax, Aframax, Panamax and product carrier
vessels.  The fleet consisted of 30 owned vessels and three
chartered vessels.  The company generates substantially all of its
revenues by chartering its fleet to third-party customers.  The
largest customers include major international oil companies, oil
producers, and oil traders such as BP, Chevron Corporation, CITGO
Petroleum Corp., ConocoPhillips, Exxon Mobil Corporation, Hess
Corporation, Lukoil Oil Company, Stena AB, and Trafigura.

General Maritime and 56 subsidiaries filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 11-15285) on Nov. 17,
2011.  Douglas Mannal, Esq., and Adam C. Rogoff, Esq., at Kramer
Levin Naftalis & Frankel LLP, in New York, serve as counsel to the
Debtors.  Moelis & Company is the financial advisor.  Garden City
Group Inc. is the claims and notice agent.

Prepetition, General Maritime reached agreements with its key
senior lenders, including its bank group, led by Nordea Bank
Finland plc, New York Branch as administrative agent, as well as
affiliates of Oaktree Capital Management, L.P., on the terms of a
restructuring.  Under terms of the agreements, Oaktree will
provide a $175 million new equity investment in General Maritime
and convert its prepetition secured debt to equity.

In conjunction with the filing, General Maritime has received a
commitment for up to $100 million in new DIP financing from a
group of lenders led by Nordea as administrative agent.

Counsel for Nordea, as the DIP Agent and the Senior Agent, are
Thomas E. Lauria, Esq., and Scott Greissman, Esq., at White & Case
LLP.  Counsel for Oaktree Capital Management, the Junior Agent,
are Edward Sassower, Esq., and Brian Schartz, Esq., at Kirkland &
Ellis, LLP.

The Official Committee of Unsecured Creditors appointed in the
case has retained lawyers at Jones Day as Chapter 11 counsel.
Jones Day previously represented an ad hoc group of holders of the
12% Senior Notes due 2017 issued by General Maritime Corp.  This
representation began Sept. 20, 2011, and concluded Nov. 29, 2011,
with the agreement of all members of the Noteholders Committee.
The Creditors Committee also tapped Lowenstein Sandler PC as
special conflicts counsel.

The Noteholders Committee consisted of Capital Research and
Management Company, J.P. Morgan Investment Management, Inc., J.P.
Morgan Securities LLC, Stone Harbor Investment Partners LP and
Third Avenue Focused Credit Fund.

The Creditors Committee is comprised of Bank of New York Mellon
Corporate Trust, Stone Harbor Investment Partners, Delos
Investment Management, and Ultramar Agencia Maritima Ltda.


GENERAL MARITIME: Inks 2nd Amendment to DIP Credit Agreement
------------------------------------------------------------
General Maritime Corporation, on March 29, 2012, entered into a
second amendment to its Senior Secured Superpriority Debtor-In-
Possession Credit Agreement, dated as of Nov. 17, 2011, among the
Company, General Maritime Subsidiary Corporation and General
Maritime Subsidiary II Corporation, as borrowers, the other
subsidiaries of the Company party thereto, the various lenders
party thereto, and Nordea Bank Finland plc, New York Branch, as
administrative agent and collateral agent.

Pursuant to the Second Amendment, the minimum EBITDA covenant has
been amended such that the Company is required to have minimum
EBITDA for the periods commencing on Jan. 1, 2012, through and
including the last day of each of the months set forth below, as
follows:

                 Month          Minimum EBITDA
        -------------      --------------
             February 2012     $4,223,000  
             March 2012         $6,343,000  
             April 2012         $8,570,000  
             May 2012         $11,843,000  
             June 2012       $15,028,000  
             July 2012        $19,185,000  
             August 2012      $23,170,000  
             September 2012     $27,529,000  
             October 2012       $32,762,000  

The Second Amendment also waives any event of default that might
have occurred as a result of non-compliance with the minimum
EBITDA covenant prior to giving effect to the Second Amendment.
After giving effect to the Second Amendment, the Company is in
compliance with the DIP Facility.

In addition, as previously disclosed, the Company entered into an
Equity Purchase Agreement, dated as of Dec. 15, 2011, as modified
by the order issued by the Bankruptcy Court on Dec. 15, 2011, as
amended, with Oaktree Principal Fund V, L.P., Oaktree Principal
Fund V (Parallel), L.P., Oaktree FF Investment Fund, L.P. - Class
A, and OCM Asia Principal Opportunities Fund, L.P..  In accordance
with, and pursuant to, Section 5.2 of the Equity Purchase
Agreement, the Oaktree Funds have consented to the Company's entry
into the Second Amendment.

A copy of the Second Amendment is available for free at:

                        http://is.gd/qlVugM

                       About General Maritime

New York-based General Maritime Corporation, through its
subsidiaries, provides international transportation services of
seaborne crude oil and petroleum products.  The Company's fleet is
comprised of VLCC, Suezmax, Aframax, Panamax and product carrier
vessels.  The fleet consisted of 30 owned vessels and three
chartered vessels.  The company generates substantially all of its
revenues by chartering its fleet to third-party customers.  The
largest customers include major international oil companies, oil
producers, and oil traders such as BP, Chevron Corporation, CITGO
Petroleum Corp., ConocoPhillips, Exxon Mobil Corporation, Hess
Corporation, Lukoil Oil Company, Stena AB, and Trafigura.

General Maritime and 56 subsidiaries filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 11-15285) on Nov. 17,
2011.  Douglas Mannal, Esq., and Adam C. Rogoff, Esq., at Kramer
Levin Naftalis & Frankel LLP, in New York, serve as counsel to the
Debtors.  Moelis & Company is the financial advisor.  Garden City
Group Inc. is the claims and notice agent.

Prepetition, General Maritime reached agreements with its key
senior lenders, including its bank group, led by Nordea Bank
Finland plc, New York Branch as administrative agent, as well as
affiliates of Oaktree Capital Management, L.P., on the terms of a
restructuring.  Under terms of the agreements, Oaktree will
provide a $175 million new equity investment in General Maritime
and convert its prepetition secured debt to equity.

In conjunction with the filing, General Maritime has received a
commitment for up to $100 million in new DIP financing from a
group of lenders led by Nordea as administrative agent.

Counsel for Nordea, as the DIP Agent and the Senior Agent, are
Thomas E. Lauria, Esq., and Scott Greissman, Esq., at White & Case
LLP.  Counsel for Oaktree Capital Management, the Junior Agent,
are Edward Sassower, Esq., and Brian Schartz, Esq., at Kirkland &
Ellis, LLP.

The Official Committee of Unsecured Creditors appointed in the
case has retained lawyers at Jones Day as Chapter 11 counsel.
Jones Day previously represented an ad hoc group of holders of the
12% Senior Notes due 2017 issued by General Maritime Corp.  This
representation began Sept. 20, 2011, and concluded Nov. 29, 2011,
with the agreement of all members of the Noteholders Committee.
The Creditors Committee also tapped Lowenstein Sandler PC as
special conflicts counsel.

The Noteholders Committee consisted of Capital Research and
Management Company, J.P. Morgan Investment Management, Inc., J.P.
Morgan Securities LLC, Stone Harbor Investment Partners LP and
Third Avenue Focused Credit Fund.

The Creditors Committee is comprised of Bank of New York Mellon
Corporate Trust, Stone Harbor Investment Partners, Delos
Investment Management, and Ultramar Agencia Maritima Ltda.


GREAT LAKES QUICK: Valvoline Dealer Files to Reorganize
-------------------------------------------------------
Great Lakes Quick Lube LP, the operator of 64 Valvoline oil-change
stores, filed a Chapter 11 petition (Bankr. E.D. Wisc. Case No.
12-24163) on April 2 in Milwaukee after closing 43 sites.

The Debtor estimated assets of $1 million to $10 million and debts
of $10 million to $50 million as of the Chapter 11 filing.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the company said in a court filing that it "struggled
with profitability" since its inception in 2004.  At one time,
there were 107 locations.

According to the report, court filings say revenue this year is
projected to be $30.6 million.

Rick Romell at Journal Sentinel reports that Great Lakes believes
it will be profitable after restructuring its finances through
bankruptcy, according to a motion included in the company's
filing.

The Journal Sentinel relates the company has "struggled with
profitability" from the beginning.  The company hit especially
hard times in 2010, with the slumping economy spurring extreme
competition in the oil-change industry.

Great Lakes Quick Lube LP is Valvoline Instant Oil Change
franchisee in the United States.


GRYPHON GOLD: Posts $1.2 Million Net Loss in December 31 Quarter
----------------------------------------------------------------
Gryphon Gold Corporation filed its quarterly report on Form 10-Q,
reporting a net loss of $1.2 million on sales of $931,794 for the
three months ended Dec. 31, 2011, compared with a net loss of
$655,013 on $nil sales for the the three months ended Dec. 31,
2010.

The Company reported a net loss of $2.5 million on $931,794 of
sales for the nine months ended Dec. 31, 2011, compared with a net
loss of $1.9 million on $nil sales for the nine months ended
Dec. 31, 2010.

The Company's balance sheet at Dec. 31, 2011, showed $27.5 million
in total assets, $14.7 million in total liabilities, and
stockholders' equity of $12.8 million.

DeCoria, Maichel & Teague P.S., in Spokane, Washington, expressed
substantial doubt about the Gryphon Gold's ability to continue as
a going concern, following the Company's results for the fiscal
year ended March 31, 2011.  The independent auditors noted that
the Company has suffered recurring operating losses and has an
accumulated deficit of $37,950,801.

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

                       http://is.gd/eLUcAv

Carson City, Nevada-based Gryphon Gold Corporation is in the
business of acquiring, exploring, and developing gold properties
in the United States, emphasizing the State of Nevada.  The
Company's primary focus is on the advancement of its Borealis
property, located in Nevada's Walker Lane Gold Belt (the "Borealis
Property").  The plan for the Borealis Property is to advance the
development of the oxide heap leachable gold and silver to the
production stage and to further expand and develop the significant
sulphide resource through exploration, metallurgical design and
sulphide project permitting and development.  The Borealis
Property is unpatented mining claims (including claims leased to
the Company's wholly owned subsidiary) of approximately 20 acres
each, totaling about 15,020 acres, which has successful past
production.


HARRISBURG, PA: Receiver Makes Abrupt Resignation
--------------------------------------------------
The City of Harrisburg, Pa., hit a setback in its restructuring
effort with the resignation of its receiver.

According to Bloomberg News, David Unkovic resigned March 30.  Mr.
Unkovic, 57, gave no reason for resigning in his letter to the
Commonwealth Court.

The state's first receiver took over Dec. 2 to devise a recovery
plan.

                  About Harrisburg, Pennsylvania

The city of Harrisburg, in Pennsylvania, is coping with debt
related to a failed revamp of an incinerator.  The city is
$65 million in default on $242 million owing on bonds sold to
finance an incinerator that converts trash to energy.

The Harrisburg city council voted 4-3 on Oct. 11, 2011, to
authorize the filing of a Chapter 9 municipal bankruptcy (Bankr.
M.D. Pa. Case No. 11-06938).  The city claims to be insolvent,
unable to pay its debt and in imminent danger of having
tax revenue seized by holders of defaulted bonds.

Judge Mary D. France presided over the Chapter 9 case.  Mark D.
Schwartz, Esq. and David A. Gradwohl, Esq., served as Harrisburg's
counsel.  The petition estimated $100 million to $500 million in
assets and debts.  Susan Wilson, the city's chairperson on Budget
and Finance, signed the petition.

Harrisburg said in court papers it is in imminent jeopardy through
six pending legal actions by creditors with respect to a number of
outstanding bond issues relating to the Harrisburg Materials,
Energy, Recycling and Recovery Facilities, which processes waste
into steam and electrical energy.  The owner and operator of the
incinerator is The Harrisburg Authority, which is unable to pay
the bond issues.  The city is the primary guarantor under each
bond issue.  The lawsuits were filed by Dauphin County, where
Harrisburg is located, Joseph and Jacalyn Lahr, TD Bank N.A., and
Covanta Harrisburg Inc.

The Commonwealth of Pennsylvania, the County of Dauphin, and
Harrisburg city mayor Linda D. Thompson and other creditors and
interested parties objected to the Chapter 9 petition.  The state
later adopted a new law allowing the governor to appoint a
receiver.

Kenneth W. Lee, Esq., Christopher E. Fisher, Esq., Beverly Weiss
Manne, Esq., and Michael A. Shiner, Esq., at Tucker Arensberg,
P.C., represented Mayor Thompson in the Chapter 9 case. Counsel to
the Commonwealth of Pennsylvania was Neal D. Colton, Esq., Jeffrey
G. Weil, Esq., Eric L. Scherling, Esq., at Cozen O'Connor.

In November 2011, the Bankruptcy Judge dismissed the Chapter 9
case because (1) the City Council did not have the authority under
the Optional Third Class City Charter Law and the Third Class City
Code to commence a bankruptcy case on behalf of Harrisburg and (2)
the City was not specifically authorized under state law to be a
debtor under Chapter 9 as required by 11 U.S.C. Sec. 109(c)(2).

Dismissal of the Chapter 9 petition was upheld in a U.S. District
Court.

That same month, the state governor appointed David Unkovic as
receiver for Harrisburg.  Mr. Unkovic is represented by the
Municipal Recovery & Restructuring group of McKenna Long &
Aldridge LLP, led by Keith Mason, Esq., co-chair of the group.


HARTFORD FINANCIAL: Fitch Rates $600-Mil. Junior Debentures 'BB'
----------------------------------------------------------------
Fitch Ratings has assigned the following ratings to Hartford
Financial Services Group, Inc.'s (HFSG) expected new issuances:

  -- $325 million 4% senior notes due 2017 'BBB-';
  -- $800 million 5.125% senior notes due 2022 'BBB-';
  -- $425 million 6.625% senior notes due 2042 'BBB-';
  -- $600 million 7.875% junior subordinated debentures due 2042
     'BB'.

The Rating Outlook is Stable.

This capital will be utilized to redeem at current value the
outstanding $1.75 billion 10% junior subordinated debentures
investment by Allianz SE.  In addition, HFSG will use $300 million
of holding company cash as part of its remaining stock repurchase
authorization to redeem the 69.4 million of warrant shares issued
to Allianz.  Fitch's hybrid securities rating methodology
allocates 100% of the junior subordinated debentures' principal to
debt in evaluating financial leverage.

Fitch views this refinancing favorably as it replaces the higher
cost Allianz capital with lower cost debt and subordinated
debentures.  The transaction also removes any future uncertainties
tied to Allianz's ownership position in HFSG that favorably
provided much needed capital to the company in October 2008 during
a very difficult credit market environment.

HFSG's equity credit-adjusted debt-to-total capital ratio
(including accumulated other comprehensive income) remains
reasonable at 21.3% at Dec. 31, 2011 (22.4% including an
approximately $1.4 billion write down of deferred acquisition
costs following the retrospective adoption on Jan. 1, 2012 of the
new FASB standard), down from 24.5% at Dec. 31, 2010.  Fitch
expects that after the refinancing, remaining stock repurchase
program and successful execution of the company's recently
announced strategic initiatives, HFSG's equity credit adjusted
financial leverage will be approximately 24%.

HFSG's operating earnings-based interest and preferred dividend
coverage has been reduced in recent years, averaging a low 3.4
times (x) from 2008 to 2011.  This reflects both constrained
operating earnings and increased interest expense and preferred
dividends paid on capital over the last several years, including
the Allianz 10% debentures.  Fitch expects that company's run-rate
operating earnings-based interest and preferred dividend coverage
will improve to at least 5.0x.

The key rating triggers that could result in an upgrade include:

  -- Strong and stable operating earnings in line with higher
     rated peers and industry averages;

  -- Fitch's determination that investment and VA risk will not
     cause a material level of volatility relative to current
     capital;

  -- Overall flat-to-favorable loss reserve development; continued
     improvement in the quality and liquidity of the investment
     portfolio;

  -- Equity credit-adjusted debt to total capital maintained below
     25%; and

  -- Reduced volatility of insurance subsidiary capitalization.

Fitch would most likely consider a positive rating action on
HFSG's Issuer Default Rating (IDR) and debt ratings before the
company's Insurer Financial Strength (IFS) ratings, reflecting an
improvement in notching between insurance company ratings and
holding company ratings.

The key rating triggers that could result in a downgrade include:

  -- Significant investment or operating losses, including those
     from the VA business line, that affect GAAP shareholders'
     equity by 20% or more, or materially affect capital within
     the insurance subsidiaries;

  -- Sizable adverse prior year loss reserve development; and

  -- Equity credit-adjusted debt-to-total capital maintained above
     30%.

The ratings of the property/casualty subsidiaries could also be
negatively affected to the extent they are needed to fund
potential capital needs of the life operations.

Fitch currently rates HFSG and its subsidiaries as follows:

Hartford Financial Services Group, Inc.

  -- Long-term IDR 'BBB';
  -- $320 million 4.625% notes due 2013 'BBB-';
  -- $200 million 4.75% notes due 2014 'BBB-';
  -- $300 million 4% senior notes due 2015 'BBB-';
  -- $200 million 7.3% notes due 2015 'BBB-';
  -- $300 million 5.5% notes due 2016 'BBB-';
  -- $499 million 5.375% notes due 2017 'BBB-';
  -- $500 million 6.3% notes due 2018 'BBB-';
  -- $500 million 6% notes due 2019 'BBB-';
  -- $499 million 5.5% senior notes due 2020 'BBB-';
  -- $298 million 5.95% notes due 2036 'BBB-';
  -- $299 million 6.625% senior notes due 2040 'BBB-';
  -- $325 million 6.1% notes due 2041 'BBB-';
  -- $500 million 8.125% junior subordinated debentures due 2068
     'BB';
  -- $1.75 billion 10% junior subordinated debentures due 2068
     'BB';
  -- $556 million 7.25% mandatory convertible preferred stock,
     series F 'BB';
  -- Short-term IDR 'F2';
  -- Commercial paper 'F2'.

Hartford Life, Inc.

  -- Long-term IDR 'BBB';
  -- $149 million 7.65% notes due 2027 'BBB-';
  -- $92 million 7.375% notes due 2031 'BBB-';
  -- Short-term IDR 'F2'.

Hartford Life Global Funding

  -- Secured notes program 'A-'.

Hartford Life Institutional Funding

  -- Secured notes program 'A-'.

Hartford Life and Accident Insurance Company

  -- IFS 'A-'.

Hartford Life Insurance Company

  -- IFS 'A-';
  -- Medium-term note program 'BBB+'.

Hartford Life and Annuity Insurance Company

  -- IFS 'A-'.

Members of the Hartford Fire Insurance Intercompany Pool:
Hartford Fire Insurance Company
Nutmeg Insurance Company
Hartford Accident & Indemnity Company
Hartford Casualty Insurance Company
Twin City Fire Insurance Company
Pacific Insurance Company, Limited
Property and Casualty Insurance Company of Hartford
Sentinel Insurance Company, Ltd.
Hartford Insurance Company of Illinois
Hartford Insurance Company of the Midwest
Hartford Underwriters Insurance Company
Hartford Insurance Company of the Southeast
Hartford Lloyd's Insurance Company
Trumbull Insurance Company

  -- IFS 'A+'.


HEARTHSTONE HOMES: C. Randel Lewis Appointed as Ch.11 Trustee
-------------------------------------------------------------
The Hon. Thomas L. Saladino of the U.S. Bankruptcy Court for the
District of Nevada approved the appointment of C. Randel Lewis as
Chapter 11 trustee in the case of Hearthstone Homes, Inc.

On March 13, 2012, the Court granted secured creditor Wells Fargo
Bank, N.A.'s request for appointment of trustee.

Wells Fargo, in its motion, stated that, among other things:

   -- The Debtor's present management consists of a new president
      appointed shortly before the filing of bankruptcy, Ron
      Smith, and a controller, Allen Grimes.  All employees and
      other officers have been let go or have quit;

   -- All of thee assets are subject to liens that exceed the fair
      market value of the assets by millions of dollars;

   -- The Debtor has no cash, either free on hand or in accounts
      in which it could request use of cash collateral;

   -- Wages have not been paid; and

   -- The Debtor has no present source of income.

Wells Fargo is represented by:

         Robert M. Gonderinger, Esq.
         David J. Skalka, Esq.
         CROKER, HUCK, KASHER, DEWITT, ANDERSON & GONDERINGER, LLC
         2120 South 72nd Street, Suite 1200
         Omaha, NE 68124
         Tel: (402) 391-6777
         Fax: (402) 390-9221

                   About Hearthstone Homes, Inc.

Hearthstone Homes, Inc., filed a Chapter 11 petition in Omaha,
Nebraska (Bankr. D. Neb. Case No. 12-80348) on Feb. 24, 2012.
ketv.com reported that HearthStone Homes filed for Chapter 11
bankruptcy protection after a deal to sell the company fell
through.  Hearthstone Homes' principal business activities have
been the purchase, development and sale of residential real
property for 40 years.

Chief Judge Thomas L. Saladino presides over the case.  The Debtor
is represented by Robert F. Craig, P.C.  Hearthstone estimated
assets and debts of $10 million to $50 million as of the Chapter
11 filing.

Wells Fargo N.A., the primary lender, is represented by lawyers at
Croker Huck Kasher DeWitt Anderson & Gonderinger LLC.

Nancy J. Gargula, U.S. Trustee for Region 13, appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Hearthstone Homes, Inc.   Frederick D.
Stehlik, Gross & Welch, P.C., L.L.O., represents the Committee.


HEARTHSTONE HOMES: Gross & Welch Approved as Panel's Counsel
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada authorized
the Official Committee of Unsecured Creditors in the Chapter 11
case of Hearthstone Homes, Inc. to retain Frederick D. Stehlik,
Esq., at Gross & Welch, P.C., L.L.O., as its counsel.

                     About Hearthstone Homes

Hearthstone Homes, Inc., filed a Chapter 11 petition in Omaha,
Nebraska (Bankr. D. Neb. Case No. 12-80348) on Feb. 24, 2012.
ketv.com reported that HearthStone Homes filed for Chapter 11
bankruptcy protection after a deal to sell the company fell
through.  Hearthstone Homes' principal business activities have
been the purchase, development and sale of residential real
property for 40 years.

Chief Judge Thomas L. Saladino presides over the case.  The Debtor
is represented by Robert F. Craig, P.C.  Hearthstone estimated
assets and debts of $10 million to $50 million as of the Chapter
11 filing.

Wells Fargo N.A., the primary lender, is represented by lawyers at
Croker Huck Kasher DeWitt Anderson & Gonderinger LLC.

Nancy J. Gargula, U.S. Trustee for Region 13, appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Hearthstone Homes, Inc.


HEARTHSTONE HOMES: Trustee Has Conditional Approval on Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada conditionally
authorized C. Randel Lewis, the duly appointed Chapter 11 trustee
of Hearthstone Homes, Inc., to employ McGrath North Mullin &
Kratz, PC LLO.

McGrath North is expected to, among other things:

   a) provide the trustee with advice, represent the trustee, and
      prepare all necessary documents on behalf of the trustee in
      all legal areas necessary for completion of the case;

   b) take all necessary actions to protect and preserve the
      Debtor's estate during the pendency of its Chapter 11 case;
      and

   c) prepare on behalf of the trustee all necessary motions,
      applications, orders, reports and papers in connection with
      the administration of the case.

To the best of the trustee's knowledge, McGrath North is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

The Court ordered that the application to employ and the order
will be submitted to the limited service list with a 14-day notice
and opportunity to object.  If no objections are filed, counsel
may submit a final order for signature.  The Court will set an
expedited hearing on any objections that are filed.

The firm can be reached at:

         Robert J. Bothe, Esq
         Douglas E. Quinn, Esq.
         James J. Niemeier, Esq.
         Robert P. Diederich, Esq.
         MCGRATH NORTH MULLIN & KRATZ, PC LLO
         First National Tower, Suite 3700
         1601 Dodge Street
         Omaha, Nebraska 68102-1627
         Tel: 402-341-3070
         Fax: (402) 341-0216

                   About Hearthstone Homes, Inc.

Hearthstone Homes, Inc., filed a Chapter 11 petition in Omaha,
Nebraska (Bankr. D. Neb. Case No. 12-80348) on Feb. 24, 2012.
ketv.com reported that HearthStone Homes filed for Chapter 11
bankruptcy protection after a deal to sell the company fell
through.  Hearthstone Homes' principal business activities have
been the purchase, development and sale of residential real
property for 40 years.

Chief Judge Thomas L. Saladino presides over the case.  The Debtor
is represented by Robert F. Craig, P.C.  Hearthstone estimated
assets and debts of $10 million to $50 million as of the Chapter
11 filing.

Wells Fargo N.A., the primary lender, is represented by lawyers at
Croker Huck Kasher DeWitt Anderson & Gonderinger LLC.

Nancy J. Gargula, U.S. Trustee for Region 13, appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Hearthstone Homes, Inc.   Frederick D.
Stehlik, Gross & Welch, P.C., L.L.O., represents the Committee.


HEARTHSTONE HOMES: To Give Up Real Property to Model Investments
----------------------------------------------------------------
The Hon. Thomas L. Saladino of the U.S. Bankruptcy Court for the
District of Nevada granted Model Investments, LLC relief from
automatic stay on Hearthstone Homes, Inc.'s assets.

The Court also required the Debtor to surrender nonresidential
real property to Model Investments.

                   About Hearthstone Homes, Inc.

Hearthstone Homes, Inc., filed a Chapter 11 petition in Omaha,
Nebraska (Bankr. D. Neb. Case No. 12-80348) on Feb. 24, 2012.
ketv.com reported that HearthStone Homes filed for Chapter 11
bankruptcy protection after a deal to sell the company fell
through.  Hearthstone Homes' principal business activities have
been the purchase, development and sale of residential real
property for 40 years.

Chief Judge Thomas L. Saladino presides over the case.  The Debtor
is represented by Robert F. Craig, P.C.  Hearthstone estimated
assets and debts of $10 million to $50 million as of the Chapter
11 filing.

Wells Fargo N.A., the primary lender, is represented by lawyers at
Croker Huck Kasher DeWitt Anderson & Gonderinger LLC.

Nancy J. Gargula, U.S. Trustee for Region 13, appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Hearthstone Homes, Inc.   Frederick D.
Stehlik, Gross & Welch, P.C., L.L.O., represents the Committee.


HINKLE'S INTERSTATE: Case Summary & 4 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Hinkle's Interstate Tire, Inc.
        136 Truck Stop Way
        Jackson, GA 30233

Bankruptcy Case No.: 12-10884

Chapter 11 Petition Date: March 29, 2012

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

Debtor's Counsel: Ashley B. Brannen, Esq.
                  BRANNEN LAW GROUP, PC
                  7147 Jonesboro Road, Suite G
                  Morrow, GA 30260
                  Tel: (770) 474-0847
                  Fax: (770) 474-6078
                  E-mail: ashley@brannenlawfirm.com

                         - and -

                  Joseph Chad Brannen, Esq.
                  BRANNEN LAW GROUP, P.C.
                  7147 Jonesboro Road, Suite G
                  Morrow, GA 30260
                  Tel: (770) 474-0847
                  Fax: (770) 474-6078
                  E-mail: ashley@brannenlawfirm.com

Scheduled Assets: $1,822,000

Scheduled Liabilities: $1,610,388

The Company's list of its four largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/ganb12-10884.pdf

The petition was signed by Robert A. Hinkle, II, president.


HOSTESS BRANDS: Panel Seeks Discovery Over Exec Compensation
------------------------------------------------------------
Rachel Feintzeig, writing for Dow Jones Newswires, reports that
the official committee representing Hostess Brands Inc.'s
unsecured creditors alleges that information it has gathered
suggests "the possibility" that the company converted a chunk of
its top executives' pay from performance-based bonuses to salary
in the months leading up to its Chapter 11 filing, "at least in
part to sidestep" rules designed to ensure that companies in
bankruptcy aren't enticing their employees to stay on board with
the promise of cash.

The Committee has filed with the Bankruptcy Court a motion
pursuant to F.R.B.P. Rule 2004 seeking to compel discovery
concerning information regarding executive compensation.

The Committee also seeks entry of an order authorizing it to file
certain portions of the 2004 Motion under seal and to redact
information to the extent that the Court determines the
information is properly designated as confidential commercial
information and properly sealed under 11 U.S.C. Section 107(b) and
F.R.B.P. Rule 9018.

                      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: Seeks Extension of Exclusivity Periods
------------------------------------------------------
Hostess Brands, Inc. and its five domestic direct and indirect
subsidiaries ask the Bankruptcy Court for an order (a) extending
the period during which the Debtors have the exclusive right to
file a chapter 11 plan or plans by 90 days, through and including
Aug. 8, 2012; and (b) extending the period during which the
Debtors have the exclusive right to solicit acceptances of the
Plan through and including Oct. 7, 2012, or approximately 60 days
after the expiration of the Exclusive Filing Period, as extended.

The Debtors said they are focused on implementing a restructuring
that maximizes value for stakeholders and ensures a viable company
post-emergence.  Since the Petition Date, the Debtors have taken a
number of critical steps to promote their reorganization.

The Debtors had developed a comprehensive turnaround plan, which
requires the Debtors, among other things, to modify certain
aspects of their collective bargaining agreements, including the
Debtors' obligations with respect to health and welfare plans,
work rules and multi-employer pension plans.  Other features of
the Turnaround Plan are not labor related, such as modernizing the
Debtors' vehicle fleet, restructuring the Debtors' retail outlet
stores, reducing selling, general and administrative costs and
increasing the efficiency of various operational activities.

After being appointed on March 9, 2012, the Debtors' new chief
executive officer, Greg Rayburn, immediately began the process of
reviewing and modifying the Turnaround Plan.  The Debtor expects
the modified Turnaround Plan to be finalized by April 6.  Once the
modified Turnaround Plan is finalized, it will be provided to the
Debtors' key stakeholders, which have already reviewed the
Turnaround Plan.  The Turnaround Plan will provide the foundation
for any plan.

To implement the Turnaround Plan, the Debtors also said they must,
among other things, achieve certain modifications to the CBAs.
The vast majority of the Debtors' unionized workforce are members
of either the International Brotherhood of Teamsters National
Negotiating Committee, and the Bakery, Confectionery Tobacco and
Grain Workers International Union.  For several months, the
Debtors have been engaged in negotiations with the IBT and the
BCT, and the Debtors have filed a motion to reject the CBAs and
modify certain retiree benefit obligations.  The Debtors said they
continue to bargain in good faith with the IBT and BCT and are
hopeful that a consensual resolution can be reached.  In the event
that the negotiations do not yield favorable results, however, a
trial on the Motion is currently scheduled to take place beginning
April 17.

The Debtors also are currently negotiating with their other 10
unions to obtain relief similar to that which is sought in the
Motion.  Resolution of all of these matters is necessary before
the Debtors can formulate a Chapter 11 Plan.

The Debtors also disclosed they have begun searching for investors
interested in providing necessary financing for the Debtors'
Chapter 11 Plan process.  The Debtors have reached out to 41
potential investors, 14 of whom executed confidentiality
agreements and began due diligence.  The Debtors received the
first round of proposals on Feb. 27, 2012.  The second round of
proposals are expected during the week of May 7, 2012.

The Debtors require additional time to complete this process
before a plan of reorganization can be formulated.

The Debtors also said they have begun a parallel process to pursue
a sale of their assets as a failsafe in the event that the
modifications to their CBAs cannot be achieved.

The Debtors also said their postpetition lenders also have agreed
to extend deadlines, or milestones, with respect to the progress
of the CBA Motion.  The lenders have been modified to provide for
an extended schedule which currently requires filing of a plan no
sooner than June 1, 2012.  This change, the Debtors said,
recognizes that a plan cannot sensibly proceed until the Debtors
progress on their labor and new capital initiatives.

Currently, the Exclusive Filing Period expires May 10, 2012, and
the Exclusive Solicitation Period expires July 9, 2012.

The Debtors employ 19,000 employees of which 83% are members of 12
different unions, subject to 372 CBAs.

The Court will hold a hearing on the Debtors' request for
extension on April 17 at 10:00 a.m.  Responses to the extension
request are due April 10.

                      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.


INNER CITY MEDIA: Entercom to Buy Station for $25 Million
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that secured lenders for Inner City Media Corp., the
largest privately-owned African-American radio broadcaster in the
U.S., in substance found a radio station operator to take one of
the stations off their hands for $25 million.

The report recounts that after there were no competing bids at
auction, the bankruptcy judge in February authorized selling the
stations to secured lenders Yucaipa Cos. and Fortress Investment
Group LLC in exchange for debt.  The sale to the lenders hasn't
been completed.

According to the report, there is now a contract to sell
KBLX-FM in Berkeley, California, for $25 million to Entercom
Communications Corp.  If the bankruptcy judge goes along with the
idea, the sale to Entercom will be approved without an auction at
an April 19 hearing.

The original sale called for the lenders to pay an additional
$2.75 million for trademarks and other intellectual property.

                         About Inner City

On Aug. 23, 2011, affiliates of Yucaipa and CF ICBC LLC, Fortress
Credit Funding I L.P., and Drawbridge Special Opportunities Fund
Ltd., signed involuntary Chapter 11 petitions for Inner City Media
Corp. and its affiliates (Bankr. S.D.N.Y. Case Nos. 11-13967 to
11-13979) to collect on a $254 million debt.

The Petitioning Creditors are party to the senior secured credit
Facility pursuant to which they (or their predecessors in
interest) extended $197 million in loans to the Alleged Debtors to
be used for general corporate purposes.  More than two years ago,
the Alleged Debtors defaulted under the Senior Secured Credit
Facility, and in any event the entire amount of principal and
accrued and unpaid interest and fees became immediately due and
payable on Feb. 13, 2010.

Inner City Media's affiliates subject to the involuntary Chapter
11 are ICBC Broadcast Holdings, Inc., Inner-City Broadcasting
Corporation of Berkeley, ICBC Broadcast Holdings-CA, Inc., ICBC-
NY, L.L.C., ICBC Broadcast Holdings-NY, Inc., Urban Radio, L.L.C.,
Urban Radio I, L.L.C., Urban Radio II, L.L.C., Urban Radio III,
L.L.C., Urban Radio IV, L.L.C., Urban Radio of Mississippi,
L.L.C., and Urban Radio of South Carolina, L.L.C.

Judge Shelley C. Chapman granted each of Inner City and its debtor
affiliates relief under Chapter 11 of the United States Code.  The
decision came after considering the involuntary petitions, and the
Debtors' answer to involuntary petitions and consent to entry of
order for relief and reservation of rights.

Attorneys for Yucaipa Corporate Initiatives Fund II, L.P. and
Yucaipa Corporate Initiatives (Parallel) Fund II, L.P. are John J.
Rapisardi, Esq., and Scott J. Greenberg, Esq., at Cadwalader,
Wickersham & Taft LLP.  Attorneys for CF ICBC LLC, Fortress Credit
Funding I L.P., and Drawbridge Special Opportunities Fund Ltd. are
Adam C. Harris, Esq., and Meghan Breen, Esq., at Schulte Roth &
Zabel LLP.

Akin Gump Strauss Hauer & Feld LLP serves as the Debtors' counsel.

Rothschild Inc. serves as the Debtors' financial advisors and
investment bankers.  GCG Inc. serves as the Debtors' claims agent.

The United States Trustee said that an official committee under 11
U.S.C. Sec. 1102 has not been appointed in the bankruptcy case of
Inner City Media because an insufficient number of persons holding
unsecured claims against the Debtor has expressed interest in
serving on a committee.


JAMES QUINLAN: Court Directs Changes to Plan Outline
----------------------------------------------------
Bankruptcy Judge Thomas J. Tucker issued another order, dated
March 28, directing James Bonnell Quinlan and Margaret Ann Loomis
to file amendments to the disclosure statement explaining their
bankruptcy-exit plan.  On March 27, 2012, the Debtors filed an
amended plan and disclosure statement in response to a prior Court
order, but Judge Tucker said he cannot grant preliminary approval
of the disclosure statement, citing defects.  The amendments were
due April 2.  A copy of the March 28, 2012 Order is available at
http://is.gd/3x43Khfrom Leagle.com.

James Bonnell Quinlan and Margaret Ann Loomis filed for Chapter 11
bankruptcy (Bankr. E.D. Mich. Case No. 11-64276) on Sept. 13,
2011.


JAMES RIVER: Moody's Affirms 'B3' CFR'; Outlook Negative
--------------------------------------------------------
Moody's Investors Service changed the rating outlook for James
River Coal Company ("JRCC") to negative from stable. At the same
time, Moody's affirmed the company's B3 corporate family rating
(CFR) and SGL-3 speculative grade liquidity rating, indicating an
adequate liquidity position. The negative outlook is prompted by
prospects for lowered earnings and modestly negative free cash
flow in 2012, and Moody's belief that combination of high mining
costs and softening coal prices in Central Appalachia contributes
to increased uncertainty in the company's performance beyond the
near term.

Ratings Rationale

The B3 CFR is principally constrained by a high cost position,
high leverage, meaningful decrease in thermal coal prices, and
likelihood of margin compression in thermal coal business as
existing contracts roll off over the next year. The ratings also
consider relatively high thermal coal inventories and generally
stagnant coal demand at the power utilities. The ratings are
supported by JRCC's metallurgical coal production, overall reserve
position, robust cash balance, operational diversity within
Central Appalachia, and greater access to export markets after the
International Resource Partners acquisition. The B3 CFR also
importantly reflects JRCC's favorable and highly contracted
position in 2012.

The negative outlook reflects the possibility that low natural gas
prices, high inventories of both natural gas and thermal coal, and
unusually warm weather could continue to pressure thermal coal
prices. The combination of low coal prices and lower demand from
utilities could transpire and disallow JRCC's 2013 contracted
position from being favorable since the per ton cash costs remain
at least $10-15 higher than the spot price of Central Appalachian
thermal coal for most of the company's mines.

The ratings could be downgraded if the softness in thermal coal
prices continues much beyond summer 2012, coal inventories at the
utilities do not deplete to closer to the historical average range
of 140-160 million tons in 2012, production costs escalate further
at JRCC's mines, or met coal demand or prices slump unexpectedly.
Ratings could also be downgraded if Moody's expects an increase in
leverage above 7 times or reduction in liquidity (cash plus
revolver availability) below $100 million for more than two
consecutive quarters. However, the outlook could be changed back
to stable if the coal prices approach mid $70/ton range, the
company contracts majority of its 2013 expected production volume
above cash costs, and Moody's expects liquidity to be maintained
above $150 million over the intermediate term.

Ratings affirmed are:

Corporate Family Rating at B3

Probability of Default Rating at B3

Senior Unsecured Notes due 2019, to B2 (LGD3, 34%) from B2
(LGD3, 36%)

Speculative grade liquidity rating at SGL-3.

Outlook action:

Changed to negative from stable.

The principal methodology used in rating James River Coal Company
was the Global Mining Industry Methodology published in May 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.

James River Coal Company, based in Richmond, Virginia, currently
operates 36 mines across eight coal mining complexes in Central
Appalachia and the Illinois Basin. In 2011, JRCC acquired
International Resource Partners. The company controls 362.8
million tons of proven and probable coal reserves. Revenues were
approximately $1,178 million for 2011.


JEFFERSON COUNTY, AL: Opposes Assured Guaranty Lawsuit
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Jefferson County, Alabama, and JPMorgan Chase Bank NA
locked arms in opposition to a request by Assured Guaranty
Municipal Corp. for permission to continue a lawsuit in New York
against JPMorgan.  The bankruptcy judge in Birmingham, Alabama
will rule on the dispute at an April 16 hearing.

The report relates that Assured, which guaranteed some of
Jefferson County's $3.1 billion in defaulted sewer bonds, filed
the New York lawsuit contending it was fraudulently induced into
insuring the bonds.  JPMorgan in turn sued the county for
indemnification.  Assured filed papers in February asking the
bankruptcy judge to rule that bankruptcy doesn't automatically
halt the suit against JPMorgan.  Both the New York-based bank and
the county disagree.  The bank and the county both say the lawsuit
inextricably involves the county and gives rise to liability on
the county's part whether or not it's directly involved in the
lawsuit.

                      About Jefferson County

Jefferson County has its seat in Birmingham, Alabama.  It has a
population of 660,000.

Jefferson County filed a bankruptcy petition under Chapter 9
(Bankr. N.D. Ala. Case No. 11-05736) on Nov. 9, 2011, after an
agreement among elected officials and investors to refinance
$3.1 billion in sewer bonds fell apart.

John S. Young Jr. LLC was appointed as receiver by Alabama Circuit
Court Judge Albert Johnson in September 2010.

Jefferson County's bankruptcy represents the largest municipal
debt adjustment of all time.  The county said that long-term debt
is $4.23 billion, including about $3.1 billion in defaulted sewer
bonds where the debt holders can look only to the sewer system for
payment.

The county said it would use the bankruptcy court to put a value
on the sewer system, in the process fixing the amount bondholders
should be paid through Chapter 9.

Judge Thomas B. Bennett presides over the Chapter 9 case.  Lawyers
at Bradley Arant Boult Cummings LLP and Klee, Tuchin, Bogdanoff &
Stern LLP, led by Kenneth Klee, represent the Debtor as counsel.
Kurtzman Carson Consultants LLC serves as claims and noticing
agent.  Jefferson estimated more than $1 billion in assets.  The
petition was signed by David Carrington, president.

The bankruptcy judge in January 2012 ruled that the state court-
appointed receiver for the sewer system largely lost control as a
result of the bankruptcy. Before deciding whether Jefferson County
is eligible for Chapter 9, the bankruptcy judge will allow the
Alabama Supreme Court to decide whether sewer warrants are the
equivalent of "funding or refunding bonds" required under state
law before a municipality can be in bankruptcy.

U.S. District Judge Thomas B. Bennett ruled in March 2012 that
Jefferson County is eligible under state law to pursue a debt
restructuring under Chapter 9.  Holders of more than $3 billion in
defaulted sewer debt had challenged the county's right to be in
Chapter 9.


JEFFERSON COUNTY, AL: Jail Bondholders Paid From Reserve
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that holders of $86.75 million in warrants issued by the
Jefferson County, Alabama, Public Building Authority will receive
their $6.2 million payment of principal and interest due April 2,
although not from rent paid by the county.  The county previously
said it wouldn't make the $6.2 million payment on the lease for a
newly constructed jail and courthouse expansion.  Bondholders are
only entitled to payment from rent the county pays the Authority
on the lease for the facilities.  The jail never opened for lack
of operating funds in the county budget.

According to the report, there was about $8 million in a reserve
account for the warrants.  On April 2, the bankruptcy judge in
Birmingham granted the county's emergency request to allow use of
$6.2 million to cover the April 2 payment.  The county is in
default by failing to make the $6.2 million lease payment that was
due March 28.
The warrants for the jail and courthouse are guaranteed by Ambac
Assurance Corp., the county said.

                   About Jefferson County

Jefferson County has its seat in Birmingham, Alabama.  It has a
population of 660,000.

Jefferson County filed a bankruptcy petition under Chapter 9
(Bankr. N.D. Ala. Case No. 11-05736) on Nov. 9, 2011, after an
agreement among elected officials and investors to refinance
$3.1 billion in sewer bonds fell apart.

John S. Young Jr. LLC was appointed as receiver by Alabama Circuit
Court Judge Albert Johnson in September 2010.

Jefferson County's bankruptcy represents the largest municipal
debt adjustment of all time.  The county said that long-term debt
is $4.23 billion, including about $3.1 billion in defaulted sewer
bonds where the debt holders can look only to the sewer system for
payment.

The county said it would use the bankruptcy court to put a value
on the sewer system, in the process fixing the amount bondholders
should be paid through Chapter 9.

Judge Thomas B. Bennett presides over the Chapter 9 case.  Lawyers
at Bradley Arant Boult Cummings LLP and Klee, Tuchin, Bogdanoff &
Stern LLP, led by Kenneth Klee, represent the Debtor as counsel.
Kurtzman Carson Consultants LLC serves as claims and noticing
agent.  Jefferson estimated more than $1 billion in assets.  The
petition was signed by David Carrington, president.

The bankruptcy judge in January 2012 ruled that the state court-
appointed receiver for the sewer system largely lost control as a
result of the bankruptcy. Before deciding whether Jefferson County
is eligible for Chapter 9, the bankruptcy judge will allow the
Alabama Supreme Court to decide whether sewer warrants are the
equivalent of "funding or refunding bonds" required under state
law before a municipality can be in bankruptcy.

U.S. District Judge Thomas B. Bennett ruled in March 2012 that
Jefferson County is eligible under state law to pursue a debt
restructuring under Chapter 9.  Holders of more than $3 billion in
defaulted sewer debt had challenged the county's right to be in
Chapter 9.


JK RENTALS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: JK Rentals, LTD
        P.O. Box 1374
        Buchanan, GA 30113

Bankruptcy Case No.: 12-10931

Chapter 11 Petition Date: April 2, 2012

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

Judge: W. Homer Drake

Debtor's Counsel: Ian M. Falcone, Esq.
                  THE FALCONE LAW FIRM, P.C.
                  363 Lawrence Street
                  Marietta, GA 30060
                  Tel: (770) 426-9359
                  E-mail: attorneys@falconefirm.com

Scheduled Assets: $1,636,700

Scheduled Liabilities: $3,400,457

The Company's list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/ganb12-10931.pdf

The petition was signed by Joseph Kelly, president.


JOHN CHAPMAN: Capital Bank Suit Details Settlement Talks
--------------------------------------------------------
Brian Reisinger, staff reporter at the Nashville Business Journal,
reports Capital Bank filed a lawsuit April 2 detailing past
negotiations to resolve loans by John "Chappy" Chapman, the owner
of Chappy's restaurant.

According to the report, Capital Bank acquired interest in the
loan when it purchased GreenBank in a string of deals acquiring
troubled lenders.  Mr. Chapman's debt was at one time nearly $1.7
million.  The lawsuit says Mr. Chapman has been in default dating
all the way back to fall 2010.

The report notes Mr. Chapman lost his lake home in addition to the
restaurant (which he's still operating) and filed for Chapter 11
bankruptcy protection.  Mr. Chapman alleges he was a victim of
"predatory lending".

According to the report, Capital Bank has declined comment, but
the suit sheds light on its perspective on the matter: Mr. Chapman
is a borrower who has repeatedly failed to meet his obligations,
plain and simple.

Reached by phone, Mr. Chapman told the Business Journal the bank
was leading him along "only to fritter away what could have helped
solve the matter."  Both the lake house and the restaurant, he
said, went for far less than he'd seen them appraised for --
leaving him with the impression that the bank was looking to suck
him dry and move on, not renegotiate terms so he could ultimately
pay, the report says.

John Chapman filed for Chapter 11 protection (Bankr. M.D. Tenn.
Case No. 11-02435) on March 10, 2011.

The Nashville Business Journal notes nearly $1 million that Mr.
Chapman borrowed from the U.S. Small Business Administration has
also been in play, and Mr. Chapman sought bankruptcy protection
while trying to get time from the lender.  The filing was
dismissed, however, after an agreement was struck between the
parties.

The Business Journal reported in February 2012 that the property
that houses Cajun restaurant Chappy's sold at a foreclosure
auction Feb. 13 for $1.3 million.  According to the report,
Dialysis Clinic Inc. purchased the 0.8 of an acre property at the
southeast corner of Church Street and 18th Avenue.  Dialysis was
the only bidder following an initial offer from lender GreenBank,
according to Grant Hammond a real estate broker who attended the
auction on behalf of an interested buyer.  In 2007, the property
sold for $2.8 million, according to the Business Journal.


JONES SODA: Peterson Sullivan Raises Going Concern Doubt
--------------------------------------------------------
Jones Soda Co. filed its annual report on Form 10-K for the fiscal
year ended Dec. 31, 2011.

Peterson Sullivan LLP, in Seattle, Washington, expressed
substantial doubt about Jones Soda's ability to continue as a
going concern.  The independent auditors noted that the Company
has experienced recurring losses from operations and negative cash
flows from operating activities.

The Company reported a net loss of $7.1 million on $17.4 million
of revenue for 2011, compared with a net loss of $6.1 million on
$17.5 million of revenue for 2010.

The Company's balance sheet at Dec. 31, 2011, showed $7.7 million
in total assets, $3.3 million in total liabilities, and
stockholders' equity of $4.4 million.

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

                       http://is.gd/wbcENq

Seattle, Washington-based Jones Soda Co. develops, produces,
markets and distributes premium beverages.




KH FUNDING: Alfa Realty OK'd as Listing Agent, Real Estate Broker
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland authorized
KH Funding Company to employ Alfa Realty, Inc. as listing agent
and real estate broker.

As reported in the Troubled Company Reporter on Nov. 17, 2011,
pursuant to a Plan of Liquidation, the Debtor will sell assets
including the real properties owned by the Debtor.

Alfa Realty is the listing broker for 3935 Southmont Drive,
Montgomery, Alabama.  The property was listed with Alfa Realty for
542 days and has been shown approximately 8 times.  Alfa Realty
was able to find a buyer, John D. Hall, who is ready, willing and
able to purchase the property for $3,500, which the Debtor
believes is the fair value of the property.

Linda Marshall of Alfa Realty is the listing agent.  The original
agreed to commission for the property was $2,000, but Alfa Realty
agreed to reduce the commission to $1,500 to enable the Debtor to
receive a greater share of the sale proceeds.  Ms. Marshall of
Alfa Realty was the agent for both the buyer and the Debtor for
the proposed sale of the Property.

On Oct. 20, 2011, the Debtor requested for authorization to sell
real property located at 3935 Southmont Drive, Montgomery,
Alabama.  The Debtor required the services of Alfa Realty to
market the property.

To the best of the Debtor's knowledge, Alfa Realty is a
"disinterested persons" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                      About KH Funding Company

Silver Spring, Maryland-based KH Funding Company is a Maryland
corporation whose business activities consisted primarily of
originating, acquiring, and servicing mortgage loans.
Specifically, KH Funding originated commercial real estate
mortgage loans and investment property residential mortgage loans
and also purchased residential first and second mortgage loans
from other lenders.  These lending activities have been
concentrated primarily in the greater Washington, D.C. and
Baltimore areas.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Md. Case No. 10-37371) on Dec. 3, 2010.  Lawrence Coppel, Esq., at
Gordon Feinblatt Rothman Hoffberger & Hollander, LLC, in
Baltimore, Maryland, serves as the Debtor's bankruptcy counsel.
The Debtor estimated its assets and debts at $10 million to $50
million.

W. Clarkson McDow, Jr., United States Trustee for Region 4,
appointed seven creditors to serve on the Official Committee of
Unsecured Creditors.  The Committee is represented by Bradford J.
Sandler, Esq., at Pachulski Stang Ziehl & Jones LLP, and lawyers
at McGuireWoods LLP as co-counsel.  The Committee has tapped BDO
Consulting, a division of BDO USA, LLP, as its financial advisor.

The Troubled Company Reporter on Oct. 3, 2011, outlined the terms
of the Joint Liquidation Plan filed by KH Funding and the
Committee.  The Plan provides that the Debtor's assets will be
liquidated in an orderly manner, including sales of real property
owned by the Debtor.


KH FUNDING: Liquidation Plan Confirmation Hearing Set for Today
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland will
convene a hearing today, April 5, 2012, at 10:30 a.m., to consider
the confirmation of the Second Amended Plan of Liquidation
proposed by KH Funding Company and the Official Committee of
Unsecured Creditors.  Ballots and objections to the Plan
confirmation were due March 29.

According to the Second Amended Disclosure Statement dated Feb. 9,
2012, the Plan calls for an orderly liquidation of all of the
assets of KH Funding over a 12 to 24 month time-frame with the
goal of maximizing the assets' fair market value.  KH Funding and
the Committee believe that the value of KH Funding's assets can be
best maximized through an orderly liquidation as opposed to an
immediate sale of the assets by a Chapter 7 trustee.

Subject to the Court's approval, the Plan Administrator will be
BDO Consulting.  BDO has been serving in the case as the financial
advisor for the Committee and, as a result, is familiar with the
assets and liabilities of KH Funding.

Under the supervision and direction of the Plan Administrator, KH
Funding will reduce the assets to cash, and the cash will be
distributed periodically to Holders of Allowed Claims in
accordance with the provisions of Articles 4 and 6 of the Plan.

Under the Plan, secured creditors will be paid the value of the
property securing their respective claims.  Any deficiency will be
an unsecured claim (unless previously waived) which will share pro
rata with other unsecured creditors.

Creditors holding Series 3 and Series 4 Notes, together with
other unsecured creditors, will be paid a pro rata amount from
funds available to the Plan Administrator after payment of
administrative expenses and any claims which have a higher
priority in payment such as tax claims.  KH Funding and the
Committee estimate that unsecured creditors will be paid between
10% and 15% of the amount of their claims.  However, distributions
to Series 3 and Series 4 Note creditors will be reduced by the
fees and expenses of the Series 3 Trustee and Series 4 Trustee.
The amount of any fees and expenses is not known by KH Funding or
the Committee.

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/KH_FUNDING_ds_2ndamended.pdf

                     U.S. Trustee's Objection

W. Clarkson McDow, Jr., the U.S. Trustee for Region 4 objected to
the proposed Amended Disclosure Statement stating that it does not
contain "adequate information" that would enable a creditor or
hypothetical investor to make an informed judgment about the Plan.
The Disclosure Statement is defective because: (1) it does not
provide adequate or understandable information to the consumers
who will be voting to accept or reject the Plan; and (2) the
financial information provided remains deficient and the proposed
Plan does not appear to be feasible.

                      About KH Funding Company

Silver Spring, Maryland-based KH Funding Company is a Maryland
corporation whose business activities consisted primarily of
originating, acquiring, and servicing mortgage loans.
Specifically, KH Funding originated commercial real estate
mortgage loans and investment property residential mortgage loans
and also purchased residential first and second mortgage loans
from other lenders.  These lending activities have been
concentrated primarily in the greater Washington, D.C. and
Baltimore areas.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Md. Case No. 10-37371) on Dec. 3, 2010.  Lawrence Coppel, Esq., at
Gordon Feinblatt Rothman Hoffberger & Hollander, LLC, in
Baltimore, Maryland, serves as the Debtor's bankruptcy counsel.
The Debtor estimated its assets and debts at $10 million to $50
million.

W. Clarkson McDow, Jr., United States Trustee for Region 4,
appointed seven creditors to serve on the Official Committee of
Unsecured Creditors.  The Committee is represented by Bradford J.
Sandler, Esq., at Pachulski Stang Ziehl & Jones LLP, and lawyers
at McGuireWoods LLP as co-counsel.  The Committee has tapped BDO
Consulting, a division of BDO USA, LLP, as its financial advisor.

The Troubled Company Reporter on Oct. 3, 2011, outlined the terms
of the Joint Liquidation Plan filed by KH Funding and the
Committee.  The Plan provides that the Debtor's assets will be
liquidated in an orderly manner, including sales of real property
owned by the Debtor.


KH FUNDING: Can Hire Stegman to Prepare December 2011 Tax Returns
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland authorized
the continued employment of Stegman & Company as accountants for
KH Funding Company.

The Debtor would like Stegman to prepare its federal and state tax
returns for the year ended Dec. 31, 2011.

The Debtor related that on June 7, 2011, the Debtor requested for
Court approval to employ Stegman to perform accounting services
relating to the preparation of tax returns and reports.

At the time, the Debtor anticipated that Stegman would be engaged
to prepare the Debtor's federal and state tax returns for the year
ended Dec. 31, 2010.  As a result, the Application stated that the
estimated fee for Stegman's services would be approximately
$12,500.

To the best of the Debtor's knowledge, Stegman represents or holds
no interest adverse to the Debtor or to the estate and is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                      About KH Funding Company

Silver Spring, Maryland-based KH Funding Company is a Maryland
corporation whose business activities consisted primarily of
originating, acquiring, and servicing mortgage loans.
Specifically, KH Funding originated commercial real estate
mortgage loans and investment property residential mortgage loans
and also purchased residential first and second mortgage loans
from other lenders.  These lending activities have been
concentrated primarily in the greater Washington, D.C. and
Baltimore areas.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Md. Case No. 10-37371) on Dec. 3, 2010.  Lawrence Coppel, Esq., at
Gordon Feinblatt Rothman Hoffberger & Hollander, LLC, in
Baltimore, Maryland, serves as the Debtor's bankruptcy counsel.
The Debtor estimated its assets and debts at $10 million to $50
million.

W. Clarkson McDow, Jr., United States Trustee for Region 4,
appointed seven creditors to serve on the Official Committee of
Unsecured Creditors.  The Committee is represented by Bradford J.
Sandler, Esq., at Pachulski Stang Ziehl & Jones LLP, and lawyers
at McGuireWoods LLP as co-counsel.  The Committee has tapped BDO
Consulting, a division of BDO USA, LLP, as its financial advisor.

The Troubled Company Reporter on Oct. 3, 2011, outlined the terms
of the Joint Liquidation Plan filed by KH Funding and the
Committee.  The Plan provides that the Debtor's assets will be
liquidated in an orderly manner, including sales of real property
owned by the Debtor.


KV PHARMACEUTICAL: Agrees to Indemnify Executives
-------------------------------------------------
K-V Pharmaceutical Company, on April 2, 2012, entered into
Indemnification Agreements with: Gregory J. Divis, president and
chief executive officer of the Company; Patrick J. Christmas, vice
president, general counsel and secretary of the Company; and Scott
E. Goedeke, senior vice president, Commercial of Ther-Rx
Corporation, a subsidiary of the Company.

At a Board of Directors meeting held on March 27, 2012, the
Company's Board of Directors approved the recommendation, made at
the discretion of its Compensation Committee, that the Company
grant annual cash incentives in respect of fiscal 2012 performance
to Gregory J. Divis, President and Chief Executive Officer of the
Company, in the amount of $130,000, and to Thomas S. McHugh, Chief
Financial Officer and Treasurer of the Company, in the amount of
$65,000.  Also in accordance with the recommendation of the
Compensation Committee, the Board of Directors elected to increase
the annual base salary of Mr. McHugh to $309,000.  Mr. Divis and
Mr. McHugh were also awarded options to purchase Class A Common
Stock of the Company at an exercise price of $1.32 per share, the
closing price on the effective date of the grants, in the amounts
100,000 and 35,000 shares, respectively, with such awards vesting
in three equal annual installments.

                 About KV Pharmaceutical Company

KV Pharmaceutical Company (NYSE: KVa/KVb) --
http://www.kvpharmaceutical.com/-- is a fully integrated
specialty pharmaceutical company that develops, manufactures,
markets, and acquires technology-distinguished branded and
generic/non-branded prescription pharmaceutical products.  The
Company markets its technology distinguished products through
ETHEX Corporation, a subsidiary that competes with branded
products, and Ther-Rx Corporation, the company's branded drug
subsidiary.

KV Pharmaceutical has not timely filed its Form 10-K for the year
ended March 31, 2010 and its Form 10-Qs for the subsequent
quarterly periods.  The Company's independent accounting firm,
KPMG, resigned on June 25, 2010, and the Company has tapped BDO
USA, LLP, to audit the fiscal 2010 financial statements.  The Form
10-Q for the quarter ended June 30, 2010, was only filed March 10,
2011.

The Company was not able to complete its Form 10-Q for the three-
and six-month periods ended Sept. 30, 2011, by the filing deadline
of Nov. 9, 2011, without unreasonable effort and expense.  The
Company expects to file this Form 10-Q with the SEC as soon as
practicable after filing the amended filings, and, in any case,
within five days of those filings.

KPMG LLP, in St. Louis, Missouri, expressed substantial doubt
about K-V Pharmaceutical's ability to continue as a going concern.
The independent auditors noted that the Company has suspended the
shipment of all products manufactured by it and must comply with a
consent decree with the FDA before approved products can be
reintroduced to the market.  Significant negative impacts on
operating results and cash flows from these actions including the
potential inability of the Company to raise capital; suspension of
manufacturing; significant uncertainties related to litigation and
governmental inquiries; and debt covenant violations.

The Company's balance sheet at of March 31, 2011, showed
$564.70 million in total assets, $942.50 million in total
liabilities and a $377.80 million total shareholders' deficit.

The Company reported a net loss of $271.70 million on
$27.30 million of net revenues for the year ended March 31, 2011,
compared with a net loss of $283.60 million on $9.10 million of
net revenues during the prior year.


LANDAMERICA FINANCIAL: Trustee Seeks Approval of Lloyd's Accord
---------------------------------------------------------------
Amanda Bransford at Bankruptcy Law360 reports that LandAmerica
Financial Group Inc.'s trustee asked a Virginia bankruptcy judge
Monday to approve a second stab at a settlement of almost
$38 million with Lloyd's of London underwriters, saying that other
parties' objections to the deal have been resolved.

                     About LandAmerica Financial

LandAmerica Financial Group, Inc., provided real estate
transaction services with offices nationwide and a vast network of
active agents.  LandAmerica Financial Group and its affiliate
LandAmerica 1031 Exchange Services Inc. filed for Chapter 11
protection (Bankr. E.D. Va. Lead Case No. 08-35994) on Nov. 26,
2008.  Attorneys at Willkie Farr & Gallagher LLP and McGuireWoods
LLP served as co-counsel.  Zolfo Cooper served as restructuring
advisor.  Epiq Bankruptcy Solutions served as claims and notice
agent.

Attorneys at Akin Gump Strauss Hauer & Feld LLP and Tavenner &
Beran PLC served as counsel to the Creditors Committee of 1031
Exchange.  Bingham McCutchen LLP and LeClair Ryan served as
counsel to the Creditors Committee of LFG.

In its bankruptcy petition, LFG reported total assets of
$3.325 billion and total debts of $2.839 billion as of Sept. 30,
2008.

On March 6, 2009, March 27, 2009, March 31, 2009, July 17, 2009,
Oct. 12, 2009, and Nov. 4, 2009, various LFG affiliates --
LandAmerica Assessment Corporation, LandAmerica Title Company,
Southland Title Corporation, Southland Title of Orange County,
Southland Title of San Diego, LandAmerica Credit Services, Inc.,
Capital Title Group, Inc., and LandAmerica OneStop Inc. -- also
commenced voluntary Chapter 11 cases.  The Chapter 11 cases of
LFG, LES, and the LFG Affiliates are jointly administered under
case number 08-35994.

LandAmerica filed a Joint Plan of Liquidation on Sept. 9, 2009.
The Court on Nov. 23, 2009, entered an order confirming the Joint
Chapter 11 Plan of LFG and its Affiliated Debtors, dated Nov. 16,
2009, as to all Debtors other than OneStop.  The effective date
with respect to the Plan was Dec. 7, 2009.  Plan trustees were
appointed for LFG and LES.


LBI MEDIA: Moody's Cuts CFR/PDR to 'Caa2'; Outlook Negative
-----------------------------------------------------------
Moody's Investors Service downgraded LBI Media, Inc.'s Corporate
Family Rating (CFR) and Probability-of-Default Rating (PDR) each
to Caa2 from Caa1 and downgraded debt instruments accordingly. The
downgrades follow the company's earnings release for the 4th
quarter of 2011 and reflect weakened liquidity, revenue and EBITDA
declines for radio stations compounded by EBITDA declines for
television operations, and Moody's view that LBI's capital
structure is unsustainable. The rating outlook was changed to
Negative from Stable.

Downgrades:

Issuer: LBI Media, Inc.

  Corporate Family Rating: Downgraded to Caa2 from Caa1

  Probability of Default Rating: Downgraded to Caa2 from Caa1

    $220 Million 9.25% Senior Secured 1st Lien Notes due April
    2019: Downgraded to B3, LGD2 -- 27% from B2, LGD3 -- 31%

    $228.8 Million 8.5% Senior Subordinated Notes due August
    2017: Downgraded to Caa3, LGD5 -- 75% from Caa2, LGD5 -- 81%

Outlook Actions:

    Outlook, Changed To Negative From Stable

Ratings Rationale

The Caa2 CFR reflects Moody's view that the current capital
structure is unsustainable and liquidity is week. On April 2,
2012, LBI reported 4th quarter financial results which were well
below Moody's expectations for consolidated EBITDA and free cash
flow. Management attributed the decrease in radio revenue largely
to a drop in audience ratings for certain stations. In addition,
investments in television programming intended to increase
audience ratings contributed to operating losses for television
operations. More recently, consolidated EBITDA declines
accelerated in 4Q2011 and contributed to a 17% adjusted EBITDA
decline for radio operations for the 12 months ended December 2011
while television operations suffered a 45% decline in adjusted
EBITDA for FY2011, with all of the decline reported in 4Q2011.
Given the 22% decline in LBI's consolidated EBITDA and the $41
million increase in funded debt balances, as a result of the
1Q2011 issuance of the senior secured notes due 2019, debt-to-
EBITDA ratios have become unsustainable (approximately 17.2x as of
December 2011, including Moody's standard adjustments) and
interest coverage ratios have weakened (approximately 0.6x
EBITDA/Interest Expense). Ratings also reflect uncertainties
related to management's ability to stop deterioration in both the
radio and television segments and the potential for weak operating
performance to continue into the remainder of 2012 leading to
further strains on liquidity. Although the $50 million revolver
(unrated) was undrawn at FYE2011, approximately $5.4 million is
currently drawn and management expects outstandings to increase to
approximately $17.9 million in 2Q2012 given planned advances
earmarked to fund more than $12 million of interest payments due
in April 2012. The company stated that it is in the process of
selling two non-core radio stations which may bring in up to $3.1
million of cash, and other non-core assets are being reviewed for
divestiture. Despite management's efforts to restore audience
ratings for radio stations and despite investments in television
programming and expanded network reach, Moody's believes weakened
liquidity may require a restructuring of debt facilities over the
near term in the absence of a meaningful equity injection or asset
sales.

The negative outlook incorporates Moody's view that,
notwithstanding potential revenue growth for radio or television
operations over the rating horizon, financial leverage will remain
very high (debt-to-EBITDA ratios above 12x) and liquidity will
weaken further given the inability to generate positive free cash
flow in the near term and the eventual need to address the October
2013 maturity of the 11% senior discount notes at the holding
company ($41.8 million outstanding).

Ratings could be downgraded if the company fails to turn around
the revenue decline in the radio segment or fails to improve the
performance of the television operations resulting in continued
negative free cash flow or greater than 80% utilization of the
revolver commitment. Debt repurchases at a meaningful discount to
par value would be viewed as a distressed exchange and could also
result in a downgrade. Absent a meaningful equity injection or
significant asset sales, an upgrade is not likely given the
negative outlook.

The principal methodology used in rating LBI Media, Inc was the
Global Broadcast Industry Methodology published in June 2008.
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 Burbank, California, LBI Media, Inc. operates
Spanish-language broadcasting properties including 21 radio
stations (15 FM and 6 AM generating 47% of 2011 revenue) and 9
television stations plus the EstrellaTV Network (53% of 2011
revenue). EstrellaTV is a Spanish-language television broadcast
network that was launched in the fall of 2009. Through EstrellaTV,
the company is affiliated with television stations in 39 DMAs
comprising 78% of U.S. Hispanic television households. Jose
Liberman founded the company in 1987, together with his son,
Lenard Liberman. Shareholders include Jose Liberman (20%), Lenard
Liberman (41%), Oaktree Capital (26%) and Tinicum Capital (13%).
The dual class equity structure provides the Liberman's with 94%
of voting control between Jose Liberman (31%) and Lenard Liberman
(63%). Revenues for FY2011 totaled $117.5 million.


LEGAL XTRANET: Seeking Approval of Full-Payment Plan
----------------------------------------------------
Patrick Danner at My San Antonio reports a bankruptcy judge was
scheduled Tuesday to consider approval of Elumicor's
reorganization plan that would pay all creditors in full.

The report recounts that Elumicor filed for bankruptcy after AT&T
abruptly ended the parties' 10-year relationship in December 2010.
AT&T accounted for virtually all but a sliver of Elumicor's $5
million in revenue that year.  Elumicor sued AT&T to have a state
district judge decide what AT&T should pay to get its documents
back.  AT&T then accused Elumicor of holding its records "hostage"
for an "exorbitant ransom" and threatened to have Elumicor owner
Lisa McComb arrested for ignoring a court order giving it
"unfettered access" to its records.  Ms. McComb fired back,
claiming AT&T was trying to put Elumicor out of business.

Elumicor sought bankruptcy court protection to thwart a criminal
contempt action against Ms. McComb.

The report says AT&T and Elumicor have worked out their
differences.  Terms weren't disclosed, but AT&T got its documents
back.  Elumicor stored as many as 392 million pages of AT&T
documents, court papers indicate.  According to the report,
Elumicor apparently received payment from AT&T in October.  Ms.
McComb wouldn't say how much, but the cash on Elumicor's balance
sheet swelled from about $81,000 in September to almost $1.5
million in October.

The report relates only the Texas Comptroller of Public Accounts
has objected to Elumicor's reorganization plan.  It had filed a
roughly $945,500 claim against the bankruptcy estate for unpaid
sales and use tax.  However, an agreement is pending that would
remove the objection, according to Thomas Kelley, a spokesman for
the Texas attorney general's office.

The report states that Elumicor reported its liabilities as
$1.2 million as of last May.  Financial reports filed in the
bankruptcy case show Elumicor generated less than $3,000 in
revenue and posted a net loss of nearly $583,000 in the four
months from November to February.  According to the report, that
amount is far less than the 4 cents a page, or about $15.6
million, that Elumicor wanted to collect from AT&T to return its
documents.

The report notes Ms. McComb said Elumicor officials had been
concentrating on renegotiating contracts with software vendors to
reflect Elumicor's lower document volume because of the loss of
AT&T.  The company had to pay vendors to change the contracts, she
explained.

According to the report, with those negotiations complete, Ms.
McComb said her attention is now on building the business back up.
The company, which now has nine employees, has contracted with a
six-person sales force to recruit law firms, financial firms and
other companies as clients.  It currently has a "handful" of
customers, she said, but declined for privacy reasons to give the
names of any new ones.

Legal Xtranet, Inc., dba Elumicor, filed for Chapter 11 bankruptcy
(Bankr. W.D. Tex. Case No. 11-51042) on March 28, 2011, listing
under $1 million in both assets and debts.  A copy of its petition
is available at http://bankrupt.com/misc/txwb11-51042.pdf


LIGHTSQUARED INC: Bankruptcy Filing Among Options, Falcone Says
---------------------------------------------------------------
Greg Bensinger, writing for Dow Jones Newswires, reports that
hedge fund manager Phil Falcone said he is considering seeking
bankruptcy protection for his wireless network company
LightSquared Inc.

A bankruptcy filing is "one of the options I am considering," Mr.
Falcone said in an e-mail, according to Dow Jones, saying it's the
"best way" for him to maintain control of the company. "Spectrum
value does not decrease in bankruptcy," he said.

Dow Jones notes Mr. Falcone began amassing spectrum -- or rights
to use the nation's airwaves -- last decade in an ambitious plan
to build a nationwide, high-speed network from scratch. But the
plan hit a roadblock when the U.S. military and others complained
that the planned service would disrupt global positioning system
equipment.

Earlier this year, the Federal Communications Commission said it
planned to revoke a waiver allowing LightSquared to operate a
ground-based mobile network using airwaves designated for
satellite use.  The FCC said tests showed the network would
interfere with GPS signals.

Dow Jones notes LightSquared, backed by Mr. Falcone's Harbinger
Capital Partners hedge fund, is fighting the FCC by saying the
agency's testing was flawed.  Mr. Falcone said he didn't think a
bankruptcy filing would damage LightSquared's case with the FCC.

According to the report, Mr. Falcone said LightSquared has enough
cash to get through the year, and he had no timing in mind for a
possible bankruptcy filing.  Even in a bankruptcy, he said,
LightSquared lenders would continue to accrue interest.

Dow Jones also notes LightSquared cut nearly half its staff this
year to save costs and has halted construction of its network.
CEO Sanjiv Ahuja stepped down, and LightSquared is seeking a
replacement.  According to Dow Jones, former Nextel chief Tim
Donahue has been mentioned as a candidate for the CEO job.

Dow Jones also recounts LightSquared also parted ways last month
with Sprint Nextel Corp., which had agreed to share network
construction and operating costs with LightSquared over 15 years.


LIGHTSQUARED INC: Bank Debt Trades at 57% Off in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which LightSquared Inc.
is a borrower traded in the secondary market at 43.17 cents-on-
the-dollar during the week ended Friday, March 30, 2012, an
increase of 0.52 percentage points from the previous week
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  The Company pays F+1200 basis points to
borrow under the facility.  The bank loan matures on Oct. 1, 2014.
The loan is one of the biggest gainers and losers among 177 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                    About LightSquared Inc.

LightSquared Inc. -- http://www.lightsquared.com/-- operates an
open wireless broadband network company.

In February 2012, LightSquared's chief executive and an executive
vice president stepped down in the wake of a regulatory setback
that has forced the wireless venture to rethink its multibillion-
dollar strategy to roll out a new fourth-generation network.


The Federal Communications Commission said it would revoke a
waiver that would allow the company to use satellite airwaves for
a terrestrial network, citing concerns the network may interfere
with Global Positioning System signals.  The company received the
conditional FCC waiver last year and hoped to compete with AT&T
Inc., Verizon Wireless and others in selling wireless airwaves, or
spectrum, wholesale to wireless carriers.

Reuters reported in February that hedge fund manager Philip
Falcone is ruling out a bankruptcy filing for LightSquared even as
sources familiar with the matter said the company was seeking
restructuring advice.  Reuters also reported that two people
familiar with the matter said LightSquared has already hired
investment bank Moelis & Co. as a restructuring advisor.


LITHIUM TECHNOLOGY: Delays Form 10-K for 2011
---------------------------------------------
Lithium Technology Corporation requires additional time to
complete its annual financial statements and corresponding
narratives for management's discussion and analysis.  As a result
of these factors, the Company has been unable to complete and file
its Form 10-K for the period ended Dec. 31, 2011, without
unreasonable effort and expense.

                      About Lithium Technology

Plymouth Meeting, Pa.-based Lithium Technology Corporation is a
mid-volume production stage company that develops large format
lithium-ion rechargeable batteries to be used as a new power
source for emerging applications in the automotive, stationary
power, and national security markets.

The Company reported a net loss of $7.25 million on $6.35 million
of products and services sales for the year ended Dec. 31, 2010,
compared with a net loss of $10.51 million on $7.37 million of
product and services sales during the prior year.

The Company reported a net loss of $12.26 million on $6.06 million
of total revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $5.52 million on $4.51 million of
total revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $8.83
million in total assets, $35.09 million in total liabilities and a
$26.26 million total stockholders' deficit.

                          Going Concern

As reported by the TCR on April 8, 2011, Amper, Politziner &
Mattia, LLP, Edison, New Jersey, after auditing the Company's
financial statements for the year ended Dec. 31, 2010, noted that
the Company has recurring losses from operations since inception
and has a working capital deficiency that raise substantial doubt
about its ability to continue as a going concern.

                        Bankruptcy Warning

The Company's operating plan seeks to minimize its capital
requirements, but the expansion of its production capacity to meet
increasing sales and refinement of its manufacturing process and
equipment will require additional capital.

The Company raised capital through the sale of securities closing
in the second quarter of 2011 and realized proceeds from the
licensing of its technology pursuant to the terms of a licensing
agreement and the sale of inventory used in manufacturing its
batteries as part of the establishment of a joint venture in the
fourth quarter of 2011, but is continuing to seek other financing
initiatives and needs to raise additional capital to meet its
working capital needs, for the repayment of debt and for capital
expenditures.  Such capital is expected to come from the sale of
securities.  The Company believes that if it raises approximately
$4 million in additional debt and equity financings it would have
sufficient funds to meet its needs for working capital, capital
expenditures and expansion plans through the year ending Dec. 31,
2012.

No assurance can be given that the Company will be successful in
completing any financings at the minimum level necessary to fund
its capital equipment, debt repayment or working capital
requirements, or at all.  If the Company is unsuccessful in
completing these financings, it will not be able to meet its
working capital, debt repayment or capital equipment needs or
execute its business plan.  In that case the Company will assess
all available alternatives including a sale of its assets or
merger, the suspension of operations and possibly liquidation,
auction, bankruptcy, or other measures.  These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.


LTS NUTRACEUTICALS: Delays Form 10-K for 2011
---------------------------------------------
LTS Nutraceuticals, Inc., informed the U.S. Securities and
Exchange Commission that it will be late in filing its annual
report on Form 10-K for the period ended Dec. 31, 2011.  The
Company said that financial information to be contained in the
Form 10-K cannot be analyzed and completed on a timely basis.

                     About LTS Nutraceuticals

Ft. Lauderdale, Fla.-based LTS Nutraceuticals, Inc., develops and
sells high-quality nutritional products that are distributed
throughout North America through a network marketing system, which
is a form of direct selling.

The Company reported a net loss of $2.96 million on $1.75 million
of net sales for the nine months ended Sept. 30, 2011, compared
with a net loss of $471,235 on $997,657 of net sales for the same
period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$3.48 million in total assets, $8.03 million in total liabilities,
and a $4.55 million total stockholders' deficiency.

On Nov. 10, 2011, the Company had $37,633 in cash.  The current
operating plan indicates that losses from operations may be
incurred for all of fiscal 2011.  Consequently the Company said it
may not have sufficient liquidity necessary to sustain operations
for the next twelve months and this raises substantial doubt that
the Company will be able to continue as a going concern.


LODGENET INTERACTIVE: John Haire to Retire as Director
------------------------------------------------------
John E. Haire informed LodgeNet Interactive Corporation of his
decision to not stand for re-election to the Board of Directors of
the Company at the Company's 2012 annual meeting, which is
scheduled to be held on May 31, 2012.  Mr. Haire's decision to not
stand for re-election was not due to any disagreement on any
matter relating to the Company's operations, policies or
practices.  The Board of Directors has determined that the seat
currently held by Mr. Haire should remain vacant.  The Company
intends that this seat will be filled in the manner contemplated
by an agreement between the Company and Mast Capital Management,
LLC, dated as of Feb. 28, 2012.

                     About LodgeNet Interactive

Sioux Falls, South Dakota-based LodgeNet Interactive Corporation
(Nasdaq:LNET), formerly LodgeNet Entertainment Corp. --
http://www.lodgenet.com/-- provides media and connectivity
solutions designed to meet the unique needs of hospitality,
healthcare and other guest-based businesses.  LodgeNet Interactive
serves more than 1.9 million hotel rooms worldwide in addition to
healthcare facilities throughout the United States.  The Company's
services include: Interactive Television Solutions, Broadband
Internet Solutions, Content Solutions, Professional Solutions and
Advertising Media Solutions.  LodgeNet Interactive Corporation
owns and operates businesses under the industry leading brands:
LodgeNet, LodgeNetRX, and The Hotel Networks.

The Company reported a net loss of $631,000 in 2011, a net loss of
$11.68 million in 2010, and a net loss of $10.15 million in 2009.
The Company's balance sheet at Dec. 31, 2011, showed $408.67
million in total assets, $459.61 million in total liabilities and
a $50.94 million total stockholders' deficit.

                           *     *     *

Lodgenet carries a 'B3' long term corporate family rating and a
'Caa1' probability of default rating, with 'stable' outlook, from
Moody's.  It has 'B' long term foreign and local issuer credit
ratings, with 'stable' outlook, from Standard & Poor's.

"In Moody's opinion, continued cautious investment from LodgeNet's
hotel customers will hamper intermediate term growth in its core
hospitality services business, and over the long term competing
forms of entertainment will pressure this revenue stream as the
company seeks to defend its relevance to both hotel operators and
hotel guests.  The B3 corporate family rating incorporates these
weak growth prospects, mitigated somewhat by the company's
moderately high financial risk profile and demonstrated capacity
to generate positive free cash flow throughout challenging
economic conditions, along with a measure of stability from the
monthly fees it receives from hotels regardless of occupancy,"
Moody's said in October 2010.


MASTER SILICON: Delays Annual Report for 2011
---------------------------------------------
Master Silicon Carbide Industries, Inc., requires additional time
to prepare, substantiate and verify the accuracy of its financial
reports.  The Company is in the process of preparing and reviewing
its financial information.  The process of compiling and
disseminating the information required to be included in the Form
10-K for the period ended Dec. 31, 2011, as well as the completion
of the required review of its financial information, could not be
completed within the prescribed time period without incurring
undue hardship and expenses.  Master Silicon Carbide Industries,
Inc., represents that the Form 10-K will be filed within the
period described under Rule 12b-25(b)(2)(ii).

                        About Master Silicon

Lakeville, Conn.-based Master Silicon Carbide Industries, Inc.,
through its indirectly wholly-owned operating subsidiary Yili
China, produces and sells in China high quality "green" silicon
carbide and lower-quality "black" silicon carbide (together,
hereinafter referred to as "SiC").  SiC is a  non-metallic
compound that has special chemical properties and a level of
hardness that is similar to diamonds, is produced by smelting
quartz sand and refinery coke at temperatures ranging from
approximately 1,600 to 2,500 degrees centigrade in a graphite
electric resistance furnace.

The Company also reported a net loss of US$1.48 million on
US$12.36 million of revenue for the nine months ended Sept. 30,
2011, compared with net profit of US$35,914 on US$6.94 million of
revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
US$30.40 million in total assets, US$12.04 million in total
liabilities, US$10 million in redeemable preferred stock-A, US$10
million in redeemable preferred stock-B, and a US$1.64 million
total stockholders' deficit.

As reported by the TCR on April 7, 2011, Child, Van Wagoner &
Bradshaw, PLLC, in Salt Lake City, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has cash flow
constraints, an accumulated deficit, and has suffered recurring
losses from operations.


METHOD ART: Files for Chapter 11 in Reno
----------------------------------------
Method Art Corporation filed a bare-bones Chapter 11 petition
(Bankr. D. Nev. Case No. 12-50745) in its home-town in Reno,
Nevada, on April 1, 2012.

The Debtor disclosed $14.5 million in assets and $11.7 million in
debts in its schedules.  The Debtor owns six properties in Nevada
and California.  The properties are valued $13.8 million and
secure debt totaling $10.9 million.

A meeting of creditors under 11 U.S.C. Sec. 341(a) is scheduled
for April 30, 2012, at 3:00 p.m.


METHOD ART: Case Summary & 6 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Method Art Corporation
        3868 Bowers Drive
        Reno, NV 89511

Bankruptcy Case No.: 12-50745

Chapter 11 Petition Date: April 1, 2012

Court: U.S. Bankruptcy Court
       District of Nevada (Reno)

Judge: Bruce T. Beesley

Debtor's Counsel: Kevin A. Darby, Esq.
                  DARBY LAW PRACTICE, LTD.
                  4777 Caughlin Parkway
                  Reno, NV 89519
                  Tel: (775) 322-1237
                  Fax: (775) 996-7290
                  E-mail: kevin@darbylawpractice.com

Scheduled Assets: $14,494,656

Scheduled Liabilities: $11,703,357

The petition was signed by Brynn Miner,
director/president/secretary/treasurer.

Debtor's List of Its Six Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Clarica Life Insurance Company     9480 & 9490          $1,823,446
2000 44th Street SW- Suite 200     Gateway Drive
P.O. Box 2907                      Reno, NV 89521
Fargo, ND 58108

Stancorp                           2598 Windmill        $1,548,367
920 SW Sixth Avenue                Parkway
Portland, OR 97204-1203            Henderson, NV

Stancorp                           2405 Pyramid Way       $937,741
920 SW Sixth Avenue                Sparks, NV 89431
Portland, OR 97204-1203

Franchise Tax Board                CA Estate Tax          $629,747
P.O. Box 942840
Sacramento, CA 94240-0040

Internal Revenue Service           F1040 Taxes            $105,665

Franchise Tax Board                State Tax/F540          $18,706


MILITARY CHEVRON: Case Summary & 6 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Military Chevron LLC
        4100 Ilex Court
        Palm Beach Gardens, FL 33410

Bankruptcy Case No.: 12-17593

Chapter 11 Petition Date: March 29, 2012

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

Judge: Paul G. Hyman, Jr.

Debtor's Counsel: Julianne R. Frank, Esq.
                  FRANK, WHITE-BOYD, P.A.
                  11382 Prosperity Farms Road, #230
                  Palm Beach Gardens, FL 33410
                  Tel: (561) 626-4700
                  Fax: (561) 627-9479
                  E-mail: fwbbnk@fwbpa.com

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

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

The Company's list of its six largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/flsb12-17593.pdf

The petition was signed by Mohammed Mosharraf Hossain, managing
member.


MICHAELS STORES: Moody's Raises Corporate Family Rating to 'B2'
---------------------------------------------------------------
Moody's Investors Service upgraded Michaels Stores, Inc.'s
Corporate Family Rating to B2 from B3. Actions on rated debt
instruments are detailed below. The rating outlook remains
positive. The company's Speculative Grade Liquidity rating was
lowered to SGL-2 from SGL-1.

The following ratings were upgraded and LGD assessments revised:

Corporate Family Rating to B2 from B3

Probability of Default Rating to B2 from B3

$1,996 million senior secured term loans due 2013/2016 to B1 (LGD
3, 37%) from B2 (LGD 3, 35%)

$393 million senior subordinated notes due 2016 to Caa1 (LGD 6,
93%) from Caa2 (LGD 6, 90%)

$306 million subordinated discount notes due 2016 to Caa1 (LGD 6,
96%) from Caa2 (LGD 6, 95%)

The following rating was affirmed and LGD assessments amended:

$800 million senior unsecured notes due 2018 at Caa1 (LGD 5, 78%
from LGD 5, 74%)

RATINGS RATIONALE

"The upgrade of Michaels' Corporate Family Rating primarily
reflects the positive benefits of its continuing business
initiatives which have led to consistent improvements in same
store sales," said Moody's Vice President Scott Tuhy. The upgrade
also considers the company's ability to expand operating margins
through initiatives such as its direct sourcing initiatives and
increasing private label brand penetration. Michael's FY 2011
operating margin of 13.5% is among the highest in Moody's rated
retail universe. Moody's thinks the company's traction in same
store sales growth and its high operating margins are sustainable.
The upgrade also considers the company's progress reducing
absolute debt levels -- the company reduced debt by $178 million
during fiscal 2011, and will be redeeming $127 million of its
subordinated discount notes on May 1, 2012. Moody's estimates
debt/EBITDA (incorporating Moody's standard analytical
adjustments) is approximately 6.0 times, pro-forma for the
expected May 2012 repayment of a portion of its subordinated
discount notes.

The upgrade also considers Moody's expectations that the company's
cash on hand -- $317 million as of 1/28/2012 -- as well as access
to its sizable asset-based credit facility (availability as of
1/28/12 was $615 million) will be sufficient to fund the required
redemption of its $127 million of subordinated discount notes in
May, 2012 as well as the repayment of the approximately $500
million remaining balance of the company's secured term loan
tranche that comes due in October 2013. The lowering of the
Speculative Grade Liquidity rating to SGL-2 from SGL-1 recognizes
the company's overall good liquidity profile, but tempered by
expectations the company would likely need to use a portion of its
asset based credit facility to address its 2013 debt maturities.

The positive rating outlook reflects expectations Michaels will be
able to sustain positive trends in sales and maintain its high
operating margins while utilizing free cash flow to reduce debt.
Quantitatively, ratings could be upgraded if debt/EBITDA reached
5.25 times and EBITA/interest expense was sustained above 2.0
times.

In view of the positive rating outlook, ratings are unlikely to be
downgraded in the near term. If the company was unable to make
further progress toward deleveraging over the next 12 to 18
months, or its financial policies became more aggressive
(utilizing its cash balance to fund a distribution to
shareholders, for example), the rating outlook could be revised to
stable. Ratings could be lowered if the company were to see
reversal of recent positive trends in sales. Quantitatively,
ratings could be lowered if debt/EBITDA were to approach 6.5
times.

On March 30, 2012 Michaels filed an S-1 seeking the sale of new
common shares as the company undertakes an initial public offering
("IPO"). In the S-1 filing, the company has stated that proceeds
from the offering of shares by the company would be utilized to
reduce debt. Michaels' ability to undertake this IPO remains
conditional upon market conditions, final SEC review and other
conditions. The current rating and outlook do not incorporate any
expectations of the likelihood, or magnitude, of any IPO and
associated debt repayment. As indicated above, positive rating
momentum would build if the company was able to achieve
debt/EBITDA of 5.25 times, and clearly concluding an IPO and using
proceeds to reduce debt could result in the company making
meaningful progress against this metric.

The principal methodology used in rating Michaels Stores, Inc. was
the Global Retail Industry Methodology published in June 2011.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Headquartered in Irving, TX, Michaels Stores, Inc., operated 1066
Michaels retail stores in 49 states and in Canada, as well as 130
Aaron Brothers stores as of March, 2012. The company primarily
sells general and children's crafts, home d‚cor and seasonal
items, framing and scrapbooking products. Total sales are in
excess of $4 billion. The company is currently majority owned by
affiliates of Bain Capital Parnters, LLC and The Blackstone Group
L.P.


MIDWEST GAMING: Moody's Upgrades CFR to 'B2; Outlook Stable
-----------------------------------------------------------
Moody's Investor's Service upgraded Midwest Gaming Borrower, LLC's
Corporate Family and Probability of Default ratings to B2 from B3.
Moody's also raised the company's $18 million senior secured bank
loan rating to Ba2 from Ba3, and its $175 million second lien
notes to B2 from Caa1. The rating outlook is stable.

The upgrade to Midwest's Corporate Family and Probability of
Default ratings to B2 considers the successful ramp-up of the
company's Rivers Casino located near downtown Chicago. Since
opening in July 2011, Rivers Casino has achieved a substantial
market share relative to other Illinois-based casinos in the area
and is currently the top gaming revenue generator in that state,
according to the Illinois Gaming Commission. The upgrade also
considers that Rivers Casino has achieved a relatively high EBITDA
margin demonstrating that the ramp up was not only successful in
terms of revenue, but also in terms of profitability. In addition,
Midwest repaid $49 million of its term loan, $68 million of which
was outstanding prior to the repayment. As a result, debt/EBITDA -
- using EBITDA generated in the first 6 months of operations -- is
under 3.0 times.

The two-notch upgrade of Midwest's second lien notes to B2 from
Caa1 reflects the one-notch Corporate Family Rating upgrade and
the repayment of term loan debt. With this repayment, the second
lien notes now account for a preponderance of the company's debt
capital structure and have only a relatively small amount of debt
ahead of it.

Ratings upgraded:

Corporate Family Rating to B2 from B3

Probability of Default Rating to B2 from B3

$10 million sr. secured revolver expiring 2015 to Ba2 (LGD 1,
1%) from Ba3 (LGD 2, 18%)

$18 million sr. secured term loan due 2015 to Ba2 (LGD 1, 1%)
from Ba3 (LGD 2, 18%)

$175 million 11.625% second lien notes due 2016 to B2 (LGD 4,
50%) from Caa1 (LGD 5, 74%)

Ratings Rationale

Midwest's B2 Corporate Family Rating considers that all of the
company's revenues and earnings are derived from only one casino
facility. Additionally, the company is relatively small in terms
of revenue and cash flow compared to larger, more diversified
gaming companies. This greatly exposes the company to local,
regional, and nationwide economic swings. Midwest's small size and
single asset profile also make it more vulnerable to promotional
activity. Additionally, despite Rivers Casino's successful ramp-
up, it faces a significant amount of direct competition from
several existing and well-established casino facilities and is
exposed to potential new competition in Illinois. Due to the large
budget deficits in Illinois, the state may look to gaming
expansion as a way to help close its budget gap. The addition of
casinos in northern Illinois and the city of Chicago should it
occur at any point in the future, would likely have a material
negative impact on Rivers Casino.

Positive rating consideration is given to Rivers Casino's
favorable location. Rivers Casino is the closest casino to the
downtown Chicago area. This market has some of the most attractive
demographics in terms of total population, number of households,
and household income among the Midwestern gaming markets. Moody's
believes this is the primary reason for Rivers Casino's successful
ramp-up in terms of revenue and profitability along with its
ability to achieve win per unit levels well above what has been
reported for the Chicago market in total.

The stable rating outlook incorporates Moody's view that Midwest
will maintain its relatively low leverage given the company's high
EBITDA margins and minimal capital expenditure requirements since
Rivers Casino opened less than a year ago. The company is also
subject to maintenance covenants with step-down requirements that
currently limit Midwest's total leverage to less than 4.5 times,
gradually dropping to below 4.0 times beginning in the quarter
ending March, 31, 2013.

Moody's would consider a higher rating if Rivers Casino continues
to maintain EBITDA margins and win per unit levels at or above
competing casino facilities and Midwest demonstrates the ability
and willingness to maintain debt/EBITDA at or below 3.5 times.
Ratings could be lowered if debt/EBITDA rises above 5.0 times for
any reason and/or if Illinois pursues gaming legislation that
Moody's believes would have a material negative impact on Rivers
Casinos' revenue and earnings.

The principal methodology used in rating Midwest Gaming Borrower
was the Global Gaming 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.

Midwest Gaming Borrower, LLC owns and operates Rivers Casino
located in Des Plaines, Illinois. Rivers Casino, a $408 million
casino project, opened to the public in July 2011. Midwest is a
private company and does not publicly disclose its financial
results.


MOMENTIVE PERFORMANCE: Obtains $175-Mil. Term Loan From JPMorgan
----------------------------------------------------------------
Momentive Performance Materials Inc.'s wholly-owned subsidiary
Momentive Performance Materials GmbH, the German borrower under
the Company's senior secured credit facilities, incurred
incremental term loans under the Company's senior secured credit
facilities in an aggregate principal amount of $175 million in the
form of new tranche B-3 term loans denominated in U.S. dollars.

JPMorgan Chase Bank, N.A., serves as the administrative agent for
the lenders under an Amended and Restated Credit Agreement, dated
as of Feb. 10, 2011.

The tranche B-3 term loans were incurred to refinance existing
tranche B-1A and B-2A term loans maturing Dec. 4, 2013, under the
Company's senior secured credit facilities.  The tranche B-3 term
loans will mature on May 5, 2015.  The interest rate per annum
applicable to the tranche B-3 term loan is equal to an adjusted
LIBOR rate for, at the option of the German Borrower, a one-, two-
, three- or six-month interest period, or a nine- or twelve-month
period, if available from all relevant lenders, in each case plus
an applicable margin of 3.5%.

A copy of the Incremental Assumption Agreement is available for
free at http://is.gd/Ou6Nfb

                    About Momentive Performance

Momentive Performance Materials, Inc., is a producer of silicones
and silicone derivatives, and is engaged in the development and
manufacture of products derived from quartz and specialty
ceramics.  As of Dec. 31, 2008, the Company had 25 production
sites located worldwide, which allows it to produce the majority
of its products locally in the Americas, Europe and Asia.
Momentive's customers include companies in industries, such as
Procter & Gamble, 3M, Goodyear, Unilever, Saint Gobain, Motorola,
L'Oreal, BASF, The Home Depot and Lowe's.

The Company had a net loss of $140 million on $2.63 billion of net
sales in 2011, following a net loss of $63 million on
$2.58 billion of net sales in 2010.  Net loss in 2009 was
$42 million.

The Company's balance sheet at Dec. 31, 2011, showed $3.16 billion
in total assets, $3.90 billion in total liabilities and a
$736 million total deficit.

                           *     *     *

Momentive carries a 'B3' corporate family and probability of
default ratings from Moody's Investors Service.

"The impact of softening demand and high raw material prices has
disrupted the trajectory of improving fundamentals, and will
result in an acceleration of cost reduction activities," stated
John Rogers, Senior Vice President at Moody's, in November 2011,
when Moody's affirmed the ratings.

Moody's said, the B3 CFR continues to be constrained by MPM's
elevated leverage and weak credit metrics, which outweigh its
strong business profile and improved maturity schedule.  As a
result of the softening demand and high raw materials prices, the
2011 operating performance will underperform that of 2010 and will
challenge credit metrics more than previously expected.

MPM's good liquidity is supported by the company's cash balance of
$250 million and the expectation for positive free cash flow
generation over the next four quarters.  Maturities of long term
debt will become a greater concern by the end of 2012; maturities
are $215 million in 2013, $300 million in 2014, and $840 million
in 2015.


MONARCH COMMUNITY: Plante & Moran Raises Going Concern Doubt
------------------------------------------------------------
Monarch Community Bancorp, Inc., filed on March 30, 2012, its
annual report on Form 10-K for the fiscal year ended Dec. 31,
2011.

Plante & Moran, PLLC, in Auburn Hills, Michigan, expressed
substantial doubt about Monarch Community's ability to continue as
a going concern.  The independent auditors noted that the
Corporation has suffered recurring losses from operations and as
of Dec. 31, 2011, did not meet the minimum capital requirements as
established by the regulators.

The Corporation reported a net loss of $353,000 on $6.8 million of
net interest income (before provision for loan losses) in 2011,
compared with a net loss of $10.9 million on $7.5 million of net
interest income (before provision for loan losses) in 2010.  Total
non-interest income was $4.0 million for 2011, compared with
$3.7 million for 2010.

The Company's balance sheet at Dec. 31, 2011, showed
$208.1 million in total assets, $197.0 million in total
liabilities, and stockholders' equity of $11.1 million.

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

                       http://is.gd/mNTmxQ

Coldwater, Michigan-based Monarch Community Bancorp, Inc., was
incorporated in March 2002 under Maryland law to hold all of the
common stock of Monarch Community Bank, formerly known as Branch
County Federal Savings and Loan Association.  The Bank converted
to a stock savings institution effective Aug. 29, 2002.  In
connection with the conversion, the Company sold 2,314,375 shares
of its common stock in a subscription offering.




MOUNTAIN NATIONAL: Delays Form 10-K for 2011
--------------------------------------------
Mountain National Bancshares, Inc., was unable to file its annual
report on Form 10-K for the year ended Dec. 31, 2011, by March 30,
2012, without unreasonable effort or expense because the Company's
annual financial statements have not been finalized.  The delay in
completing the financial statements is primarily to allow for
additional time to calculate the Company's provision for loan
losses and other real estate valuation for the year ended Dec. 31,
2011.  The completion of the Company's annual financial statements
has required more time than in prior years due to issues related
to the calculation of the provision for loan losses and other real
estate valuation.

                       About Mountain National

Mountain National is a bank holding company registered with the
Board of Governors of the Federal Reserve System under the Bank
Holding Company Act of 1956, as amended.  The Company provides a
full range of banking services through its banking subsidiary,
Mountain National Bank.

The Company conducts its banking activities from its main office
located in Sevierville, Tennessee and through eight additional
branch offices in Sevier County, Tennessee, as well as a regional
headquarters and two branch offices in Blount County, Tennessee.

The Company's balance sheet at June 30, 2011, showed
$521.40 million in total assets, $509.90 million in total
liabilities, and stockholders equity of $11.50 million.

The Company and its principal subsidiary, Mountain National Bank,
are subject to various regulatory capital requirements
administered by the federal banking agencies.

In February 2010, the Bank agreed to an Office of the Comptroller
of the Currency ("OCC") minimum capital requirement ("IMCR") to
maintain a minimum Tier 1 capital to average assets ratio of 9%
and a minimum total capital to risk-weighted assets ratio of 13%.

The Bank had 4.61% of Tier 1 capital to average assets and 7.69%
of total risk-based capital to risk-weighted assets ratio at
June 30, 2011, and was therefore not in compliance with the IMCR.
As a result, the OCC may bring additional enforcement actions,
including a consent order or a capital directive, against the
Bank.

Based upon its capital levels at June 30, 2011, the Bank's capital
shortfall was approximately $23,374,000 for the Tier 1 capital to
average assets requirement and approximately $20,342,000 for the
total capital to risk-weighted assets requirement.


MPM TECHNOLOGIES: Delays Form 10-K for 2011
-------------------------------------------
MPM Technologies, Inc., notified the U.S. Securities and Exchange
Commission that it will be late in filing is annual report on Form
10-K for the period ended Dec. 31, 2011.  The Company said
additional time is needed to prepare financial statement from the
its accounting data.

                       About MPM Technologies

Headquartered in Parsippany, N.J., MPM Technologies Inc.
(OTC BB: MPML) -- http://www.mpmtech.com/-- operates through its
three wholly owned subsidiaries: AirPol Inc., NuPower Inc. and MPM
Mining Inc.  During the year ended Dec. 31, 2007, AirPol was the
only revenue generating entity.  AirPol operates in the air
pollution control industry.  It sells air pollution control
systems to companies in the United States and worldwide.

The company through its wholly owned subsidiary NuPower is engaged
in the development and commercialization of a waste-to-energy
process known as Skygas.  These efforts are through NuPower's
participation in NuPower Partnership, in which MPM has a 58.21%
partnership interest.  NuPower Partnership owns 85% of the Skygas
Venture.  In addition to its partnership interest through NuPower
Inc., MPM also owns 15% of the Venture.

The Company's balance sheet at Sept. 30, 2010, showed
$1.17 million in total assets, $15.32 million in total
liabilities, all current, and a stockholders' deficit of
$14.15 million.

The Company recorded a net loss of $1,563,759 for 2009 from a net
loss of $1,717,511 for 2008.


NCO GROUP: Merges with APAC Customer, Expects Ratings Upgrade
-------------------------------------------------------------
NCO Group, Inc., on March 28, 2012, entered into an agreement and
plan of merger pursuant to which the business of the Company will
be combined with the business of APAC Customer Services, Inc., to
build market leadership in business process outsourcing and
customer care solutions.  The combined company resulting from the
Merger, which has been approved by the Company's board of
directors and stockholders, had annual revenues during 2011 on a
pro forma basis of almost $2 billion.  Furthermore, based on
previous announcements by Moody's Investors Service and Standard &
Poor's, the Company expects that its current corporate ratings
will be upgraded by each such credit agency two levels to new
ratings of "B2" and "B", respectively, as a result of the Merger,
the New Debt Financing and the other transactions.

In connection with the Merger, the Company anticipates entering
into a new first lien credit facility (consisting of a five year
revolving credit facility and a six year term loan) and a six and
one-half (6 1/2) year second lien term loan facility, totaling in
the aggregate almost $1 billion inclusive of availability of
approximately $100 million under the revolving credit facility.
The Company will use a portion of the proceeds from the New Debt
Financing to pay off the existing borrowings under the Company's
current Nov. 15, 2006, credit agreement, as amended, and purchase
or redeem all of its outstanding existing notes.

The Merger and New Debt Financing are scheduled to close April 3,
2012.

On March 28, 2012, the Company and The Bank of New York Mellon
executed:

   (i) the eighth supplemental indenture amending the indenture
       governing the 2014 Notes; and

  (ii) the eighth supplemental indenture amending the indenture
       governing the 2013 Notes.

The Eighth Supplemental Indentures eliminate substantially all of
the restrictive covenants and certain events of default and
related provisions contained in the indentures governing the
Existing Notes.  The Eighth Supplemental Indentures will not
become effective until the Company accepts for payment those
Existing Notes tendered in the Offers, which is expected to occur
April 3, 2012.

                         Form 10-K Delayed

The Company was unable to file its annual report on Form 10-K for
the fiscal year ended Dec. 31, 2011, without unreasonable effort
or expense because, among other things, the negotiations of new
debt financing, the merger and related transactions as
contemplated by the Merger Agreement diverted significant
management and board of directors time and attention from the
Company's normal process of reviewing and completing the 2011 Form
10-K.  The Company is in the process of finalizing its new debt
financing and expects to file the 2011 Form 10-K on or before the
fifteenth calendar day following the prescribed due date.

The merger transactions contemplated by the Merger Agreement are
contingent upon, among other things, stockholder approval, and new
debt financing.  If the Company is unable to consummate the new
debt financing or take other remedial actions prior to filing its
2011 Form 10-K, the report of the independent registered public
accounting firm on the Company's consolidated financial statements
for the fiscal year ended Dec. 31, 2011, will contain an
explanatory paragraph indicating substantial doubt about the
Registrant's ability to continue as a going concern.

                        About NCO Group Inc.

Based in Horsham, Pennsylvania, NCO is a global provider of
business process outsourcing services, primarily focused on
accounts receivable management and customer relationship
management.  NCO has over 25,000 full and part-time employees who
provide services through a global network of over 100 offices.
The company is a portfolio company of One Equity Partners and
reported revenues of about $1.2 billion for the twelve month
period ended Sept. 30, 2007.

The Company also reported a net loss of $104.49 million on
$1.15 billion of total revenues for the nine months ended
Sept. 30, 2011, compared with a net loss of $73.45 million on
$1.18 billion of total revenues for the same period during the
prior year.  The Company reported a net loss of $155.71 million in
2010, compared with a net loss of $88.14 million in 2009.

The Company's balance sheet at Sept. 30, 2011, showed
$1.12 billion in total assets, $1.14 billion in total liabilities,
and a $17.89 million total stockholders' deficit.

                           *     *     *

In December 2011, Standard & Poor's Ratings Services affirmed its
'CCC+' issuer credit rating on NCO Group Inc. and removed the
rating from CreditWatch with positive implications.

"The rating action follows NCO's recent announcement that it is
not proceeding with the previously proposed $300 million notes
offering that it planned to use, in conjunction with a proposed
$870 million new senior secured credit facility, to repay its
existing debt and to help finance its merger with APAC Customer
Services Inc.," said Standard & Poor's credit analyst Kevin Cole.
Concurrent with the closing of the debt offerings, it was planning
to change its name to Expert Global Solutions Inc.


NETWORK CN: Jennifer Fu Resigns, Shirley Cheng Named Interim CFO
----------------------------------------------------------------
Network CN Inc. reported that the Company's Chief Financial
Officer and Corporate Secretary, Ms Jennifer Fu, had tendered her
resignation from her position for personal reasons.  Ms. Fu's
resignation was effective on April 1, 2012.

The Board of Directors of the Company appointed Ms. Shirley Cheng
to serve as the Company's Interim CFO, effective on April 1, 2012.

Ms. Cheng has served as also served as the Finance Manager of NCN
Group Management Limited, the Company's subsidiary, since March
2008.  Prior to that, Ms. Cheng served from 2004 to 2008 as an
auditor with PricewaterhouseCoopers, an international firm of
certified public accountants.  Ms. Cheng holds a Bachelor's Degree
in Business Administration with a major in Accountancy from the
Hong Kong Baptist University and is an associate member of the
Hong Kong Institute of Certified Public Accountants.

There is no family relationship between Ms. Cheng and any
director, executive officer, or person nominated or chosen by the
Company to become a director or executive officer.

                         About Network CN

Network CN Inc. (OTC QB: NWCN) -- http://www.ncnmedia.com/-- is
building a multi-media, multi-application out-of-home advertising
network in the key cities of China.  Network CN Inc. was
incorporated in the State of Delaware in 1993 and is headquartered
in Causeway Bay, Hong Kong.

The Company reported a net loss of $1.69 million for the nine
months ended Sept. 30, 2011, compared with a net loss of
$2.39 million for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$1.02 million in total assets, $5.73 million in total liabilities,
and a $4.71 million total stockholders' deficit.

As reported in the TCR on Mar 24, 2011, Baker Tilly Hong Kong
Limited, in Hong Kong SAR, expressed substantial doubt about
Network CN's ability to continue as a going concern, following the
Company's 2010 results.  The independent auditors noted that the
Company has incurred net losses of $2.60 million and
$37.38 million for the years ended Dec. 31, 2010, and 2009,
respectively.  As of Dec. 31, 2010, the Company recorded a
stockholders' deficit of $3.52 million.


NO FEAR: Secured Creditors Want Plan Outline Disapproved
--------------------------------------------------------
Secured creditors FMF Racing, and Don R. Emler filed with the U.S.
Bankruptcy Court for the Southern District of California their
objection to No Fear Retail Stores, Inc., et al.'s Chapter 11
Plan.

According to FMF and Mr. Emler, the Disclosure Statement, among
other things:

   -- fails to provide adequate information to enable creditors to
      make an informed decision regarding the Plan; and

   -- fails to disclose adequate information about the FMF/Emler
      liens.

As reported in the Troubled Company Reporter on Feb. 27, 2012,
according to the Disclosure Statement, the Plan is a liquidating
Plan.  Pursuant to prior orders of the Court, the Debtors have
sold substantially all of their assets and have paid substantial
claims of secured creditors and administrative expenses from the
proceeds of the sales.  The Plan provides for the allocation and
distribution of the remaining proceeds from the Debtor's sales
transactions and the creation of a liquidating trustee that will
administer and liquidate all remaining property of the Debtors,
including causes of action, not sold, transferred or otherwise
waived or released before the Effective Date of the Plan.

The Plan further provides for the substantive consolidation of the
Debtors subject to, and in accordance with, a settlement
arrangement between the estates.  The Plan also provides that for
every 3% recovery that is received by the holder of an allowed
general unsecured claim against Simo Holdings Inc., the holder of
an allowed general unsecured claim against each of No Fear Retail
Stores, Inc. and No Fear MX, Inc. will receive a 1% recovery.

Under the Plan, all equity interest in the Debtors are terminated
and extinguished, the Debtors are to be dissolved and their wound-
up, and all assets are transferred to the liquidating trust.  The
Plan also provides for distributions to holders of allowed claims.

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

                     About No Fear Retail

Carlsbad, California-based No Fear Retail Stores, Inc., is a
retailer of action, sports, and casual youth lifestyle apparel and
accessories, targeting young adults and teens.  It operates 41
retail locations in California, Oregon, Arizona, Florida, Nevada,
North Carolina, and Texas.

No Fear filed for Chapter 11 bankruptcy protection (Bankr. S.D.
Calif. Case No. 11-02896) on Feb. 24, 2011.  David S. Kupetz,
Esq., at Sulmeyer, Kupetz, A Professional Corp, serves as the
Debtor's bankruptcy counsel.  The Debtor tapped Jones Day as
special intellectual property counsel; Avant Advisory Group's
George Blanco as chief restructuring officer, and Venturi &
Company LLC, as financial advisors.

The Debtor estimated disclosed $31,648,063 in assets and
$12,552,985 in liabilities as of the Chapter 11 filing.

Affiliates No Fear MX, Inc. (Bankr. S.D. Calif. Case No. 11-02897)
and Simo Holdings, Inc. (Bankr. S.D. Calif. Case No. 11-02898)
filed separate Chapter 11 petitions on Feb. 24, 2011.

Tiffany L. Carroll, the Acting U.S. Trustee for Region 15,
appointed three creditors to serve on an Official Committee of
Unsecured Creditors of No Fear MX, Inc.  Pachulski Stang
Ziehl & Jones LLP represents the Committee.  BDO USA LLP serves as
financial advisor to provide financial advisory services to the
Committee.

Gibson Dunn & Crutcher LLP is the counsel for the Debtors'
creditors panel.  Lapidus & Lapidus acts as special litigation
Counsel for the Debtors.


NUTRACEA: BDO USA Raises Going Concern Doubt
--------------------------------------------
NutraCea filed on March 30, 2012, its annual report on Form 10-K
for the fiscal year ended Dec. 31, 2011.

BDO USA, LLP, in Phoenix, Arizona, expressed substantial doubt
about NutraCea's ability to continue as a going concern.  The
independent auditors noted that the Company has suffered recurring
losses from operations resulting in an accumulated deficit of
$194.9 million.  "Although the Company emerged from bankruptcy in
November 2010, there continues to be substantial doubt about its
ability to continue as a going concern."   

The Company reported a net loss of $10.9 million on $37.0 million
of revenues for 2011, compared with a net loss of $15.7 million on
$33.4 million of revenues for 2010.

The Company's balance sheet at Dec. 31, 2011, showed $52.2 million
in total assets, $28.6 million in total liabilities, $9.9 million
of redeemable noncontrolling interest in Nutra SA, and
stockholders' equity of $13.7 million.

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

                       http://is.gd/CMPLGC

Scottsdale, Ariz.-based NutraCea. a California corporation, is a
human food ingredient and animal nutrition company focused on the
procurement, bio-refining and marketing of numerous products
derived from rice bran.


OSI RESTAURANT: Three Subsidiaries Enter Into New CMBS Loan
-----------------------------------------------------------
Three sister companies of OSI Restaurant Partners, LLC, entered
into a new commercial mortgage-backed securities loan effective
March 27, 2012.  The 2012 CMBS Loan comprises a first mortgage
loan collateralized by 261 restaurant properties, and two
mezzanine loans.  The sister companies are indirect wholly owned
subsidiaries of Kangaroo Holdings, Inc., the Company's indirect
parent.

In connection with the 2012 CMBS Loan, on March 27, 2012, the
Company's subsidiary, Private Restaurant Master Lessee, LLC,
entered into an Amended and Restated Master Lease Agreement with
New Private Restaurant Properties, LLC, the landlord under the
Master Lease and the borrower under the first mortgage loan
portion of the 2012 CMBS Loan.  The Master Lease amends and
restates in its entirety the original Master Lease Agreement,
dated June 14, 2007, between Lessee and Private Restaurant
Properties, LLC.  Pursuant to the Master Lease, Lessee leased 261
properties from New PRP.  The term of the Master Lease expires on
March 26, 2027.  The Master Lease is a triple net lease and
provides for fixed monthly payments by Lessee of an aggregate base
rent for all of the properties subject to the Master Lease, plus
additional amounts for taxes, insurance premiums, utilities and
certain additional items.  Annual base rent for the first five
years of the Master Lease is $54,483,373, but increases by 10%
after five years and again after 10 years.  Late charges will
accrue on the base rent if it is not paid when due, and will
accrue on additional charges if they are not paid within five days
of the due date.

The Master Lease contains various terms and conditions related to
subleasing of properties from the Master Lease, insurance,
casualty and condemnation, and other matters customary for a lease
of this type.  Lessee also is subject to customary affirmative and
negative covenants and events of default.  In addition, certain
significant changes or events with respect to the Company's
ownership and organization are not permitted.  Among other
remedies, New PRP or the mortgage lender under the 2012 CMBS Loan
will have the right to terminate the Master Lease during an event
of default under the Master Lease.  The Master Lease also requires
Lessee, in the event of a termination of the Master Lease or
rejection of the Master Lease in a bankruptcy proceeding, to
provide certain transition services to the landlord under the
Master Lease in respect of the properties subject to the Master
Lease for a limited time following such event.

The Master Lease provides that Lessee is obligated to indemnify
New PRP, its lenders, and related persons for various losses
relating to the properties and the Company's use thereof and for
Lessee's non-compliance with the Master Lease.

In connection with the Master Lease, the Company entered into an
Amended and Restated Guaranty, dated March 27, 2012, in favor of
New PRP pursuant to which the Company guaranteed the payment,
performance and observance of Lessee's obligations under the
Master Lease.

The Company and Lessee also entered into (a) customary
environmental indemnities with the lenders under the 2012 CMBS
Loan providing for indemnification of the lenders with respect to
certain environmental matters and (b) a customary subordination,
non-disturbance and attornment agreement with the lenders.

                        About OSI Restaurant

OSI Restaurant Partners, Inc., is the #3 operator of casual-dining
spots (behind Darden Restaurants and Brinker International), with
more than 1,400 locations in the U.S. and 20 other countries.  Its
flagship Outback Steakhouse chain boasts more than 950 locations
that serve steak, chicken, and seafood in Australian-themed
surroundings.  OSI also operates the Carrabba's Italian Grill
chain, with about 240 locations.  Other concepts include Bonefish
Grill, Fleming's Prime Steakhouse, and Cheeseburger In Paradise.
Most of the restaurants are company owned.  A group led by
Chairman Chris Sullivan took the company private in 2007.

The Company's balance sheet at Sept. 30, 2011, showed $2.32
billion in total assets, $2.37 billion in total liabilities and a
$40.30 million total deficit.

The Company reported net income of $27.84 million on $3.62 billion
of total revenues for the year ended Dec. 31, 2010, compared with
a net loss of $54.40 million on $3.60 billion of total revenues
during the prior year.


PARADISE FARMS: Case Summary & 3 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Paradise Farms, Inc.
          dba Lister Outdoor World
        P.O. Box 4116
        Eastman, GA 31023-4116

Bankruptcy Case No.: 12-30111

Chapter 11 Petition Date: March 29, 2012

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

Debtor's Counsel: Jon A. Levis, Esq.
                  MERRILL & STONE, LLC
                  P.O. Box 129
                  Swainsboro, GA 30401
                  Tel: (478) 237-7029
                  Fax: (478) 237-9211
                  E-mail: bkymail@merrillstonehamilton.com

Scheduled Assets: $1,000

Scheduled Liabilities: $3,834,874

The Company's list of its three largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/gasb12-30111.pdf

The petition was signed by Lister Harrell, president.


PAUL A. WALTON: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: The Paul A. Walton Company, LLC
        29850 Circle R Way
        Escondido, CA 92026
        SAN DIEGO-CA
        Tel: (760) 751-8800

Bankruptcy Case No.: 12-04252

Chapter 11 Petition Date: March 29, 2012

Court: U.S. Bankruptcy Court
       Southern District of California (San Diego)

Judge: Laura S. Taylor

Debtor's Counsel: Glenn W. Charos, Esq.
                  LAW OFFICES OF GLENN W. CHAROS
                  433 West Grand Avenue
                  Escondido, CA 92025
                  Tel: (760) 291-1125
                  E-mail: charosgw@aol.com

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

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

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

The petition was signed by Paul A. Walton, managing member.


PAYMENT DATA: Delays Form 10-K for 2011
---------------------------------------
Payment Data Systems, Inc., notified the U.S. Securities and
Exchange Commission that additional time is needed to complete the
auditor's review of the Company's financial statements in order to
complete the Form 10-K prior to filing.

                     About Payment Data Systems

San Antonio, Tex.-based Payment Data Systems, Inc. provides
integrated electronic payment processing services to merchants and
businesses, including credit and debit card-based processing
services and transaction processing via the Automated
Clearinghouse Network.  The Company also operates an online
payment processing service for consumers under the domain name
http://www.billx.com/through which consumers can pay anyone.

As reported by the TCR on April 25, 2011, Akin, Doherty, Klein &
Feuge, P.C., San Antonio, Texas, expressed substantial doubt about
the Company's ability to continue as a going concern, following
the 2010 financial results.  The independent auditors noted that
the Company has incurred substantial losses since inception, which
has led to a deficit in working capital.

The Company reported a net loss of $464,168 on $2.62 million of
revenue for the year ended Dec. 31, 2010, compared with a net loss
of $803,526 on $3.22 million of revenue during the prior year.

The Company also reported a net loss of $119,958 on $2.99 million
of revenue for the nine months ended Sept. 30, 2011, compared with
a net loss of $337,344 on $1.85 million of revenue for the same
period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$3.25 million in total assets, $3.20 million in total liabilities,
all current, and $52,309 in total stockholders' equity.


PLATO INC: Moody's Assigns 'B2' Corporate Family Rating
-------------------------------------------------------
Moody's Investors Service assigned a B2 corporate family rating
and probability of default rating to PLATO, Inc., a wholly owned
subsidiary of PLATO Learning, Inc. Moody's also assigned Ba3
ratings to PLATO's proposed first lien senior secured credit
agreement, consisting of a $25 million revolving credit facility
due 2017 and a $240 million term loan due 2018. Moody's assigned a
Caa1 rating to the proposed $125 million second lien senior
secured term loan due 2019. Project Cayman Merger Corp. is a co-
borrower under the credit facilities. The ratings outlook is
stable. This is a first time rating for the company.

Ratings assigned:

Corporate family rating at B2

Probability of default rating at B2

Proposed $25 million first lien senior secured revolving credit
facility due 2017 at Ba3 (LGD3, 32%)

Proposed $240 million first lien senior secured term loan due 2018
at Ba3 (LGD3, 32%).

Proposed $125 million second lien senior secured term loan due
2019 at Caa1 (LGD5, 85%)

RATINGS RATIONALE

Proceeds from the proposed bank debt combined with an
approximately $58 million cash equity contribution from the
sponsor will be used to fund PLATO Learning, Inc.'s previously
announced acquisition of Archipelago Learning, Inc.
("Archipelago") for total cash consideration of approximately $481
million. As part of the transaction, Archipelago will merge into
Project Cayman Merger Corp, thus becoming a wholly owned
subsidiary of PLATO Learning, Inc. The acquisition is expected to
close in May.

The B2 corporate family rating reflects the combined company's
small scale with revenues less than $150 million, high pro forma
leverage with debt to EBITDA of 7.0 times (based on Moody's
standard adjustments, partial debt treatment for the preferred
stock, and the exclusion of certain costs), modest coverage of
interest expense, and balance sheet debt that is well in excess of
revenues. The rating also considers integration risk as PLATO
digests a company that is about the same size as itself, some
product concentration, competition from large scale well-
capitalized companies, and susceptibility to school budget cuts.
Moody's views the company as weakly positioned for the ratings
category, owing to its high leverage. As such, there is limited
cushion for weaker than expected operating performance and/or
operational missteps. Notwithstanding these risks, the rating
derives support from PLATO's business position as a provider of
online curriculum and assessments to the K-adult education
markets, a material proportion of recurring subscription-based
revenues, the relative stability of operating performance despite
pressure on school budgets, modest customer concentration, good
operating margins, and an adequate pro forma liquidity profile.
The rating also considers the strategic benefits of the
acquisition which enhances scale, diversifies the product
offering, and increases opportunities for the cross-selling of
products.

The stable outlook reflects Moody's expectation that PLATO will
grow its revenues despite continued school budgetary pressures and
apply free cash flow to debt reduction such that debt to EBITDA is
reduced below 7.0 times near-term, EBITDA less capex to interest
is at or above 1.5 times, and free cash flow as a percentage of
debt is in the mid single-digit range. The stable outlook also
reflects Moody's expectation that the company will not experience
any material issues as it integrates Archipelago.

Moody's could downgrade the ratings if the challenging operating
environment, customer contract losses, and/or integration issues
cause profitability to weaken such that PLATO's debt to EBITDA is
sustained above 7.0 times and/or EBITDA less capex to interest
falls below 1.5 times. A weakening of the company's liquidity
profile could also result in a ratings downgrade.

Moody's could upgrade PLATO's ratings if it organically grows its
scale and profitability while sustaining debt to EBITDA below 4.5
times, EBITDA less capex to interest above 2.0 times, and free
cash flow as a percentage of debt in the high single digits.

The ratings are subject to the conclusion of the transactions, as
proposed, and Moody's review of final documentation.

Headquartered in Bloomington, Minnesota, PLATO is a provider of
online instruction, curriculum management, assessment, and related
services to K-12 schools, community colleges, and other
educational institutions. The company is privately owned by
affiliates of Thoma Bravo. In March 2012, Archipelago Learning,
Inc. entered into a merger agreement with PLATO.


PREMIER PAVING: Files for Chapter 11 in Denver
----------------------------------------------
Premier Paving, Inc., filed a bare-bones Chapter 11 petition
(Bankr. D. Colo. Case No. 12-16445) in its home-town in Denver on
April 2, 2012.

The Debtor estimated assets and debts of $10 million to
$50 million.  The Debtor said that after any exempt property is
excluded and administrative expenses paid, there will be no funds
available for distribution to unsecured creditors.

The Debtor has filed an application to employ Kutner Miller
Brinen, P.C. as bankruptcy counsel.

Premier Paving -- http://www.premierpavinginc.com/-- is a full
service highway construction company in the state of Colorado.  It
strives to be the number one paving contractor in the state.


PREMIER PAVING: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Premier Paving, Inc.
        5085 Harlan Street
        Denver, CO 80212

Bankruptcy Case No.: 12-16445

Chapter 11 Petition Date: April 2, 2012

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

Judge: Michael E. Romero

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

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

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

The petition was signed by David Goold, treasurer.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Suncor Energy                      --                   $1,828,171
717 17th Floor, Suite 2900
Denver, CO 80202

LaFarge West, Inc.                 --                     $465,000
22252 Network Place
Chicago, IL 60673-1222

Roadsafe Traffic Systems           --                     $261,929
3537 Delgany Street
Denver, CO 80216

K&M Enterprises, Inc.              --                     $250,400
690 West 62nd Avenue
Denver, CO 80216

Tri State Reclaimers               --                     $218,325

Power Motive Corp.                 --                     $162,517

Wylaco Supply Company              --                     $113,531

Albert Frei & Sons                 --                      $82,288

Bestway Concrete Company           --                      $72,281

Xcel Energy                        --                      $69,801

McCarthy Trucking                  --                      $60,000

A&E Tire, Inc.                     --                      $55,000

Holly Frontier Refining            --                      $52,291

CCI Surety, Inc.                   --                      $43,020

Pete Lein & Sons, Inc.             --                      $34,693

Honnen Equipment Company           --                      $29,116

Willis of Colorado, LLC            --                      $27,000

Lawlis & Bruce                     --                      $24,016

Severson Supply Co.                --                      $19,012

Sturgeon Electric Company          --                      $18,301


PROGENCY UNIVERSAL: Case Summary & 6 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Progency Universal, PA
          fdba Jason Battle, DDS PA
          dba Premiere Orthodontics
        322 E. Central Boulevard, #1109
        Orlando, FL 32801

Bankruptcy Case No.: 12-04413

Chapter 11 Petition Date: April 2, 2012

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

Judge: Arthur B. Briskman

Debtor's Counsel: R. Scott Shuker, Esq.
                  LATHAM SHUKER EDEN & BEAUDINE LLP
                  P.O. Box 3353
                  Orlando, FL 32802
                  Tel: (407) 481-5800
                  Fax: (407) 481-5801
                  E-mail: bankruptcynotice@lseblaw.com

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

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

The Company's list of its six largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/flmb12-04413.pdf

The petition was signed by Jason Battle, president.


QUANTUM CORP: Pays Down $20MM Debt, Refinances Remaining $49MM
--------------------------------------------------------------
Quantum Corp. has paid down $20 million of its senior debt and
refinanced the remaining $49 million as part of a new 5-year
credit agreement with Wells Fargo Capital Finance, LLC.  That
agreement includes a $55 million revolving line of credit and a
$20 million revolver sub-facility, with terms that give Quantum
greater operational flexibility.  In addition, the refinancing is
expected to save the company approximately $2 million in annual
interest expense and bank fees, beginning with fiscal year 2013
(starts April 1, 2012).

"This is an important milestone for Quantum, demonstrating how far
we've come in strengthening our balance sheet over the past
several years," said Linda Breard, senior vice president and CFO
of Quantum.  "This progress also reflects the significant
improvement we've made in growing our branded business and
positioning the company as a key player in some of the most
vibrant segments of storage - data deduplication, virtual machine
and cloud-based data protection, and big data management.  During
the last six months, we've introduced new solutions in each of
these market segments, incorporating industry-leading technologies
that provide customers with better, more cost-effective options
for meeting their IT and business needs."

                      About Quantum Corp.

Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in
backup, recovery and archive.  Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported
by a world-class sales and service organization.

The Company's balance sheet at Dec. 31, 2011, showed $415.19
million in total assets, $456.93 million in total liabilities and
a $41.73 million total stockholders' deficit.

                          *     *     *

In January 2011, Moody's Investors Service upgraded Quantum
Corporation's Corporate Family and Probability of Default ratings
to B2 from B3 and revised the ratings on the senior secured debt
obligations to Ba3 from B1.  The rating outlook is positive.  The
upgrade of the CFR to B2 reflects Quantum's improved operating
performance, which stems from strong customer adoption and growth
of its higher margin branded disk-based systems and software
products, which Moody's expects to continue in FY12.

In March 2011, Standard & Poor's Ratings Services raised its
corporate credit rating on storage manufacturer Quantum Corp. to
'B' from 'B-'.  The outlook is stable.  "The upgrade reflects that
the company has posted four sequential quarters of sustained
EBITDA generation, despite ongoing declines in its core tape
business and the absence of an EMC licensing arrangement," said
Standard & Poor's credit analyst Lucy Patricola.  In addition,
debt/EBITDA has been stable for the last four quarters at about 4x
and reduced from 2009 levels, primarily reflecting application of
free cash flow to debt reduction.


RANCHER ENERGY: Hires Borgers & Cutler as Accountants
-----------------------------------------------------
Rancher Energy Corp., seeks permission from the U.S. Bankruptcy
Court to employ Borgers & Cutler CPA PLLC as accountant.

The Debtor said its current accounting professionals, Hein &
Associates, while experienced and knowledgeable, are no longer
necessary, except for the preparation of 2011 tax returns.

The Debtor also said it is trying to minimize its costs and
utilize professionals whose services are more cost effective for
the level of professional assistance needed.

Borgers will:

   a. provide services pursuant to the Debtor's needs, desires and
      requests in connection with the Debtor's finances, books and
      records;

   b. prepare accounting and financial reports and records;

   c. perform audits of financial statements and records for
      Dec. 31, 2011 Form 10Q and for the year ending March 31,
      2012; and

   d. provide any other accounting tasks requested by the Debtor.

Borgers has advised Debtor they will charge Debtor's bankruptcy
estate for his services, based on the hourly rate of $200 per hour
for Partners, $150 per hour for Staff Accountants and $75 per hour
for Administrative and Support Staff.  Expenses will be charged to
the Debtor plus an 8% administrative expense.  B&C estimates their
costs to be between $15,000 and $20,000.

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

                      About Rancher Energy

Denver, Colorado-based Rancher Energy Corp. (OTC BB: RNCHQ)
-- http://www.rancherenergy.com/-- is an independent energy
company that explores for and develops produces, and markets oil
and gas in North America.  Through March 2011, the Company
operated four oil fields in the Powder River Basin, Wyoming.

Effective March 1, 2011, the Company sold all of its oil and gas
properties, which has allowed it to eliminate the majority of its
debt and also provide financial resources during its continuing
reorganization.

The Company was formerly known as Metalex Resources, Inc., and
changed its name to Rancher Energy Corp. in 2006.  Rancher Energy
Corp. was incorporated in the State of Nevada on Feb. 4, 2004.

Rancher Energy filed for Chapter 11 bankruptcy protection on
Oct. 28, 2009 (Bankr. D. Colo. Case No. 09-32943).  In its
petition, the Company estimated assets and debts of between $10
million and $50 million each.

The Debtor is represented by:

         Michael J. Guyerson, Esq.
         Christian C. Onsager, Esq.
         ONSAGER, STAELIN & GUYERSON, LLC
         1873 S. Bellaire St., Suite 1401
         Denver, Colorado 80222
         Tel: (303) 512-1123
         Fax: (303) 512-1129
         E-mail: mguyerson@osglaw.com
                 consager@osglaw.com

The Company sold substantially all of its assets effective
March 1, 2011, to Linc Energy Petroleum (Wyoming), Inc. in
exchange for cash of $20 million plus other potential future
consideration up to $825,000, and subject to other adjustments.
The deal was approved Feb. 24, 2011.

As reported in the Troubled Company Reporter on March 25, 2011,
the Company delivered to the Bankruptcy Court a first amended
Chapter 11 plan of reorganization, and first amended disclosure
statement explaining that plan.


RANCHER ENERGY: Disclosure Statement Hearing Set for April 25
-------------------------------------------------------------
Rancher Energy Corp., filed with the Bankruptcy Court a Disclosure
Statement explaining its Second Amended Plan of Reorganization.
The Court will hold a hearing on April 25, 2012, at 11:00 a.m. to
consider approval of the Disclosure Statement.  Objections to the
plan outline are due April 12.

The Plan contemplates that cash will be distributed to all
creditor classes in order of priority until they are paid in full
or no more cash remains above the amount needed to wind up
Rancher's affairs.  If Rancher is successful in paying all
creditor classes in full, Rancher's Board will wind up Rancher's
affairs and distribute any remaining cash to the shareholders, or,
if the remaining cash and other assets exceed $2.0 million, the
Board may elect to continue in the oil and gas business.

Under the Plan, certain insider claimants with convertible notes
are given the option of conversion, but conversion is unlikely.
Warrant holders will receive common stock at a ratio of 1 share
per 100 shares purchasable under the warrant.

The proceeds from the sale of the Debtor's assets, as well as
income or other proceeds from a contract with Merit Energy and
other revenue Rancher may generate will be used to fund an "Asset
Pool".

If after all Allowed Claims are satisfied in full and funds are
deposited in the Disputed Claims Reserve sufficient to pay all
Disputed Claims, if any, as provided in the Plan and Rancher has
more than $1,500,000 in cash or other assets (or such lesser
amount as the Board may determine with approval by Rancher's
shareholders), including any receivable due from the existing
contract with Merit Energy, then the Board may determine that it
is in the best interest of its shareholders to continue Rancher's
operations as a public company.  In such event, Rancher would
continue to operate in the oil and gas business.  The focus of
Rancher's activities would be the purchase of non-operating
interests in producing oil and gas properties in the Rocky
Mountain area, with the decision to purchase such interests
depending on the economics of each prospect.  In addition, Rancher
may seek strategic transactions with other existing public and
private companies to raise additional capital and invest in other
oil and gas enterprises.

If the Board determines not to continue Rancher's operations, then
the Board may wind up Rancher's affairs in accordance with
applicable law.  Until such time as a shareholder election occurs,
Rancher will maintain its publicly traded status and do all that
is reasonably necessary to maintain the same.

A copy of the company's disclosure statement is free at:

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

                      About Rancher Energy

Denver, Colorado-based Rancher Energy Corp. (OTC BB: RNCHQ)
-- http://www.rancherenergy.com/-- is an independent energy
company that explores for and develops produces, and markets oil
and gas in North America.  Through March 2011, the Company
operated four oil fields in the Powder River Basin, Wyoming.

Effective March 1, 2011, the Company sold all of its oil and gas
properties, which has allowed it to eliminate the majority of its
debt and also provide financial resources during its continuing
reorganization.

The Company was formerly known as Metalex Resources, Inc., and
changed its name to Rancher Energy Corp. in 2006.  Rancher Energy
Corp. was incorporated in the State of Nevada on Feb. 4, 2004.

Rancher Energy filed for Chapter 11 bankruptcy protection on
Oct. 28, 2009 (Bankr. D. Colo. Case No. 09-32943).  In its
petition, the Company estimated assets and debts of between $10
million and $50 million each.

The Debtor is represented by lawyers at Onsager, Staelin &
Guyerson, LLC.

The Company sold substantially all of its assets effective
March 1, 2011, to Linc Energy Petroleum (Wyoming), Inc. in
exchange for cash of $20 million plus other potential future
consideration up to $825,000, and subject to other adjustments.
The deal was approved Feb. 24, 2011.

As reported in the Troubled Company Reporter on March 25, 2011,
the Company delivered to the Bankruptcy Court a first amended
Chapter 11 plan of reorganization, and first amended disclosure
statement explaining that plan.


RAPTOR TECHNOLOGY: Delays Form 10-K for 2011
--------------------------------------------
Raptor Technology Group, Inc.'s annual report could not be filed
within the prescribed time period due to the Company requiring
additional time to prepare and review the annual report for the
period ended Dec. 31, 2011.  That 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, the Company will file its Form 10-K no later than fifteen
calendar days following the prescribed due date.

Raptor Technology Group, Inc., headquartered in Groveland,
Florida, currently manufactures multi-feedstock biodiesel
production facilities, specializing in modular system packages.

The Company's balance sheet at Sept. 30, 2011, showed $3.2 million
in total assets, $3.4 million in total liabilities, and a
stockholders' deficit of $176,178.

"During the nine months ended Sept. 30, 2011, the Company incurred
a loss of $1,261,878 and as of Sept. 30, 2011, the Company had a
working capital deficit of $704,170.  These and other factors
raise doubt about the Company' ability to continue as a going
concern."


REDDY ICE: Talking Prepacked Bankruptcy With Creditors
-----------------------------------------------------
Reddy Ice Holdings Inc. said it won't file the 2011 annual report
on time because it's involved in "active discussions with various
stakeholders regarding alternatives to modify its capital
structure and reduce the company's leverage."

The company said a prepackaged bankruptcy may be the quickest
means to effect its plan of reorganization.

The Company said a "prepackaged" bankruptcy may provide the most
expeditious manner in which to affect our plan of reorganization.
This process is not expected to have an adverse effect on our
operations.  Immediately upon filing, the Company said it would
request Bankruptcy Court approval to pay critical suppliers and
other vendors in the ordinary course of business, which request is
commonly approved in similar situations.  All of its customers
would continue to be serviced without interruption.

In a prepack, creditors vote on the plan before the Chapter 11
petition is filed.

                          About Reddy Ice

Reddy Ice Holdings, Inc. is a manufacturer and distributor of
packaged ice in the United States.  With approximately 1,500 year-
round employees, the Company sells its products primarily under
the widely known Reddy Ice(R) brand to a variety of customers in
34 states and the District of Columbia.  The Company provides a
broad array of product offerings in the marketplace through
traditional direct store delivery, warehouse programs and its
proprietary technology, The Ice Factory(R).  Reddy Ice serves most
significant consumer packaged goods channels of distribution, as
well as restaurants, special entertainment events, commercial
users and the agricultural sector.

The Company also reported a net loss of $36.15 million on
$273.57 million of revenue for the nine months ended Sept. 30,
2011, compared with a net loss of $11.47 million on
$260.20 million of revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $460.94
million in total assets, $525.26 million in total liabilities and
a $64.32 million total stockholders' deficit.

                           *     *     *

Reddy Ice carries 'B-' issuer credit ratings, with "negative"
outlook, from Standard & Poor's.

As reported by the Troubled Company Reporter on Nov. 8, 2011,
Moody's Investors Service lowered Reddy Ice Holdings, Inc.'s
corporate family and probability-of-default ratings to Caa1 from
B3, and its $12 million senior discount notes due 2012 to Caa3
from Caa2.  Moody's also lowered the rating on Reddy Ice
Corporation's $300 million first lien senior secured notes due
2015 to B3 from B2 and the $139 million second lien notes due 2015
to Caa3 from Caa2.  The ratings outlook remains negative.  The
speculative grade liquidity rating was affirmed at SGL-3.

The ratings downgrade reflects Moody's expectation that Reddy
Ice's operating performance is unlikely to materially improve over
the foreseeable future given the uncertain macro environment and
the competitive nature of the U.S. packaged ice industry.


REDDY ICE: Can Borrow Add'l $10MM From Macquarie Under Loan Pact
----------------------------------------------------------------
Reddy Ice Corporation entered into an amendment of its existing
credit facility with Macquarie Bank Limited, the sole lender under
its existing credit facility, on March 27, 2012.  The amendment:

   (i) eliminates the minimum liquidity covenant contained in the
       existing credit facility through July 15, 2013; and

  (ii) permits Reddy Corp to obtain additional liquidity through
       (x) a term loan of up to $10 million but no less than $8
       million from Macquarie Bank Limited, secured by certain
       unencumbered real estate assets and subject to the delivery
       of satisfactory appraisals, surveys and title insurance
       policies, and (y) the factoring of accounts receivable.

In connection with obtaining the amendment to its existing credit
facility and Macquarie Bank Limited's commitment for the term
loan, Reddy Corp paid a non-refundable fee of $2.0 million to
Macquarie Bank Limited.

On March 30, 2012, Reddy Corp obtained a waiver from Macquarie
Bank Limited, in its capacity as administrative agent for Reddy
Corp's existing credit facility, to waive any default or event of
default that may occur as a result of Reddy Corp's failure to
deliver its 2011 financial statements by March 30, 2012, or that
may occur as a result of Reddy Corp's delivery of its 2011
financial statements containing an impermissible qualification
relative to substantial doubts about its ability to continue as a
going concern.  The waiver extends the time period during which
Reddy Corp may deliver its 2011 financial statements to Macquarie
Bank Limited to April 16, 2012.  The waiver terminates on
April 16, 2012, if Reddy Corp has not delivered its 2011 financial
statements; upon the occurrence of an event of default not
specifically waived; and in all other circumstances on March 30,
2013.

                          About Reddy Ice

Reddy Ice Holdings, Inc. is a manufacturer and distributor of
packaged ice in the United States.  With approximately 1,500 year-
round employees, the Company sells its products primarily under
the widely known Reddy Ice(R) brand to a variety of customers in
34 states and the District of Columbia.  The Company provides a
broad array of product offerings in the marketplace through
traditional direct store delivery, warehouse programs and its
proprietary technology, The Ice Factory(R).  Reddy Ice serves most
significant consumer packaged goods channels of distribution, as
well as restaurants, special entertainment events, commercial
users and the agricultural sector.

The Company also reported a net loss of $36.15 million on
$273.57 million of revenue for the nine months ended Sept. 30,
2011, compared with a net loss of $11.47 million on
$260.20 million of revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $460.94
million in total assets, $525.26 million in total liabilities and
a $64.32 million total stockholders' deficit.

                           *     *     *

Reddy Ice carries 'B-' issuer credit ratings, with "negative"
outlook, from Standard & Poor's.

As reported by the TCR on Nov. 8, 2011, Moody's Investors Service
lowered Reddy Ice Holdings, Inc.'s corporate family and
probability-of-default ratings to Caa1 from B3, and its $12
million senior discount notes due 2012 to Caa3 from Caa2. Moody's
also lowered the rating on Reddy Ice Corporation's $300 million
first lien senior secured notes due 2015 to B3 from B2 and the
$139 million second lien notes due 2015 to Caa3 from Caa2. The
ratings outlook remains negative.  The speculative grade liquidity
rating was affirmed at SGL-3.

The ratings downgrade reflects Moody's expectation that Reddy
Ice's operating performance is unlikely to materially improve over
the foreseeable future given the uncertain macro environment and
the competitive nature of the U.S. packaged ice industry.


REDDY ICE: Moody's Cuts Corp. Family Rating to 'Ca'; Outlook Neg.
-----------------------------------------------------------------
Moody's Investors Service lowered Reddy Ice Holdings, Inc.'s
corporate family rating to Ca from Caa1, the probability of
default rating to Ca from Caa1, and its $12 million senior
discount notes due 2012 to C from Caa3. Moody's also lowered the
rating on Reddy Ice Corporation's $300 million first lien senior
secured notes due 2015 to Caa3 from B3 and the $139 million second
lien notes due 2015 to C from Caa3. The ratings outlook remains
negative. The speculative grade liquidity rating was lowered to
SGL-4 from SGL-3.

The ratings downgrade reflects weaker than expected operating
performance, a lack of liquidity and the company's recent
announcement that is in active discussions with stakeholders to
modify its capital structure and reduce leverage, and that a
"prepackaged" bankruptcy may be the quickest way for it to affect
its plan of reorganization. As such, the downgrade of the ratings
reflects the heightened risk of a restructuring short-term.

Ratings downgraded:

Reddy Ice Holdings, Inc.

Corporate family rating to Ca from Caa1

Probability of default rating to Ca from Caa1

$12 million 10.5% senior discount notes due 2012 to C (LGD6,
96%) from Caa3 (LGD6, 96%)

Speculative grade liquidity rating to SGL-4 from SGL-3

Reddy Ice Corporation

$300 million first lien senior secured notes due 2015 to Caa3
(LGD3, 38%) from B3 (LGD3, 38%)

$139 million second lien senior secured notes due 2015 to C
(LGD5, 84%) from Caa3 (LGD5, 84%)

Ratings Rationale

The Ca corporate family rating reflects the high risk of a near
term default, weaker than expected operating performance and a
weak liquidity profile. Reddy Ice announced that it expects
adjusted EBITDA to decline to $44.5 million in 2011 from $51.8
million in 2010. Moody's views the capital structure as
unsustainable since leverage is close to 10 times for 2011 (based
on Moody's standard adjustments) and interest coverage is well
below 1 times.

Reddy Ice was unable to file its 10-K for the period ended
December 31, 2011. On March 27, 2012, the company completed an
amendment to the revolving credit facility that eliminates the
liquidity covenant through July 15, 2013 and permits it to obtain
additional liquidity (term loan up to $10 million). On March 30,
2012, the company obtained a waiver for the revolving credit
facility to waive any event of default related to its inability to
file the 10-K. The waiver terminates April 16, 2012.

The downgrade of the speculative grade liquidity rating to SGL-4
reflects Moody's view that the company's liquidity profile is weak
due to a small unrestricted cash balance, expectations for
negative free cash flow, no excess capacity under the revolving
credit facility, and the pending expiration of the waiver on the
revolving credit facility.

The negative outlook reflects the heightened risk of a debt
restructuring short-term.

A bankruptcy filing would result in the probability of default
rating being lowered to D. A distressed exchangeor payment default
would result in the probability of default rating being lowered to
D or an "/LD" appended to the probability of default rating.

The ratings could be upgraded if Reddy Ice improve its operating
performance and executes a balance sheet restructuring that
materially reduces debt and improves liquidity on a sustained
basis.

The principal methodology used in rating Reddy Ice Holdings, Inc.
was the Global Packaged Goods Industry Methodology published in
July 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.

Reddy Ice Holdings, Inc. through its wholly-owned subsidiary,
Reddy Ice Corporation, manufactures and distributes packaged ice
products. Estimated revenues for the fiscal-year ended
December 31, 2011 were approximately $329 million.


ROBINO-BAY: Chapter 11 Reorganization Case Dismissed
----------------------------------------------------
The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for
the District of Delaware dismissed the Chapter 11 cases of Robino-
Bay Court Plaza, LLC, et al.

As reported in the Troubled Company Reporter on Nov. 4, 2011,
Roberta A. DeAngelis, the U.S. Trustee for Region 3, in her motion
for case dismissal or conversion, explained that:

   1. there is a continuing loss to or diminution of the estate
   and the absence of a reasonable likelihood of rehabilitation;

   2. the Debtors never filed their initial operating report, (b)
   have been chronically late in filing their monthly operating
   reports, and (c) have not yet filed their monthly operating
   reports for the months of July or August 2011, which are past
   due.

   3. the Debtors have failed to provide information requested by
   the U.S. Trustee;

   4. the Debtors have failed to file a disclosure statement or to
   file or confirm a plan within the exclusivity periods which
   have since expired.

As reported in the TCR on Oct. 10, 2011, Dover Bay Court Plaza
also asked the Court to dismiss the Debtors' cases.

Dover Bay is a holder of the first mortgage secured against Bay
Court Plaza's shopping center, all leases and other assets.  As of
Nov. 10, 2010, payoff of Dover Bay's debt was $11,833,269 with
interest accruing at $2,607 per diem.  Debtors have made zero
payments to Dover Bay since they filed for bankruptcy.

                  About Robino-Bay Court Plaza

Wilmington, Delaware-based Robino-Bay Court Plaza, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 10-
12376) on July 28, 2010.  The Debtor is represented by John D.
McLaughlin, Jr., Esq., at Ciardi Ciardi & Astin.  The Debtor
estimated its assets and debts at $10 million to $50 million in
its Chapter 11 petition.

An affiliate, Robino-Bay Court Pad, LLC, filed a separate Chapter
11 petition (Case No. 10-12377) on July 28, 2010, estimating its
assets at $500,001 to $1 million and debts at $1 million to
$10 million as of the Petition Date.


ROOMSTORE INC: April 10 Hearing for Liquidator
----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that RoomStore Inc. decided to close the 10 stores in the
Dallas-Fort Worth, Texas, metropolitan area.  Immediately after
bankruptcy, RoomStore hired liquidators and conducted going-out-
of-business sales at 18 locations.  The company itself closed
seven others.

According to the report, if the bankruptcy court in Richmond,
Virginia, agrees with the proposed timetable, liquidators will be
required to submit initial bids on April 6, in anticipation of an
April 9 auction.  A hearing to approve the sales and the selection
of the liquidators will take place April 10.  The liquidator with
the winning bid will serve as RoomStore's agent in conducting the
sales. The leases for the store aren't being sold at this time.

                       About RoomStore Inc.

Richmond, Virginia-based RoomStore, Inc., operates retail
furniture stores and offers home furnishings through
Furniture.com, a provider of Internet-based sales opportunities
for regional furniture retailers.  The Company owns 65% of
Mattress Discounters Group LLC, which operates 83 mattress stores
(as of Aug. 31, 2011) in the states of Delaware, Maryland and
Virginia and in the District of Columbia.

RoomStore was founded in 1992 in Dallas, Texas, with four retail
furniture stores.  With more than $300 million in net sales for
its fiscal year ending 2010, RoomStore is one of the 30 largest
furniture retailers in the United States.

RoomStore filed for Chapter 11 bankruptcy (Bankr. E.D. Va. Case
No. 11-37790) on Dec. 12, 2011, following store-closing sales at
four of its retail stores, located in Hoover, Alabama;
Fayetteville, North Carolina; Tallahassee, Florida; and Baltimore,
Maryland.  When it filed for bankruptcy, the Company operated a
chain of 64 retail furniture stores, including both large-format
stores and clearance centers in eight states: Pennsylvania,
Maryland, Virginia, North Carolina, South Carolina, Florida,
Alabama, and Texas.  It also had five warehouses and distribution
centers located in Maryland, North Carolina, and Texas that
service the Retail Stores.

Judge Douglas O. Tice, Jr., presides over the case.  Lawyers at
Lowenstein Sandler PC and Kaplan & Frank, PLC serve as the
Debtor's bankruptcy counsel.  FTI Consulting, Inc., serves as the
Debtor's financial advisors and consultants.

The Company's balance sheet at Aug. 31, 2011, showed $70.4 million
in total assets, $60.3 million in total liabilities, and
stockholders' equity of $10.1 million.  The petition was signed by
Stephen Girodano, president and chief executive officer.

Liquidator Hilco Merchant Resources, Inc., is represented in the
case by Gregg M. Galardi, Esq., at DLA Piper LLP (US); and Robert
S. Westermann, Esq., and Sheila de la Cruz, Esq., at Hirschler
Fleischer, P.C.

The U.S. Trustee for Region 4 named seven members to the official
committee of unsecured creditors in the case.


SAPPHIRE VP: South Padre Condo Owner Seeks Chapter 11
-----------------------------------------------------
Houston, Texas-based Sapphire VP, LP, filed a Chapter 11 petition
(Bankr. S.D. Tex. Case No. 12-10173) in Brownsville on April 2,
2012.

Sapphire, a Single Asset Real Estate as defined in 11 U.S.C. Sec.
101 (51B), disclosed $64 million in assets and $42.3 million in
liabilities in its schedules.

The Debtor owns the Sapphire Condominiums located at South Padre
Island, Texas.  The property is worth $35 million and secures a
$32.3 million debt.

The Debtor disclosed that its personal property includes that less
of contingency fees, it has a $8.71 million legal malpractice
claim against Winstead P.C. and other parties ($13 million in
damages sought), and $20 million claim against ZCA Residential LLC
under Cause No. 2010-42389, 127th Judicial District Court of
Harris County, ($30 million in damages sought).

A copy of the schedules filed with the petition is available for
free at http://bankrupt.com/misc/txsb12-10173.pdf

Melissa Anne Haselden, Esq., at Hoover Slovacek LLP, in Houston,
serves as counsel to the Debtor.

The petition was signed by Randall J. Davis, as manager of the
Debtor's general partner.


SAPPHIRE VP: Case Summary & 10 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Sapphire VP, LP
        1210 West Clay, Suite 10
        Houston, TX 77019

Bankruptcy Case No.: 12-10173

Chapter 11 Petition Date: April 2, 2012

Court: U.S. Bankruptcy Court
       Southern District of Texas (Brownsville)

Judge: Richard S. Schmidt

Debtor's Counsel: Melissa Anne Haselden, Esq.
                  HOOVER SLOVACEK LLP
                  5847 San Felipe, Suite 2200
                  Houston, TX 77057
                  Tel: (713) 977-8686
                  Fax: (713) 977-5395
                  E-mail: Haselden@hooverslovacek.com

Scheduled Assets: $64,041,722

Scheduled Liabilities: $42,291,055

The petition was signed by Randall J. Davis, manager of Sapphire
South Padre GP, LLC, general partner.

Debtor's List of Its 10 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Port Isabel South Padre Press      --                       $4,096
P.O. Box 308
Port Isabel, TX 78578

Good Project                       --                       $3,221
5455 Dashwood, Suite 200
Bellaire, TX 77401

Centrade USA, Inc.                 --                       $3,139
4265 San Felipe, Suite 220
Houston, TX 77027

Urban Publishers Inc.              --                       $3,000

Green Mountain Energy              --                       $2,896

Andrews Myers P.C.                 --                         $938

Always Open Safe & Lock            --                         $482

Peacock Plumbing Co.               --                         $226

Kenneth Grimmer                    --                         $118

Charlene Goebelt                   --                          $76


SHOPPES AT LAKESIDE: Inks Stipulation With 6 Creditors
------------------------------------------------------
Shoppes of Lakeside, Inc., entered into six separate stipulations
with creditors regarding the treatment of their claims under the
Debtor's Amended Plan of Reorganization dated April 20, 2011.

Pursuant to the stipulations, the Debtor will, among other things:

   1. pay the secured claim of Bisbee-Baldwin Corporation in full
in exchange of Bisbee-Baldwin's withdrawal of any pending motion
for relief from stay, withdrawal of any objection to confirmation
and vote to accept the Debtor's Plan;

   2. authorize the Tax Collector of Duval County, Florida to
collect the taxes on any "other" properties outside of the amended
Plan in accordance with state law in exchange for a vote for the
confirmation of the Amended Plan, subject to all stipulations of
the City of Jacksonville and the Tax Collector;

   3. object to and contest the environmental proof of claim of
City of Jacksonville and will resolve it as provided in the Plan;

   4. amend the Plan to revise the treatment of Class 25 secured
claim of Heartwood 88, LLC -- each holder of Class 25 is entitled
to vote to accept or reject the Plan; and

   5. will pay the secured claim of Iberiabank of $960,071, in
full according to the settlement agreement dated Oct. 31, 2011 in
exchange for Iberiabank's withdrawal of any pending motion for
relief from stay, withdrawal of any objection to confirmation and
vote to accept the Plan.

Full-text copies of the stipulations are available for free at

   http://bankrupt.com/misc/SHOPPESOFLAKESIDE_plan_stipulation.pdf
   http://bankrupt.com/misc/SHOPPESOFLAKESIDE_plan_stipulation_b.pdf
   http://bankrupt.com/misc/SHOPPESOFLAKESIDE_plan_stipulation_c.pdf
   http://bankrupt.com/misc/SHOPPESOfLAKESIDE_plan_stipulation_d.pdf
   http://bankrupt.com/misc/SHOPPESOFLAKESIDE_plan_stipulation_e.pdf
   http://bankrupt.com/misc/SHOPPESOFLAKESIDE_plan_stipulation_f.pdf

As reported in the Troubled Company Reporter on Feb. 29, 2012, the
Debtor also entered into separate stipulations with creditors
Vystar Credit Union and ARS Investors I LP-2011-1 JAX regarding
the treatment of their claims under the Debtor's Amended
Plan of Reorganization dated April 20, 2011.

The Debtor and Vystar Credit agree to modify the Plan to provide
that the Debtor will pay the Claim of Vystar Credit in the amount
of $354,349 in full for a period of 7 years according to a twenty-
year amortization schedule with an interest rate of 5.5%.

The Debtor and ARS Investors stipulate that the Debtor will pay
ARS Investors' secured claim of $368,671 in full for five years
according to a twenty-year amortization schedule with an initial
interest rate of 5.25%.

As previously reported by the TCR on Jan. 24, 2012, the Court has
approved the adequacy of the information of the disclosure
statement filed by Shoppes of Lakeside, Inc., on April 20, 2011,
and the addendum filed on Oct. 20, 2011.

Pursuant to the Plan terms, general unsecured claims will be paid
100% distribution, together with 5% interest, over 84 months.
With respect to the one shareholder who owns 100% equity interest
in the Debtor, no distribution will be made until all prior
classes are paid in full.

                   About Shoppes of Lakeside Inc.

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

As reported in the Troubled Company Reporter on Sept. 21, 2011,
the Debtor disclosed $39,128,747 in assets and $37,748,101 in
liabilities.


SIAG AERISYN: Files for Chapter 11 in Chattanooga
-------------------------------------------------
SIAG Aerisyn, LLC, filed a Chapter 11 petition (Bankr. E.D. Tenn.
Case No. 12-11705) on April 2, 2012 in its hometown in
Chattanooga, Tennessee.

The Debtor manufactures wind towers essential for wind turbines as
alternative energy sources.  The plant is located in Chattanooga,
employing approximately 84 persons.

The Debtor has filed an emergency motion to bar utilities from
discontinuing service.  A hearing on the first day motions is
scheduled April 4, 2012, at 1:30 p.m., before Judge Shelley D.
Rucker.

The Debtor estimated up to $50 million in assets and debts.


SIAG AERISYN: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: SIAG Aerisyn, LLC
          fdba Aerisyn, LLC
        959 Windtower Drive
        Chattanooga, TN 37402

Bankruptcy Case No.: 12-11705

Chapter 11 Petition Date: April 2, 2012

Court: U.S. Bankruptcy Court
       Eastern District of Tennessee (Chattanooga)

Judge: Shelley D. Rucker

Debtor's Counsel: Thomas E. Ray, Esq.
                  SAMPLES, JENNINGS, RAY & CLEM, PLLC
                  130 Jordan Drive
                  Chattanooga, TN 37421
                  Tel: (423) 892-2006
                  E-mail: tn10@ecfcbis.com

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

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

The petition was signed by Joe Kelly, general manager.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
SIAG Schaaf Indsutries AG             --                  03/19/12

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Siskin Steel and Supply Co.        --                     $998,659
P.O. Box 933517
Atlanta, GA 31193

SSAB                               --                     $887,822
6101 Muirfield Drive
Greensboro, NC 80301

SIAG Tube & Tower GMBH             --                     $331,022
Kamenzer Strabe 3
Leipzig Germany 04347

SIAG Schaaf Industries AG          --                     $317,822
21-23 Burgweg
Dernbach Germany 56428

AH Industries, Inc.                --                     $207,827

SIAG Windenergietechnik GMBH       --                     $194,417

SIAG Personal Und Qual GMBH        --                     $124,904

Hailo, LLC                         --                     $100,084

Hempel USA                         --                      $84,218

Millerbend Manifacturing Company   --                      $78,200

Galvin Creek Equipment, LLC        --                      $70,577

Teems Fabrication                  --                      $53,224

Axis Fabrication                   --                      $43,290

Achtung Enterprises, Inc.          --                      $42,315

Hamilton County Trustee            --                      $40,551

RODL & Partner                     --                      $36,171

Skylotec North America             --                      $35,379

Walter A Wood Supply Company       --                      $32,879

C&C Oxygen                         --                      $31,793

K&L Gates LLP                      --                      $30,201


SKY PETROLEUM: Whitley Penn Raises Going Concern Doubt
------------------------------------------------------
Sky Petroleum, Inc., filed on March 30, 2012, its annual report on
Form 10-K for the fiscal year ended Dec. 31, 2011.

Whitley Penn LLP, in Dallas, Texas, expressed substantial doubt
about Sky Petroleum's ability to continue as a going concern.  The
independent auditors noted that the Company will need additional
working capital.

The Company reported a net loss of $1.8 million on $nil revenue
for 2011, compared with a net loss of $1.6 million on
$85,570 of oil revenues for 2010.

The Company's balance sheet at Dec. 31, 2011, showed $12.4 million
in total assets, $419,095 in total liabilities, and stockholders'
equity of $12.0 million.

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

                       http://is.gd/9ZMY2m

Austin, Texas-based Sky Petroleum, Inc.'s primary business is to
identify opportunities to either make direct property acquisitions
or to fund exploration or development of oil and natural gas
properties of others under arrangements in which the Company will
finance the costs in exchange for interests in the oil or natural
gas revenue generated by the properties.

On June 24, 2010, Sky entered into a Production Sharing Contract
("PSC") with the Ministry of Economy, Trade and Energy of Albania,
acting through the National Agency of Natural Resources of Albania
("AKBN").  The PSC became effective ten working days thereafter on
Jan. 3, 2011.  The PSC grants Sky Petroleum exclusive rights to
three exploration blocks (Block Four, Block Five and Block Dumre)
in the Republic of Albania (the "Concession Area").  The
Concession Area covers approximately 1.2 million acres,
representing approximately 20% of the landmass of Albania.  The
PSC has a seven-year term with three exploration periods.  Upon
commercial discovery of gas, the agreement allows for development
and production periods of 25 years plus extensions at the
Company's option.  To date, there have been more than ten
identified prospects including three significant evaluation wells
in each block: Palokastra well in Block Four, Kanina well in Block
Five, and a Dumre well in Block Dumre, Palokastra well in Block
Four, Kanina well in Block Five, and a Dumre well in Block Dumre.
In November 2011, AKBN delivered a letter to Sky Petroleum
alleging material breach of the PSC and providing notice of
termination pursuant to Section 24.2(a) of the PSC for failures to
commence its initial work program, deliver a bank guarantee, open
an office in Albania and establish an Exploration Advisory
Committee.  On Dec. 23, 2011, Sky Petroleum delivered Notice of
Arbitration under the Arbitration Rules of the United Nations
Commission on Internal Trade Law to AKBN and to the Ministry of
Economy, Trade and Energy of Albania to institute an arbitration
proceeding for breach of the PSC in accordance with Article 21 of
the PSC.  The arbitration proceeding is pending and Sky intends to
continue to vigorously pursue its rights and remedies against AKBN
under the mandatory arbitration provision in Article 21 of the
PSC.


SOLAR TRUST: Has Interim Approval for NextEra Loan
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Solar Millennium Inc. was given interim authority
from the judge to borrow $2 million from an affiliate of NextEra
Energy Inc., a prospective buyer.  At the final hearing on April
20, the financing is scheduled to increase to a $3.9 million term
loan and a $18.4 million letter of credit facility.  NextEra is
the parent of Florida Power & Light Co.

The report notes that the loan agreement requires filing papers by
April 4 to sell the business. The bankruptcy court must approve a
sale by May 4 to comply with the proposed loan agreement.

                         About Solar Trust

Solar Trust of America LLC, Solar Millennium Inc., and nine
affiliates filed for Chapter 11 protection (Bankr. D. Del. Lead
Case No. 12-11136) on April 2, 2012.

Solar Trust is a joint venture created by Solar Millennium AG and
Ferrostaal AG to develop solar projects at locations in California
and Nevada.  Located in the "Solar Sun Belt" of the American
Southwest, the project sites have extremely high solar radiation
levels, and allow the Debtors' projects to harness high levels of
solar power generation.  Projects include the rights to develop
one of the world's largest permitted solar plant facilities with
capacity of 1,000 MW in Blythe, California.  Two other projects
contemplated 500 MW solar power facilities in Desert Center,
California and Amargosa Valley, Nevada.

Although the Debtors have obtained highly valuable transmission
right and permits, each project is only in the developmental phase
and does not generate revenue for the Debtors.  Ferrostaal ceased
providing funding two years ago and SMAG, due to its own
deteriorating financial condition, stopped providing funding after
December 2011.

NextEra Energy Resources LLC has committed to provide a
postpetition secured credit facility and has expressed an interest
in serving as stalking horse purchaser for certain of the Debtors'
assets.

Attorneys at Young Conaway Stargatt & Taylor, LLP, serve as
counsel to the Debtors.


SOLAR TRUST: Meeting to Form Creditors' Panel on April 11
---------------------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region 3, will
hold an organizational meeting on April 11, 2012, at 10:00 a.m. in
the bankruptcy case of Solar Trust of America, LLC, et al.  The
meeting will be held at:

   J. Caleb Boggs Federal Building
   844 King Street, Room 5209
   Wilmington, DE 19801

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

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

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

                         About Solar Trust

Solar Trust of America LLC, Solar Millennium Inc., and nine
affiliates filed for Chapter 11 protection (Bankr. D. Del. Lead
Case No. 12-11136) on April 2, 2012.

Solar Trust is a joint venture created by Solar Millennium AG and
Ferrostaal AG to develop solar projects at locations in California
and Nevada.  Located in the "Solar Sun Belt" of the American
Southwest, the project sites have extremely high solar radiation
levels, and allow the Debtors' projects to harness high levels of
solar power generation.  Projects include the rights to develop
one of the world's largest permitted solar plant facilities with
capacity of 1,000 MW in Blythe, California.  Two other projects
contemplated 500 MW solar power facilities in Desert Center,
California and Amargosa Valley, Nevada.

Although the Debtors have obtained highly valuable transmission
right and permits, each project is only in the developmental phase
and does not generate revenue for the Debtors.  Ferrostaal ceased
providing funding two years ago and SMAG, due to its own
deteriorating financial condition, stopped providing funding after
December 2011.

NextEra Energy Resources LLC has committed to provide a
postpetition secured credit facility and has expressed an interest
in serving as stalking horse purchaser for certain of the Debtors'
assets.

Attorneys at Young Conaway Stargatt & Taylor, LLP, serve as
counsel to the Debtors.


SOLAR TRUST: Case Summary & 30 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Solar Trust of America, LLC
        1111 Broadway, 5th Floor
        Oakland, CA 94607

Bankruptcy Case No.: 12-11136

Affiliates that simultaneously filed Chapter 11 petitions:

        Debtor                        Case No.
        ------                        --------
Solar Millennium, Inc.                12-11137

STA Development, LLC                  12-11138
STA Contracting, LLC                  12-11139
Amargosa Valley Solar I, LLC          12-11140
Amargosa Valley Solar II, LLC         12-11141
Palo Verde Solar I, LLC               12-11142
Palo Verde Solar II, LLC              12-11143
Palen Solar I, LLC                    12-11144
Palen Solar II, LLC                   12-11145
CA Solar 10, LLC                      12-11146

Chapter 11 Petition Date: April 2, 2012

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

Judge: Kevin Gross

About the Debtors: Solar Trust is a joint venture created by Solar
                   Millennium AG and Ferrostaal AG to develop
                   solar projects at locations in California and
                   Nevada.  Located in the "Solar Sun Belt" of the
                   American Southwest, the project sites have
                   extremely high solar radiation levels, and
                   allow the Debtors' projects to harness high
                   levels of solar power generation.  Projects
                   include the rights to develop one of the
                   world's largest permitted solar plant
                   facilities with capacity of 1,000 MW in Blythe,
                   California.  Two other projects contemplated
                   500 MW solar power facilities in Desert Center,
                   California and Amargosa Valley, Nevada.

                   Projects are still in development phase.  The
                   Debtors were forced to seek Chapter 11 after
                   Ferrostaal and SMAG stopped funding.   SMAG
                   initiated its own insolvency proceeding in
                   Germany in December 2011.

                   NextEra Energy Resources LLC has committed to
                   provide a postpetition secured credit facility
                   and has expressed an interest in serving as
                   stalking horse purchaser for certain of the
                   Debtors' assets in a Chapter 11 auction.

Debtors' Counsel: Justin H. Rucki, Esq.
                  YOUNG CONAWAY STARGATT & TAYLOR, LLP
                  1000 North King Street
                  Wilmington, DE 19801
                  Tel: (302) 571-6600
                  E-mail: bankfilings@ycst.com

                         - and -

                  Michael R. Nestor, Esq.
                  YOUNG CONAWAY STARGATT & TAYLOR, LLP
                  The Brandywine Building
                  1000 West Street, 17th Floor
                  P.O. Box 391
                  Wilmington, DE 19899
                  Tel: (302) 571-6600
                  Fax: (302) 571-1253
                  E-mail: bankfilings@ycst.com

Debtors'
Special Corporate
Counsel:          K&L GATES LLP

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

Estimated Debts: $50,000,000 to $100,000,000

The petition was signed by Edward Kleinschmidt, president and
chief operating officer.

Consolidated List of the Debtors' 30 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Kiewit Power Engineers Co.         Trade                $3,115,947
P.O. Box 841025
Dallas, TX 75284-1025

Citi                               Services             $3,068,936
388 Greenwich Street, 34th Floor
New York, NY 10013

Wildlands California Holdings, LLC Option Contract      $2,770,528
3855 Atherton Road
Rocklin, CA 95765

Solarhybrid US Holding Company,    Loan                 $2,437,000
Inc.
220 Montgomery Street, 15th Floor
San Francisco, CA 94104

Milbank, Tweed, Hadley & McCloy    Services             $2,157,927
LLP
1 Chase Manhattan Plaza
New York, NY 10005-1413

McKinsey & Company                 Services             $2,150,000
P.O. Box 7247-7255
Philadelphia, PA 19170-7255

Deutsche Bank                      Services             $1,505,501
60 Wall Street
New York, NY 10005

Chevron Energy Solution, Inc.      Trade Debt           $1,000,000
345 California, 18th Floor
San Francisco, CA 94104-2624

Paul, Hastings, Janofsky & Walker  Services               $993,409
LLP
55 Second Street, 24th Floor
San Francisco, CA 94105

AECOM Inc.                         Trade                  $810,340
1178 Paysphere Circle
Chicago, IL 60674

McGuire Woods                      Services               $535,650
Dominion Tower, 23rd Floor
Pittsburgh, PA 15222

Valley Electric Association        Trade                  $513,000
800 E. Highway 372
P.O. Box 237
Pahrump, NV 89041-0237

Morrison & Foerster LLP            Services               $503,137
File No. 72497
P.O. Box 60000
San Francisco, CA 94160-2497

BLM (Nevada)                       Government Contract    $420,238
Pahrump Field Office
4701 N. Torrey Pines Drive
Las Vegas, NV 89130

Galati & Blek LLP                  Services               $401,173
455 Capitol Mall, Suite 350
Sacramento, CA 95814

Kai Schmidt                        Non-Officer            $283,600
580 County Line Road               Severance
Gates Mills, OH 44040

Towers Wastson Delaware Inc.       Services                $96,312

APCO Worldwide, Inc.               Rent                    $92,902

UBS Securities LLC                 Services                $91,209

Orrick, Herrington & Sutcliffe LLP Services                $65,267

Geneerco, Inc.                     Services                $59,824

KPMG LLP                           Services                $56,350

Global Finance Corporation         Trade/Development       $45,671

Lakota Partners/MP                 Services                $45,000

Kaempfer Crowell Renshaw           Services                $43,303
Gronauer, Ltd.

Ellison, Schneider & Harris, LLP   Services                $37,638

Passantino Andersen                Services                $35,541

Bloomberg Finance L.P.             Services                $27,000

APL Limited                        Services                $24,904

Wilson Sonsini Goodrich & Rosati   Services                $23,361


SOUTHERN OAKS: Gets Okay to Hire Welch Law Firm as Counsel
----------------------------------------------------------
Southern Oaks of Oklahoma, LLC, obtained permission from the Hon.
Niles Jackson of the U.S. Bankruptcy Court for the Western
District of Oklahoma to employ Welch Law Firm, P.C., with primary
responsibility for bankruptcy matters to be handled by Ruston C.
Welch, as Chapter 11 counsel.

As reported by the Troubled Company Reporter on Feb. 13, 2012, the
Debtor will pay Welch on an hourly rate basis at the rate of $260
per hour, plus reimbursement of reasonable, necessary expenses.

The Debtor, prepetition, entered into a representation agreement
with Welch, and an insider of the Debtor paid a $16,000 retainer
to Welch.  The Debtor's insiders guaranteed payment of Welch's
fees and costs and further secured the Debtor's obligations
thereunder by a granting a lien for up to $50,000 on the Debtor's
unencumbered assets, which include vehicles, including a Harley
Davidson motorcycle, and real property in Oklahoma City.

                        About Southern Oaks

Southern Oaks of Oklahoma, LLC, filed for Chapter 11 bankruptcy
(Bankr. W.D. Okla. Case No. 12-10356) on Jan. 31, 2012.  Judge
Niles L. Jackson presides over the case.  It scheduled
$14,788,414in assets and $15,352,022 in liabilities.  The petition
was signed by Stacy Murry, manager of MBR.

Affiliates that filed separate Chapter 11 petitions are
Charlemagne of Oklahoma, LLC (Bankr. W.D. Okla. Case No. 10-13382)
on July 2, 2010; and Brookshire Place, LLC (Bankr. W.D. Okla. Case
No. 11-10717) on Feb. 23, 2011.

Southern Oaks owns a 126-unit apartment complex in south Oklahoma
City, 115 single family residences, 10 residential duplexes and 4
commercial properties in the Oklahoma City Metro area and a 100
unit apartment complex in Pryor, Oklahoma.  Southern Oaks operates
the non-apartment Properties by and through an affiliate property
management company, Houses For Rent of OKC LLC, who advertises,
leases, collects rents, pays expenses, provides equipment, labor
and materials for maintenance, repairs and make ready services.

On Jan. 12 and 27, 2012, the Debtor's ownership and operation of
the Properties was consolidated by the merger of various affiliate
entities with the Debtor being the surviving entity.  Those
entities are Southern Oaks Of Oklahoma, LLC; Quail 12, LLC; Quail
13, LLC; 1609 N.W. 47th, LLC; 2233 S.W. 29th, LLC; 400 S.W. 28th,
LLC; South Robinson, LLC; 9 on S.E. 27th, LLC; Southside 10, LLC;
QCB 08, LLC; and Prairie Village of Oklahoma, LLC.


SOUTHERN OAKS: Court Sets June 15, 2012 as Claims Bar Date
----------------------------------------------------------
The Hon. Niles Jackson of the U.S. Bankruptcy Court for the
Western District of Oklahoma has set June 15, 2012, 5:00 p.m. as
the deadline for any individual or entity to file proofs of claim
against Southern Oaks of Oklahoma, LLC.

The Court also set July 30, 2012, as the governmental bar date.

                        About Southern Oaks

Southern Oaks of Oklahoma, LLC, filed for Chapter 11 bankruptcy
(Bankr. W.D. Okla. Case No. 12-10356) on Jan. 31, 2012.  Judge
Niles L. Jackson presides over the case.  Ruston C. Welch, Esq.,
at Welch Law Firm P.C., serves as the Debtor's counsel.  It
scheduled $14,788,414 in assets and $15,352,022 in liabilities.
The petition was signed by Stacy Murry, manager of MBR.

Affiliates that filed separate Chapter 11 petitions are
Charlemagne of Oklahoma, LLC (Bankr. W.D. Okla. Case No. 10-13382)
on July 2, 2010; and Brookshire Place, LLC (Bankr. W.D. Okla. Case
No. 11-10717) on Feb. 23, 2011.

Southern Oaks owns a 126-unit apartment complex in south Oklahoma
City, 115 single family residences, 10 residential duplexes and 4
commercial properties in the Oklahoma City Metro area and a 100
unit apartment complex in Pryor, Oklahoma.  Southern Oaks operates
the non-apartment Properties by and through an affiliate property
management company, Houses For Rent of OKC LLC, who advertises,
leases, collects rents, pays expenses, provides equipment, labor
and materials for maintenance, repairs and make ready services.

On Jan. 12 and 27, 2012, the Debtor's ownership and operation of
the Properties was consolidated by the merger of various affiliate
entities with the Debtor being the surviving entity.  Those
entities are Southern Oaks Of Oklahoma, LLC; Quail 12, LLC; Quail
13, LLC; 1609 N.W. 47th, LLC; 2233 S.W. 29th, LLC; 400 S.W. 28th,
LLC; South Robinson, LLC; 9 on S.E. 27th, LLC; Southside 10, LLC;
QCB 08, LLC; and Prairie Village of Oklahoma, LLC.


SOUTHERN OAKS: Gets Court's Final Nod to Use Cash Collateral
------------------------------------------------------------
Southern Oaks of Oklahoma, LLC, obtained final approval from the
Hon. Niles Jackson of the U.S. Bankruptcy Court for the Western
District of Oklahoma to use cash collateral and to provide
adequate protection to secured creditors InterBank, Quail Creek
Bank, and First Enterprise Bank.

As reported by the Troubled Company Reporter on Feb. 13, 2012, the
Debtor sought the Court's permission to use cash collateral and
provide adequate protection to secured creditors, including
InterBank, formerly known as Union Bank and Rose Rock Bank, QCB,
Kirkpatrick Bank, Suntrust Mortgage, Inc., and Onewest Bank FSB,
formerly IndyMac, as a result of loans to the Debtor.  The Debtor
wanted to use the collateral to pay expenses in accordance with a
proposed three-month budget through April 2012.  The Debtor's
properties have been mortgaged to the secured creditors.
According to papers filed by the Debtor, Quail Creek Bank has a
mortgage on 28 single family residences, 1 duplex and 1 commercial
property owned by the Debtor.  The properties have a market value
of $1,739,364.  Quail Creek is owed part of $3,654,238, which is
secured by 37 other properties.

The Debtor is authorized to use cash collateral as detailed in the
operating budget, a copy of the budget is available for free at:

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

The Debtor's authorization to use cash collateral will be limited
to using cash collateral for the purpose of paying expenses that
are both incurred and that are set out in the Budget, unless
consented to in writing by the secured creditor holding an
interest in such cash collateral.

The Court finds that there is a sufficient equity cushion to
provide the secured creditors adequate protection and that the
Debtor should be allowed use of cash collateral.  InterBank is
provided adequate protection by an equity cushion in the
collateral securing their respective secured claims.  Other
secured creditors are provided adequate protection of the
collateral securing their respective secured claims.

The Debtor will open a separate DIP account for the deposit of the
cash collateral of InterBank's Properties, by Southern Oaks
Apartments, Prairie Village Apartments and InterBank Houses.  Cash
collateral received which is attributable to the collateral of a
secured creditor will be segregated in the appropriate DIP account
for the benefit of that secured creditor and will only be used to
pay expenses for the benefit of that secured creditor's
collateral.  No cash collateral of a particular secured creditor
will be used for the benefit of another secured creditor without
written permission of that secured creditor or a court order.  The
use of cash collateral will be as specified in the Budget.  The
Debtor may use cash collateral to pay fees payable to the U.S.
Trustee as they become due.

The Debtor's actual expenditures won't exceed on a line item basis
the projected expenditures set forth in the Budget by more than 5%
without the prior written consent of Interbank or other secured
creditor as holds an interest in the cash collateral.  Absent the
creditor's written consent, each secured creditor's cash
collateral won't be used to pay expenses in connection with
Properties in which the secured creditor does not have an
interest.

The Debtor will pay to secured creditors Quail Creek Bank,
Kirkpatrick Bank and First Enterprise Bank the amounts towards
current tax and insurance escrows pursuant to existing loan
arrangements with the secured creditors.

These events will result in the automatic termination of the
Debtor's authorization to use cash collateral: (a) entry of an
order dismissing or converting the Debtor's Chapter 11 case to a
Chapter 7 case; (b) entry of an order appointing a Chapter 11
trustee; or, (c) written agreement of the Debtor and the secured
creditor the cash collateral effects.  If the Debtor's actual
expenditures exceed the projected expenditures set forth in the
Budget by more than 5%, then the secured creditor whose cash
collateral use has been exceeded may terminate its consent to use
cash collateral upon 48 hours written notice to the Debtor's
counsel.

On Feb. 20, 2012, InterBank objected to the Debtor's request for
Cash Collateral use.  InterBank had doubted that the Debtor could
provide adequate protection for the use of its cash collateral.
According to InterBank, the Debtor lacked an adequate equity
cushion in its collateral to provide adequate protection.  "Upon
information and belief, the Debtor does not have current
appraisals that would serve as evidence of the collaterals'
current value," InterBank stated.  InterBank said that it wasn't
aware of the basis for the Debtor's assertion of an equity cushion
in InterBank's collateral.  InterBank believed the Debtor would be
unable to carry its burden of proof on this issue.  InterBank also
objected to the use of cash collateral to pay the Murrys or other
insiders.  "The Murrys are using InterBank's
cash collateral to support themselves and their lifestyle.  The
Debtor does not propose to pay InterBank any adequate protection
payment, but nevertheless continues to use InterBank's cash
collateral to pay the Murrys substantial management fees.  The
Murrys are equity owners, but continue to draw cash from the
Debtor while InterBank receives nothing," InterBank said.

On Feb. 21, 2012, Quail Creek also objected to the motion for
interim and final orders authorizing use of cash collateral and
providing adequate protection to secured creditors and in support
of the objection, would adapt the objection filed byInterbank.
Quail Creek objected to any use of its cash collateral to pay
income, fees or expenses of any kind unless consented by Quail
Creek.

The Debtor and Quail Creek Bank have agreed to terms resolving the
objection.

InterBank is represented by:

           Steven W. Bugg
           MCafee & Taft A Professional Corporation
           Tenth Floor, Two Leadership Square
           211 North Robinson
           Oklahoma City, Oklahoma 73102
           Tel: (405) 235-9621
           Fax: (405) 235-0439
           E-mail: steven.bugg@mcafeetaft.com

Quail Creek is represented by:

           Bart A. Boren
           Williams, Boren & Associates, P.C.
           Attorneys
           401 North Hudson
           Oklahoma City, Oklahoma 73102
           Tel:(405) 232-5220
           Fax: (405) 232-1963

First Enterprise is represented by:

           D. Benham Kirk
           Scoggins & Cross
           201 Robert S. Kerr Avenue, Suite 710
           Oklahoma City, OK 73102-4224
           Telephone: (405) 239-4300
           Fax: (405) 239-4305
           E-mail: dbkirk@okhealthlawyer.com

                        About Southern Oaks

Southern Oaks of Oklahoma, LLC, filed for Chapter 11 bankruptcy
(Bankr. W.D. Okla. Case No. 12-10356) on Jan. 31, 2012.  Judge
Niles L. Jackson presides over the case.  Ruston C. Welch, Esq.,
at Welch Law Firm P.C., serves as the Debtor's counsel.  It
scheduled $14,788,414 in assets and $15,352,022 in liabilities.
The petition was signed by Stacy Murry, manager of MBR.

Affiliates that filed separate Chapter 11 petitions are
Charlemagne of Oklahoma, LLC (Bankr. W.D. Okla. Case No. 10-13382)
on July 2, 2010; and Brookshire Place, LLC (Bankr. W.D. Okla. Case
No. 11-10717) on Feb. 23, 2011.

Southern Oaks owns a 126-unit apartment complex in south Oklahoma
City, 115 single family residences, 10 residential duplexes and 4
commercial properties in the Oklahoma City Metro area and a 100
unit apartment complex in Pryor, Oklahoma.  Southern Oaks operates
the non-apartment Properties by and through an affiliate property
management company, Houses For Rent of OKC LLC, who advertises,
leases, collects rents, pays expenses, provides equipment, labor
and materials for maintenance, repairs and make ready services.

On Jan. 12 and 27, 2012, the Debtor's ownership and operation of
the Properties was consolidated by the merger of various affiliate
entities with the Debtor being the surviving entity.  Those
entities are Southern Oaks Of Oklahoma, LLC; Quail 12, LLC; Quail
13, LLC; 1609 N.W. 47th, LLC; 2233 S.W. 29th, LLC; 400 S.W. 28th,
LLC; South Robinson, LLC; 9 on S.E. 27th, LLC; Southside 10, LLC;
QCB 08, LLC; and Prairie Village of Oklahoma, LLC.


SPEEDEMISSIONS INC: Habif Arogeti Raises Going Concern Doubt
------------------------------------------------------------
Speedemissions, Inc., filed on March 30, 2012, its annual report
on Form 10-K for the fiscal year ended Dec. 31, 2011.

Habif, Arogeti & Wynne, LLP, in Atlanta, Ga., expressed
substantial doubt about Speedemissions' ability to continue as a
going concern.  The independent auditors noted that the Company
has suffered recurring losses from operations and has a capital
deficiency.

The Company reported a net loss of $1.6 million on $8.3 million of
revenue for 2011, compared with a net loss of $2.2 million on
$9.3 million of revenue for 2010.

The Company's balance sheet at Dec. 31, 2011, showed $2.2 million
in total assets, $775,376 in total liabilities, $4.6 million of
Series A convertible redeeemable preferred stock, and a
stockholders' deficit of $3.1 million.

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

                       http://is.gd/EbeZL5

Tyrone, Georgia-based Speedemissions, Inc., is a test-only
emissions testing and safety inspection company.


SPINE PAIN: Ham Langston Raises Going Concern Doubt
---------------------------------------------------
Spine Pain Management, Inc., filed on March 30, 2012, its annual
report on Form 10-K for the fiscal year ended Dec. 31, 2011.

Ham, Langston & Brezina, LLP, in Houston, Texas, expressed
substantial doubt about ability to continue as a going concern.
The independent auditors noted that the Company has an accumulated
deficit of $12.59 million and working capital of $775,900 as of
Dec. 31, 2011.  "Additionally, the Company is not generating
sufficient cash flows to meet its regular working capital
requirements."

The Company reported net income of $1.3 million on $5.2 million of
revenue for 2011, compared with net income of $1.1 million on
$3.4 million of revenue for 2010.

The Company's balance sheet at Dec. 31, 2011, showed $6.3 million
in total assets, $2.6 million in total liabilities, and
stockholders' equity of $3.7 million.

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

                       http://is.gd/r7F230

Houston, Tex.-based Spine Pain Management, Inc., is a medical
marketing, management, billing and collection company facilitating
diagnostic services for patients who have sustained spine injuries
resulting from traumatic accidents.


SUN HB 13: Case Summary & 4 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Sun HB 13, LLC
        15814 N. 44th Street
        Phoenix, AZ 85032

Bankruptcy Case No.: 12-21785

Chapter 11 Petition Date: April 2, 2012

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

Judge: Robert N. Kwan

Debtor's Counsel: Arnold H. Wuhrman, Esq.
                  SERENITY LEGAL SERVICES
                  41667 Ivy Street, Suite F 6
                  Murrieta, CA 92562
                  Tel: (951) 304-3720
                  Fax: (951) 848-9340
                  E-mail: Wuhrman@serenitylls.com

Debtor's
Co-Manager:       HIGHPOINT MANAGEMENT SOLUTIONS, LLC

Estimated Assets: $0 to $50,000

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

Affiliates that simultaneously filed Chapter 11 petitions on
April 2, 2012:

        Debtor                        Case No.
        ------                        --------
Sun HB 13, LLC                        12-21785
Sun HB 14 LLC                         12-21786
  Assets: $0 to $50,000
  Debts: $1 million to $50 million
Sun HB 15 LLC                         12-21788
  Assets: $0 to $50,000
  Debts: $1,000,001 to $10,000,000
Sun HB 16 LLC                         12-21789
  Assets: $0 to $50,000
  Debts: $1,000,001 to $10,000,000
Sun HB 18 LLC                         12-21790
Sun HB 25 LLC                         12-21791
Sun HB 40 LLC                         12-21792
Sun HB 62 LLC                         12-21793
Sun HB 71 LLC                         12-21794

Sun HB 13's list of its four largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/cacb12-21785.pdf

Sun HB 15 LLC's list of its four largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/cacb12-21788.pdf

Sun HB 16 LLC's list of its four largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/cacb12-21789.pdf

The petitions were signed by Hardy Landskov, managing member.

An affiliate, Sun HB 63, LLC, filed a Chapter 11 petition (Case
No. 11-47769) on Sept. 5, 2011.


SUNRISE ROYAL: JGB Bank Accepts 45% Loss on Short Sale
------------------------------------------------------
Brian Bandell at South Florida Business Journal, citing papers
filed with the court, reports that JGB Bank accepted a 45% loss on
its mortgage balance by approving the short sale of the Royal
Plaza retail center in Sunrise, Florida.

According to the report, the bank filed a foreclosure lawsuit in
May 2011 against Sunrise Royal Plaza and managing member Benjamin
R. Jacobi over a $4.4 million mortgage.  Sunrise Royal then sought
Chapter 11 bankruptcy protection.  The bankruptcy case was
resolved in March, when the judge approved the sale of the 66,259-
square-foot retail center at 6289-6299 W. Sunrise Blvd. for $2.4
million to Royal Palm Plaza 6289 LLC.

The report notes Ryan Nee with Marcus & Millichap was the broker
in the transaction.

According to the report, state records show that Royal Palm Plaza
6289 LLC is based in Pompano Beach and managed by Arvinder Bajaj
and Nirmal Sawhney.

Sunrise Royal Plaza LLC filed for Chapter 11 protection (Bankr.
S.D. Fla. Case No. 11-43290) on Dec. 2, 2011.  Joel M. Aresty,
Esq., at Mateer & Harbert PA, represents the Debtor.


T SORRENTO: Files for Chapter 11 in Las Vegas
---------------------------------------------
Clark, Nevada-based T Sorrento, Inc., filed a Chapter 11 petition
(Bankr. D. Nev. Case No. 12-13907) in Las Vegas on April 2, 2012.

A meeting of creditors under 11 U.S.C. Sec. 341(a) is scheduled
for May 3, 2012 at 4:00 p.m.

T Sorrento disclosed assets of $17.4 million and debts of
$5.4 million in its schedules.  The Debtor said it owns almost 60
acres of properties in Farmers Branch, Texas.  A copy of the
schedules filed with the petition is available at
http://bankrupt.com/misc/nvb12-13907.pdf


T SORRENTO: Case Summary & 10 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: T Sorrento, Inc.
        1603 LBJ Freeway, Suite 800
        Dallas, TX 75234

Bankruptcy Case No.: 12-13907

Chapter 11 Petition Date: April 2, 2012

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

Judge: Bruce A. Markell

Debtor's Counsel: Zachariah Larson, Esq.
                  MARQUIS AURBACH COFFING
                  10001 Park Run Drive
                  Las Vegas, NV 89145
                  Tel: (702) 382-1170
                  Fax: (702) 382-1169
                  E-mail: cshurtliff@maclaw.com

Scheduled Assets: $17,442,754

Scheduled Liabilities: $5,446,491

The petition was signed by Steven A. Shelley, vice president.

Debtor's List of Its 10 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
WSI Architects, Inc.               Engineering            $168,727
6330 LBJ Freeway, Suite 233
Dallas, TX 75240

Carrolton-Farmers Branch ISD       Property Taxes          $45,480
1445 North Perry Road
Carrollton, TX 75011

Dallas County                      Property Taxes          $40,940
500 Elm Street
Dallas, TX 75202

Centurion American Development     Consulting              $35,750

Apartment Development Services,    Consulting              $25,000
Ltd.

William David Keese PC             Appraisal Fees           $4,081

Collin County                      Property Taxes           $3,500

Geary, Porter & Donovan, PC        Legal                    $1,621

Geary, Porter & Donovan, PC        Legal                       $24

Beeler Guest Owens Architects      Architectural           Unknown


T3 MOTION: Names Rod Keller Named CEO, D. Carney as CFO & CAO
-------------------------------------------------------------
T3 Motion, Inc., announced two additions to the senior management
team, both effective as of April 2, 2012.

Mr. Rod Keller, Jr., has been appointed as the Chief Executive
Officer reporting to the Board of Directors.  Mr. Keller has a
lengthy and successful track record in driving top-line revenue
growth and market share for technology companies.  Prior to
joining T3 Motion, Mr. Keller served as Vice President and General
Manager of DIRECTV's commercial business providing pay-for-TV to
over 400,000 businesses in the U.S.  In this role, Mr. Keller
oversaw sales, marketing, finance, operations, and product
planning and played a key role in the substantial growth in
revenues and market share for the business.

Mr. Keller has previously held positions in high growth technology
companies, including tenure as President and CEO for Siemens Home
and Office Communications, overseeing operations and corporate
strategy; as the head of worldwide sales for Linksys, the consumer
division of Cisco, playing a lead role in helping Linksys expand
market share in Europe, the Middle East, Africa and Asia Pacific;
and as Executive Vice President & General Manager of Toshiba
America Information Systems helped turn around Toshiba's U.S.
personal computer business.  Mr. Keller holds a Bachelor's Degree
in Business Administration from Texas State University and is on
the McCoy School of Business Advisory Board at Texas State
University.

"I believe T3 Motion has a unique product platform that has not
yet been fully recognized for the cost savings and effectiveness
that it brings to the police and security markets and I see the
opportunity for additional platform configurations to address
other unserved markets," said Rod Keller.  It's a great time to
join T3 Motion and as the price of oil continues to increase, we
believe the T 3 value proposition will continue to improve."

Mr. Domonic J. Carney has joined the company as Senior Vice
President of Finance, Chief Financial Officer and Chief Accounting
Officer.  For the past seven years, Mr. Carney was CFO for
Composite Technology Corporation, a manufacturer of high
efficiency carbon composite electric transmission conductors and
renewable energy wind turbines where he was instrumental in growth
management and capital raising.  Mr. Carney also has extensive
experience building scalable operating systems with an additional
fifteen years in high growth technology companies.  Mr. Carney has
a Masters Degree in Accounting from Northeastern University and a
Bachelor's Degree in Economics from Dartmouth College.

"T3 Motion's products generate a proven and significant return on
investment for its customers and are one of the few electric
vehicle companies in existence today to have demonstrated true
commercial success in the EV space.  I am excited for the
opportunity to help drive T3 Motion to profitability," said
Domonic Carney.

"The Board and I are thrilled to have such an experienced and
successful sales driven CEO join us in Rod Keller," stated Ki Nam,
T3 Motion Chairman of the Board.  "Rod brings the determination
and ability to drive sales growth that has been missing here at
T3.  We believe the combination of Rod's ability to drive revenue
growth and both Rod's and Domonic's bottom line focus will soon
result in a significant improvement in shareholder value."

                          About T3 Motion

Costa Mesa, Calif.-based T3 Motion, Inc., develops and
manufactures T3 Series vehicles, which are electric three-wheel
stand-up vehicles that are directly targeted to the public safety
and private security markets.

The Company reported a net loss of $5.50 million in 2011, compared
with a net loss of $8.32 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $5.02 million
in total assets, $2.74 million in total liabilities, and
$2.27 million in total stockholders' equity.

For 2011, KMJ Corbin & Company LLP, in Costa Mesa, California,
expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company has incurred significant operating losses and has had
negative cash flows from operations since inception, and at
Dec. 31, 2011, has an accumulated deficit of $54,886,297.


TEAM NATION: Says Stock "Chill" Hinders Business Activities
-----------------------------------------------------------
Team Nation Holdings, Corp., now known as Emperial Americas, on
Jan. 5, 2012, had entered into a material agreement with Victory
Partners, LLC, for the purchase of controlling interest through
the purchase of four sets of Series A Preferred Shares by Victory
Partners, LLC, in a private sale, the four main holders of 60
Series A Preferred Shares, as well as one billion common shares
from the same four main holders.  It has been determined that
there exists a DTCC applied "chill" on the common stock of the
Company due to previous occurrences outside the control of the
acquiring Company.  Such "chill" was emplaced by DTCC in September
2012.

Management and counsel for Emperial Americas, as well as the
transfer agent and consultants were employed in an effort to
"remove" the "chill" from the common shares by DTCC.  The reasons
for the "Chill" has not been clearly made in any formal manner to
any of the inquiring representatives.  Full cooperation was
rendered to DTCC in the due diligence they requested for documents
in regard to the share issuances which had been made under the
former management.  DTCC required the cooperation of a DTCC
participant, who was the clearing firm for the stock at issue.
When numerous requests were made formally to the Participant
clearing firm involved, by management, transfer agent, and even
DTCC itself to get such cooperation for information, the
Participant refused to cooperate with any party, including
specifically to even talk to DTCC about the matter.

The Company has now come to an impasse and made the determination
that there can be no effective movement of securities, either
through issuance actions, corporate actions at FINRA, including
name changes, reverse stock splits, inability to raise equity
based capital, inability to borrow based on equity, inability to
compensate employees, directors or others, to make acquisitions of
new assets, to settle debt, or to do other  matters based on
equity.  While this chill does not seem to affect current shares
in the market, it has made the Company unable to complete the
planned business activities.  The situation with such a chill is
untenable for business or equity operations as intended.  The
management has determined that activity in the Company will be
limited, and that there will be another entity for operational
placement of assets, and that the assets of Emperial Americas have
not nor will they be placed into this entity.

Management has determined, after numerous consultations, that the
strategy for the common shares of the Company, will call for a
reorganization of the capital structure and the eligibility
through a series of matters to be completed over the next year.
Management is measuring the legal recourse, if any, which may lay
against the former management, however the chill seems to be
related to receivers of those shares, and not to the Corporation
or any action by the former management.

Emperial Americas and Victory Partners will determine and make
those actions over the next three months.  Continued reporting as
a Reporting Act Company, may be delayed, but is being pursued at
the present time.  The determination of SEC defined "Shell" status
will be examined by outside counsel in the next two months.

                         About Team Nation

Newport Beach, Calif.-based Team Nation Holdings Corporation is a
management and services company specializing in management
solutions for title companies and providing title production
services.

The Company reported net income of $323,051 on $1.08 million
of total revenue for the nine months ended Sept. 30, 2011,
compared with net income of $375,694 on $1.25 million of total
revenue for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$3.04 million in total assets, $5.57 million in total liabilities,
and a $2.52 million total shareholders' deficit.

As reported by the TCR on April 13, 2011, Kelly & Company, in
Costa Mesa, Calif., said in its report that the Company's
significant debt servicing requirements, its ongoing operating
losses and negative cash flows along with the depressed value of
its common stock gives raise to substantial doubt about the
Company's ability to continue as a going concern.  The Company
has sustained recurring losses and negative cash flows from
operations, at Dec. 31, 2010 it had negative working capital of
$4.2 million, total liabilities of $6.9 million, and a
stockholders' deficit of $3.9 million.  The Company's only
significant source of revenue, and its sole customer, is a related
party.  The Company expects that it will need to raise substantial
additional capital to accomplish its business plan over the next
several years and plans to generate the additional cash needed
through the sale of its common stock that currently has a
depressed value.  The Company's most significant asset is a group
of eight non-current notes receivable - related party issued by
the Company's directors, amounting to $2.2 million at Dec. 31,
2010 (representing 73% of total assets).


THOMAS GROUP: Files Chapter 7 Liquidation
-----------------------------------------
BankruptcyData.com reports that Thomas Group filed for Chapter 7
protection (Bankr. N.D. Tex. Case No. 12-31847) in Dallas.  The
Company is represented by Stephen A. Roberts of Strasburger &
Price.

Thomas Group announced this month that it has ceased business
operations.  In order to best preserve the value of the Company's
assets for the benefit of its creditors and stockholders, on March
5, 2012, the Company entered into an Agreement to License
Intangible Property with Ops Rules Partners, LLC, pursuant to
which the Company agreed to use its best efforts to transfer all
existing client contracts and existing proposals for services as
well as to license certain selected confidential information and
materials to Ops until Dec.  31, 2013, in exchange for a royalty
on revenue received by Ops as a result of such contracts and
proposals as well as its use of such information and materials.

                        About Thomas Group

Thomas Group, Inc. -- http://www.thomasgroup.com/-- is an
international, publicly-traded professional services firm
specializing in operational improvements.  Thomas Group's unique
brand of process improvement and performance management services
enable businesses to enhance operations, improve productivity and
quality, reduce costs, generate cash and drive higher
profitability.  Known for Breakthrough Process Performance, Thomas
Group creates and implements customized improvement strategies for
sustained performance improvements in all facets of the business
enterprise.


THOR INDUSTRIES: Hiring Hodges Doughty as Bankruptcy Attorneys
--------------------------------------------------------------
Thor Industries, LLC, seeks Bankruptcy Court authority to hire
Hodges, Doughty & Carson, P.L.L.C., as Chapter 11 counsel.

The Debtor proposes to employ the firm at an hourly rate of $300
per hour for Dean B. Farmer, Esq., $250 per hour for all other
partners, $200 per hour for associates, and $95 per hour for
paralegal assistants with the total amount of the compensation to
be fixed and determined by the Court upon proper application
throughout the life of the case.

The Debtor has provided a pre-petition retainer of $25,000 for
legal services in addition to the filing fee of $1,046.  The firm
has set off $7,672 for pre-petition services and there remains
$18,374 in retainer.

The Debtor has agreed as a condition of employment to supplement
the retainer by paying $5,000 per month to counsel during the
pendency of the bankruptcy beginning April 15, 2012.  If required,
equity contributions to the Debtor will be made to supplement the
retainer.

Dean B. Farmer, Esq,. at Hodges Doughty & Carson, attests that the
firm does not hold any adverse interest to the estate, and is a
disinterested person within the meaning of 11 U.S.C. Sec. 101(14).

                       About Thor Industries

Lake City, Tennessee-based Thor Industries, LLC, filed a Chapter
11 petition (Bankr. E.D. Tenn. Case No. 12-50625) in Greenville on
March 30, 2012.  The Debtor disclosed $11.97 million in assets and
$10.0 million in liabilities as of the Chapter 11 filing.  The
Debtor owns the property in Mountain Lake Marina & RV Resort in
Campground Road, Lake City, Tennessee, worth $11 million and
securing an $8.52 million debt.  The Debtor also owns a property
Hickory Bluff Marina, in Camden County, Georgia, worth $875,000
and securing a $375,000 loan.

Judge Marcia Phillips Parsons oversees the case.  The petition was
signed by R. Steven Williams, Sr., chief manager.


THORNBURG MORTGAGE: Trustee May Pursue $35MM Suit Against RBC
-------------------------------------------------------------
Amanda Bransford at Bankruptcy Law360 reports that U.S. District
Judge Benson Everett Legg said Friday that the Chapter 11 trustee
for Thornburg Mortgage Inc. can proceed with a $35 million suit
alleging RBC Capital Markets LLC underpaid when it seized and sold
Thornburg-owned mortgage-backed securities.

According to Law360, Judge Legg gave the green light to trustee
Joel Sher's breach of contract claims over the amount Thornburg --
now called TMST Inc. -- was paid after it failed to satisfy the
securities firm's margin call and RBC seized the securities.

                       About Thornburg Mortgage

Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA)
-- http://www.thornburgmortgage.com/-- was a single- family
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustable
rate mortgages.  It originated, acquired, and retained investments
in adjustable and variable rate mortgage assets.  Its ARM assets
comprised of purchased ARM assets and ARM loans, including
traditional ARM assets and hybrid ARM assets.

Thornburg Mortgage and its four affiliates filed for Chapter 11
bankruptcy (Bankr. D. Md. Lead Case No. 09-17787) on May 1, 2009.
Thornburg changed its name to TMST, Inc.

Judge Duncan W. Keir is handling the case.  David E. Rice, Esq.,
at Venable LLP, in Baltimore, Maryland, served as counsel to
Thornburg Mortgage.  Orrick, Herrington & Sutcliffe LLP served as
special counsel.  Jim Murray, and David Hilty, at Houlihan Lokey
Howard & Zukin Capital, Inc., served as investment banker and
financial advisor.  Protiviti Inc. served as financial advisory
services.  KPMG LLP served as the tax consultant.  Epiq Systems,
Inc., serves claims and noticing agent.  Thornburg disclosed total
assets of $24.4 billion and total debts of $24.7 billion, as of
Jan. 31, 2009.

On Oct. 28, 2009, the Court approved the appointment of Joel I.
Sher as the Chapter 11 Trustee for the Company, TMST Acquisition
Subsidiary, Inc., TMST Home Loans, Inc., and TMST Hedging
Strategies, Inc.  He is represented by his firm, Shapiro Sher
Guinot & Sandler.


TIB FINANCIAL: Delays 2011 Form 10-K for Computational Error
------------------------------------------------------------
TIB Financial Corp. was unable to file its annual report on Form
10-K for the fiscal year ended Dec. 31, 2011, by March 30, 2012,
without unreasonable effort or expense due to the discovery on
March 29, 2012, of a computational error relating to data inputs
affecting the recording of income from investments reported under
the equity method in the Company's financial results for the
fourth quarter of 2011.

                     About TIB Financial Corp.

Headquartered in Naples, Florida, TIB Financial Corp.
-- http://www.tibfinancialcorp.com/-- is a financial services
company with approximately $1.7 billion in total assets and 28
full-service banking offices throughout the Florida Keys,
Homestead, Naples, Bonita Springs, Fort Myers, Cape Coral and
Venice.  TIB Financial Corp. is also the parent company of Naples
Capital Advisors, Inc., a registered investment advisor with
approximately $169 million of assets under advisement.  TIB
Financial Corp., through its wholly owned subsidiaries, TIB Bank
and Naples Capital Advisors, Inc., serves the personal and
commercial banking and investment management needs of local
residents and businesses in its market areas.

As reported in the Troubled Company Reporter on April 6, 2010,
Crowe Horwath LLP, in Fort Lauderdale, Fla., expressed substantial
doubt about the Company's ability to continue as a going concern,
following its 2009 results.  The independent auditors noted that
the Company incurred net losses in 2009, 2008 and 2007, primarily
from loan and investment impairments.  In addition, the Company's
bank subsidiary is operating under an informal agreement with bank
regulatory agencies that requires, among other provisions, higher
regulatory capital requirements.  The Bank did not meet the higher
capital requirement as of Dec. 31, 2009, and therefore is not
in compliance with the regulatory agreement.  Failure to comply
with the regulatory agreement may result in additional regulatory
enforcement actions.  The 2010 Annual Report did not contain a
going concern doubt.

The Company's balance sheet at Sept. 30, 2011, showed
$205.99 million in total assets, $28.20 million in total
liabilities, and $177.78 million in total shareholders' equity.


TITAN ENERGY: Delays Form 10-K for 2011
---------------------------------------
Titan Energy Worldwide, Inc., notified the U.S. Securities and
Exchange Commission that the compilation, dissemination and review
of the information required to be presented in the Form 10-K for
the period 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 anticipates filing its annual report on Form 10-K on
or before the time period allowed.

                         About Titan Energy

New Hudson, Mich.-based Titan Energy Worldwide, Inc., is a
provider of onsite power generation, energy management and energy
efficiency products and services.

As reported in the TCR on April 12, 2011, UHY LLP, in Southfield,
Mich., expressed substantial doubt about Titan Energy Worldwide's
ability to continue as a going concern, following the Company's
2010 results.  The independent auditors noted that of the
Company's recurring losses and accumulated deficit.

The Company's amended balance sheet at Sept. 30, 2011, showed
$5.90 million in total assets, $8.15 million in total liabilities
and a $2.25 million total stockholders' deficit.


TN-K ENERGY: Delays Form 10-K for 2011
--------------------------------------
TN-K Energy Group, Inc., notified the U.S. Securities and Exchange
Commission that it needs additional time to complete the financial
statements to be included in the Form 10-K for the year ended
Dec. 31, 2011.

                         About TN-K Energy

Crossville, Tenn.-based TN-K Energy Group, Inc., an independent
oil exploration and production company, engaged in acquiring oil
leases and exploring and developing crude oil reserves and
production in the Appalachian basin.

The Company also reported net income before taxes of $1.88 million
on $846,065 of revenue for the nine months ended Sept. 30, 2011,
compared with net income before taxes of $3.41 million on $652,834
of revenue for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $2.93
million in total assets, $7.81 million in total liabilities and a
$4.88 million total stockholders' deficit.

As reported in the TCR on April 26, 2011, Sherb & Co., LLP, in New
York City, expressed substantial doubt about TN-K Energy's ability
to continue as a going concern, following the Company's 2010
results.  The independent auditors noted that the Company has
incurred recurring operating losses and will have to obtain
additional financing to sustain operations.


TODD BRUNNER: Judge Dismisses Chapter 11 Bankruptcy Case
--------------------------------------------------------
Alex Ferreras at LoanSafe.org reports that U.S. Bankruptcy Court
Judge James Shapiro threw out on April 2, 2012, Todd Brunner's
bankruptcy filing because he failed to disclose all of his assets
and repeatedly blamed others for the collapse of his empire.

As a result, Mr. Brunner will have to deal with creditors whom he
owes about $19 million without any of the protections given to
debtors who reorganize their debts under Chapter 11 of the
Bankruptcy Code, according to the report.

The report relates Judge Shapiro's ruling came after four days of
testimony.  It is the latest setback facing Mr. Brunner.  In
addition to a $2.2 million judgment won against him last year by
First Business Bank -- a judgment which Mr. Brunner says forced
him into bankruptcy court -- the report relates Mr. Brunner is
also facing a felony charge in Fond du Lac County, Wis., on
allegations of writing a worthless $13,472 check to retrieve a
cigarette boat from a repair shop.  His business practices are
being investigated by the FBI and the Milwaukee Police Department.

The report says Mr. Brunner owns about 200 properties, including
143 in Milwaukee.  He owes back property taxes of about $2 million
to a variety of municipalities including about $1.5 million to
Milwaukee, records show.  Mr. Brunner has not filed federal income
tax returns since 2008 and said he would not be filing for 2011 by
the April 15 deadline.

The report adds the IRS said Mr. Brunner owes it more than
$400,000.

The report says Mr. Brunner listed assets of $24 million on his
bankruptcy filing, though he argued the properties are worth only
a fraction of the listed values.

According to the report, in throwing out Mr. Brunner's case, Mr.
Shapiro cited the number of times Mr. Brunner blamed others for
his troubles.  Mr. Brunner accused a former secretary of throwing
many of his financial records in a snow bank -- an allegation
disputed by the woman -- and says that his previous lawyer told
him to transfer numerous properties to a new corporation to keep
them out of reach of creditors.

The report says Judge Shapiro's order was in response to a U.S.
Trustee motion urging the Court to dismiss Mr. Brunner's
bankruptcy.  According to the report, the judge chastised Mr.
Brunner for failing to disclose all of his holdings and often
disclosing assets only when questioned by creditors or the U.S.
Trustee's office.  Among the assets Mr. Brunner is accused of not
initially disclosing were three pieces of property in Oregon, a
handful of properties in the Milwaukee area, firearms and heavy
equipment, including a forklift.

Todd Brunner filed for Chapter 11 protection (Bankr. E.D. Wis.
Case No. 11-29064) on June 5, 2011.  He bought foreclosed
properties throughout southeastern Wisconsin, turning them into
rental units.  Mr. Brunner faces nearly $20 million in debt.
This is his second Chapter 11 filing.


TREADWELL FAMILY: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Treadwell Family Partners, LP
          dba Holiday Cove Apartments
        600 Holiday Circle, Suite 100
        Forsyth, GA 31029

Bankruptcy Case No.: 12-50890

Chapter 11 Petition Date: April 2, 2012

Court: U.S. Bankruptcy Court
       Middle District of Georgia (Macon)

Debtor's Counsel: Austin E. Carter, Esq.
                  STONE AND BAXTER, LLP
                  577 Mulberry Street, Suite 800
                  Macon, GA 31201
                  Tel: (478) 750-9898
                  E-mail: acarter@stoneandbaxter.com

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

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/gamb12-50890.pdf

The petition was signed by Mary A. Freeman, president of Leland
Treadwell Enterprises, Inc., general partner.


TRIBUNE CO: Davis Wright to Provide Additional Services
-------------------------------------------------------
The Bankruptcy Court approved a supplemental application filed by
Tribune Co. and its affiliates seeking permission to modify the
scope of employment of Davis Wright Tremaine LLP as their special
counsel, nunc pro tunc to February 21, 2012.

The Debtors desire to employ Davis Wright to provide services
consisting of corporate and litigation advice for matters arising
in Washington state, including corporate law and litigation advice
specific to Washington state law applicable to Debtor entities
incorporated in, or operating in, that state.

The Court entered the order after a certification of no objection
was served.

The firm first began providing legal services to the Debtors in
connection with the Washington Matters on February 21.

The Debtors and Davis Wright have agreed that the firm will
continue to charge the Debtors for its legal services on an hourly
basis in accordance with its customary rates and for reimbursement
of expenses incurred.

Lynn T. Manolopoulos, Esq., partner at Davis Wright Tremaine LLP,
in Bellevue, Washington -- lynnmanolopoulos@dwt.com -- discloses
that her firm, with the consent of the Debtors, by Quixote
Foundation, Inc., a former shareholder of Tribune Company, to
advise the foundation in connection with claims asserted or
threatened against former shareholders pursuant to Section 544(b)
of the Bankruptcy Code by, among others, the Official Committee of
Unsecured Creditors.

Notwithstanding that declaration, Ms. Manolopoulos insists that
Davis Wright remains a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.

                        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: Bank Debt Trades at 44% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Tribune Co. is a
borrower traded in the secondary market at 66.11 cents-on-the-
dollar during the week ended Friday, March 30, 2012, a drop of
0.61 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 300 basis points above LIBOR to borrow
under the facility.  The bank loan matures on May 17, 2014.  The
loan is one of the biggest gainers and losers among 177 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                      About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.  The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Tribune CRO Don Liebentritt said it is possible the media company
could emerge late in the third quarter of 2012.

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


TRIDENT MICROSYSTEMS: Wants to Expand Scope of FTI Employment
-------------------------------------------------------------
BankruptcyData.com reports that Trident Microsystems filed with
the U.S. Bankruptcy Court a motion for an order expanding the
scope of employment of FTI Consulting (Contact: Andrew Hinkelman)
to include Andrew Hinkelman serving as CEO in the event the
Debtors' motion authorizing entry into a consulting agreement with
current CEO, Dr. Bami Bastani, is denied - or Bastani no longer
serves as CEO.  The motion also seeks Court approval to pay FTI
Consulting's hourly personnel rates ranging from $280 to $730.

                About Trident Microsystems

Sunnyvale, California-based Trident Microsystems, Inc., designs,
develops, and markets integrated circuits and related software for
processing, displaying, and transmitting high quality audio,
graphics, and images in home consumer electronics applications
such as digital TVs, PC-TV, and analog TVs, and set-top boxes.
The Company has research and development facilities in Beijing and
Shanghai, China; Freiburg, Germany; Eindhoven and Nijmegen, The
Netherlands; Belfast, United Kingdom; Bangalore and Hyderabad,
India; Austin, Texas; and Sunnyvale, California.  The Company has
sales offices in Seoul, South Korea; Tokyo, Japan; Hong Kong and
Shenzhen, China; Taipei, Taiwan; San Diego, California; Mumbai,
India; and Suresnes, France. The Company also has operations
facilities in Taipei and Kaoshiung, Taiwan; and Hong Kong, China.

Trident Microsystems and its Cayman subsidiary, Trident
Microsystems (Far East) Ltd. filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 12-10069) on Jan. 4,
2011.  Trident then promptly sought for protection in the Cayman
Islands.

Judge Christopher S. Sontchi presides over the case.  Lawyers at
DLA Piper LLP (US) serve as the Debtors' counsel.  FTI Consulting,
Inc., is the financial advisor.  Union Square Advisors LLC serves
as the Debtors' investment banker.  PricewaterhouseCoopers LLP
serves as the Debtors' tax advisor and independent auditor.
Kurtzman Carson Consultants is the claims and notice agent.

Trident disclosed $310 million in assets and $39.6 million in
liabilities as of Oct. 31, 2011.

The Official Committee of Unsecured Creditors of Trident
Microsystems, Inc., et al., tapped Pachulski Stang Ziehl & Jones
LLP as its counsel, and Imperial Capital, LLC, as its investment
banker and financial advisor.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
three members to the Committee of Equity Security Holders.


TRIDENT MICROSYSTEMS: Entropic Objects to Sale of Certain Assets
----------------------------------------------------------------
BankruptcyData.com reports that Entropic Communications filed with
the U.S. Bankruptcy Court an objection to Trident Microsystems'
motion to sell certain assets related to its TV business.

The objection asserts, "Entropic doesn't object to the Debtors
attempts to sell its remaining assets in accordance with their
business judgment.  However, the DTV Sale Motion, the proposed
stalking horse bid and the related asset purchase agreement are
ambiguous and potentially misleading to the extent that they
purport to sell assets which has already been sold to Entropic."

As reported in the March 29, 2012 edition of the TCR, Trident
Microsystems Inc. was scheduled for an auction April 2 to learn if
anyone will pay more than the approximately $21 million that Sigma
Designs Inc. is offering for the television business.  A hearing
for approval of the sale will take place April 4.  Patents aren't
among the assets being sold. The price is subject to a working
capital adjustment.

                     About Trident Microsystems

Sunnyvale, California-based Trident Microsystems, Inc., currently
designs, develops, and markets integrated circuits and related
software for processing, displaying, and transmitting high quality
audio, graphics, and images in home consumer electronics
applications such as digital TVs, PC-TV, and analog TVs, and set-
top boxes.  The Company has research and development facilities in
Beijing and Shanghai, China; Freiburg, Germany; Eindhoven and
Nijmegen, The Netherlands; Belfast, United Kingdom; Bangalore and
Hyderabad, India; Austin, Texas; and Sunnyvale, California. The
Company has sales offices in Seoul, South Korea; Tokyo, Japan;
Hong Kong and Shenzhen, China; Taipei, Taiwan; San Diego,
California; Mumbai, India; and Suresnes, France. The Company also
has operations facilities in Taipei and Kaoshiung, Taiwan; and
Hong Kong, China.

Trident Microsystems and its Cayman subsidiary, Trident
Microsystems (Far East) Ltd. filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 12-10069) on Jan. 4,
2011.  Trident said it expects to shortly file for protection in
the Cayman Islands.

Judge Christopher S. Sontchi presides over the case.  Lawyers at
DLA Piper LLP (US) serve as the Debtors' counsel.  FTI Consulting,
Inc., is the financial advisor.  Union Square Advisors LLC serves
as the Debtors' investment banker.  PricewaterhouseCoopers LLP
serves as the Debtors' tax advisor and independent auditor.
Kurtzman Carson Consultants is the claims and notice agent.

Trident had $309,992,980 in assets and $39,607,591 in liabilities
as of Oct. 31, 2011.  The petition was signed by David L.
Teichmann, executive VP, general counsel & corporate secretary.

The Official Committee of Unsecured Creditors of Trident
Microsystems, Inc., et al., tapped Pachulski Stang Ziehl & Jones
LLP as its counsel, and Imperial Capital, LLC, as its investment
banker and financial advisor.

The Official Committee of Equity Security Holders tapped Dewey &
LeBoeuf LLP serves as attorneys, Bayard, P.A., as co-counsel, and
Alvarez & Marsal North America, LLC, as financial advisors.

The Debtors sold to Entropic Communications Inc. their set-top box
business for $65 million.  Entropic came out on top after a 15-
hour court-sanctioned auction.  The opening bid at auction had
been $55 million.


TRIDENT USA: Moody's Assigns 'B2' CFR/PDR; Outlook Stable
---------------------------------------------------------
Moody's Investors Service assigned B2 Corporate Family and
Probability of Default Ratings to Trident USA Health Services,
LLC.  At the same time, Moody also assigned a Ba3 rating to
Trident USA's proposed $50 million revolving credit facility and
$175 million senior secured 1st lien term loan, as well as a Caa1
rating to TridentUSA's proposed $100 million senior secured 2nd
lien term loan. The outlook is stable. This is the first time
Moody's has assigned public ratings to TridentUSA. The proceeds
will be used to refinance about $121 million of existing debt,
fund a $144 million special dividend to shareholders and pay
transaction expenses.

The following ratings and LGD assessments have been assigned:

TridentUSA Health Services, LLC:

Corporate Family Rating at B2;

Probability of Default Rating at B2;

$50 million senior secured revolving credit facility expiring
2016 at Ba3 (LGD 3, 32%)

$175 million senior secured 1st lien term loan due 2017 at Ba3
(LGD 3, 32%)

$100 million senior secured 2nd lien term loan due 2017 at Caa1
(LGD 5, 85%)

The outlook is stable.

Ratings Rationale

Trident's B2 Corporate Family Rating reflects Moody's expectation
that the company will operate with high leverage at about 5 times
on a pro forma basis for the transaction. The rating also reflects
Moody's consideration of the company's limited operating history,
aggressive financial policy with the $144 million debt-financed
dividend and the expectation that Trident will continue to pursue
acquisitions and de novo expansion to supplement organic growth.
Notably, the distribution reflects a return of the sponsor's
initial investment. Moody's believes, therefore that free cash
flow will fund these activities in lieu of debt repayment and that
any projected improvement in leverage will be reliant on growth in
EBITDA. Further, while the company has grown rapidly, the revenue
base is still expected to be relatively small in comparison to
other corporate issuers.

The rating is supported by the company's national presence in a
very fragmented sector and its skill to-date as a consolidator.
Moody's believes this provides advantages in dealing with larger
customers and creates efficiencies that can be leveraged as the
company grows. Additionally, Moody's considers the company's track
record of successfully integrating acquired operations and expect
that margins will remain attractive even with ongoing acquisition
activity.

The stable rating outlook reflects Moody's expectation that the
company will be able to continue to effectively integrate and
improve the operating results of acquired businesses, which will
lead to an expanding revenue base and continued EBITDA growth.
Moody's outlook also reflects the rating agency's assumption that
the company will pursue these acquisitions without significantly
increasing leverage and maintain debt to EBITDA below 5.0 times.
The outlook also incorporates Moody's expectation that the company
will take a measured approach to the expansion of services and
movement into additional care settings.

Given the small revenue size, Moody's does not anticipate
upgrading the rating in the near-term. However, Moody's could
consider an upgrade should the company materially increase its
size, while also reducing leverage to around 4 times on a
sustained basis.

The rating could be lowered should the company become free cash
flow negative, takes on additional debt for acquisitions, become
more shareholder friendly with additional debt-financed dividends
or if revenues and profitability weaken over the medium term such
that leverage reaches about 6.5 times on a sustainable basis.

The principal methodology used in rating Trident USA Holdings
Services, LLC. was the Global Business and Consumer Services
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.

Trident USA, headquartered in Burbank, CA, is a leading vertically
integrated national provider of bedside diagnostics services
offering mobile x-ray, ultrasound, teleradiology and laboratory
services to skilled nursing home, assisted living, home
healthcare, hospice and correctional markets. Trident is owned by
private equity sponsors Audax Group and Frazier Healthcare. The
company recognized revenue of approximately $313 million for the
year end December 31, 2011.


TXU CORP: Bank Debt Trades at 44% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which TXU Corp., now
known as Energy Future Holdings Corp., is a borrower traded in the
secondary market at 56.24 cents-on-the-dollar during the week
ended Friday, March 30, 2012, a drop of 0.73 percentage points
from the previous week according to data compiled by Loan Pricing
Corp. and reported in The Wall Street Journal.  The Company pays
450 basis points above LIBOR to borrow under the facility.  The
bank loan matures on Oct. 10, 2017, and carries Moody's B2 rating
and Standard & Poor's CCC rating.  The loan is one of the biggest
gainers and losers among 177 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

                     About Energy Future

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80%-owned entity within the EFH group, is the largest regulated
transmission and distribution utility in Texas.

The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth.  EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.

The Company's balance sheet at Dec. 31, 2011, showed $44.07
billion in total assets, $51.83 billion in total liabilities, and
a $7.75 billion total deficit.

Energy Future had a net loss of $1.91 billion on $7.04 billion of
operating revenues for the year ended Dec. 31, 2011, compared with
a net loss of $2.81 billion on $8.23 billion of operating revenues
during the prior year.

                           *     *     *

In April 2011, Moody's Investors Service affirmed the 'Caa2'
Corporate Family Rating, 'Caa3' Probability of Default Rating and
SGL-4 Speculative Grade Liquidity Ratings of EFH.  Outlook is
stable.  EFH's Caa2 CFR and Caa3 PDR reflect a financially
distressed company with limited financial flexibility; its capital
structure appears to be untenable, calling into question the
sustainability of the business model; and there is no expectation
for any meaningful debt reduction over the next few years, beyond
scheduled amortizations.

At the end of February 2011, Fitch Ratings it does not expect to
take any immediate rating action on EFH's Texas Competitive
Electric Holdings Company LLC or their affiliates based on recent
default allegations from lender Aurelius.  EFH carries a 'CCC'
corporate rating, with negative outlook, from Fitch.


TXU CORP: Bank Debt Trades at 39% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which TXU Corp., now
known as Energy Future Holdings Corp., is a borrower traded in the
secondary market at 61.31 cents-on-the-dollar during the week
ended Friday, March 30, 2012, a drop of 0.66 percentage points
from the previous week according to data compiled by Loan Pricing
Corp. and reported in The Wall Street Journal.  The Company pays
350 basis points above LIBOR to borrow under the facility.  The
bank loan matures on Oct. 10, 2014, and carries Standard & Poor's
CCC rating.  The loan is one of the biggest gainers and losers
among 177 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                     About Energy Future

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80%-owned entity within the EFH group, is the largest regulated
transmission and distribution utility in Texas.

The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth.  EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.

The Company's balance sheet at Dec. 31, 2011, showed $44.07
billion in total assets, $51.83 billion in total liabilities, and
a $7.75 billion total deficit.

Energy Future had a net loss of $1.91 billion on $7.04 billion of
operating revenues for the year ended Dec. 31, 2011, compared with
a net loss of $2.81 billion on $8.23 billion of operating revenues
during the prior year.

                           *     *     *

In April 2011, Moody's Investors Service affirmed the 'Caa2'
Corporate Family Rating, 'Caa3' Probability of Default Rating and
SGL-4 Speculative Grade Liquidity Ratings of EFH.  Outlook is
stable.  EFH's Caa2 CFR and Caa3 PDR reflect a financially
distressed company with limited financial flexibility; its capital
structure appears to be untenable, calling into question the
sustainability of the business model; and there is no expectation
for any meaningful debt reduction over the next few years, beyond
scheduled amortizations.

At the end of February 2011, Fitch Ratings it does not expect to
take any immediate rating action on EFH's Texas Competitive
Electric Holdings Company LLC or their affiliates based on recent
default allegations from lender Aurelius.  EFH carries a 'CCC'
corporate rating, with negative outlook, from Fitch.


UHHS/CSAHS-CUYAHOGA: Moody's Cuts Rating on $77MM Bonds to 'Ba2'
----------------------------------------------------------------
Moody's Investors Service has downgraded to Ba2 from Baa3 the
long-term ratings assigned to UHHS/CSAHS-Cuyahoga, Inc. &
CSAHS/UHHS-Canton's (dba Mercy Medical Center) $77 million of
outstanding bonds issued through Cuyahoga County, Ohio. The
outlook is negative.

Summary Rating Rationale:

The downgrade of the rating to Ba2 from Baa3 and the maintenance
of the negative outlook are due to the second consecutive year of
very weak financial performance in FY 2011, material declines in
liquidity balances, weak debt service coverage measures, and a
budget that shows continued large operating losses through FY
2012. Favorable factors include Mercy's debt structure with 100%
fixed rate debt and no swaps, conservative investment allocation,
and ownership by Sisters of Charity Health System (although not
legally obligated on the bonds).

Challenges

* Severe downturn in operating performance at Mercy in FY 2010 and
FY 2011 with the hospital barely cash flow positive in both years
(1.3% and 1.6% operating cash flow margins in FY 2010 and FY 2011,
respectively); operating losses totaled $16.1 million
(-5.9% margin) in FY 2011, only slightly better than the $17.3
million loss (-6.6% margin) reported in FY 2010

* Management-prepared operating budget for FY 2012 shows a
continued large operating loss of $11.8 million (-4.1%) despite
aggressive revenue growth (6.6%) assumptions

* Multiple years of weak financial performance have resulted in
unfavorable debt coverage measures, as evidenced by very high
debt-to-cash flow of 68.3 times and extremely thin MADS coverage
of just 0.87 times; additional debt in the form of an $8 million
capital lease also contributing to the weaker debt coverage in FY
2011

* Decline in unrestricted cash and investments to $53.6 million
(71 days cash on hand) as of FYE 2011, down from $68.7 million (94
days cash on hand) at FYE 2010; the FY 2012 budget anticipates
further declines in cash balances to $50.0 million (64 days cash
on hand)

* Larger competitor in the region with Aultman Healthcare
capturing 39.5% market share compared to Mercy's 27.7% (market
share data provided by management); Moody's notes favorably that
Mercy has gained market share over the past several years, pulling
volume from its largest competitor and other smaller hospitals in
the market

* Weaker economy with Stark County having one of the highest
unemployment rates in the state, resulting in rising charity care
and bad debt in FY 2010, although to a lesser degree in FY 2011

Strengths

* Debt structure is fixed rate with no interest rate derivatives

* Current investment allocation is conservative with entirely
fixed income investments and cash, helping to preserve a modest
cash position; 100% of Mercy's investment portfolio can be
liquidated in one month or less

* Favorable inpatient admission trends in FY 2011 (2.4% growth),
following several years of declining patient volumes

* Sisters of Charity Health System (SCHS) is the sole corporate
member of Mercy Medical Center, and while SCHS is not legally
obligated on the Series 2000 bonds, Moody's believes significant
investments at SCHS provide an additional credit strength

Outlook

The negative outlook reflects Moody's expectation that financial
performance in FY 2012 will likely remain very weak, with Mercy
generating very little cash flow and potentially further depleting
cash levels

What Could Make the Rating Go Up

Material improvement in financial performance with strong cash
flow margins, improvement in absolute and relative liquidity
metrics; no dilution of market share; a rating upgrade is unlikely
in the next 12-18 months

What Could Make the Rating Go Down

Continued large operating losses, decline in liquidity levels;
increase in debt without commensurate growth in cash flow; loss of
market share

The principal methodology used in this rating was Not-For-Profit
Healthcare Rating Methodology published in March 2012.


UNITED STATES OIL: Delays Form 10-K for 2011
--------------------------------------------
United States Oil and Gas Corp was unable to timely file its
annual report on Form 10-K for the fiscal year ended Dec. 31,
2011, without unreasonable effort and expense.  The Company's
independent registered public accounting firm needs additional
time to complete its review of the financial statements for the
fiscal year ended Dec. 31, 2011.  The Company represents that it
will file the 2011 10-K by the fifteenth calendar day following
its prescribed due date.

                      About United States Oil

United States Oil and Gas Corp. OTC QB: USOG)
-- http://www.usaoilandgas.com/-- is an oil and gas products,
services and technology company headquartered in Austin, Texas.
Through its subsidiaries, the Company markets and distributes
refined oil and gas (diesel, gasoline, propane, high octane racing
fuels and lubricants) to wholesale and retail customers in the
United States.

The Company reported a net loss of $1.3 million in 2010 and a net
loss of $1.5 million in 2009.  The Company reported a net loss of
$2.37 million for the nine months ended Sept. 30, 2011.

The Company's balance sheet at Sept. 30, 2011, showed
$6.35 million in total assets, $7.43 million in total liabilities,
and a $1.07 million total stockholders' deficit.

As reported in the TCR on April 27, 2011, M&K CPAS, PLLC, in
Houston, Texas, expressed substantial doubt about United States
Oil and Gas Corp.'s ability to continue as a going concern,
following the Company's 2010 results.  The independent auditors
noted that the Company has accumulated losses resulting in an
accumulated deficit as of Dec. 31, 2010.


VELO HOLDINGS: Case Summary & 30 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Velo Holdings Inc.
        20 Glover Avenue
        Norwalk, CT 06850

Bankruptcy Case No.: 12-11384

Affiliates that simultaneously filed Chapter 11 petitions:

        Debtor                            Case No.
        ------                            --------
V2V Holdings LLC                          12-11385
Coverdell & Company, Inc.                 12-11386
LN, Inc.                                  12-11388
V2V Corp.                                 12-11389
FYI Direct Inc.                           12-11390
Vertrue LLC                               12-11391
Idaptive Marketing LLC                    12-11392
My Choice Medical Holdings, Inc.          12-11393
Adaptive Marketing LLC                    12-11394
Interactive Media Group (USA) Ltd.        12-11395
Brand Magnet, Inc.                        12-11396
Nevweblue Communications, Inc.            12-11397
Interactive Media Consolidated Inc.       12-11398

Chapter 11 Petition Date: April 2, 2012

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

About the Debtors: V2V is a premier direct marketing services
                   company, providing individuals and businesses
                   with access to a wide-variety of consumer
                   benefits in the United States, Canada, and the
                   United Kingdom.  The Company was founded in
                   1989 as a membership services company that
                   marketed its membership programs exclusively
                   via telemarketing and, after having nearly a
                   decade of continued growth, went public in
                   1996. In 2007, the Company was acquired by a
                   consortium of private equity firms led
                   primarily by investing affiliates of One Equity
                   Partners.

Debtors' Counsel: Shmuel Vasser, Esq.
                  DECHERT LLP
                  1095 Avenue of the Americas
                  New York, NY 10036-6797
                  Tel: (212) 698-3500
                  Fax: (212) 698-3599
                  E-mail: shmuel.vasser@dechert.com

Debtors'
Financial
Advisor:          ALVAREZ & MARSAL SECURITIES, LLC

Debtors'
Investment
Banker:           ALVAREZ & MARSAL NORTH AMERICA, LLC

Debtors'
Special Counsel:  QUINN EMANUEL URQUHART & SULLIVAN, LLP

Debtors'
Claims and
Notice Agent:     EPIQ BANKRUPTCY SOLUTIONS

Lead Debtors'
Estimated Assets: $100,000,001 to $500,000,000

Lead Debtors'
Estimated Debts: $500,000,001 to $1 billion


As of the Petition Date, the Debtors were indebted under a secured
first lien credit facility and secured second lien credit facility
in the approximate amount of $385 million and $205 million,
respectively. Barclays Bank PLC is the agent under the first lien
credit facility.  Wilmington Trust, National Association is the
second lien agent.

The petitions were signed by George Thomas, general counsel.

Velo's List of Its 30 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Google Inc.                        Trade Payable        $3,721,950
1600 Amphiteatre Parkway
Mountain View, CA 94043

Transunion Interactive Inc.        Trade Payable        $2,303,292
555 W. Adams Street
Chicago, IL 60661

One Technologies Ltd.              Trade Payable        $1,915,234
  dba Spendonlife.Com
8144 Walnut Hill Lane
Dallas, TX 75231

New York State Office of           Litigation           $1,666,667
The Attorney General               Settlement
Consumer Frauds & Protection Bureau
120 Broadway, 3rd Floor
Albany, NY 12224

Mylife.Com                         Trade Payable        $1,133,596
12100 Wilshire Boulevard, Suite 150
Los Angeles, CA 900025

Gofreecredit.Com                   Trade Payable          $541,632
2381 Rosecrans Avenue, Suite 110
EL SEGUNDO, CA 90245

Affiliated Computer Services,      Trade Payable          $529,436
Inc. (ACS)
2828 North Haskell
Dallas, TX 75204

Sabre Holdings (Travelocity)       Trade Payable          $361,910
3150 Sabre Drive
Southlake, TX 76092

Livebridge Inc.                    Trade Payable          $311,680
7303 SE Lake Road
Portland, OR 97267

Yahoo! Inc.                        Trade Payable          $250,389
701 First Avenue
Sunnyvale, NY 94089

Trulia, Inc.                       Trade Payable          $239,326

Magnet Media, Inc.                 Trade Payable          $225,000

Sogetti USA, LLC                   Trade Payable          $216,732

CSIdentitu Corporation             Trade Payable          $215,540

Media Nova, LLC                    Trade Payable          $204,400

Wike, Margaret                     Litigation Settlement  $156,783

Ticket Software LLC                Trade Payable          $146,663

AOL Inc.                           Trade Payable          $145,746

SHI International Corp.            Trade Payable          $132,555

Hanover Insurance Group Inc.       Trade Payable          $130,216

Interra Information Technologies   Trade Payable          $120,203
Inc.

NCC Media                          Trade Payable          $115,448

DG Fastchannel, Inc.               Trade Payable          $106,460

Liveops, Inc.                      Trade Payable          $101,561

Homestore Sales                    Trade Payable           $95,506
  dba Move Sales, Inc.

Viacom Inc.                        Trade Payable           $86,427

IPSoft Incorporated                Trade Payable           $74,339

Cosentry.net, LLC                  Trade Payable           $66,993

Verizon Business Global LLC        Trade Payable           $62,010

CA Technologies                    Trade Payable           $58,705


VERSO PAPER: Moody's Assigns 'B1' Rating to New Secured Notes
-------------------------------------------------------------
Moody's Investors Service assigned a B1 (LGD3 40%) rating to Verso
Paper Holding's proposed 9.75% secured notes due 2019. These notes
are being offered in exchange for Verso's existing $180 million
floating rate second lien notes due 2014.  The proposed debt
exchange is leverage neutral, however the participation rate in
the tender offer may impact the ratings and recovery of several of
Verso's existing notes. Moody's expects the B2 (LGD4 57%) rating
of the 2014 notes being exchanged under this offer and the B2
(LGD4 57%) rating of the company's $396 million existing fixed
rate second lien notes due 2019 to be downgraded if the
participation rate in the announced debt exchange exceeds 66%.
Moody's also affirmed Verso's B2 corporate family (CFR) and
probability of default ratings along with the company's other
ratings. The rating outlook remains stable.

Moody's took the following rating actions:

- Assigned B1 (LGD3 40%) to the proposed 9.75% secured notes due
   2019

Ratings Rationale

Verso's B2 corporate family rating primarily reflects the
company's vertically integrated, relatively low cost asset base
and its scale as the second largest producer of coated papers in
North America. The rating also considers the company's significant
debt load, its narrow product focus and the expectation that the
company will continue to face secular demand declines for its
primary products.

Verso is implementing a plan to refinance and extend a large
portion of its debt; this plan also includes a redistribution of
the collateral securing the debt. The proposed notes are rated B1
(LGD3 40%) or 1 notch higher than the CFR, reflecting their
priority ranking in the overall waterfall of debts. The proposed
notes will have a junior security interest in both the fixed and
current assets of the company, and will be subordinate to the
claims of the Ba2 rated (LGD 1 4%) $150 million Asset-based
revolving credit facility (ABL) and Ba2 rated (LGD 2 20%) $50
million senior secured revolving credit facility and $345 million
senior secured notes due 2019. The holders of the proposed notes
will rank senior to the existing second lien debt, unsecured debt
and subordinated debt at Verso. The rating is subject to Moody's
review of final documentation.

The ratings of the 2014 notes and the $396 million existing fixed
rate second lien notes due 2019, may experience downward pressure,
since their recovery will be diluted with the higher ranking
proposed 9.75% secured notes. The holders of the 2014 notes that
tender their notes for exchange with the proposed 9.75% secured
notes will also consent to the release of collateral securing the
2014 notes. Verso needs the consent of at least two-thirds of the
2014 note holders for the collateral release to be implemented. If
the collateral is released, the claims of the remaining 2014 note
holders will rank behind the $396 million existing fixed rate
second lien notes due 2019. The participation rate in the tender
offer will impact the ratings and recovery. A participation rate
greater than two-thirds would lead to a 1 notch downgrade for the
$396 million existing fixed rate second lien notes due 2019 and a
2 notch downgrade for the untendered portion of the 2014 notes. A
lower participation rate would allow the ratings of the $396
million existing fixed rate second lien notes due 2019 and the
remaining 2014 notes to be unchanged, however, the recovery would
be slightly lower. The Caa1 (LGD5 88%) rating of the subordinated
debt and the Caa1 (LGD6 96%)term loan at the Holdco Verso Paper
Finance Holdings remain unchanged, as the amount of debt ranked
ahead of them in the capital structure remains the same.

The outlook on Verso's ratings is stable, reflecting expectations
that the company will be able to refinance its debt obligations on
a timely basis and that industry fundamentals will allow the
company to maintain credit protection measures appropriate for its
current rating. Moody's will consider an upgrade if RCF/TD were to
approach 10%, with (RCF-CapEx)/TD approaching 5%, both metrics on
a normalized and sustainable basis. Downward rating pressure is
likely to develop if Moody's believes that Verso will not be able
to refinance its remaining near-term debt obligations on a timely
basis or if Verso's normalized RCF/TD and (RCF-CapEx)/TD drop
below 5% and 2%, respectively, for a sustained period of time.

The principal methodology used in rating Verso was the Global
Paper and Forest Products Industry Methodology published in
September 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.

Headquartered in Memphis, Tennessee, Verso is the second largest
coated paper producer in North America with a 20% coated
groundwood market share and about 12% coated freesheet market
share. The company operates 9 paper machines at four mills with
total paper production capacity of approximately 1.7 million tons.


VERTICAL COMPUTER: Incurs $167,600 Net Loss in 2011
---------------------------------------------------
Vertical Computer Systems, Inc., filed with the U.S. Securities
and Exchange Commission its annual report on Form 10-K disclosing
a net loss of $167,588 on $6.27 million of total revenues in 2011,
compared with a net loss of $245,164 on $5.91 million of total
revenues in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $1.43 million
in total assets, $13 million in total liabilities, $9.90 million
in convertible cumulative preferred stock, and a $21.47 million
total stockholders' deficit.

For 2011, MaloneBailey, LLP, in Houston, Texas, noted that the
Company suffered net losses and has a working capital deficiency,
which raises 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/Uza9tp

                      About Vertical Computer

Richardson, Tex.-based Vertical Computer Systems, Inc., is a
multinational provider of Internet core technologies, application
software, and software services through its distribution network
with operations or sales in the United States, Canada and Brazil.


VIASPACE INC: Incurs $9.4 Million Net Loss in 2011
--------------------------------------------------
Viaspace Inc. filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$9.36 million on $6.76 million of total revenues in 2011, compared
with a net loss of $2.96 million on $3.64 million of total
revenues in 2010.

The Company's balance sheet at Dec. 31, 2011, showed
$10.21 million in total assets, $7.35 million in total
liabilities, and $2.85 million in total equity.

Hein & Associates LLP, in Irvine, Calif., expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that he Company has incurred
significant losses from operations, resulting in an accumulated
deficit of $43,050,000.  The Company expects those losses to
continue.  In addition, the Company has limited working capital
and based on current cash flows does not have sufficient funds to
pay the May 2012 installment due on the note to Changs LLC.

Dr. Kevin L. Schewe, the newest member of the VIASPACE Board of
Directors, commented on the 2011 financial results, "As a major
VSPC shareholder who is focused on share value and growth, I
continue to view my role on the VIASPACE Board as the presence and
voice of our shareholders.  With the exception of the goodwill
impairment expense of $7.3 million which was related to our Inter-
Pacific Arts artwork business and its original valuation in
October 2008, we show progress, year-over-year from 2010 to 2011.
As a VSPC shareholder and investor, I look at revenues, operating
cash flow and corporate direction for future growth and stock
valuation.  Comparing 2011 to 2010, we had an 86% increase in
revenues, 105% increase in gross profit and ended the year with
$1,141,000 cash in the bank.  We have evolved from a development
stage company into a revenue generating company and we are now
riveted on creating future revenue and growth with Giant King
Grass."

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

                        http://is.gd/NIT9hX

                        About VIASPACE Inc.

Irvine, Calif.-based VIASPACE Inc. (OTC Bulletin Board: VSPC -
News) -- http://www.VIASPACE.com/-- is a clean energy company
providing products and technology for renewable and alternative
energy that reduce or eliminate dependence on fossil and high-
pollutant energy sources.  Through its majority-owned subsidiary
VIASPACE Green Energy Inc., the Company grows Giant King Grass as
a low carbon fuel for electricity generating power plants and as a
feedstock for cellulosic biofuels.


VILLAGE RESORTS: Court Approves Sheldon Good as Auctioneer
----------------------------------------------------------
The Bankruptcy Court authorized Village Resorts, Inc., et al., to
employ Sheldon Good to market and sell real properties.

Sheldon Good will be responsible for (a) preparing the Properties'
marketing materials and the bidder's information packet; (b)
developing an effective print and media advertising campaign; and
(c) making recommendations to the Debtors for the preparation of
the Properties for sale.

Sheldon Good also anticipates that it will develop and implement
an aggressive advertising campaign over an approximately 6-week
period prior to the auction date.

The fees to be paid to Sheldon Good depend on whether each of the
Properties is sold to a third party purchaser, in which case
Sheldon Good will receive a fee of 3.5% of the high bid price, to
be paid from the Buyer's Premium, or sold to a creditor entitled
to submit a credit bid, in which case Sheldon Good will receive a
fee:

   A. 3.00% of senior lender's high bid price (its approved
      credit bid).

   B. With respect to Fund and any junior lienors, the terms and
      conditions of sale provide that as a condition to being
      allowed to credit bid a Junior Lienor will:

      (a) post the Bid Deposit; and

      (b) demonstrate to the reasonable satisfaction of Debtors
          that such Junior Lienor, at the time of bidding, has the
          immediate financial capability to pay (i) the senior
          lien claim in full, in cash, at the conclusion of the
          Auction, without the need for financing and (ii) to pay
          in full, in cash, the applicable Buyer's Premium, that
          Buyer's Premium to be paid directly to Auctioneer at the
          closing of the Sale.

The Debtors also seek authority to pay to Sheldon Good the
marketing fees of $45,000.

Village Resorts, Inc., aka Purple Hotel, filed for Chapter 11
bankruptcy (Bank. N.D. Ill. Case No. 11-50965) on Dec. 21, 2011.
The Debtor estimated assets of $10 million to $50 million and
estimated debts of $10 million to $50 million.  Kun Chae Bae,
signed the petition as president.


VILLAGE RESORTS: Can Employ Worsek & Vihon as Real Estate Counsel
-----------------------------------------------------------------
The Bankruptcy Court authorized Village Resorts, Inc., et al., to
employ Worsek & Vihon LLP as special counsel.  Worsek & Vihon will
render legal advice with respect to the reduction of property
taxes for the Debtors' properties commonly known as 4500 West
Touhy Avenue, 4560 West Touhy Avenue, and 7350 North Lincoln
Avenue in Lincolnwood, Illinois, to enhance the Properties' value
and render legal advice and perform other legal services related
to real estate tax assessments.

Worsek & Vihon will charge for its legal services on a contingency
fee basis, pursuant to the fees contained in the retention
agreement.

Village Resorts, Inc., aka Purple Hotel, filed for Chapter 11
bankruptcy (Bank. N.D. Ill. Case No. 11-50965) on Dec. 21, 2011.
The Debtor estimated assets of $10 million to $50 million and
estimated debts of $10 million to $50 million.  Kun Chae Bae,
signed the petition as president.




VISCOUNT SYSTEMS: Dale Matheson Raises Going Concern Doubt
----------------------------------------------------------
Viscount Systems, Inc., filed on March 30, 2012, its annual report
on Form 10-K for the fiscal year ended Dec. 31, 2011.

Dale Matheson Carr-Hilton Labonte LLP, in Vancouver, Canada,
expressed substantial doubt about Viscount Systems' ability to
continue as a going concern.  The independent auditors noted that
the Company has an accumulated deficit of C$5,769,027 and has
reported a loss of C$2,883,304 for the year ended Dec. 31, 2011.

The Company reported a net loss of C$2.9 million on C$3.5 million
million of revenues for 2011, compared with a net loss of
C$1.3 million on C$3.9 million of revenues for 2010.

The Company's balance sheet at Dec. 31, 2011, showed C$1.2 million
in total assets, C$1.3 million in total liabilities, and a
stockholders' deficit of C$158,517.

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

                       http://is.gd/lgfXw6

Burnaby, Canada-based Viscount Systems, Inc., is a manufacturer,
developer and service provider of access control security products


VU1 CORP: Delays Form 10-K for 2011
-----------------------------------
The annual report of Vu1 Corporation on Form 10-K could not be
filed because management requires additional time to compile and
verify the data required to be included in the report.  The report
will be filed within fifteen calendar days of the date the
original report was due.

                       About Vu1 Corporation

New York City-based Vu1 Corporation (OTC BB: VUOC)
-- http://www.Vu1.com/-- designs, develops and manufactures
mercury-free light bulbs using the Company's proprietary Electron
Stimulated Luminescence(TM), or ESL, lighting technology.

The Company reported a net loss of $5.5 million on $7,816 of
revenue for the nine months ended Sept. 30, 2011, compared with a
net loss of $3.1 million on $nil revenue for the same period last
year.

The Company's balance sheet at Sept. 30, 2011, showed $2.7 million
in total assets, $3.9 million in total liabilities, and a
stockholders' deficit of $1.2 million.

As reported in the TCR on April 11, 2011, Peterson Sullivan, LLP,
in Seattle, Wash., expressed substantial doubt about Vu1
Corporation's ability to continue as a going concern, following
the Company's 2010 results.  The independent auditors noted that
the Company incurred a net loss of $4,626,250, and it had negative
cash flows from operations of $3,529,351 in 2010.  "In addition,
the Company had an accumulated deficit of $70,499,569 at Dec. 31,
2010."


WATERFORD FUNDING: Court Confirms Liquidation Plan
--------------------------------------------------
Bankruptcy Judge R. Kimball Mosier confirmed the Plan of
Liquidation dated Aug. 2, 2011, proposed by Gil A. Miller, the
duly appointed Chapter 11 Trustee for Waterford Funding, LLC,
Waterford Loan Fund, LLC, Waterford Services, LLC, Waterford
Candwich, LLC, Waterford Perdido, LLC, and Investment Recovery,
L.C.  The Court said the Plan satisfies all of the requirements of
11 U.S.C. Sec. 1129(a).  A hearing on the confirmation of the Plan
commenced Dec. 6, 2011.   A copy of the Court's Findings of Fact
and Conclusions of Law dated March 30, 2012, is available at
http://is.gd/JTVLPnfrom Leagle.com.

Peggy Hunt, Esq., and Nathan S. Seim, Esq. --
hunt.peggy@dorsey.com and seim.nathan@dorsey.com -- at Dorsey &
Whitney LLP, in Salt Lake City, represent the Chapter 11 Trustee.

                     About Waterford Funding

Based in Salt Lake City, Utah, Waterford Funding, LLC --
http://www.waterfordfunding.com/-- specialized in solving the
short-term cash flow problems of new, early-stage and established
commercial enterprises through real-estate based loans.  Waterford
Funding and Waterford Loan Fund filed for Chapter 11 bankruptcy
(Bankr. D. Utah Case No. 09-22584 and 09-22583) on March 20, 2009.

James W. Anderson, Esq., at Miller Guymon, PC, served as the
Debtors' counsel.  Waterford Loan Fund's petition estimated
$1 million to $10 million in assets, and $50 million to
$100 million in debts.

Affiliates Waterford Services LLC, Waterford Candwich LLC,
Waterford Perdido LLC, and Investment Recovery, L.C., also sought
Chapter 11 protection.

On Jan. 5, 2010, the Court approved the resignation of Daniel A.
Scarlet as Chief Restructuring Officer and the appointment of Gil
A. Miller as the Chapter 11 Trustee.

In January 2011, the Bankruptcy Court granted the Chapter 11
Trustee's request for substantive consolidation as of March 20,
2009, of the Debtors' cases.


WIZZARD SOFTWARE: Gregory & Associates Raises Going Concern Doubt
-----------------------------------------------------------------
Wizzard Software Corporation filed on March 30, 2012, its annual
report on Form 10-K for the fiscal year ended Dec. 31, 2011.

Gregory & Associates, LLC, in Salt Lake City, Utah, expressed
substantial doubt about Wizzard Software' ability to continue as a
going concern.  The independent auditors noted that the Company
has not yet established profitable operations and has incurred
significant losses since its inception.

The Company reported a net loss of $10.0 million on $6.5 million
of revenues for 2011, compared with a net loss of $4.1 million on
$5.5 million of revenues for 2010.

The Company's balance sheet at Dec. 31, 2011, showed $14.8 million
in total assets, $1.0 million in total liabilities, and
stockholders' equity of $13.8 million.

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

                       http://is.gd/wCDmDj

Pittsburgh, Pa.-based Wizzard Software Corporation's business
includes Media, Software and Healthcare.   Wizzard's core focus is
on its Media business, which consists of providing podcasting
hosting, distribution, audience analysis, advertising, content
subscriptions and App sales for podcast producers worldwide.  Its
legacy Software business focuses on selling and supporting speech
recognition and text-to-speech technology from IBM and AT&T.  Its
legacy Healthcare business focuses on providing home health
services and nurse staffing in the Western part of the United
States.


YELLOWSTONE CLUB: Founder Wants to Refile Atty Malpractice Suit
---------------------------------------------------------------
Eric Hornbeck at Bankruptcy Law360 reports that a co-founder of
Yellowstone Club asked a Montana bankruptcy judge on Tuesday for
permission to sue his former attorney after a federal trial court
judge said the bankruptcy court must first give its blessing to
the malpractice complaint.

Law360 says Yellowstone Club co-founder Timothy Blixseth asked for
U.S. Bankruptcy Judge Ralph B. Kirscher's approval to refile the
lawsuit, which alleges that Stephen Brown of Garlington Lohn &
Robinson PLLP betrayed attorney-client privilege in helping
creditors pin the private resort's bankruptcy on Blixseth.

                       About Yellowstone Club

Located near Big Sky, Montana, Yellowstone Mountain Club LLC --
http://www.theyellowstoneclub.com/-- is a private golf and ski
community with more than 350 members, including Bill Gates and Dan
Quayle.  The Company was founded in 1999.

Yellowstone Club and its affiliates filed for Chapter 11
bankruptcy (Bankr. D. Montana, Case No. 08-61570) on Nov. 10,
2008.  The Company's owner affiliate, Edra D. Blixseth, filed for
Chapter 11 relief on March 27, 2009 (Case No. 09-60452).

In June 2009, the Bankruptcy Court entered an order confirming
Yellowstone's Chapter 11 Plan.  Pursuant to the Plan, CrossHarbor
Capital Partners, LLC, acquired equity ownership in the
reorganized Club for $115 million.

Attorneys at Bullivant Houser Bailey PC and Bekkedahl & Green
PLLC represented the Debtors.  The Debtors hired FTI Consulting
Inc. and Ronald Greenspan as CRO.  The official committee of
unsecured creditors were represented by Parsons, Behle and
Latimer, as counsel, and James H. Cossitt, Esq., at local counsel.
Credit Suisse, the prepetition first lien lender, was represented
by Skadden, Arps, Slate, Meagher & Flom.


Z TRIM HOLDINGS: Edward Smith Discloses 70.9% Equity Stake
----------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Edward B. Smith, III, and his affiliates
disclosed that, as of March 29, 2012, they beneficially own
30,397,346 shares of common stock of Z Trim Holdings, Inc.,
representing 70.9% of the shares outstanding.  As previously
reported by the TCR on Jan. 6, 2011, Mr. Smith reported beneficial
ownership of 20,589,478 common shares or 72.2% equity stake.  A
copy of the amended filing is available for free at:

                        http://is.gd/9rKp3K

                           About Z Trim

Mundelein, Ill.-based Z Trim Holdings, Inc., is a functional food
ingredient company which provides custom product solutions that
help answer the food industry's problems.  Z Trim's revolutionary
technology provides value-added ingredients across virtually all
food industry categories.  Z Trim's all-natural products, among
other things, help to reduce fat and calories, add fiber, provide
shelf-stability, prevent oil migration, and add binding capacity
-- all without degrading the taste and texture of the final food
products.

The Company reported a net loss of $10.91 million in 2010 and a
net loss of $12.21 million in 2009.

The Company's balance sheet at June 30, 2011, showed $6.50 million
in total assets, $16.09 million in total liabilities, $1.52
million in total commitment and contingencies, and a $11.11
million total stockholders' deficit.

As reported in the Troubled Company Reporter on April 12, 2010,
M&K, CPAs, PLLC, in Houston, expressed substantial doubt about the
Company's ability to continue as a going concern, following its
2009 results.  The independent auditors noted that the Company has
suffered recurring losses from operations and requires additional
financing to continue in operation.

The Company said that for the year ended Dec. 31, 2009, it did not
have enough cash on hand to meet its current liabilities or to
fund on-going operations beyond one year.  As a result, the report
of independent registered public accounting firm included an
explanatory paragraph in respect to the substantial doubt of the
Company's ability to continue as a going concern.

The Company's cash on hand as of Dec. 31, 2010 is $2,327,013.
Since June 2010, the Company brought in $8,170,988 in funds
through the sale of Preferred Stock, and our investors converted
approximately $8,100,000 of convertible debt into common stock.
In addition to the fundraising efforts, the Company intends to
make capital expenditures necessary to increase its capacity and
to reduce its cost per pound.  Due to the expected increase in
production capacity, the Company anticipates its sales for fiscal
year ended Dec. 31, 2011 will approximately double those of fiscal
year ended Dec. 31, 2010.

Although the Company has recurring operating losses and negative
cash flows from operating activities, the Company has positive
working capital and believe it has enough cash on hand to satisfy
current obligations.  If the Company is unsuccessful in its plans
to increase revenue and capacity, the impact may have a material
impairment on its ability to continue as a going concern.


ZOGENIX INC: Enters Into Co-Marketing Agreement with Battelle
-------------------------------------------------------------
Zogenix, Inc., on March 29, 2012, entered into a Co-Marketing and
Option Agreement with Battelle Memorial Institute.  Under the Co-
Marketing Agreement, Battelle will have the exclusive right to co-
market Zogenix's DosePro drug delivery technology to a specified
list of Battelle's pharmaceutical clients.

In addition, pursuant to the Co-Marketing Agreement, Zogenix
granted to Battelle an option to enter into an exclusive co-
development and commercialization arrangement with Zogenix related
to DosePro 1.2 ml drug delivery technology.

The Co-Marketing Agreement will remain in effect until March 21,
2013, unless otherwise terminated by the parties.  Either party
may terminate upon insolvency or bankruptcy of the other party,
upon written notice of a material uncured breach by the other
party or if the parties mutually agree to terminate the Co-
Marketing Agreement in writing.

                         About Zogenix Inc.

Zogenix, Inc. (NASDAQ: ZGNX), with offices in San Diego and
Emeryville, California, is a pharmaceutical company
commercializing and developing products for the treatment of
central nervous system disorders and pain.

As reported in the TCR on March 8, 2011, Ernst & Young LLP, in San
Diego, Calif., expressed substantial doubt about Zogenix's ability
to continue as a going concern, following the Company's 2010
results.  The independent auditors noted that of the Company's
recurring losses from operations and lack of sufficient working
capital.

The Company reported a net loss of $83.90 million in 2011,
compared with a net loss of $73.56 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $100.64
million in total assets, $91.32 million in total liabilities and
$9.31 million in total stockholders' equity.


* Moody's Says Small E&P Companies' Risk Profile Improves
---------------------------------------------------------
The risk profile has improved for many small exploration and
production (E&P) companies, says Moody's Investors Service in a
new special comment. Companies focused on oil and natural gas
liquids production (NGL), and companies with technological ability
to exploit unconventional resource plays are expected to benefit
from rapid production and reserve growth.

"Because of recent technological advances, smaller E&P companies
that have large positions in newly productive, unconventional
resource plays are expected to show rapid reserve and production
growth over the next few years. In addition, companies that have a
high percentage of their production comprised of oil or natural
gas liquids are expected to benefit from increased cash flow and
greater liquidity," said Stuart Miller, a Moody's Vice President -
- Senior Analyst. "We believe that smaller, speculative-grade
companies are disproportionately, and positively, affected by
these developments."

Technological advances have made it possible to economically
access vast new resources that were previously locked in place.
New horizontal drilling techniques and the development of multi-
stage hydraulic fracturing have unlocked these reserves. Companies
that have been successful in applying these new drilling and
completion techniques have lowered their finding and development
costs, improved their risked return on investment, and enjoyed
significant reserve and production growth. Future drilling results
and production levels can now be predicted with greater certainty
over large acreage positions, due to the improved performance of
wells drilled using this new technology, says Moody's.

Over the next few years, many small E&P companies with a high
proportion of oil and natural gas liquids in their production
streams are expected to report improving operating cash flow
levels, higher capital budgets, declining leverage metrics, and
better liquidity. Conversely, companies with a high proportion of
their production comprised of dry natural gas are expected to be
more at risk on a relative basis.

Moody's says that these natural gas focused companies may be
forced to scale-back capital budgets and slow down their growth.
In more extreme cases, natural gas E&P companies may be forced to
sell or monetize assets to manage their leverage ratios.

Moody's has identified a group of speculative grade E&P companies
that are poised to benefit the most from the technological
advances, or from sustained high oil prices. As a result, Moody's
placed the following 23 speculative-grade companies on review for
upgrade:

Alta Mesa Holdings, LP (B2)

Antero Resources LLC (B2)

Baytex Energy Corp. (B1)

Berry Petroleum Company (B1)

Chaparral Energy, Inc. (B3)

Clayton Williams Energy, Inc. (B3)

Concho Resources Inc. (Ba3)

Carrizo Oil & Gas, Inc. (B2)

Energy XXI Gulf Coast, Inc. (B3)

Harvest Operations Corp. (Ba2)

Hilcorp Energy I, L.P. (Ba3)

Laredo Petroleum, Inc. (B3)

MEG Energy Corp. (B1)

Oasis Petroleum Inc. (B3)

PDC Energy (B2)

RAAM Global Energy Company (Caa1)

Rosetta Resources Inc. (B2)

SandRidge Energy, Inc. (B2)

Sheridan Production Partners (B2)

Stone Energy Corporation (B3)

Swift Energy Company (B2)

Unit Corporation (B1)

W&T Offshore, Inc. (B3)

The companies placed on review for upgrade either have a more oily
mix to their production streams or a large inventory of drilling
locations in unconventional reservoirs. And while E&P companies of
all sizes may benefit from the positive industry trends, the
smaller and more weakly rated companies are expected to benefit
the most, resulting in an improving risk profile.

The review of the ratings for these E&P companies is expected to
be concluded over the next three months as assessments for each
individual company is completed. In most cases the change in
ratings, if any, will likely be limited to a one notch upgrade.


* Moody' Says Top US Defense Contractors' Pension Deficits Widen
----------------------------------------------------------------
The large U.S. aerospace and defense companies have fallen further
behind in their funding of burgeoning pension liabilities, says
Moody's Investors Service in a new report. In 2011, says Moody's,
the funding gap for the eight largest contractors rose by about
$15 billion to $51 billion, and the average level of funding
dropped five percentage points from the end of 2010, to 77%.

The defense contractors are able to bill the US government for
pension costs, which helps to mitigate the risk such liabilities
pose for credit quality, says Moody's. But the billing must be
done on future contracts, and US fiscal pressures could lead to
payment delays or more stringent rules being imposed on plan
sponsors.

The $51 billion figure for combined pension benefit liabilities
(net of plan assets) is for the plans sponsored by Boeing,
Lockheed Martin, Northrop Grumman, United Technologies, Honeywell,
Raytheon, General Dynamics and Textron -- eight of the largest
Aerospace & Defense companies with some of the biggest defined
benefit pension programs.

Moody's expects the rising pension liabilities only to pressure
ratings of the defense companies at their margins.

"While key credit metrics, especially leverage, look decidedly
worse for some companies, we do not expect rating changes solely
as a result of the growing pension burden," says Russell Solomon,
a Moody's Senior Vice President. "Still, companies with outsized
funding gaps could face growing downward rating pressure to the
extent that liquidity is strained as funding requirements
inevitably grow."


* Accountants' Fees Denied 43% for Unauthorized Payment
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that an accounting firm in a Chapter 11 case lost 43% of
its compensation because it had the company pay pre- and post-
bankruptcy fees without court authorization.

According to the report, the case involved Boucher Morgan & Young
PC, whose retention as the bankrupt company's accountant was
approved by U.S. Bankruptcy Judge D. Michael Lynn in Fort Worth,
Texas.  When the case was over, the plan confirmed, and creditors
paid in full, it was discovered that the accounting firm billed
the company and was paid for pre- and post-bankruptcy services,
all without court authorization.

Citing cases in which even an innocent failure to comply with
rules can result in forfeiture of compensation, Judge Lynn,
according to the report, said in an opinion last week that the
payments without court approval were "egregious and unforgivable."
Although "perhaps inadvertent," Judge Lynn said the action
"constitutes contempt of court."

The report notes that rather than deny all compensation for work
during the Chapter 11 case, Judge Lynn cut the fees by 43%,
allowing payment of about $33,000.

Chuck Blanton, an accountant with Boucher Morgan, said that the
firm "inadvertently failed to comply" with bankruptcy rules.  He
said Judge Lynn's decision "certainly taught us an expensive
lesson."

Earlier in the case, the U.S. Trustee objected to the firm's
retention, saying it was disqualified because it was owed about
$12,000 for pre-bankruptcy work.  Judge Lynn had ruled that the
firm was qualified and authorized retention.  When the case
concluded, the U.S. Trustee again raised the disqualification
issue based on the pre-bankruptcy claim.  Judge Lynn said the U.S.
Trustee couldn't raise the issue again for lack of an appeal from
the original retention order.

The case is In re Talsma, 10-43790, U.S. Bankruptcy Court,
Northern District of Texas (Fort Worth).


* Latest Statistics Not Good for Bankruptcy Professionals
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the latest statistics aren't good news for
underemployed bankruptcy professionals.  The percentage of junk-
rated companies with the weakest liquidity remains close to
historic lows, and bankruptcy filings continue a downward trend.
He adds that the 122,000 bankruptcies of all types in March
represented a 12.8% decline from one year earlier. Annualized,
bankruptcies in the first quarter of 2012 were about 9% below the
pace in 2011, according to data compiled from court records by
Epiq Systems Inc.


* Perkins Coie Adds 4 Corporate Trust Pros From Pryor Cashman
-------------------------------------------------------------
Perkins Coie said it has added four attorneys to its New York
office. Ronald Sarubbi and Tina Moss join as Partners, Michael
Fruchter as Of Counsel and Sean Connery as Associate in the firm's
Financial Transactions & Restructuring practice. Their practice
focuses on representing banking institutions serving as indenture
trustee and in related agency capacities in the area of corporate
trusts. They join the firm from Pryor Cashman in New York.

"The experience, background and existing client base that Tina,
Ron, Michael and Sean bring to Perkins Coie are a great match for
our growing New York office," said Schuyler Carroll, New York
Office Managing Partner. "They are outstanding lawyers and their
skills will further support and expand the services that we
provide to our clients locally and nationwide."

Sarubbi will lead the firm's corporate trust practice. Sarubbi,
Fruchter and Connery represent corporate trust companies and
corporate trust departments of major banking institutions in
domestic and cross-border debt capital market transactions. Their
practice ranges from traditional unsecured indentures for
corporate and municipal debt, escrow, custody and agency
agreements, to secured project financings and asset-backed
transactions involving companies and projects domestically and
internationally. They also work with secured and unsecured
creditors and disbursing agents in defaulted debt restructurings.

Moss represents corporate trust companies and corporate trust
departments of major banking institutions in their capacity as
indenture trustee or agent in connection with bond and loan
facility defaults. She also focuses her practice on bankruptcy,
corporate restructuring and related litigation. She has
represented various stakeholders, including creditors' committees,
secured and unsecured creditors, commercial landlords, indenture
trustees, chapter 7 trustees and liquidating trustees in all
aspects of chapter 11 and chapter 7 proceedings.

Moss is a member of the American Bankruptcy Institute,
International Women's Insolvency and Restructuring Federation and
the New York Bar Association. Sarubbi previously worked in the
corporate trust department of The Chase Manhattan Bank and is able
to provide his clients with a unique and comprehensive
understanding of the issues facing indenture trustees.

                        About Perkins Coie

Founded in 1912 in Seattle, Perkins Coie has more than 800 lawyers
in 19 offices across the United States, China and Taiwan. The firm
is celebrating its 100th anniversary of representing great
companies ranging in size from start-ups to FORTUNE 100
corporations.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In Ali Farmand
   Bankr. C.D. Calif. Case No. 12-12069
      Chapter 11 Petition filed March 2, 2012

In Ruperto Rojas
   Bankr. C.D. Calif. Case No. 12-17702
      Chapter 11 Petition filed March 2, 2012

In Maureen Millett
   Bankr. N.D. Calif. Case No. 12-30687
      Chapter 11 Petition filed March 2, 2012

In Donna Crook
   Bankr. N.D. Ga. Case No. 12-10625
      Chapter 11 Petition filed March 2, 2012

In Ray Gunnin
   Bankr. N.D. Ga. Case No. 12-20836
      Chapter 11 Petition filed March 2, 2012

In Re Sangria's Cafe, Inc.
        dba Sangria's Mexican Cafe
        aka Sangria's Mexican Cafe, Inc.
        aka Sangria's
        aka Sangria's Mexican Restaurant
        aka Sangria's Cafe
   Bankr. N.D. Ga. Case No. 12-55600
      Chapter 11 Petition filed March 2, 2012
         See http://bankrupt.com/misc/ganb12-55600.pdf
         represented by: Jerry A. Daniels, Esq.
                         Jerry A. Daniels, LLC
                         E-Mail: jerry@danielstaylor.com

In Syed Ali
   Bankr. D. Nev. Case No. 12-12388
      Chapter 11 Petition filed March 2, 2012

In Re Jason Curtis Outdoor Services, Inc.
   Bankr. D. N.H. Case No. 12-10691
      Chapter 11 Petition filed March 2, 2012
         See http://bankrupt.com/misc/nhb12-10691.pdf
         represented by: Eleanor Wm Dahar, Esq.
                         E-Mail: edahar@att.net

In Re North Walnut Associates, LLC
   Bankr. D. N.J. Case No. 12-15403
      Chapter 11 Petition filed March 2, 2012
         See http://bankrupt.com/misc/njb12-15403.pdf
         represented by: Nicholas S. Herron, Esq.
                         Seymour Wasserstrum
                         E-Mail: mylawyer7@aol.com

In John Eagan
   Bankr. W.D. N.C. Case No. 12-30525
      Chapter 11 Petition filed March 2, 2012

In Filencio Valentin Garay
   Bankr. D. Puerto Rico Case No. 12-01629
      Chapter 11 Petition filed March 2, 2012

In Re Concert Management, Ltd.
   Bankr. E.D. Texas Case No. 12-40519
      Chapter 11 Petition filed March 2, 2012
         See http://bankrupt.com/misc/txeb12-40519.pdf
         represented by: Mark A. Weisbart, Esq.
                         The Law Offices of Mark A. Weisbart
                         E-Mail: weisbartm@earthlink.net

In Re Mountain Edge LLC
   Bankr. D. N.M. Case No. 12-10835
      Chapter 11 Petition filed March 3, 2012
         See http://bankrupt.com/misc/nmb12-10835.pdf
         represented by: Charles E. Hawthorne, Esq.
                         E-Mail: chuck@charlesehawthorne.com


In Mark Sabijon
   Bankr. D. Ariz. Case No. 12-05604
      Chapter 11 Petition filed March 20, 2012

In Rosemarie Lazaro
   Bankr. C.D. Calif. Case No. 12-13485
      Chapter 11 Petition filed March 20, 2012

In Yoav Shlomof
   Bankr. C.D. Calif. Case No. 12-12651
      Chapter 11 Petition filed March 20, 2012

In Ronald Mosher
   Bankr. D. Colo. Case No. 12-15168
      Chapter 11 Petition filed March 20, 2012

In Re FastShip Atlantic, Inc.
   Bankr. D. Dela. Case No. 12-10970
      Chapter 11 Petition filed March 20, 2012
         See http://bankrupt.com/misc/deb12-10970.pdf
         represented by: Raymond Howard Lemisch, Esq.
                         Benesch Friedlander Coplan & Aronoff, LL
                         E-Mail: rlemisch@beneschlaw.com

In Scott Woolley
   Bankr. S.D. Fla. Case No. 12-16639
      Chapter 11 Petition filed March 20, 2012

In Re S & K Plumbing Co., Inc.
   Bankr. N.D. Ill. Case No. 12-11144
      Chapter 11 Petition filed March 20, 2012
         See http://bankrupt.com/misc/ilnb12-11144.pdf
         represented by: Robert R. Benjamin, Esq.
                         Golan & Christie, LLP
                         E-Mail: rrbenjamin@golanchristie.com

In Davis Davis
   Bankr. D. Md. Case No. 12-15190
      Chapter 11 Petition filed March 20, 2012

In Re JAS & Associates, Inc.
        dba Century Small Business Accounting
   Bankr. E.D. Mich. Case No. 12-46922
      Chapter 11 Petition filed March 20, 2012
         See http://bankrupt.com/misc/mieb12-46922p.pdf
         See http://bankrupt.com/misc/mieb12-46922c.pdf
         represented by: Donald C. Darnell, Esq.
                         E-Mail: dondarnell@darnell-law.com

In Re Sunrise Home Health Services
   Bankr. E.D. Mich. Case No. 12-46833
      Chapter 11 Petition filed March 20, 2012
         See http://bankrupt.com/misc/mieb12-46833p.pdf
         See http://bankrupt.com/misc/mieb12-46833c.pdf
         represented by: Kenneth G. Frantz, Esq.
                         Simon PLC
                         E-Mail: kfrantz@simonattys.com

In Re DC & R, Inc.
   Bankr. D. Minn. Case No. 12-31529
      Chapter 11 Petition filed March 20, 2012
         See http://bankrupt.com/misc/mnb12-31529.pdf
         represented by: Michael A. Weber, Esq.
                         Weber Law Group P A
                         E-Mail: ecf@mweberlaw.com

In Re J&B's Bar & Grill Corp.
        dba Big Shots Bar & Grill
   Bankr. D. N.J. Case No. 12-17079
      Chapter 11 Petition filed March 20, 2012
         See http://bankrupt.com/misc/njb12-17079.pdf
         represented by: E. Richard Dressel, Esq.
                         Flaster Greenberg
                         E-Mail: rick.dressel@flastergreenberg.com

In Re JB Properties of Burlington, LLC
        aka JB Properties of Burlington Limited Liability Company
   Bankr. D. N.J. Case No. 12-17105
      Chapter 11 Petition filed March 20, 2012
         See http://bankrupt.com/misc/njb12-17105.pdf
         represented by: Andrew B. Altenburg, Jr., Esq.
                         Andrew B. Altenburg, Jr., Esq., P.C.
                         E-Mail: ecf@altenburglaw.com

In Re Hamlet Funding, LLC
   Bankr. M.D. Pa. Case No. 12-01559
      Chapter 11 Petition filed March 20, 2012
         See http://bankrupt.com/misc/pamb12-01559.pdf
         represented by: Eugene C. Kelley, Esq.
                         Kelley & Polishan, LLC
                         E-Mail: ekelley@kelleypolishanlaw.com

In Eric Sandusky
   Bankr. M.D. Tenn. Case No. 12-02716
      Chapter 11 Petition filed March 20, 2012

In Re Katharine L. Horton Trust
        aka Katharine L. Horton
   Bankr. D. Utah Case No. 12-23375
      Chapter 11 Petition filed March 20, 2012
         filed pro se
         See http://bankrupt.com/misc/utb12-23375.pdf

In Re CLK Construction, Inc.
   Bankr. W.D. Va. Case No. 12-70516
      Chapter 11 Petition filed March 20, 2012
         See http://bankrupt.com/misc/vawb12-70516.pdf
         represented by: Andrew S. Goldstein, Esq.
                         Magee Goldstein Lasky & Sayers, P.C.
                         E-Mail: agoldstein@mglspc.com


In William Neill
   Patsy Neill
   Bankr. N.D. Ala. Case No. 12-40517
      Chapter 11 Petition filed March 21, 2012

In Re Ruppert, Inc.
        aka Teakwood's Tavern And Grill
   Bankr. D. Ariz. Case No. 12-05698
      Chapter 11 Petition filed March 21, 2012
         filed pro se

In Pamela Turner
   Bankr. C.D. Calif. Case No. 12-16984
      Chapter 11 Petition filed March 21, 2012

In Ronald Lewis
   Carol Lewis
   Bankr. D. Colo. Case No. 12-15371
      Chapter 11 Petition filed March 21, 2012

In David Moisdon
   Bankr. M.D. Fla. Case No. 12-03671
      Chapter 11 Petition filed March 21, 2012

In Re Carriage Manor Place, L.L.C.
   Bankr. E.D. Mich. Case No. 12-31211
     Chapter 11 Petition filed March 21, 2012
         See http://bankrupt.com/misc/mieb12-31211p.pdf
         See http://bankrupt.com/misc/mieb12-31211c.pdf
         represented by: Peter T. Mooney, Esq.
                         Simen, Figura & Parker
                         E-Mail:  pmooney@sfplaw.com

In Re ML Joey Corporation
        dba Maplewood II
   Bankr. D. N.J. Case No. 12-17212
     Chapter 11 Petition filed March 21, 2012
         See http://bankrupt.com/misc/njb12-17212.pdf
         represented by: Robert Braverman, Esq.
                         Law Office of Robert Braverman, LLC.
                         E-Mail:  robert@bravermanlaw.com

In Re 207 Essex Corp.
   Bankr. E.D.N.Y. Case No. 12-42006
      Chapter 11 Petition filed March 21, 2012
         filed pro se
         See http://bankrupt.com/misc/nyeb12-42006.pdf

In Hyacinth Simms
   Bankr. E.D.N.Y. Case No. 12-42005
      Chapter 11 Petition filed March 21, 2012

In Donnie Covey
   Bankr. E.D. Tenn. Case No. 12-11431
      Chapter 11 Petition filed March 21, 2012

In Joseph Oh
   Bankr. W.D. Wash. Case No. 12-41846
      Chapter 11 Petition filed March 21, 2012

In Re United Casework, Inc., a corporation
   Bankr. N.D. Ala. Case No. 12-40527
      Chapter 11 Petition filed March 22, 2012
         See http://bankrupt.com/misc/alnb12-40527.pdf
         represented by: Robert D. McWhorter, Jr., Esq.
                         E-Mail: rdmcwhorter@bellsouth.net

In Re Dreamland Villa Community Club, Inc.
   Bankr. D. Ariz. Case No. 12-05862
     Chapter 11 Petition filed March 22, 2012
         See http://bankrupt.com/misc/azb12-05862.pdf
         represented by: Clint W. Smith, Esq.
                         Clint W. Smith, P.C.
                         E-Mail: cws@cwspclaw.com

In Re M & M Associates Inc.
   Bankr. C.D. Calif. Case No. 12-17165
     Chapter 11 Petition filed March 22, 2012
         See http://bankrupt.com/misc/cacb12-17165.pdf
         represented by: Gordon L. Dayton, Esq.
                         Law offices of Gordon Dayton
                         E-Mail: gdayton@gldlawoffice.com

In Re Shri Ranchhod Corporation
   Bankr. C.D. Calif. Case No. 12-17147
     Chapter 11 Petition filed March 22, 2012
         See http://bankrupt.com/misc/cacb12-17147.pdf
         represented by: David A. Tilem, Esq.
                         Law Offices of David A. Tilem
                         E-Mail: davidtilem@tilemlaw.com

In Tamar Balderian
   Bankr. C.D. Calif. Case No. 12-13586
      Chapter 11 Petition filed March 22, 2012

In Ramon Gonzalez
   Bankr. N.D. Calif. Case No. 12-42553
      Chapter 11 Petition filed March 22, 2012

In Eva Day
   Bankr. D. Conn. Case No. 12-50518
      Chapter 11 Petition filed March 22, 2012

In Yevgeny Morozov
   Bankr. M.D. Fla. Case No. 12-01862
      Chapter 11 Petition filed March 22, 2012

In David Rueckert
   Bankr. S.D. Fla. Case No. 12-16974
      Chapter 11 Petition filed March 22, 2012

In Steve Sayer
   Bankr. N.D. Ga. Case No. 12-21110
      Chapter 11 Petition filed March 22, 2012

In Re Needs Valdez, LLC
   Bankr. D. Idaho Case No. 12-00605
     Chapter 11 Petition filed March 22, 2012
         See http://bankrupt.com/misc/idb12-00605p.pdf
         See http://bankrupt.com/misc/idb12-00605c.pdf
         represented by: Angela Kristina Hermosillo, Esq.
                         Hermosillo Law, PLLC
                         E-Mail: angelakhermosillo@gmail.com

In Thomas J. Fotsis
   Bankr. N.D. Ill. Case No. 12-11528
      Chapter 11 Petition filed March 22, 2012

In Re Group,MazzaRealtyLLC
   Bankr. D. Mass. Case No. 12-12356
     Chapter 11 Petition filed March 22, 2012
         See http://bankrupt.com/misc/mab12-12356.pdf
         represented by: Lawrence L. Hale, Esq.
                         Law Office of Lawrence L. Hale
                         E-Mail:  lhale@halelaw.net

In Re L.C. Rousseau & Son, Inc.
   Bankr. D. N.J. Case No. 12-17379
      Chapter 11 Petition filed March 22, 2012
         filed pro se

In Re Times Two Investments, Inc.
   Bankr. D. N.J. Case No. 12-17313
     Chapter 11 Petition filed March 22, 2012
         See http://bankrupt.com/misc/njb12-17313.pdf
         represented by: Dennis M. Mahoney, Esq.
                         E-Mail:  dmmahoneypa@aol.com

In Daniel Salomone
   Bankr. E.D.N.Y. Case No. 12-71740
      Chapter 11 Petition filed March 22, 2012

In Re Med 1 Inter-Facility Care, LLC
   Bankr. E.D. N.C. Case No. 12-02214
     Chapter 11 Petition filed March 22, 2012
         See http://bankrupt.com/misc/nceb12-02214.pdf
         represented by: Michael P. Peavey, Esq.
                         E-Mail:  mpeavey@peaveylaw.com

In Re Rays Supply Company, Inc.
   Bankr. W.D. N.C. Case No. 12-10242
     Chapter 11 Petition filed March 22, 2012
         See http://bankrupt.com/misc/ncwb12-10242.pdf
         represented by: Benson T. Pitts, Esq.
                         Pitts, Hay & Hugenschmidt, P.A.
                         E-Mail: ben@phhlawfirm.com

In Michael Nicholson
   Bankr. W.D. Tenn. Case No. 12-10836
      Chapter 11 Petition filed March 22, 2012

In Re Perfect Lawn, Inc.
   Bankr. W.D. Tenn. Case No. 12-23124
     Chapter 11 Petition filed March 22, 2012
         See http://bankrupt.com/misc/tnwb12-23124.pdf
         represented by: H. Wayne Vaiden, Jr., Esq.
                         E-Mail:  hwaynevaidenjr@yahoo.com

In Michael Naumu
   Bankr. D. Utah Case No. 12-23480
      Chapter 11 Petition filed March 22, 2012

In Michael Cofini
   Bankr. E.D. Wash. Case No. 12-01311
      Chapter 11 Petition filed March 22, 2012

In Re Pacific Ventures Redmond Ridge LLC
   Bankr. W.D. Wash. Case No. 12-12891
      Chapter 11 Petition filed March 22, 2012
         filed pro se

In Nigel Morrison
   Bankr. N.D. Ala. Case No. 12-01433
      Chapter 11 Petition filed March 23, 2012

In Re ICSS Irvine, LLC
        dba Itriya Cafe, Spaghetti and Ssam
   Bankr. C.D. Calif. Case No. 12-20366
     Chapter 11 Petition filed March 23, 2012
         See http://bankrupt.com/misc/cacb12-20366.pdf
         represented by: Joon M. Khang, Esq.
                         Khang & Khang LLP
                         E-Mail: joon@khanglaw.com

In Re LA Reflections. Inc.
   Bankr. C.D. Calif. Case No. 12-20318
     Chapter 11 Petition filed March 23, 2012
         See http://bankrupt.com/misc/cacb12-20318.pdf
         represented by: Ralph S. Greer, Esq.
                         E-Mail: rsgreer@pacbell.net

In Timothy Stirneman
   Bankr. N.D. Ill. Case No. 12-81089
      Chapter 11 Petition filed March 23, 2012

In Re JIMVIC, LLC
   Bankr. D. Mass. Case No. 12-41051
     Chapter 11 Petition filed March 23, 2012
         See http://bankrupt.com/misc/mab12-41051.pdf
         represented by: Warren E. Wood, Esq.
                         Law Office of Warren E. Wood, LLC
                         E-Mail:  woodattys2009@yahoo.com

In Faith Foster
   Bankr. D. Nev. Case No. 12-13403
      Chapter 11 Petition filed March 23, 2012

In Re Preferred Properties @ Eagle Ridge Inn & Resort LLC
   Bankr. S.D. N.Y. Case No. 12-11156
     Chapter 11 Petition filed March 23, 2012
         See http://bankrupt.com/misc/nysb12-11156.pdf
         represented by: Mark A. Frankel, Esq.
                         Backenroth Frankel & Krinsky, LLP
                         E-Mail:  mfrankel@bfklaw.com

In Teresa Wilson
   Bankr. W.D. N.C. Case No. 12-10252
      Chapter 11 Petition filed March 23, 2012

In Gerard Pizzuti
   Marjory Pizzuti
   Bankr. S.D. Ohio Case No. 12-52438
      Chapter 11 Petition filed March 23, 2012

In Nancy Rush
   Bankr. N.D. W.Va. Case No. 12-00393
      Chapter 11 Petition filed March 23, 2012

In Re Nolan Industrial Coatings, Inc.
   Bankr. S.D. W.Va. Case No. 12-40056
     Chapter 11 Petition filed March 23, 2012
         See http://bankrupt.com/misc/wvsb12-40056.pdf
         represented by: Joseph W. Caldwell, Esq.
                         Caldwell & Riffee
                         E-Mail:  joecaldwell@frontier.com

In Brian ONeill
   Bankr. W.D. Wash. Case No. 12-12911
      Chapter 11 Petition filed March 23, 2012

In William Alvear
   Bankr. D. Nev. Case No. 12-13444
      Chapter 11 Petition filed March 24, 2012

In Re Knight & Sons Trash and Lawn Service, Inc.
   Bankr. E.D. Ark. Case No. 12-11805
     Chapter 11 Petition filed March 25, 2012
         See http://bankrupt.com/misc/areb12-11805.pdf
         represented by: Brian Christopher Wilson, Esq.
                         E-Mail: bcwlaw@yahoo.com

In Bart Bandy
   Bankr. C.D. Calif. Case No. 12-13718
      Chapter 11 Petition filed March 25, 2012

In Re A B C Productions LLC
   Bankr. D. Mass. Case No. 12-41062
     Chapter 11 Petition filed March 25, 2012
         See http://bankrupt.com/misc/mab12-41062.pdf
         represented by: Warren E. Wood, Esq.
                         Law Office of Warren E. Wood, LLC
                         E-Mail: woodattys2009@yahoo.com

In Dusan Pittner
   Bankr. D. Mass. Case No. 12-12438
      Chapter 11 Petition filed March 25, 2012

In Re Robinson Turney International, Inc.
   Bankr. E.D. N.C. Case No. 12-02302
     Chapter 11 Petition filed March 25, 2012
         See http://bankrupt.com/misc/nceb12-02302.pdf
         represented by: John A. Northen, Esq.
                         Northen Blue, LLP
                         E-Mail: jan@nbfirm.com

In Pamela Schabatka
   Bankr. D. Ariz. Case No. 12-06046
      Chapter 11 Petition filed March 26, 2012

In Alicia Mcalpine
   Bankr. C.D. Calif. Case No. 12-20608
      Chapter 11 Petition filed March 26, 2012

In Julie Wayne
   Bankr. E.D. Calif. Case No. 12-25821
      Chapter 11 Petition filed March 26, 2012

In Andy Crawford
   Bankr. D. Colo. Case No. 12-15734
      Chapter 11 Petition filed March 26, 2012

In Stevenson Telo
   Bankr. D. Conn. Case No. 12-50537
      Chapter 11 Petition filed March 26, 2012

In Wallace Wleklinski
   Bankr. M.D. Fla. Case No. 12-04282
      Chapter 11 Petition filed March 26, 2012

In Re Big Beast Transit Inc.
   Bankr. N.D. Ga. Case No. 12-57763
     Chapter 11 Petition filed March 26, 2012
         See http://bankrupt.com/misc/ganb12-57763.pdf
         represented by: Dorna Jenkins Taylor, Esq.
                         Taylor & Associates, LLC
                         E-Mail: dorna.taylor@taylorattorneys.com

In Richard Dear
   Bankr. S.D. Ga. Case No. 12-20354
      Chapter 11 Petition filed March 26, 2012

In Re F.P.F. Service, Inc.
        dba Fred?s Amoco
        dba Fred?s Mobil
   Bankr. N.D. Ill. Case No. 12-11902
     Chapter 11 Petition filed March 26, 2012
         See http://bankrupt.com/misc/ilnb12-11902.pdf
         represented by: Bruce Dopke, Esq.
                         E-Mail: bruce@dopkelaw.com

In Robert Hasting
   Patricia Hasting
   Bankr. E.D. Mich. Case No. 12-47517
      Chapter 11 Petition filed March 26, 2012

In Josephine Kikimen
   Bankr. D. N.J. Case No. 12-17725
      Chapter 11 Petition filed March 26, 2012

In Roberto Perez Sepulveda
   Bankr. D. Puerto Rico Case No. 12-02214
      Chapter 11 Petition filed March 26, 2012

In Re East of Cascades, Inc.
   Bankr. W.D. Wash. Case No. 12-13014
     Chapter 11 Petition filed March 26, 2012
         See http://bankrupt.com/misc/wawb12-13014.pdf
         represented by: Kevin T. Helenius, Esq.
                         E-Mail: efiling@kth-law.com

In Ingerid Pearson
   Bankr. W.D. Wash. Case No. 12-12991
      Chapter 11 Petition filed March 26, 2012

In St. John Apostolic Cathedral, Inc.
   Hodges Chapel, LLC
   Bankr. S.D. Ala. Case No. 12-01062
      Chapter 11 Petition filed March 27, 2012
         See http://bankrupt.com/misc/alsb12-01062.pdf
         represented by: Michael B. Smith, Esq.
                         E-Mail: smi067@aol.com

In Kurt Ohlson
   Bankr. D. Ariz. Case No. 12-06227
      Chapter 11 Petition filed March 27, 2012

In Robert Hoss
   Bankr. D. Ariz. Case No. 12-06290
      Chapter 11 Petition filed March 27, 2012

In Alexander Sanford
   Bankr. C.D. Calif. Case No. 12-20756
      Chapter 11 Petition filed March 27, 2012

In Victor Sanchez
   Bankr. C.D. Calif. Case No. 12-11296
      Chapter 11 Petition filed March 27, 2012

In Full Bodied Of Gulfstream, Inc.
   Bankr. S.D. Fla. Case No. 12-17229
      Chapter 11 Petition filed March 27, 2012
         See http://bankrupt.com/misc/flsb12-17229.pdf
         represented by: Scott Alan Orth, Esq.
                         E-Mail: orthlaw@bellsouth.net

In NLH Associates Limited Partnership
   Bankr. D. Md. Case No. 12-15754
      Chapter 11 Petition filed March 27, 2012
         See http://bankrupt.com/misc/mdb12-15754p.pdf
         See http://bankrupt.com/misc/mdb12-15754c.pdf
         represented by: Stanton J. Levinson, Esq.
                         E-Mail: tiger110@earthlink.net

In Pauline Coulbourne
   Bankr. D. Md. Case No. 12-15758
      Chapter 11 Petition filed March 27, 2012

In V.R. Entertainment Network, L.L.C.
     dba Dream Nite Club
   Bankr. E.D. Mich. Case No. 12-47665
      Chapter 11 Petition filed March 27, 2012
         See http://bankrupt.com/misc/mieb12-47665p.pdf
         See http://bankrupt.com/misc/mieb12-47665c.pdf
         represented by: Christopher E. Frank, Esq.
                         E-Mail:
cfrank@bankruptcymanagementgroup.com

In Jeffrey Anderson
   Bankr. D. Neb. Case No. 12-40651
      Chapter 11 Petition filed March 27, 2012

In Michael Hales
   Bankr. D. Nev. Case No. 12-13539
      Chapter 11 Petition filed March 27, 2012

In Seascape Inn, LLC of Hampton
   Bankr. D. N.H. Case No. 12-10963
      Chapter 11 Petition filed March 27, 2012
         See http://bankrupt.com/misc/nhb12-10963.pdf
         represented by: Peter V. Doyle, Esq.
                         Shaines & McEachern
                         E-Mail: pdoyle@shaines.com

In Larry Slaughter
   Bankr. D. Ore. Case No. 12-61194
      Chapter 11 Petition filed March 27, 2012

In Cornwall Properties, Inc.
   Bankr. E.D. Pa. Case No. 12-12914
      Chapter 11 Petition filed March 27, 2012
         See http://bankrupt.com/misc/paeb12-12914.pdf
         represented by: Barry A. Solodky, Esq.
                         Nikolaus & Hohenadel, LLP
                         E-Mail: bsolodky@n-hlaw.com

In T.D.G., Inc.
     dba Haydn Zugs Restaurant
   Bankr. E.D. Pa. Case No. 12-12908
      Chapter 11 Petition filed March 27, 2012
         See http://bankrupt.com/misc/paeb12-12908.pdf
         represented by: John D. Bucolo, Esq.
                         Setley, Rauch & Bucolo, LLC
                         E-Mail: JBLegally@aol.com

In JF Giles, Inc.
   Bankr. S.D. Texas Case No. 12-32204
      Chapter 11 Petition filed March 27, 2012
         See http://bankrupt.com/misc/txsb12-32204.pdf
         represented by: Nelson M. Jones, III, Esq.
                         E-Mail: njoneslawfirm@aol.com

In Gordon Bijelonic
   Bankr. C.D. Calif. Case No. 12-21104
      Chapter 11 Petition filed March 28, 2012

In LPZ Financial Services, Inc.
   Bankr. C.D. Calif. Case No. 12-20940
      Chapter 11 Petition filed March 28, 2012
         See http://bankrupt.com/misc/cacb12-20940.pdf
         represented by: Robert G. Uriarte, Esq.
                         Uriarte & Wood Attorneys at Law
                         E-Mail: robert@uriarte-wood.com

In Corso Properties, LLC
   Bankr. N.D. Ga. Case No. 12-57952
      Chapter 11 Petition filed March 28, 2012
         See http://bankrupt.com/misc/ganb12-57952.pdf
         represented by: Reginald Greene, Esq.
                         Greene Legal Group, LLC
                         E-Mail: rgreene@greenelegalgroup.com

In Nathaniel Katz
   Bankr. D. Mass. Case No. 12-12543
      Chapter 11 Petition filed March 28, 2012

In A&A Auto Wrecking, LLC
   Bankr. D. Nev. Case No. 12-50686
      Chapter 11 Petition filed March 28, 2012
         See http://bankrupt.com/misc/nvb12-50686.pdf
         represented by: Chris D. Nichols, Esq.
                         Harris - Petroni
                         E-Mail: bhpnotices@renolaw.biz

In BH Family Partners Decatur Pad A, LLC
   Bankr. D. Nev. Case No. 12-13582
      Chapter 11 Petition filed March 28, 2012
         See http://bankrupt.com/misc/nvb12-13582.pdf
         represented by: Timothy S. Cory, Esq.
                         E-Mail: tcory@djplaw.com

In Donald Rappleye
   Bankr. D. Nev. Case No. 12-13561
      Chapter 11 Petition filed March 28, 2012

In Mark Fielder
   Bankr. D. Nev. Case No. 12-13581
      Chapter 11 Petition filed March 28, 2012

In Jeffrey Fanok
   Bankr. D. N.J. Case No. 12-17996
      Chapter 11 Petition filed March 28, 2012

In Whitney Dry Cleaners, LLC
   Bankr. D. N.J. Case No. 12-18054
      Chapter 11 Petition filed March 28, 2012
         See http://bankrupt.com/misc/njb12-18054.pdf
         represented by: Novlet M. Lawrence, Esq.
                         E-Mail: lawrencehoo@earthlink.net

In Re 10 Division Street LLC
   Bankr. E.D.N.Y. Case No. 12-71840
      Chapter 11 Petition filed March 28, 2012
         filed pro se
         See http://bankrupt.com/misc/nyeb12-71840.pdf

In Ida Rosenthal
   Bankr. E.D.N.Y. Case No. 12-42223
      Chapter 11 Petition filed March 28, 2012

In Jennifer Sultan
   Bankr. S.D. N.Y. Case No. 12-11265
      Chapter 11 Petition filed March 28, 2012

In John Fraley
   Guyann Fraley
   Bankr. W.D. N.C. Case No. 12-30754
      Chapter 11 Petition filed March 28, 2012

In The Sanctuary of Praise
   Bankr. N.D. Ohio Case No. 12-51003
      Chapter 11 Petition filed March 28, 2012
         See http://bankrupt.com/misc/ohnb12-51003.pdf
         represented by: Edwin H. Breyfogle, Esq.
                         E-Mail: edwinbreyfogle@sssnet.com

In Charles Gurkin
   Bankr. W.D. Tenn. Case No. 12-23345
      Chapter 11 Petition filed March 28, 2012

In Glen Park Missionary Baptist Church
   Bankr. N.D. Texas Case No. 12-41767
      Chapter 11 Petition filed March 28, 2012
         See http://bankrupt.com/misc/txnb12-41767.pdf
         represented by: George M. Barnes, Esq.
                         Grisham & Barnes, P.C.
                         E-Mail: sscalpelli@weldonrgrisham.com

In Azim Feda
   Bankr. E.D. Va. Case No. 12-12001
      Chapter 11 Petition filed March 28, 2012



                            *********

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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