TCR_Public/120409.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, April 9, 2012, Vol. 16, No. 98

                            Headlines

1419 ALLEGHNEY: Voluntary Chapter 11 Case Summary
1661 ST. JOHNS: Case Summary & 13 Largest Unsecured Creditors
17 PELHAM: Case Summary & Largest Unsecured Creditor
A.C. PHILLIPS: Files Schedules of Assets and Liabilities
ACCREDITED MEMBERS: GHP Horwath Raises Going Concern Doubt

ACTUANT CORP: S&P Gives 'BB' Rating on $300MM Sr. Unsecured Notes
AFA INVESTMENT: Meeting to Form Creditors' Panel on April 12
AMERENENERGY GENERATING: S&P Affirms 'BB-' Corporate Credit Rating
AMERICAN AIRLINES: Court to Hold Hearings on CBA Rejections
AMERICAN AIRLINES: TWU Wants to Depose 15 Executives

AMERICAN AIRLINES: Proposes June 29 Claims Bar Date
AMERICAN AIRLINES: ALPA Files Complaint Against American Eagle
AMERICAN AIRLINES: USAir Says Merger Could Save $1.5-Bil. Yearly
AMPAL-AMERICAN: Kesselman & Kesselman Raises Going Concern Doubt
ANDERSON NEWS: 2nd Circ. Revives Publisher Antitrust Suit

ANTERO RESOURCES: S&P Raises Senior Unsecured Debt Ratings to 'B+'
APTALIS PHARMA: S&P Lowers Senior Secured Debt Rating to 'B+'
AZURE DYNAMICS: TRO Hearing Today in Detroit
BAKERSFIELD GROVE: Files Schedules of Assets and Liabilities
BAKERSFIELD GROVE: Sec. 341(a) Meeting to Continue on April 23

BANK OF THE CAROLINAS: Turlington Raises Going Concern Doubt
BANKATLANTIC BANCORP: Majority Shareholder OKs BB&T Purchase Pact
BERNARD L. MADOFF: Hundreds Want Suits Out Of Bankruptcy Court
BERWIND REALTY: Files for Chapter 11 in Puerto Rico
BERWIND REALTY: Case Summary & 20 Largest Unsecured Creditors

BINGO.COM LTD: Davidson & Company Raises Going Concern Doubt
BRAND ENERGY: Moody's Changes Rating Outlook to Negative
BRANDYWINE REALTY: S&P Gives 'BB' Rating on $100MM Preferred Stock
CAMCO FINANCIAL: Reports $214,000 Net Income in 2011
CAMTECH PRECISION: Avstar Wants May 4 Solicitation Period Deadline

CAMTECH PRECISION: R&J's Plan Filing Period Extended to April 13
CCM MERGER: Moody's Confirms Caa2 Rating on US$275MM Unsec. Notes
CCM MERGER: S&P Gives 'CCC+' Rating on $275M Sr. Unsecured Notes
CENTRAL VIRGINIA: Reports $778,000 Net Income in 2011
CG JCF: S&P Raises Issuer Credit Rating to 'B+'; Outlook Stable

CHINA SHENGHUO: Marcum Bernstein Raises Going Concern Doubt
CLARE OAKS: Court Sets Plan Filing Extension Hearing for April 12
COLDWATER PORTFOLIO: Klein Retail Unit Files for Chapter 11
COLDWATER PORTFOLIO: Case Summary & 20 Largest Unsecured Creditors
COMMUNICATION INTELLIGENCE: PMB Helin Raises Going Concern Doubt

CORAL PEARLS: Case Summary & Largest Unsecured Creditor
CORTEX PHARMACEUTICALS: Haskell & White Raises Going Concern Doubt
CROSS ISLAND PLAZA: Brookville Bldg. Owner Files for Chapter 11
CROSS ISLAND PLAZA: Voluntary Chapter 11 Case Summary
CROWN CASTLE: S&P Rates $1-Bil. Senior Secured Notes 'B-'

CRYOPORT INC: Hires Steven Leatherman as Chief Commercial Officer
DABRIEL INC.: Voluntary Chapter 11 Case Summary
DALLAS HIGH POINT: Files Schedules of Assets and Liabilities
DAYTOP VILLAGE: Files for Chapter 11 Due to Issues With Lenders
DAYTOP VILLAGE: Voluntary Chapter 11 Case Summary

DBSI SHERIDAN: Marx Development Buys Office Bldgs for $6.85MM
DISH NETWORK: S&P Keeps BB- Corp. Credit Rating; Outlook Positive
DJO FINANCE: $105MM Add-On to Term Loan No Impact on Ratings
DR. TATTOFF: SingerLewak LLP Raises Going Concern Doubt
EDENOR SA: Posts ARS45.4-Mil. Net Loss in 2011

ENVISION SOLAR: Salberg & Company Raises Going Concern Doubt
EPICEPT CORP: Amends $25 Million Securities Offering
EVEREST ACQUISITION: S&P Assigns 'BB-' CCR; Outlook Stable
FEIHE INTERNATIONAL: Crowe Horwath Raises Going Concern Doubt
FELICITY'S INC.: Voluntary Chapter 11 Case Summary

FIRST FINANCIAL SERVICE: Reports $23.16-Mil. Net Loss in 2011
FREEDOM GROUP: S&P Affirms 'B+' Corporate Credit Rating
FRIENDFINDER NETWORKS: S&P Lowers Rating to 'CCC+' on Weak Results
GENCORP INC: Reports $2.4 Million Net Income in Feb. 29 Quarter
GLOBAL AVIATION: Has OK to Hire Ernst & Young LLP as Tax Advisor

GLOBAL AVIATION: Has Court's Final Nod to Obtain DIP Financing
GLOBAL EQUITY: Berman & Company Raises Going Concern Doubt
GRACEWAY PHARMA: IRS Objects to Ch. 11 Reorganization Plan
GRAY TELEVISION: S&P Raises Corporate Credit Rating to 'B'
H&M PETROLEUM: Files for Chapter 11 Bankruptcy Protection

HARRON COMMUNICATIONS: S&P Raises Corporate Credit Rating to 'B+'
HAWKER BEECHCRAFT: Bank Debt Trades at 32% Off in Secondary Market
HAWKER BEECHCRAFT: S&P Cuts Corporate Credit Rating to 'D'
HD SUPPLY: Prices Offering of $1.6 Billion Senior Secured Notes
HERCULES OFFSHORE: Closes Sale of Notes; Has $75MM Credit Pact

HORIYOSHI WORLDWIDE: Accumulated Losses Prompt Going Concern
HOSTESS BRANDS: Panel Seeks Discovery Over Exec Compensation
HOSTESS BRANDS: Seeks Extension of Exclusivity Periods
IVEDA SOLUTIONS: Albert Wong Raises Going Doubt
JAKE'S GRANITE: Voluntary Chapter 11 Case Summary

JEFFERSON COUNTY: Ala. Lawmakers Have 15 Days to Find Bankr. Fix
JEFFERSON COUNTY, AL: S&P Cuts SPUR on 2004A GO Warrants to 'D'
JENNE HILL: Asks Court or 30-Day Extension of Plan Filing Period
L.P. JULIAN: Case Summary & 2 Largest Unsecured Creditors
LANCELOT INVESTORS: 7th Circ. Revives Trustee's Auditor Suit

LANDRY'S INC: S&P Affirms 'B' Corp. Credit Rating; Outlook Stable
LEVEL 3: Messrs. Clontz and Chilton Named to Board of Directors
LIGHTSQUARED INC: Bank Debt Trades at 54% Off in Secondary Market
LUCID INC: Deloitte & Touche Raises Going Concern Doubt
MASTER SILICON: Vicis Capital Discloses 89.3% Equity Stake

MERRIMACK PHARMA: PwC Raises Going Concern Doubt
MMSH LLC: Voluntary Chapter 11 Case Summary
MILLENIUM INSTITUTE: Case Summary & 20 Largest Unsecured Creditors
MPG OFFICE: Names Jeanne Lazar as VP, Chief Accounting Officer
NCO GROUP: Incurs $281.7 Million Net Loss in 2011

NEWPAGE CORP: Creditors Seek More Time to Probe $1.7BB LBO
OPTIMIZERX CORP: Silberstein Ungar Raises Going Concern Doubt
OSX ENERGY: Case Summary & 3 Largest Unsecured Creditors
PACE AIRLINES: Trustee Begins Process to Pay Wages and Benefits
PERRY KOPLIK: Court Rules in Plan Trustee's Suit v. Directors

PGI INCORPORATED: BKD LLP Raises Going Concern Doubt
PINNACLE AIRLINES: Common Stock to be Delisted from NASDAQ
PONCE TRUST: Files Schedules of Assets and Liabilities
PORTER BANCORP: Reports $107.31-Mil. Net Loss in 2011
POSITRON CORP: Incurs $6.1 Million Net Loss in 2011

RACE POINT: S&P Affirms 'BB' Rating on $275-Mil. Senior Term Loan
RACKWISE INC: Marcum LLP Raises Going Concern Doubt
RAINBOW LAND & CATTLE: Files for Chapter 11 in Las Vegas
RAINBOW LAND & CATTLE: Case Summary & 5 Top Unsecured Creditors
RELIANCE BANCSHARES: Posts $34-Mil. Net Loss in 2011

ROBB & STUCKY: Court Grants Voluntary Chapter 11 Case Dismissal
RUSSELL BOULDER: Bank Gets Judge's Approval to Take Luxury Cars
SAHARA TOWNE: Hires Flangas McMillan as Special Counsel
SAHARA TOWNE: Hires Marquis Aurbach Coffing as Attorneys
SEASCAPE INN: Files for Chapter 11 Bankruptcy Protection

SECUREALERT INC: To Record $2MM Hike in Add'l Paid-in-Capital
SELECT TREE: Hires Damon Morey as General Counsel
SELECT TREE: Hires Nextpoint as Financial Adviser
SHEARER'S FOODS: S&P Lowers Corporate Credit Rating to 'CCC+'
SINGER CO: Former Chief Faces Suit Over Mansion Mortgage

SOLYNDRA LLC: Wants Plan Filing Period Extended Until July 2
SPECTRASCIENCE INC: McGladrey & Pullen Raises Going Concern Doubt
SPRINT NEXTEL: Cancels Offering Under 1988 Stock Purchase Plan
STOCKBRIDGE/SBE HOLDINGS: Moody's Assigns B3 CFR; Outlook Stable
TALON THERAPEUTICS: Authorized Common Shares Hiked to 600 Million

TEARLAB CORP: Ernst & Young Raises Going Concern Doubt
THORPE INSULATION: 9th Circ. Won't Rethink Win for Insurance Firms
TRIBUNE CO: Bank Debt Trades at 34% Off in Secondary Market
TXU CORP: Bank Debt Trades at 45% Off in Secondary Market
TXU CORP: Bank Debt Trades at 39% Off in Secondary Market

UNITED DC: Voluntary Chapter 11 Case Summary
UNITED RETAIL: Judge Clears Versa Capital Sole Bid
VELO HOLDINGS: DIP Lenders Require Bankruptcy Exit by Nov. 30
VELO HOLDINGS: Hires Epiq as Claims & Notice Agent
VELO HOLDINGS: Schedules Filing Deadline Extended Until May 17

VELO HOLDINGS: Rejects Contract With V2V President Sung
VICTORY ENERGY: WilsonMorgan LLP Raises Going Concern Doubt
WATERLOO RESTAURANT: Files Schedules of Assets and Liabilities
WATERLOO RESTAURANT: Court Grants Final OK on $850,000 DIP Loan
WATERLOO RESTAURANT: Court Okays Capital Insight's Giardina as CRO

WESTMORELAND COAL: Jeffrey Gendell Discloses 20.4% Equity Stake
WILLIAM LYON: S&P Withdraws 'D' Corporate Credit & Issue Ratings
WOLFGANG CANDY: Appoints SVP & Chief Marketing Officer
XTREME OIL: LBB & Associates Raises Going Concern Doubt
YUKON-NEVADA GOLD: Reports $26.4-Mil. Net Income in 2011

ZOOM TELEPHONICS: Marcum LLP Raises Going Concern Doubt

* Moody's Says Healthcare Law Repeal Hits For-Profit Hospitals
* Moody's Says U.S. Muni Market VRDBs Exposed to Bank Stresses

* Phelps Dunbar Expands Tampa Office With Two Bankruptcy Hires

* BOND PRICING -- For Week From March 19 to 23, 2012

                            *********

1419 ALLEGHNEY: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: 1419 Alleghney West Holdings LLC
        430 Berwyn Baptist Road
        Berwyn, PA 19312

Bankruptcy Case No.: 12-13305

Chapter 11 Petition Date: April 3, 2012

Court: U.S. Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Judge: Jean K. FitzSimon

Debtor's Counsel: Lee M. Herman, Esq.
                  LEE M. HERMAN, ESQUIRE, PC
                  426 - 428 East Baltimore Pike
                  P.O. Box 2090
                  Media, PA 19063
                  Tel: (610) 891-6500
                  E-mail: lmh@lmhlaw.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 Joel A. Harden, manager.


1661 ST. JOHNS: Case Summary & 13 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: 1661 St. Johns, LLC
        543 Bedford Avenue
        Brooklyn, NY 11211

Bankruptcy Case No.: 12-22689

Chapter 11 Petition Date: April 6, 2012

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

Judge: Robert D. Drain

Debtor's Counsel: Arnold Mitchell Greene, Esq.
                  ROBINSON BROG LEINWAND GREENE GENOVESE & GLUCK,
                  P.C.
                  875 Third Avenue, 9th Floor
                  New York, NY 10022
                  Tel: (212) 603-6300
                  Fax: (212) 956-2164
                  E-mail: amg@robinsonbrog.com

Scheduled Assets: $4,541,392

Scheduled Liabilities: $3,376,039

Affiliates that filed separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
1677 St. Johns, LLC                   12-22690            04/06/12
Van Cortlandt Village LLC             12-20000            01/31/12
Valentine Con LLC                     12-20001            01/31/12
146 Realty LLC                        12-20002            01/31/12
DLR & CO LLC                          12-20003            01/31/12
Jackson Avenue Con LLC                12-20004            01/31/12
Legget Avenue Con LLC                 12-20005            01/31/12
Ocean Construction Con LLC            12-20006            01/31/12
Woodycrest Con LLC                    12-20007            01/31/12

The petitions were signed by David Goldwasser, managing member of
GC Realty Advisors, LLC, managing member.

1661 St. Johns' list of its 13 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/nysb12-22689.pdf

1677 St. Johns' list of its 14 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/nysb12-22690.pdf


17 PELHAM: Case Summary & Largest Unsecured Creditor
----------------------------------------------------
Debtor: 17 Pelham Lane Realty Trust
        121 Philip Place
        Hawthorne, NY 10532

Bankruptcy Case No.: 12-22674

Chapter 11 Petition Date: April 3, 2012

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

Judge: Robert D. Drain

Debtor's Counsel: Francis J. O'Reilly, Esq.
                  10 McMahon Place
                  Mahopac, NY 10541
                  Tel: (845) 621-1255
                  Fax: (845) 621-1686
                  E-mail: foreilly@bestweb.net

Scheduled Assets: $2,800,000

Scheduled Liabilities: $1,960,000

The petition was signed by Dario Tertan, trustee.

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

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Town of Dennisport Massachusetts   Real Property Taxes     $10,000
P.O. Box 2060
South Dennis, MA 02660


A.C. PHILLIPS: Files Schedules of Assets and Liabilities
--------------------------------------------------------
A.C. Phillips Family Properties, Ltd. filed with the Bankruptcy
Court for the Northern District of Texas its schedules of assets
and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $7,536,022
  B. Personal Property               $21,734
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $6,762,890
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $1,806,209
                                 -----------      -----------
        TOTAL                     $7,557,756       $8,569,099

A full text copy of the company's scheduled of assets and
liabilities is available free at:

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

An involuntary petition was filed against A.C. Phillips Family
Properties, Ltd. (Bankr. N.D. Tex. Case No. 11-37792) on Dec. 6,
2011, by Bank of America and Do It Best Corp.  No trustee has been
appointed in the Chapter 11 case.  The State Court has
administratively closed the State Court Lawsuit subject to stay
relief allowing the parties to sever the Debtor and proceed
against Phillips Lumber.


ACCREDITED MEMBERS: GHP Horwath Raises Going Concern Doubt
----------------------------------------------------------
Accredited Members Holding Corporation filed on March 30, 2012,
its annual report on Form 10-K for the fiscal year ended Dec. 31,
2011.

GHP Horwath, P.C., in Denver, Colorado, expressed substantial
doubt about Accredited Members' ability to continue as a going
concern.  The independent auditors noted that the Company reported
a net loss of approximately $3,461,000 and used net cash in
operating activities of approximately $2,125,000 in 2011, and has
an accumulated deficit of approximately $7,570,000 at December 31,
2011.

The Company reported a net loss of $3.46 million on $2.01 million
of revenue for 2011, compared with a net loss of $2.59 million on
$2.03 million of revenue for 2010.

The Company's balance sheet at Dec. 31, 2011, showed $2.03 million
in total assets, $1.98 million in total liabilities, and
stockholders' equity of $53,804.

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

                       http://is.gd/U0mTRp

Colorado Springs, Colo.-based Accredited Members Holding
Corporation currently provides various services and products both
directly and through its subsidiary corporations Accredited
Members, Inc. ("AMI"), and AMHC Managed Services ("AMMS"), which
provides management services to third parties including services
typically provided by executive level personnel on a fix-contract
basis.  Through August 2011, the Company provided services through
its subsidiary World Wide Premium Packers, Inc. ("WWPP").


ACTUANT CORP: S&P Gives 'BB' Rating on $300MM Sr. Unsecured Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' issue rating
to Actuant Corp.'s proposed $300 million senior unsecured notes
due 2022. The recovery rating on these notes is '5', indicating
modest (10% to 30%) recovery prospects. The company expects to use
the proceeds to repay its outstanding notes due in 2017. The
proposed new notes contain a change-of-control provision.

"The 'BB+' corporate credit rating on Actuant reflects the
company's 'fair' business risk profile and 'significant' financial
risk profile. Actuant's operating performance should continue to
benefit from the still-increasing, though moderating, demand in
the company's global industrial markets in 2012. We also expect
that disciplined financial policies and steady free cash flow
generation will continue to support credit measures while Actuant
continues to expand through acquisitions. We currently estimate
that the company could increase debt by about $500 million
(assuming associated profits and cash
flows) without affecting its credit profile. For the rating, we
expect adjusted total debt to EBITDA of 3x or less and FFO to
total debt of about 30%," S&P said.

RATINGS LIST
Actuant Corp.
Corporate credit rating            BB+/Stable/--

Rating Assigned
Senior unsecured
  $300 mil. notes due 2022          BB
  Recovery rating                   5


AFA INVESTMENT: Meeting to Form Creditors' Panel on April 12
------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on April 12, 2012, at 10:00 a.m. in
the bankruptcy case of AFA Investment Inc., et al.  The meeting
will be held at:

   J. Caleb Boggs Federal Building
   844 King Street, Room 2112
   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.


AMERENENERGY GENERATING: S&P Affirms 'BB-' Corporate Credit Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
the 'BBB-' corporate credit ratings, on Ameren Corp., Ameren
Illinois Co., and Ameren Missouri. "We revised the rating outlook
on Ameren and its regulated subsidiaries to stable from positive,"
S&P said.

"At the same time, we affirmed our 'BB-' corporate credit and
senior unsecured debt ratings on AmerenEnergy Generating Co.
(GenCo). We removed the ratings from CreditWatch, where they were
placed with negative implications on March 5, 2012. The outlook is
negative. The '3' recovery rating on GenCo's senior unsecured
debt, indicating expectations of meaningful (50%-70%) recovery in
the event of payment default, is unchanged," S&P said.

"We view Ameren Corp.'s decision to offer liquidity to GenCo in
the form of a put option with AmerenEnergy Resource Generating Co.
[AERG] as solidifying GenCo's liquidity position," said Standard &
Poor's credit analyst Gabe Grosberg. "GenCo has the option to sell
its combined cycle gas generating facility Grand Towers and gas
peakers Elgin and Gibson City to AERG for a minimum of $100
million. This agreement demonstrates a credible liquidity plan, in
our view."

"The negative outlook on GenCo is based on the possibility that
low electricity prices could persist, which would extend GenCo's
compressed margins, potentially lowering FFO to debt to below 9%
and resulting in debt to EBITDA greater than 7x. Standard & Poor's
believes that there is at least a one in a three probability that
continued low power prices will further harm GenCo's financial
measures, reducing Ameren's economic incentive to support GenCo.
We could lower the ratings if Ameren's economic incentive to
support GenCo is further weakened or GenCo's environmental capital
spending strategy for post-2015 is insufficient. We could revise
the outlook on GenCo to stable if the power price curve recovers
and our forecast of FFO to debt approximates 15%," S&P said.

"The stable rating outlook on Ameren takes into account the
continued weakness at GenCo and Ameren's willingness to provide
cash to shore up GenCo's liquidity. The outlook also is based on
the improvement in the company's management of regulatory risk. We
expect that parent Ameren will continue to support GenCo on a
limited basis even over the longer term," S&P said.


AMERICAN AIRLINES: Court to Hold Hearings on CBA Rejections
-----------------------------------------------------------
Judge Sean H. Lane of the U.S. Bankruptcy Court for the Southern
District of New York approved a stipulation governing the schedule
and conduct of proceedings in connection with AMR Corp. American
Airlines, Inc. and their debtor-affiliates' motion to reject
collective bargaining agreements under Section 1113 of the
Bankruptcy Code.

The parties to the stipulation are American Airlines, Inc.; Allied
Pilots Association; the Association of Professional Flight
Attendants; the Transport Workers Union; the Official Committee
of Unsecured Creditors, and the Pension Benefit Guaranty
Corporation.

The parties will follow this schedule with respect to the Sec.
1113 Motion:

(1) The hearing on the Sec. 1113 Motion will commence on
    April 23, 2012.  The parties will be prepared to proceed
    with trial and their witnesses will be made available on the
    schedule set forth:

    * April 23, 2012: Opening Statements, if any, except that
      any party other than the Debtor may elect to defer its
      opening statement until the commencement of the Unions'
      responsive case; Debtor's affirmative case (summary
      direct testimony, full cross-examination, and re-direct
      examination of scheduled witnesses for Debtor).  The
      Debtor's affirmative case will continue until concluded.

    * Two weeks following the conclusion of Debtor's affirmative
      case: Unions' responsive case (summary direct testimony,
      full cross-examination, and re-direct examination of all
      Unions' scheduled witnesses).

    * Upon conclusion of the Unions' responsive case: the
      responsive cases, if any of the PBGC and the Creditors'
      Committee; the Debtor's rebuttal case, which will not be
      limited to the scope of the Unions', the PBGC's or the
      Creditors' Committee's responsive case followed by Closing
      Statements, if any (all parties); provided, that any
      Union, the PBGC and the Creditors' Committee will, prior
      to Closing Statements, be permitted to present evidence in
      sur-rebuttal with respect to any portion of the Debtor's
      rebuttal that was outside the scope of that party's
      responsive case.  The Debtor will be entitled to respond
      to any presentation made by any party on sur-rebuttal.

(2) The Unions' and the PBGC's responses or objections to the
    Section 1113 Motion will be served no later than seven
    calendar days following the conclusion of the Debtor's
    affirmative case.  The Unions' and PBGC's Responsive Papers,
    previously served, need not be filed until three calendar
    days before the start of the Unions' responsive case.  The
    Creditors' Committee may file Responsive Papers in this
    proceeding.  The Creditors' Committee's Responsive Papers
    need not be served until three calendar days prior to the
    start of the Unions' responsive case, and need not be filed
    until the business day preceding the commencement of the
    Unions' responsive case.

(3) Replies, if any, to the Responsive Papers will be filed and
    served not later than one calendar day preceding the
    commencement of the Unions' responsive case.

(4) Post-hearing briefs will be filed not later than three
    business days following the completion of the Hearing in
    this matter.

(5) No discovery will be permitted following the commencement of
    the Hearing on April 23, 2012, other than the depositions of
    experts proffered by the Unions, the PBGC or the UCC, which
    depositions may be taken at any time prior to the
    commencement of the Unions' responsive case.  The PBGC and
    the Creditors' Committee will be entitled to participate in
    discovery but their witness examinations, if any, will
    follow the Debtor's or the Unions' examinations, as
    applicable.

Pursuant to the schedule, the Court will have until June 6 to
decide on the Sec. 1113 motion, Dallas Business Journal reported,
citing the Association of Professional Flight Attendants' public
statement.

The stipulation also contains procedures regarding discovery,
admissibility of trial exhibits and treatment of confidential
information.  A full-text copy of the stipulation is available
for free at http://bankrupt.com/misc/AmAir_Sec1113SchedStip.pdf

              Pilots Object to Sec. 1113 Motion

The American Independent Cockpit Alliance, Inc. and certain
"supplement B pilot beneficiaries" oppose the Debtors' proposal
to reject the collective bargaining agreement between American
and the APA.

A. AICA

On behalf of the former TWA pilots, the AICA complains that
American, through the Section 1113 application, now seeks the
Court's approval of a tentative agreement with the APA to
eliminate certain protections that were created for TWA pilots at
the carrier's St. Louis base.  Counsel to the AICA, Lucas K.
Middlebrook, Esq., at Seham, Seham, Meltz & Petersen LLP, in
White Plains, New York, argues that the AA/APA tentative
agreement provides for an arbitration process, which (i) would
exclude the TWA pilots as a party, in violation of basic concepts
of equity and federal case law precedent; and (ii) prohibits the
arbitrator from addressing the very seniority issue which was the
basis for creating the offset of the STL protections.

"The Section 1113 Proposal is unfair and inequitable as to the
former TWA pilots because it disproportionally shifts
restructuring costs on to them that no other pilots will incur,"
Mr. Middlebrook contends.  Under the proposal, the former TWA
pilots, alone among all pilots are to have their fate in this
restructuring determined by a special arbitration proceeding the
result of which is unlawfully pre-determined in terms of its
procedure and substance, he stresses.  Moreover, the proposal is
not based on the most complete and reliable information because
it ignores a no-cost proposal made by the former TWA pilots, he
tells Judge Lane.

B. Supplement B Pilot Beneficiaries

The Supplement B pilot beneficiaries assert that American is
proposing changes that would diminish the existing pay or benefit
programs in a manner that would adversely affect pilots hired
prior to November 1, 1983, in violation of a Supplement B, a tri-
partite agreement among American and APA, and the Supplement B
pilot beneficiaries.  Moreover, American has already violated
Supplement B substantively by advising covered pilots that, if
they retire now, they are no longer entitled to a lump-sum
option, they allege.

"These ongoing efforts to modify or eliminate Supplement B
through this bankruptcy process, not only runs afoul of the
requirements of Section 1113, but at the same time these actions
would expose the Debtor and the APA to hybrid duty of fair
representation liability," counsel to the Supplement B Pilot
Beneficiaries, Nicholas P. Granath, Esq., at Seham, Seham, Meltz
& Petersen LLP, in Minneapolis, Minnesota -- ngranath@ssmplaw.com
-- avers.  He insists that Supplement B amounted to nothing less
than a "permanent guarantee" of employment and financial security
of pre-1983 pilots and for a process designed to protect those
pilots as they became, gradually over time, a minority of the
APA's membership.

A list of the Supplement B beneficiaries is available for free
at http://bankrupt.com/misc/AmAir_SuppBPilotBeneficiaries.pdf

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: TWU Wants to Depose 15 Executives
----------------------------------------------------
The Transport Workers Union of America, AFL-CIO, informed the
bankruptcy court that they want to take depositions of 15 American
Airline executives starting from April 3 to 9, 2012.  The
depositions will continue from day to day until completed.

The TWU filed the notices of deposition in the wake of American's
decision to reject collective bargaining agreements with TWU and
other unions of the carrier.

In recent developments, AMR said it continues to make progress
with its negotiations with the TWU, which represents more than
23,000 mechanics, baggage handlers and other airport ground
workers at the carrier, according to an updated posted at its
restructuring Web site, http://www.restructuringamr.com/

In a proposal presented on March 29, AMR offered to outsource
fewer TWU jobs.  The carrier has originally proposed to cut 8,800
TWU jobs.  AMR said it would provide a comprehensive proposal to
reflect those new concessions.

Meanwhile, AMR's negotiations with pilots and flight attendants
are moving slowly, according to Jack Nicas of The Wall Street
Journal.  An AMR spokesperson confirmed that the company met with
leaders of the pilots union to discuss freezing -- rather than
terminating -- the pilots' pensions, but the two sides did not
sit down for formal negotiations, the Journal disclosed.  The
company also did not formally negotiate with the flight
attendants' union but met one to discuss scheduling and medical
benefits, the report added.

The executives subject to depositions are:

* Jeffrey Brundage, senior vice president of human resources;

* Beverley K. Goulet, AMR chief restructuring officer and
   American vice president of corporate development and
   treasurer;

* Brian J. McMenamy, American vice president and controller;

* Denise Lynn, American vice president of employee relations;

* Dennis Newgren, American managing director of flight;

* James B. Weel, American managing director of employee
   relations;

* David L. Resnick, managing director and chairman of Global
   Financing Advisory at Rothschild Inc.;

* Jerrold A. Glass, president of F&H Solutions Group, a human
   resources and labor relations consulting firm;

* Alexander Dichter, director and co-leader at global transport,
   travel and logistics practice at McKinsey & Co.;

* Daniel M. Kasper, senior consultant at Compass Lexicon;

* Carolyn E. Wright, American vice president of human resources;

* Mark L. Burdette, consultant and American vice president of
   employee relations until Dec. 31, 2011;

* Robert J. DeLucia, vice president of labor and employment and
   assistant general counsel at Airlines for America;

* Virasb Vahidi, American senior vice president of marketing and
   planning and chief commercial officer; and

* Taylor M. Vaughn, American managing director of employee
   relations.

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Proposes June 29 Claims Bar Date
---------------------------------------------------
AMR Corp., American Airlines, Inc. and their debtor-affiliates
ask Judge Sean H. Lane to fix June 29, 2012, as the deadline by
which a person or entity must file a proof of claim with respect
to a prepetition claim against any of the Debtors.

The Debtors also ask the Court to establish June 29 as the
deadline for Governmental Units to file a Proof of Claim in
respect of a prepetition claim against any of the Debtors.

Rule 3003(c)(3) of the Federal Rules of Bankruptcy Procedure
provides that the Court will fix the time within which Proofs of
Claim may be filed.  Rule 3003(c)(2) provides that any creditor
whose claim (a) is not scheduled in the Debtors' schedules of
assets and liabilities or (b) is scheduled as disputed,
contingent, or unliquidated must file a Proof of Claim by a bar
date fixed by the Court.  Rule 3003(c)(2) further provides that
"any creditor who fails to do so shall not be treated as a
creditor with respect to such claim for the purposes of voting
and distribution."

Section 502(b)(9) of the Bankruptcy Code provides that the "claim
of a governmental unit shall be timely filed if it is filed
before 180 days after the date of the order for relief or such
later time as the Federal Rules of Bankruptcy Procedure may
provide."

The Debtors propose these procedures to govern all Administrative
Expense Proofs of Claim:

(1) The Proofs of Claim filed against the Debtors must:

      (i) be written in the English language;

     (ii) be denominated in lawful currency of the United
          States as of the Petition Date;

    (iii) conform substantially to the Proof of Claim Form or
          Official Bankruptcy Form No. 10;

     (iv) specify by name and case number the Debtor against
          which the Proof of Claim is filed;

      (v) set forth with specificity the legal and factual basis
          for the alleged claim;

     (vi) include supporting documentation for the claim or an
          explanation as to why such documentation is not
          available; and

    (vii) be signed by the claimant or, if the claimant is not
          an individual, by an authorized agent of the claimant.

(2) If a claimant asserts a claim against more than one Debtor or
    has claims against different Debtors, the claimant must file
    a separate Proof of Claim against each Debtor.

(3) A Proof of Claim will be deemed timely filed only if it is
    actually received by the Debtors' claims agent, GCG, Inc., or
    by the Court, on or before the applicable Bar Date as

    If by hand delivery or overnight courier:

        AMR Corporation, et al.
        c/o GCG
        5151 Blazer Parkway, Suite A
        Dublin, Ohio 43017

    If by first-class mail:

        AMR Corporation, et al.
        c/o GCG
        P.O. Box 9852
        Dublin, Ohio 43017-5752

        - OR -

    If by hand delivery:

        United States Bankruptcy Court, SDNY
        One Bowling Green
        Room 534
        New York, New York 10004-1408

(4) Proofs of Claim sent by facsimile, telecopy, or electronic
    transmission will not be accepted.

(5) Any person or entity (including, without limitation,
    individuals, partnerships, corporations, joint ventures,
    trusts, and Governmental Units) that asserts a claim that
    arises from the rejection of an executory contract or
    unexpired lease must file a Proof of Claim based on such
    rejection by the later of (i) the applicable Bar Date and
    (ii) the date that is 30 days following the entry of the
    Court order approving such rejection, or be forever barred
    from doing so.

(6) A party to an executory contract or unexpired lease that
    asserts a claim on account of unpaid amounts accrued and
    outstanding as of the Petition Date pursuant to such
    executory contract or unexpired lease (other than a rejection
    damages claim) must file a Proof of Claim for such amounts on
    or before the applicable Bar Date unless an exception set
    forth in this motion applies.

(7) In the event that the Debtors amend or supplement their
    Schedules of Assets and Liabilities subsequent to the date of
    entry of the order granting the Bar Date Motion, the Debtors
    will give notice of any amendment or supplement to the
    holders of claims affected thereby, and such holders will
    have until the later of (i) the applicable Bar Date and (ii)
    30 days from the date of such notice to file a Proof of Claim
    or be barred from doing so and will be given notice of such
    deadline.

(8) These persons or entities are not required to file a Proof of
    Claim on or before the applicable Bar Date, solely with
    respect to the claims:

    * any person or entity whose claim is listed on the
      Schedules; provided that (i) the claim is not listed on the
      Schedules as "disputed," "contingent," or "unliquidated,"
      (ii) the person or entity does not dispute the amount,
      nature, and priority of the claim as set forth in the
      Schedules, and (iii) the person or entity does not dispute
      that the claim is an obligation of the specific Debtor
      against which the claim is listed in the Schedules;

    * any person or entity whose claim has been paid in full;

    * any person or entity that holds an equity security interest
      in the Debtors, which interest is based exclusively upon
      the ownership of common or preferred stock, membership
      interests, partnership interests, or warrants, options, or
      rights to purchase, sell, or subscribe to such a security
      or interest; provided, however, that if any such holder
      asserts a claim (as opposed to an ownership interest)
      against the Debtors (including a claim relating to an
      equity interest or the purchase or sale of such equity
      interest), a Proof of Claim must be filed on or before the
      applicable Bar Date pursuant to the Procedures;

    * any holder of a claim allowable under Sections 503(b) and
      507(a)(2) of the Bankruptcy Code as an administrative
      expense (other than a holder of a section 503(b)(9) claim
      which is subject to a separate deadline of February 13,
      2012 to file a Proof of Claim);

    * any person or entity that holds a claim that has been
      allowed by order of the Court entered on or before the
      applicable Bar Date;

    * any holder of a claim for which a separate deadline has
      been fixed by the Court;

    * any Debtor having a claim against another Debtor in these
      Chapter 11 cases;

    * any entity that, as of the applicable Bar Date, is an
      affiliate (as defined in Section 101(2) of the Bankruptcy
      Code) of any Debtor;

    * any person or entity who has already filed a Proof of Claim
      with the Clerk of the Court or GCG against any of the
      Debtors, utilizing a claim form that substantially conforms
      to the Proof of Claim Form or Official Form 10; or

    * any person or entity whose claim is limited exclusively to
      the repayment of principal, interest and other fees and
      expenses under any agreements governing any notes, bonds,
      debentures, passthrough certificates, enhanced pass-through
      trust certificates, equipment trust certificates, enhanced
      equipment trust certificates, property or other debt
      securities or obligations:

        (i) issued by any of the Debtors;

       (ii) issued by any governmental or quasi-governmental
            authority for the benefit of any of the Debtors;

      (iii) secured by assets of any of the Debtors or agreements
            with respect to such assets; or

       (iv) secured by assets leased to any of the Debtors
            pursuant to an indenture or fiscal and paying agency
            agreement, as applicable if the indenture trustee,
            owner trustee, pass-through trustee, subordination
            agent, registrar, paying agent, loan or collateral
            agent, or any other entity serving in a similar
            capacity however designated under the applicable Debt
            Instruments files a Proof of Claim against the
            applicable Debtor, on or before the applicable Bar
            Date, on account of all Debt Claims against such
            Debtor under the applicable Debt Instruments;
            provided, however, that any holder of a Debt Claim
            wishing to assert a claim arising out of or relating
            to a Debt Instrument, other than a Debt Claim, must
            file a Proof of Claim with respect to such claim on
            or before the applicable Bar Date, unless another
            exception identified herein applies.

The Debtors propose that any holder of a claim against any of
them that is required to file a Proof of Claim in accordance with
the Proposed Order, but fails to do so on or before the
applicable Bar Date will not be treated as a creditor with
respect to such claim for the purposes f voting and distribution
with respect to any Chapter 11 plan or plans of reorganization
that may be filed in these cases.

The Debtors propose to provide at least 73 days' notice to all
known creditors, more than is required under the Bankruptcy Code,
the Federal Rules of Bankruptcy Procedure, and the Second Amended
Procedural Guidelines for Filing Requests for Bar Orders in the
U.S. Bankruptcy Court for the Southern District of New York.
Specifically, if the Court enters the proposed order on or about
April 3, 2012, GCG's mailing would be completed by April 17,
2012, which is 73 days prior to the proposed General Bar Date of
June 29, 2012.  GCG has advised the Debtors that it expects to
complete the mailing in less than 10 business days, which would
provide for a notice period of even greater than 73 days, he
notes.

Given the complex and global nature of the Debtors' operations,
the Debtors intend to supplement notice of the Bar Dates by
providing notice by publication consistent with the Guidelines
and Rule 2002(l) of the Federal Rules of Bankruptcy Procedure.
The Debtors propose to publish the Bar Date Notice, with any
necessary modifications for ease of publication, once in each of
The Wall Street Journal (Global Edition -- North America, Europe,
and Asia), New York Times (National), Financial Times
(Worldwide), USA  (Monday through Thursday, National), Chicago
Tribune, Dallas Morning News, Fort Worth Star-Telegram,
International Herald Tribune, Miami Herald, and Los Angeles
Times, subject to applicable publication deadlines, at least 30
days prior to the General Bar Date.

Accordingly, the proposed Bar Dates and Procedures provide
sufficient time for all parties in interest, including foreign
creditors, to assert their claims, says Harvey S. Miller, Esq.,
at Weil, Gotshal & Manges LLP, in New York.  Because the proposed
Procedures will provide notice to all known parties-in-interest
by mail and notice to any unknown parties-in-interest by
publication, the proposed Procedures are reasonably calculated to
provide notice to all parties that may wish to assert a claim in
these chapter 11 cases, he insists.

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: ALPA Files Complaint Against American Eagle
--------------------------------------------------------------
The Air Line Pilots Association, International brought an
adversary complaint against American Eagle Airlines, Inc.,
seeking enforcement of a final and binding arbitration award
issued by the System Board of Adjustment established by the
parties pursuant to the Railway Labor Act.

In November 2010, American Eagle discharged pilot Nolan Jones.
Subsequently, the ALPA and Mr. Jones filed a grievance over the
discharge of Mr. Jones.  The Company did not grant the Jones
Grievance at the preliminary stages, and so on December 15, 2010,
the Jones Grievance was submitted for arbitration before the
System Board of Adjustment in accordance with the CBA.

In March 2012, the Jones System Board issued a final opinion and
award sustaining the Jones Grievance and ordered the parties to
confer concerning the amount and type of training that Mr. Jones
needs to requalify as a first officer and the amount of back pay
and benefits due to Mr. Jones.  American Eagle has advised ALPA
that it will not comply with the Jones System Board Award.

Thomas N. Ciantra, Esq., at Cohen, Weiss and Simon LLP, in New
York -- tciantra@cwsny.com -- argues that the System Board had
jurisdiction to issue the award and that award remains
enforceable in bankruptcy, subject to the Court's jurisdiction
over the priority and timing of any back pay remedies.  He
further contends that the Jones System Board Award was issued in
compliance with the RLA.  He maintains that the Jones System
Board Award was not tainted by fraud or corruption, and is final
and binding on the parties.

By the complaint, the ALPA asks the Court to compel American
Eagle to:

  (a) as required in the Jones System Board Award and within 10
      days from the Court enters its order: (a) confer with ALPA
      concerning the type and amount of training that Mr. Jones
      needs to requalify as a First Officer on the Embraer 145
      jet; (b) meet and confer with ALPA regarding the amount of
      back pay (less interim earnings) and benefits due to Mr.
      Jones; and (c) fully cooperate in all further System Board
      hearings necessary to implement the Jones System Board
      Award; and

  (b) within 10 days from the date the Court its enter, pay to
      the ALPA its attorneys' fees and costs.

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: USAir Says Merger Could Save $1.5-Bil. Yearly
----------------------------------------------------------------
US Airways Group Inc. told American Airlines creditors that
merging the two carriers could result to more than $1.5 billion
in annual costs savings and added revenue, said people familiar
with the matter, Mike Spector and Susan Carey of The Wall Street
Journal reported.

Specifically, US Airways projected that a combination of the
carriers could yield $1 billion in additional revenues and about
$500 million in mostly non-labor cost savings, the people said.

The Journal related that the talks between US Airways and
creditors of American could amount to an end-run around AMR's
efforts to negotiate a plan with the carrier's unions and
bondholders to emerge from bankruptcy as a standalone company.
US Airways' stepped-up campaign could also complicate American's
bankruptcy proceedings, especially as regulators would likely
need to conduct an antitrust review of any merger, the Journal
said.  This could potentially hurt creditors' recoveries if
American's value decreased as it languished in bankruptcy, people
familiar with the matter told the Journal.

Notably, US Airways has not engaged in formal discussions with
AMR's statutory committee of unsecured creditors but it has held
informal talks with creditor advisers, who have been receptive to
its overtures, the Journal noted.  But, US Airways has gotten
aggressive since American recently asked the bankruptcy court to
reject collective bargaining agreements with some of its
unionized employees, the report related.

Indeed, US Airways could try to persuade the unions representing
pilots, flight attendants, mechanics, airport ground workers and
others, that the higher revenue the combined airline would
generate could be shared with labor by way of less-drastic
contract concessions than AMR is seeking, one person told the
Journal.

According to some people familiar with the matter, the total
synergies from combining American, the nation's No. 3 airline by
traffic, and No. 5 US Airways could surpass $2 billion, though
the analysis has not been finalized, the Journal relayed. The
combined airlines would be much closer in size to industry
leaders United Continental Holdings Inc. and Delta Air Lines
Inc., both the results of recent mergers, the report added.

"We are not opposed to consolidation in the industry, and I
wouldn't rule it out for American as things develop," AMR Chief
Execute Tom Horton was quoted by Chicago Tribune as saying.

But the timing is not right, the CEO recognized.  "I think it
would be tremendously unwise to get distracted with talk of
combination inside a restructuring," he elaborated.

"I want to go as quickly as we can. . . and we must be sure that
the company is profitable, successful and growing coming out of
the other side," Mr. Horton said of American's bankruptcy process
in an Associated Press interview.

Mr. Horton also maintained that the restructuring plan to save $2
billion in annualized costs and cut 13,000 jobs is very real, The
Associated Press noted. He said he has given the team a target to
have that done by the end of the year.  While the CEO recognized
that it is an aggressive target, he insisted that "there's no
reason why we can't do it."

"It's really about being able to tailor what airplanes we're
flying to what markets and there's a lot of revenue there," the
CEO said.  Adding that with capitalization on the joint business
agreements and flexibility in code-sharing would result to a lot
of revenue, according to the CEO.

In other restructuring updates, Mr. Horton said American will
likely undertake some refinements and trimming to its flight
schedule at O'Hare International Airport the next few months but
cutbacks will be very modest because airline officials consider
the airport one of its hubs for expansion, Chicago Tribune
relayed.  The plan here will be growth, not to shrink," Mr.
Horton stated.

                      About American Airlines

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

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

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

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

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

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

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

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


AMPAL-AMERICAN: Kesselman & Kesselman Raises Going Concern Doubt
----------------------------------------------------------------
Ampal-American Israel Corporation filed its annual report on Form
10-K for the fiscal year ended Dec. 31, 2011.

Kesselman & Kesselman, in Tel-Aviv, Israel, expressed substantial
doubt about Ampal-American Israel's ability to continue as a going
concern.  The independent auditors noted that the Ampal does not
have sufficient cash and other resources to serve its debt and
finance its ongoing operations.

The Company reported a net loss of $117.04 million on
$575.34 million of revenues for 2011, compared with a net loss of
$51.35 million on $504.96 million of revenues for 2010.

The Company's balance sheet at Dec. 31, 2011, showed
$846.61 million in total assets, $796.64 million in total
liabilities, $604,000 of redeemable noncontrolling interest, and
stockholders' equity of $49.36 million.

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

                       http://is.gd/jTl2SM

New York, N.Y.-based Ampal-American Israel Corporation was founded
in 1942.  The Company primarily acquires interests in businesses
located in the State of Israel or that are Israel-related.
Ampal's investment focus is principally on companies or ventures
where Ampal can exercise significant influence, on its own or with
investment partners, and use its management experience to enhance
those investments.  In determining whether to acquire an interest
in a specific company, Ampal considers quality of management,
potential return on investment, growth potential, projected cash
flow, investment size and financing, and reputable investment
partners.


ANDERSON NEWS: 2nd Circ. Revives Publisher Antitrust Suit
---------------------------------------------------------
Richard Vanderford at Bankruptcy Law360 reports that magazine
publishers including Time Inc. must face Anderson News LLC's suit
claiming they hatched an illegal plan to drive the company out of
business, the Second Circuit said April 3, ruling that plausible
antitrust claims are good enough.

Law360 relates that a unanimous three-judge panel said a federal
district court judge made an error when he dismissed Anderson's
case after ruling that the publishers' arguments that they were
acting independently were more plausible than Anderson's claim of
a conspiracy against it.

Anderson News LLC is a sales and marketing company for books and
magazines.  Anderson News ceased doing business in February 2009,
and was the subject of an involuntary bankruptcy filing (Bankr. D.
Del. 09-_____) on March 2, 2009, on which an order for relief was
entered on Dec. 30, 2009.  The publishing companies claimed that
Anderson News owes them a combined $37.5 million.  Anderson News
converted the case to a voluntary chapter 11 case on the same day.


ANTERO RESOURCES: S&P Raises Senior Unsecured Debt Ratings to 'B+'
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its senior unsecured
debt ratings on Antero Resources Finance Corp.'s senior unsecured
notes to 'B+' (the same as the corporate credit rating) from 'B'.
"We simultaneously revised the recovery rating on the senior
unsecured debt to '4', indicating our expectation of average (30%
to 50%) recovery in the event of a payment default, from '5'," S&P
said.

"The issue and recovery ratings are based on the rating on
exploration and production company Antero Resources LLC
(B+/Stable/--), which guarantees the proposed notes on a senior
unsecured basis," S&P said.

"The revised recovery rating reflects changes to Antero's reserve
values following a company-provided PV-10 report using year-end
2011 reserve values at our stressed price assumptions of $45 per
barrel of West Texas Intermediate crude oil and $4.00 per million
BTU of Henry Hub natural gas," S&P said.

"The corporate credit rating on Antero Resources LLC reflects the
volatility of the exploration and production industry, the high
proved undeveloped content and significant costs associated with
the company's development of its midsize proved reserve base, and
its focus on natural gas reserves and production," S&P said.

"The ratings also encompass the company's good cash operating
costs and finding and development costs, solid reserve
replacement, and Antero's favorable hedges, with fair value of
more than $700 million as of Dec. 31, 2011, to buffer otherwise
weak natural gas prices in the near to intermediate term," S&P
said.

RATINGS LIST
Antero Resources Finance Corp.
Corporate credit rating       B+/Stable/--

Upgraded; Recovery Rating Revised
                              To            From
Senior unsecured notes*      B+            B
  Recovery Rating             4             5
   *Guaranteed by Antero Resources LLC


APTALIS PHARMA: S&P Lowers Senior Secured Debt Rating to 'B+'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its issue-level rating
on New Jersey-based specialty pharmaceutical company Aptalis
Pharma Inc.'s term loan facility to 'B+' from 'BB-' and revised
its recovery rating on the facility to '3' from '2'. A '3'
recovery rating indicates S&P's expectations of a meaningful
recovery (50%-70%) for debt holders in the event of a default.

"This rating action follows the company's announcement that it is
expanding its senior secured term loan by US$200 million, the
proceeds of which will be used to refinance Aptalis' existing
12.75% senior unsecured notes," said Standard & Poor's credit
analyst Arthur Wong.

"At the same time, Standard & Poor's assigned its 'B+' issue-level
rating, and '3' recovery rating, to the company's proposed
incremental $200 million senior secured term loan B. In addition,
Standard & Poor's affirmed its 'B+' long-term corporate credit
rating on Aptalis. The outlook is stable," S&P said.

"The ratings on Aptalis reflect what Standard & Poor's sees as the
company's weak business risk profile, aggressive financial risk
profile, and adequate liquidity. The company is susceptible to
competition and regulatory changes in its narrow focus on
gastroenterology and cystic fibrosis treatments and the need to
efficiently integrate its recent acquisitions. These risks are
somewhat offset by its relatively diverse product portfolio.
Aptalis maintains an aggressive financial risk profile,
highlighted by its heavy debt burden, following the company's
mainly debt-financed acquisition of Eurand N.V. in early 2011,"
S&P said.

"Aptalis specializes in the treatment of gastrointestinal (GI)
diseases and disorders, including pancreatic enzyme deficiencies,
cholestatic liver diseases, and inflammatory bowel disease. The
company focuses on niche opportunities in the GI market, where
competition from much larger pharmaceutical companies is limited,
enabling Aptalis to build a leading market share with its small,
but highly trained, specialty sales force," S&P said.

"The stable outlook on Aptalis reflects our belief that the
continued integration of Eurand will go smoothly and that realized
cost savings, growing Zenpep sales, and continued steady sales of
the company's core portfolio will enable Aptalis to generate
increasing free cash flows and allow it to steadily reduce debt
over time. An upgrade in the near term seems unlikely, given the
decidedly aggressive financial risk profile of sponsor-owned
Aptalis following the Eurand acquisition. We project that adjusted
debt leverage will fall to the 5x area by end of 2012. We have not
projected any major acquisitions in the next year and believe
Aptalis will rely on in-licensing deals to further expand its
portfolio and product pipeline. We could lower our ratings if the
company encounters setbacks in the PEP market, suffers an
unexpected sales decline in its core portfolio, or adopts more
aggressive financial policies, such as additional large debt-
financed acquisitions or sizable dividends, resulting in sustained
leverage above 5.5x," S&P said.


AZURE DYNAMICS: TRO Hearing Today in Detroit
--------------------------------------------
The U.S. Bankruptcy Court in Detroit will convene a hearing today
on the request for a temporary restraining order in the Chapter 15
bankruptcy case of Azure Dynamics Incorporated.  The hearing is
slated for April 9, 2012, at 9:30 a.m. Courtroom 1042, U.S.
Courthouse, 231 W. Lafayette.

                     About Azure Dynamics Corp.

Azure Dynamics Corporation and its affiliates filed a petition in
the Supreme Court of British Columbia for an initial order under
the Companies' Creditors Arrangement Act on March 26, 2012.  Kevin
B. Brennan at Ernst & Young, Inc., was appointed as the CCAA
monitor.

On the same day, the monitor commenced bankruptcy cases under
Chapter 15 of the U.S. Bankruptcy Code for Azure Dynamics
Incorporated aka Azure Dynamics U.S. Inc.; Azure Dynamics Corp.;
Azure Dynamics Inc.; and Azure Dynamics Limited (Bankr. E.D. Mich.
Case Nos. 12-47496, 12-47498, 12-47501 and 12-47502), seeking
recognition of the CCAA proceedings.  The cases are jointly
administered.

Azure -- http://www.azuredynamics.com/-- considered itself a
world leader in the development and production of hybrid electric
and electric components and powertrain systems for light and
medium duty commercial vehicles.  Azure targets the commercial
delivery vehicle and shuttle bus markets and is currently working
internationally with a variety of partners and customers.  The
Company is committed to providing customers and partners with
innovative, cost-efficient, and environmentally-friendly energy
management solutions.

As of Dec. 31, 2011, the Azure Group had total, consolidated
assets with a net book value of $42.475 million, comprising
current assets of $31.18 million and non-current assets of
$11.30 million.  As at Dec. 31, 2011, the Azure Group had total,
consolidated liabilities of $29.20 million, comprising current
liabilities of $20.6 million and non-current liabilities of
$8.58 million.

Judge Walter Shapero oversees the cases.  Lawyers at Pepper
Hamilton LLP represent the Chapter 15 petitioner.


BAKERSFIELD GROVE: Files Schedules of Assets and Liabilities
------------------------------------------------------------
Bakersfield Grove Limited, LLC, has filed the U.S. Bankruptcy
Court for the Central District of California its schedules of
assets and liabilities, disclosing:

    Name of Schedule              Assets         Liabilities
    ----------------            -----------      -----------
A. Real Property               $14,500,000
B. Personal Property            $2,857,665
C. Property Claimed as
    Exempt
D. Creditors Holding
    Secured Claims                               $19,935,861
E. Creditors Holding
    Unsecured Priority
    Claims                                                $0
F. Creditors Holding
    Unsecured Non-priority
    Claims                                        $749,872
                               ------------       ----------
       TOTAL                    $17,357,665      $20,685,732

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

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

                  About Bakersfield Grove Limited

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

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


BAKERSFIELD GROVE: Sec. 341(a) Meeting to Continue on April 23
--------------------------------------------------------------
Bakersfield Grove Limited, LLC's meeting of creditors, scheduled
to take place on April 19, 2012, has been continued and will take
place on April 23,2012, at 9:30 a.m. at RM 1-159, 411 W Fourth
Street, in Santa Ana, California.

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

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

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

                  About Bakersfield Grove Limited

Brea, California-based Bakersfield Grove Limited, LLC, filed a
bare-bones Chapter 11 petition (Bankr. C.D. Calif. Case No.
12-13157) on March 12, 2012.  The Debtor, a Single Asset Real
Estate as defined in 11 U.S.C. Sec. 101(51B), listed $17,357,665
in total assets and $20,685,732 in total liabilities in its
schedules.  The Debtor has properties located at Panama Lane, in
Bakersfield, California.

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


BANK OF THE CAROLINAS: Turlington Raises Going Concern Doubt
------------------------------------------------------------
Bank of the Carolinas Corporation filed its annual report on Form
10-K for the fiscal year ended Dec. 31, 2011.

Turlington and Company, LLP, in Lexington, North Carolina,
expressed substantial doubt about Bank of the Carolinas' ability
to continue as a going concern.  The independent auditors noted
that the Company has suffered recurring credit losses that have
eroded certain regulatory capital ratios.  "As of Dec. 31, 2011,
the Company is considered undercapitalized based on their
regulatory capital level."

The Company reported a net loss of $28.25 million on
$13.59 million of net interest income (before provision for loan
losses) in 2011, compared with a net loss of $2.66 million on
$16.43 million of net interest income (before provision for loan
losses) in 2010.  Total non-interest income was $1.24 million for
2011, as compared to $2.04 million for 2010.

The Company's balance sheet at Dec. 31, 2011, showed
$485.97 million in total assets, $471.93 million in total
liabilities, and stockholders' equity of $14.03 million.

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

                       http://is.gd/3LPrhT

Mocksville, North Carolina-based Bank of the Carolinas Corporation
was formed in 2006 to serve as a holding company for Bank of the
Carolinas.  The Bank's primary market area is in the Piedmont
region of North Carolina.


BANKATLANTIC BANCORP: Majority Shareholder OKs BB&T Purchase Pact
-----------------------------------------------------------------
BFC Financial Corporation, the owner of 8,133,353 shares of Class
A Common Stock and all 195,045 outstanding shares of Class B
Common Stock of BankAtlantic Bancorp, Inc., which represent in the
aggregate approximately 75% of the total voting power of the
Company's common stock, entered into a Support Agreement with BB&T
Corporation pursuant to which BFC agreed to approve, with respect
to all of its shares of the Company's common stock, the previously
announced Stock Purchase Agreement between the Company and BB&T
and the transactions contemplated thereby, including the sale of
BankAtlantic to BB&T.

As contemplated by the Support Agreement, on April 6, 2012, BFC
executed and delivered to the Company an action by written consent
without a shareholder meeting approving:

   (i) the Purchase Agreement and the Transaction;

  (ii) an amendment to the Company's Restated Articles of
       Incorporation, as amended, to change the Company's name to
      "BBX Capital Corporation"; and

(iii) on a non-binding advisory basis, the compensation payable
       to the Company's "named executive officers" in connection
       with the Transaction.

The Written Consent also authorized the Company's Board of
Directors to amend the Purchase Agreement, including, to the
extent permitted under Florida law, amendments subsequent to the
date of the Written Consent.

                    About BankAtlantic Bancorp

BankAtlantic Bancorp (NYSE: BBX) --
http://www.BankAtlanticBancorp.com/-- is a bank holding company
and the parent company of BankAtlantic.  BankAtlantic --
"Florida's Most Convenient Bank" with a Web presence at
http://www.BankAtlantic.com/-- has nearly $6.0 billion in assets
and more than 100 stores, and is one of the largest financial
institutions headquartered junior in Florida.  BankAtlantic has
been serving communities throughout Florida since 1952 and
currently operates more than 250 conveniently located ATMs.

BankAtlantic reported a net loss of $28.74 million in 2011, a net
loss of $143.25 million in 2010, and a net loss of $185.82
million in 2009.

The Company's balance sheet at Dec. 31, 2011, showed $3.67 billion
in total assets, $3.69 billion in total liabilities and a $16.92
million total deficit.

                           *     *     *

As reported by the TCR on March 1, 2011, Fitch has affirmed its
current Issuer Default Ratings for BankAtlantic Bancorp and its
main subsidiary, BankAtlantic FSB at 'CC'/'C' following the
announcement regarding the regulatory order with the Office of
Thrift Supervision.

BankAtlantic has announced that it has entered into a Cease and
Desist Order with the OTS at both the bank and holding company
level.  The regulatory order includes increased regulatory capital
requirements, limits to the size of the balance sheet, no new
commercial real estate lending and improvements to its credit risk
and administration areas.  Further, the holding company must also
submit a capital plan to maintain and enhance its capital
position.


BERNARD L. MADOFF: Hundreds Want Suits Out Of Bankruptcy Court
--------------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that hundreds of parties
sought April 2 to have clawback suits filed by the trustee
liquidating Bernard Madoff's brokerage removed to a federal
district court, saying a New York bankruptcy court is not the
proper forum.

Law360 relates that trustee Irving H. Picard filed the suits
seeking the return of transfers from companies such as Wichita,
Kan.-based Koch Industries, saying the funds were fraudulent
transfers from Bernard L. Madoff Investment Securities LLC.  The
suit seeks repayment of the funds plus interest.

                        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.


BERWIND REALTY: Files for Chapter 11 in Puerto Rico
---------------------------------------------------
Berwind Realty, LLC, filed a Chapter 11 petition (Bankr. D. P.R.
Case No. 12-02701) in Old San Juan, Puerto Rico, on April 5, 2012.

Berwind Realty, a real estate firm, estimated assets and debts of
$50 million to $100 million.

A partial schedule attached to the petition says that the Debtor
owes $52.95 million to Banco Popular De Puerto Rico on account of
mortgage loans collateralized by various commercial facilities and
real estate.  The Debtor also owes $1.91 million to Banco Bilbao
Vizcaya on account of secured mortgage loans.


BERWIND REALTY: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Berwind Realty, LLC
        P.O. Box 29166
        San Juan, PR 00926-9166

Bankruptcy Case No.: 12-02701

Chapter 11 Petition Date: April 5, 2012

Court: U.S. Bankruptcy Court
       District of Puerto Rico (Old San Juan)

About the Debtor: The Debtor is a real estate firm

Debtor's Counsel: Charles Alfred Cuprill, Esq.
                  CHARLES A CURPILL, PSC LAW OFFICES
                  356 Calle Fortaleza, Second Floor
                  San Juan, PR 00901
                  Tel: (787) 977-0515
                  E-mail: cacuprill@cuprill.com

Estimated Assets: $50 million to $100 million.

Estimated Debts: $50 million to $100 million.

The petition was signed by Saleh Yassin, president.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Banco Popular de Puerto Rico       Mortgage Loans      $52,955,219
Bankruptcy Department
GPO Box 366818
San Juan, PR 00936

Kim-Sam PR Retail LLC              Land Lease Arrears     $227,328
P.O. Box 6203
Hicksville, NY 11802-6203

Star Wireless                      Note Payable           $110,010
Avenye Jesus T. Pinero, #276
San Juan, PR 00927

L.M. Services y/o Victor Baez      Maintenance Costs       $84,000

Puerto Rico Barceloneta LLC        Land Lease Arrears      $56,288

Imperial Credit Corp.              Insurance Financing     $40,881
(IPFS Corp.)                       Agreement

Perfect Security Corp.             Security Services       $19,567

Hilario Plumbing                   Plumbing Services       $13,000

Scherrer Hernandez & Co.           Accounting and          $11,070
                                   Auditing Services

PR Electric Power (PREPA)          Electric Power          $10,990
                                   Services

Qui¤ones & Arbona Law Offices      Legal Services          $10,363

Carmen Arana Martir                Architectural Work       $8,500

Jaca & Sierra Testing Lab.         Soil Testing             $7,388

Silk Roma Dress                    Lease Deposit            $6,493

Berlitz PR                         Lease Deposit            $5,974

Andres Reyes Burbos                Waste Disposal           $3,210
                                   Services

Municipio de Guaynabo              Municipal Taxes          $2,828

Ithamar Castro                     Lease Deposit            $2,665

ZZ Maintenance Service, Corp.      Maintenance Costs        $2,400

Municipio de Carolina              Municipal Taxes          $2,149


BINGO.COM LTD: Davidson & Company Raises Going Concern Doubt
------------------------------------------------------------
Bingo.com, Ltd., filed on March 30, 2012, filed its annual report
on Form 10-K for the fiscal year ended Dec. 31, 2011.

Davidson & Company LLP, in Vancouver, Canada, expressed
substantial doubt Bingo.com's ability to continue as a going
concern.  The independent auditors noted that the Company
generated negative cash flows from operating activities during the
past year, and has an accumulated deficit of $15,019,589 for the
year ended Dec. 31, 2011.

The Company reported a net loss of $689,016 on $1.42 million of
revenue for 2011, compared with a net loss of $878,972 on
$1.82 million of revenue for 2010.

The Company's balance sheet at Dec. 31, 2011, showed $3.34 million
in total assets, $96,291 in total current liabilities, and
stockholders' equity of $3.24 million.

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

                       http://is.gd/J3ldJF

Based in The Valley, Anguilla, B.W.I., Bingo.com, Ltd. is in the
business of owning and marketing a bingo based entertainment
website that provides a variety of Internet games plus other forms
of entertainment, including an online community, chat rooms, and
more.


BRAND ENERGY: Moody's Changes Rating Outlook to Negative
--------------------------------------------------------
Moody's Investors Service changed Brand Energy & Infrastructure
Services, Inc.'s rating outlook to negative from stable, since
Moody's views the company's financial policies toward its
liquidity profile are becoming aggressive. Also, operating
performance is below expectations resulting in weak credit
metrics. In a related rating action, Moody's affirmed the
company's B3 Corporate Family and Probability of Default Ratings.

The following ratings/assessments were affected by this action:

Corporate Family Rating affirmed at B3;

Probability of Default Rating affirmed at B3;

$125.0 million Sr. Sec. Revolving Credit Facility due 2013
affirmed at B2 (LGD3, 35%);

$25.0 million Sr. Sec. Letter of Credit Facility due 2014
affirmed at B2 (LGD3, 35%);

$687.9 million 1st Lien Sr. Sec. Term Loan due 2014 affirmed at
B2 (LGD3, 35%); and,

$375.0 million 2nd Lien Sr. Sec. Term Loan due 2015 affirmed at
Caa2 (LGD5, 87%).

Ratings Rationale

The change in Brand's rating outlook to negative from stable
incorporates Moody's view that the company's financial policies
regarding its liquidity profile are becoming aggressive. Since
Brand has yet to extend its revolving credit facility maturing
February 2013, Moody's no longer consider the revolver
availability as a source of liquidity since it matures within the
year. Also, its First Lien Sr. Sec. Term Loan totaling $687.9
million becomes a current liability effective February 2013. Brand
will not generate sufficient free cash flow nor have the cash on
hand to completely repay this term loan when it becomes a current
liability, further stressing the company's liquidity.

Also, Brand's debt leverage will remain weak over the intermediate
term. Its operating margins are under pressure due to customer
turnover, some pricing pressures, and the company's inability to
replicate large one-time sales from previous years. Moody's
believes that the company's debt-to-EBITDA will remain around 7.25
times, incorporating Moody's standard adjustments, which is in
line with that of lower rated companies.

Brand's B3 Corporate Family Rating is supported by its solid
market position as a leading provider of specialty services for
insulation, coating, and refractory and work access equipment. The
petrochemical and oil refinery end markets, the main drivers of
Brand's revenues, are improving and Brand is well positioned to
benefit from new customers as demand continues to grow.

A downgrade is possible if Brand's financial performance
deteriorates further. Debt-to-EBITDA remaining near 7.5 times (the
ratio incorporates Moody's standard adjustments) could pressure
the ratings. Brand's failure to extend its maturity profile over
the near term could result in a downgrade as well.

Stabilization of the ratings is unlikely until Brand addresses its
capital structure by substantially extending its maturity profile;
thereby, reducing the pressures on its free cash flows. Also, the
company would need to demonstrate that it can generate better
earnings. An improved liquidity profile, debt-to-EBITDA trending
towards 6.0 times, and (EBITDA-CAPEX) sustained above 1.0 times
(all ratios incorporate Moody's standard adjustments), could
result in a positive rating action.

The principal methodology used in this rating was the Global
Business & Consumer Service Industry Methodology published 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.

Brand Energy & Infrastructure Services, Inc., headquartered in
Kennesaw, GA, is the largest multi-craft specialty services
company in North America. It provides scaffolding, insulation,
coatings and other services supporting the refining, chemical and
power industries. First Reserve Corporation, through affiliated
funds, is the majority owner of Brand. Revenues for the last
twelve months through September 30, 2011 totaled about $1.4
billion.


BRANDYWINE REALTY: S&P Gives 'BB' Rating on $100MM Preferred Stock
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' rating to the
$100 million 6.90% series E cumulative redeemable preferred stock
issued by Brandywine Realty Trust Inc. The REIT indicated that it
intends to use net proceeds from the offering for working capital,
capital expenditures, or other general corporate purposes, which
may include acquisitions, real estate development activities,
redemption of outstanding preferred shares, and repurchases or
redemption of debt.

"Standard & Poor's ratings on Radnor, Pa.-based Brandywine Realty
Trust Inc. and its operating partnership, Brandywine Operating
Partnership L.P. (together, Brandywine), acknowledge this mid-
Atlantic REIT's 'fair' business risk profile, which is supported
by a core portfolio of well-occupied, institutional-quality office
assets located primarily in Philadelphia and the surrounding
suburban markets. Good property management and leasing
competencies, which help the company outperform other property
owners in most of its markets, also support Brandywine's business
risk profile. However, same-store property performance has been
weak over the past 18 months because of tenant move-outs and
consolidations, as well as because of limited demand for office
space due to weak economic conditions, particularly in
Brandywine's New Jersey/Delaware markets," S&P said.

"Adequate liquidity and capital-raising activities over the past
two years have bolstered Brandywine's 'intermediate' financial
risk profile, enabling the REIT to reduce leverage through bond
tenders and open market purchases of debt, which it has financed
predominantly with equity and asset sale proceeds. Brandywine's
recently completed $1.2 billion of bank financing largely
addresses 2012 and 2013 debt maturities and reduces the REIT's
exposure to floating-rate debt. It also provides additional
certainty regarding the company's fixed charges over the next few
years," S&P said.

"Our outlook on Brandywine is stable. We expect the operating
performance of Brandywine's core portfolio to gradually improve
over the next year as the REIT continues to gain market share from
smaller, less well-capitalized landlords in its core markets.
However, improvement in key credit metrics is likely to be slow
because we believe rental rates in Brandywine's core markets will
remain under pressure. Furthermore, we assume acquisition activity
will be very modest ($50 million to $75 million) over the next two
years (funded primarily through assets sales and equity), as
Brandywine continues to focus on leasing its existing portfolio
and strengthening its balance sheet. Under this scenario, we
assume debt service and fixed-charge coverage (FCC) measures
slowly improve to about 2.3x and 2.2x, respectively, up from 2.1x
and 2.0x at Dec. 31, 2011," S&P said.

"We believe Brandywine's current liquidity, boosted by the REIT's
recent bank financing, its continuous equity program, and asset
sale proceeds, is adequate to meet obligations over the next 12 to
18 months. However, we would lower our ratings if coverage
measures deteriorate materially below current levels, perhaps due
to more severe-than-expected tenant stress, and/or if the company
were to embark on a largely debt-financed external growth
strategy. Despite Brandywine's deleveraging activity, the
company's debt service coverage measures remain somewhat weak, and
operating headwinds currently limit the potential for an upgrade
over the next 12 to 18 months. However, if improved fundamentals
in Brandywine's core markets result in better-than-expected rent
growth and occupancy, and if FCC were to approach the mid-2x area,
we could raise the corporate credit rating to 'BBB'," S&P said.

Ratings List

Brandywine Realty Trust Inc./Brandywine Operating Partnership L.P.
Corporate credit rating                 BBB-/Stable

New Rating
Brandywine Realty Trust Inc.
$100 million 6.90% series E
  Cumulative redeemable preferred stock  BB


CAMCO FINANCIAL: Reports $214,000 Net Income in 2011
----------------------------------------------------
Camco Financial Corporation 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, audited the Company's
financial statements for 2011.  The independent auditors said that
the Corporation's bank subsidiary is not in compliance with
revised minimum regulatory capital requirements under a formal
regulatory agreement with the banking regulators.

The Company reported net income of $214,000 on $25.86 million of
net interest income (before provision for loan losses) in 2011,
compared with a net loss of $14.56 million on $26.38 million of
net interest income (before provision for loan losses) in 2010.

The Corporation's balance sheet at Dec. 31, 2011, showed
$767.02 million in total assets, $721.41 million in total
liabilities, and stockholders' equity of $45.61 million.  

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

                       http://is.gd/JOjCvo

Located in Cambridge, Ohio, Camco Financial Corporation is a bank
holding company that was organized under Delaware law in 1970.
Camco is engaged in the financial services business in Ohio,
Kentucky and West Virginia, through its wholly-owned subsidiary,
Advantage Bank, an Ohio bank ("Advantage" or the "Bank").  On
March 31, 2011, Camco divested activities related to Camco Title
Agency and decertified as a financial holding company.  Camco
remains a bank holding company and continues to be regulated by
the Federal Reserve Board ("FRB").

Advantage is primarily regulated by the State of Ohio Department
of Commerce, Division of Financial Institutions (the "Division"),
and the Federal Deposit Insurance Corporation (the "FDIC").
Advantage is a member of the Federal Home Loan Bank (the "FHLB")
of Cincinnati, and its deposit accounts are insured up to
applicable limits by the Deposit Insurance Fund (the "DIF")
administered by the FDIC.


CAMTECH PRECISION: Avstar Wants May 4 Solicitation Period Deadline
------------------------------------------------------------------
Avstar Fuel Systems, Inc., has filed with the U.S. Bankruptcy
Court for the Southern District of Florida an amended motion to
extend the exclusive period to solicit acceptances of a
reorganization plan.

As reported by the Troubled Company Reporter on Feb. 15, 2012,
Avstar's exclusive right to solicit acceptances of its filed plan
of reorganization is extended through and including March 5, 2012.
Avstar sought an extension of its exclusive plan solicitation
period to allow the claim of Marvel Schebler Aircraft Carburetors
LLC to be estimated.  MSA filed a motion to estimate claim for
voting purposes in August 2011.

Avstar seeks the entry of an order from the Court extending the
solicitation period for a period of 60 days, through and
including, May 4, 2012.

Avstar's resources have been spent negotiating consensual plan
treatment for Avstar's plan of reorganization.  As a result of its
efforts, Avstar was able to reach an agreement with Regions Bank
and filed its Plan of Reorganization on July 5, 2011.  Currently,
Avstar is in the process of preparing an amended disclosure
statement.

Avstar seeks an extension of the time period to exclusively
solicit acceptances of its plan of reorganization to permit MSA's
claim to be estimated and to give Avstar the opportunity to have
its plan confirmed.

Bradley S. Shraiberg, Esq., at Shraiberg, Ferrara & Landau, P.A.,
the attorney for the Debtor, says, "Avstar is making all required
post-petition payments and effectively managing its finances.  By
maintaining sufficient resources to meet required postpetition
payment obligations, Avstar is attempting to maximize recoveries
for the benefit of creditors."

Mr. Shraiberg assures the Court that the request for extension is
reasonable given the Debtors' progress to date and the current
posture of these cases.  Avstar needs additional time to resolve
contingencies and negotiate with its creditors, Mr. Shraiberg
says.  The Debtors have responded to the operational and
administrative demands for this case and have worked diligently to
advance Chapter 11 plans.

                    About Camtech Precision

Avstar, 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 Fuel Systems, Inc., 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.


CAMTECH PRECISION: R&J's Plan Filing Period Extended to April 13
----------------------------------------------------------------
The Hon. Paul G. Hyman of the U.S. Bankruptcy Court for the
Southern District of Florida has extended, at the behest of R&J
National Enterprises, Inc., the Debtor's exclusive right to file a
plan of reorganization through and including April 13, 2012.  The
Court also granted the Debtor's request to extend the exclusive
right to solicit acceptances to a filed plan of reorganization
through and including June 15, 2012.

                      About Camtech Precision

Avstar, 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 Fuel Systems, Inc., 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.


CCM MERGER: Moody's Confirms Caa2 Rating on US$275MM Unsec. Notes
------------------------------------------------------------------
Moody's Investors Service raised CCM Merger, Inc.'s Corporate
Family and Probability of Default ratings to B3 from Caa1. The
company's senior secured bank loan rating was also upgraded, to B2
from B3. A stable rating outlook was assigned. At the same time,
the Caa2 rating on the CCM's $275 million senior unsecured notes
due 2019 was confirmed. This rating was assigned on
March 12, 2012 as part of a refinancing transaction that recently
closed, and was based on the assumption that when it closed,
Moody's would raise CCM's Corporate Family Rating to B3 from Caa1.

The upgrade of CCM's Corporate Family Rating to B3 considers the
closing of a refinancing transaction that extended the company's
nearest term scheduled debt maturity four years, from 2013 to 2017
when the company's term loan comes due. In Moody's opinion, the
completion of this refinancing provides CCM with enough financial
flexibility to support this higher rating.

This rating action completes the review process that was initiated
on March 12, 2012 following CCM's announcement that it would
pursue a debt refinancing designed to extend its debt maturity
profile.

Ratings upgraded:

Corporate Family Rating to B3 from Caa1

Probability of Default Rating to B3 from Caa1

$20 million secured revolver expiring 2016 to B2 (LGD 3, 33%)
from B3 (LGD 3, 34%)

$590.4 million term loan due 2017 to B2 (LGD 3, 33%) from B3
(LGD 3, 34%)

Rating confirmed:

$275 million senior unsecured notes due 2019 at Caa2 (LGD 5,
87%)

Rating withdrawn:

$269.5 million 8% senior unsecured notes due 2013 at Caa3
(LGD 5, 87%)

Ratings Rationale

CCM's B3 Corporate Family Rating considers the company's small,
undiversified operations -- all of the company's cash flow is
derived from one casino facility -- and high leverage. Debt/EBITDA
for the 12-month period ended December 31, 2012 was about 6.7
times, a level Moody's considers level high given CCM's single
asset profile.

Positive rating consideration is given to CCM's good liquidity
which is characterized by positive free cash flow and a relaxed
debt maturity profile. Also considered are the favorable
characteristics of the Detroit, Michigan gaming market, including
significant population density as measured by adults per gaming
position, and casino participation rates are high. Additionally,
state law allows only three casinos in the city providing a
significant barrier to entry for new competitors.

The stable rating outlook considers Moody's view that CCM will
apply some or all of its free cash flow towards debt reduction and
that it will reduce debt/EBITDA towards 6.0 times by the end of
fiscal 2013. The stable rating outlook also considers Moody's
expectation that there will be a small amount of cannibalization
from Penn National Gaming, Inc.'s (Ba2, positive) casino in
Toledo, Ohio once it opens. Additionally, while the legalization
of additional casinos in Detroit always possible, Moody's does not
believe it is likely to occur in the foreseeable future.

Ratings could be raised if the company is able reduce its
debt/EBITDA to 5.5 times or below, and maintain a good liquidity
profile. Ratings could be lowered if it appears CCM will not be
able to achieve and maintain its debt/EBITDA below 6.5 times for
any reason.

The principal methodology used in rating CCM Merger Inc 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.

CCM Merger Inc., owned by Mrs. Marian Illitch, is a holding
company whose operating subsidiary, Detroit Entertainment L.L.C.
owns and operates the MotorCity Casino Hotel in Detroit, Michigan
--- one of only three commercial casinos that are allowed to
operate in Detroit, Michigan. The company generates approximately
$490 million of annual net revenue.


CCM MERGER: S&P Gives 'CCC+' Rating on $275M Sr. Unsecured Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+' issue-level
rating (two notches lower than its 'B' corporate credit rating) to
Detroit, Mich.-based CCM Merger Inc.'s $275 million senior
unsecured notes due 2019. "We also assigned our recovery rating of
'6', indicating our expectation of negligible (0 to 10%) recovery
for lenders in the event of a payment default. CCM used the
proceeds from the proposed issuance to repay its senior unsecured
notes due August 2013. Our 'B' corporate credit rating on CCM
remains unchanged. The rating outlook is stable," S&P said.

"Our corporate credit rating on CCM Merger Inc. reflects our
assessment of the company's financial risk profile as 'highly
leveraged' and its business risk profile as 'weak' according to
our criteria," said Standard & Poor's credit analyst Michael
Halchak.

"CCM owns and operates the Motorcity Casino Hotel in downtown
Detroit. Our assessment of CCM's financial risk profile as highly
leveraged reflects its high debt leverage, but we expect the
leverage profile to gradually improve. CCM's business risk profile
is weak, based on its narrow business focus as an operator of a
single casino property in a highly competitive market, and the
persistent, challenging economic conditions in that market. Its
relatively stable operating performance over the economic cycle--
and ability to maintain a sizable market share--somewhat temper
these factors," S&P said.

"Our stable rating outlook on CCM Merger reflects our expectation
that CCM will continue generating relatively stable cash flow,
allowing moderate deleveraging over the intermediate term. Despite
our expectation for a low-single-digit percentage decline in
EBITDA in 2012, we believe credit measures will improve over the
longer term from modest growth in EBITDA, scheduled term-loan
amortization, and the 75% excess cash flow sweep provision under
the credit facility," S&P said.

"We could consider an upgrade if we believe performance
improvements would drive leverage below 6x within the subsequent
12 months. Under our current forecast, we expect leverage to
remain above 6x through 2013. Downside rating pressure could
result from meaningful underperformance to the point where a
covenant violation becomes likely, or if we believe interest
coverage could fall below 1.5x," S&P said.


CENTRAL VIRGINIA: Reports $778,000 Net Income in 2011
-----------------------------------------------------
Central Virginia Bankshares, Inc., filed on March 30, 2012, its
annual report on Form 10-K for the fiscal year ended Dec. 31,
2011.

The Company reported net income of $778,000 on $10.67 million of
net interest income (before provision for loan losses) for 2011,
compared with a net loss of $15.25 million on $12.21 million of
net interest income (before provision for loan losses) for 2010.
Total non-interest income was $4.75 million in 2011, compared with
$4.73 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed
$395.35 million in total assets, $382.79 million in total
liabilities, and stockholders' equity of $12.56 million.

Over the past four years, the Company's capital position has been
negatively impacted by deteriorating economic conditions that in
turn has caused losses in its investment and loan portfolios.  As
a result of a 2009 examination by the Virginia Bureau of Financial
Institutions and the Federal Reserve Bank of Richmond, the Company
entered into a written agreement with the Bureau of Financial
Institutions and the Federal Reserve.

The Company has complied with the requirements of the written
agreement, including submitting plans to significantly exceed the
capital level required to be classified as "well capitalized",
improve corporate governance, strengthen board oversight of
management and operations, strengthen credit risk management and
administration, and improve asset quality.

The Company continues to address the requirements of the written
agreement, and with the exception of completing a capital raise,
the Company is substantially in compliance with a majority of the
requirements of the written agreement.

As of Dec. 31, 2011, the most recent notification from the Federal
Reserve Bank categorized the Bank as adequately capitalized under
the regulatory framework for prompt corrective action.

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

                       http://is.gd/Pfsdr3

Powhatan, Virginia-based Central Virginia Bankshares, Inc., was
incorporated as a Virginia corporation on March 7, 1986, solely to
acquire all of the issued and outstanding shares of Central
Virginia Bank (the "Bank").  The Bank was incorporated on June 1,
1972, under the laws of the Commonwealth of Virginia and, since
opening for business on Sept, 17, 1973, its main and
administrative office had been located on U.S. Route 60 at Flat
Rock, in Powhatan County, Virginia.  In May 1996, the
administrative offices were relocated to the Corporate Center in
the Powhatan Commercial Center on New Dorset Road located off
Route 60 less than one mile from the main office.  In June 2005,
the original main office was closed and relocated nine-tenths of a
mile east, to the then just completed new main office building.

The Company's primary service areas are Powhatan and Cumberland
Counties, western Chesterfield and western Henrico Counties.


CG JCF: S&P Raises Issuer Credit Rating to 'B+'; Outlook Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its issuer credit rating
on C.G. JCF Corp. (Crump Insurance Group) to 'B+' from 'B'. The
outlook is stable. Standard & Poor's subsequently withdrew its
rating at the company's request. It also withdrew the 'B' bank
loan rating and '4' recovery rating on C.G. JCF Corp.'s senior
secured term loan B of $515 million and revolving credit facility
of $40 million after it was paid down on April 2, 2012.

"Crump completed the sale of its life insurance and property and
casualty insurance divisions to BB&T Corp. (A-/Stable/A-2) on
April 3, 2012, for $570 million in cash. The company will use the
proceeds to pay down Crump's bank loan, which had $230 million
outstanding as of year-end 2011. Crump's retirement service
division, Ascensus, will continue business as usual after this
transaction," S&P said.

"The upgrade reflected Crump's improved financial profile given
that currently there is no debt on the company's balance sheet and
assuming no new debt will be added over the near term," said
Standard & Poor's credit analyst Jieqiu Fan.

"The outlook is stable, reflecting Ascensus' stable cash flow
generation capabilities, good margins on the retirement service
business, and, more importantly, our assumption the company will
not take out new debt over the next 12 months," S&P said.


CHINA SHENGHUO: Marcum Bernstein Raises Going Concern Doubt
-----------------------------------------------------------
China Shenghuo Pharmaceutical Holdings, Inc., filed on March 30,
2012, filed its annual report on Form 10-K for the fiscal year
ended Dec. 31, 2011.

Marcum Bernstein & Pinchuk LLP, in New York, N.Y., expressed
substantial doubt China Shenghuo's ability to continue as a going
concern.  The independent auditors noted that the Company has a
significant working capital deficiency.

The Company reported net income $131,707 on $44.16 million of
sales for 2011, compared with net income of $1.28 million on
$32.70 million of sales for 2010.

The Company's balance sheet at Dec. 31, 2011, showed
$58.31 million in total assets, $52.80 million in total
liabilities, and stockholders' equity of $5.51 million.

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

                       http://is.gd/ifbJrq

Located in Kunming National Economy & Technology Developing
District, China, China Shenghuo Pharmaceutical Holdings, Inc., was
incorporated in the State of Delaware on May 24, 2005.  The
Company is primarily engaged in the research, development,
manufacture, and marketing of pharmaceutical, nutritional
supplement and cosmetic products.  Almost all of the Company's
products are derived from the medicinal herb Panax notoginseng,
also known as Sanqi, Sanchi or Tienchi.  Panax notoginseng is a
greyish-brown or greyish-yellow plant that only grows in a few
geographic locations on earth, one of which is Yunnan Province in
southwest China, where the Company's operations are located.  The
main root of Panax notoginseng is cylindrically shaped and is most
commonly one-to-six centimeters long and one-to-four centimeters
in diameter.  Panax notoginseng saponins (PNS), the active
ingredient in Panax notoginseng, is extracted from the plant using
high-tech equipment and in accord with Good Manufacturing Practice
("GMP") standards.  The Company's main product, Xuesaitong Soft
Capsules, accounted for approximately 84.5% of the Company's sales
for the year ended Dec. 31, 2011.




CLARE OAKS: Court Sets Plan Filing Extension Hearing for April 12
-----------------------------------------------------------------
The Hon. Pamela S. Hollis of the U.S. Bankruptcy Court for the
Northern District of Illinois has set a hearing for April 12,
2012, at 10:30 a.m., on Clare Oaks' request to extend the
exclusive periods for filing a Chapter 11 plan and obtaining
acceptances of that plan.

The Debtor is asking the Court to extend the period during which
the Debtor has the exclusive right to file a plan by approximately
90 days, through and including July 2, 2012; and to extend the
period during which the Debtor has the exclusive right to solicit
acceptances of the plan by approximately 90 days, through and
including Aug. 31, 2012.

The Debtor commenced its Chapter 11 case with the goal of
implementing a prompt sale of its assets or potentially a
restructuring of its business to maximize the value of its estate
for its stakeholders, while also ensuring that its residents
continued to receive the best possible care.  To that end, the
Debtor's postpetition financing agreement, as amended, requires
the Debtor to: (a) receive a non-binding letter of intent for the
purchase of the majority of the Debtor's assets from a potential
stalking horse bidder on or prior to Feb. 6, 2012; (b) receive a
binding letter of intent for the purchase of the majority of the
Debtor's assets from a potential stalking horse bidder on or prior
to April 6, 2012; (c) file, not later than April 23, 2012, a
motion to approve sale procedures for the majority of the Debtor's
assets; (d) conduct an auction, if applicable, not later than
June 4, 2012; and (e) close the sale of all or substantially all
of the Debtor's assets not later than July 13, 2012.

As reported by the Troubled Company Reporter on March 14, 2012,
the Court, in a final order, authorized the Debtor to obtain
postpetition financing in the form of a multiple draw term loan
made available to the Debtor in a principal amount of up to
$6 million with superpriority claims and first priority priming
liens senior to any prepetition or postpetition liens from
Senior Care Development, LLC, or its designee.

The Debtor says that since the Petition Date, it has been working
diligently to meet the milestones established by the Postpetition
Financing Order.  Because the Debtor received several letters of
intent for the purchase of substantially all of its assets, the
Debtor was able to satisfy the first milestone established by the
Postpetition Financing Order.  With respect to the second
milestone, the Debtor has been negotiating with several
prospective purchasers to obtain the best possible terms for a
binding letter of intent.

The Debtor states that notwithstanding the Debtor's efforts to
date, several milestones remain to be met under the Postpetition
Financing Order and it remains possible that one or more
prospective purchasers may desire to effectuate a sale through a
plan process.  "Even if the Debtor sells its assets pursuant to
section 363 of the Bankruptcy Code, the Debtor will still need to
implement a process for the orderly winding up and administration
of its estate.  Moreover, in part at the prepetition lenders'
request, the Debtor has been working diligently to determine the
feasibility of an affiliate or restructuring of the prepetition
indebtedness pursuant to a plan of reorganization," the Debtor
says.

The Debtor requests an extension of the exclusive filing period
and exclusive solicitation period to provide it with the maximum
flexibility to (a) effectuate a sale of its assets or
restructuring of its business and (b) develop and propose an
orderly, efficient and cost-effective resolution of its estate.

"Although the Debtor's bankruptcy case is not unusually large,
this case is somewhat complex in that the Debtor, while having a
duty to maximize value to its stakeholders, is obligated to
provide a high level of continuing care to its resident in a
highly regulated environment.  Moreover, because the Debtor does
not own the land, there are on-going negotiations with the
Debtor's landlord.  Indeed, the balancing of these obligations has
impacted many facets of the Debtor's case and is a key component
of the sale and or reorganization process," the Debtor states.  In
light of the complexity of this Chapter 11 case, the Debtor
submits that an extension of the exclusive periods is justified.

The Debtor assures the Court that it has satisfied its
postpetition obligations as they came due to date and believes
that it will have sufficient liquidity to continue to satisfy its
postpetition obligations as they come due through the remainder of
this case.

                        About Clare Oaks

Clare Oaks, an Illinois not-for-profit corporation organized under
section 501(c)(3) of the Internal Revenue Code, operates a
namesake continuing care retirement community in Bartlett,
Illinois.  Its members are the Sisters of St. Joseph of the Third
Order of St. Francis, a Roman Catholic religious institute, who
are elected and serving as the members of the Central Board of the
Congregation.  Clare Oaks is managed by CRSA/LCS Management LLC,
an affiliate of Life Care Services LLC.

Clare Oaks filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case
No. 11-48903) on Dec. 5, 2011.  Judge Pamela S. Hollis presides
over the case.  David R. Doyle, Esq., George R. Mesires, Esq., and
Patrick F. Ross, Esq., at Ungaretti & Harris LLP, in Chicago,
serve as the Debtor's counsel.  North Shores Consulting serves as
the Debtor's operations consultant.  Continuum Development
Services and Alvarez & Marsal Healthcare Industry Group LLC serve
as advisors.  Alvarez & Marsal's Paul Rundell serves as the Chief
Restructuring Officer.  Sheila King Marketing + Public Relations
serves as communications advisors.  CliftonLarsonAllen is the
Debtor's accountants.  B.C. Ziegler and Company is the Debtor's
proposed investment banker and financial advisor.  In its
petition, Clare Oaks estimated $100 million to $500 million in
assets and debts.  The petition was signed by Michael D. Hovde,
Jr., president.

Attorneys at Neal Wolf & Associates, LLC, represent the Official
Committee of Unsecured Creditors as counsel.

Wells Fargo, as master trustee and bond trustee, is represented by
Daniel S. Bleck, Esq., and Charles W. Azano, Esq., at Mintz Levin
Cohen Ferris Glovsky and Popeo PC; and Robert M. Fishman, Esq.,
and Allen J. Guon, Esq., at Shaw Gussis Fishman Glantz Wolfson &
Towbin LLC.  Sovereign Bank, the letters of credit issuer, is
represented by John R. Weiss, Esq., at Duane Morris LLP.  Senior
Care Development LLC, the DIP Lender, is represented by William S.
Fish, Jr., Esq., and Sarah M. Lombard, Esq., at Hinckley Allen &
Snyder LLP.


COLDWATER PORTFOLIO: Klein Retail Unit Files for Chapter 11
-----------------------------------------------------------
Coldwater Portfolio Partners LLC filed a Chapter 11 petition
(Bankr. N.D. Ind. Case No. 12-31182) on April 4, 2012 in its home-
town in South Bend, Indiana.

The Debtor estimated assets of $10 million to $50 million and
debts of $50 million to $100 million.

The Debtor identified in schedules attached to the petition 12
properties that are "secured by Torchlight Investors LLC."  The
properties include the Wal-Mart Shopping Center in Billings,
Montana, the Peter Pan Shopping Center in Independence, Kansas,
and the 12950 Willow Center, in Houston Texas.

Forrest B. Lammiman, Esq., at Meltzer, Purtill & Stelle LLC, in
Chicago, Illinois, represents the Debtor.

Coldwater Portfolio is a subsidiary of CPP Holdings LLC.  Kenneth
S. Klein, manager of CPP, signed the Chapter 11 petition.

A related entity, Coldwater Portfolio Partners II, LLC, owns and
operates nine shadow retail centers in the Midwest and Southern
United States.  Klein Retail Centers, Inc., is the parent of
Coldwater II.

Klein Retail last made disclosures with the Securities and
Exchange Commission on May 2011 when it said that it "is engaged
in ongoing discussions with prospective lenders and investors to
seek liquidity through potential restructuring or refinancing of
its existing credit facilities and/or issuance of debt or equity."


COLDWATER PORTFOLIO: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Coldwater Portfolio Partners LLC
          dba CPP Holdings LLC
        3697 Portage Road
        South Bend, IN 46628

Bankruptcy Case No.: 12-31182

Chapter 11 Petition Date: April 4, 2012

Court: U.S. Bankruptcy Court
       Northern District of Indiana (South Bend Division)

Judge: Harry C. Dees, Jr.

Debtor's Counsel: Forrest B. Lammiman, Esq.
                  MELTZER, PURTILL & STELLE LLC
                  300 S. Wacker Drive, Suite 3500
                  Chicago, IL 60606
                  Tel: (312) 987-9900
                  Fax: (312) 987-9854
                  E-mail: flammiman@mpslaw.com

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

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

The petition was signed by Kenneth S. Klein, manager of CPP
Holdings, LLC, its member.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Torchlight Investors LLC           Loan                $73,440,000
230 Park Avenue, 12th Floor
New York, NY 10169

Hartford Insurance                 Insurance Services      $36,443
P.O. Box 415738
Boston, MA 02241

James Gordon, CPA                  Professional Services   $22,165
373 Western Avenue
Coldwater, MI 49036

Christoff & Sons Floor Covering    Open Account            $16,335
Inc.

Tarter Construction Co. Inc.       Construction Services   $12,515

RETC LP                            Professional Services   $12,144

Coldwater Portfolio Partners       Intercompany Note       $11,304
LLC II

TLC Groundskeeping LLC             Lawn Care and Snow       $8,904
                                   Removal Services

Terra Properties Inc.              Construction Services    $8,244

The Korte Company                  Maintenance Services     $8,244

Weidholz Investments Inc.          Commissions              $8,000

CB Richard Ellis Inc.              Commissions              $6,710

Dial Land Development              Commissions              $5,939

Lukazcek Excavating                Snow Removal Services    $4,340

NAI Business Properties            Commissions              $4,225

Nuway Construction                 Maintenance Services     $4,200

Scott Sheehy                       Snow Removal Services    $4,200

Arbor Tech Tree Service            Snow Removal Services    $4,168

Montana Department of Revenue      State Income Taxes       $3,950

Coldwell Banker Commercial         Commissions              $3,926


COMMUNICATION INTELLIGENCE: PMB Helin Raises Going Concern Doubt
----------------------------------------------------------------
Communication Intelligence Corporation filed its annual report on
Form 10-K for the fiscal year ended Dec. 31, 2011.

PMB Helin Donovan, LLP, in San Francisco, Calif., expressed
substantial doubt about Communication Intelligence's ability to
continue as a going concern.  The independent auditors noted that
of the Company?s significant recurring losses and accumulated
deficit.

The Company reported a net loss of $4.50 million on $1.55 million
of revenue for 2011, compared with a net loss of $4.16 million on
$851,000 of revenue for 2010.

The Company's balance sheet at Dec. 31, 2011, showed $2.79 million
in total assets, $3.15 million in total liabilities, and a
stockholders' deficit of $357,000.

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

                       http://is.gd/f2U1f0

Redwood Shores, California-based Communication Intelligence
Corporation is a supplier of electronic signature products and the
recognized leader in biometric signature verification.


CORAL PEARLS: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------
Debtor: Coral Pearls, LLC
        7324 Southwest Freeway, Suite 1715
        Houston, TX 77074

Bankruptcy Case No.: 12-32612

Chapter 11 Petition Date: April 3, 2012

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

Judge: Karen K. Brown

Debtor's Counsel: Larry A. Vick, Esq.
                  908 Town & Country Boulevard, Suite 120
                  Houston, TX 77024
                  Tel: (713) 333-6440
                  Fax: (713) 343-4757
                  E-mail: lv@larryvick.com

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

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

The petition was signed by Jim-Daniels Nnah, manager.

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

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Citiscape International, Inc.      Architect Fees          $13,023
6200 Savoy, Suite 500
Houston, TX 77036


CORTEX PHARMACEUTICALS: Haskell & White Raises Going Concern Doubt
------------------------------------------------------------------
Cortex Pharmaceuticals, Inc., filed on March 30, 2012, its annual
report on Form 10-K for the fiscal year ended Dec. 31, 2011.

Haskell & White LLP, in Irvine, California, expressed substantial
doubt about Cortex Pharmaceuticals' ability to continue as a going
concern.  The independent auditors noted that the Company does not
currently possess sufficient working capital to fund its
operations through the next fiscal year.

The Company reported a net loss of $2.25 million on $3.11 million
of revenues for 2011, compared with net income of $1.63 million on
$10.47 million of revenues for 2010.

The Company's balance sheet at Dec. 31, 2011, showed $1.82 million
in total assets, $1.14 million in total liabilities, and
stockholders' equity of $675,910.

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

                       http://is.gd/MBYr2R

Headquartered in Irvine, California, Cortex Pharmaceuticals, Inc.,
is engaged in the discovery and development of innovative
pharmaceuticals for the treatment of breathing disorders,
including respiratory depression and sleep apnea.


CROSS ISLAND PLAZA: Brookville Bldg. Owner Files for Chapter 11
---------------------------------------------------------------
Rosedale, New York-based Cross Island Plaza, Inc., filed a Chapter
11 petition (Bankr. E.D.N.Y. Case No. 1-12-42491) in Brookly, on
April 4, 2012.

The Debtor has filed a motion to pay employee wages and benefits
and a motion for joint administration with the case of Block 1892
Realty Corp. (Case No. 12-42493).

Cross Island claims to be a Single Asset Real Estate as defined
in 11 U.S.C. Sec. 101 (51B), estimating assets and debts of
$10 million to $50 million.

CIP owns and operates an office building and parking lot known as
"One Cross Island Plaza" located at 133-33 Brookville Boulevard,
242-04, 242-08, 242-12, 242-18, 242-24, 242-28, and 242-34 133rd
Avenue, Rosedale, New York.  The property consists of three floors
and a lower level which is occupied by roughly 100 tenants.

Block owns an additional parking lot in close proximity to the One
Cross Island Plaza, which is located at 244-09, 244-19, and 244-16
Merrick Boulevard, and 243-40 132nd Road, Rosedale, and has
entered into a ground lease with CIP to provide additional parking
space for two tenants of Cross Island.

CIP owns lenders led by U.S. Bank National Association, as
trustee, on account of a promissory note in favor of Arbor
Commercial, Mortgage, LLC, as original trustee, in the principal
amount of $27 million.

In September 2009, the Federal Deposit Insurance Corp., as
receiver for Washington Mutual Bank, commenced a civil action
(E.D.N.Y. Case No. 09-3936) against Georgia Kontogiannis (the
president and sole shareholder of the Debtors), Annette Apergis
(the daughter of Mr. Konotiannis).  The FDIC suit claims that WaMu
was a victim of an organized mortgage fraud scheme orchestrated by
the defendants.  The suit, which does not include the Debtors
among the defendants, seeks $50 million.

A similar suit was commenced by DLJ Mortgage Capital Inc. in the
Supreme Court of New York in April 2010.  The DLJ suit alleges
that a mortgage fraud was perpetuated upon DLJ by Mr.
Kontogiannis.  The DLJ suit includes the Debtors among the
defendants.

The Court in the DLJ action issued three orders of attachment in
2011.  The terms of the Nov. 16, 2011 attachment order granted DLJ
a pre-judgment attachment of no less than $50 million.  The court
also entered an order appointing a receiver for several real
properties, including the One Cross Island Plaza.  A December 2011
order allowed CIP to continue operating its property.


CROSS ISLAND PLAZA: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Cross Island Plaza, Inc.
        c/o Building Management
        One Cross Island Plaza, Suite LL1
        Rosedale, NY 11422

Bankruptcy Case No.: 12-42491

Chapter 11 Petition Date: April 4, 2012

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

Judge: Nancy Hershey Lord

Debtor's Counsel: Adam L. Rosen, Esq.
                  SILVERMAN ACAMPORA LLP
                  100 Jericho Quadrangle, Suite 300
                  Jericho, NY 11753
                  Tel: (516) 479-6300
                  Fax: (516) 479-6301

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

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

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

The petition was signed by Chloe Henning, authorized
representative.


CROWN CASTLE: S&P Rates $1-Bil. Senior Secured Notes 'B-'
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' issue-level
rating and '6' recovery rating to Crown Castle International
Corp.'s (B+/Stable/--) proposed $1 billion senior unsecured notes
due 2022. "The '6' recovery rating reflects expectations for
negligible (0%-10%) recovery of principal in the event of
default. The company intends to use the proceeds to finance a
tender offer for its 9% notes, which totaled approximately $861
million in aggregate principal amount at April 3, 2012, and which
will require about $982.4 million in cash, including tender
premium, related fees and expenses," S&P said.

"Our ratings on Crown reflect its 'strong' business risk position,
and 'highly leveraged' financial risk profile. Given debt incurred
for the WCP acquisition in January 2012 and the pending
acquisition of NextG, we expect that Crown Castle's leverage will
be approximately 7x for 2012, consistent with the current rating
and outlook," S&P said.

RATINGS LIST

Crown Castle International Corp.
Corporate Credit Rating                B+/Stable/--

New Ratings

Crown Castle International Corp.
Senior Unsecured $1 bil nts due 2022   B-
   Recovery Rating                      6


CRYOPORT INC: Hires Steven Leatherman as Chief Commercial Officer
-----------------------------------------------------------------
CryoPort, Inc., named Steven Leatherman, 58, as the Company's
Chief Commercial Officer.  Mr. Leatherman has more than 30 years
of experience in sales and marketing, and operations management in
the healthcare industry.

Prior to joining the Company, Mr. Leatherman was Vice President of
Global Surgical Supplies for Ansell Sandel Medical Solutions.
From 2008 to 2011, Mr. Leatherman served as President of Sandel
Medical Industries, a leader in healthcare safety solutions.  From
2007 to 2008, he was general manager of Microflex, a division of
BarrierSafe Solutions.  Prior to that, he held several senior
positions, including Director of Marketing for Bausch & Lomb,
Surgical Division; Vice President of Marketing for Carl Zeiss
Surgical, Inc.; Vice President, International Marketing for Terumo
Heart, Inc.; and US Director of Marketing at Biotronik.

Mr. Leatherman has a Bachelor's Degree in Biology from the
University of Nevada, and a Master's in Business Administration
from the University of Phoenix.

Mr. Leatherman will be paid an annual base salary of $235,000 and
he will be eligible for an incentive bonus targeted at 30% of his
annual base salary.  Additionally, on April 2, 2012, Mr.
Leatherman was granted:

   (i) an option to purchase 150,000 shares of the Company's
       common stock at an exercise price of $0.62 per share, which
       was the closing price of the Company's common stock on
       April 2, 2012, subject to vesting over four years, with
       18,750 shares vesting on each six month anniversary of the
       date of grant; and

  (ii) an option to purchase 100,000 shares of the Company's
       common stock at an exercise price of $0.62 per share
       vesting as to: (a) 50,000 shares of common stock at such
       time as the Company achieves 5,000 shipments per month and
      (b) 50,000 shares of common stock at such time as the
       Company achieves six-months of sustainable positive cash
       flow as determined by the Company's Board of Directors.

                        About CryoPort Inc.

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

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

The Company reported a net loss of $6.16 million on $378,700 of
net revenues for the nine months ended Dec. 31, 2011, compared
with a net loss of $4.29 million on $375,400 of net revenues for
the same period during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed $4.22 million
in total assets, $3.60 million in total liabilities and
$620,873 in total stockholders' equity.


DABRIEL INC.: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Dabriel Inc.
          dba Paradise Theater
        58 West 58th Street, Suite 20C
        New York, NY 10019

Bankruptcy Case No.: 12-11411

Chapter 11 Petition Date: April 3, 2012

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

Debtor's Counsel: Alex Spizz, Esq.
                  TODTMAN, NACHAMIE, SPIZZ & JOHNS, P.C.
                  425 Park Avenue
                  New York, NY 10022
                  Tel: (212) 754-9400
                  Fax: (212) 754-6262
                  E-mail: aspizz@tnsj-law.com

                        - and ?

                  Arthur Goldstein, Esq.
                  TODTMAN, NACHAMIE, SPIZZ & JOHNS, P.C.
                  425 Park Avenue
                  New York, NY 10022
                  Tel: (212) 754-9400
                  Fax: (212) 754-6262
                  E-mail: agoldstein@tnsj-law.com

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

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 Gabriel Boter, president.


DALLAS HIGH POINT: Files Schedules of Assets and Liabilities
------------------------------------------------------------
Dallas High Point Centre Associates, Ltd. filed with the
Bankruptcy Court for the Northern District of Texas its schedules
of assets and liabilities, disclosing:

     Name of Schedule                 Assets      Liabilities
     ----------------                 ------      -----------
  A. Real Property                $7,563,679
  B. Personal Property              $185,007
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $10,535,873
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $14,702
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $1,665,489
                                  ----------      -----------
        TOTAL                     $7,748,687      $12,270,558

A full text copy of the company's scheduled of assets and
liabilities is available free at:

               http://bankrupt.com/misc/DALLAS_HIGH_sal

                    About Dallas High Point

Dallas High Point Centre Associates, Ltd., filed for Chapter 11
bankruptcy (Bankr. N.D. Tex. Case No. 11-37708) on Dec. 5, 2011.
Judge Barbara J. Houser presides over the case.  Seth P. Crosland,
Esq. at Aleshire & Crosland, PLLC, serves as the Debtor's counsel.
The Debtor posted 17,100,000 in assets and $12,161,362 in debts.
The petition was signed by M.T. Akhavizadeh, president.  Jeffery
A. Wells acts as the company's bankruptcy counsel.


DAYTOP VILLAGE: Files for Chapter 11 Due to Issues With Lenders
---------------------------------------------------------------
Daytop Village Foundation Incorporated, along with affiliate
Daytop Village Inc., filed a Chapter 11 petition (Bankr. S.D.N.Y.
Case No. 12-11436) on April 5, 2012, in Manhattan.

In 1963, Father William O'Brien and Dr. Alexander Bassin founded
the Daytop Lodge, a substance abuse treatment facility, in Staten
Island.  Today, Daytop is the third largest substance abuse agency
operating in the State of New York and the only substance abuse
agency operating world-wide under a contract with the Unites
States State Department.  It provides family-oriented substance
abuse treatment for adults and adolescents. Through six
residential facilities and eight outreach clinics in New York,
Daytop offers individual treatment plans by providing professional
counseling, medical, social and spiritual attention.

The Debtors currently employ approximately 416 employees.
Approximately 375 of the Debtors' employees are full-time salaried
employees, while the remaining employees are paid on an hourly
basis.  The Debtors' monthly payroll is $1.644 million.  The
Debtors' operations are overseen and funded in part by the New
York State Office of Alcoholism and Substance Abuse Services
("OASAS").

Lowenstein Sandler PC is the Debtors' counsel.  Epiq Bankruptcy
Solutions, LLC, is the claims and notice agent.

Daytop Village Inc., as of Jan. 31, 2012 has $8.68 million in
assets and $45.03 million of liabilities.  DVF has $42.20 million
in assets and $32.00 million in liabilities as of Jan. 31, 2012.

The Debtors have (i) $33.05 million of outstanding secured
indebtedness owing under certain prepetition credit facilities;
and (ii) $3.63 million of outstanding secured indebtedness owing
to the Dormitory Authority of the State of New York in respect of
certain loans provided from DASNY to the Debtors related to DASNY
bond offerings.

                        First Day Motions

In order to enable the Debtors to minimize the adverse effects of
the commencement of the Chapter 11 Cases on their business and to
ensure that their reorganizational goals can be implemented with
limited disruption to their operations, the Debtors have requested
various types of relief in certain "First Day" motions.  The First
Day Motions seek relief aimed at, among other things, (a) ensuring
the continued health and safety of the Debtors' patients; (b)
maintaining and maximizing vendor confidence and employee morale;
(c) ensuring the continuation of the Debtors' cash management
systems and other business operations; (d) securing the
postpetition availability of cash necessary to continue the
Debtors' operations; and (e) establishing certain administrative
procedures to facilitate a smooth transition into chapter 11.

In their request to access cash collateral, the Debtors noted that
the value of the collateral exceeds the amount of the obligations
owed to the prepetition lenders by more than $20 million.  The
Debtors will also grant the lenders replacement liens and
superpriority administrative claims to protect the lenders ferom
any diminution in value of the collateral.

                        Road to Bankruptcy

Michael Dailey, CEO of the Debtors, relates that from fiscal 2006
through fiscal 2011, the Debtors incurred cumulative operating
losses of approximately $28.25 million.  The operating losses were
largely attributable to a significant decline in Daytop's
residential patient census (i.e., the number of in-patient
residents at the Debtors' residential facilities, which is the
leading generator of the Debtors' revenues), together with an
oversized expense structure. In particular, the residential census
declined from a high of approximately 1100 in 2006 to 724 in
October 2010, when the Debtors retained new management.

New management promptly adopted, among other things, expense cuts
of approximately $2.4 million on an annualized basis, coming from
both fixed and variable categories. Between September 2010 and
June 2011, the execution of the new business strategy resulted in
a 90% reduction in the prior year's operating losses, from
$5.4 million to $500,000.

In the midst of this positive momentum, on July 14, 2011, two
current and one former Daytop counselors were arrested for
allegedly trading "favors," including waivers of urine
toxicologies and group therapy sessions, for stolen property.
As a result, Treatment Alternatives for Safer Communities, an
important criminal justice opinion leader, as well as other
referring agencies, imposed a temporary ban on new referrals to
Daytop on account of the Far Rockaway Incident. During late 2011,
TASC lifted its referral restrictions and most every other
referral source again followed suit.

In addition to the difficulties posed by the Far Rockaway
Incident, the Debtors have also experienced significant challenges
resulting from poor performance by Health Business Solutions
("HBS"), who the Debtors retained during 2010 to perform the
Debtors' billing functions.  As a result, the Debtors determined
to terminate HBS for cause and replace it with Millen Associates.
The Debtors are defending litigation commenced by HBS arising out
of their termination.

As Daytop's operating losses increased to a total of $16 million
from fiscal 2006 to 2008, lenders extended $16 million of new
credit to Daytop, primarily to cover those operating losses.
During this same three-year period, the Debtors' bank
and trade debt increased from $25 million to $39 million and its
annual debt service obligation increased from $1.7 million to $3
million, above Daytop's ability to pay by any historical measure.

By the end of 2008, as real estate values plummeted and Daytop's
performance continued to decline, the Lenders stop lending to
Daytop. Over the next two years, the Debtors managed their cash
by, among other things, suspending payments to their pension
plan and "stretching" their trade payables from an average aging
of 90 days to nearly 150 days.  The Debtors' liquidity and
operating reserves, however, were hopelessly mismatched to their
growing liabilities.

In late 2011, the lenders began to take a decidedly more
aggressive stance with respect to the Debtors, despite the fact
that they are the only creditors whose debt has been serviced in a
timely fashion over the past eight years.  As the need for payroll
support grew more acute over the last few months, the lenders
increasingly tied any ongoing support to concessions from the
Debtors, including the provision of new collateral for existing
loan facilities and the placement of deeds in escrow with respect
to certain of the Debtors' properties.

Faced with this cash crisis, the Debtors have commenced a sale
process for their headquarters building on 40th Street in
Manhattan, which is owned by DVF.

Cushman & Wakefield, the broker, has marketed the building.  At
the conclusion of the marketing, the Debtors entered into sale-
purchase agreement with 54 West 40th Realty LLC for the sale of
the asset for $26.5 million.  The Debtors anticipated that the
proceeds would be used to pay a significant portion of obligations
to lenders, past-due obligations with respect to their pension
fund, reduce debt to trade vendors, and provide working capital.
However, over the past months, the lenders have continued to
increase the portion of the proceeds that they would require be
remitted to them at the time of closing.

In exchange for funding the Debtors' payroll, the lenders had tied
the maturity of many of the Debtors' obligations to the closing
and had also imposed the failure to close by March 26, 2012, (as
later extended) as an event of default.

Combined with the Lenders' unwillingness to make available to the
Debtors sufficient proceeds from the sale, the Debtors were
presented with the Hobson's choice of defaulting on their
obligations to the Lenders or turning over so much of the sale
proceeds that they would have left themselves no ability to
address their other past-due obligations and limited and uncertain
access to cash going forward.

Mr. Dailey relates that as a result of all of the foregoing, the
Debtors were forced to file the Chapter 11 cases.  The Debtors
intend to use the time in bankruptcy to avoid this possibility by
de-leveraging their balance sheet through select asset sales and a
refinancing of their existing capital structure with a lender or
group of lenders that will allow the Debtors to continue their
operational rehabilitation.  The Debtors expect to be able to
continue to provide the high level of service to the community
that they have throughout their history during and after the
conclusion of the Chapter 11 cases.


DAYTOP VILLAGE: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Daytop Village Foundation Incorporated
        104 West 40th Street, 4th Floor
        New York, NY 10018

Bankruptcy Case No.: 12-11436

Affiliate that filed separate Chapter 11 petition:

        Entity                           Case No.    Petition Date
        ------                           --------    -------------
Daytop Village, Inc.                     12-11437         04/05/12

Chapter 11 Petition Date: April 5, 2012

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

Judge: Shelley C. Chapman

About the Debtors:  In 1963, Father William O'Brien and Dr.
                    Alexander Bassin founded the Daytop Lodge, a
                    substance abuse treatment facility, in Staten
                    Island.  Today, Daytop is the third largest
                    substance abuse agency operating in the State
                    of New York and the only substance abuse
                    agency operating world-wide under a contract
                    with the Unites States State Department.  It
                    has six residential facilities and eight
                    outreach clinics in New York.

Debtors' Counsel: Norman N. Kinel, Esq.
                  LOWENSTEIN SANDLER PC
                  1251 Avenue of the Americas
                  New York, NY 10020
                  Tel: (212) 262-6700
                  Fax: (212) 262-7402
                  E-mail: nkinel@lowenstein.com

Debtors'
Restructuring
and Management
Officer:          MAROTTA GUND BUDD DEZERA LLC

Debtors'
Claims Agent:     EPIQ BANKRUPTCY SOLUTIONS, LLC

Assets & Debts: Daytop Village Inc., as of Jan. 31, 2012 has
                $8.68 million in assets and $45.03 million of
                liabilities.  DVF has $42.20 million in assets and
                $32.00 million in liabilities as of Jan. 31, 2012.

The petition was signed by Michael Dailey, chief executive
officer.

Consolidated List of 30 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Daytop Village, Inc. Pension Plan  --                   $4,676,694
104 W. 40th Street, 4th Floor
New York, NY 10018

Empire Blue Cross/Blue Shield      Insurance Policy       $730,449
15 Metro Tech Center South, 4th Floor
Brooklyn, NY 11201

Health Business Solutions, LLC     Trade Debt             $720,100
10620 Griffin Road, Suite 204
Cooper City, FL 33713

Bottini Fuel                       Trade Debt             $555,336
2785 Main Street
P.O. Box 1640
Wappingers Falls, NY 12590-1576

New York State Dept. of Labor      Unemployment           $477,227
W.A. Harriman Campus, Building 12  Insurance
Albany, NY 12240

Sysco Albany, LLC                  Trade Debt             $445,242
One Liebich Lane
Halfmoon, NY 12605

Millin Associates, Inc.            Trade Debt             $407,095
521 Chestnut Street
Cedarhurst, NY 11516

Bendiner & Schlesinger, Inc.       Trade Debt             $305,252
Brooklyn Army Terminal
Building B, Unit 8D
140 58th Street
Brooklyn, NY 11220

Broadway Premium Funding Corp.     Insurance Finance      $286,020
135 Crossways Park Drive
Woodbury, NY 11797

Klafter Olsen & Lesser LLP         Professional           $250,000
2 International Drive, Suite 350   Services
Rye Brook, NY 10573

U.S. Foodservice, Inc.             Trade Debt             $248,646

104 W. 40th Street Property        Lease                  $232,665
Investors

Paetec/Windstream                  Trade Debt             $228,867

Execu-Search Group, Inc.           Trade Debt             $212,741

Chem RX                            Trade Debt             $186,910

Office of Alcoholism & Substance   Trade Debt             $184,029
Abuse Services

Bonafide Estates, Inc.             Lease                  $176,948

Performance/AFI Foodservice        Trade Debt             $171,992

Doozer Software, Inc.              Trade Debt             $169,382

New York Department of Health      Overpayment            $152,034

New York City Water Board          Trade Debt             $132,110

Nat Kagan Meat & Poultry Inc.      Trade Debt             $111,720

Elka Mps                           Trade Debt             $110,827

Fugazy & Rooney LLP                Professional           $109,266
                                   Services

Burke Supply Systems               Trade Debt             $103,947

Con Edison                         Trade Debt             $101,803

Greenberg Traurig LLC              Professional            $98,113
                                   Services

KJL                                Rent                    $91,225

ADP, Inc.                          Trade Debt              $87,624

Green Key Resources LLC            Trade Debt              $87,219


DBSI SHERIDAN: Marx Development Buys Office Bldgs for $6.85MM
-------------------------------------------------------------
Brian Bandell at the South Florida Business Journal reports that a
pair of neighboring office buildings in Hollywood was sold at a
bankruptcy auction for $6.85 million, or 13% less than their
mortgage.

According to the report, Bank of America, as trustee for a
commercial mortgage-backed securities trust, filed a $7.9 million
foreclosure lawsuit in August 2010 against DBSI Sheridan, which
owns the 121,260 square feet of office space at 7261 and 7369
Sheridan St.  They are a few blocks east of Memorial Pembroke
Hospital.

The report notes the bankrupty judge approved in March the results
of an auction that North Miami Beach-based Marx Developments won
with a $6.85 million bid.  According to the purchase agreement,
the buyer agreed to pay $1.37 million in cash and assume the $5.48
million restructured mortgage.  Marc Osheroff is the new guarantor
of the loan.

The report relates Marx Developments was represented in the deal
by Gary Simon, of Simon & Simon P.A.

The report adds DBSI Sheridan paid $13.8 million for the office
buildings in 2004.  The recent purchase price was about half of
that.

Based in San Diego, California, DBSI Sheridan, LLC, files for
Chapter 11 protection on Jan. 7, 2011 (Bankr. S.D. Fla. Case No.
11-10384).  Scott A. Underwood, Esq., and Thomas M. Messana, Esq.,
at Messana Stern, P.A, represent the Debtor.  The Debtor estimated
assets of between $1 million and $10 million, and debts of between
$10 million and $50 million.


DISH NETWORK: S&P Keeps BB- Corp. Credit Rating; Outlook Positive
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Englewood, Colo.-based satellite-TV provider DISH Network Corp. to
positive from stable. "In addition, we affirmed all ratings on the
company, including the 'BB-' corporate credit rating," S&P said.

"The outlook revision reflects our expectations that we will get
greater clarity on DISH's wireless strategy in the next 12
months," said Standard & Poor's credit analyst Naveen Sarma. "DISH
owns licenses for MSS spectrum (2 GHz band) and would like to
build out a terrestrial wireless network using this spectrum. Last
month, the FCC issued a Notice of Proposed Rulemaking (NPRM),
which could allow stand-alone terrestrial services over this
spectrum. If this NPRM were adopted, DISH would be able to build
out its network. Resolution of this NPRM is expected before the
end of 2012. We could raise our ratings on DISH if the company's
wireless strategy is undertaken is such a manner that we did not
believe that debt leverage, which was 2.2x at the end of 2011,
would exceed 4.0x."

"The ratings on DISH are constrained by the lack of clearly
articulated strategic and financial policies," added Mr. Sarma,
"particularly with regard to recent acquisitions and investments
outside of the core video business. The ratings also reflect the
strong competition from rival DIRECTV and other video providers.
Standard & Poor's believes DISH's lack of its own triple-play
package, consisting of video, high-speed data (HSD), and voice
services, could put it at a competitive disadvantage longer term
to cable-TV operators and Verizon Communications Inc. and AT&T
(with their respective FiOS and U-verse video offerings). In
addition, the rating recognizes the longer term uncertainty of the
impact of the new over-the-top (OTT) operators, such as Hulu and
Netflix, on the video distribution model," S&P said.

"Somewhat tempering these risks is the company's moderate leverage
for the rating category. Other tempering factors include 'strong'
liquidity from healthy free cash flow and a sizable cash balance,"
S&P said.

"The positive outlook indicates the potential of an upgrade in the
next 12 months if there is greater clarity regarding the company's
wireless strategy, in particular if that the strategy would be
executed in such a manner that leverage would remain under 4x. An
upgrade would also be based on the continuation of recent
operating results that suggest stabilization in the company's
video service," S&P said.

"Conversely, we could revise the outlook back to stable if the
company pursues a significantly more aggressive financial policy
than we anticipate, most likely to develop and deploy its wireless
strategy, increasing leverage to greater than the mid-4x area on a
run-rate basis. Alternatively, another path toward a revision back
to stable would be a weakening competitive business position with
accelerating subscriber losses and high churn, leading to EBITDA
declines and margin compression," S&P said.


DJO FINANCE: $105MM Add-On to Term Loan No Impact on Ratings
------------------------------------------------------------
Moody's Investors Service said that DJO Finance LLC's
$105 million add-on to its $350 million term loan B-3, due
September 15, 2017 is credit-positive but does not currently
impact the B2 Corporate Family Rating, SGL-3 Speculative Grade
Liquidity Rating, or negative outlook.

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

Based in Vista, California, DJO Finance LLC, is a developer,
manufacturer and distributor of medical devices that provide
solutions for musculoskeletal health, vascular health and pain
management. The company also develops, manufactures and
distributes a broad range of reconstructive joint implant
products. The company's products are used to treat patients with
musculoskeletal conditions resulting from degenerative diseases,
deformities, traumatic events and sports related injuries. Many of
the company's non-surgical devices are also used by athletes and
individuals for injury prevention and at home physical therapy
treatment. DJO has been owned by private equity sponsors
Blackstone Management Partners V L.L.C. since 2006. For the year
ended December 31, 2011, DJO generated net sales of approximately
$1.075 billion.


DR. TATTOFF: SingerLewak LLP Raises Going Concern Doubt
-------------------------------------------------------
Dr. Tattoff, Inc., filed on March 30, 2012, its annual report on
Form 40-F for the fiscal year ended Dec. 31, 2011.

SingerLewak LLP, in Los Angeles, Calif., expressed substantial
doubt about Dr. Tattoff's ability to continue as a going concern.
The independent auditors noted that the Company has suffered
recurring losses and negative cash flows from operations, and has
an accumulated deficit of approximately $4,568,000 at Dec. 31,
2011.

The Company reported a net loss of $2.47 million on $2.67 million
of revenue for 2011, compared with net income of $1.38 million on
$2.18 million of revenue for 2010.

The Company's balance sheet at Dec. 31, 2011, showed $1.44 million
in total assets, $1.54 million in total liabilities, and a
stockholders' deficit of $100,781.

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

                       http://is.gd/SMkUzi

Beverly Hills, Calif.-based Dr. Tattoff, Inc., currently operates
or provides management services to five laser tattoo and hair
removal clinics located in Texas and California, all of which
operate under the Company's registered trademark "Dr. Tattoff."


EDENOR SA: Posts ARS45.4-Mil. Net Loss in 2011
----------------------------------------------
Empresa Distribuidora y Comercializadora Norte Sociedad An¢nima
(Edenor S.A.) filed on March 30, 2012, its annual report for the
fiscal year ended Dec. 31, 2011.

Price Waterhouse & Co. S.R.L., in Buenos Aires, said that the
delay in obtaining tariff increases, the cost adjustments
recognition ("MMC"), requested in the presentations made until now
by the Company in accordance with the terms of the Adjustment
Agreement ("Acta Acuerdo") and the continuous increase in
operating expenses significantly affected the economic and
financial position of the Company and raise substantial doubt
about its ability to continue as a going concern.

The Company reported a net loss of ARS435.40 million on net sales
of ARS3.565 billion for 2011, compared with a net loss of
ARS49.05 million on ARS2.174 billion for 2010.

The Company's balance sheet at Dec. 31, 2011, showed
ARS5.744 billion in total assets, ARS4.373 billion in total
liabilities, ARS56.87 million of minority interest, and
stockholders equity of ARS1.314 billion.

A copy of the annual report is available for free at:

                       http://is.gd/9NgzBW

Based in Buenos Aires, Argentina, Edenor S.A. is the largest
electricity distribution company in Argentina in terms of number
of customers and electricity sold (both in GWh and Pesos).
Through a concession, Edenor distributes electricity exclusively
to the northwestern zone of the greater Buenos Aires metropolitan
area and the northern part of the city of Buenos Aires, which has
a population of approximately 7 million people and an area of
4,637 sq. km.  In 2011, Edenor sold 20,077 GWh of energy and
purchased 23,004 GWh of energy, with net sales of approximately
Ps. 2.3 billion and net loss of Ps. 435.4 million.


ENVISION SOLAR: Salberg & Company Raises Going Concern Doubt
------------------------------------------------------------
Envision Solar International, Inc., filed on March 30, 2012, its
annual report on Form 10-K for the fiscal year ended Dec. 31,
2011.

Salberg & Company P.A., in Boca Raton, Fla., expressed substantial
doubt about Envision Solar's ability to continue as a going
concern.  The independent auditors noted that the Company reported
a net loss of $2,547,493 and $2,360,851 in 2011 and 2010,
respectively, and used cash for operating activities of $1,970,831
and $1,112,794 in 2011 and 2010, respectively.  "At Dec. 31, 2011,
the Company had a working capital deficiency, stockholders'
deficit and accumulated deficit of $2,657,976, $2,482,203 and
$22,340,460, respectively."

The Company reported a net loss of $2.55 million on $2.30 million
of revenue for 2011, compared with a net loss of $2.36 million on
$347,447 of revenue for 2010.

The Company's balance sheet at Dec. 31, 2011, showed $2.18 million
in total assets, $4.66 million in total liabilities, and a
stockholders' deficit of $2.48 million.

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

                       http://is.gd/kRUsph

San Diego, Calif.-based Envision Solar International, Inc., is a
developer of solar products and proprietary technology solutions.




EPICEPT CORP: Amends $25 Million Securities Offering
----------------------------------------------------
Epicept Corporation filed with the U.S. Securities and Exchange
Commission a post-effective amendment no.1 to Form S-3 relating to
the offer and sale, from time to time, of securities of EpiCept
Corporation by the Company of up to $25 million securities.  The
securities are being offered on a continuous basis pursuant to
Rule 415 under the Securities Act of 1933, as amended, or the
Securities Act.

The Company's common stock is dual-listed on the OTCQX U.S.
trading platform and the Nasdaq OMX Stockholm Exchange under the
ticker symbol "EPCT."  The last reported sale price of the
Company's common stock on April 3, 2012, was $0.24 per share.

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

                        http://is.gd/s5TeP9

                      About EpiCept Corporation

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

The Company's recurring losses from operations and the Company's
stockholders' deficit raise substantial doubt about its ability to
continue as a going concern and, as a result, the Company's
independent registered public accounting firm, Deloitte & Touche
LLP, in Parsippany, New Jersey, included an explanatory paragraph
in its report on the Company's consolidated financial statements
for the year ended Dec. 31, 2010, which was included in our Annual
Report on Form 10-K, with respect to this uncertainty.

The Company reported a net loss of $15.65 million in 2011,
compared with a net loss of $15.53 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $7.52 million
in total assets, $24.30 million in total liabilities and a $17.14
million total stockholders' deficit.


EVEREST ACQUISITION: S&P Assigns 'BB-' CCR; Outlook Stable
----------------------------------------------------------
Standard & Poor's Ratings Services assigned a preliminary 'BB-'
corporate credit rating to Houston-based Everest Acquisition LLC
(to be renamed EP Energy LLC upon closing of the acquisition). The
outlook is stable.

"We also assigned a preliminary 'BB' issue-level rating (one notch
higher than the corporate credit rating) to Everest's planned $500
million senior secured otes and its $500 million senior secured
term loan. We assigned this debt a '2' preliminary recovery
rating, which indicates our expectations of substantial (70% to
90%) recovery in the event of a payment default," S&P said.

"We also assigned a preliminary 'B' issue-level rating (two
notches lower than the corporate credit rating) to Everest's
planned $2.5 billion senior unsecured notes. The preliminary
recovery rating on these notes is '6', indicating our expectations
of negligible (0% to 10%) recovery in the event of a payment
default," S&P said.

"Proceeds from the debt offerings will be used to partially fund
the acquisition of El Paso Corp.'s (BB/Stable/--) exploration and
production subsidiary by a group of private investors for $7.15
billion plus fees and expenses. The remaining purchase price will
be financed by drawing down a portion of the company's proposed
$2.0 billion reserve-based credit facility and equity from the
sponsors (Apollo Global Management LLC, Riverstone Holdings LLC,
Access Industries and Korea National Oil Corp.) The notes and term
loan will be co-issued by Everest Acquisition Finance Inc. (to be
renamed EP Energy Finance Inc. upon closing of the acquisition),"
S&P said.

"The ratings on Everest Acquisition LLC reflect our assessment of
the company's 'fair' business risk and 'aggressive' financial risk
profiles," said Standard & Poor's credit analyst Carin Dehne-
Kiley. "The ratings incorporate the company's medium size and
scale, its meaningful exposure to natural gas (70% of proven
reserves and about 85% of 2011 production), its relatively high
leverage versus peers, and its position in a highly cyclical,
capital-intensive and competitive industry. Ratings also reflect
the company's good hedging position (equivalent to 70% of last
year's natural gas production in 2012 and 30% in 2013), adequate
liquidity, and its ongoing shift to oil production."


FEIHE INTERNATIONAL: Crowe Horwath Raises Going Concern Doubt
-------------------------------------------------------------
Feihe International, Inc., filed its annual report on Form 10-K
for the fiscal year ended Dec. 31, 2011.

Crowe Horwath (HK) CPA Limited, in Hong Kong, expressed
substantial doubt about Feihe International's ability to continue
as a going concern.  The independent auditors noted that of the
Company's deficiency of net current assets and significant cash
commitments in the next twelve months, including maturity of short
term bank loans of $54.6 million, current portion of long term
bank loans of $5.9 million and redemption of redeemable common
stock of $32.7 million.

The Company reported a net loss of $1.07 million on
$292.94 million of sales for 2011, compared with a net loss of
$9.89 million on $256.61 million of sales for 2010.

The Company's balance sheet at Dec. 31, 2011, showed
$441.80 million in total assets, $266.30 million in total
liabilities, and stockholders' equity of $175.50 million.

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

                       http://is.gd/g5Er0d

Located in Beijing, China, Feihe International, Inc., produces and
distributes milk powder, soybean milk powder, and related dairy
products in the People;s Republic of China, or the PRC.


FELICITY'S INC.: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Felicity's Inc.
        6210 Chillum Place, NW
        Washington, DC 20011

Bankruptcy Case No.: 12-00251

Chapter 11 Petition Date: April 6, 2012

Court: U.S. Bankruptcy Court
       District of Columbia (Washington, D.C.)

Judge: S. Martin Teel, Jr.

Debtor's Counsel: Sharon Ingrid Theodore-Lewis, Esq.
                  PATRICK HENRY LLP
                  9470 Annapolis Road, Suite 312
                  Lanham, MD 20706
                  Tel: (240) 296-3488
                  E-mail: stlewis@patrickhenry.net

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

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

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

The petition was signed by Jeanette Awasum, president.


FIRST FINANCIAL SERVICE: Reports $23.16-Mil. Net Loss in 2011
-------------------------------------------------------------
First Financial Service 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 Louisville, Ky., audited the Company's
financial statements for 2011.  The independent auditors said that
the Company has recently incurred substantial losses, largely as a
result of elevated provisions for loan losses and other credit
related costs.  "In addition, both the Company and its bank
subsidiary, First Federal Savings Bank, are under regulatory
enforcement orders issued by their primary regulators.  First
Federal Savings Bank is not in compliance with its regulatory
enforcement order which requires, among other things, increased
minimum regulatory capital ratios.  First Federal Savings Bank's
continued non-compliance with its regulatory enforcement order may
result in additional adverse regulatory action."

The Company reported a net loss of $23.16 million on
$32.83 million of net interest income (before provision for loan
losses) for 2011, compared with a net loss of $9.40 million on
$36.08 million of net interest income (before provision for loan
losses) for 2010.  Total non-interest income was $474,000 in 2011,
compared with $7.30 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed
$1.229 billion in total assets, $1.175 billion in total
liabilities, and stockholders' equity of $53.46 million.

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

                       http://is.gd/msvBbz

Elizabethtown, Kentucky-based First Financial Service Corporation
was incorporated in August 1989 under Kentucky law and became the
holding company for First Federal Savings Bank of Elizabethtown,
effective on June 1, 1990.  Since that date, the Corporation has
engaged in no significant activity other than holding the stock of
the Bank and directing, planning and coordinating its business
activities.




FREEDOM GROUP: S&P Affirms 'B+' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B+'
issue level rating to Madison, N.C.-based FGI Operating Co. LLC's
proposed $330 million term loan due 2019. "The preliminary
recovery rating is '3', indicating our expectation of meaningful
(50% to 70%) recovery for lenders in the event of a payment
default," S&P said.

"We also assigned our preliminary 'B-' issue-level rating to the
proposed $250 million senior secured notes due 2020, to be co-
issued by FGI Operating Co. and FGI Finance Inc. The preliminary
recovery rating is '6', indicating our expectation of negligible
(0% to 10%) recovery for lenders in the event of a payment
default," S&P said.

"The company intends to use the proceeds from the proposed term
loan and notes to pay outstanding balances under its existing
10.25% senior secured notes due 2015, of which $247.6 million was
outstanding at Dec. 31, 2011, and 11.25%/11.75% senior pay-in-kind
(PIK) notes due 2015, of which $241.8 million was outstanding at
Dec. 31, 2011. Freedom Group will use the remaining proceeds to
pay about $66 million in tender premiums, fees, and expenses, and
to provide $21 million in additional balance-sheet cash. In
conjunction with the notes issuances, the company is also planning
on entering into a new $150 million asset-based lending (ABL)
facility (unrated) to replace its existing $150 million ABL
facility," S&P said.

"We also affirmed our 'B+' corporate credit rating on Freedom
Group. Our rating outlook is stable," S&P said.

"The affirmation of our 'B+' corporate credit rating reflects our
expectation that adjusted debt to EBITDA (leverage), pro forma for
the proposed transactions, will increase to the high-5.0x area in
2012, compared with 5.2x at the end of 2011. Our measure of
adjusted debt to EBITDA includes adjustments for operating leases,
pension obligations, product and workers' compensation
liabilities, and preferred stock. Notwithstanding added leverage
in 2012, we believe that over the intermediate term, leverage will
remain below 6x, our threshold for the current rating given our
'weak' assessment of Freedom Group's business risk profile. The
increase is 2012 leverage is being driven by $87 million of
incremental debt under the proposed transaction to fund tender
premiums, fees, and expenses, as well as to bolster cash balances.
Despite the increase in 2012 leverage, we expect EBITDA coverage
of interest expense to improve to the mid-2.0x area in 2012 from
1.8x at the end of 2011 because of lower interest costs," S&P
said.

"Our 'B+' corporate credit rating on Freedom Group reflects our
assessment of the company's business risk profile as weak and our
assessment of its financial risk profile as 'highly leveraged."

"Freedom Group's weak business risk profile reflects the company's
exposure to unfavorable changes in commodity prices, vulnerability
to changes in regulation, and a highly competitive operating
environment for discretionary consumer spending dollars. We
believe these factors are partially offset by Freedom Group's
leading position in many of the markets in which it operates, its
breadth of product offerings, and strong brand recognition," S&P
said.

"The company's highly leveraged financial risk profile reflects
our expectation for leverage to be in the high-5x area in 2012 and
for funds from operation (FFO) to debt to be in the mid-single-
digit percentage area. We also expect that interest coverage, pro
forma for the transaction, will be good in the mid-2x area in
2012. Our financial risk assessment also incorporates large
working capital uses typically in the beginning of the year to
fund inventory investments, and the corresponding need to maintain
sufficient cash on hand and revolver availability. In 2012, we
believe that Freedom Group will make a sizable inventory
investment, although we anticipate the company's liquidity profile
will remain 'adequate,'" S&P said.


FRIENDFINDER NETWORKS: S&P Lowers Rating to 'CCC+' on Weak Results
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Boca
Raton, Fla.-based FriendFinder Networks Inc. to 'CCC+' from 'B-'.
"All issue-level ratings on the company's debt have also been
lower by one notch in conjunction with the downgrade. The ratings
were removed from CreditWatch, where they were placed with
negative implications on Feb. 29, 2012. The rating outlook is
negative," S&P said.

"The rating actions reflect the company's declining paid
subscriptions and the likelihood that operating results will
remain weak over the near term," said Standard & Poor's credit
analyst Daniel Haines. "In addition, we believe that the company
will face difficulty refinancing significant debt maturities due
in 2013. We expect that continued economic headwinds and negative
business momentum will remain a drag on results."

"FriendFinder owns and operates Web sites offering adult social
networking, live entertainment, and video and premium services. We
view the company's business risk profile as 'vulnerable' (as per
our criteria), given its high subscriber churn and dependence on
one Web site for the majority of its revenue and EBITDA. We view
the company's financial risk profile as 'highly leveraged' because
of its high debt leverage and aggressive financial policy.
FriendFinder's EBITDA margin is high, at 25.8% at the end of 2011,
but the company's reliance on one Web site for the majority of its
revenue and EBITDA and very high subscriber churn suggest a
continuation of recent margin declines," S&P said.

"We believe there is low visibility regarding the long-term
viability of paid adult social media. Adult-oriented social
networking site AdultFriendFinder.com is the company's most
important Web site, accounting for over 65% of revenues. Users can
register free of charge and access a limited portion of the Web
site, or they can become a subscriber (monthly or annual) and
access the full site, including communication privileges.
Subscriber churn at FriendFinder's sites is high, ranging from
about 16% to 22% per month. AdultFriendFinder.com and the
company's other social networking sites must constantly replenish
their subscriber bases, raising risks to revenue stability. Total
subscriptions fell 13% during 2011. We believe that competition
from free sites and other pay sites with fresh content will
continue to pressure subscription levels in 2012," S&P said.

"Internet traffic to FriendFinder depends on an affiliate network
of about 280,000 third-party affiliate Web sites that redirect
visitors. If a visitor becomes a subscriber, the affiliate earns a
commission from FriendFinder. Live interactive video accounts for
about 25% of the company's revenue. There is no meaningful
seasonality of revenue," S&P said.

"Our base-case scenario of a mid-single-digit percentage decline
in revenues for full-year 2012 reflects our expectation of
continued subscription weakness at the company's adult Web sites.
We expect that the EBITDA margin will remain pressured in 2012 as
the company attempts to improve operations and increase spend on
marketing and advertising. The EBITDA margin of 25.8% for full-
year 2011 was down from 30.5% the year earlier," S&P said.


GENCORP INC: Reports $2.4 Million Net Income in Feb. 29 Quarter
---------------------------------------------------------------
GenCorp Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $2.40 million on $201.90 million of net sales for the three
months ended Feb. 29, 2012, compared with net income of $1.20
million on $209.80 million of net sales for the three months ended
Feb. 28, 2011.

The Company's balance sheet at Feb. 29, 2012, showed $931.20
million in total assets, $1.12 billion in total liabilities, $4.3
million in redeemable common stock and a $194 million total
shareholders' deficit.

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

                        http://is.gd/fSbSHK

                         About GenCorp Inc.

Rancho Cordova, Calif.-based GenCorp Inc. (NYSE: GY)
-- http://www.GenCorp.com/-- is a manufacturer of aerospace and
defense products and systems with a real estate segment that
includes activities related to the re-zoning, entitlement, sale,
and leasing of the Company's excess real estate assets.

                           *     *     *

Standard & Poor's in February 2011 has raised its corporate credit
rating on GenCorp Inc. to 'B' from 'B-'.  S&P also raised its
rating on the company's first-lien secured debt to 'BB-' from 'B+'
and on the subordinated debt to 'CCC+' from 'CCC'.  The recovery
rating on the first-lien secured debt remains unchanged at '1',
and the recovery rating on the subordinated debt remains unchanged
at '6'.  The outlook is stable.

"We are raising its ratings on GenCorp by one notch to reflect the
company's improved liquidity position," said Standard & Poor's
credit analyst Lisa Jenkins.  "The ratings on GenCorp reflect its
highly leveraged capital structure, weak financial performance,
limited diversity, and modest scale of operations compared with
competitors.  Offsetting these challenges to some extent is the
company's good niche positions in aerospace propulsion and solid
backlog.  S&P characterize GenCorp Inc.'s business profile as weak
and its financial profile as highly leveraged."

As reported by the TCR on May 24, 2011, Moody's Investors Service
upgraded the corporate family and probability of default ratings
of GenCorp Inc. to B1 from B2.  The upgrade reflects the Company's
steady improvement to operating results, as a leading niche
supplier of solid and liquid rocket propulsion systems to prime
defense contractors.  Operating margins have grown to above 11%
(inclusive of Moody's standard adjustments) in the most recent
twelve-month period, resulting from growth in defense programs
that GenCorp supplies (THAAD, Aegis, PAC-3) and good cost
controls.  GenCorp's funded backlog has grown steadily over
several years, and is now about 90% of sales.  The level of
backlog provides good forward revenue visibility and compares
favorably with other defense suppliers.


GLOBAL AVIATION: Has OK to Hire Ernst & Young LLP as Tax Advisor
----------------------------------------------------------------
The Hon. Carla E. Craig of the U.S. Bankruptcy Court for the
Eastern District of New York has granted Global Aviation Holdings
Inc., et al., permission to employ Ernst & Young LLP as tax
advisor.

As reported by the Troubled Company Reporter on March 13, 2012,
E&Y LLP will, among other things, work with the appropriate Debtor
personnel or the Debtors' outside legal counsel in developing an
understanding of the tax issues and alternatives associated with
the Debtors' Chapter 11 filing, restructuring, or other plan,
taking into account the Debtors' specific facts and circumstances,
for U.S. Federal, international, state and local income tax
purposes and for indirect tax purposes.

                  About Global Aviation Holdings

Global Aviation Holdings Inc., based in Peachtree City, Ga., is
the parent company of North American Airlines and World Airways.
Global is the largest commercial provider of charter air
transportation for the U.S. military, and a major provider of
worldwide commercial global passenger and cargo air transportation
services.  North American Airlines, founded in 1989 and based in
Jamaica, N.Y., operates passenger charter flights using B757-200ER
and B767-300ER aircraft.  World Airways, founded in 1948 and based
in Peachtree City, Ga., operates cargo and passenger charter
flights using B747-400 and MD-11 aircraft.

Global Aviation, along with affiliates, filed Chapter 11 petitions
(Bankr. E.D.N.Y. Case No. 12-40783) on Feb. 5, 2012.

Global's lead counsel in connection with the restructuring is
Kirkland & Ellis LLP and its financial advisor is Rothschild.
Kurtzman Carson Consultants LLC is the claims agent.

The Debtors disclosed $589.8 million in assets and $493.2 million
in liabilities as of Dec. 31, 2011.  Liabilities include $146.5
million on 14% first-lien secured notes and $98.1 million on a
second-lien term loan.  Wells Fargo Bank NA is agent for both.

Global said it will use Chapter 11 to shed 16 of 30 aircraft.
In addition, Global said it will use Chapter 11 to negotiate new
collective bargaining agreements with its unions and deal with
liabilities on multi-employer pension plans.

On Feb. 13, 2012, the U.S. Trustee for Region 2 appointed a seven-
member official committee of unsecured creditors in the case.  The
Committee tapped Lowenstein Sandler PC as its counsel, and
Imperial Capital, LLC as its financial advisor.


GLOBAL AVIATION: Has Court's Final Nod to Obtain DIP Financing
--------------------------------------------------------------
The Hon. Carla E. Craig of the U.S. Bankruptcy Court for the
Eastern District of New York has granted Global Aviation Holdings
Inc., et al., final authorization to obtain postpetition secured
financing from IN-FP2 LLC, Guggenheim Investment Management, LLC,
Beach Point Capital Management LP, and Chatham Credit Management
III, LLC; and to use cash collateral.

As reported by the Troubled Company Reporter on March 14, 2012,
the Debtors sought court authorization to, among other things,
enter into a senior secured superpriority debtor-in-possession
facility in an aggregate principal amount of $45 million, for
which the Debtors seek immediate access to at least $15 million on
an interim basis; and to replace the existing interim cash
collateral order with the proposed interim order, thereby
authorizing the debtors to use cash collateral on a further
interim basis.  IN-FP2 LLC, Guggenheim Investment Management, LLC,
Beach Point Capital Management LP, and Chatham Credit Management
III, LLC, are the DIP lenders.

The Debtors previously obtained interim approval to use cash
collateral to operate their businesses.  This use of cash
collateral was to act as a bridge to securing postpetition
financing which, once secured, would enable the Debtors to operate
their businesses and prosecute these Chapter 11 cases.

The Debtors are authorized on a final basis to obtain post-
petition financing to perform under that certain Senior Super-
Priority Debtor-In-Possession Credit Agreement, dated as of
March 27, 2012.  A copy of the Senior Super-Priority Debtor-In-
Possession Credit Agreement and the Approved Budget is available
for free at http://bankrupt.com/misc/GLOBAL_AVIATION_budget.pdf

                  About Global Aviation Holdings

Global Aviation Holdings Inc., based in Peachtree City, Ga., is
the parent company of North American Airlines and World Airways.
Global is the largest commercial provider of charter air
transportation for the U.S. military, and a major provider of
worldwide commercial global passenger and cargo air transportation
services.  North American Airlines, founded in 1989 and based in
Jamaica, N.Y., operates passenger charter flights using B757-200ER
and B767-300ER aircraft.  World Airways, founded in 1948 and based
in Peachtree City, Ga., operates cargo and passenger charter
flights using B747-400 and MD-11 aircraft.

Global Aviation, along with affiliates, filed Chapter 11 petitions
(Bankr. E.D.N.Y. Case No. 12-40783) on Feb. 5, 2012.

Global's lead counsel in connection with the restructuring is
Kirkland & Ellis LLP and its financial advisor is Rothschild.
Kurtzman Carson Consultants LLC is the claims agent.  Pachulski
Stang Ziehl & Jones LLP is the conflicts counsel.

The Debtors disclosed $589.8 million in assets and $493.2 million
in liabilities as of Dec. 31, 2011.  Liabilities include $146.5
million on 14% first-lien secured notes and $98.1 million on a
second-lien term loan.  Wells Fargo Bank NA is agent for both.

Global said it will use Chapter 11 to shed 16 of 30 aircraft.
In addition, Global said it will use Chapter 11 to negotiate new
collective bargaining agreements with its unions and deal with
liabilities on multi-employer pension plans.

On Feb. 13, 2012, the U.S. Trustee for Region 2 appointed a seven-
member official committee of unsecured creditors in the case.  The
Committee tapped Lowenstein Sandler PC as its counsel, and
Imperial Capital, LLC as its financial advisor.


GLOBAL EQUITY: Berman & Company Raises Going Concern Doubt
----------------------------------------------------------
Global Equity International, Inc., filed on March 30, 2012, its
annual report on Form 10-K for the fiscal year ended Dec. 31,
2011.

Berman & Company, P.A., in Boca Raton, Florida, expressed
substantial doubt about Global Equity's ability to continue as a
going concern.  The independent auditors noted that the Company
has a net loss of $1,688,102 and net cash used in operations of
$92,780 for the year ended Dec. 31, 2011.  "The Company also has a
working capital deficit of $185,123 at Dec. 31, 2011."

The Company reported a net loss of $1.69 million on $288,041 of
revenue for 2011, compared with net income of $1.77 million on
$2.06 million of revenue for 2010.

The Company's balance sheet at Dec. 31, 2011, showed $1.73 million
in total assets, $222,892 in total liabilities, $480,000 of
Redeemable Series A, Convertible Preferred Stock, and
stockholders' equity of $1.02 million.

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

                       http://is.gd/ZqSftN

Dubai, UAE-based Global Equity Interntional, Inc., provides
corporate advisory services to companies desiring to have their
shares listed on stock exchanges or quoted on quotation bureaus in
various parts of the world.


GRACEWAY PHARMA: IRS Objects to Ch. 11 Reorganization Plan
----------------------------------------------------------
Maria Chutchian at Bankruptcy Law360 reports that the Internal
Revenue Service on April 3 objected to Graceway Pharmaceuticals
LLC's Chapter 11 reorganization plan, saying it does not preserve
the federal government's setoff and recoupment rights.

According to Law360, the IRS said in its objection that the
government, like other creditors, retains the right to setoff
mutual debts, and that Graceway's proposal contains no provision
for those rights.

                  About Graceway Pharmaceuticals

Based in Bristol, Tennessee, Graceway Pharmaceuticals LLC offered
dermatology, respiratory, and women's health products.  Its
Zyclara Cream is used for the treatment of external genital and
perianal warts (EGW) in patients 12 years of age and older. The
company offers products for the treatment of dermatology
conditions, such as actinic keratosis, superficial basal cell
carcinoma, external genital warts, atopic dermatitis, and acne;
and respiratory conditions, such as asthma.

Graceway Pharmaceuticals and its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Lead Case No. 11-13036) on
Sept. 29, 2011.

The company's debt includes $430.7 million owing on a first-lien
revolving credit and term loan.  Second-lien debt is $330 million,
with mezzanine debt totaling another $81.4 million.

Attorneys at Young Conaway Stargatt & Taylor LLP serve as counsel
to the Debtors.  Latham & Watkins LLP is the co-counsel.  Alvarez
and Marsal North America, LLC, is the financial advisor.  Lazard
Freres & Co. LLC is the investment banker.  PricewaterhouseCoopers
LLP is the tax consultant.  BMC Group serves as claims and notice
agent.

Lowenstein Sandler PC serves as the committee counsel.

Graceway Pharmaceuticals LLC completed the sale of the business in
December 2011 to Medicis Pharmaceutical Corp. for $455 million.


GRAY TELEVISION: S&P Raises Corporate Credit Rating to 'B'
----------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Atlanta, Ga.-based TV broadcaster Gray Television Inc.
to 'B' from 'B-'. The rating outlook is stable.

All related issue-level ratings on the company's debt were also
raised by one notch in conjunction with the upgrade, while all
recovery ratings on the debt issues remain unchanged.

"The upgrade reflects the company's progress in reducing its gross
debt to average trailing-eight-quarter EBITDA, and our expectation
that leverage will continue to decline toward 7x in advance of
Gray's 2014 revolving credit maturity," said Standard & Poor's
credit analyst Deborah Kinzer. "We also expect the company to make
continued progress in refinancing or repaying its costly 17%
preferred stock--a major risk to its capital structure."

"The 'B' rating reflects company's still-high debt leverage and
weak discretionary cash flow, as well as our expectation that the
company will maintain adequate headroom with its financial
covenants in the absence of any further tightening of covenant
thresholds. The stable rating outlook reflects our expectation
that Gray will maintain lease-adjusted debt to average trailing-
eight-quarter EBITDA below 7.5x. We also expect the company to
generate modest positive discretionary cash flow in 2012," S&P
said.

"Our rating on Gray also reflects our assessment of the company's
business risk profile as 'fair' and its financial risk profile as
'highly leveraged,' based on our criteria. We view Gray's business
risk profile as fair because of its relatively good EBITDA margin
compared with peers', despite a lack of adequate critical mass and
its concentration in small-to-midsize TV markets. Factors in
our assessment of Gray's financial risk profile as highly
leveraged include its weak EBITDA coverage of interest, high debt
leverage, and minimal discretionary cash flow. The company's debt
to average trailing-eight-quarter EBITDA of 7.6x and funds from
operations to debt of 5.2% are in line with Standard & Poor's
financial risk indicative ratios of greater than 5x and less
than 12% for a highly leveraged financial risk profile," S&P said.

"Gray operates 36 TV stations in 30 small and midsize U.S. TV
markets, reaching only about 6% of U.S. TV households. The company
generates the majority of its revenue and EBITDA from TV stations
affiliated with the CBS and NBC networks. Stable, market-leading
local newscasts and overall ratings of the company's TV stations--
many in state capitals or in cities with major state universities-
-are key supports to its business profile, help attract political
advertising, and contribute to the company's relatively good
EBITDA margin compared with peers'. At the same time, the cyclical
nature of TV advertising, the mature long-term growth prospects of
TV broadcasting, and increasing competition for audience and
advertisers from traditional and nontraditional media limit upside
potential for Gray and other TV station groups," S&P said.

"Under our base-case scenario for 2012, we expect Gray's revenue
to grow at a high-teens percentage rate and EBITDA to rise by 40%
to 45%, mainly because of sharp increases in political ad revenue
and retransmission fees from recently renewed carriage contracts,
despite only low-single-digit growth in core ad revenue. We also
expect substantial EBITDA margin expansion, as the proportion of
political advertising in the revenue mix is significantly higher
for Gray than for its peers, leading to higher revenue and EBITDA
variability between election and nonelection years," S&P said.


H&M PETROLEUM: Files for Chapter 11 Bankruptcy Protection
---------------------------------------------------------
The Oil and Gas Investor reports that H&M Petroleum Corp. filed
for chapter 11 bankruptcy protection in the U.S. Bankruptcy Court
for the District of Colorado in Denver on April 2, 2012.

The report relates Thompson & Knight LLP senior partner Rhett G.
Campbell says the case was filed without an attorney for the
debtor, and resulted from a state court receivership in El Paso
County Court, Colorado.  Mr. Campbell adds the papers report the
company owns oil and gas properties in Colorado, Kansas, and
Nebraska with a value of $180 million, with liabilities of around
$1 million.


HARRON COMMUNICATIONS: S&P Raises Corporate Credit Rating to 'B+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Frazer, Pa.-based cable system operator Harron
Communications L.P. to 'B+' from 'B', and removed the ratings from
CreditWatch, where they were placed with positive implications on
March 23, 2012. "At the same time, we raised our issue-level and
recovery ratings on the senior secured bank facility to 'BB-' and
'2', from 'B' and '3', respectively. The 'B-' issue-level rating
and '6' recovery ratings on the senior unsecured notes remain
unchanged. The '2' recovery rating indicates expectations for
substantial (70%-90%) recovery in the event of a payment default.
The '6' recovery rating indicates expectations for negligible (0-
10%) recovery in the event of payment default. The rating outlook
is stable," S&P said.

"This action follows the closing of Harron's offering of senior
unsecured notes due 2020," said Standard & Poor's credit analyst
Naveen Sarma. "Harron will use proceeds (sold under Rule 144A
without registration rights) to help fund a management buyout of
buyout of certain existing shareholders and repay $55 million of
term loan debt. Harron amended its credit facility to allow for
this note issuance."

"Our ratings on Harron reflect a 'highly leveraged' financial risk
profile, according to our criteria. We consider the business risk
profile 'fair,' reflecting a mature core basic video services
business with modest revenue growth prospects, below-industry-
average high-speed data (HSD) and telephone penetration, and
competitive pressures from direct-to-home (DTH) satellite
providers for video services and local telephone companies for HSD
and telephone services. Tempering factors include its operations
in less populated second-tier markets, providing some protection
from local telephone companies deploying facilities-based video
offerings in the intermediate term; its position as the leading
provider of pay-TV services in its markets; and expectations for
healthy free cash flow generation. Harron serves small and mid-
size markets with approximately 172,000 basic video customers,"
S&P said.

"We view Harron's financial risk profile as highly leveraged.
Leverage, pro forma for the transaction and management buyout, is
6.5x consolidated debt to 2011 EBITDA. Harron's liquidity is
'adequate,'" S&P said.

"Harron faces significant competitive pressures from the DTH
satellite operators DIRECTV and DISH Network Corp. for video
services, and from the local telephone companies for HSD and
telephone services. Harron says penetration of DTH services is
higher in its territories than the national average of about 25%
because of underinvestment by the previous owners of its cable
systems," S&P said.


HAWKER BEECHCRAFT: Bank Debt Trades at 32% Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which Hawker Beechcraft
is a borrower traded in the secondary market at 67.79 cents-on-
the-dollar during the week ended Friday, April 6, 2012, a drop of
7.06 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 March 26, 2014, and
carries Moody's Caa2 rating and Standard & Poor's D rating.  The
loan is one of the biggest gainers and losers among 167 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                    About Hawker Beechcraft

Hawker Beechcraft Acquisition Company, LLC, headquartered in
Wichita, Kansas, manufactures business jets, turboprops and piston
aircraft for corporations, governments and individuals worldwide.

The Company reported a net loss of $214 million on $1.65 billion
of total sales for the nine months ended Sept. 30, 2011, compared
with a net loss of $238.60 million on $1.80 billion of total sales
for the same period the year before.  Hawker Beechcraft reported a
net loss of $304.3 million in 2010, a net loss of $451.3 million
in 2009, and a net loss of $157.2 million in 2008.

The Company's balance sheet at Sept. 30, 2011, showed $3.10
billion in total assets, $3.49 billion in total liabilities and a
$383.20 million total deficit.

                  Potential Bankruptcy Filing

According to reports, Hawker Beechcraft is readying the filing,
although the filing may take a little longer.

On March 27, 2012, the manufacturer of business jets inked a
forbearance agreement with lenders.  Under the agreement, the
lenders agree to defer until June 29, 2012, the Debtors'
obligations to make certain interest payments.  The lenders also
agree to a standstill with respect to the Debtors' failure to
satisfy financial covenants.

The New York Times' DealBook says one of the options Hawker and
its advisers are considering is a prearranged Chapter 11 filing
that has the consent of those lenders, principally a number of
hedge funds, said these people, who spoke on condition of
anonymity.  Among them are the hedge funds Centerbridge Partners
and Angelo Gordon.

DealBook notes a Hawker bankruptcy would be put an end to a 2007
private equity deal that was troubled almost from the start.  The
company was formed when Goldman Sachs and Onex Partners, the
largest private equity firm in Canada, bought Raytheon's private
jet unit for $3.3 billion, hoping to seize on the fervor for
private jets.

Hawker has hit rough times as the recession wiped out many
discretionary expenditures like private jets.

                           *     *     *

As reported by the Troubled Company Reporter on Sept. 16, 2011,
Moody's Investors Service has lowered all the credit ratings,
including the corporate family rating to Caa3 from Caa2, of Hawker
Beechcraft Acquisition Company LLC.  The rating outlook is
negative.

The downgrades reflect Hawker Beechcraft's mounting retained
deficit and Moody's view that the soft economy dims chances for
profitability anytime soon.  Although limited near-term debt
maturities exist, with the prospect of further losses Moody's
views the capital structure to be unsustainable.  Pronounced risk
that some form of restructuring of the company's debt obligations
may occur underscores the negative rating outlook.  Softness in
most developed economies should constrain demand for the smaller
and mid-sized cabin aircraft that comprise the company's Business
and General Aviation product portfolio.  While management has
aggressively lowered overhead and cut production costs, the
revenue outlook seems weak.  As of June 30, 2011, the debt to book
capital ratio was 114% and the trailing 12-month EBITDA to
interest ratio was 0.2x (Moody's adjusted basis).

According to the Dec. 5, 2011 edition of the TCR, Standard &
Poor's Ratings Services lowered its ratings on Hawker Beechcraft,
including the corporate credit rating to 'CCC' from 'CCC+'.  "The
downgrade reflects Hawker's continued poor credit protection
measures and tighter liquidity resulting from declining revenues,
significant (albeit improving) losses, and weak cash generation,"
said Standard & Poor's credit analyst Christopher DeNicolo.  "We
have concerns about the company's ability to maintain covenant
compliance."


HAWKER BEECHCRAFT: S&P Cuts Corporate Credit Rating to 'D'
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Hawker Beechcraft Inc. to 'D'. "We also lowered the
issue ratings on the company's unsecured and subordinated notes to
'D' from 'C'. The recovery ratings on these issues remain '6',
indicating likely negligible (0-10%) recovery for noteholders,
pending a further review of lenders' recovery prospects," S&P
said.

"Hawker Beechcraft did not make the approximately $28 million of
interest payments due April 2, 2012, on its unsecured and
subordinated notes, as it reported in an 8-K filed with the SEC,"
S&P said.

"The indentures governing the notes allow for a 30-day grace
period for interest payments, but not paying on the due date is a
default under our criteria," said Standard & Poor's credit analyst
Chris DeNicolo.

"In the filing, the company also stated that it was not in
compliance with the covenants in its secured credit facility as of
Dec. 31, 2011, and that it did not file its 10-K for 2011 on time
because of problems with its internal financial reporting systems.
It also stated that it expects the audit opinion in the 10-K will
express concerns by its auditors about the company's ability to
continue as a going concern," S&P said.

"Standard & Poor's had lowered the corporate credit rating to 'SD'
(selective default) on April 2, 2012, because of the belief that
Hawker Beechcraft did not make the scheduled interest payment due
March 30, 2012, on its secured credit facility. Although some of
the lenders had opted to not receive the scheduled interest
payment, our criteria considers this a default," Mr. DeNicolo
said.


HD SUPPLY: Prices Offering of $1.6 Billion Senior Secured Notes
---------------------------------------------------------------
HD Supply, Inc., announced the pricing of its previously announced
offering of Senior Secured First Priority Notes due 2019 and
Senior Secured Second Priority Notes due 2020.  The $950 million
First Priority Notes will mature on April 15, 2019, and bear
interest at a rate of 8 1/8% per annum.  The $675 million Second
Priority Notes will mature on April 15, 2020, and bear interest at
a rate of 11% per annum.  The closing of the offering of the Notes
is expected to occur on or about April 12, 2012, subject to
customary closing conditions.

The Company is also concurrently refinancing its ABL credit
facility and senior secured term loan facility.  The Senior ABL
Facility will mature on April 12, 2017, and will provide for
senior secured revolving loans and letters of credit of up to a
maximum aggregate principal amount of $1.5 billion.  The interest
rates applicable to the loans under the Senior ABL Facility will
be based on a pricing grid with, at the Company's option, (i) a
margin ranging from 1.75% to 2.25% for adjusted London inter-bank
offered rate loans or (ii) a margin ranging from 0.75% to 1.25%
for alternative base rate loans.  The Term Loan Facility will
mature on Oct. 12, 2017, and will provide for senior secured first
lien term loans in an aggregate principal amount of $1,000
million.  The interest rates applicable to the loans under the
Term Loan Facility will be based on a fluctuating rate of interest
measured by reference to either, at the Company's option, (i) an
adjusted LIBOR, plus a margin of 6.00%, or (ii) an alternate base
rate, plus a margin of 5.00%.

In addition to refinancing its ABL credit facility and senior
secured term loan facility, the Company intends to use $1.9
billion of aggregate proceeds from the sale of the First Priority
Notes and first lien term loan borrowings under the Term Loan
Facility together with borrowings under the Senior ABL Facility,
$675 million of proceeds from the sale of the Second Priority
Notes and the incurrence of $757 million of new 14 7/8% Senior
Notes due 2020 to refinance its 12.0% Senior Cash Pay Notes due
2014.

                         About HD Supply

HD Supply, Inc., headquartered in Atlanta, Georgia, is one of the
largest North American wholesale distributors supporting
residential and non-residential construction and to a lesser
extent electrical consumption and repair and remodeling.  HDS also
provides maintenance, repair and operations services.  Its
businesses are organized around three segments: Infrastructure and
Energy; Maintenance, Repair & Improvement; and, Specialty
Construction.  HDS operates through approximately 800 locations
throughout the U.S. and Canada serving contractors, government
entities, maintenance professionals, home builders and
professional businesses.

HD Supply reported a net loss of $543 million for the year ended
Jan. 29, 2012, a net loss of $619 million for the year ended
Jan. 30, 2011, and a net loss of $514 million for the year ended
Jan. 31, 2010.

The Company's balance sheet at Jan. 29, 2012, showed $6.73 billion
in total assets, $7.16 billion in total liabilities, and a
$428 million total stockholders' deficit.

                           *     *     *

HD Supply carries a 'B' corporate credit rating, with
negative outlook, from Standard & Poor's Ratings Services.

As reported by the TCR on March 30, 2012, Moody's Investors
Service upgraded HD Supply, Inc.'s ("HDS") Corporate Family Rating
to Caa1 from Caa2 and its Probability of Default Rating to Caa1
from Caa2.  This rating action reflects improvement in the
company's operations and improved credit metrics.  Also, HDS is
implementing a refinancing of its existing capital structure which
will extend its maturity profile effectively by one year to 2015.


HERCULES OFFSHORE: Closes Sale of Notes; Has $75MM Credit Pact
--------------------------------------------------------------
Hercules Offshore, Inc., on April 3, 2012, successfully completed
the issuance and sale of $300,000,000 aggregate principal amount
of 7.125% Senior Secured Notes due 2017 and $200,000,000 aggregate
principal amount of 10.25% Senior Notes due 2019.  The Notes were
sold at par.  The Company received net proceeds from the offering
of the Notes of approximately $489.5 million, after deducting the
initial purchasers' discounts and estimated offering expenses.
The Company used the net proceeds from the offering of the Notes
to repay all of the indebtedness outstanding under the prior
secured credit facility.  The Company intends to use the remaining
net proceeds for general corporate purposes, including to fund a
portion of the purchase price for the acquisition of Ocean
Columbia as well as the costs associated with the repair, upgrade
and mobilization of Ocean Columbia.

Interest on the Secured Notes will accrue from and including
April 3, 2012, at a rate of 7.125% per year and is payable semi-
annually in arrears on April 1 and October of each year, beginning
Oct. 1, 2012.  The Secured Notes mature on April 1, 2017.
Interest on the Senior Notes will accrue from and including
April 3, 2012, at a rate of 10.25% per year and is payable semi-
annually in arrears on April 1 and October 1 of each year,
beginning Oct. 1, 2012.  The Senior Notes mature on April 1, 2019.

On April 3, 2012, the Company entered into a Credit Agreement
among the Company, as borrower, its domestic subsidiaries party
thereto, as guarantors, Deutsche Bank Trust Company Americas, as
issuing bank, administrative agent and collateral agent, the banks
and other financial institutions party thereto, as lenders, and
the other agents party thereto.  The Credit Agreement provides for
a $75.0 million senior secured revolving credit facility, with a
$25.0 million sublimit for the issuance of letters of credit.  The
Credit Agreement includes procedures for increasing the
commitments thereunder by adding additional financial institutions
as lenders, or by allowing existing lenders to increase their
commitment, subject to a maximum of $35.0 million for all those
increases in commitments.

Borrowings under the Credit Agreement bear interest, at the
Company's option, at either:

   (i) the ABR (the highest of the administrative agent's prime
       rate, the federal funds rate plus 0.5%, or the one-month
       eurodollar rate plus 1%), plus an applicable margin that
       ranges between 4.0% and 5.5%, depending on the Company's
       leverage ratio; or

  (ii) the eurodollar rate plus an applicable margin that ranges
       between 3.0% and 4.5%, depending on the Company's leverage
       ratio.

In connection with the issuance and sale of Notes and new
revolving credit facility, Hercules Offshore terminated its prior
Credit Agreement dated July 11, 2007, as amended to date, among
the Company, as borrower, the subsidiaries of the Company party
thereto, as guarantors, the lenders party thereto, UBS AG,
Stamford Branch, as issuing bank, administrative agent and
collateral agent, and the other agents and parties thereto.  The
prior secured credit facility included an undrawn $140 million
revolving credit facility and an outstanding term loan of
approximately $434.2 million.  On April 3, 2012, the Company
repaid in full all outstanding indebtedness under the prior
secured credit facility, and the liens securing such obligations
were terminated.

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

                        http://is.gd/ScqQWe

                      About Hercules Offshore

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

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

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

                           *     *     *

The Troubled Company Reported said on March 23, 2012, that
Moody's Investors Service upgraded Hercules Offshore, Inc.
Corporate Family Rating (CFR) and Probability of Default Rating
(PDR) to B3 from Caa1 contingent upon the completion of its
recently announced recapitalization plan.

Hercules' B3 CFR reflects its jackup fleet, which consists
primarily of standard specification rigs with an average age of
about 30 years.  Its rigs are geographically concentrated in the
Gulf of Mexico (GoM), a market that experienced a slow-down after
the Macondo well incident.  However, over the last year a pick-up
in permitting and activity levels in the GoM, has led to higher
dayrates.  For Hercules, the improving market conditions have
stabilized its cash flow from operations, which are expected
continue to improve for at least the next 18 to 24 months as old
contracts roll into new contracts with higher dayrates.  These
improving market conditions support the decision to upgrade
Hercules' CFR at this time.

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

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


HORIYOSHI WORLDWIDE: Accumulated Losses Prompt Going Concern
------------------------------------------------------------
Horiyoshi Worldwide, Inc., filed on March 30, 2012, its annual
report on Form 10-K for the fiscal year ended Dec. 31, 2011.

EFP Rotenberg, LLP, in Rochester, New York, expressed substantial
doubt about Horiyoshi Worldwide's ability to continue as a going
concern.  The independent auditors noted that the Company has
accumulated losses of $3,732,640 since inception.

The Company reported a net loss of $2.89 million on $684,500 of
revenue for 2011, compared with a net loss of $595,581 on $496,083
of revenue for 2010.

The Company's balance sheet at Dec. 31, 2011, showed $2.92 million
in total assets, $1.06 million in total liabilities, and
stockholders' equity of $1.86 million.

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

                       http://is.gd/5N2qjG

Los Angeles, Calif.-based Horiyoshi Worldwide, Inc., is engaged in
the design and production of the "Horiyoshi" and "Heroes & Demons"
collections and the operation of its branded retail store in
London, England.


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.


IVEDA SOLUTIONS: Albert Wong Raises Going Doubt
-----------------------------------------------
Iveda Solutions, Inc., filed on March 30, 2012, its annual report
on Form 10-K for the fiscal year ended Dec. 31, 2011.

Albert Wong & Co., in Hong Kong, expressed substantial doubt about
Iveda Solutions' ability to continue as a going concern.  The
independent auditors noted that the Company has suffered recurring
losses from operations and has a significant accumulated deficit.
"In addition, the Company continues to experience negative cash
flows from operations."

The Company reported a net loss of $4.46 million on $2.82 million
of revenue for 2011, compared with a net loss of $1.95 million on
$940,008 revenue for 2010.

The Company's balance sheet at Dec. 31, 2011, showed $3.88 million
in total assets, $1.44 million in total liabilities, and
stockholders' equity of $2.44 million.

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

                       http://is.gd/mPQk25

Iveda Solutions, Inc., is a premier online surveillance technology
innovator and Managed Video Services provider.  Based in Mesa,
Ariz., with a subsidiary in Taiwan (MEGAsys), the Company develops
and markets enterprise-class video hosting and real-time remote
surveillance services.  Iveda Solutions has a SAFETY Act
Designation by the Department of Homeland Security as a Qualified
Anti-Terrorism Technology provider.


JAKE'S GRANITE: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Jake's Granite Supplies, L.L.C.
        47020 North Black Canyon Highway
        New River, AZ 85087

Bankruptcy Case No.: 12-06845

Chapter 11 Petition Date: April 3, 2012

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

Judge: James M. Marlar

Debtor's Counsel: Daniel E. Garrison, Esq.
                  ANDANTE LAW GROUP OF DANIEL E. GARRISON, PLLC
                  Scottsdale Financial Center I
                  4110 North Scottsdale Road, Suite 330
                  Scottsdale, AZ 85251
                  Tel: (480) 421-9449
                  Fax: (480) 522-1515
                  E-mail: dan@andantelaw.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 Clay Sourant, member.


JEFFERSON COUNTY: Ala. Lawmakers Have 15 Days to Find Bankr. Fix
----------------------------------------------------------------
American Bankruptcy Institute reports that Alabama lawmakers, with
15 working days left in their legislative session, are considering
at least two ways to fix a revenue shortfall that prompted
Jefferson County to miss a $15 million bond payment.


JEFFERSON COUNTY, AL: S&P Cuts SPUR on 2004A GO Warrants to 'D'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its underlying rating
(SPUR) to 'D' from 'C' on Jefferson County, Ala.'s series 2003A
general obligation (GO) capital improvement and refunding
warrants and series 2004A GO capital improvement warrants, and
removed the ratings from CreditWatch with negative implications,
where they were placed on Nov. 11, 2011, because of the county's
failure to make a principal payment on the GO warrants when due on
April 1, 2012.

"At the same time, we affirmed our 'C' long-term rating and SPUR
on the county's series 2000 GO limited-tax school warrants and the
Jefferson County Public Building Authority's series 2006 lease
revenue warrants, and removed the rating on each issue (the
ratings on the series 2000 and 2006 warrants are not on parity)
from CreditWatch with negative implications. The outlooks on the
series 2000 and 2006 ratings are negative," S&P said.


JENNE HILL: Asks Court or 30-Day Extension of Plan Filing Period
----------------------------------------------------------------
Jenne Hill Townhomes, L.L.C., asks the U.S. Bankruptcy Court for
the Western District of Missouri to grant it an additional 30 days
to file its proposed plan of reorganization and extend the
exclusive period to file a plan until April 20, 2012.

The Debtor is currently discussing the contours of a potential
plan with Wells Fargo, N.A., which possesses a security interest
in substantially all of the Debtor's assets.  The parties need an
additional 30 days to attempt to reach a resolution with respect
to the terms of a plan.

Bryan C. Bacon, Esq., at Van Matre, Harrison, Hollis, Taylor, and
Bacon, P.C., the attorney for the Debtor, assures the Court that
no party in interest would be prejudiced by the Court granting the
Debtor an additional 30 days 30 days to file its plan and granting
the Debtor an additional 30 days of exclusivity.

                          About Jenne Hill

Columbia, Missouri-based Jenne Hill Townhomes, L.L.C., is a
Missouri limited liability company that owns and operates a
complex of high end townhomes in Columbia, Missouri.  The Debtor
filed for Chapter 11 bankruptcy (Bank. W.D. Mo. Case No.11-22129)
on Dec. 22, 2011.  In its schedules, the Debtor disclosed
$14,131,453 in assets and $9,743,209 in liabilities.

The petition was signed by Fredd Spencer, manager.  Judge Dennis
R. Dow presides over the case.  Bryan C. Bacon, Esq., at Van
Matre, Harrison, Hollis, and Taylor, P.C., in Columbia, Missouri,
serves as the Debtor's counsel.


L.P. JULIAN: Case Summary & 2 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: L.P. Julian Realty LLC
        1877 E. 9th Street
        Brooklyn, NY 11223

Bankruptcy Case No.: 12-42453

Chapter 11 Petition Date: April 3, 2012

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

Judge: Nancy Hershey Lord

Debtor's Counsel: Bruce Weiner, Esq.
                  ROSENBERG MUSSO & WEINER LLP
                  26 Court Street, Suite 2211
                  Brooklyn, NY 11242
                  Tel: (718) 855-6840
                  Fax: (718) 25-1966
                  E-mail: rmwlaw@att.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 two largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/nyeb12-42453.pdf

The petition was signed by Toby Luria, managing member.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Rich Nich Realty                      12-40505            01/27/12


LANCELOT INVESTORS: 7th Circ. Revives Trustee's Auditor Suit
------------------------------------------------------------
Amanda Bransford at Bankruptcy Law360 reports that the Seventh
Circuit on April 3 vacated a lower court's judgment that the
Chapter 7 trustee of Lancelot Investors Fund LP cannot hold
auditor McGladrey & Pullen LLP responsible for failing to detect
criminal fraud, ruling that the court should have determined when
the funds' manager knew of the fraud.

Lancelot Investors Fund, LP, and 18 related entities filed Chapter
7 petitions (Bankr. N.D. Ill. Case No. 08-28225) October 20, 2008,
blaming a $1.5 billion loss in the collapse of Petters Group
Worldwide, LLC.  FBI agents raided Mr. Petters' home and a number
of his businesses on Sept. 24, 2008.  A federal grand jury in the
District of Minnesota indicted Mr. Petters on December 1, 2008, on
charges of mail and wire fraud, conspiracy to commit mail and wire
fraud, money laundering and conspiracy to commit money
laundering.Federal authorities accused Petters Group's founder,
Thomas Petters, of orchestrating a massive ponzi scheme.  Mr.
Petters is now in jail.

Ronald R. Peterson, Esq., at Jenner & Block LLP in Chicago serves
as the Chapter 7 trustee.  Mr. Peterson reported that as of
October 11, 2008, the Debtors collectively purportedly had assets
with a value of $1.78 billion and liabilities totalling
$275.7 million.  Approximately $1.5 billion of the Debtors' assets
purportedly consist of loans to or investments
in Peters Group Worldwide and related entities.


LANDRY'S INC: S&P Affirms 'B' Corp. Credit Rating; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its existing ratings
on Houston-based restaurant operator, Landry's Inc., including the
'B' corporate credit rating. The outlook is stable.

"At the same time, we assigned a 'B+' (one notch above the
corporate credit rating) issue-level rating on the company's
proposed secured bank credit facilities. These facilities include
a $250 million revolver, a $200 million term loan A, and a $950
million term loan B. The recovery rating is '2', indicating our
expectation of substantial (70% to 90%) recovery for lenders in
the event of a payment default," S&P said.

"Upon completion of the transactions, we will withdraw the ratings
on Landry's existing debt, as well as all ratings on Fertitta
Morton's Restaurants Inc.," S&P said.

"The ratings reflect our view that the proposed business
combination under Landry's Inc. will augment its EBITDA in 2012 on
cost reduction and business growth, and that debt reduction from
generated cash flows will improve credit metrics modestly in the
near term," said Standard & Poor's credit analyst Andy Sookram.

"The stable outlook on Landry's incorporates our expectation that
operating performance should strengthen modestly over the next few
quarters on benefits from profit improvement initiatives and
business growth. We expect EBITDA margins of about 18.5% and
anticipate the company using a substantial portion of excess cash
flows for debt reduction. As a result, we see leverage declining
to nearly 5x, FFO to debt increasing to slightly over 12%, and
interest coverage increasing to 2.5x. We do not anticipate sizable
dividends or acquisitions in the near term," S&P said.

"We could lower the ratings if EBITDA margins drop to under 13%,
either due to operational difficulties associated with business
consolidation or greater-than-foreseeable commodity cost
inflation, or if the company pursues large debt-financed
acquisitions or dividends that cause leverage to elevate and stay
above 6x. A negative rating action could also occur if covenant
cushion tightens to below 10% or if liquidity declines
substantially from current levels," S&P said.

"We could consider a positive rating action if, in our assessment,
we determined that the company's business risk profile improves
and can withstand temporary swings in leverage to support
additional modest-sized business consolidation," S&P said.


LEVEL 3: Messrs. Clontz and Chilton Named to Board of Directors
---------------------------------------------------------------
Level 3 Communications, Inc.' board of directors elected Steven T.
Clontz and General Kevin P. Chilton as members of the Board,
effective April 5, 2012.  Mr. Clontz and General Chilton will each
serve until the Level 3 2012 Annual Meeting of Stockholders on
May 24, 2012.  Both Mr. Clontz and General Chilton have been
nominated for reelection to a one year term on the Board, which
nomination along with all other nominations will be voted upon by
the Level 3 stockholders at the 2012 Annual Meeting.

Mr. Clontz replaced Lee Theng Kiat, who resigned from the Board
effective April 5, 2012.  Mr. Lee's resignation from the Board did
not result from any disagreement with the Board or members of
management, and was a result of Mr. Lee being named president and
general counsel of Temasek Holdings (Temasek) effective April 1,
2012.  General Chilton filled a vacancy created by the Board's
increasing the size of the Board to 12.

In connection with Level 3's acquisition of Global Crossing
Limited, on April 10, 2011, Level 3 entered into a Stockholder
Rights Agreement with STT Crossing Ltd., which was the majority
shareholder of Global Crossing.  Pursuant to the STT Stockholder
Rights Agreement, STT Crossing currently has the right to nominate
three individuals for election to the Board and also has the right
to designate for nomination a substitute designee should any one
of its previously appointed designees resign.  Mr. Clontz was
elected to the Board pursuant to these contractual requirements.

Steven T. Clontz served as a member of the executive committee of
Global Crossing Limited from December 2003 until its sale to Level
3 in October 2011.  Mr. Clontz has been Senior Executive Vice
President for North America and Europe of Singapore Technologies
Telemedia Pte Ltd since January 2010.  He was chief executive
officer of StarHub Ltd from 1999 to 2009, and has served as a
director of StarHub Ltd since 1999.  From December 1995 through
December 1998, Mr. Clontz served as chief executive officer,
president and a director of IPC Information Systems, based in New
York City.  Prior to that, Mr. Clontz worked at BellSouth
International, joining in 1987 and holding senior executive
positions of increasing responsibility, serving the last three
years as president Asia-Pacific.  Mr. Clontz has served as a
director of InterDigital, Inc., since 1998 and Equinix since 2005.
Mr. Clontz began his career as an engineer with Southern Bell in
1973.  Mr. Clontz was also appointed to the Board's Nominating and
Governance Committee.

General Kevin P. Chilton retired from the U.S. Air Force after 34
years of service in February 2011.  General Chilton served as
Commander, U.S. Strategic Command, from 2007 through 2011,
overseeing operations for the U.S. Department of Defense nuclear,
space and cyberspace operations.  From 2006 to 2007, General
Chilton served as Commander of Air Force Space Command, where he
was responsible for all Air Force space and nuclear ICBM programs.
He previously served in a variety of command positions and as a
pilot and test pilot.

Mr. Clontz and General Chilton will earn fees for Board service
consisting of a $75,000 annual cash retainer as well as a $10,000
annual cash retainer as a member of the Board's Nominating and
Governance Committee and Classified Business and Security
Committee, respectively.  Level 3 will also compensate Mr. Clontz
and General Chilton with a grant of restricted stock units as of
July 1 of each year, with the number of units determined by
dividing $150,000 by the volume-weighted average price of our
common stock over the period from January 1 to June 30, subject to
a cap of 6,666 units.  These restricted stock units vest and
settle in shares of Level 3's common stock, par value $.01 per
share, on the first anniversary of grant.

Each of Mr. Clontz and General Chilton is also being awarded an
initial grant of restricted stock units with a value of $150,000
on the date of grant.  The restrictions on transfer for this
initial grant lapse 100% on the third anniversary of the date of
grant.

                    About Level 3 Communications

Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc., is a publicly traded international communications company
with one of the world's largest communications and Internet
backbones.

The Company reported a net loss of $756 million in 2011, a net
loss of $622 million in 2010, and a net loss of $618 million in
2009.

The Company's balance sheet at Dec. 31, 2011, showed
$13.18 billion in total assets, $11.99 billion in total
liabilities, and $1.19 billion in total stockholders' equity.

                           *     *     *

Level 3 Communications carries a 'Caa1' corporate family rating,
and 'Caa2' probability of default rating, with negative outlook
from Moody's, a 'B-' issuer default rating from Fitch, and 'B-'
long term issuer credit ratings from Standard & Poor's.


LIGHTSQUARED INC: Bank Debt Trades at 54% Off in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which LightSquared Inc.
is a borrower traded in the secondary market at 45.83 cents-on-
the-dollar during the week ended Friday, April 6, 2012, an
increase of 2.73 percentage points from the previous week
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  The Company pays 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 167 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.

                   Potential Bankruptcy Filing

Harbinger Capital Partners' Phil Falcone said he is considering
seeking bankruptcy protection for LightSquared Inc.

A bankruptcy filing is "one of the options I am considering," the
hedge fund manager said in an e-mail 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.

LightSquared is a company that plans to develop a wholesale 4G LTE
wireless broadband communications network integrated with
satellite coverage across the United States.  But the plan hit a
roadblock when the U.S. military and others complained that the
planned service would disrupt global positioning system equipment.


LUCID INC: Deloitte & Touche Raises Going Concern Doubt
-------------------------------------------------------
Lucid, Inc., filed its annual report on Form 10-K for the fiscal
year ended Dec. 31, 2011.

Deloitte & Touche LLP, in Rochester, New York, expressed
substantial doubt about Lucid's ability to continue as a going
concern.  The independent auditors noted that of the Company's
recurring losses from operations, deficit in equity, and projected
need to raise additional capital to fund operations.

The Company reported a net loss of $9.05 million on $3.58 million
of total revenue for 2011, compared with a net loss of
$4.30 million on $4.30 million on $2.63 million of total revenue
for 2010.

The Company's balance sheet at Dec. 31, 2011, showed $6.29 million
in total assets, $6.96 million in total liabilities, and a
stockholders' deficit of $665,220.

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

                       http://is.gd/8YFcPa

Rochester, N.Y.-based Lucid, Inc., is a medical device company
that designs, manufactures and sells non-invasive cellular imaging
devices that assist physicians in the early detection of disease.
The Company's VivaScope(R) platform produces rapid noninvasive,
high-resolution cellular images for subsequent diagnostic review
by physicians, pathologists and other diagnostic readers.


MASTER SILICON: Vicis Capital Discloses 89.3% Equity Stake
----------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Vicis Capital LLC disclosed that, as of
Sept. 1, 2011, it beneficially owns 19,544,349 shares of common
stock of Master Silicon Carbide Industries, Inc., representing
89.3% of the shares outstanding.  A copy of the filing is
available for free at http://is.gd/GEhL4e

                        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.


MERRIMACK PHARMA: PwC Raises Going Concern Doubt
------------------------------------------------
Merrimack Pharmaceuticals, Inc., filed on March 30, 2012, its
annual report on Form 10-K for the fiscal year ended Dec. 31,
2011.

PricewaterhouseCoopers LLP, in Boston, Massachusetts, expressed
substantial doubt about Merrimack Pharmaceuticals' ability to
continue as a going concern.  The independent auditors noted that
the Company has suffered recurring losses from operations and has
insufficient capital resources available as of Dec. 31, 2011, to
fund planned operations through 2012.

The Company reported a net loss of $79.68 million on
$34.22 million of research and development revenues for 2011,
compared with a net loss of $50.16 million on $20.31 million of
research and development revenues for 2010.

The Company's balance sheet at Dec. 31, 2011, showed
$85.30 million in total assets, $106.99 million in total
liabilities, $268.23 million in convertible preferred stock,
$574,000 in non-controlling interest, and a shareholders' deficit
of $290.49 million.

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

                       http://is.gd/dDNI5T

Cambridge, Mass.-based Merrimack Pharmaceuticals, Inc., a
biopharmaceutical company discovering, developing and preparing to
commercialize innovative medicines consisting of novel
therapeutics paired with companion diagnostics.  The Company's
initial focus is in the field of oncology.  The Company has five
programs in clinical development.  In it most advanced program,
the Company is conducting a pivotal Phase 3 clinical trial.


MMSH LLC: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: MMSH LLC
        1257 Ocean Parkway
        Brooklyn, NY 11230

Bankruptcy Case No.: 12-42513

Chapter 11 Petition Date: April 5, 2012

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

Judge: Jerome Feller

Debtor's Counsel: David Carlebach, Esq.
                  LAW OFFICES OF DAVID CARLEBACH, ESQ.
                  40 Exchange Place, Suite 1306
                  New York, NY 10005
                  Tel: (212) 785-3041
                  Fax: (646) 355-1916
                  E-mail: david@carlebachlaw.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 Nediva Schwartz, managing member.


MILLENIUM INSTITUTE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Millenium Institute For ADN Inc.
        Calle Cosme#8 Reparto San Lucas
        Parcelas Canejas
        San Juan, PR 00926

Bankruptcy Case No.: 12-02689

Chapter 11 Petition Date: April 5, 2012

Court: U.S. Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Isabel M. Fullana, Esq.
                  GARCIA ARREGUI & FULLANA PSC
                  252 Ponce De Leon Avenue, Suite 1101
                  San Juan, PR 00918
                  Tel: (787) 766-2530
                  Fax: (787) 756-7800
                  E-mail: isabelfullana@gmail.com

Scheduled Assets: $4,550,939

Scheduled Liabilities: $5,491,943

The Company's list of its 20 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/prb12-02689.pdf

The petition was signed by Juan Jose Rodriguez, president.


MPG OFFICE: Names Jeanne Lazar as VP, Chief Accounting Officer
--------------------------------------------------------------
Jeanne M. Lazar commenced employment as Vice President, Chief
Accounting Officer of MPG Office Trust, Inc.  In that capacity,
Ms. Lazar will serve as the Company's principal accounting
officer.  The term of employment commenced on April 2, 2012, and
will end on Sept. 30, 2013.  Following that period, Ms. Lazar's
employment with the Company will become "at will."

Ms. Lazar, age 43, most recently served as Senior Vice President,
Finance at the Irvine Company in its office properties division,
where she worked from July 2007 to January 2012.  Prior to joining
the Irvine Company, Ms. Lazar spent 15 years at The John Buck
Company, where she was Principal and Controller.  Ms. Lazar is a
certified public accountant and holds a bachelor's degree in
accounting from the University of Illinois, Chicago.

                       About MPG Office Trust

MPG Office Trust, Inc., fka Maguire Properties Inc. --
http://www.mpgoffice.com/-- is the largest owner and operator of
Class A office properties in the Los Angeles central business
district and is primarily focused on owning and operating high-
quality office properties in the Southern California market.  MPG
Office Trust is a full-service real estate company with
substantial in-house expertise and resources in property
management, marketing, leasing, acquisitions, development and
financing.

The Company has been focused on reducing debt, eliminating
repayment and debt service guarantees, extending debt maturities
and disposing of properties with negative cash flow.  The first
phase of the Company's restructuring efforts is substantially
complete and resulted in the resolution of 18 assets, relieving
the Company of approximately $2.0 billion of debt obligations and
potential guaranties of approximately $150 million.

The Company reported net income of $98.22 million in 2011,
compared with a net loss of $197.93 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $2.28 billion
in total assets, $3.21 billion in total liabilities, and a
$927.92 million total deficit.


NCO GROUP: Incurs $281.7 Million Net Loss in 2011
-------------------------------------------------
Expert Global Solutions, Inc., f/k/a NCO Group, Inc., filed with
the U.S. Securities and Exchange Commission its annual report on
Form 10-K disclosing a net loss of $281.72 million on $1.54
billion of total revenues in 2011, a net loss of $155.71 million
on $1.57 billion of total revenues in 2010, and a net loss of
$88.14 million on $1.52 billion of total revenues in 2009.

The Company's balance sheet at Dec. 31, 2011, showed $916.67
million in total assets, $1.11 billion in total liabilities and a
$194.94 million total stockholders' deficit.

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

                        http://is.gd/lQzeeE

Expert Global filed a Form 15 notifying the SEC of its suspension
of its duty under Section 15(d) to file reports required by
Section 13(a) of the Securities Exchange Act of 1934 with respect
to its:

  * Floating Rate Senior Notes due 2013;
  * Guarantees of Floating Rate Senior Notes due 2013;
  * 11.875% Senior Subordinated Notes due 2014; and
  * Guarantees of 11.875% Senior Subordinated Notes due 2014.

Pursuant to Rule 12h-3, the Company is suspending reporting
because there are currently no holder of the securities as of
April 6, 2012.

                        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.

                           *     *     *

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.


NEWPAGE CORP: Creditors Seek More Time to Probe $1.7BB LBO
----------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that NewPage Corp.'s
unsecured creditors asked a Delaware bankruptcy judge Monday for
extra time to investigate the company's $1.7 billion leveraged
buyout of another paper manufacturer in 2007, which they say may
have left NewPage insolvent.

Law360 relates that the official committee of unsecured creditors
filed a motion seeking another 45 days to decide whether to
challenge the claims of lenders that financed the buyout of Stora
Enso North America Inc., which more than doubled the NewPage's
debt load to $3.2 billion.

                        About NewPage Corp.

Headquartered in Miamisburg, Ohio, NewPage Corporation was the
leading producer of printing and specialty papers in North
America, based on production capacity, with $3.6 billion in net
sales for the year ended Dec. 31, 2010.  The company's product
portfolio is the broadest in North America and includes coated
freesheet, coated groundwood, supercalendered, newsprint and
specialty papers.  These papers are used for corporate collateral,
commercial printing, magazines, catalogs, books, coupons, inserts,
newspapers, packaging applications and direct mail advertising.

NewPage owns paper mills in Kentucky, Maine, Maryland, Michigan,
Minnesota, Wisconsin and Nova Scotia, Canada.  These mills have a
total annual production capacity of roughly 4.1 million tons of
paper, including roughly 2.9 million tons of coated paper, roughly
1.0 million tons of uncoated paper and roughly 200,000 tons of
specialty paper.

NewPage, along with affiliates, filed Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 11-12804) on Sept. 7,
2011.  Martin J. Bienenstock, Esq., Judy G.Z. Liu, Esq., and
Philip M. Abelson, Esq., Dewey & Leboeuf LLP, in New York, serve
as counsel.  Laura Davis Jones, Esq., at Pachulski Stang Ziehl &
Jones LLP, in Wilmington, Delaware, serves as co-counsel.  Lazard
Freres & Co. LLC is the investment banker, and FTI Consulting Inc.
is the financial advisor.  Kurtzman Carson Consultants LLC is the
claims and notice agent.  In its balance sheet, the Debtors
disclosed $3.4 billion in assets and $4.2 billion in total
liabilities as of June 30, 2011.

At an organizational meeting of creditors held on Sept. 21, 2011,
the Committee selected Paul Hastings LLP as its bankruptcy
counsel and Young Conaway Stargatt & Taylor, LLP to act as its
Delaware and conflicts counsel.

NewPage prevailed over most objections from the official
creditors' committee and won agreement from the bankruptcy judge
on final approval of $600 million in secured financing.

Moody's Investors Service assigned a Ba2 rating to the
$350 million first-out revolving debtor-in-possession credit
facility and a B2 rating to the $250 million second-out debtor-in-
possession term loan for NewPage.


OPTIMIZERX CORP: Silberstein Ungar Raises Going Concern Doubt
-------------------------------------------------------------
OptimizeRx Corporation filed on March 30, 2012, its annual report
on Form 10-K for the fiscal year ended Dec. 31, 2011.

Silberstein Ungar, PLLC, in Bingham Farms, Michigan, expressed
substantial doubt about OptimizeRx's ability to continue as a
going concern.  The independent auditors noted that has limited
working capital, has received limited revenue from sales of
products or services, and has incurred losses from operations.

The Company reported a net loss of $2.12 million on $1.11 million
of revenue for 2011, compared with a net loss of $2.01 million on
$71,065 of revenue for 2010.

The Company's balance sheet at Dec. 31, 2011, showed $2.89 million
in total assets, $1.30 million in total liabilities, and
stockholders' equity of $1.59 million.

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

                       http://is.gd/TQXPSa

Rochester, Mich.-based OptimizeRx Corporation provides unique
consumer and physician platforms to help patients better afford
and comply with their medicines and healthcare products, while
offering pharmaceutical and healthcare companies effective ways to
expand patient awareness, access and adherence to their brands.


OSX ENERGY: Case Summary & 3 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: OSX Energy Corp.
        P.O. Box 940247
        Plano, TX 75094
        Tel: (214) 454-1881

Bankruptcy Case No.: 12-40880

Chapter 11 Petition Date: April 3, 2012

Court: U.S. Bankruptcy Court
       Eastern District of Texas (Sherman)

Judge: Brenda T. Rhoades

Debtor's Counsel: Mohammed S. Sajeel Khaleel, Esq.
                  KHALEEL & ASSOCIATES, PC
                  9401 LBJ Freeway, Suite 400
                  Dallas, TX 75243
                  Tel: (972) 808-0777
                  E-mail: skhaleel@khaleellaw.com

Scheduled Assets: $2,627,370

Scheduled Liabilities: $3,951,286

The Company's list of its three largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/txeb12-40880.pdf

The petition was signed by Tony Arterburn, Sr., president and
director.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Elam Road LP et. al.                  09-32164            04/06/09


PACE AIRLINES: Trustee Begins Process to Pay Wages and Benefits
---------------------------------------------------------------
Richard Craver at Winston-Salem Journal reports the bankruptcy
trustee for Pace Airlines Inc. has started the process of
providing wage and benefit compensation to its former 423
employees.

The report relates that it's not clear how long it will take.
Edwin Allman III has said he expects to close the estate by the
end of 2013.  Mr. Allman cautioned that employees will not be made
whole for their missing pay and up to six days of vacation pay,
and that no unsecured creditor claims other than employee wages
will be paid.

According to the report, Mr. Allman said in a legal filing that
the Pace estate holds $1.86 million after the liquidation of all
of its discovered assets.  He is requesting a hearing on his
disbursement motion.  Most of the estate's money came through a
$1 million settlement reached Feb. 29 with the insurer
representing William Rodgers Sr.

The report notes paying the employees is the first priority after
attorney and administrative fees and expenses are deducted.

The report relates Mr. Allman has not listed the amount of those
expenses but said they include overdue lease payments to the
Airport Commission of Forsyth County.  In November 2009, the
commission sued Pace for just more than $1 million in back rent.
He said he is negotiating with the Forsyth airport authority to
resolve its administrative rent claim.

In August 2010, the N.C. Labor Department filed a claim for
$1.5 million in back wages with Mr. Allman.  The agency is
requesting interest on the wages as well.

"We have been advised that, eventually, distributions will be
made," said Dolores Quesenberry, a spokeswoman for the state labor
agency.  "The department continues to work with the trustee as
necessary as claims are sorted, evaluated and prioritized in
accordance with the U.S. bankruptcy code."

As part of settling a lawsuit filed by a former employee involving
the WARN Act, Mr. Allman has agreed to pursue -- but is unlikely
to get -- 60 days of back pay and benefits for Mr. Rodgers failing
to provide 60 days' notice of the company shutdown.  A hearing on
Mr. Allman's WARN Act request is set for April 11.

Altogether, it's likely the most any employee would receive would
be $10,950.

The filing is the latest legal development involving the defunct
airline.

On March 21, Allman filed a motion in U.S. Bankruptcy Court to
approve moving $6.08 million in claims against Pace from secured
to unsecured status.  Mr. Allman objected to 16 secured claims.
He said that because the estate has no property to serve as
collateral, it negates the secured claims.

The report notes the only major litigation remaining for the Pace
estate is with Southern Sky Air & Tours LLC, doing business as
Direct Air.  Mr. Allman has received permission to pursue $1.46
million from Southern Sky, based on a breach-of-contract lawsuit
filed by Pace shortly before its collapse.

Pace Airlines was an American charter airline based in Winston-
Salem, North Carolina.  In September 2009, Pace Airlines filed for
Chapter 7 under the U.S. Bankruptcy Code.


PERRY KOPLIK: Court Rules in Plan Trustee's Suit v. Directors
-------------------------------------------------------------
In the lawsuit, Michael S. Fox, as Litigation Trustee of Perry H.
Koplik & Sons, Inc., v. Michael Koplik and Alvin Siegel, Adv.
Proc. 04-02490 (Bankr. S.D.N.Y.), Litigation Trustee Michael Fox
seeks to recover $30 million from Michael Koplik and Alvin Siegel
-- the Debtor's two most senior officers, and two of its three
directors -- principally for alleged breaches of fiduciary duty.
The Debtor was forced into bankruptcy after suffering losses on
uncollectible debt, most significantly by reason of extensions of
trade credit and outright loans to its customer American Tissue
Inc., which went into bankruptcy itself.

Bankruptcy Judge Robert E. Gerber finds Messrs. Koplik's and
Siegel's level of care as officers and directors to have been
grossly deficient -- even recognizing, as the Court thinks it
should, different levels of formality under which closely held
corporations operate, and the critical distinction between
management "best practices" and that which is necessary to meet
minimal acceptable standards.  In several respects, the Court
finds the conduct, and related testimony, of Messrs. Koplik and
Siegel to be outrageous.  And the Court finds, in the case of each
of Messrs. Koplik and Siegel, constructive fraudulent transfers
and breaches of the duty of loyalty as well as that of care, when
they authorized the forgiveness of loans to themselves after the
Debtor was insolvent.

But except for the loan forgiveness claims -- where the resulting
damages are in the hundreds of thousands, not millions -- and a
number of areas where any mismanagement did not diverge so much
from accepted standards as to be actionable, Judge Gerber said
several issues of law, as to which New York law is thin, make the
Trustee's case nevertheless difficult -- the most significant of
which is causation, since notwithstanding the lack of care with
which the loans and other extensions of credit to American Tissue
were made, American Tissue's financial statements were fraudulent.
And the Court must also consider legal issues with respect to the
extent to which different standards should be applied in light of
the fact that the Debtor was closely held, and whether it matters
that at the time the extensions of credit were made, the Debtor
was not yet insolvent.

As a legal matter, Judge Gerber held that under the New York law,
while lesser degrees of corporate formality are acceptable for
closely held corporations, the duty of care is imposed on officers
and directors of closely held corporations as well.  The Court
further concludes, also as legal matters, that it does not matter
that violations of the duty of care took place when the Debtor was
not yet insolvent, and that adherence to the duty of care is
required irrespective of who might have standing to challenge
wrongful conduct.  And as a factual matter, the Court finds that
the Trustee proved breaches of the duty of care, on the part of
each of Messrs. Koplik and Siegel, with respect to the loans to
American Tissue and (though the matter is closer) the trade credit
to American Tissue as well.

But on the most difficult question, causation, Judge Gerber held
that, as mixed questions of fact and law, that with respect to
many of the failures on the part of Messrs. Koplik and Siegel, as
serious as they were, those failures did not cause the resulting
loss, or were trumped by intervening cause.  Ultimately, only the
failures to take the basic steps necessary to protect the Debtor's
ability to collect on its trade receivables credit insurance --
"Trade Credit Insurance Policy and the extensions of credit to a
company owned by a Koplik family member, which were violative of
the duties of good faith and of loyalty -- can be found to have
caused the Debtor's losses.  With the accounting fraud at American
Tissue, it is more likely than not that the remaining American
Tissue losses would have taken place even if the pre-lending due
diligence and documentation had been properly accomplished.  In
any event, the Trustee did not meet his burden to prove otherwise.
Those losses must be regarded as subject to that intervening
cause.

Thus, Judge Gerber held that some, but less than all, of the many
violations of the duty of care have satisfied causation
requirements.

Accordingly, Judge Gerber proposed that judgment be entered
against Messrs. Koplik and Siegel for $5.4 million of the Debtors'
losses with respect to American Tissue.  The Court further
proposed that judgment be entered against Mr. Koplik in the
additional amount of $52,494 for his violations of the duties of
loyalty and care in extensions of credit to Liberty Umbrella
Corporation, a supplier of promotional materials owned by Koplik
family members.  The Court further proposed that (with an
appropriate credit for any amounts paid on account of the
fraudulent transfer claims) judgment be entered, for breaches of
their duties of care and loyalty, against Mr. Koplik for the
Debtors' aggregate of $399,800 in losses associated with the loan
forgiveness to each of Messrs. Koplik and Siegel, and against
Siegel for the $100,000 in losses associated with the loan
forgiveness to himself.  Judgment should also be entered against
Mr. Koplik, in the amount of $299,800, and Mr. Siegel, in the
amount of $100,000, on the fraudulent transfer claims.

The Court's March 30, 2012 Proposed Findings of Fact and
Conclusions of Law is available at http://is.gd/zNcNTgfrom
Leagle.com.

                     About Perry Koplik & Sons

Perry Koplik & Sons, Inc., operated primarily as a broker of waste
paper, pulp, tissue, and other paper grades.  In addition to
acting as a broker, it acted as sales agent as well as a
distributor.

On Nov. 2, 2001, Perry Koplik's Board of Directors, with the
advice of Realization Services, approved a plan providing for an
out of court liquidation of its assets.  On Nov. 9, 2001, Fleet
Bank notified the Company it was in default under a $60 million
secured revolving credit facility, citing the Debtor's exposure to
its customer American Tissue Inc. and the Debtor's default with
respect to many covenants under the Revolver.

American Tissue filed for Chapter 11 bankruptcy (Bankr. D. Del.
Case No. 01-_____) on Sept. 10, 2001, after its proposed bond
issue of $400 million dollars failed in the summer of 2001.  The
case later was converted to chapter 7 on April 22, 2004.

In March 2002, four of Perry Koplik's creditors filed an
involuntary petition (Bankr. S.D.N.Y. Case No. 02-40648) under
chapter 7 of the Bankruptcy Code.  Soon thereafter, creditors
sought the appointment of an interim trustee, on the ground that
the Debtor had been mismanaged while conducting its operations.
Thereafter, the case was converted from chapter 7 to chapter 11,
and a reorganization plan (for a controlled liquidation) for the
Debtor was thereafter confirmed.  Under the Plan, Michael Fox was
appointed as Litigation Trustee, charged with bringing litigation
on behalf of the Debtor's estate.

Christopher R. Belmonte, Esq., and Pamela A. Bosswick, Esq. --
cbelmonte@ssbb.com -- at Satterlee Stephens Burke & Burke LLP, New
York, New York, represent the Trustee.


PGI INCORPORATED: BKD LLP Raises Going Concern Doubt
----------------------------------------------------
PGI Incorporated filed on March 30, 2012, its annual report on
Form 10-K for the fiscal year ended Dec. 31, 2011.

BKD, LLP, in St. Louis, Missouri, expressed substantial doubt
about PGI Incorporated's ability to continue as a going concern.
The independent auditors noted that the Company has a significant
accumulated deficit, and is in default on its primary debt,
certain sinking fund and interest payments on its convertible
subordinated debentures and its convertible debentures.

The Company reported a net loss of $5.48 million on $56,000 of
revenues for 2011, compared with a net loss of $4.93 million on
$46,000 of revenues for 2010.

The Company's balance sheet at Dec. 31, 2011, showed $1.47 million
in total assets, $64.93 million in total liabilities, and a
stockholders' deficit of $63.46 million.

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

                       http://is.gd/woFZwY

St. Louis, Mo.-based PGI Incorporated, a Florida corporation, was
founded in 1958, and up until the mid 1990's was in the business
of building and selling homes, developing and selling home sites
and selling undeveloped or partially developed tracts of land.
Over approximately the last 15 years, the Company's business focus
and emphasis changed substantially as it concentrated its sales
and marketing efforts almost exclusively on the disposition of its
remaining real estate.  This change was prompted by its continuing
financial difficulties due to the principal and interest owed on
its debt.

Presently, the most valuable remaining asset of the Company is a
parcel of 366 acres located in Hernando County, Florida.  The
Company also owns a number of scattered sites in Charlotte County,
Florida (the "Charlotte Property"), but most of these sites are
subject to easements which markedly reduce their value and/or
consist of wetlands of indeterminate value.  As of Dec. 31, 2011,
the Company also owned six single family lots, located in Citrus
County, Florida.

As of Dec. 31, 2011, the Company had no employees, and all
services provided to the Company are through contract services.


PINNACLE AIRLINES: Common Stock to be Delisted from NASDAQ
----------------------------------------------------------
Pinnacle Airlines Corp. received a deficiency letter from The
NASDAQ Stock Market notifying the Company that in accordance with
Listing Rules 5101, 5110(b), and IM-5101-1, the staff of NASDAQ
has determined that the Company's securities will be delisted from
NASDAQ.

The NASDAQ staff reached its decision under NASDAQ Listing Rules
5101, 5110(b), and IM-5101-1 following the Company's announcement
that the Company and its subsidiaries, Colgan Air, Inc., Mesaba
Aviation, Inc., Pinnacle Airlines, Inc., and Pinnacle East Coast
Operations Inc., voluntarily filed petitions for relief under the
provisions of Chapter 11 of the United States Bankruptcy Code in
the United States Bankruptcy Court for the Southern District of
New York.  The Chapter 11 Cases are being administered under the
caption "In re Pinnacle East Coast Operations Inc.," Case No. 12-
11343.

Given these continued listing requirements, the early status of
the Chapter 11 cases and the demands the Chapter 11 Cases have
posed on the Company's resources, the Company does not plan to
appeal the NASDAQ staff's determination to delist the Company's
common stock.  Accordingly, trading of the Company's common stock
will be suspended at the opening of business on April 11, 2012,
and a Form 25-NSE will be filed with the Securities and Exchange
Commission, which will remove the Company's common stock from
listing and registration on NASDAQ.

After the Company's common stock is delisted by NASDAQ, it may
trade on the OTC Bulletin Board or the Pink OTC Markets Inc.  The
Company's stock will be eligible for trading only on the Pink
Sheets unless and until it is eligible for trading on the OTCBB.
OTCBB trading may occur only if a market maker applies to quote
the Company's common stock; however, a potential market maker's
application to quote the Company's common stock on OTCBB will not
be cleared until the Company is current in its reporting
obligations under the Securities Exchange Act of 1934, which the
Company anticipates occurring in May 2012.  There is no assurance
that any market maker will decide to quote the Company's common
stock at all, and there is no assurance that the Company's common
stock will become eligible to trade on the OTCBB.

                    About Pinnacle Airlines Corp.

Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/--
a $1 billion airline holding company with 7,800 employees, is the
parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.;
and Colgan Air, Inc.  Flying as Delta Connection, United Express
and US Airways Express, Pinnacle Airlines Corp. operating
subsidiaries operate 199 regional jets and 80 turboprops on more
than 1,540 daily flights to 188 cities and towns in the United
States, Canada, Mexico and Belize.  Corporate offices are located
in Memphis, Tenn., and hub operations are located at 11 major U.S.
airports.

Pinnacle Airlines Inc. and its affiliates, including Colgan Air,
Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East
Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012.

Judge Robert E. Gerber presides over the case.  Lawyers at Davis
Polk & Wardwell LLP, and Akin Gump Strauss Hauer & Feld LLP serve
as the Debtors' counsel.  Barclays Capital and Seabury Group LLC
serve as the Debtors' financial advisors.  Epiq Systems -
Bankruptcy Solutions serves as the claims and noticing agent.  The
petition was signed by John Spanjers, executive vice president and
chief operating officer.

Pinnacle Airlines' balance sheet at Sept. 30, 2011, showed $1.53
billion in total assets, $1.42 billion in total liabilities and
$112.31 million in total stockholders' equity.

Delta Air Lines, Inc., the Debtors' major customer and post-
petition lender, is represented by David R. Seligman, Esq., at
Kirkland & Ellis LLP.


PONCE TRUST: Files Schedules of Assets and Liabilities
------------------------------------------------------
Ponce Trust, LLC, has filed the U.S. Bankruptcy Court for the
Southern District of Florida its schedules of assets and
liabilities, disclosing:

    Name of Schedule              Assets         Liabilities
    ----------------            -----------      -----------
A. Real Property               $21,250,000
B. Personal Property            $1,484,532
C. Property Claimed as
    Exempt
D. Creditors Holding
    Secured Claims                               $38,431,829
E. Creditors Holding
    Unsecured Priority
    Claims                                                $0
F. Creditors Holding
    Unsecured Non-priority
    Claims                                        $8,567,547
                               ------------       ----------
       TOTAL                    $22,734,532      $46,999,376

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

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

                         About Ponce Trust

Ponce Trust LLC, the developer and owner of the luxury residential
condominium development known as 1300 Ponce, in Coral Gables,
Florida, filed for Chapter 11 bankruptcy (S.D. Fla. Case No. 12-
14247) on Feb. 22, 2012.  Judge Robert A. Mark presides over the
case.  Joel L. Tabas, Esq., and Mark S. Roher, Esq., at Tabas,
Freedman, Soloff, Miller & Brown, P.A., serve as the Debtor's
counsel.  The petition was signed by Luis Lamar, vice president
and manager.

Ponce Trust sought Chapter 11 because of (a) the declining real
estate market, (b) its inability to reduce condominium prices in
response to changing market conditions, and (c) its inability, due
to circumstances beyond the Debtor's control, to renew, repay, or
refinance its secured mortgage debt owed to MUNB Loan Holdings,
LLC, which matured in 2011.

Prior to the Petition Date, MUNB initiated a foreclosure action
against the Property in the Circuit Court of the 11th Judicial
Circuit in and for Miami-Dade County, Florida.  On July 21, 2011,
the State Court entered an Order Appointing Receiver, which inter
alia appointed Jeremy S. Larkin as receiver.  Mr. Larkin is the
President of NAI Miami Commercial Real Estate Services, Worldwide.

1300 Ponce contains 125 residential condominium units.  As of the
bankruptcy filing date, the Debtor has a remaining inventory of
about 83 units and rented about 40 of those units.  The Debtor
intends to market the remaining Condominium Units for both sale
and rental.

The residential condominium unit is worth $19 million.  MUNB is
owed $37.3 million.

1300 Ponce Holdings LLC, assignee of MUNB, is represented by
Carlton Fields, P.A.


PORTER BANCORP: Reports $107.31-Mil. Net Loss in 2011
-----------------------------------------------------
Porter Bancorp., 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 Louisville, Kentucky, audited Porter
Bancorp's financial statements for 2011.  The independent auditors
said that the Company has incurred substantial losses in 2011,
largely as a result of asset impairments.  "In addition, the
Company's bank subsidiary is not in compliance with a regulatory
enforcement order issued by its primary federal regulator
requiring, among other things, increased minimum regulatory
capital ratios. Additional significant asset impairments or
continued failure to comply with the regulatory enforcement order
may result in additional adverse regulatory action."

The Company reported a net loss of $107.31 million on
$51.52 million of net interest income (before provision for loan
losses) in 2011, compared with a net loss of $4.38 million on
$57.57 million of net interest income (before provision for loan
losses) in 2010.  Total non-interest income was $7.83 million for
2011, as compared to $11.58 million for 2010.

The Company's balance sheet at Dec. 31, 2011, showed
$1.455 billion in total assets, $1.373 billion in total
liabilities, and stockholders' equity of $82.53 million.

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

                       http://is.gd/GbDVnu

Porter Bancorp, Inc., is a bank holding company headquartered in
Louisville, Kentucky.  Through its wholly-owned subsidiary PBI
Bank, the Company operates 18 full-service banking offices in
twelve counties in Kentucky.


POSITRON CORP: Incurs $6.1 Million Net Loss in 2011
---------------------------------------------------
Positron Corporation filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$6.12 million on $6.66 million of sales in 2011, compared with a
net loss of $10.92 million on $4.62 million of sales in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $2.31 million
in total assets, $5.17 million in total liabilities, all current,
and a $2.86 million total stockholders' deficit.

Sassetti LLC, in Oak Park, Illinois, noted that the Company has a
significant accumulated deficit which raises substantial doubt
about the Company's ability to continue as a going concern.

                        Bankruptcy Warning

The Company had cash and cash equivalents of $1,000 at Dec. 31,
2011.  The Company received $2,100,000 in proceeds from
convertible notes and $845,000 in proceeds from the exercise of
warrants during 2011.  The Company believes that it may continue
to experience operating losses and accumulate deficits in the
foreseeable future.  If the Company is unable to obtain financing
to meet its cash needs the Company may have to severely limit or
cease its business activities or may seek protection from its
creditors under the bankruptcy laws.

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

                        http://is.gd/TZK6WX

                     About Positron Corporation

Headquartered in Fishers, Indiana, Positron Corporation is a
molecular imaging company focused on nuclear cardiology.


RACE POINT: S&P Affirms 'BB' Rating on $275-Mil. Senior Term Loan
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' rating on
Race Point Power II LLC's $275 million senior secured term loan.
"At the same time, we removed the ratings from CreditWatch, where
it was placed with developing implications on Dec. 20, 2011. The
outlook is stable," S&P said.

"Standard & Poor's Ratings Services' rating on the four Race Point
coborrowers' (Race Point Power II LLC, Race Point Power III LLC,
Race Point Power IV LLC, and NeoElectra Lux S.ar.l.) $275 million,
seven-year senior secured term loan is 'BB'. In addition, the
recovery rating on the loan is '1', indicating our expectation for
high (90% to 100%) recovery of principal in the event of a payment
default," S&P said.

"Race Point Power is a portfolio of five power-generation entities
throughout the U.S. and a cogeneration portfolio of 11 power
plants and a biomass facility in Spain, composed of approximately
736 megawatts (MW) of combined power generation capacity," S&P
said.

"On March 30, 2012, Race Point Power completed the sale of Lea
Power (604 MW) and Waterside (72 MW) to FREIF North American Power
I, a portfolio company that is majority owned by First Reserve
Corp. 'Under the project documents for Race Point Power, when a
sale of certain assets occurs a specific amount of debt must be
repaid. As such, the project repaid about $128.5 million of the
term loan, which reduced outstanding debt to $123.2 million," said
Standard & Poor's credit analyst Andrew Giudici.

"The outlook on the portfolio is stable. Our ratings incorporate
the improvement in financial metrics following the sale of assets.
We consider an upgrade to be unlikely given the potential of a
payment default at BlackBear and Crawfish, which could result in
an event of default, but not a payment default, at Race Point
Power. Given the strong financial performance under Standard &
Poor's forecast and lower leverage, we could raise the rating if
the event of default does not occur or is resolved. We could lower
the rating if credit metrics deteriorate, if the operating
subsidiaries experience operational issues, or if lenders
accelerate Race Point Power's debt as a result of a payment
default at one of the operating entities," S&P said.


RACKWISE INC: Marcum LLP Raises Going Concern Doubt
---------------------------------------------------
Rackwise, Inc., filed on March 30, 2012, its annual report on Form
10-K for the fiscal year ended Dec. 31, 2011.

Marcum LLP, in New York, N.Y., expressed substantial doubt about
Rackwise, Inc.'s ability to continue as a going concern.  The
independent auditors noted that the Company has not achieved a
sufficient level of revenues to support its business and has
suffered recurring losses from operations.

The Company reported a net loss of $8.88 million on $2.02 million
of revenues for 2011, compared with a net loss of $4.09 million on
$2.61 million of revenues for 2010.

The Company's balance sheet at Dec. 31, 2011, showed $1.21 million
in total assets, $4.86 million in total liabilities, and a
stockholders' deficit of $3.65 million.

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

                       http://is.gd/fM4Ugt

Rackwise, Inc., is a software development, sales and marketing
company within the markets of IT infrastructure, data center
monitoring, management and optimization, data center cost
efficiency and green data centers.  The Company's executive
offices are currently located in San Francisco, California, and
the Company has a software development and data center in the
Research Triangle Park in Raleigh, North Carolina.  The Company is
in the process of relocating our executive offices to Folsom,
California and expanding its software development center.


RAINBOW LAND & CATTLE: Files for Chapter 11 in Las Vegas
--------------------------------------------------------
Rainbow Land & Cattle Company, LLC, filed a Chapter 11 petition
(Bankr. D. Nev. Case No. 12-14009) on April 4, 2012.  The Debtor
is represented by Alan R. Smith, in Las Vegas, Nevada.

A meeting of creditors under 11 U.S.C. Sec. 341(a) is scheduled
for May 10, 2012, at 1:00 p.m.

The Debtor disclosed $15.43 million in assets and $2.50 million in
liabilities as of the Chapter 11 filing.

The Debtor owns land and water rights in Caliente, Nevada, with a
combined value of $15.4 million.  The properties secure $2.4
million of debt.  A copy of the schedules attached to the petition
is available for free at http://bankrupt.com/misc/nvb12-14009.pdf


RAINBOW LAND & CATTLE: Case Summary & 5 Top Unsecured Creditors
---------------------------------------------------------------
Debtor: Rainbow Land & Cattle Company, LLC
        P.O. Box 1030
        Caliente, NV 89008

Bankruptcy Case No.: 12-14009

Chapter 11 Petition Date: April 4, 2012

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

Judge: Bruce A. Markell

Debtor's Counsel: Alan R. Smith, Esq.
                  THE LAW OFFICES OF ALAN R. SMITH
                  505 Ridge Street
                  Reno, NV 89501
                  Tel: (775) 786-4579
                  E-mail: mail@asmithlaw.com

Scheduled Assets: $15,426,840

Scheduled Liabilities: $2,504,088

The petition was signed by John H. Huston, managing member.

Debtor's List of Its Five Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
John H. Huston                     Advances               $100,000
Jan J. Cole
P.O. Box 1030
Caliente, NV 89008

Holmes & Turner, CPA               Tax Preparation          $6,995
1283 N. 14th Avenue, #201
Bozeman, MT 59715

Lenard Smith Survey                Survey and Plat          $2,860
c/o Lenard Smith
P.O. Box 443
Caliente, NV 89008

Dottie Mae Water                   Water Tanker Service     $2,750

Water Well Services                Well Pump replacement    $2,482


RELIANCE BANCSHARES: Posts $34-Mil. Net Loss in 2011
----------------------------------------------------
Reliance Bancshares, 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 $34.00 million on
$33.88 million of net interest income (before provision for loan
losses) in 2011, compared with a net loss of $48.53 million on
$40.51 million of net interest income (before provision for loan
losses) in 2010.  Total non-interest income was $5.60 million for
2011, as compared to $3.51 million for 2010.

The Company's balance sheet at Dec. 31, 2011, showed
$1.047 billion in total assets, $977.18 million in total
liabilities, and stockholders' equity of $69.64 million.

"The Company and Banks are subject to various regulatory capital
requirements administered by the federal banking agencies.
Failure to meet minimum capital requirements can initiate certain
mandatory -- and possibly additional discretionary -- actions by
regulators that, if undertaken, could have a direct material
effect on the Company's consolidated financial statements."

"Company management believes that, as of Dec, 31, 2011, the
Company and Banks meet all capital adequacy requirements to which
they are subject, with the exception of the increased capital
levels required by the regulatory agreements.  As of Dec. 31,
2011, the most recent notification from the applicable regulatory
authorities categorized the Banks as adequately capitalized banks
under the regulatory framework for prompt corrective action.

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

                       http://is.gd/S3u2f3

Frontenac, Missouri-based Reliance Bancshares, Inc., is a multi-
bank holding company that was incorporated in Missouri on July 24,
1998.  The Company organized its first subsidiary commercial bank,
Reliance Bank, in Missouri, which secured insurance from the
Federal Deposit Insurance Corporation ("FDIC") and began
conducting business on April 16, 1999 in Des Peres, Missouri with
full depository and loan capabilities.  The Company organized an
additional subsidiary, Reliance Bank, FSB in Fort Myers, Florida
as a federal savings bank after operating as a loan production
office of Reliance Bank since 2004.  The Company applied for and
received a federal charter from the Office of Thrift Supervision
(the "OTS"), secured insurance from the FDIC and began conducting
business on Jan. 17, 2006.  The Company's two subsidiaries,
Reliance Bank and Reliance Bank, FSB, are sometimes referred to as
the "Banks."


ROBB & STUCKY: Court Grants Voluntary Chapter 11 Case Dismissal
---------------------------------------------------------------
The Hon. Caryl E. Delano of the U.S. Bankruptcy Court for the
Middle District of Florida, at the behest of Robb & Stucky Limited
LLLP, has dismissed the Debtor's Chapter 11 case.

As reported by the Troubled Company Reporter on Dec. 22, 2011, the
Debtor sought the Court's approval on dismissal or conversion of
its Chapter 11 case.  The Debtor also sought approval of the
settlement agreement among the Debtor, the Collier Lenders, and
the Official Committee of Unsecured Creditors.  In a separate
filing, Ray Valdes, Seminole County Tax Collector joined in the
U.S. Trustee's motion to convert Chapter 11 case to Chapter 7.
Seminole County stated that the motion essentially asserted that
the estate is now insolvent and that enormous administrative fees
and expenses to a select few have played a significant role in
that development.

The Court has authorized BofA to close all bank accounts of the
Debtor after 30 days following the entry of the March 20 court
order and to deliver to the Debtor all cash in any of the
accounts, including the cash held in the utility escrow account,
the garnishment reserve, the rolling stock proceeds, and any
lender reserves (as and when they are payable to the Debtor).  The
Debtor will remit all the funds to the Collier Lenders as and when
received by the Debtor.

                        About Robb & Stucky

Sarasota, Florida-based Robb & Stucky Limited LLLP -- dba Robb &
Stucky; Robb & Stucky Interiors; Fine Design Interiors, a division
of Robb & Stucky; Robb & Stucky Patio; R&S Home of Fine
Decorators; and Home of Fine Design by Robb & Stucky --
operated a chain of 24 retail stores offering "high-end home
furnishings" in five states.

Robb & Stucky filed for Chapter 11 bankruptcy protection (Bankr.
M.D. Fla. Case No. 11-02801) on Feb. 18, 2011.  Paul S. Singerman,
Esq., and Jordi Guso, Esq., at Berger Singerman PA, serve as the
Debtor's bankruptcy counsel.  FTI Consulting, Inc., is the
Debtor's advisor and Kevin Regan is the Debtor's chief
restructuring officer.  Bayshore Partners, LLC, is the Debtor's
investment banker.  AlixPartners, LLP, serves as the Debtor's
communications consultants.  Epiq Bankruptcy Solutions, LLC,
serves as the Debtor's claims and notice agent.  In its schedules,
the Debtor disclosed $77,705,081 in assets and $91,859,125 in
liabilities as of the Chapter 11 filing.

Donald F. Walton, U.S. Trustee for Region 21, appointed the
Official Committee of Unsecured Creditors in the Debtor's case.
The Committee tapped Cooley LLP as its lead counsel; Broad and
Cassel as its local bankruptcy counsel; and BDO USA LLP as its
financial advisor.


RUSSELL BOULDER: Bank Gets Judge's Approval to Take Luxury Cars
---------------------------------------------------------------
Las Vegas Review-Journal reports that Clark County District Court
Judge Susan Scann allowed East West Bank to take possession of
luxury vehicles but not yet liquidate them.  The final decision on
what to do with them will come after a ruling on the Chapter 11
case of Russell Boulder LLC.

According to the report, last November, Judge Scann entered an
order that six developers behind Russell Boulder had personally
guaranteed the loans on the project.  The total amount due has
reached $45.5 million, with interest running at $12,000 a day.  In
the first step to paying down the guarantee, Michael Mixer will
have to give to the bank a 2005 Ferrari 612 coupe and a 2007
Cadillac Escalade SUV.  Todd Nigro must hand over a 2007 Harley-
Davidson and a 2008 Porsche Cayenne.

The report notes the hearing on the Chapter 11 reorganization plan
for the Siena Suites is scheduled for June.  If the result reduces
or eliminates the liability, the bank may have to return the
vehicles in return for a storage fee.

Russell Boulder LLC owns the 600-unit Siena Suites on Boulder
Highway, Nevada.


SAHARA TOWNE: Hires Flangas McMillan as Special Counsel
-------------------------------------------------------
Sahara Towne Square, LLC asks permission from the U.S. Bankruptcy
Court to employ Flangas McMillan Law Group as special counsel.

The firm will, among others, provide these services:

   1. advise the Debtor of its state court rights and obligations
      and performance of its duties during administration of these
      bankruptcy cases;

   2. represent the Debtor in all complex civil cases and related
      landlord/tenant litigation proceedings before the Court or
      before other court jurisdiction over the cases; and

   3. assist the Debtor in the performance of its duties.

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

Mr. Dalacas' personal billing rate is $25/hour.  However, it is
not anticipated that any professional having day-to-day
responsibility for this matter will charge over the rate of
$375/hour.  Time devoted by paralegals is charged $125/hour.

Hearing date for this motion will be heard in Court on April 18,
2012, at 2:00 p.m.

                     About Sahara Towne Square

Sahara Towne Square, LLC, filed a Chapter 11 petition (Bankr. D.
Nev. Case No. 12-12537) in its hometown in Las Vegas on March 7,
2012.  Sahara Towne, which claims to be a Single Asset Real Estate
under 11 U.S.C. Sec. 101(51B), disclosed $13.79 million in total
assets and $9.59 million in total liabilities in its schedules.

The Debtor says it owns a property located at 2520 & 2650
S. Maryland Parkway, in Las Vegas, worth $13.27 million in assets.
The property serves as collateral for a $9.58 million debt to U.S.
Bank National Association.

Judge Linda B. Riegle oversees the case.  Zachariah Larson, Esq.,
at Marquis Aurbach Coffing, serves as the Debtor's counsel.  The
petition was signed by Jeff Susa, president of STS Manager, Inc.,
manager.

U.S. Bank National Association, as Trustee for the Registered
Holders of Bank of America, N.A.-First Union National Bank
Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 200I-3, is represented in the case by Robert
R. Kinas, Esq., Nishat Baig, Esq., and Blakeley E. Griffith, Esq.,
at Snell & Wilmer L.L.P.


SAHARA TOWNE: Hires Marquis Aurbach Coffing as Attorneys
--------------------------------------------------------
Sahara Towne Square LLC asks the U.S. Bankruptcy Court to employ
Marquis Aurbach Coffing as attorneys.

The firm will, among others, provide these services:

   1. prepare schedules, statements, applications, and reports for
      which the services of any attorney is necessary;

   2. advise the Debtor of its rights and obligations and
      performance and disclosure statement and to obtain approval
      and confirmation; and

   3. represent the Debtor in all proceedings before the Court
      other courts with jurisdiction over this Chapter 11 Case.

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

A $25,000 retainer was collected pre-petition.

The firm's rates are:

   Personnel                       Rates
   ---------                       -----
   Attorneys                       not exceeding $450/hour
   Clerk/Paralegals                not exceeding $175/hour
   Legal Assistant                 not exceeding $70/hour

Hearing date for this motion will be heard in Court on April 18,
2012, at 2:00 p.m.

                     About Sahara Towne Square

Sahara Towne Square, LLC, filed a Chapter 11 petition (Bankr. D.
Nev. Case No. 12-12537) in its hometown in Las Vegas on March 7,
2012.  Sahara Towne, which claims to be a Single Asset Real Estate
under 11 U.S.C. Sec. 101(51B), disclosed $13.79 million in total
assets and $9.59 million in total liabilities in its schedules.

The Debtor says it owns a property located at 2520 & 2650 S.
Maryland Parkway, in Las Vegas, worth $13.27 million in assets.
The property serves as collateral for a $9.58 million debt to U.S.
Bank National Association.

Judge Linda B. Riegle oversees the case.  Zachariah Larson, Esq.,
at Marquis Aurbach Coffing, serves as the Debtor's counsel.  The
petition was signed by Jeff Susa, president of STS Manager, Inc.,
manager.

U.S. Bank National Association, as Trustee for the Registered
Holders of Bank of America, N.A.-First Union National Bank
Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 200I-3, is represented in the case by Robert
R. Kinas, Esq., Nishat Baig, Esq., and Blakeley E. Griffith, Esq.,
at Snell & Wilmer L.L.P.


SEASCAPE INN: Files for Chapter 11 Bankruptcy Protection
--------------------------------------------------------
Bob Sanders at fosters.com reports that Seascape Inn LLC filed on
March 27, 2012, for Chapter 11 protection in the U.S. Bankruptcy
Court in New Hampshire, listing assets of less than $50,000, and
liabilities of between $500,000 and $1 million.


SECUREALERT INC: To Record $2MM Hike in Add'l Paid-in-Capital
-------------------------------------------------------------
In a Form 8-K filed Feb. 29, 2012, SecureAlert, Inc., announced
its ongoing internal investigation of certain transactions during
fiscal years 2007 and 2008 and its initial meeting with the
Securities and Exchange Commission regarding those matters.

Since the initial meeting with the SEC, the Company has gathered
information through an independent investigation.  On March 28,
2012, the Company met with the SEC to report the initial findings
from its investigation.  The Company has concluded that during
fiscal year 2007 and 2008, the Company sold $2,000,000 of devices
to a third-party entity wherein the payment for the devices was
guaranteed by former officers of the Company and was financed
through entities controlled by former officers of the Company.  At
the time it was not disclosed to the Company that the purchase was
being guaranteed or financed by related parties.  If all relevant
facts were known to the Company at the time of sale, this revenue
would not have been recognized.  Because the former officers were
also significant shareholders of the Company, the cash received
would have been accounted for as an increase in Additional Paid-In
Capital of $2,000,000.

Based on the last public filings of the Company's financials, this
adjustment would result in additional paid-in capital totaling
$247.4 million and accumulated deficit totaling $232.7 million.
These adjustments are immaterial but will be reflected in the Form
10-Q to be filed on or before May 15, 2012.

                       About SecureAlert Inc.

Sandy, Utah-based SecureAlert, Inc. (OTC BB: SCRA)
-- http://www.securealert.com/-- is an international provider of
electronic monitoring systems, case management and services widely
utilized by more than 650 law enforcement agencies worldwide.

The Company reported a net loss of $9.85 million on $17.96 million
of total revenues for the fiscal year ended Sept. 30, 2011,
compared with a net loss of $13.92 million on $12.45 million of
total revenues during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed $24.50
million in total assets, $9.70 million in total liabilities and
$14.80 million in total equity.

For fiscal 2011, the Company's independent auditors expressed
substantial doubt about the Company's ability to continue as a
going concern.  Hansen, Barnett & Maxwell, P.C., in Salt Lake
City, Utah, noted that the Company has incurred losses, negative
cash flows from operating activities and has an accumulated
deficit.


SELECT TREE: Hires Damon Morey as General Counsel
-------------------------------------------------
Select Tree Farms, Inc., et al., ask the U.S. Bankruptcy Court to
employ Damon Morey LLP as general counsel.

The firm will, among others, provide these services:

   a. advise the Debtors of their rights, powers and duties as
      debtors and debtors-in-possession continuing to operate
      their businesses and properties under Chapter 11 of the
      Bankruptcy Code;

   b. prepare, on behalf of the Debtors, any necessary and
      appropriate applications, motions, draft orders, other
      pleadings, notices, schedules and other documents, and
      reviewing financial and other reports to be filed in these
      Chapter 11 cases; and

   c. advise the Debtors concerning, and preparing responses to,
      applications, motions, other pleadings, notices and other
      papers that may be filed and served in the Chapter 11
      cases.

The hourly rates being charged by Damon Morey for the attorneys
who will be primarily responsible for providing services to the
Debtors in connection with these proceedings are:

    Personnel                             Rates
    ---------                             -----
    William F. Savino/General Partner      $295
    Beth Ann Bivona/ Special Partner       $265
    Robert C. Carbone/Associate            $155

                       About Select Tree Farms

Select Tree Farms, Inc., filed a Chapter 11 petition (Bankr.
W.D.N.Y. Case No. 12-10669) on March 7, 2012.  Select Tree Farms
scheduled $11,450,989 in assets and $5,959,983 in liabilities.
The petition was signed by George A. Schichtel, president.

The Debtor's owner, George A. Schichtel and Debra G. Schichtel,
filed for Chapter 11 bankruptcy on the same day (Bankr. W.D.N.Y.
Case No. 12-10670).

Judge Carl L. Bucki presides over the case.  Beth Ann Bivona,
Esq., at Damon Morey LLP, serves as the Debtors' counsel.


SELECT TREE: Hires Nextpoint as Financial Adviser
-------------------------------------------------
Select Tree Farms, Inc., asks the U.S. Bankruptcy Court to employ
NextPoint LLC as financial advisors.

The firm will, among others, provide these services:

   a. provide recommendations regarding financial controls,
      monitoring and oversight of the future operations of Select
      Tree in connection with Select Tree's anticipated joint Plan
      of Reorganization;

   b. review and analyze financial information prepared by the
      Debtors; and

   c. provide such other services as Select Tree and NextPoint
      may, from time-to-time, deem necessary or appropriate.

The firm's rates are:

  Personnel                             Rates
  ---------                             -----
  Charles E. Maclay/ Partner             $200
  Dennis Donovan/Partner                 $200
  Alan Pawlowski/Consultant              $200
  Various/Financial Analysis Support     $125

According to papers filed by the Debtor in court, NextPoint held
no retainer.  The prepetition retainer of $2,500 was fully
exhausted through the performance of pre-petition services by
NextPoint.  Select Tree was obligated to NextPoint for prior
invoices for pre-petition services -- above those amounts
satisfied by the $2,500.00 pre-petition retainer -- and is owed a
total of $2,250.  NextPoint has agreed to waive this claim.
NextPoint is requesting a total post-petition retainer of $25,000,
which is proposed to be paid $5,000 per month.

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

                       About Select Tree Farms

Select Tree Farms, Inc., filed a Chapter 11 petition (Bankr.
W.D.N.Y. Case No. 12-10669) on March 7, 2012.  Select Tree Farms
scheduled $11,450,989 in assets and $5,959,983 in liabilities.
The petition was signed by George A. Schichtel, president.

The Debtor's owner, George A. Schichtel and Debra G. Schichtel,
filed for Chapter 11 bankruptcy on the same day (Bankr. W.D.N.Y.
Case No. 12-10670).

Judge Carl L. Bucki presides over the case.  Beth Ann Bivona,
Esq., at Damon Morey LLP, serves as the Debtors' counsel.


SHEARER'S FOODS: S&P Lowers Corporate Credit Rating to 'CCC+'
-------------------------------------------------------------
Standard & Poor's Ratings Services  lowered its corporate credit
rating on Ohio-based Shearer's Foods Inc. to 'CCC+' from 'B-'. The
outlook is developing.

"We also lowered the issue-level rating on Shearer's senior
secured credit facilities to 'CCC+' from 'B-'. The recovery rating
remains at '3', indicating our expectations for meaningful (50% to
70%) recovery in the event of a payment default," S&P said.

"It is our opinion Shearer's may not be able to comply with its
financial covenants during the quarter ended March 31, 2012 and
the remainder of fiscal 2012, due to leverage covenant step-downs
and the company's weaker-than-expected operating performance,"
said Standard & Poor's credit analyst Bea Chiem.

"The developing outlook reflects our belief that we could lower
the ratings if covenant cushion levels do not improve and/or the
company does not comply with its covenants. Alternatively, we
could raise the ratings if the company is able to improve covenant
cushion through an amendment and/or improved operating
performance," S&P said.


SINGER CO: Former Chief Faces Suit Over Mansion Mortgage
--------------------------------------------------------
Jeff Overley at Bankruptcy Law360 reports that a lawsuit filed
April 2 accuses disgraced former Singer Co. chief Paul A.
Bilzerian of wrongfully persuading an Australian energy firm to
give a holding company affiliated with his family $750,000 at the
same time he took out an identically sized mortgage on a 30,000-
square-foot mansion.

Law360 says Mr. Bilzerian gained notoriety in the early 1990s when
he earned a reputation as a corporate raider. The Harvard Business
School graduate served 13 months in prison following convictions
for securities fraud and tax fraud.


SOLYNDRA LLC: Wants Plan Filing Period Extended Until July 2
------------------------------------------------------------
Solyndra LLC, et al., ask the U.S. Bankruptcy Court for the
District of Delaware to further extend the period within which
only they may file a plan of reorganization until July 2, 2012.
The Debtors also ask the Court to extend until Sept. 3, 2012, the
period for them to obtain acceptances of the plan of
reorganization.

As reported by the Troubled Company Reporter on Jan. 17, 2012, the
Court previously extended the exclusivity periods to file a plan
and to solicit acceptances thereof through and including April 3,
2012, and June 4, 2012, respectively.

The Debtors say that, as demonstrated by the ever expanding docket
and schedules filed in their cases, their Chapter 11 cases are
large and complex.  The amount of the prepetition funded debt is
close to $900 million.  There are numerous contractual
counterparties, creditors and equity holders in these cases.  The
Debtors assure the Court that they have paid their debts as they
have come due and have made significant progress toward the
orderly liquidation and wind down of their assets and operations.
The Debtors have, among other things, filed motions to reject
certain executory contracts, sold core, non-core, and de minimis
assets, and abandoned burdensome property of the estate.  The
Debtors have also timely filed their statements of financial
affairs, schedules of assets of liabilities and their monthly
operating reports.  The Debtors believe they have made good-faith
progress thus far in the case.

                       About Solyndra LLC

Founded in 2005, Solyndra LLC was a U.S. manufacturer of solar
photovoltaic solar power systems specifically designed for large
commercial and industrial rooftops and for certain shaded
agriculture applications.  The Company had 968 full time employees
and 211 temporary employees.  Solyndra has sold more than 500,000
of its panels since 2008 and generated cumulative sales of over
$250 million.

Fremont, California-based Solyndra and affiliate 360 Degree Solar
Holdings Inc. sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 11-12799) on Sept. 6, 2011.  Solyndra is at
least the third solar company to seek court protection from
creditors since August 2011.

Judge Mary F. Walrath presides over the Debtors' cases.  The
Debtors are represented by Pachulski Stang Ziehl & Jones LLP as
legal adviser.  AlixPartners LLP serves as noticing claims and
balloting agent.  Imperial Capital LLC serves as the company's
investment banker and financial adviser.  The Debtors also tapped
former Massachusetts Governor William F. Weld, now with the law
firm McDermott Will & Emery, to represent the company in
government investigations and related litigation.  BDO Consulting,
a division of BDO USA, LLP, as financial advisor and BDO Capital
Advisors, LLC, serves as investment banker for the creditors'
panel.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Solyndra LLC.  The Committee has tapped
Blank Rome LLP as counsel.

In October 2011, the Debtors hired Berkeley Research Group, LLC,
and designated R. Todd Neilson as Chief Restructuring Officer.

Solyndra is at least the fourth solar company to seek court
protection from creditors since August 2011.  Other solar firms
are Evergreen Solar and start-up Spectrawatt Inc., both of which
filed in August, and Stirling Energy Systems Inc., which filed for
Chapter 7 bankruptcy late in September.

Solyndra owed secured lenders $783.8 million, including
$527.8 million to the U.S. government pursuant to a federal loan
guarantee, and held assets valued at $859 million as of the
Petition date.  The U.S. Federal Financing Bank, owned by the U.S.
Treasury Department, is the Company's biggest lender.

When they filed for Chapter 11, the Debtors pursued a two-pronged
strategy to effectuate either a sale of their business to a
"turnkey" buyer who may acquire substantially all of Solyndra's
assets or, if the Debtors were unable to identify any potential
buyers, an orderly liquidation of the assets for the benefit of
their creditors.

Solyndra did not receive acceptable offers to buy the business as
a going concern.  Solyndra began piecemeal auctions of the assets
on Feb. 22, 2012.  It has auctioned non-core assets and obtained
$6.2 million.  Solyndra also took in $1.86 million from the sale
of miscellaneous equipment.

Solyndra LLC retained the exclusive right for filing a Chapter 11
plan until April 3.


SPECTRASCIENCE INC: McGladrey & Pullen Raises Going Concern Doubt
-----------------------------------------------------------------
SpectraScience, Inc., filed its annual report on Form 10-K for the
fiscal year ended Dec. 31, 2011.

McGladrey & Pullen, LLP, in Des Moines, Iowa, expressed
substantial doubt about SpectraScience's ability to continue as a
going concern.  The independent auditors noted that the Company
has suffered recurring losses from operations and its ability to
continue as a going concern is dependent on the Company's ability
to attract investors and generate cash through issuance of equity
instruments and convertible debt.

The Company reported a net loss of $4.76 million on $26,735 of
revenue for 2011, compared with a net loss of $4.10 million on
$23,650 of revenue for 2010.

The Company's balance sheet at Dec. 31, 2011, showed $3.35 million
in total assets, $841,165 in total liabilities, and stockholders'
equity of $2.51 million.

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

                       http://is.gd/jfN18w

San Diego, Calif.-based SpectraScience, Inc., along with its
wholly owned subsidiary, Luma Imaging Corporation, focuses on
developing its WavSTAT(R) Optical Biopsy System.  The WavSTAT
employs a non-significant risk technology that optically
illuminates tissue in real-time to distinguish between normal and
pre-cancerous or cancerous tissue.


SPRINT NEXTEL: Cancels Offering Under 1988 Stock Purchase Plan
--------------------------------------------------------------
Sprint Nextel Corporation filed with the U.S. Securities and
Exchange Commission a post-effective amendment to Form S-8
relating to the offering of 10,000,000 shares of FON common stock
and 40,000,000 shares of PCS Common Stock issuable under the 1988
Employees Stock Purchase Plan.

On Feb. 28, 2004, Sprint's Board of Directors approved the
recombination of the PCS common stock and the FON common stock,
effective on April 23, 2004.  Following the recombination of the
PCS Common Stock and the FON Common Stock, the remaining shares of
PCS Common Stock were deregistered.

In connection with the merger of Nextel Communications, Inc., with
and into a subsidiary of Sprint in August 2005, Sprint amended its
Articles of Incorporation to change its name to Sprint Nextel
Corporation and to redesignate its FON Common Stock as common
stock.

Because all of the 10,000,000 shares of Sprint common stock
registered on this Registration Statement that could be offered
and sold under the Plan has been sold, this Registration Statement
can be terminated.

A copy of the filing is available for free at:

                       http://is.gd/szmx3M

                       About Sprint Nextel

Overland Park, Kan.-based Sprint Nextel Corp. (NYSE: S)
-- http://www.sprint.com/-- is a communications company offering
a comprehensive range of wireless and wireline communications
products and services that are designed to meet the needs of
individual consumers, businesses, government subscribers and
resellers.

                             *   *   *

In February 2012, Moody's Investors Service assigned a B3 rating
to Sprint Nextel's proposed offering of Senior Unsecured Notes and
a Ba3 rating to Sprint's proposed offering of Junior Guaranteed
Unsecured Notes. The proceeds will be used for general corporate
purposes, the repayment of existing debt, network expansion and
modernization, and the potential funding of Clearwire. All of
Sprint's ratings remain on review for possible downgrade,
including those assigned and the company's B1 corporate family
rating and B1 probability of default rating.

Standard & Poor's Ratings Services assigned its 'BB-' issue-level
rating and '2' recovery rating to Sprint's proposed $1 billion of
senior guaranteed notes due 2020. These notes have subordinated
guarantees from all the subsidiaries that guarantee the existing
$2.25 billion revolving credit facility. The '2' recovery rating
indicates expectations for substantial (70% to 90%) recovery in
the event of payment default.

Fitch Ratings has assigned ratings to Sprint's $2 billion notes
offering.  This includes a 'BB/RR2' rating to the junior
guaranteed unsecured notes due 2020 and a 'B+/RR4' rating to the
unsecured senior notes due 2017.


STOCKBRIDGE/SBE HOLDINGS: Moody's Assigns B3 CFR; Outlook Stable
----------------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating
rating to Stockbridge/SBE Holdings, LLC and a (P)B2 rating to its
proposed $300 million first lien term loan. Upon receipt and
review of the final documents, the provisional designation will be
removed and concurrently, a B2 rating will be assigned to the
first lien term loan.

The net proceeds of the first lien term loan, sponsor equity of
approximately $329 million ($299 million contributed to date and
$29 million to be contributed at closing), and to-be-raised junior
debt (not less than $115 million) will be used to finance the
renovation, construction, and development of SLS Las Vegas. SLS
Las Vegas is a casino and hotel resort located on the north end of
the Las Vegas Strip (the "Project") scheduled to open in the
second quarter of 2014. The prospective rating is subject to
review of final terms and conditions and incorporates an
assumption that within the next six months SBE successfully raises
a minimum of $115 million of junior debt that is required to
finance completion of the Project.

Until the junior financing is raised, the net proceeds of the
first lien term loan will be placed in escrow for up to six months
while the issuer seeks to raise the junior capital. If SBE
successfully raises the junior debt at a blended cash cost no
greater than 6%, the escrow will be released to the disbursement
agent to fund the Project. If SBE is unable to raise junior debt
at a blended cash cost no greater than 6%, amounts funded into
escrow (exclusive of the original issue discount plus accrued
interest) will be returned to the first lien term loan lenders.
SBE will establish an interest reserve at closing (with equity) to
fund six months of interest on the first lien term loan while it
is held in escrow.

The issuer is targeting to obtain low cost junior debt through a
federal program sponsored by the U.S. Citizenship and Immigration
Services under the U.S. EB-5 visa immigrant investor program. If
SBE is unable to raise funds through this program, it can obtain
other junior priority, unsecured, mezzanine financing, preferred
or common equity with a blended cash rate of no more than 6% per
annum. Moody's notes per these terms, it is possible for SBE to
raise junior capital at a total cost greater than 6%.

Ratings Rationale

SBE's B3 Corporate Family Rating reflects the risk associated with
the renovation and ramp-up of a hotel-casino, the company's modest
scale and reliance on a single property for all of its cash flow.
The ratings also consider the limited gaming experience of the
sponsors and the need to take share from existing well established
properties on the Las Vegas Strip in order to meet its business
plan.

In addition to these risks, the ratings also reflect Moody's
expectation that leverage will be high and interest coverage
modest assuming that the project ramps up more slowly than
management anticipates. Despite the relatively high amount of
equity contributed to this project, Moody's expects pro-forma
debt/EBITDA and EBITDA/interest, including Moody's standard
adjustments, to approximate 7.0 times and 1.5 times, respectively,
at the end of 2015 -- the first full year of operations.

Positive rating consideration is given to the company's very good
liquidity profile, including a six month escrow interest reserve
and 24 month funded cash interest reserve (3 months past
completion). Additionally, little new supply is expected to enter
the market, the Project is targeted at what Moody's believes is an
underserved market segment on the Las Vegas Strip -- just below
luxury, and sbe Entertainment has a successful track record
establishing popular hotel, restaurant and nightlife venues. These
positive elements, along with the existing databases of sbe
Entertainment customers and patrons of the Sahara before its
closure, reduce the risk of a slow ramp up upon opening relative
to other single property casino developments.

The rating outlook is stable reflecting Moody's view that the
Project has sufficient liquidity to reach completion and that the
market can absorb the new supply.

Ratings could be downgraded if the terms of the to-be-raised
junior debt are more expensive than currently contemplated, the
Project encounters cost over-runs or delays that would negatively
impact liquidity or the issuers ability to cover interest once the
interest reserve is exhausted. Ratings could also be downgraded if
visitation trends to Las Vegas or gaming trends deteriorate prior
to opening.

Upward rating momentum is not expected given the construction and
start-up nature of the Project. However, ratings could be
considered for upgrade over time if the Project is completed on-
time, on budget, and hits its targeted rate of return.

Ratings assigned:

Corporate Family Rating at B3

Probability of Default Rating at B3

$300 million senior secured first lien term loan at (P)B2
(LGD 3, 38%)

Stockbridge/SBE Holdings LLC is a joint venture between
Stockbridge Real Estate Funds (90% ownership interest) and sbe Las
Vegas Holdings I, LLC (10% ownership interest). SBE is
redeveloping the Sahara Hotel and Casino in Las Vegas. The new
project will be called SLS Las Vegas.

The principal methodology used in rating Stockbridge/SBE Holdings,
LLC 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.


TALON THERAPEUTICS: Authorized Common Shares Hiked to 600 Million
-----------------------------------------------------------------
Talon Therapeutics, Inc., held a special meeting of its
stockholders for the purpose of considering a proposal to
authorize an amendment to the Company's Amended and Restated
Certificate of Incorporation to increase the number of authorized
shares of its common stock, par value $0.001 per share from
350,000,000 to 600,000,000.  The proposal to authorize the Charter
Amendment was approved by the Company's stockholders.

Following receipt of stockholder approval at the special meeting,
the Company effected the Charter Amendment by filing a Certificate
of Amendment of Amended and Restated Certificate of Incorporation
with the Secretary of State of Delaware on April 5, 2012.

                      About Talon Therapeutics

Formerly known as Hana Biosciences, Inc., Talon Therapeutics Inc.
(TLON.OB.) -- http://www.talontx.com/-- is a biopharmaceutical
company dedicated to developing and commercializing new,
differentiated cancer therapies designed to improve and enable
current standards of care.  The company's lead product candidate,
Marqibo, potentially treats acute lymphoblastic leukemia and
lymphomas.  The Company has additional pipeline
opportunities some of which, like Marqibo, improve delivery and
enhance the therapeutic benefits of well characterized, proven
chemotherapies and enable high potency dosing without increased
toxicity.

Effective Dec. 1, 2010, Hana Biosciences Inc. changed its name to
Talon Therapeutics Inc.  The name change was effected by merging
Talon Therapeutics, Inc., a wholly-owned subsidiary of the
Company, with and into the Company, with the Company as the
surviving corporation in the merger.

The Company reported a net loss of $18.82 million for the year
ended Dec. 31, 2011, compared with a net loss of $25.98 million
during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed $2.48 million
in total assets, $30.86 million in total liabilities, $30.64
million in redeemable convertible preferred stock, and a $59.02
million total stockholders' deficit.

The Company does not generate significant recurring revenue and
has incurred significant net losses in each year since its
inception.  The Company expects to incur substantial losses and
negative cash flow from operations for the foreseeable future, and
the Company may never achieve or maintain profitability.

BDO USA, LLP, in San Jose, California, noted that the Company has
suffered recurring losses from operations and has a net capital
deficiency that raise substantial doubt about its ability to
continue as a going concern.

TEARLAB CORP: Ernst & Young Raises Going Concern Doubt
------------------------------------------------------
TearLab Corp. filed on March 30, 2012, its annual report on Form
10-k for the fiscal year ended Dec. 31, 2011.

Ernst & Young LLP, in San Diego, California, expressed substantial
doubt about TearLab's ability to continue as a going concern.  The
independent auditors noted that of the Company's recurring losses
from operations and working capital deficit.

The Company reported a net loss of $8.81 million on $2.12 million
of revenue for 2011, compared with a net loss of $6.68 million on
$1.70 million of revenue for 2010.

The Company's balance sheet at Dec. 31, 2011, showed
$10.54 million in total assets, $5.02 million in total current
liabilities, and stockholders' equity of $5.52 million.

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

                       http://is.gd/Yd1SSQ

TearLab Corp. is an in-vitro diagnostic company based in San
Diego, California.  The Company is commercializing a proprietary
tear testing platform, the TearLab(R) Osmolarity System that
enables eye care practitioners to test for highly sensitive and
specific biomarkers using nanoliters of tear film at the point-of-
care.


THORPE INSULATION: 9th Circ. Won't Rethink Win for Insurance Firms
------------------------------------------------------------------
Max Stendahl at Bankruptcy Law360 reports that the Ninth Circuit
on April 3 refused to reconsider its finding that a group of
insurance companies that hadn't yet settled asbestos claims with
Thorpe Insulation Co. could challenge the insulation installer's
reorganization plan.

The appeals court said U.S. Circuit Judge Ronald M. Gould, who
wrote the Jan. 24 decision on behalf of a three-judge panel, had
voted to deny Thorpe?s Feb. 7 petition for rehearing en banc,
according to an order obtained by Law360.

                       About Thorpe Insulation

Based in Long Beach, California, Thorpe Insulation Company
supplied and distributed asbestos thermal insulation in Southern
California before about 1972.  The company's products included
pipe and boiler insulation, asbestos cloth and insulating mud.
After 1972, some of Thorpe's operations also involved asbestos and
lead abatement, including repairing insulation that contained
asbestos at commercial and industrial sites.

On Dec. 17, 2004, Thorpe's lender, Pacific Funding Group LLC, sold
its collateral at a foreclosure sale to Farwest Insulation
Consulting owned by Eric and David Fults.  Following the
foreclosure, Thorpe ceased operation of its business.  To date,
Thorpe has been subjected to about 12,000 claims and lawsuits
related to asbestos.

Thorpe filed for chapter 11 protection on Oct. 15, 2007 (Bankr.
C.D. Calif. Case No. 07-19271).  Jeremy V. Richards, Esq., and
Scotta E. McFarland, Esq., at Pachulski, Stang, Ziehl & Jones,
LLP, represent the Debtor.

Los Angeles-based Pacific Insulation Company was incorporated in
California by Thorpe on May 23, 2000, to be its wholly owned
subsidiary.  On Oct. 1, 2000, Pacific transferred 100% of its
shares to Thorpe in exchange for Thorpe's materials division
assets.  Thorpe's sole shareholders and board members, Robert W.
Fults and Linda Fults, own 50.1% and 49.9% of Pacific,
respectively.  Pacific is a southwest commercial and industrial
insulation distributor and fabricator with locations in Southern
and Northern California, Arizona, and Nevada.  It provides pipe,
air handling, fire barrier, board and blanket insulation as well
as adhesives, mastics and sealants.  Pacific has never installed
or sold any materials containing asbestos.  It currently has 55
full-time employees.

Pacific filed for chapter 11 petition on Oct. 31, 2007 (Bankr.
C.D. Calif. Case No. 07-20016) due to its alleged asbestos
liability and the failure of Thorpe's insurers to pay asbestos
claims asserted against Thorpe.  John A. Lapinski, Esq., Leslie R.
Horowitz, Esq., and Stephen R. Hyam, Esq., at Clark & Trevithick,
represent Pacific in its restructuring efforts.

On Nov. 6, 2007, Pacific's case was jointly administered under
Thorpe Insulation's bankruptcy proceeding.

Continental Insurance Company is represented by:

          Robert Binion, Esq.
          Rodney Eshelman, Esq.
          Alan Palmer Jacobus, Esq.
          CARROLL, BURDICK & McDONOUGH, LLP
          44 Montgomery Street, Suite 400
          San Francisco, CA 94104
          E-mail: rbinion@cbmlaw.com
                  reshelman@cbmlaw.com
                  ajacobus@cbmlaw.com

               - and -

          David C. Christian II, Esq.
          Jason J. DeJonker, Esq.
          SEYFARTH SHAW, LLP
          131 South Dearborn Street, Suite 2400
          Chicago, IL 60603-5577
          E-mail: jdejonker@seyfarth.com

Thorpe Insulation Company is represented by:

          Daniel J. Bussel, Esq.
          David M. Guess, Esq.
          Kenneth N. Klee, Esq.
          Thomas E. Patterson, Esq.
          KLEE, TUCHIN, BOGDANOFF & STERN LLP
          1999 Avenue of the Stars, Thirty-Ninth Floor
          Los Angeles, CA 90067-6049
          E-mail: dbussel@ktbslaw.com
                  dguess@ktbslaw.com
                  tpatterson@ktbslaw.com

               - and -

          Margie I. Dupuis, Esq.
          Richard W. Esterkin, Esq.
          Asa S. Hami, Esq.
          Michel Y. Horton, Esq.
          Charles J. Malaret, Esq.
          Paul A. Richler, Esq.
          MORGAN, LEWIS & BOCKIUS LLP
          300 South Grand Ave, 22nd Fl.
          Los Angeles, CA 90071-3132
          E-mail: resterkin@morganlewis.com
                  mhorton@morganlewis.com
                  cmalaret@morganlewis.com

               - and -

          Thomas M. Peterson, Esq.
          Jeffrey S. Raskin, Esq.
          MORGAN, LEWIS & BOCKIUS LLP
          One Market, Spear Street Tower
          San Francisco, CA 94105-1596
          E-mail: tmpeterson@morganlewis.com
                  jraskin@morganlewis.com

               - and -

          Scotta E. McFarland, Esq.
          Jeremy V. Richards, Esq.
          PACHULSKI, STANG, ZIEHL, YOUNG, & JONES LLP

Thorpe's Official Creditors Committee and Pacific Insulation
Company are represented by:

          Peter J. Benvenutti, Esq.
          Michaeline H. Correa, Esq.
          JONES DAY
          555 California Street, 26th Floor
          San Francisco, CA 94104
          E-mail: pjbenvenutti@jonesday.com
                  mcorrea@jonesday.com

               - and -

          Peter Lockwood, Esq.
          Ronald E. Reinsel, Esq.
          CAPLIN & DRYSDALE
          Washington, D.C.
          E-mail: plockwood@capdale.com
                  rer@capdale.com

The Future Claims Representative is represented by:

         Gary Fergus, Esq.
         FERGUS, A LAW OFFICE
         595 Market Street, #2430
         San Francisco, CA 94105


TRIBUNE CO: Bank Debt Trades at 34% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Tribune Co. is a
borrower traded in the secondary market at 65.59 cents-on-the-
dollar during the week ended Friday, April 6, 2012, a drop of 0.53
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 167 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.  The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Tribune CRO Don Liebentritt said it is possible the media company
could emerge late in the third quarter of 2012.

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


TXU CORP: Bank Debt Trades at 45% 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 55.08 cents-on-the-dollar during the week
ended Friday, April 6, 2012, a drop of 1.67 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 167 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 60.52 cents-on-the-dollar during the week
ended Friday, April 6, 2012, a drop of 1.40 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
167 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.


UNITED DC: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: United DC, Inc.
        8947 Market Street
        Houston, TX 77029

Bankruptcy Case No.: 12-32620

Chapter 11 Petition Date: April 3, 2012

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

Judge: Marvin Isgur

Debtor's Counsel: Melissa Anne Haselden
                  HOOVER SLOVACEK LLP
                  5847 San Felipe, Suite 2200
                  Houston, TX 77057
                  Tel: (713) 977-8686
                  Fax: (713) 977-5395
                  E-mail: Haselden@hooverslovacek.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 Marc S. Levine, CEO.


UNITED RETAIL: Judge Clears Versa Capital Sole Bid
--------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that United Retail Group
Inc. will be sold to stalking horse bidder Versa Capital
Management LLC for cash and assumed liabilities, after a New York
bankruptcy judge approved the deal Tuesday once several creditor
objections were resolved.

After no competing bids were submitted by a March 20 deadline, a
planned March 23 auction was canceled, with Versa affiliate
Ornatus URG Acquisition LLC coming out as the sole bidder,
according to Law360.

                   About Versa Capital Management

Versa Capital Management, Inc. --http://www.versa.com/-- is a
private equity investment firm with $1.2 billion of assets under
management and is focused on control investments in special
situations involving middle market companies in a variety of
industries across the United States.

                    About United Retail Group

United Retail Group Inc., owner of the Avenue brand of women's
fashion apparel and a subsidiary of Redcats USA, sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 12-10405) on Feb. 1,
2012, as it seeks to sell the business to Versa Capital Management
for $83.5 million, subject to higher and better offers.

The Company's legal advisor is Kirkland & Ellis LLP; AlixPartners
LLP serves as restructuring advisor and Peter J. Solomon Company
serves as financial advisor and investment banker; and Donlin
Recano & Company Inc. is the notice, claims and administrative
agent.  Versa Capital's legal advisor is Sullivan & Cromwell LLP.

Avenue has 433 stores and an e-commerce site --
http://www.avenue.com/. Avenue employs roughly 4,422 employees,
roughly 294 of which are located at Avenue's corporate
headquarters in Rochelle Park, New Jersey or at the Troy
Distribution Facility.  The Company disclosed $117.2 million in
assets and $67.3 million in liabilities as of the Chapter 11
filing.

Cooley LLP serves as counsel for the Official Committee of
Unsecured Creditors.


VELO HOLDINGS: DIP Lenders Require Bankruptcy Exit by Nov. 30
-------------------------------------------------------------
V2V Holdings LLC, Vertrue LLC and each of their affiliated debtors
obtained interim authority from the Bankruptcy Court to obtain
postpetition financing from Barclays Bank PLC, as administrative
agent and collateral agent for itself and a syndicate of financial
institutions.

The Debtors also obtained interim authority to use cash collateral
securing their obligations to their prepetition first lien
lenders.

The right to use the Cash Collateral expires, among other things,
upon:

     (a) the Debtors' failure to file by April 30, 2012, motions
         with the Court seeking authorization to pursue the sales
         of the Coverdell & Company, Inc. business and Neverblue
         Communications, Inc. business and approving the bid
         protections, auction process and sale procedures for such
         sales;

     (b) the Debtors' failure to file by April 16, 2012, an
         application with the Court to employ a Chief
         Restructuring Officer to supervise and direct a so-called
         Harvest Transaction as defined in the DIP Agreement;

     (c) the Debtors' failure to file with the Court by Aug. 20,
         2012, a plan of reorganization in form and substance
         reasonably satisfactory to the First Lien Prepetition
         Agent;

     (d) failure of the Debtors to obtain approval of the
         disclosure statement respecting the Debtors' plan of
         reorganization by Oct. 1, 2012;

     (e) failure of the Debtors to obtain an order confirming the
         Debtors' plan of reorganization by Nov. 16, 2012; and

     (f) failure of the Debtors to have the plan of reorganization
         declared effective by Nov. 30, 2012.

The DIP Facility consists of a superpriority senior secured
multiple-draw term loan facility made available to the Borrowers
in an aggregate principal amount of $40,000,000, and is comprised
of (i) an amount not to exceed $12,000,000 in the aggregate of
multiple draw new money term loans, or so-called Tranche A-1
Loans; (ii) an amount not to exceed $8,000,000 in the aggregate of
multiple draw new money term loans, or so-called Tranche A-2
Loans; and (iii) a dollar-for-dollar roll up of $20,000,000 in
respect of outstanding first lien prepetition debt.

The Interim Order permits the Debtors to borrow from the DIP
Lenders up to $5,000,000 in New Money DIP Loans and $5,000,000 in
Roll Up DIP Loans.

The Debtors also obtained interim authority to grant adequate
protection to the First Lien Lenders with respect to, inter alia,
all use and diminution in value of their collateral.

Barclays is also the administrative agent and collateral agent
under a First Lien Credit Agreement, dated as of Aug. 16, 2007.

Wilmington Trust, National Association, serves as administrative
agent and collateral agent under the Debtors' Second Lien Credit
Agreement, dated as of Aug. 16, 2007.

As of the bankruptcy filing date, the Debtors owe the First Lien
Lenders $373,350,703 in respect of loans made and $100,000 in
respect of letters of credit issued.

The DIP Credit Agreement provides that each of the Debtor forever
waives and releases any and all "claims", counterclaims, causes of
action, defenses and setoff rights against the First Lien
Prepetition Agent and each of the other First Lien Prepetition
Secured Parties, whether arising at law or in equity, including,
without limitation, any recharacterization, subordination,
avoidance or other claim arising under or pursuant to section 105
or chapter 5 of the Bankruptcy Code or under any other similar
provisions of applicable state or federal law.

The Debtors and Barclays have agreed upon (i) a form of budget for
the Debtors' ACU business and (ii) a form of budget for the
Debtors' Coverdell and Neverblue businesses, each projecting cash
flow for 13 weeks.  On a monthly basis, the Debtors will provide
to the DIP Agent updated Budgets for the Budget Period in
substantially the same format as the previous Budgets.

The DIP liens are subject to a "Carve-Out" for (i) all fees
required to be paid to the Clerk of the Bankruptcy Court and to
the United States Trustee pursuant to 28 U.S.C. Sec. 1930(a), (ii)
fees and disbursements incurred by a chapter 7 trustee (if any)
under section 726(b) of the Bankruptcy Code in an amount not to
exceed $75,000, (iii) accrued but unpaid fees and expenses of
professionals retained by the Debtors or by an official committee
of unsecured creditors appointed in the case, incurred prior to an
Event of Default or Cash Collateral Termination Event and allowed
by the Bankruptcy Court, and (iv) after the occurrence and during
the continuance of an Event of Default or Cash Collateral
Termination Event, allowed and unpaid professional fees and
expenses incurred by (x) the Debtors, in an amount not to exceed
$600,000 or (y) the Creditors' Committee, subject to the
restrictions set forth in the Interim Order, in an amount not to
exceed $150,000.

The DIP Facility also provides that, as of the last day of each
month, Pro Forma EBITDA for the Debtors' CDNB Business on a
cumulative basis, measured from Jan. 1, 2012, through such date,
shall not be less than:

          Period ending           Minimum Pro Forma EBITDA
          -------------           ------------------------
          April 30, 2012                 $6,900,000
          May 31, 2012                   $8,500,000
          June 30, 2012                 $10,200,000
          July 31, 2012                 $12,300,000
          August 31, 2012               $14,300,000
          September 30, 2012            $16,500,000
          October 31, 2012              $18,900,000
          November 30, 2012             $21,200,000

The Debtors also agree not permit the sum of the amount of cash
and cash equivalents on hand plus the unused Tranche A-1 Loans
available for borrowing at such time to be less than $2,000,000 at
any time.

The members of the DIP lending consortium include:

     * General Electric Capital Corporation,
     * GoldenTree Capital Solutions Fund Financing,
     * GoldenTree Capital Solutions Offshore Fund Financing,
     * GoldenTree Credit Opportunities Financing I, Ltd.,
     * GoldenTree 2004 Trust,
     * GN3 SIP Limited,
     * GoldenTree High Yield Value Fund Offshore 110 Limited,
     * GoldenTree Credit Opportunities Second Financing, LTD.,
     * Absalon II Limited,
     * Unipension Invest F.M.B.A. High Yield Obligationer, and
     * GoldenTree High Yield Value Fund Offshore (Strategic),
       Ltd.

Attorneys for the First Lien Prepetition Agent and the DIP Agent
are:

          Margot B. Schonholtz, Esq.
          Ana M. Alfonso, Esq.
          WILLKIE FARR & GALLAGHER LLP
          787 Seventh Avenue
          New York, NY 10019
          E-mail: mschonholtz@willkie.com
                  aalfonso@willkie.com

Attorneys for the Second Lien Prepetition Agent are:

          James P. Seery, Jr., Esq.
          Lee S. Attanasio, Esq.
          SIDLEY AUSTIN LLP
          787 Seventh Avenue
          New York, NY 10019
          E-mail: jseery@sidley.com
                  lattanasio@sidley.com

The First Lien Prepetition Agent and DIP Agent also has hired FTI
Consulting, Inc.

The Court will hold a Final DIP Hearing on April 23, 2012, at
10:00 a.m. (prevailing Eastern time).

A copy of the Interim DIP Order is available at

                        http://is.gd/nQqvh6

                  About Velo Holdings, V2V et al.

V2V Corp. 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.  V2V 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, V2V was acquired by a
consortium of private equity firms led primarily by investing
affiliates of One Equity Partners.

Norwalk, Connecticut-based Velo Holdings Inc. and various
affiliates, including V2V, filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Case Nos. 12-11384 to 12-11386 and 12-11388 to 12-11398)
on April 2, 2012.  The debtor-affiliates are V2V Holdings LLC,
Coverdell & Company, Inc., V2V Corp., LN Inc., FYI Direct Inc.,
Vertrue LLC, Idaptive Marketing LLC, My Choice Medical Holdings
Inc., Adaptive Marketing LLC, Interactive Media Group (USA) Ltd.,
Brand Magnet Inc., Neverblue Communications Inc., and Interactive
Media Consolidated Inc.

Judge Martin Glenn presides over the case.  Lawyers at Dechert LLP
serve as the Debtors' counsel.  The Debtors' financial advisors
are Alvarez & Marsal Securities LLC.  The Debtors' investment
banker is Alvarez & Marsal North America, LLC.

Quinn Emanuel Urquhart & Sullivan, LLP, serves as the Debtors'
special counsel.  Epiq Bankruptcy Solutions serves as the Debtors'
claims agent.  Velo Holdings estimated $100 million to $500
million in assets and $500 million to $1 billion in debts.  The
petitions were signed by George Thomas, general counsel.


VELO HOLDINGS: Hires Epiq as Claims & Notice Agent
--------------------------------------------------
Velo Holdings Inc. and its debtor-affiliates sought and obtained
Bankruptcy Court permission to employ Epiq Bankruptcy Solutions,
LLC, as claims and noticing agent to, among other things, (i)
distribute required notices to parties-in-interest, (ii) receive,
maintain, docket and otherwise administer the proofs of claim
filed in the Debtors' chapter 11 cases, and (iii) provide such
other administrative services -- as required by the Debtors --
that would fall within the purview of services to be provided by
the Clerk's Office.

Although the Debtors have not yet filed their schedules of assets
and liabilities, they anticipate that there will be in excess of
4,000 entities to be noticed.  In view of the number of
anticipated claimants and the complexity of the Debtors'
businesses, the Debtors submit that the appointment of a claims
and noticing agent is both necessary and in the best interests of
both the Debtors' estates and their creditors.

Prior to the Petition Date, Epiq performed certain professional
services for the Debtors in accordance with the Services
Agreement.  The Debtors do not owe Epiq any amount for services
performed or expenses incurred prior to the Petition Date.
Notwithstanding any terms in the Services Agreement to the
contrary, Epiq did not receive a retainer prior to the Petition
Date.

Jennifer M. Meyerowitz, Esq., Vice President and Senior Consultant
of Epiq, attests that Epiq is a "disinterested person" within the
meaning of section 101(14) of the Bankruptcy Code with respect to
the matters upon which it is to be engaged.

                  About Velo Holdings, V2V et al.

V2V Corp. 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.  V2V 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, V2V was acquired by a
consortium of private equity firms led primarily by investing
affiliates of One Equity Partners.

Norwalk, Connecticut-based Velo Holdings Inc. and various
affiliates, including V2V, filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Case Nos. 12-11384 to 12-11386 and 12-11388 to 12-11398)
on April 2, 2012.  The debtor-affiliates are V2V Holdings LLC,
Coverdell & Company, Inc., V2V Corp., LN Inc., FYI Direct Inc.,
Vertrue LLC, Idaptive Marketing LLC, My Choice Medical Holdings
Inc., Adaptive Marketing LLC, Interactive Media Group (USA) Ltd.,
Brand Magnet Inc., Neverblue Communications Inc., and Interactive
Media Consolidated Inc.

Judge Martin Glenn presides over the case.  Lawyers at Dechert LLP
serve as the Debtors' counsel.  The Debtors' financial advisors
are Alvarez & Marsal Securities LLC.  The Debtors' investment
banker is Alvarez & Marsal North America, LLC.

Quinn Emanuel Urquhart & Sullivan, LLP, serves as the Debtors'
special counsel.  Epiq Bankruptcy Solutions serves as the Debtors'
claims agent.  Velo Holdings estimated $100 million to $500
million in assets and $500 million to $1 billion in debts.  The
petitions were signed by George Thomas, general counsel.

Lawyers at Willkie Farr & Gallagher LLP represent Barclays, the
First Lien Prepetition Agent and the DIP Agent.  The First Lien
Prepetition Agent and DIP Agent also has hired FTI Consulting,
Inc.  Sidley Austin LLP represents the Second Lien Prepetition
Agent.


VELO HOLDINGS: Schedules Filing Deadline Extended Until May 17
--------------------------------------------------------------
At the behest of Velo Holdings Inc., the Bankruptcy Court extended
the Debtors' deadline to file (i) schedules of assets and
liabilities, schedules of executory contracts and unexpired
leases, and statements of financial affairs through and including
May 17, 2012; and (ii) reports of financial information under
Bankruptcy Rule 2015.3 until 30 days after the meeting of
creditors to be held pursuant to 11 U.S.C. Section 341.

The 341 Meeting may remain open and be adjourned from time to time
if the U.S. Trustee determines that further examination of the
Debtors regarding the Reports is necessary and appropriate.

Section 521 of the Bankruptcy Code requires, among other things,
that the Debtors file their Schedules.  Fed. R. Bank. P. 1007(c)
provides, in pertinent part, that "the schedules, statements, and
other documents required by subdivision (b)(1), (4), (5) and (6)
will be filed with the petition or within 14 days thereafter,
except as otherwise provided in subdivisions (d), (e), (f) and (h)
of this rule."

Pursuant to the Bankruptcy Rules, the time within which to file
the Schedules may be extended for "cause."  The Debtors currently
are focusing on maintaining operations with minimal disruption
during their transition into these chapter 11 cases, while
pursuing a sale process.  Accordingly, the Debtors have limited
resources available to complete the detailed internal review of
their books and records necessary to complete the Schedules while
attending to the numerous other matters involved in such
transition.

The narratives and data incorporated in the Debtors' chapter 11
petitions and the exhibits attached thereto provide creditors and
parties in interest with a substantial amount of information about
the Debtors and their financial affairs.  Pursuant to Rule 1007-2
of the Local Bankruptcy Rules for the Southern District of New
York, the Debtors have provided and filed with the Court the First
Day Declaration setting forth, among other things, the holders of
the 30 largest unsecured claims on a consolidated basis, the
holders of the five largest secured claims on a consolidated
basis, a summary of the Debtors' assets and liabilities, a list of
all the Debtors' property in the possession of any custodian, the
location of the Debtors' substantial assets, and the names of the
Debtors' existing senior management.  In addition, upon reasonable
request, the Debtors will provide parties in interest with
material information concerning their business and financial
affairs, including information that will be contained in the
Schedules, as such information becomes available.

Notwithstanding the Debtors' limited resources, the Debtors
already have begun, and will continue, to work diligently to
compile the information necessary to complete the Schedules.
Specifically, the Debtors must continue to gather information from
various documents and locations and complete the posting of their
books and records as of the Petition Date or other dates, as
appropriate.  Once the necessary information is compiled, the
Debtors (and their counsel) must review that information to
prepare and verify the Schedules.

The Debtors do not believe that they will have sufficient time to
complete preparation of the Schedules within the 15 days allotted
by Rule 1007(c) of the Bankruptcy Rules. At this point, the
Debtors believe that they will need a total of at least 45
calendar days, through and including May 17, to prepare the
Schedules for filing.

                  About Velo Holdings, V2V et al.

V2V Corp. 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.  V2V 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, V2V was acquired by a
consortium of private equity firms led primarily by investing
affiliates of One Equity Partners.

Norwalk, Connecticut-based Velo Holdings Inc. and various
affiliates, including V2V, filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Case Nos. 12-11384 to 12-11386 and 12-11388 to 12-11398)
on April 2, 2012.  The debtor-affiliates are V2V Holdings LLC,
Coverdell & Company, Inc., V2V Corp., LN Inc., FYI Direct Inc.,
Vertrue LLC, Idaptive Marketing LLC, My Choice Medical Holdings
Inc., Adaptive Marketing LLC, Interactive Media Group (USA) Ltd.,
Brand Magnet Inc., Neverblue Communications Inc., and Interactive
Media Consolidated Inc.

Judge Martin Glenn presides over the case.  Lawyers at Dechert LLP
serve as the Debtors' counsel.  The Debtors' financial advisors
are Alvarez & Marsal Securities LLC.  The Debtors' investment
banker is Alvarez & Marsal North America, LLC.

Quinn Emanuel Urquhart & Sullivan, LLP, serves as the Debtors'
special counsel.  Epiq Bankruptcy Solutions serves as the Debtors'
claims agent.  Velo Holdings estimated $100 million to $500
million in assets and $500 million to $1 billion in debts.  The
petitions were signed by George Thomas, general counsel.

Lawyers at Willkie Farr & Gallagher LLP represent Barclays, the
First Lien Prepetition Agent and the DIP Agent.  The First Lien
Prepetition Agent and DIP Agent also has hired FTI Consulting,
Inc.  Sidley Austin LLP represents the Second Lien Prepetition
Agent.


VELO HOLDINGS: Rejects Contract With V2V President Sung
-------------------------------------------------------
Velo Holdings Inc. and its debtor-affiliates seek Bankruptcy Court
permission to reject the Employment Agreement and Addendum to
Employment Agreement with Jay T. Sung, dated as of Aug. 14, 2007.

Mr. Sung agreed to serve as President of V2V Holdings LLC.  Under
the terms of the Sung Employment Agreement, upon a termination
without cause, the Debtors agreed to pay Mr. Sung subject to
certain conditions:

     (i) any accrued but unpaid base salary for services rendered
         to the date of termination;

    (ii) any accrued but unpaid expenses;

   (iii) any unused vacation accrued to the date of termination;

    (iv) benefit plans and fringe benefits in accordance with the
         terms of such plans, policies and arrangements;

     (v) severance equal to 2.0 times the sum of base salary (as
         salary continuation);

    (vi) a bonus of 100% of the targeted annual bonus that Mr.
         Sung would be eligible for at the end of the fiscal year
         of the termination pro-rated based on the number of
         completed months in the year of termination if Mr. Sung
         executes a general release; and

   (vii) continuation on behalf of Sung's medical benefits.

On March 9, 2012, the Debtors terminated Mr. Sung's employment.

The Debtors also seek to reject a Performance Bonus Agreement with
Mr. Sung dated as of December 13, 2010.  The Bonus Agreement
provides for a lump sum bonus for calendar years 2011 and 2012.
Upon a termination without cause, the Debtors agreed to pay Mr.
Sung (i) $500,000 by March 15, 2012, plus (ii) $1,000,000 by March
15, 2013, subject to certain conditions.

The Debtors said the obligations under the Sung Contract
constitute a significant financial burden for the Debtors.
Specifically, the Contract represents an obligation of roughly
$1,500,000 ($500,000 for 2011 performance payments and $1,000,000
for 2012 performance payments).  Moreover, with respect to Mr.
Sung's employment agreement and related contracts, the Debtors do
not benefit from paying Mr. Sung any compensation as his
employment was terminated prior to the Petition Date.

                  About Velo Holdings, V2V et al.

V2V Corp. 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.  V2V 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, V2V was acquired by a
consortium of private equity firms led primarily by investing
affiliates of One Equity Partners.

Norwalk, Connecticut-based Velo Holdings Inc. and various
affiliates, including V2V, filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Case Nos. 12-11384 to 12-11386 and 12-11388 to 12-11398)
on April 2, 2012.  The debtor-affiliates are V2V Holdings LLC,
Coverdell & Company, Inc., V2V Corp., LN Inc., FYI Direct Inc.,
Vertrue LLC, Idaptive Marketing LLC, My Choice Medical Holdings
Inc., Adaptive Marketing LLC, Interactive Media Group (USA) Ltd.,
Brand Magnet Inc., Neverblue Communications Inc., and Interactive
Media Consolidated Inc.

Judge Martin Glenn presides over the case.  Lawyers at Dechert LLP
serve as the Debtors' counsel.  The Debtors' financial advisors
are Alvarez & Marsal Securities LLC.  The Debtors' investment
banker is Alvarez & Marsal North America, LLC.

Quinn Emanuel Urquhart & Sullivan, LLP, serves as the Debtors'
special counsel.  Epiq Bankruptcy Solutions serves as the Debtors'
claims agent.  Velo Holdings estimated $100 million to $500
million in assets and $500 million to $1 billion in debts.  The
petitions were signed by George Thomas, general counsel.

Lawyers at Willkie Farr & Gallagher LLP represent Barclays, the
First Lien Prepetition Agent and the DIP Agent.  The First Lien
Prepetition Agent and DIP Agent also has hired FTI Consulting,
Inc.  Sidley Austin LLP represents the Second Lien Prepetition
Agent.


VICTORY ENERGY: WilsonMorgan LLP Raises Going Concern Doubt
-----------------------------------------------------------
Victory Energy Corporation filed its annual report on Form 10-K
for the fiscal year ended Dec. 31, 2011.

WilsonMorgan LLP, in Irvine, California, expressed substantial
doubt about Victory Energy's ability to continue as a going
concern.  The independent auditors noted that the Company has
experienced recurring losses since inception and has an
accumulated deficit.

The Company reported a net loss of $3.95 million on $305,180 of
revenues for 2011, compared with a net loss of $432,713 on
$385,889 of revenues for 2010.

The Company's balance sheet at Dec. 31, 2011, showed $1.52 million
in total assets, $2.10 million in total liabilities, and a
stockholders' deficit of $582,519.

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

                       http://is.gd/XIxYqI

Austin, Texas-based Victory Energy Corporation is engaged in the
exploration, acquisition, development and exploitation of domestic
oil and gas properties.  Current operations are primarily located
onshore in Texas, New Mexico and Oklahoma.


WATERLOO RESTAURANT: Files Schedules of Assets and Liabilities
--------------------------------------------------------------
Waterloo Restaurant Ventures, Inc., has filed the U.S. Bankruptcy
Court for the Northern District of Texas its schedules of assets
and liabilities, disclosing:

    Name of Schedule              Assets         Liabilities
    ----------------            -----------      -----------
A. Real Property                        $0
B. Personal Property           $22,912,226
C. Property Claimed as
    Exempt
D. Creditors Holding
    Secured Claims                               $15,637,694
E. Creditors Holding
    Unsecured Priority
    Claims                                          $444,332
F. Creditors Holding
    Unsecured Non-priority
    Claims                                        $1,373,151
                               ------------       ----------
       TOTAL                    $22,912,226      $17,455,176

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

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

                    About Waterloo Restaurant

Waterloo Restaurant Ventures, Inc., operator of 12 Romano's
Macaroni Grill restaurants, filed a Chapter 11 petition (Bankr.
N.D. Tex. Case No. 12-31573) in Dallas on March 8, 2012, to pursue
a sale of the business.  The Debtor has 12 stores are in
California, Oregon and Washington.  The Italian-style casual
dining chain said there was a "dramatic decrease in sales in the
majority of the franchises" the company owns.  Some were
generating negative cash flows from operations.

Judge Barbara J. Houser presides over the case.  Waterloo is
represented by Rochelle McCullough, LLP.

As of April 5, 2012, the Office of the U.S. Trustee has not
appointed an official committee of unsecured creditors.


WATERLOO RESTAURANT: Court Grants Final OK on $850,000 DIP Loan
---------------------------------------------------------------
Waterloo Restaurant Ventures, Inc., obtained on April 5 final
approval from the U.S. Bankruptcy Court for the Northern District
of Texas to obtain post-petition secured financing from General
Electric Capital Corporation under a secured, priming lien; and to
use the cash collateral of GECC to pay the Debtor's ordinary
operating expenses.

As reported by the Troubled Company Reporter on March 16, 2012,
the Debtor sought court permission to obtain the DIP financing and
to use cash collateral.  The Debtor believes that all of the cash
collateral so used constitutes the collateral for GECC's loans to
the Debtor.  GECC would make available $550,000 under any Interim
Order, with an additional $300,000 available, in GECC's sole
discretion, upon entry of a final court order approving the
extension of credit.

On March 15, 2012, the Debtor obtained interim approval from the
Court to use obtain DIP financing and to use the cash collateral.

The Debtor is authorized and empowered to immediately borrow and
obtain the Loans and other financial and credit accommodations
from the DIP Lender pursuant to the terms and conditions of the
DIP Credit Agreement, the other DIP credit documents and the final
DIP court order.  A copy of the DIP Credit Agreement is available
for free at http://is.gd/u2M9Tc

The Debtor will use the proceeds of the Loans made by the DIP
Lender pursuant to the DIP Credit Agreement, the other DIP Credit
Documents and this final DIP court order, only in accordance with
the budget, a copy of which is available for free at:

                      http://is.gd/Cd5DKL

For all obligations now existing or hereafter arising pursuant to
the DIP Credit Agreement, the other DIP Credit Documents, the
interim court order and the final DIP court order, the DIP Lender
is granted an allowed super-priority administrative claim.

The Debtor is authorized to use the cash collateral of the
existing lender during the period from the Petition Date through
the earlier of (a) the acceleration of the obligations following
an event of default under the DIP Credit Agreement or (b) the
maturity date of the DIP Credit Agreement, solely for the purpose
of paying the expenses and making the disbursements set forth in
the Budget.

All objections to the entry of the final DIP court order are
resolved by the terms hereof or, to the extent not resolved, are
overruled.  Objections had been filed on March 29 by creditors
General Growth Landlords, FreshPoint Central California, Inc.,
Triple B Corp., and by Kenneth McCloskey, Beverly Sebanc and Allan
Sebanc.

GECC is represented by:

           Jeffrey T. Wegner
           Kutak Rock LLP
           The Omaha Building
           1650 Farnam Street
           Omaha, NE 68102
           Tel: (402) 346-6000

                    About Waterloo Restaurant

Waterloo Restaurant Ventures, Inc., operator of 12 Romano's
Macaroni Grill restaurants, filed a Chapter 11 petition (Bankr.
N.D. Tex. Case No. 12-31573) in Dallas on March 8, 2012, to pursue
a sale of the business.  The Debtor has 12 stores are in
California, Oregon and Washington.  The Italian-style casual
dining chain said there was a "dramatic decrease in sales in the
majority of the franchises" the company owns.  Some were
generating negative cash flows from operations.

Judge Barbara J. Houser presides over the case.  Waterloo is
represented by Rochelle McCullough, LLP.  Martin J. Giardina at
Capital Insight, LLC, serves as the Debtor's chief restructuring
officer.  In its schedules, Waterloo listed $22,912,226 in total
assets and $17,455,176 in total liabilities.

As of April 5, 2012, the Office of the U.S. Trustee has not
appointed an official committee of unsecured creditors.


WATERLOO RESTAURANT: Court Okays Capital Insight's Giardina as CRO
------------------------------------------------------------------
Waterloo Restaurant Ventures, Inc., obtained permission from the
U.S. Bankruptcy Court for the Northern District of Texas to (a)
employ and retain Capital Insight, LLC, to provide the Debtor with
a chief restructuring officer and additional personnel, and (b)
designate Martin J. Giardina as the CRO.

As reported by the Troubled Company Reporter on March 22, 2012,
Capital, an investment bank focused on providing a full range of
advisory services to companies in industries with an investment
concentration in multi-unit retail, consumer products, and energy,
among others, was retained by Waterloo pursuant to an Engagement
Letter dated Feb. 25, 2012.  As CRO, Mr. Giardina -- head of
Capital's interim asset management group relating to restaurant,
convenience and gas -- will report to the senior executives of
Waterloo and direct Waterloo's activities with an objective of
being able to fulfill a plan of reorganization.

                    About Waterloo Restaurant

Waterloo Restaurant Ventures, Inc., operator of 12 Romano's
Macaroni Grill restaurants, filed a Chapter 11 petition (Bankr.
N.D. Tex. Case No. 12-31573) in Dallas on March 8, 2012, to pursue
a sale of the business.  The Debtor has 12 stores are in
California, Oregon and Washington.  The Italian-style casual
dining chain said there was a "dramatic decrease in sales in the
majority of the franchises" the company owns.  Some were
generating negative cash flows from operations.

Judge Barbara J. Houser presides over the case.  Waterloo is
represented by Rochelle McCullough, LLP.  In its schedules,
Waterloo listed $22,912,226 in total assets and $17,455,176 in
total liabilities.

As of April 5, 2012, the Office of the U.S. Trustee has not
appointed an official committee of unsecured creditors.


WESTMORELAND COAL: Jeffrey Gendell Discloses 20.4% Equity Stake
---------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Jeffrey L. Gendell and his affiliates
disclosed that, as of April 2, 2012, they beneficially own
2,840,261 shares of common stock of Westmoreland Coal Company
representing 20.4% of the shares outstanding.  As previously
reported by the TCR on Jan. 9, 2012, Mr. Gendell reported
beneficial ownership of 3,064,826 common shares or 22.2%
equity stake.  A copy of the amended filing is available for free
at http://is.gd/uEiTIw

                      About Westmoreland Coal

Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE
AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest
independent coal company in the United States.  The Company's coal
operations include coal mining in the Powder River Basin in
Montana and lignite mining operations in Montana, North Dakota and
Texas.  Its power operations include ownership of the two-unit
ROVA coal-fired power plant in North Carolina.

The Company reported a net loss of $36.87 million in 2011, a net
loss of $3.17 million in 2010, and a net loss of $29.16 million
in 2009.

The Company's balance sheet at Dec. 31, 2011, showed $759.17
million in total assets, $1.01 billion in total liabilities and a
$249.85 million total deficit.

                         *     *     *

As reported in the TCR on March 4, 2011, Standard & Poor's Ratings
Services said that it assigned a 'CCC+' corporate credit rating to
Colorado Springs, Colorado-based Westmoreland Coal Co.  The rating
outlook is stable.


WILLIAM LYON: S&P Withdraws 'D' Corporate Credit & Issue Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'D' corporate
credit rating on William Lyon Homes (William Lyon), as well as its
'D' ratings on the company's $66.7 million 7.625% unsecured notes
due 2012, its $138.8 million 10.75% notes due 2013, and its $77.9
million 7.5% unsecured notes due 2014. "At the same time, we
withdrew the '4' recovery rating on all of the unsecured notes.
The company recently emerged from bankruptcy and exchanged these
publicly rated unsecured notes for stock and new, unrated secured
notes," S&P said.

"We withdrew our ratings on William Lyon and its rated debt after
the company emerged from bankruptcy and exchanged previously rated
securities for new, unrated secured notes and equity," said credit
analyst Matthew Lynam.

"On Feb. 10, 2012, the U.S. Bankruptcy Court confirmed the
company's plan of reorganization. On Feb. 25, 2012, the company
and its subsidiaries completed the transactions proposed within
the reorganization plan, including the issuance of $75 million
aggregate principal amount of 12% senior subordinated secured
notes due 2017 and 44.7 million shares of the company's new class
A common stock in exchange for the previously rated $283.4 million
of unsecured notes. We estimate that unsecured noteholders
received an estimated total initial recovery value of
approximately 37%," S&P said.


WOLFGANG CANDY: Appoints SVP & Chief Marketing Officer
------------------------------------------------------
Christina Kauffman at the York Dispatch reports that Wolfgang
Candy has hired Melinda Wonders, a former Hershey Foods strategist
as its senior vice president and chief marketing officer.

According to the report, Ms. Wonders will determine the company's
national approach, influence and build brand strategies for
national sales, and focus on "growing core base business and
accelerating Wolfgang's retail brand presence nationally."  The
report notes Ms. Wonders' prior posts include vice president of
sales and marketing for Savory Foods and, for more than 15 years,
director of marketing, director of marketing licensing and
director of special channels marketing at The Hershey Company.

The report relates Mr. Wonders said in the release that Wolfgang's
future plans include growing brand equity and expanding
distribution across the United States.

Based in York, Pennsylvania, Wolfgang Candy Co., Inc., filed for
Chapter 11 bankruptcy protection on March 13, 2012 (Bankr. M.D.
Penn. Case No. 12-01427).  Judge Mary D. France presides over the
case.  Lawrence V. Young, Esq., at CGA Law Firm, represents the
Debtor.  The Debtor listed assets of less than $50,000, and
estimated debts of between $1 million and $10 million.


XTREME OIL: LBB & Associates Raises Going Concern Doubt
-------------------------------------------------------
Xtreme Oil & Gas, Inc., filed on March 30, 2012, its annual report
on Form 10-K for the fiscal year ended Dec. 31, 2011.

LBB & Associates Ltd., LLP, in Houston, Texas, expressed
substantial doubt about Extreme Oil's ability to continue as a
going concern.  The independent auditors noted that of the
Company's absence of significant revenues, recurring losses from
operations, and its need for additional financing in order to fund
its projected loss in 2012

The Company reported a net loss of $205,088 on $2.49 million of
revenues for 2011, compared with a net loss of $7.08 million on
$89,835 of revenues for 2010.

The Company's balance sheet at Dec. 31, 2011, showed $8.99 million
in total assets, $6.60 million in total liabilities, and
stockholders' equity of $2.39 million.

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

                       http://is.gd/zSjTaH

Plano, Texas-based Xtreme Oil & Gas, Inc., owns working interest
on 10,348 surface acres containing 67 oil wells and drilling
locations in Texas, Kansas, and Oklahoma.


YUKON-NEVADA GOLD: Reports $26.4-Mil. Net Income in 2011
--------------------------------------------------------
Yukon-Nevada Gold Corp. filed on March 30, 2012, its annual report
on Form 40-F for the fiscal year ended Dec. 31, 2011.

Deloitte & Touche LLP, in Vancouver, Canada, said that the Company
has incurred net losses over the past several years and has a
working capital deficit in the amount of $52.7 million and has an
accumulated deficit of $358.9 million.  "These conditions indicate
the existence of material uncertainties that may cast substantial
doubt about the Company's ability to continue as a going concern."

The Company reported net income of $26.4 million on $105.1 million
of revenue for 2011, compared with a net loss of $190.4 million on
$71.4 million of revenue for 2010.

The Company's balance sheet at Dec. 31, 2011, showed
$327.6 million in total assets, $240.5 million in total
liabilities, and stockholders' equity of $87.1 million.

A copy of the Form 40-F is available for free at:

                       http://is.gd/0H1BNu

A copy of the consolidated financial statements for 2011 and 2010
is available for free at http://is.gd/LE4ROC

Vancouver, Canada-based Yukon-Nevada Gold Corp. is a North
American gold producer in the business of discovering, developing
and operating gold deposits.  The Company holds a diverse
portfolio of gold, silver, zinc and copper properties in the Yukon
Territory and British Columbia in Canada and in Nevada in the
United States.  The Company's focus has been on the acquisition
and development of late stage development and operating properties
with gold as the primary target.  Continued growth will occur by
increasing or initiating production from the Company's existing
properties.


ZOOM TELEPHONICS: Marcum LLP Raises Going Concern Doubt
-------------------------------------------------------
Zoom Telephonics, Inc., filed on March 30, 2012, its annual report
on Form 10-K for the fiscal year ended Dec. 31, 2011.

Marcum LLP, in Boston, Massachusetts, expressed substantial doubt
about Zoom Telephonics' ability to continue as a going concern.
The independent auditors noted that the Company has had recurring
net losses and continues to experience negative cash flows from
operations.

The Company reported a net loss of $870,054 on $12.67 million of
revenue for 2011, compared with net income of $268,185 on
$13.30 million of revenue for 2010.

The Company's balance sheet at Dec. 31, 2011, showed $5.05 million
in total assets, $1.43 million in total current liabilities, and
stockholders' equity of $3.62 million.

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

                       http://is.gd/8JTNdw

Located in Boston, Massachusetts, Zoom Telephonics, Inc., designs,
produces, markets, sells, and supports broadband and dial-up
modems, Wi-Fi(R) and Bluetooth(R) wireless products, and other
communication-related products.


* Moody's Says Healthcare Law Repeal Hits For-Profit Hospitals
--------------------------------------------------------------
The nullification of the 2010 healthcare law currently under
consideration by the US Supreme Court would be a credit negative
for for-profit hospital operators, says Moody's Investors Service
in a new special comment. The court is expected to announce in
June its decision on the constitutionality of the reform law,
which aimed to increase the number of individuals with healthcare
insurance by mandating that all individuals purchase coverage.

"If the law is fully or partially repealed, for-profit hospital
operators' costs of treating patients unable to pay their bills
would rise, and would limit operators' revenue growth and profit
margins and constrain cash flow," said Dean Diaz, a Moody's Vice
President-Senior Credit Officer and author of the report. "Bad
debt expense already averages over 10% of revenue of our rated
for-profit hospital operators."

Without the mandate that requires individuals to maintain
healthcare coverage or face penalties, the pool of uninsured
patients will likely expand, and along with increasing costs of
providing healthcare services, put even more pressure on for-
profit hospital operators. The biggest impact would be felt by
operators of acute care for-profit hospitals, including HCA Inc.
(B1 stable), Community Health Systems, Inc. (B1 negative) and
Tenet Healthcare Corporation (B2 positive), says Moody's.

Specialty hospital operators are likely to be less affected, says
Moody's. These operators - Select Medical Holdings Corp. (B2
positive), HealthSouth Corp. (B1 positive), Kindred Healthcare,
Inc. (B1 stable) and Acadia Healthcare Company, Inc. (B1 stable) -
do not offer emergency room services and see fewer uninsured
patients.


* Moody's Says U.S. Muni Market VRDBs Exposed to Bank Stresses
--------------------------------------------------------------
The market for bank-supported municipal debt faces headwinds in
2012 due to downward pressure on bank ratings, says Moody's
Investors Service in a new report. The debt that would be affected
by any rating actions includes variable rate demand bonds (VRDBs),
commercial paper and similar bank-supported US municipal debt.

Interest rates on these obligations are reset periodically at
levels at which they are expected to clear the market. The support
provider (e.g. a bank) commits to cover any shortfall in investor
demand on each reset date. Investors, including money market
funds, purchase these obligations based largely on the credit of
the bank providing support.

In February, Moody's initiated a review for downgrade of a number
of banks and securities firms with global capital market
operations in light of challenges not fully captured in their
current ratings, including fragile funding conditions, wider
credit spreads, increased regulatory burdens, and more difficult
operating conditions that have tended to diminish longer-term
profitability. The reviews are expected to conclude in May.

"If the reviews ultimately result in a contraction in the universe
of P-1 rated support providers, we may see rotation by money
market funds out of affected VRDBs and similar bank supported
obligations," said Moody's VP-Senior Credit Officer Thomas Jacobs,
a co-author of the report. "It could also result in a spike in
reset rates, increased incidence of failed remarketings, and
difficulty arranging replacements and extensions of support,
particularly for weaker credits."

A high volume of support facilities are scheduled to expire in
2012. In addition to the possibility of a smaller pool of banks
with Prime-1 ratings, evolving interpretations of Basel III and
other regulatory frameworks put in place following the 2008 credit
crisis may limit some banks' ability to provide new or extended
facilities as these commitments expire.

Mr. Jacobs said municipal issuers will continue to look for new
ways to maintain access to variable rate financing and minimize
financing cost in the context of investor demand and the banking
sector's capacity to provide cost effective credit and liquidity
support.

Moody's reports that the outstanding balance of bank-supported
municipal debt has been shrinking for the past several years. The
market functioned well in 2011 despite downward credit pressure on
banks that resulted in many rating downgrades and a record volume
of support facility expirations.

In 2011, many issuers replaced variable rate demand debt with
variable rate bank loans. Moody's expects issuers would rely even
more heavily on direct loans and other structures not reliant on
credit and liquidity support from banks in the event of a
contraction of the P-1 rated universe of support providers.


* Phelps Dunbar Expands Tampa Office With Two Bankruptcy Hires
--------------------------------------------------------------
Phelps Dunbar LLP announced March 30 that Michael P. Brundage has
joined the firm as a partner in the Tampa office.  Mr. Brundage,
formerly a shareholder and bankruptcy practice group leader with
Hill Ward Henderson, brings more than 25 years of experience
representing clients in the areas of bankruptcy, creditors? rights
and complex commercial litigation. Joining Mr. Brundage is Patrick
M. Mosley, an associate and former law clerk to Tampa Bankruptcy
Judge, Catherine McEwen.  Mr. Mosley represents creditors,
trustees and debtors in all aspects of bankruptcy and creditor?s
rights law. Their experience in business restructuring, bankruptcy
and creditors? rights matters offers new capabilities to Phelps?
clients in Florida and also strengthens the firm?s regional
bankruptcy practice. Additionally, their arrival builds on recent
growth in Tampa with Brian Albritton, former U.S. Attorney, and
Reed Russell, former legal counsel to the EEOC, joining the firm
over the past 18 months.

"We are pleased to welcome Mike and Patrick to Phelps Dunbar,"
said Michael D. Hunt, Firm Managing Partner. "Mike is a pre-
eminent business bankruptcy lawyer. Our lender and borrower
clients in Florida and elsewhere will benefit from his extensive
expertise."

Mr. Brundage practices in the areas of business bankruptcy,
creditors' rights litigation, commercial litigation and real
property litigation. His clients include financial institutions,
private lenders, private and public companies, and other
creditors, as well as debtors, trustees, official committees and
other commercial litigants in bankruptcy, state and federal courts
throughout the State of Florida. He received his J.D. from Stetson
University College of Law, cum laude, in 1986, where he was
editor-in-chief of the law review and his B.S. in Finance from
Florida State University, with honors, in 1981.

Mr. Brundage is Board Certified in Business Bankruptcy law by the
American Board of Certification, has an AV rating by Martindale-
Hubbell, and has been selected by The Best Lawyers in America in
Bankruptcy and Creditor-Debtor law. He also has been named a
"Super Lawyer" for Bankruptcy & Creditor/Debtor law and Business
Litigation. Among other activities, Brundage is active in the
Tampa Bay Bankruptcy Bar Association and the Business Law section
of the Florida Bar.

"I am delighted to be joining a law firm with the regional
footprint, breadth of experience and excellent reputation found at
Phelps Dunbar," said Brundage. "The firm?s growing presence and
depth of capabilities across all offices will enable my team to
further meet the needs of our clients in Florida as well as across
the South."

Patrick Mosley practices in the areas of business bankruptcy,
creditors' rights litigation, commercial litigation and real
property litigation. He served as a law clerk to the Honorable
Colleen A. Brown, United States Bankruptcy Judge for the District
of Vermont, and the Honorable Catherine Peek McEwen, United States
Bankruptcy Judge for the Middle District of Florida. He received
his J.D. from Vermont Law School, cum laude, in 2006 and his B.A.
from Southern Methodist University, cum laude, in 2002. He is a
member of the Tampa Bay Bankruptcy Bar Association.

Phelps Dunbar is a regional firm of more than 270 attorneys - in
New Orleans and Baton Rouge, Louisiana; Jackson, Tupelo, and
Gulfport, Mississippi; Houston, Texas; Tampa, Florida; Mobile,
Alabama; Raleigh, North Carolina; and London, England - serving
clients in the South as well as nationwide and abroad.


* BOND PRICING -- For Week From March 19 to 23, 2012
----------------------------------------------------

Company            Coupon   Maturity  Bid Price
-------            ------   --------  ---------
AMBAC INC            9.375   8/1/2011    16.250
AMBAC INC            9.500  2/15/2021    17.100
AMBAC INC            7.500   5/1/2023    17.250
AMBAC INC            6.150   2/7/2087     1.020
AES EASTERN ENER     9.000   1/2/2017    24.000
AGY HOLDING COR     11.000 11/15/2014    35.000
AHERN RENTALS        9.250  8/15/2013    56.000
AMER GENL FIN        4.000  4/15/2012    97.000
AMR CORP             9.000   8/1/2012    42.250
AM AIRLN PT TRST    10.180   1/2/2013    67.875
AM AIRLN PT TRST     9.730  9/29/2014    30.750
AMR CORP             6.250 10/15/2014    42.120
AM AIRLN PT TRST     7.379  5/23/2016    31.125
AMERICAN ORIENT      5.000  7/15/2015    45.468
AQUILEX HOLDINGS    11.125 12/15/2016    40.000
MCDONNELL DOUG       9.750   4/1/2012    99.900
BROADVIEW NETWRK    11.375   9/1/2012    88.750
BLOCKBUSTER INC     11.750  10/1/2014     1.688
BRY-CALL04/12        8.250  11/1/2016   104.120
DELTA AIR 1992B1     9.375  9/11/2017    26.625
DELTA AIR 1993A1     9.875  4/30/2049    20.500
DIRECTBUY HLDG      12.000   2/1/2017    23.000
DELTA PETROLEUM      3.750   5/1/2037    60.000
DUNE ENERGY INC     10.500   6/1/2012    93.500
EASTMAN KODAK CO     7.250 11/15/2013    30.000
EASTMAN KODAK CO     7.000   4/1/2017    30.250
EASTMAN KODAK CO     9.950   7/1/2018    29.200
ENERGY CONVERS       3.000  6/15/2013    48.000
EVERGREEN SOLAR     13.000  4/15/2015    50.000
FIRST METRO          6.900  1/15/2019    15.000
FIBERTOWER CORP      9.000 11/15/2012    21.100
GANNETT CO           6.375   4/1/2012   100.100
GLB AVTN HLDG IN    14.000  8/15/2013    32.200
GMX RESOURCES        5.000   2/1/2013    65.615
GMX RESOURCES        5.000   2/1/2013    65.250
GLOBALSTAR INC       5.750   4/1/2028    55.500
HAWKER BEECHCRAF     8.500   4/1/2015    15.500
HAWKER BEECHCRAF     9.750   4/1/2017     7.594
HEP-CALL04/12        6.250   3/1/2015   100.500
ELEC DATA SYSTEM     3.875  7/15/2023    93.060
LEHMAN BROS HLDG     6.000  7/19/2012    29.250
LEHMAN BROS HLDG     5.000  1/22/2013    26.680
LEHMAN BROS HLDG     5.625  1/24/2013    28.500
LEHMAN BROS HLDG     5.100  1/28/2013    27.260
LEHMAN BROS HLDG     5.000  2/11/2013    27.750
LEHMAN BROS HLDG     4.800  2/27/2013    26.000
LEHMAN BROS HLDG     4.700   3/6/2013    26.500
LEHMAN BROS HLDG     5.000  3/27/2013    27.375
LEHMAN BROS HLDG     5.750  5/17/2013    28.000
LEHMAN BROS HLDG     0.450 12/27/2013    27.375
LEHMAN BROS HLDG     5.250  1/30/2014    27.625
LEHMAN BROS HLDG     4.800  3/13/2014    28.750
LEHMAN BROS HLDG     5.000   8/3/2014    25.500
LEHMAN BROS HLDG     6.200  9/26/2014    28.250
LEHMAN BROS HLDG     5.150   2/4/2015    25.500
LEHMAN BROS HLDG     5.250  2/11/2015    27.260
LEHMAN BROS HLDG     8.800   3/1/2015    26.028
LEHMAN BROS HLDG     7.000  6/26/2015    26.750
LEHMAN BROS HLDG     8.500   8/1/2015    26.550
LEHMAN BROS HLDG     5.000   8/5/2015    25.630
LEHMAN BROS HLDG     7.000 12/18/2015    27.000
LEHMAN BROS HLDG     5.500   4/4/2016    29.500
LEHMAN BROS HLDG     8.920  2/16/2017    26.000
LEHMAN BROS HLDG     8.050  1/15/2019    26.025
LEHMAN BROS HLDG    11.000  6/22/2022    26.000
LEHMAN BROS HLDG    11.000  7/18/2022    26.500
LEHMAN BROS HLDG    11.500  9/26/2022    25.750
LEHMAN BROS HLDG    18.000  7/14/2023    26.250
LEHMAN BROS HLDG    10.375  5/24/2024    26.500
LEHMAN BROS INC      7.500   8/1/2026     3.000
LEHMAN BROS HLDG    11.000  3/17/2028    26.510
LIFECARE HOLDING     9.250  8/15/2013    65.000
MASHANTUCKET PEQ     8.500 11/15/2015     5.025
MF GLOBAL HLDGS      6.250   8/8/2016    36.500
MF GLOBAL LTD        9.000  6/20/2038    34.750
M/I HOMES INC        6.875   4/1/2012    99.260
MANNKIND CORP        3.750 12/15/2013    55.625
MORGAN ST DEAN W     6.600   4/1/2012   100.051
PMI GROUP INC        6.000  9/15/2016    23.400
PENSON WORLDWIDE     8.000   6/1/2014    36.041
PREGIS-CALL04/12    12.375 10/15/2013    98.250
REDDY ICE CORP      13.250  11/1/2015    44.310
REAL MEX RESTAUR    14.000   1/1/2013    46.000
RESIDENTIAL CAP      8.500  4/17/2013    39.875
RESIDENTIAL CAP      6.875  6/30/2015    42.000
THORNBURG MTG        8.000  5/15/2013    10.125
THQ INC              5.000  8/15/2014    50.000
TOUSA INC            9.000   7/1/2010    12.250
TRAVELPORT LLC      11.875   9/1/2016    35.250
TRAVELPORT LLC      11.875   9/1/2016    39.000
TIMES MIRROR CO      7.250   3/1/2013    36.000
TEXAS COMP/TCEH      7.000  3/15/2013    35.100
TEXAS COMP/TCEH     10.250  11/1/2015    22.375
TEXAS COMP/TCEH     10.250  11/1/2015    19.200
TEXAS COMP/TCEH     10.250  11/1/2015    23.000
TEXAS COMP/TCEH     15.000   4/1/2021    42.000
WASH MUT BANK FA     5.650  8/15/2014     0.500
WESTERN EXPRESS     12.500  4/15/2015    56.000



                            *********

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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