TCR_Public/120412.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, April 12, 2012, Vol. 16, No. 101

                            Headlines

201 WESTMORELAND: Files for Chapter 11 in Los Angeles
2655 BUSH: Court OKs St. James Law as Bankruptcy Counsel
39610 ENTREPRENEUR: Case Summary & 7 Largest Unsecured Creditors
785 PARTNERS: First Manhattan's Claim Pegged at $96.9-Mil.
785 PARTNERS: Lender Allowed Default Interest But No Late Fee

AEOLUS PHARMACEUTICALS: BARDA Plans to Exercise $9.1-Mil. Options
AES EASTERN: Asks Court for More Time to Exclusively File Plan
AES EASTERN: Gets Extension to Decide on Unexpired Leases
ALLY FINANCIAL: Declares $134 Million Dividend for U.S. Treasury
AMBASSADOR MEDIA: Files for Chapter 7 Bankruptcy

AMERICAN DIAGNOSTIC: Can Use Cash Collateral Until May 31
AMERICAN DIAGNOSTIC: Plan Outline Hearing to Continue on April 26
AMERICAN ORIENTAL: Receives NYSE Notice of Delisting
AMERICAN PATRIOT: Incurs $1.2 Million Net Loss in 2011
ARCADIA RESOURCES: Vicis Capital Has 5.2% Equity Stake

ARCAPITA BANK: OK'd to Pay Critical and Foreign Vendors' Claims
ARCAPITA BANK: Rothschild Temporarily OK'd as Financial Advisors
ARCAPITA BANK: Taps Gibson Dunn as General Bankruptcy Counsel
ARCTIC GLACIER: Incurs $84.8 Million Net Loss in 2011
AUDATEX HOLDINGS: Moody's Rates $300MM Sr. Unsec. Notes 'Ba2'

BABBIE ENTERPRISES: Voluntary Chapter 11 Case Summary
BENDE TRUST: Voluntary Chapter 11 Case Summary
BERNARD L. MADOFF: In-Law Wants to Move Clawback Suits
BRIDGEWATER POINTE: Willard Acquires Unfinished Projects
BROADCAST INT'L: Files Form S-1, Registers 46-Mil. Common Shares

BROADSIGN INT'L: Has Final Loan From Likely Buyer JEDFam
CATALYST PAPER: Noteholders Bid $275 Million for Assets
CEDAR FUNDING: Judge Reverses 2009 Ruling on Consolidating Assets
CENTENNIAL BLUFF: Bankruptcy Filing Blocks Foreclosure Auction
CHAMPION TILE: Business Problem Prompts Chapter 11 Filing

CHAMPION TILE: Case Summary & 20 Largest Unsecured Creditors
CHARLES STREET: Bank Says AME Parent Responsible for Loans
CHRIST HOSPITAL: Seeks Approval of $5-Mil DIP Financing
CHRIST HOSPITAL: Sale of N.J. Hospital for $29.5-Mil Approved
CHRISTIAN BROTHERS: Aug. 1 Set as Claims Bar Date

COLDWATER PORTFOLIO: Hires Meltzer Purtill as Bankruptcy Counsel
COLDWATER PORTFOLIO: Sec. 341 Creditors' Meeting Set for May 14
COLDWATER PORTFOLIO: Wants to Use Rent to Fund Operations
COMMUNITY MEMORIAL: Health Clinics Reopen Pending McLaren Deal
CONSTELLATION BRANDS: Moody's Raises CFR to 'Ba1'; Outlook Stable

CONVERTED ORGANICS: Has 92.8 Million Outstanding Common Shares
CRAWFORD FURNITURE: Hires Blackbird to Liquidate Remaining Assets
CRYOPORT INC: CEO and Chairman Larry Stambaugh Resigns
DAYTOP VILLAGE: Has Interim Access to $5-Mil. DIP Facility
DIVERSAPACK OF MONROE: Hearing on Auction-Less Sale April 16

DRYSHIPS INC: Offering 9 Million Shares of Ocean Rig
DJSP ENTERPRISES: Grants 400,000 Restricted Shares to Directors
EASTMAN KODAK: Dell Wants to Set Off $219,000 in Overcharges
EASTMAN KODAK: Taps K&L Gates as Attorney for IP Suits
EASTMAN KODAK: Hires Nixon for Antitrust Lawsuit

EASTMAN KODAK: Hires Wilmer for Suits vs. Kyocera, et al.
EMERALD DAIRY: AFH Holding & Advisory Files Lawsuit
EVEREST ACQUISITION: Moody's Cuts Sr. Unsec. Note Rating to 'B2'
EVERGREEN SOLAR: Panel Withdraws Plea to Dismiss or Convert Case
FIRST STREET: Taps Michael Brooks for Claims vs. MS Mission

FIRSTLIGHT HYDRO: Moody's Lifts Rating on Sr. Sec. Bonds to 'Ba2'
FKF MADISON: Wins Court Approval of Chapter 11 Plan
FRIENDLY ICE CREAM: Seeks Extension of Lease Decision Deadline
GARY M. SLAGLE: Case Summary & 20 Largest Unsecured Creditors
GLORY INVESTMENT: Case Summary & 2 Largest Unsecured Creditors

GRAYMARK HEALTHCARE: Incurs $6.1 Million Net Loss in 2011
GRUBB & ELLIS: Brokers Appeal Sale of Brokerage Commissions
GRUBB & ELLIS: Creditors' Panel Retains Altson & Bird as Counsel
GRUBB & ELLIS: Section 341(a) Meeting Scheduled for April 18
GRUMMAN OLSON: Successor Liability Claims Not Barred by 363 Sale

HAYDEL PROPERTIES: Hearing on Case Conversion Scheduled for May 17
HEMCON MEDICAL: Files for Chapter 11 After $34MM Patent Suit Loss
HERCULES OFFSHORE: Receives $10MM Payment from Angola Drilling
HOSPITAL DAMAS: Malpractice Claimants Lose Bid to Dismiss Case
HOSTESS BRANDS: Wants Aug. 8 Deadline to Decided on Leases

HOSTESS BRANDS: Creditors Opposing More Exclusive Plan Rights
JEFFERSON COUNTY: Parties-in-Interest Present Issues on Appeal
JEFFERSON COUNTY: Wants June 4 Set as General Claims Bar Date
JEFFERSON COUNTY: Bondholders Given Approval to Appeal
KEOWEE FALLS: Files Schedules of Assets and Liabilities

KRONOS INT'L: Debt Repayment Cues Fitch's IDR Raised to 'B+'
LOS ANGELES DODGERS: Owner's Ex-Wife Wants Divorce Money
LOS ANGELES DODGERS: Fox Sports Objects to Plan Confirmation
LUCID INC: Square 1 Forbearance Expires April 30
MEDIA GENERAL: Sees 13% Increase in Broadcast Revenue in Q1 2012

MEDIA GENERAL: Moody's Cuts CFR/PDR to 'Caa1'; Outlook Stable
MORTGAGES LTD: Former Officers to Get $3.7MM From D&O Insurer
MSR RESORT: Court Extends Exclusive Filing of Plan Until May 21
MSR RESORT: Gets 90-Day Extension to Decide on Operating Leases
NEBRASKA BOOK: April 13 Hearing on $80MM Term Loan Offering Set

NEVADA CANCER: Court Approves Piercy Bowler as Auditor
NEVADA CANCER: Court OKs GFBunting to Provide Plan PR
NEVADA CANCER: Exclusive Plan Filing Period Extended to May 30
NEWPAGE CORP: Reports $524 Million Net Loss in 2011
NEWPAGE CORP: Panel Wants Wilmington Trust's Claim Disallowed

NORTHERN BERKSHIRE: Wins Confirmation of Chapter 11 Plan
OILSANDS QUEST: Gets Chapter 15 Protection in District Court
PACIFIC AVENUE: EpiCentre Has New Owner and Confirmed Plan
PACIFICA MESA: Court Issues Final Decree Closing Case
PEMCO WORLD: Sec. 341 Creditors' Meeting Set for April 13

PEMCO WORLD: Cousins Chipman and Otterbourg to Represent Committee
PEMCO WORLD: Taps AlixPartners LLP as Financial Advisor
PEMCO WORLD: U.S. Trustee Forms 5-Member Creditors Committee
PENN VIRGINIA: Moody's Issues Summary Credit Opinion
PENN VIRGINIA: Moody's Revises Outlook on 'Ba3' CFR to Negative

PINNACLE AIRLINES: Has 7-Member Unsecured Creditors' Panel
PINNACLE AIRLINES: Hearing on $75.2MM Delta Loan on April 25
PINNACLE AIRLINES: Schedules Filing Deadline Moved to May 31
PINNACLE AIRLINES: Court Approves Epiq Engagement
PRESTIGE RESORTS: Case Summary & 20 Largest Unsecured Creditors

QUIGLEY CO: Pfizer Loses Again on Appeal in Asbestos Case
RAINBOW LAND: Sec. 341 Creditors' Meeting Set for May 10
PROCOM ENTERPRISES: Voluntary Chapter 11 Case Summary
PROELITE INC: Hires Goldman Kurland as New Accountant
RB MANUFACTURING: Case Summary & 20 Largest Unsecured Creditors

REAL MEX: Court Authorizes Luiz de la Cruz to File Proof of Claim
ROTHSTEIN ROSENFELDT: Accountant's Insurer Ordered to Pay Trustee
SEITEL INC: Moody's Upgrades CFR to 'B3'; Outlook Stable
SITEL LLC: Moody's Affirms 'B3' CFR; Outlook Changed to Stable
SNOKIST GROWERS: Has Court's OK to Use Cash Collateral Until May 7

SOLAR TRUST: 3 More Solar Millennium Units File for Ch. 11
SOUTHERN SKY: Disputes U.S. Trustee's Bid for Chapter 7 Conversion
SPRINGFIELD PROPERTIES: Case Summary & Largest Unsecured Creditor
SPRINT NEXTEL: Capital Research Holds 10.7% of Series 1 Shares
STONE SERVICES: Case Summary & 20 Largest Unsecured Creditors

TALON THERAPEUTICS: Joseph Landy Discloses 92.3% Equity Stake
TBS SHIPPING: Non-Material Plan Supplement OK'd, Plan Confirmed
TECHNEST HOLDINGS: To Offer 53MM Shares Under 2011 Incentive Plan
TERRESTAR CORP: Shareholder Wants Confirmation of Plan Denied
TITAN PHARMACEUTICALS: To Raise $5.5 Million in Direct Offering

TJ'S ALPINE: Case Summary & 5 Largest Unsecured Creditors
TRAINOR GLASS: United Architectural Recovers $1.2 Million
TRIBUNE CO: Debtor and DirecTV Settle to End Channel Blackout
UNIGENE LABORATORIES: Names Zietsman as Finance Exec. Director
UNISYS CORP: Moody's Revises Outlook on 'B1' CFR to Stable

VMV LAND: Case Summary & 20 Largest Unsecured Creditors
WESTRIDGE OFFICE: Case Summary & 4 Largest Unsecured Creditors
WETHERINGTON TRACTOR: Case Summary & 20 Largest Unsec. Creditors
WIGGINS FARMS: Case Summary & 19 Largest Unsecured Creditors

* "Minimal Standard of Living" Test Absolute on Discharge

* Moody's Says US Credit Card Sector Continue to Face Challenges

* Karol K. Denniston Joins Schiff Hardin in San Francisco

* Recent Small-Dollar & Individual Chapter 11 Filings

                            *********

201 WESTMORELAND: Files for Chapter 11 in Los Angeles
-----------------------------------------------------
201 Westmoreland Associates, Ltd., filed a bare-bones Chapter 11
bankruptcy petition (Bankr. C.D. Calif. Case No. 12-22642) in its
hometown in Los Angeles on April 10, 2012.

The Debtor, in the business of real estate investment, estimated
assets and debts of up to $50 million.  It expects that funds will
be available for distribution to unsecured creditors.

According to the case docket, the schedules of assets and
liabilities, the statement of financial affairs and the incomplete
filings are due April 24, 2012.

Warren N. Nemiroff, Esq., in Beverly Hills, California, serves as
counsel.


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

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

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

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

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

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

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

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

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


39610 ENTREPRENEUR: Case Summary & 7 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: 39610 Entrepreneur Lane LLC
        39610 Entrepreneur Lane
        Palm Desert, CA 92211

Bankruptcy Case No.: 12-18420

Chapter 11 Petition Date: April 4, 2012

Court: United States Bankruptcy Court
       Central District of California (Riverside)

Debtor's Counsel: Kent Salveson, Esq.
                  28391 Avenida La Mancha
                  San Juan Capistrano, CA 92675
                  Tel: (949) 291-7393
                  Fax: (949) 248-1199
                  E-mail: kent@eexcel.com

Scheduled Assets: $957,000

Scheduled Liabilities: $2,376,449

A copy of the Company's list of its seven largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/cacb12-18420.pdf

The petition was signed by Tami Monica, managing member.


785 PARTNERS: First Manhattan's Claim Pegged at $96.9-Mil.
----------------------------------------------------------
785 Partners LLC seeks to confirm its plan in this single asset
real estate case, and First Manhattan Developments REIT, the
principal secured creditor, has filed objections.  The Court has
already determined that First Manhattan's collateral, the building
owned by the Debtor and located at 48th Street and Eighth Avenue,
has a market value of $91.7 million.  The current dispute concerns
the amount of First Manhattan's claim, which the parties agreed to
try on stipulated facts.  In an April 9, 2012 Memorandum Decision
available at http://is.gd/cYdI9ufrom Leagle.com, Bankruptcy Judge
Stuart M. Bernstein concludes that First Manhattan held a claim,
exclusive of attorneys' fees, in the amount of $96,999,633 as of
the Aug. 3, 2011 bankruptcy filing date. First Manhattan's allowed
claim also includes any subsequent protective advances.  Finally,
the judge said, interest will continue to accrue on the principal
balance of $81,212,506 and the protective advances at the default
rate as defined under the parties' loan documents to the extent
permitted by 11 U.S.C. Sec. 506(b).

In January 2007, the Debtor borrowed $84,212,506 to finance the
construction of the Building from PB Capital Corporation and
Commerce Bank, N.A., which was subsequently acquired by T.D. Bank,
N.A.  The Loans are secured by first priority mortgages on the
Building and the Units.  The Original Lenders received additional
security in the form of the pledge of certain contract deposits
and a $3 million letter of credit.  First Manhattan is the
assignee of the Original Lenders, and holds all of their rights
under the Loan Documents.

The Loans matured on Aug. 7, 2009.  That month, the Original
Lenders drew down the Letter of Credit, and as a result, the
principal amount presently due on the Loans is $81,212,506.  The
Debtor has not made or been credited with any payments after the
Maturity Date, except for the drawdown of the $3 million letter of
credit.

                      About 785 Partners LLC

785 Partners LLC owns a 43-story building on 785 Eighth Avenue,
New York.  The developer intended to sell 122 condominium units,
but it failed to obtain the requisite condominium approvals from
the New York State Attorney General.

785 Partners is owned 98.75% by 8 Avenue and 48th Street
Development LLC.  The remaining membership interests are held by
Esplanade Tower Corporation -- its managing member, the holder of
a 1% membership interest, and a wholly-owned subsidiary of 8
Avenue -- and Esplanade 8th Avenue LLC -- holder of a passive
0.25% membership interest.

The Company obtained $84 million of secured financing in January
2007 from PB Capital Corporation, and TD Bank, N.A.  First
Manhattan later bought the secured claim and says the claim has
risen to $101 million, which is higher than the market value of
the property.

785 Partners filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No.
11-13702) on Aug. 3, 2011.  Sheldon I. Hirshon, Esq., Craig A.
Damast, Esq., and Lawrence S. Elbaum, Esq., at Proskauer Rose LLP,
in New York, represent the Debtor as counsel.  Weitzman Group Inc.
serves as real estate and financial consultant.

In its schedules, the Debtor disclosed $106,000,000 in assets and
$95,467,612 in liabilities, all secured.

Attorneys for First Manhattan Developments REIT are Silverman
Acampora LLP and Schiff Hardin, LLP.

On Dec. 14, 2011, the Bankruptcy Court approved the adequacy of
the Second Amended Disclosure Statement for the Third Amended Plan
of Reorganization filed in the Chapter 11 case of 785 Partners.
Terms of the Plan were reported in the Jan. 13, 2012, Nov. 10,
2011, and Oct. 24, 2011 editions of the Troubled Company Reporter.
Holders of allowed general unsecured claims will be paid in full,
in cash, under the plan.  Old membership interests will be
canceled and extinguished.  8 Avenue will receive 63.75% of the
new membership interests, Tower will receive 1.00%, and Esplanade
will receive 0.25%.


785 PARTNERS: Lender Allowed Default Interest But No Late Fee
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. Bankruptcy Judge Stuart M. Bernstein ruled on
April 9 that 785 Partners LLC must pay the secured lender pre-
bankruptcy and post-bankruptcy interest at a default rate that's
5 percentage points higher than the normal contract rate,

According to the report, Judge Bernstein said that the claim of
the secured lender First Manhattan Developments REIT included
$97 million when the project entered Chapter 11, including about
$8 million at the default rate. The lender's total claim will
include other advances and attorneys' fees the judge will decide
later.

The report explains that Judge Bernstein, in his 20-page opinion,
ruled that the lender is entitled to the default rate because the
owner's proposed plan presumes that the property is worth more
than the debt, although the judge ruled in March that the value is
less than the debt.  When solvency is assumed, Judge Bernstein
said he's required to allow interest at the default rate.  Judge
Bernstein refused to allow the lender to tack on an additional 5
percent late fee.

The judge reasoned that the reorganization plan provides for
paying the secured claim in full over time, with interest.  Since
the payments will be assumed to be made on time, there can't be a
late fee, Judge Bernstein said.

A copy of the Court's April 9, 2012 Memorandum Decision is
available at http://is.gd/cYdI9ufrom Leagle.com.

                      About 785 Partners LLC

785 Partners LLC owns a 43-story building on 785 Eighth Avenue,
New York.  The developer intended to sell 122 condominium units,
but it failed to obtain the requisite condominium approvals from
the New York State Attorney General.

785 Partners is owned 98.75% by 8 Avenue and 48th Street
Development LLC.  The remaining membership interests are held by
Esplanade Tower Corporation -- its managing member, the holder of
a 1% membership interest, and a wholly-owned subsidiary of 8
Avenue -- and Esplanade 8th Avenue LLC -- holder of a passive
0.25% membership interest.

The Company obtained $84 million of secured financing in January
2007 from PB Capital Corporation, and TD Bank, N.A.  First
Manhattan later bought the secured claim and says the claim has
risen to $101 million, which is higher than the market value of
the property.

785 Partners filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No.
11-13702) on Aug. 3, 2011.  Sheldon I. Hirshon, Esq., Craig A.
Damast, Esq., and Lawrence S. Elbaum, Esq., at Proskauer Rose LLP,
in New York, represent the Debtor as counsel.  Weitzman Group Inc.
serves as real estate and financial consultant.

In its schedules, the Debtor disclosed $106,000,000 in assets and
$95,467,612 in liabilities, all secured.

Attorneys for First Manhattan Developments REIT are Silverman
Acampora LLP and Schiff Hardin, LLP.

On Dec. 14, 2011, the Bankruptcy Court approved the adequacy of
the Second Amended Disclosure Statement for the Third Amended Plan
of Reorganization filed in the Chapter 11 case of 785 Partners.
Terms of the Plan were reported in the Jan. 13, 2012, Nov. 10,
2011, and Oct. 24, 2011 editions of the Troubled Company Reporter.
Holders of allowed general unsecured claims will be paid in full,
in cash, under the plan.  Old membership interests will be
canceled and extinguished.  8 Avenue will receive 63.75% of the
new membership interests, Tower will receive 1.00%, and Esplanade
will receive 0.25%.

In March 2012, Judge Bernstein ruled that the 43-story glass-clad
condominium building at 785 Eighth Avenue and 48th Street in
Manhattan is worth $91.7 million as a rental.  The expert for the
lender said the building is worth $70.3 million as a rental and
$76.4 million as a condominium.  The owner's expert testified that
the project is worth $103 million as a rental and $93.3 million as
a condominium.


AEOLUS PHARMACEUTICALS: BARDA Plans to Exercise $9.1-Mil. Options
-----------------------------------------------------------------
Aeolus Pharmaceuticals, Inc., received from the Biomedical
Advanced Research and Development Authority a Notice of Intent to
Exercise options valued at $9.1 million.  The bulk of the options
are for the period of performance beginning April 1, 2012, and
ending March 31, 2013, and include funding for murine and NHP
Efficacy studies in Lung Acute Radiation Syndrome, GMP
manufacturing, and project management costs.  As a result of the
notice of intent to exercise the new options, the Company expects
revenue for fiscal year 2012 to be in the range of $9 million to
$11 million, up from $4.8 million in fiscal year 2011.

"BARDA's notice of intent to exercise additional options reflects
the hard work and success of our development team and research
partners, and our combined success during the first year of the
Lung-ARS development contract," said John L. McManus, Chief
Executive Officer and President of Aeolus Pharmaceuticals, Inc.
"During the base period, we delivered valuable animal models for
Lung-ARS and made important progress in the manufacturing of AEOL
10150.  The options that BARDA intends to exercise will fund the
key animal efficacy studies necessary for the design of our
ultimate pivotal studies, as well as important chemistry,
manufacturing and controls projects, and will keep our development
plan on schedule. We remain grateful to BARDA for the financial
support and program input that we receive."

In February 2011, BARDA awarded Aeolus a five-year Advanced
Research and Development Contract to support the development of
AEOL 10150 as a medical countermeasure against the pulmonary
effects of acute radiation syndrome and delayed effects of acute
radiation exposure, valued up to $118 million.  Through the end of
February 2012, Aeolus had billed or completed approximately $8.1
million of programs under the contract, had committed work in
progress totaling approximately $2.0 million and expected to bill
for the full amount of $10.4 million in the base period.  Under
terms of the contract, Aeolus will receive $10.4 million for the
base period of performance and up to an additional $107.5 million
in options, if exercised by BARDA, for a total contract value of
up to $118 million.  In addition to accomplishing the major
objectives during the base period of the agreement, Aeolus managed
the contract so that 12 additional items were added to create
further value for the government during the base period.

On Feb. 14, 2012, Aeolus presented the results and deliverables
that had been produced during the first twelve months under the
base period of the contract at an "In-Progress Review" meeting
with BARDA, and requested the exercise of additional contract
options, which contain the key items required in the advanced
development of AEOL 10150 from April 2012 through March 2013.
BARDA's notice of intent to exercise the options is in response to
the presentation of the deliverables and progress made under the
contract at this meeting.  Among the key items in the options
BARDA intends to exercise are animal efficacy studies, mechanism
of action research and manufacturing and process validation work.
All of these items build off of work successfully completed during
the first twelve months of the contract base period. The contract
is designed to produce the data necessary for an approval under
the FDA "Animal Rule" and for a potential Emergency Use
Authorization.  An approval or EUA would allow the federal
government to buy AEOL 10150 for the Strategic National Stockpile
under Project Bioshield.  Project Bioshield is designed to
accelerate the research, development, purchase and availability of
effective medical countermeasures for the Strategic National
Stockpile.

                    About Aeolus Pharmaceuticals

Based in Mission Viejo, California, Aeolus Pharmaceuticals Inc.
(OTC BB: AOLS) -- http://www.aeoluspharma.com/-- is developing a
variety of therapeutic agents based on its proprietary small
molecule catalytic antioxidants, with AEOL 10150 being the first
to enter human clinical evaluation.  AEOL 10150 is a patented,
small molecule catalytic antioxidant that mimics and thereby
amplifies the body's natural enzymatic systems for eliminating
reactive oxygen species, or free radicals.  Studies funded by the
National Institutes for Health are currently underway evaluating
AEOL 10150 as a treatment for exposure to radiation, sulfur
mustard gas and chlorine gas.  A second compound, AEOL 11207, has
demonstrated efficacy in animal models of Parkinson's disease and
is currently being evaluated as a potential treatment for
epilepsy.

The Company's balance sheet at Dec. 31, 2011, showed $2.77 million
in total assets, $22.85 million in total liabilities, and a
$20.08 million total stockholders' deficit.

Haskell & White LLP, in Irvine, Calif., expressed substantial
doubt about the Company's ability to continue as a going concern
following the fiscal 2011 financial results.  The independent
auditors noted that the Company has suffered recurring losses,
negative cash flows from operations and management believes the
Company does not currently possess sufficient working capital to
fund its operations past the second quarter of fiscal 2012.


AES EASTERN: Asks Court for More Time to Exclusively File Plan
--------------------------------------------------------------
AES Eastern Energy, L.P., et al., ask the Hon. Kevin J. Carey of
the U.S. Bankruptcy Court for the District of Delaware to extend
the Debtors' exclusive period to file a Chapter 11 plan and
solicit acceptances of the plan by an additional 90 days, through
and including July 27, 2012, and Sept. 25, 2012, respectively.

Currently the Debtors' exclusive periods for the filing of a
Chapter 11 plan and solicitation of acceptances of the plan expire
on April 28, 2012, and June 27, 2012, respectively, absent an
extension.

The Debtors seek a 90-day extension of the Exclusive Periods to
provide the Debtors a full and fair opportunity to propose a
consensual plan and solicit acceptances of the plan.  To maximize
recoveries for all parties in interest, following the closing of
the sale, the Debtors need sufficient time to evaluate their
remaining assets and liabilities, including the Debtors' four
retained power plants, which implicate various contractual
obligations and complicated tax and regulatory issues, all while
winding down operations at the remaining power plants in an
expedient manner.  Consummation of the sale will relieve the
Debtors' estates of significant liabilities and liquidity
constraints and ensure that the Debtors have sufficient resources
to wind-down their remaining assets.  The current sale process has
justifiably monopolized most of the Debtors' and their
professionals' staff and resources in the initial months of the
Chapter 11 cases.  After closing of the sale, the Debtors will
require additional time to analyze and value their retained assets
and liabilities, both with respect to their economic significance
to the Debtors' estates, and with respect to the legal and
regulatory consequences of winding down the Debtors' estates.  The
filing of a Chapter 11 plan at this juncture would be premature
and disruptive of the sale and wind-down processes.

The size of the Debtors' 14 cases, the complexity of the Debtors'
leveraged lease financing and numerous legal issues arising in
relation thereto, the important considerations surrounding the
effect of transfer of the Debtors' assets on the New York State
power grid, and the Debtors' current ongoing efforts to consummate
the sale, all weigh in favor of extending the Exclusive Periods.

Throughout the initial three months of these cases, the Debtors
have worked diligently to keep creditors apprised of developments,
have negotiated in good faith with parties in interest, and have
filed their schedules of assets and liabilities and statements of
financial affairs.  The Debtors are also current on their
administrative obligations.

The deadline for the objections to the Debtors' request for
extension of the Exclusive Periods is April 18, 2012.  The Court
will hold a hearing on April 25, 2012, at 10:00 a.m. (Eastern
Daylight Time) to decide on the request.

                        About AES Eastern

Ithaca, New York-based AES Eastern Energy, L.P., either directly
or indirectly, control six coal-fired electric generating plants
located in New York State.  Currently, the Debtors actively
operate two of the six power plants and sell the electricity
generated by those plants into the New York wholesale power market
to utilities and other intermediaries under short-term agreements
or directly in the spot market.

AES Eastern Energy and 13 affiliates filed for Chapter 11
bankruptcy (Bankr. D. Del. Case Nos. 11-14138 through 11-14151) on
Dec. 30, 2011.  Lawyers at Weil, Gotshal & Manges LLP and
Richards, Layton & Finger, P.A., are legal counsel to AES Eastern
Energy and affiliates.  Barclays Capital is serving as investment
banker and financial advisor.  Kurtzman Carson Consultants is the
claims and noticing agent.  AES Eastern Energy estimated
$100 million to $500 million in assets and $500 million to
$1 billion in debts.  The petition was signed by Peter Norgeot,
general manager.

Gregory A. Horowith, Esq., and Robert T. Schmidt, Esq., at Kramer,
Levin, Naftalis & Frankel LLP; and William T. Bowden, Esq.,
Benjamin W. Keenan, Esq., and Karen B. Skomorucha, Esq., at Ashby
& Geddes, P.A., serve as counsel to the Creditors Committee.  FTI
Consulting Inc. is the financial advisor.

AES Eastern Energy prevailed over opposition and obtained
authorization to hold a March 26 auction for the two operating
power plants.  Under a deal reached prepetition, the Debtor would
turn the two operating facilities over to debt holders in exchange
for debt, absent higher and better offers.


AES EASTERN: Gets Extension to Decide on Unexpired Leases
---------------------------------------------------------
The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware extended, at the behest of AES Eastern
Energy, L.P., et al., the time to assume or reject unexpired
leases of non-residential real property until July 27, 2012.

As reported by the Troubled Company Reporter on March 23, 2012,
the Debtors related that they need additional time to review the
leases.  They explained that the extension will enable them to
properly analyze the leases thoroughly and make informed decisions
to benefit all parties-in-interest.

                        About AES Eastern

Ithaca, New York-based AES Eastern Energy, L.P., either directly
or indirectly, control six coal-fired electric generating plants
located in New York State.  Currently, the Debtors actively
operate two of the six power plants and sell the electricity
generated by those plants into the New York wholesale power market
to utilities and other intermediaries under short-term agreements
or directly in the spot market.

AES Eastern Energy and 13 affiliates filed for Chapter 11
bankruptcy (Bankr. D. Del. Case Nos. 11-14138 through 11-14151) on
Dec. 30, 2011.  Lawyers at Weil, Gotshal & Manges LLP and
Richards, Layton & Finger, P.A., are legal counsel to AES Eastern
Energy and affiliates.  Barclays Capital is serving as investment
banker and financial advisor.  Kurtzman Carson Consultants is the
claims and noticing agent.  AES Eastern Energy estimated
$100 million to $500 million in assets and $500 million to
$1 billion in debts.  The petition was signed by Peter Norgeot,
general manager.

Gregory A. Horowith, Esq., and Robert T. Schmidt, Esq., at Kramer,
Levin, Naftalis & Frankel LLP; and William T. Bowden, Esq.,
Benjamin W. Keenan, Esq., and Karen B. Skomorucha, Esq., at Ashby
& Geddes, P.A., serve as counsel to the Creditors Committee.  FTI
Consulting Inc. is the financial advisor.

AES Eastern Energy prevailed over opposition and obtained
authorization to hold a March 26 auction for the two operating
power plants.  Under a deal reached prepetition, the Debtor would
turn the two operating facilities over to debt holders in exchange
for debt, absent higher and better offers.


ALLY FINANCIAL: Declares $134 Million Dividend for U.S. Treasury
----------------------------------------------------------------
The Ally Financial Inc. Board of Directors has declared quarterly
dividend payments for certain outstanding preferred stock.  Each
of these dividends were declared by the board of directors on
April 4, 2012, and are payable on May 15, 2012.

A quarterly dividend payment was declared on Ally's Fixed Rate
Cumulative Mandatorily Convertible Preferred Stock, Series F-2, of
approximately $134 million, or $1.125 per share, and is payable to
the U.S. Department of the Treasury.  A quarterly dividend payment
was also declared on Ally's Fixed Rate Cumulative Perpetual
Preferred Stock, Series G, of approximately $45 million, or $17.50
per share, and is payable to shareholders of record as of May 1,
2012.  Additionally, a dividend payment was declared on Ally's
Fixed Rate/Floating Rate Perpetual Preferred Stock, Series A, of
approximately $22 million, or $0.53 per share, and is payable to
shareholders of record as of May 1, 2012.

Including the aforementioned dividend payments on the Series F-2
Preferred Stock, Ally will have paid a total of approximately $5.5
billion to the U.S. Treasury since February 2009.  This amount
includes preferred stock dividends, interest payments and proceeds
received by the U.S. Treasury in its sale of Ally trust preferred
securities.

Ally submitted to its stockholders a proposed consent to waive
certain bylaw provisions.  Section 6.10(c)(ii) of Ally's bylaws
includes approval requirements for certain transactions with
affiliates, stockholders, and their respective affiliates and
officers, involving consideration in excess of $5 million.  The
Consent provides that only such transactions that exceed $25
million in total consideration will be subject to the approval
requirements.  The Consent was approved by a majority of Ally
stockholders on April 6, 2012.

                         About Ally Financial

Ally Financial Inc., formerly GMAC Inc. -- http://www.ally.com/--
is one of the world's largest automotive financial services
companies.  The company offers a full suite of automotive
financing products and services in key markets around the world.
Ally's other business units include mortgage operations and
commercial finance, and the company's subsidiary, Ally Bank,
offers online retail banking products.  Ally operates as a bank
holding company.

GMAC obtained a $17 billion bailout from the U.S. government in
exchange for a 56.3% stake.  Private equity firm Cerberus Capital
Management LP keeps 14.9%, while General Motors Co. owns 6.7%.

Ally has tapped Goldman Sachs Group Inc. and Citigroup Inc. to
advise on a range of issues, including strategic alternatives for
the mortgage business and repayment of taxpayer funds.

Ally's balance sheet at Sept. 30, 2011, showed $181.95 billion
in total assets, $162.22 billion in total liabilities and
$19.73 billion in total equity.

                              ResCap

According to the Form 10-Q for the quarter ended Sept. 30, 2011,
although Ally's continued actions through various funding and
capital initiatives demonstrate support for ResCap, there can be
no assurances for future capital support.  Consequently, there
remains substantial doubt about ResCap's ability to continue as a
going concern.  Should Ally no longer continue to support the
capital or liquidity needs of ResCap or should ResCap be unable to
successfully execute other initiatives, it would have a material
adverse effect on ResCap's business, results of operations, and
financial position.

Ally said it has extensive financing and hedging arrangements with
ResCap that could be at risk of nonpayment if ResCap were to file
for bankruptcy.  At Sept. 30, 2011, Ally had $1.9 billion in
secured financing arrangements with ResCap of which $1.2 billion
in loans was utilized.  At Sept. 30, 2011, the hedging
arrangements were fully collateralized.  Amounts outstanding under
the secured financing and hedging arrangements fluctuate.  If
ResCap were to file for bankruptcy, ResCap's repayments of its
financing facilities, including those with Ally, could be slower.
In addition, Ally could be an unsecured creditor of ResCap to the
extent that the proceeds from the sale of Ally's collateral are
insufficient to repay ResCap's obligations to the Company.  It is
possible that other ResCap creditors would seek to recharacterize
Ally's loans to ResCap as equity contributions or to seek
equitable subordination of Ally's claims so that the claims of
other creditors would have priority over Ally's claims.

Ally also said that, should ResCap file for bankruptcy, Ally's
$331 million investment related to ResCap's equity position would
likely be reduced to zero.  If a ResCap bankruptcy were to occur
and a substantial amount of Ally's credit exposure is not repaid
to the Company, it could have an adverse impact on Ally's near-
term net income and capital position, but Ally does not believe it
would have a materially adverse impact on Ally's consolidated
financial position over the longer term.

                         *     *     *

In February 2012, Fitch Ratings downgraded the long-term Issuer
Default Rating (IDR) and the senior unsecured debt rating of Ally
Financial and its subsidiaries to 'BB-' from 'BB'.  The Rating
Outlook is Negative.

The downgrade primarily reflects deteriorating operating trends in
ResCap, which has continued to be a drag on Ally's consolidated
credit profile, as well as exposure to contingent mortgage-related
rep and warranty and litigation issues tied to ResCap, which could
potentially impact Ally's capital and liquidity levels.


AMBASSADOR MEDIA: Files for Chapter 7 Bankruptcy
------------------------------------------------
American Bankruptcy Institute reports that Ambassador Media Group
filed for chapter 7 bankruptcy on Friday and has already shut down
operations.

New York-based Ambassador Media Group is an independent, private-
equity-backed publisher, which does business as Ambassador Yellow
Pages, was founded in 1999.  It issued a Manhattan directory in
2000 and now publishes directories for every borough, including
two for Nassau County and a bilingual edition for the Bronx.
Ambassador Media has been expanding its business to the Web.

Ambassador Media Group LLC previously filed for Chapter 11
bankruptcy protection (Bankr. S.D. New York Case No. 09-14603) in
July 2009, estimating assets of $10 million to $50 million and
debts of up to $100 million.  Scott S. Markowitz, Esq., at Tarter
Krinsky & Drogin LLP, in New York, N.Y., represented the Debtor in
the reorganization.


AMERICAN DIAGNOSTIC: Can Use Cash Collateral Until May 31
---------------------------------------------------------
The Hon. Carol A. Doyle of the U.S. Bankruptcy Court for the
Northern District of Illinois entered an order authorizing
American Diagnostic Medicine, Inc., to continue using cash
collateral until May 31, 2012.

The bankruptcy judge previously entered orders allowing the Debtor
to use cash collateral to fund the Chapter 11 case.  The latest
order provides that the terms of the final court order authorizing
the Debtor's use of cash collateral retroactive to Jan. 28, 2011,
entered by the Court on April 29, 2011, will continue in full
force and effect, in accordance with the new budget, a copy of
which is available for free at http://is.gd/4qVwVG

The April 29, 2011 order outlined adequate protection provisions
for the Debtor's use of cash collateral as well as events that
will cause termination of the Debtor's use.  The Debtor agreed to
make adequate protection payments, and grant the lenders
replacement security interest and first security interests in the
Debtor's unencumbered assets.

The challenge period will be extended to and including April 30,
2012.  The status hearing on the continued cash collateral use
will be continued until May 31, 2012, at 10:30 a.m.

As of the Petition Date, the Debtor owes Cole Taylor Bank $829,485
in secured loans.  It also owed Cardinal Health 414, LLC,
$3,362,393 under a junior secured loan.

                    About American Diagnostic

Batavia, Illinois-based American Diagnostic Medicine Inc. provides
imaging technologies to hospitals, clinics, cardiologists,
internal medicine groups and other health care providers
throughout the United States.  It filed for Chapter 11 bankruptcy
protection (Bankr. N.D. Ill. Case No. 11-03368) on Jan. 28, 2011.
Joshua D. Greene, Esq., and Michael J. Davis, Esq., at Springer,
Brown, Covey, Gaetner & Davis, serve as the Debtor's bankruptcy
counsel.  In its schedules, the Debtor disclosed $11.3 million in
total assets and $11.1 million in total debts.

An Official Committee of Unsecured Creditors has been appointed in
the case.  The Committee has hired K&L Gates LLP as its counsel.


AMERICAN DIAGNOSTIC: Plan Outline Hearing to Continue on April 26
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
will convene a hearing on April 26, 2012, at 10:30 a.m., to
consider the adequacy of the disclosure statements with respect to
the competing Chapter 11 plans for American Diagnostic Medicine,
Inc.

The Disclosure Statement hearing was previous scheduled for March
6.

As reported by the Troubled Company Reporter on Feb. 22, 2012, the
plan proposed by the Debtor, according to the disclosure
statement, will ensure that the best likelihood for success and
distribution to creditors.  The Debtor's Plan translates to a 60%
to 75% distribution to holders of allowed unsecured claims.  Under
the Plan, the primary objectives are: (a) maximize distributions
to all creditor groups on a fair and equitable basis; and (b)
provide sufficient funds to restructure the Debtor.  The Committee
Plan will be financed through a combination of available cash,
sale proceeds, operating profits from the Reorganized Debtor's
future business operations and recoveries from avoidance actions
and causes of action.

                    About American Diagnostic

Batavia, Illinois-based American Diagnostic Medicine Inc. provides
imaging technologies to hospitals, clinics, cardiologists,
internal medicine groups and other health care providers
throughout the United States.  It filed for Chapter 11 bankruptcy
protection (Bankr. N.D. Ill. Case No. 11-03368) on Jan. 28, 2011.
Joshua D. Greene, Esq., and Michael J. Davis, Esq., at Springer,
Brown, Covey, Gaetner & Davis, serve as the Debtor's bankruptcy
counsel.  In its schedules, the Debtor disclosed $11.3 million in
total assets and $11.1 million in total debts.

An Official Committee of Unsecured Creditors has been appointed in
the case.  The Committee has hired K&L Gates LLP as its counsel.


AMERICAN ORIENTAL: Receives NYSE Notice of Delisting
----------------------------------------------------
American Oriental Bioengineering, Inc., disclosed that it was
notified by the New York Stock Exchange that it is not in
compliance with NYSE rules due to the Company's failure to timely
file its Annual Report on Form 10-K with the Securities and
Exchange Commission.

Under NYSE rules, when a Company does not comply with annual
report filing requirements, the NYSE allows a company an
additional six months to file its annual report in order to regain
compliance.  In the case of the Company, the annual report would
be due on or before October 29, 2012.  If the Company fails to
file its annual report within that time period, the NYSE may, in
its sole discretion, allow the Company's securities to remain
listed for up to an additional six months or may, in its sole
discretion, commence suspension and delisting procedures.

As previously announced, during the performance of the annual
audit of the Company's financial statements for the fiscal year
2011, the Company's auditors, Ernst & Young Hua Ming's (E&Y),
noted certain inconsistencies.  As a result, the Audit Committee
has commenced an independent investigation into the matters
identified by E&Y.  Although the Company cannot know at this time
how long the investigation will take, the Company will endeavor to
file the Form 10-K as soon as possible upon the completion of the
investigation.

                       About American Oriental

American Oriental Bioengineering, Inc. is a pharmaceutical company
dedicated to improving health through the development, manufacture
and commercialization of a broad range of prescription and over
the counter products.


AMERICAN PATRIOT: Incurs $1.2 Million Net Loss in 2011
------------------------------------------------------
American Patriot Financial Group, Inc., filed with the U.S.
Securities and Exchange Commission its annual report on Form 10-K
disclosing a net loss of $1.18 million on $4.01 million of total
interest and dividend income in 2011, compared with a net loss of
$2.29 million on $5.04 million of total interest and dividend
income in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $94.21
million in total assets, $93.18 million in total liabilities and
$1.02 million in total stockholders' equity.

For 2011, Hazlett, Lewis & Bieter, PLLC, in Chattanooga,
Tennessee, expressed substantial doubt about the Company's ability
to continue as a going concern.  The independent auditors noted
that the Company has incurred significant losses for the past five
years resulting in a retained deficit of $7,148,851 at Dec. 31,
2011.  At Dec. 31, 2011 and 2010, the Company and its subsidiary
were significantly undercapitalized based on regulatory standards
and has consented to an Order to Cease and Desist with its primary
federal regulator that requires, among other provisions, that it
achieve regulatory capital thresholds that are significantly in
excess of its current actual capital levels.  The Company's
nonperforming assets have increased significantly during 2011 and
2010 related primarily to deterioration in the credit quality of
its loans collateralized by real estate.  The Company, at the
holding company level, has a note payable that was due Feb. 28,
2011, which is now in default.  This note is securitized by 100
percent of the stock of the subsidiary.

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

                        http://is.gd/K2Oift

                       About American Patriot

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

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

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

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


ARCADIA RESOURCES: Vicis Capital Has 5.2% Equity Stake
------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Vicis Capital, LLC, disclosed that, as of
March 31, 2012, it beneficially owns 10,055,218 shares of common
stock of Arcadia Resources, Inc., representing 5.2% of the shares
outstanding based upon 193,450,000 shares of the Company's common
stock outstanding at Feb. 20, 2012.  A copy of the amended filing
is available for free at http://is.gd/up0uzz

                       About Arcadia HealthCare

Arcadia HealthCare is a service mark of Arcadia Resources, Inc.
(nyse amex:KAD), and is a leading provider of home care, medical
staffing and pharmacy services under its proprietary DailyMed
program.  The Company, headquartered in Indianapolis, Indiana, has
65 locations in 18 states.  Arcadia HealthCare's comprehensive
solutions and business strategies support the Company's vision of
"Keeping People at Home and Healthier Longer."

The Company reported a net loss of $15.76 million for the nine
months ended Dec. 31, 2011.  The Company had a net loss of $14.35
million for the fiscal year ended March 31, 2011, following a net
loss of $31.09 million in the preceding year.

The Company's balance sheet at Dec. 31, 2011, showed
$15.93 million in total assets, $51.50 million in total
liabilities, and a $35.57 million total stockholders' deficit.

BDO USA, LLP, in Troy, Michigan, expressed substantial doubt about
Arcadia Resources' ability to continue as a going concern.  The
independent auditors noted that the Company has suffered recurring
losses from operations and has a net capital deficiency.

                        Bankruptcy Warning

The Form 10-Q for the quarter ended Dec. 31, 2011, noted that on
Sept. 13, 2011, the Company and three of Arcadia Services,
Inc.'s wholly-owned subsidiaries, as borrowers, received a letter
from Comerica stating that they failed to comply with certain
covenants under the credit agreement because as of July 31, 2011.

Comerica informed the Borrowers that Comerica has no obligation to
make further advances under the credit facility and that future
advances will be subject to the sole discretion of Comerica.
Comerica has not sought to accelerate the repayment of the
indebtedness or to foreclose on any of the security interests.
While Comerica continues to make advances under the credit
facility and the Company expects that advances will continue to be
made, there can be no assurances that Comerica will exercise its
discretion to make further advances or that Comerica will not
accelerate the repayment of the indebtedness.  Should Comerica not
continue to provide advances under the credit facility, the
Company and the Borrowers would not have access to the funds
needed to operate the business.  In that event, the Company would
be forced to consider alternative sources of liquidity to operate
the business, which may require them to commence a proceeding
under the federal bankruptcy laws to cause Comerica to provide
access funds under the Credit Agreement.


ARCAPITA BANK: OK'd to Pay Critical and Foreign Vendors' Claims
---------------------------------------------------------------
The Hon. Sean H. Lane of the U.S. Bankruptcy Court for the
Southern District of New York, in an interim order, authorized
Arcapita Bank B.S.C.(c), et al., to:

   a) pay all or a portion of the prepetition claims of critical
and foreign vendors;

   b) authorize banks and other financial institutions to receive,
process, honor, and pay checks and transfers issued in relation to
the foregoing and to rely on the representations of the Debtors
as to which checks and transfers are authorized to be paid in
accordance with the motion; and

   c) to the extent necessary, issue replacements for any
dishonored check or transfer related to the foregoing;

A final hearing is set for April 17, 2012, at 11:00 a.m., on the
relief requested.

                        About Arcapita Bank

Arcapita Bank B.S.C., also known as First Islamic Investment Bank
B.S.C., along with affiliates, filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 12-11076) in Manhattan on March
19, 2012.  The Debtors said they do not have the liquidity
necessary to repay a US$1.1 billion syndicated unsecured facility
when it comes due on March 28, 2012.

The Debtors have tapped Gibson, Dunn & Crutcher LLP as bankruptcy
counsel, Linklaters LLP as corporate counsel, Towers & Hamlins
LLP as international counsel on Bahrain matters, Hatim S Zu'bi &
Partners as Bahrain counsel, KPMG LLP as accountants, Rothschild
Inc. and financial advisor, and GCG, Inc., as notice and claims
agent.

Founded in 1996, Arcapita is a global manager of Shari'ah-
compliant alternative investments and operates as an investment
bank.  Arcapita is not a domestic bank licensed in the United
States.  Arcapita is headquartered in Bahrain and is regulated
under an Islamic wholesale banking license issued by the Central
Bank of Bahrain.  The Arcapita Group employs 268 people and has
offices in Atlanta, London, Hong Kong and Singapore in addition
to its Bahrain headquarters.  The Arcapita Group's principal
activities include investing on its own account and providing
investment opportunities to third-party investors in conformity
with Islamic Shari'ah rules and principles.

The Arcapita Group currently has roughly US$7 billion in assets
under management.  On a consolidated basis, the Arcapita Group
owns assets valued at roughly US$3.06 billion and has liabilities
of roughly US$2.55 billion.  The Debtors owe US$96.7 million
under two secured facilities made available by Standard Chartered
Bank.

Arcapita explored out-of-court restructuring scenarios.  The
Debtors, however, have been unable to achieve 100% lender consent
required to effectuate the terms of an out-of-court
restructuring.

Subsequent to the Chapter 11 filing, Arcapita Investment Holdings
Limited, a wholly owned Debtor subsidiary of Arcapita in the
Cayman Islands, issued a summons seeking ancillary relief from
the Grand Court of the Cayman Islands with a view to facilitating
the Chapter 11 cases.  AIHL sought the appointment of Zolfo
Cooper as a provisional liquidator.

No official committee has yet been appointed by the Office of the
United States Trustee.


ARCAPITA BANK: Rothschild Temporarily OK'd as Financial Advisors
----------------------------------------------------------------
The Hon. Sean H. Lane of the U.S. Bankruptcy Court for the
Southern District of New York, in an interim basis, authorized
Arcapita Bank B.S.C.(c), et al., to employ Rothschild Inc. and N M
Rothschild & Sons Limited as financial advisors and investment
bankers for the Debtors

Rothschild is expected to, among other things:

   -- assist with respect to the Debtors' intermediate and long-
term business prospects and strategic alternatives to maximize the
business enterprise value of the Debtors, review and analyze the
Debtors' assets and the operating and financial strategies
of the Debtors;

   -- review and analyze the business plans and financial
projections prepared by the Debtors including, but not limited to,
testing assumptions and comparing those assumptions to historical
trends of the Debtors and industry trends; and

   -- evaluate the Debtors' debt capacity in light of its
projected cash flows and assist in the determination of an
appropriate capital structure for the Debtors.

David L. Resnick, chairman of Global Financing Advisory at
Rothschild Inc., tells the Court that the Debtors will compensate
Rothschild according to this compensation structure:

   a) an advisory fee of $150,000 per month;

   b) A Transaction Fee of $12,000,000, payable upon the earlier
of (i) confirmation and effectiveness of a Plan or (ii) the
closing of another Transaction;

   c) one-half of Monthly Fees paid will be credited against the
Transaction Fee, up to the amount of the Transaction Fee; and

   d) reimbursement of Rothschild's reasonable expenses.

Before the Petition Date, the Debtors deposited in escrow a
retainer of $600,000, to be applied against unpaid expenses and
fees under the Prior Engagement Letter.

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

                        About Arcapita Bank

Arcapita Bank B.S.C., also known as First Islamic Investment Bank
B.S.C., along with affiliates, filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 12-11076) in Manhattan on March
19, 2012.  The Debtors said they do not have the liquidity
necessary to repay a US$1.1 billion syndicated unsecured facility
when it comes due on March 28, 2012.

The Debtors have tapped Gibson, Dunn & Crutcher LLP as bankruptcy
counsel, Linklaters LLP as corporate counsel, Towers & Hamlins
LLP as international counsel on Bahrain matters, Hatim S Zu'bi &
Partners as Bahrain counsel, KPMG LLP as accountants, Rothschild
Inc. and financial advisor, and GCG, Inc., as notice and claims
agent.

Founded in 1996, Arcapita is a global manager of Shari'ah-
compliant alternative investments and operates as an investment
bank.  Arcapita is not a domestic bank licensed in the United
States.  Arcapita is headquartered in Bahrain and is regulated
under an Islamic wholesale banking license issued by the Central
Bank of Bahrain.  The Arcapita Group employs 268 people and has
offices in Atlanta, London, Hong Kong and Singapore in addition
to its Bahrain headquarters.  The Arcapita Group's principal
activities include investing on its own account and providing
investment opportunities to third-party investors in conformity
with Islamic Shari'ah rules and principles.

The Arcapita Group currently has roughly US$7 billion in assets
under management.  On a consolidated basis, the Arcapita Group
owns assets valued at roughly US$3.06 billion and has liabilities
of roughly US$2.55 billion.  The Debtors owe US$96.7 million
under two secured facilities made available by Standard Chartered
Bank.

Arcapita explored out-of-court restructuring scenarios.  The
Debtors, however, have been unable to achieve 100% lender consent
required to effectuate the terms of an out-of-court
restructuring.

Subsequent to the Chapter 11 filing, Arcapita Investment Holdings
Limited, a wholly owned Debtor subsidiary of Arcapita in the
Cayman Islands, issued a summons seeking ancillary relief from
the Grand Court of the Cayman Islands with a view to facilitating
the Chapter 11 cases.  AIHL sought the appointment of Zolfo
Cooper as a provisional liquidator.

No official committee has yet been appointed by the Office of the
United States Trustee.


ARCAPITA BANK: Taps Gibson Dunn as General Bankruptcy Counsel
-------------------------------------------------------------
Arcapita Bank B.S.C.(c), et al., ask the U.S. Bankruptcy Court for
the Southern District of New York for permission to employ Gibson,
Dunn & Crutcher, LLP as their general bankruptcy and restructuring
counsel nunc pro tunc to March 19, 2012.

Gibson Dunn helped to form Arcapita (under a different name) in or
around 1996.  For over 10 years, Gibson Dunn has served as general
outside counsel to the Debtors.

Prior to the Petition Date, Gibson Dunn held an advance payment
from the Debtors in the amount of approximately $1,000,000.
Pursuant to the Engagement Letter, the Advance Payment was
allocated as: (1) $800,000 from Arcapita; (2) $100,000 from
Arcapita Investment Holdings Limited; and (3) $100,000 from
Arcapita LT Holdings Limited.  Before receipt of the Advance
Payment, the Debtors compensated Gibson Dunn on a current basis
upon presentation of invoices detailing the fees and expenses
incurred on the Debtors' behalf.  Prepetition payments were
generally remitted by Arcapita and Arcapita, Inc., but were
occasionally remitted by other Arcapita subsidiaries, including
AIHL and Arcapita LT.  As of the Petition Date, Gibson Dunn holds
no prepetition claim against the Debtors.

As of March 19, the Debtors had an on-account balance of $118,878.

To the best of the Debtors' knowledge, Gibson Dunn does not have
an interest adverse to the Debtors in matters related to the
Chapter 11 cases.

                        About Arcapita Bank

Arcapita Bank B.S.C., also known as First Islamic Investment Bank
B.S.C., along with affiliates, filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 12-11076) in Manhattan on March
19, 2012.  The Debtors said they do not have the liquidity
necessary to repay a US$1.1 billion syndicated unsecured facility
when it comes due on March 28, 2012.

The Debtors have tapped Gibson, Dunn & Crutcher LLP as bankruptcy
counsel, Linklaters LLP as corporate counsel, Towers & Hamlins
LLP as international counsel on Bahrain matters, Hatim S Zu'bi &
Partners as Bahrain counsel, KPMG LLP as accountants, Rothschild
Inc. and financial advisor, and GCG, Inc., as notice and claims
agent.

Founded in 1996, Arcapita is a global manager of Shari'ah-
compliant alternative investments and operates as an investment
bank.  Arcapita is not a domestic bank licensed in the United
States.  Arcapita is headquartered in Bahrain and is regulated
under an Islamic wholesale banking license issued by the Central
Bank of Bahrain.  The Arcapita Group employs 268 people and has
offices in Atlanta, London, Hong Kong and Singapore in addition
to its Bahrain headquarters.  The Arcapita Group's principal
activities include investing on its own account and providing
investment opportunities to third-party investors in conformity
with Islamic Shari'ah rules and principles.

The Arcapita Group currently has roughly US$7 billion in assets
under management.  On a consolidated basis, the Arcapita Group
owns assets valued at roughly US$3.06 billion and has liabilities
of roughly US$2.55 billion.  The Debtors owe US$96.7 million
under two secured facilities made available by Standard Chartered
Bank.

Arcapita explored out-of-court restructuring scenarios.  The
Debtors, however, have been unable to achieve 100% lender consent
required to effectuate the terms of an out-of-court
restructuring.

Subsequent to the Chapter 11 filing, Arcapita Investment Holdings
Limited, a wholly owned Debtor subsidiary of Arcapita in the
Cayman Islands, issued a summons seeking ancillary relief from
the Grand Court of the Cayman Islands with a view to facilitating
the Chapter 11 cases.  AIHL sought the appointment of Zolfo
Cooper as a provisional liquidator.

No official committee has yet been appointed by the Office of the
United States Trustee.


ARCTIC GLACIER: Incurs $84.8 Million Net Loss in 2011
-----------------------------------------------------
Arctic Glacier reported a loss of $84.88 million on $237.09
million of sales in 2011, compared with a net loss of $82.67
million on $233.39 million of sales in 2010.

The Fund reported a loss of $54.73 million on $35.62 million of
sales for the three months ended Dec. 31, 2011, compared with a
loss of $22.06 million on $34.78 million of sales for the same
period a year ago.

The Fund's balance sheet at Dec. 31, 2011, showed $296.12 million
in total assets, $252.11 million in total liabilities and $44.01
million in unitholders' equity.

"For Arctic Glacier, the events of 2011 led to far-reaching
developments in 2012 that aim to find a solution to the Fund's
current challenges and create a new structure for the future,"
said Keith McMahon, President and CEO of Arctic Glacier Inc., the
Fund's operating company.

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

                         http://is.gd/JCx8ji

                        About Arctic Glacier

Arctic Glacier Income Fund, through its operating company, Arctic
Glacier Inc., is a leading producer, marketer and distributor of
high-quality packaged ice in North America, primarily under the
brand name of Arctic Glacier(R) Premium Ice.  Arctic Glacier
operates 39 production plants and 48 distribution facilities
across Canada and the northeast, central and western United States
servicing more than 75,000 retail locations.

Arctic Glacier Income Fund trust units are listed on the Toronto
Stock Exchange under the trading symbol AG.UN.  There are
currently 39.0 million trust units outstanding.  Following the
issuance of units to the Debenture holders on Aug. 2, 2011, there
will be 350.3 million trust units outstanding.

Arctic Glacier filed for Chapter 15 bankruptcy (Bankr. D. Del.
Case No. 12-10603) on Feb. 22, 2012.  The Fund estimated assets
and debts of $100 million to $500 million.  Judge Kevin Gross
presides over the case.

Marketwire reported that since late 2010, a special committee of
the board has been engaged in a strategic and financing review,
with the assistance of TD Securities.  The report added that
the Fund was in breach of certain financial covenants governing
EBITDA levels and other measures under its credit facilities.  The
breach created a default under the terms of the credit facilities
and the Fund received notices of default from its term loan
lenders and revolving term credit facility lenders in September
2011, without requiring accelerated payments.  As a result, the
Fund no longer had the ability to make additional draws on its
revolving term credit facility.


AUDATEX HOLDINGS: Moody's Rates $300MM Sr. Unsec. Notes 'Ba2'
-------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to a proposed $300
million add-on to the senior unsecured notes due 2018 indenture of
a subsidiary of Audatex Holdings, LLC. At the same time, Moody's
assigned a Baa2 rating to a proposed $100 million senior secured
revolver and to newly amended and extended senior secured term
loan tranches. Moody's affirmed the Ba2 rating on Audatex's
existing senior unsecured notes due 2018, the Ba1 Corporate Family
Rating ("CFR"), and the SGL-1 Speculative Grade Liquidity Rating.
Despite modest incremental debt of approximately $50 million,
Audatex's Ba1 CFR is supported by Moody's expectation that the
company will delever by deploying excess cash for acquisitions.

Approximately $245 million of the notes' proceeds will be used to
repay non-extended term loan tranches (about 45% of the total
outstanding balance). Moody's affirmed the Baa3 rating on the non-
extended tranches and, upon closing, the ratings on these tranches
will be withdrawn. After paying fees and expenses, remaining
proceeds from the notes will be retained for general corporate
purposes which may include the funding of future acquisitions. The
ratings are contingent upon closing of the proposed transaction
and Moody's review of final documentation.

Ratings assigned (and Loss Given Default assessments):

- Proposed $100 million sr secured revolver expiring
   February 2017, Baa2 (LGD2, 12%)

- Proposed EUR and US$ sr secured term loan tranches due
   May 2017, Baa2 (LGD2, 12%)

- Proposed $300 million add-on to sr unsecured notes due 2018,
   Ba2 (LGD4, 67%)

Ratings affirmed (and LGD assessments):

- Corporate Family Rating, Ba1

- Probability of Default Rating, Ba1

- Speculative Grade Liquidity Rating, SGL-1

- $450 million sr unsecured notes due 2018, Ba2 (to LGD4, 67%
   from LGD5, 80%)

- EUR and US$ sr secured revolvers expiring April 13, 2012, Baa3
   (LGD2, 25%) -- to be withdrawn upon the earlier of expiration
   or closing

- EUR and US$ sr secured term loan tranches due May 2014, Baa3
   (LGD2, 25%) -- to be withdrawn upon closing

Ratings Rationale

Pro forma for the transaction, cash on hand will be greater than
$400 million and financial leverage (debt / EBITDA) is estimated
at approximately 3.6 times (including redeemable minority
interests). Moody's expects financial leverage to fall below 3.5
times within the next 12-18 months from organic revenue and
profitability growth and acquired EBITDA. Management has stated a
goal of reaching $1 billion in revenues by 2014 through a
combination of organic growth and acquisitions.

Audatex's Ba1 CFR reflects its leading market position for
software and services provided to the automobile insurance claims
processing industry in the US and Europe, and expectations for
continued steady revenue and earnings growth. "Audatex has a
meaningful presence in developing markets where vehicle ownership
and the penetration of car insurance is growing at a faster pace
than in maturing markets, providing significant growth
opportunities," stated Moody's analyst Suzanne Wingo. Its software
and databases, which are embedded in customer systems and
processes, present barriers to entry and allow for high
profitability margins and free cash flow. The ratings are
principally constrained by a relatively small revenue base (under
$800 million) for the Ba1 rating category and a concentration of
revenues in partial loss estimation software products that are
subject to regulatory and technology risks.

The stable outlook anticipates steady organic revenue and
profitability growth over the next year (excluding f/x changes)
from the roll-out of additional software and services to existing
customers and growing claims volumes in developing markets.
Moody's expects that excess cash will be deployed for acquisitions
in core or adjacent services, bringing financial leverage below
3.5 times on an adjusted basis. The ratings could be downgraded if
profitability margins or credit metrics deteriorate due to a loss
of market share, a more difficult pricing environment or a change
to more aggressive financial policies such that debt to EBITDA and
free cash flow to debt were sustained at over 3.5 times and under
10%. The ratings could be upgraded over the longer term if Audatex
materially expands its revenue base, diversifies its business
lines, and maintains a track record of conservative financial
policies.

The principal methodology used in rating Audatex Holdings, LLC was
the Global Business & Consumer Service Industry Methodology
published in October 2010. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

Audatex, a wholly-owned subsidiary of Solera Holdings, Inc.
(ticker: SLH), is a leading global provider of software and
services to the automobile insurance claims processing industry.
The company reported revenues of $751 million in the twelve months
ended December 31, 2011.


BABBIE ENTERPRISES: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Babbie Enterprises, LLC
        P.O. Box 443
        Troy, MI 48085

Bankruptcy Case No.: 12-48772

Chapter 11 Petition Date: April 6, 2012

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

Judge: Thomas J. Tucker

Debtor's Counsel: Robert N. Bassel, Esq.
                  P.O. Box T
                  Clinton, MI 49236
                  Tel: (248) 677-1234
                  Fax: (248) 369-4749
                  E-mail: bbassel@gmail.com

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

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

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

The petition was signed by Eddie Babbie, principal.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Sabah & Randy, Inc.                    12-48770   04/06/12


BENDE TRUST: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: The Bende Trust
        8820 Baird Ave.
        Northridge, CA 91324

Bankruptcy Case No.: 12-13275

Chapter 11 Petition Date: April 6, 2012

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

Judge: Alan M. Ahart

Debtor's Counsel: Ray B. Bowen, Jr., Esq.
                  LAW OFFICES OF RAY B BOWEN JR
                  19318 Ventura Blvd., Suite 100
                  Tarzana, CA 91356-3097
                  Tel: (818) 996-5000

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

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

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

The petition was signed by Claudia Jo Jones, trustee.


BERNARD L. MADOFF: In-Law Wants to Move Clawback Suits
------------------------------------------------------
Karlee Weinmann at Bankruptcy Law360 reports that a former
daughter-in-law of Ponzi schemer Bernard Madoff on Monday asked to
move a trustee's clawback suit against her to federal district
court, joining hundreds of defendants in similar actions who have
argued that the trustee's claims don't belong in front of a
bankruptcy judge.

Deborah Madoff, who faces claims along with her two children,
argued in a motion to move the case that the trustee's claims
involve heavy interpretation of the federal Securities Investor
Protection Act, Law360 relates.

                      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.


BRIDGEWATER POINTE: Willard Acquires Unfinished Projects
--------------------------------------------------------
Amy Matzke-Fawcett at The Roanoke Times reports that the Willard
Cos. has purchased two unfinished projects at Smith Mountain Lake,
Virginia.

According to the report, the first is at Bridgewater Pointe, where
the company plans to build a second condo tower near Hales Ford
Bridge in Franklin County.  The second tower will "mirror the
architecture of the exiting condominium tower" and include 48
units.  Willard also has purchased the nearby Bridgewater Grande,
a 30-acre mixed-use residential and commercial property, said
Chris Finley, director of marketing.  The sale closed on April 6,
2012, at a combined price of $5.6 million.

The report says plans for Bridgewater Pointe included two
48-unit towers, but only one tower was completed before developers
Bridgewater Pointe Partners filed for Chapter 11 bankruptcy
protection in April 2008 after defaulting on a $21.5 million loan
from BB&T.  All 48 three- and four-bedroom condos in the finished
Bridgewater Pointe tower sold for between $199,500 and $535,500
during a June 2010 lottery sale at Waterfront Country Club.  The
listing prices of the units were $570,000 to $910,000 when first
put up for sale in 2007.

The report notes Prudential Waterfront Properties, the real estate
division of the Willard Cos., was hired to conduct that sale.

The report relates that parts of another Smith Mountain Lake
development, LakeWatch Plantation, are scheduled to be auctioned
in May.

According to the report, developer Trey Park filed for bankruptcy
in August 2009, and LakeWatch and another Park development,
Waterside in Bedford County, were later repossessed.  The sale
will include 10 waterfront home sites, six real estate building
sites and nine carriage homes and four commercial lots, according
to Woltz & Associates, the company conducting the sale.

Based in Moneta, Virginia, Bridgewater Pointe Partners LLC --
http://bridgewaterpointe.com/-- is a real estate developer.
The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on April 16, 2008, (Bankr. W.D. Va. Case No.: 08-70682
to 08-70684).  Bridgewater Pointe's financial condition at
bankruptcy filing showed estimated assets of $10 million to
$50 million and estimated debts of $1 million to $10 million.


BROADCAST INT'L: Files Form S-1, Registers 46-Mil. Common Shares
----------------------------------------------------------------
Broadcast International, Inc., filed with the U.S. Securities and
Exchange Commission a Form S-1 registration statement relating to
the resale of up to 46,470,000 shares of the Company's common
stock owned by Gem Asset Management LC, Kingsbrook Opportunities
Master Fund LP, John & Lois Teerling, et al., including up to
18,270,000 shares of the Company's common stock upon exercise of
certain warrants held by the selling shareholders.

The Company will not receive any proceeds from the sale of the
common stock.  All proceeds from the sale of the common stock will
be paid to the selling shareholders.  The Company may, however,
receive proceeds from the exercise of the outstanding warrants.
If all of the warrants covered by this prospectus are exercised in
full, the Company will issue an aggregate of 18,270,000 shares of
the Company's common stock, and the Company may receive aggregate
proceeds of $6,394,500

The Company's common stock is currently traded on the OTC Bulletin
Board under the symbol "BCST."  On April 2, 2012, the closing sale
price of the Company's common stock was $.35 per share.

A copy of the prospectus is available for free at:

                       http://is.gd/1HdRao

                  About Broadcast International

Based in Salt Lake City, Broadcast International, Inc., installs,
manages and supports private communication networks for large
organizations that have widely-dispersed locations or operations.
The Company owns CodecSys, a video compression technology to
convert video content into a digital data stream for transmission
over satellite, cable, Internet, or wireless networks, as well as
offers audio and video production services.  The Company's
enterprise clients use its networks to deliver training programs,
product announcements, entertainment, and other communications to
their employees and customers.

The Company reported net profit of $3.73 million on $6.32 million
of net sales for the nine months ended Sept. 30, 2011, compared
with a net loss of $11.65 million on $5.36 million of net sales
for the same period a year ago.  Net loss in 2010 was $18.66
million, which followed a net loss of $13.38 million in 2009.

The Company's balance sheet at Sept. 30, 2011, showed
$4.32 million in total assets, $12.59 million in total
liabilities, and a $8.27 million total stockholders' deficit.

                      Bankruptcy Warning

According to the Form 10-Q for the quarter ended Sept. 30, 2011,
the Loan Restructuring Agreement the Company entered into as part
of the Debt Restructuring contains, among other things, covenants
that may restrict its ability to obtain additional capital, to
declare or pay a dividend or to engage in other business
activities.  A breach of any of these covenants could result in a
default under the Company's Amended and Restated Note, in which
event the holder of the note could elect to declare all amounts
outstanding to be immediately due and payable, which would require
the Company to secure additional debt or equity financing to repay
the indebtedness or to seek bankruptcy protection or liquidation.


BROADSIGN INT'L: Has Final Loan From Likely Buyer JEDFam
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that BroadSign International Inc. received final approval
on April 9 for $328,000 in financing provided by JEDFam Group LLC,
the expected buyer of the business.  There will be an auction on
May 8 to test whether there is a better bid than JEDFam's to buy
the business in exchange for $5.5 million in secured debt plus the
amount needed to cure defaults on contracts going along with the
sale.  Boise, Idaho-based BroadSign owes $5.7 million to JEDFam on
two first-lien obligations. JEDFam also owns 25 percent of the
BroadSign stock.

                   About BroadSign International

BroadSign International Inc., a Boise, Idaho-based developer of
software for digital signs, filed a Chapter 11 petition (Bankr.
D. Del. Case No. 12-10789), estimating assets of less than
$10 million and debts of up to $50 million.  The Debtor, which
filed for bankruptcy with affiliates, intends to sell the business
in exchange for $5.5 million in secured debt owing to JEDFam Group
LLC.


CATALYST PAPER: Noteholders Bid $275 Million for Assets
-------------------------------------------------------
American Bankruptcy Institute reports that a group of Catalyst
Paper Corp.'s first-lien noteholders will serve as stalking-horse
bidder with a $275 million bid for the British Columbia specialty
paper and newsprint producer if the company's reorganization
efforts fail.

                        About Catalyst Paper

Catalyst Paper Corp. -- http://www.catalystpaper.com/--
manufactures diverse specialty mechanical printing papers,
newsprint and pulp.  Its customers include retailers, publishers
and commercial printers in North America, Latin America, the
Pacific Rim and Europe.  With four mills, located in British
Columbia and Arizona, Catalyst has a combined annual production
capacity of 1.9 million tons.  The Company is headquartered in
Richmond, British Columbia, Canada and its common shares trade on
the Toronto Stock Exchange under the symbol CTL.

Catalyst on Dec. 15, 2011, deferred a US$21 million interest
payment on its outstanding 11.00% Senior Secured Notes due 2016
and Class B 11.00% Senior Secured Notes due 2016 due on Dec. 15,
2011.  Catalyst said it was reviewing alternatives to address its
capital structures and it is currently in discussions with
noteholders.  Perella Weinberg Partners served as the financial
advisor.

In early January 2012, Catalyst entered into a restructuring
agreement, which will see its bondholders taking control of the
company and includes an exchange of debt for equity.  The
agreement said it would slash the company's debt by C$315.4
million ($311 million) and reduce its cash interest expenses.
Catalyst also said it will continue to "operate and satisfy" its
obligations to customers, trade creditors, employees and retirees
in the ordinary course of business during the restructuring
process.

On Jan. 17, 2012, Catalyst applied for and received an initial
court order under the Canada Business Corporations Act (CBCA) to
commence a consensual restructuring process with its noteholders.
Affiliate Catalyst Paper Holdings Inc., filed for creditor
protection under Chapter 15 of the U.S. Bankruptcy Code (Bankr. D.
Del. Case No. 12-10219) on the same day and sought recognition of
the Canadian proceedings.

Catalyst joins a line of paper producers that have succumbed to
higher costs, increased competition from Asia and Europe, and
falling demand as more advertisers and readers move online.  In
2011, Cerberus Capital-backed NewPage Corp. filed for bankruptcy
protection, followed by SP Newsprint Co., owned by newsprint
magnate and fine art collector Peter Brant.  In December, Wausau
Paper said it will close its Brokaw mill in Wisconsin, cut 450
jobs and exit its print and color business.

The Supreme Court of British Columbia granted Catalyst creditor
protection under the CCAA until April 30, 2012.

As of Dec. 31, 2011, the Company had C$737.6 million in total
assets and C$1.35 million in total liabilities.


CEDAR FUNDING: Judge Reverses 2009 Ruling on Consolidating Assets
-----------------------------------------------------------------
Larry Parsons at The Herald reports that, in a new ruling, U.S.
District Court Judge Ronald M. Whyte reversed a 2009 ruling that
consolidated the salvageable assets of two different kinds of
Cedar Funding investors -- those who put money into a mortgage
pool and those who were "fractional investors" and put money into
individual properties.

According to the report, the 2009 ruling by now-retired Bankruptcy
Court Judge Marilyn Morgan was a victory for the bankruptcy
trustee and for mortgage pool investors, but a setback for dozens
of fractional investors.  Consolidating all the assets in a single
pool, in theory, would provide a bigger source of money to
distribute to all Cedar Funding investors and other creditors
still awaiting resolution of the bankruptcy process.

The report notes that more than 1,000 investors, many of them
Central Coast residents, who sank about $150 million into Cedar
Funding were left in the lurch in May 2008 when the company fell
into receivership and Chapter 11 bankruptcy.

The report relates that Cedar Funding owner David Nilsen was
ordered to start serving an eight-year prison sentence on June 1
after pleading guilty to wire and mail fraud in the meltdown of
his mortgage-lending company.

According to the report, the bankruptcy liquidation remains
snarled in litigation, and the trustee has said the best many
investors can hope to recover is a few cents on the dollar.

The report says attorney Larry Lichtenegger, who represents many
of the fractional investors, said two other pending cases involve
the same issue that Judge Whyte addressed.  In an overturned case,
about 40 fractional investors contended their interests in deeds
of trust shouldn't be part of the Cedar Funding bankruptcy estate.
They contended they had "equitable liens" ties to particular
properties.

The report says, in her ruling, Judge Morgan said extensive
commingling of Cedar Funding investors' money made it impossible
to recognize a claim in favor of any individual investors.  But
Judge Whyte, in returning the case to the Bankruptcy Court, found
otherwise.  He said the fractional investors expressly elected to
avoid "the pooling concept" in favor of specific securities.

                        About Cedar Funding

Monterey, California-based mortgage lender Cedar Funding Inc.
-- http://www.cedarfundinginc.com/-- owned by real estate broker
David Nilsen, filed a Chapter 11 petition (Bankr. N.D. Calif. Case
No. 08-52709) on May 26, 2008.  CFI was alleged to be a Ponzi
scheme.  CFI accepted many millions of dollars from hundreds of
individuals who believed they were acquiring fractional interests
in loans that were secured by real property.  Many more invested
with CFI through a related entity, Cedar Funding Mortgage Fund
LLP, that acquired fractional interests in the name of the Fund.
CFI failed to record assignments of its deeds of trust that would
have provided security interests to most of its investors,
including the Fund.

R. Todd Neilson was appointed Chapter 11 trustee in the case.
Cecily A. Dumas, Esq., at Friedman, Dumas and Springwater, in San
Francisco, represented Mr. Neilson.  The Debtor estimated assets
of less than $50,000 and debts of $100 million to $500 million in
its Chapter 11 petition.

As reported by the Troubled Company Reporter on March 7, 2011, the
Bankruptcy Court confirmed the joint Chapter 11 plan of
liquidation proposed by R. Todd Neilson, and the Official
Committee of Unsecured Creditors.  According to the disclosure
statement explaining the Plan, holders of unsecured claims
aggregating $146 million are expected to recover 5% to 10% of
their allowed claims.  Holders of unsecured claims classified as
convenience claims -- expected to total $700,000 -- will each
receive a one-time payment of $2,000 and are projected to recover
100 cents on the dollar.


CENTENNIAL BLUFF: Bankruptcy Filing Blocks Foreclosure Auction
--------------------------------------------------------------
Leean Tupper at the Oak Ridger relates that the Chapter 11 filing
of Centennial Bluff LLC stayed a foreclosure auction sought by
Commercial Bank of Harrogate, Tennessee.  The report says the
legal notice publicizing the foreclosure auction indicates the
development has two years of unpaid property taxes in both
Anderson County and Oak Ridge, Tennessee.

Based in Asbury Park, New Jersey, Centennial Bluff filed for
Chapter 11 protection on March 28, 2012 (Bankr. E.D. Tenn. Case
No. 12-31331).  Judge Richard Stair Jr. presides over the case.
Keith L. Edmiston, Esq., at Gribble Carpenter & Associates, PLLC,
represents the Debtor.  The Debtor estimated assets of $1 million
and $10 million and debts of $10 million and $50 million.


CHAMPION TILE: Business Problem Prompts Chapter 11 Filing
---------------------------------------------------------
Ernie Garcie at lohud.com reports that Champion Tile filed for
Chapter 11 bankruptcy on April 11, 2012, after struggling with an
unprofitable store in Pawling, New York.

According to the report, Champion Tile listed $2.9 million in
debts and $125,046 in assets for the business, which owner Robert
Ward opened in Bedford Hills, New York, in 1995 after acquiring
the business from a previous owner.

The report relates Mr. Ward said his stores are not closing and
that his company's problems stem from the Pawling location, which
opened in 2003 and has a 5,000-square-foot showroom and a 10,000-
square-foot warehouse.  "It's a huge store and it's not pulling
its weight," said Mr. Ward, estimating that business at the
Pawling store is down 66% since the national housing meltdown in
2008.  "The store in Bedford Hills has always been profitable."

Champion Tile -- http://www.championtileandbaths.com/-- sells
tiles, bathtubs and bathroom fixtures for home renovations.


CHAMPION TILE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Champion Tile of Bedford Hills, Inc.
        59 Adams Street
        Bedford Hills, NY 10507

Bankruptcy Case No.: 12-22678

Chapter 11 Petition Date: April 4, 2012

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

Judge: Robert D. Drain

Debtor's Counsel: Bruce R. Alter, Esq.
                  ALTER & BRESCIA, LLP
                  550 Mamaroneck Avenue, Suite 510
                  Harrison, NY 10528
                  Tel: (914) 670-0030
                  Fax: (914) 670-0031
                  E-mail: altergold@aol.com

Scheduled Assets: $125,046

Scheduled Liabilities: $2,924,231

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/nysb12-22678.pdf

The petition was signed by Robert M. Ward, president.


CHARLES STREET: Bank Says AME Parent Responsible for Loans
----------------------------------------------------------
Boston.com reports that OneUnited Bank has filed motions in the
bankruptcy case of the Charles Street African Methodist Episcopal
Church in which it alleges that the AME parent organization
controls the church's assets and has financial responsibility for
its nearly $5 million in delinquent loans.

The report relates the bank also alleged that Charles Street AME
was late on 46 out of 59 payments on a $1.1 million loan secured
by the historic Roxbury church building.  It also alleged that the
church engaged in a pattern of "serious delinquency" that
generated 17 foreclosure notices from OneUnited and cost it
$18,595 in late charges.

According to the report, the legal filings were the latest chapter
in a simmering battle between the prominent black Boston church
and one of the nation's largest black-owned banks.  Charles Street
filed for Chapter 11 bankruptcy protection in March after months
of failing to get the bank to renegotiate two loans that had come
due.

The report notes Ross Martin, the church's lawyer at Ropes & Gray,
said Charles Street would file its response to the motions by
Friday.  He said the notion that the church didn't own its own
property was false.  "The real estate records are crystal clear,"
he said.

The report notes the bank argued that the First Episcopal District
church, with net assets over $500 million, controls its member
churches' cash, and should bear ultimate responsibility for
Charles Street's loans on the church and on a community center it
was rebuilding.

The report relates Mr. Martin also said the church regularly paid
its monthly loan bills and caught up when it was late.  He said,
"OneUnited willingly accepted late charges to pad their profit.
Despite this record they complain of, they never took any action.
It is bizarre that they complain now."

The report says the bank objected to the church's reorganization
plan filed with the court, on a number of matters.  In one
instance, OneUnited opposed the church's asking for a $1.5 million
donation from the parent church to go directly to paying to finish
construction on the community center.  The bank also opposed the
"flatly unreasonable" proposal to repay all the money over 30
years at an "unacceptably low interest rate" of 5.25%.  Mr. Martin
said the church would object to the bank's motion to offer its own
plan for the bankruptcy before the standard 120 days from the
original filing.

Based in Boston, Massachusetts, Charles Street African Methodist
Episcopal Church -- http://www.csrrc.org/-- is located in
Roxbury, Massachusetts.  The Church is to advocate for the needs
of community residents and to strengthen individuals, families,
and the community by providing social, educational, economic, and
cultural services.  The Church filed for Chapter 11 protection on
March 20, 2012 (Bankr. D. Mass. Case No. 12-12292).  Judge Frank
J. Bailey presides over the case.  Jonathan Lackow, Esq., at Ropes
& Gray LLP, represents the Debtor.  The Debtor estimated both
assets and debts of between $1 million and $10 million.


CHRIST HOSPITAL: Seeks Approval of $5-Mil DIP Financing
-------------------------------------------------------
Christ Hospital seeks entry of an order authorizing it to obtain
postpetition financing from Hudson Hospital Propco, LLC, and
Hudson Hospital Opco, LLC, in an aggregate principal amount of up
to $5,000,000 through a multi-draw term loan subject to the DIP
Budget.

The Debtor will use the money to fund operation of the business
pending closing of the sale.

In addition, the Debtor ask for authorization for its obligations
to the DIP Lender be secured by a lien on all of Debtor's assets.
Subject to the liens of the senior lenders and the Carveout, the
Debtor's obligations under the Deposit DIP Financing will be:

     1. junior and subordinate to the Liens and Claims of
        Healthcare Finance Group LLC (HFG) under the HFG Loan
        Documents not to exceed a principal amount of $22,300,000
        without the consent of Lender;

     2. senior to and of higher priority than Liens and Claims of
        the Pension Benefit Guaranty Corporation (PBGC), but only
        up to the amount that the principal amount of the Deposit
        DIP Financing does not exceed $26,000,000.

     3. junior and subordinate to the Liens and Claims of PBGC to
        the extent that the principal amount of the Deposit DIP
        Financing plus the principal amount of the Claims of HFG
        under the HFG Loan Documents exceeds $26,000,000.

In the event that the Bankruptcy Court imposes a stay pending
appeal with respect to the Sale Order, the unused portion of the
Good Faith Deposit will not convert into Deposit DIP Financing
without Purchaser's prior written consent until the stay is
terminated.

The Debtor also seek authorization for the Debtor, unless
otherwise authorized by Purchaser to draw upon the Deposit DIP
Financing in accordance with the DIP Budget and if the Seller's
anticipated financing requirements in the next three business
days, exceed the anticipated availability under the postpetition
financing being provided by HFG to the Seller, without regard to
any discretionary availability or over advances unless actually
advanced under the HFG postpetition financing.

The Debtor will obtain approval of a final order approving the
Deposit DIP Financing not later than April 17, 2012, unless
extended by agreement of the Parties.  In the event a Final Order
is not entered on or before April 17, 2012, any unused portion of
the Good Faith Deposit as of April 17, 2012, will not convert to
Deposit DIP Financing until the Final Order is entered unless
agreed to by the Lender.

Warren G. Martin, Esq., at Porzio, Bromberg & Newman, P.C., tells
the Court that the Debtor needs immediate authority to obtain
Deposit DIP Financing and the use of Cash Collateral in order to
continue the operation of the Hospital and related health care
business.  The Debtor needs cash to purchase medical supplies and
services, to pay its employees, and to meet other expenses
necessary to maintain operations, preserve its assets, maintain
effective patient care, and maximize value during the sale
process.  The Debtor will be irreparably harmed unless it is
authorized immediately to obtain Deposit DIP Financing and use
Cash Collateral for these purposes.  Particularly in view of the
Debtor's need to avoid disruption of patient care, the requested
Deposit DIP Financing and use of Cash Collateral is essential to
maintain the value of the Debtor's business enterprise and the
health, safety and welfare of existing patients and of the
surrounding community that relies on the Hospital for emergency
medical care.

The Hospital has exercised its sound business judgment in
determining that a postpetition credit facility is appropriate and
has satisfied the legal prerequisites to borrow under the Deposit
DIP Financing.  The Hospital is a not-for-profit serving the
underprivileged community recognized by the State of New Jersey as
a critical safety net hospital.  Accordingly, the Hospital should
be granted authority to enter into the Deposit DIP Financing and
borrow funds from the DIP Lender and take all other actions
contemplated by the Deposit DIP Financing.

                     About Christ Hospital

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

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

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

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

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

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

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


CHRIST HOSPITAL: Sale of N.J. Hospital for $29.5-Mil Approved
-------------------------------------------------------------
The Bankruptcy Court for the District of New Jersey has authorized
Christ Hospital to sell its 367-bed acute-care hospital in Jersey
City to Hudson Hospital Propco LLC and Hudson Hospital Holdco
LLC.

In consideration of the sale, transfer, conveyance and assignment
of the Assets, the Purchaser will:

    (i) assume liabilities;

   (ii) pay to Seller cash in the amount of $29,496,000;

  (iii) pay the amount of $3,500,000 to satisfy a portion of
        Seller's obligations to the PBGC;

   (iv) pay all Transfer Taxes due in connection with the closing
        of the transactions, currently estimated to be $300,000;

    (v) pay the cost of all director and officer "tail" insurance
        coverage, in the amount currently estimated to be
        $150,000.00; and

  (vii) release all rights to the Good Faith Deposit and any right
        to repayment of the Good Faith Deposit.

As a result of the bid process conducted by the Debtor and its
professionals and in the presence of the Court, the Debtor
received two Qualified Bids and the Auction was held.  The bidders
submitting Qualified Bids appeared and participated at the
Auction.  The Debtor has, in consultation with Committee, HFG and
other stakeholders, selected the offer submitted by Hudson
Hospital Propco, LLC, and Hudson Hospital Opco, LLC, as the
Successful Bid.

                     About Christ Hospital

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

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

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

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

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

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

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


CHRISTIAN BROTHERS: Aug. 1 Set as Claims Bar Date
-------------------------------------------------
Tim White, Target 12 investigative reporter for WPRI 12 and Fox
Providence, reports that creditors have until Aug. 1, 2012, to
file claims against The Christian Brothers Institute and the
Christian Brothers of Ireland, Inc.

The Christian Brothers' Institute and The Christian Brothers of
Ireland filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case Nos. 11-22820 and 11-22821) on April 28, 2011.
Scott S. Markowitz, Esq., at Tarter Krinsky & Drogin LLP, serves
as the Debtors' bankruptcy counsel.  The Christian Brothers'
Institute disclosed assets of $63,418,267 and $8,484,853 in
liabilities.  CBOI estimated its assets at $500,000 to $1 million
and debts at $1 million to $10 million.


COLDWATER PORTFOLIO: Hires Meltzer Purtill as Bankruptcy Counsel
----------------------------------------------------------------
Coldwater Portfolio Partners LLC seeks the bankruptcy court's
blessing to employ Meltzer, Purtill & Stelle LLC as Chapter 11
counsel.

Meltzer began performing legal services for the Debtor pursuant to
an engagement agreement executed March 8, 2012, with respect to
the potential workout of the Debtor's secured indebtedness and in
anticipation of the filing of a possible Chapter 11 case.

The Debtor provided to Meltzer an initial retainer in the
aggregate amount of $100,000 comprised of two installments, namely
$50,000 received via wire transfer on March 7, 2012 and $50,000
received via wire transfer on April 2, 2012, against which Meltzer
could draw to pay its outstanding fees and expenses at any time.
Pursuant to the retainer program, the Debtor provided to Meltzer a
subsequent retainer in the amount of $90,000 on April 4, 2012,
against which Meltzer could draw to pay its outstanding fees and
expenses at any time.

Pursuant to the Engagement Agreement, Meltzer applied $45,361 from
the Retainers prepetition to pay any unpaid fees, charges, and
disbursements incurred prepetition through April 4, 2012.  The
balance of the Retainers was $144,639.

Meltzer's agreed hourly rates range from $350 to $575 for
partners, $225 to $275 for associates, and $200 to $300 for
paralegals.

Forrest B. Lammiman, Esq., who will lead Meltzer's legal team in
the Debtor's case, has a benchmark hourly rate for 2012 of $635.
He, however, has agreed to discount his hourly rate to $575 for
the case.

Mr. Lammiman attests that the partners, counsel, and associates of
the firm of Meltzer (a) do not have any connection with the
Debtor, its affiliates, its creditors, the U.S. Trustee, any
person employed in the office of the U.S. Trustee, or any other
party in interest, or their respective attorneys or accountants,
(b) are "disinterested persons" as that term is defined in section
101(14) of the Bankruptcy Code; and (c) do not hold or represent
any interest adverse to the estate.

                About Coldwater Portfolio Partners

Coldwater Portfolio Partners LLC filed a voluntary Chapter 11
petition (Bankr. N.D. Ind. Case No. 12-31182) on April 4, 2012.
CPP, a limited liability company organized under the laws of the
state of Delaware, was formed in January 2006 with the purpose of
owning and operating 38 commercial real estate properties.  The
majority of the properties are shadow retail centers located
adjacent to Wal-Mart Supercenters throughout the Midwest and
Southern States.  The Debtor has developed relationships with
nationwide retailers who operate local stores at the Shadow Retail
Centers, including Dollar Tree, Game Stop, Sally Beauty, and
Fashion Bug.  The Shadow Retail Centers are particularly
attractive commercial retail properties with business arising from
the Wal-Mart customer traffic.

The Hon. Harry C. Dees, Jr., oversees the case.  Forrest B.
Lammiman, Esq., and David L. Kane, Esq., at Meltzer, Purtill
& Stelle LLC, serve as the Debtor's counsel.  CPP estimated assets
of $10 million to $50 million and debts of $50 million to
$100 million.

CPP 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.


COLDWATER PORTFOLIO: Sec. 341 Creditors' Meeting Set for May 14
---------------------------------------------------------------
The U.S. Trustee in South Bend, Indiana, will convene a Meeting of
Creditors under 11 U.S.C. Sec. 341(a) in the Chapter 11 case of
Coldwater Portfolio Partners LLC on May 14, 2012, at 1:30 p.m. at
One Michiana Square, 5th Floor (South Bend).

Objection to dischargeability of certain debts due July 13, 2012.

Proofs of claim are due by Aug. 13, 2012.  Government proofs of
claim are due by Oct. 1, 2012.

According to the case docket, the Debtor is required to file a
Chapter 11 Plan and accompanying Disclosure Statement by Sept. 11,
2012.  Schedules of assets and liabilities and statement of
financial affairs are due April 18.

                About Coldwater Portfolio Partners

Coldwater Portfolio Partners LLC filed a voluntary Chapter 11
petition (Bankr. N.D. Ind. Case No. 12-31182) on April 4, 2012.
CPP, a limited liability company organized under the laws of the
state of Delaware, was formed in January 2006 with the purpose of
owning and operating 38 commercial real estate properties.  The
majority of the properties are shadow retail centers located
adjacent to Wal-Mart Supercenters throughout the Midwest and
Southern States.  The Debtor has developed relationships with
nationwide retailers who operate local stores at the Shadow Retail
Centers, including Dollar Tree, Game Stop, Sally Beauty, and
Fashion Bug.  The Shadow Retail Centers are particularly
attractive commercial retail properties with business arising from
the Wal-Mart customer traffic.

The Hon. Harry C. Dees, Jr., oversees the case.  Forrest B.
Lammiman, Esq., and David L. Kane, Esq., at Meltzer, Purtill
& Stelle LLC, serve as the Debtor's counsel.  CPP estimated
assets of $10 million to $50 million and debts of $50 million to
$100 million.

CPP 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.


COLDWATER PORTFOLIO: Wants to Use Rent to Fund Operations
---------------------------------------------------------
Coldwater Portfolio Partners LLC seeks Bankruptcy Court permission
to use cash collateral of its lender, which generally consists of
income generated from rents collected at the Debtor's properties.

The Debtor said it needs to use cash collateral to sustain
sufficient working capital to finance its ongoing postpetition
business operations until it confirms a plan of reorganization or
is able to maximize the value of its assets through a sale.  The
Debtor proposes to use cash collateral on an interim basis for a
period of not less than 21 days pursuant to an operating budget.

The Debtor proposes to provide the lender adequate protection
through the continued operation and maintenance of the Debtor's
business, which will preserve the value of the collateral.  The
Debtor is not providing the lender with any additional liens.

The Debtor's gross receipts and profits are derived from triple-
net leases from its tenants at its shadow retail centers.  The
Debtor charges tenants a base rent charge, plus a charge for
property insurance, property taxes, and common area maintenance
expenses.  The Debtor then reconciles the triple-net expenses
annually and adjusts the "triple-net" charges accordingly.  The
Debtor's common operational expenses include: management costs,
real estate broker's commissions, property taxes, insurance,
common area maintenance, repairs and maintenance, the cost of
owning vacant property, and the costs of making improvements for
specific tenants.

The Debtor has one primary secured creditor, U.S. Bank National
Association, as Successor Trustee for GS Mortgage Security
Corporation II, Commercial Mortgage Pass-Through Certificates,
Series 2006-G G6, and RBS Financial Products, Inc.  The US Bank
mortgage is serviced by Torchlight Investors, LLC.

On Jan. 26, 2006, CPP entered into a commercial mortgage loan
agreement with RBS f/k/a Greenwich Capital Financial Products,
Inc., in the principal amount of $73,440,000.  The Loan is secured
by the Shadow Retail Centers and rental income generated.  On
March 1, 2006, Greenwich executed a Note Splitter Agreement
dividing the original promissory note into two promissory notes,
referred to in the Note Splitter Agreement as "Note A" and "Note
B".  In March 2006, Greenwich assigned Note A to Wells Fargo Bank,
N.A., as Trustee for the Registered Holders of the GS Mortgage
Securities Corporation II, Commercial Mortgage Pass-Through
Certificates, Series 2006-GG6.

On June 30, 2009, Wells Fargo assigned Note A to Bank of America
as Trustee for the Registered Holders of the GS Mortgage
Securities Corporation II, Commercial Mortgage Pass-Through
Certificates, Series 2006-GG6.  On Jan. 1, 2011, Bank of America
assigned Note A to U.S. Bank.  Note B was assigned to RBS in March
2006.

Torchlight has served as the servicer of the Loan and has been
retained by the subsequent assignees of Note A and Note B.

According to papers filed in court, the Debtor said its financial
difficulties began in the fourth quarter of 2008 when the economic
downturn caused many tenants to become late with their monthly
rents, and some tenants ceased operations.  The first wave of
financial struggles began with the Blockbuster Video bankruptcy,
which resulted in several spaces being either vacated or failing
to pay rent for several months prior to eviction.  The Debtor said
it has had additional problems with certain tenants threatening to
close their stores if their leases were not renegotiated,
demanding lease renegotiations.   The Debtor also has lacked the
funds necessary to evict and replace non-paying tenants.

The Loan matured in February 2010, requiring the Debtor to
refinance the principal Loan balance.  However, due to the decline
in real property values the Debtor's current loan balances carry a
loan-to-value that is too high to refinance. Despite the Debtor's
negotiation efforts, the Lender refused to reach an accommodation
with the Debtor, resulting in the Debtor's default under the Loan.

On March 7, 2012, the Lender commenced foreclosure proceedings
against one or more of the Shadow Retail Centers, which case is
currently pending as U.S. Bank National Association, et al. vs.
Coldwater Portfolio Partners LLC, et al., Case No. SACV12-357-AG
before the U.S. District Court for the Central District of
California, Western Division.  As a result, the Debtor was forced
to file for Chapter 11 protection on the Petition Date to maintain
the going concern value of its business.

                About Coldwater Portfolio Partners

Coldwater Portfolio Partners LLC filed a voluntary Chapter 11
petition (Bankr. N.D. Ind. Case No. 12-31182) on April 4, 2012.
CPP, a limited liability company organized under the laws of the
state of Delaware, was formed in January 2006 with the purpose of
owning and operating 38 commercial real estate properties.  The
majority of the properties are shadow retail centers located
adjacent to Wal-Mart Supercenters throughout the Midwest and
Southern States.  The Debtor has developed relationships with
nationwide retailers who operate local stores at the Shadow Retail
Centers, including Dollar Tree, Game Stop, Sally Beauty, and
Fashion Bug.  The Shadow Retail Centers are particularly
attractive commercial retail properties with business arising from
the Wal-Mart customer traffic.

The Hon. Harry C. Dees, Jr., oversees the case.  Forrest B.
Lammiman, Esq., and David L. Kane, Esq., at Meltzer, Purtill
& Stelle LLC, serve as the Debtor's counsel.  CPP estimated
assets of $10 million to $50 million and debts of $50 million to
$100 million.

CPP 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.


COMMUNITY MEMORIAL: Health Clinics Reopen Pending McLaren Deal
--------------------------------------------------------------
The Associated Press reports that health clinics previously
affiliated with Cheboygan Memorial Hospital have reopened in the
northern Lower Peninsula community as the hospital looks at a
possible sale to Flint-based McLaren Health Care Corp.

AP, citing report from the Cheboygan Daily Tribune, says McLaren
Health Care has hired 55 doctors and others and opened the clinics
Monday.  Cheboygan Memorial and its clinics unexpectedly closed
last week.  The hospital and health system said they support the
sale but McLaren needs to work out certain issues with the federal
government's Center for Medicare and Medicaid Services.

The report relates hospital official said a conference call was
planned for April 11 to discuss if the sale can go forward.

                About Community Memorial Hospital

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

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


CONSTELLATION BRANDS: Moody's Raises CFR to 'Ba1'; Outlook Stable
-----------------------------------------------------------------
Moody's Investors Service upgraded Constellation Brands CFR to Ba1
from Ba2 and assigned a Ba1 rating to its new $400 million senior
unsecured note issuance, which will be used to refinance existing
debt. The ratings on the existing Senior Secured Bank Credit
Facility will be withdrawn upon closing of the new unrated bank
facilities. The rating outlook changed to stable from positive.
The SGL-2 was affirmed.

Constellation Brands, Inc.

Rating assigned:

  $400 million senior unsecured notes: Ba1; LGD 4; 51%

Ratings upgraded:

  Corporate Family Rating to Ba1 from Ba2

  $1,500M Sr. Sec. Term Loan B due 06/05/2013 to Ba1; LGD4,
  51% from Ba2; LGD4, 51%

  $300M Sr. Sec. Term Loan B due 06/05/2015 to Ba1; LGD4,
  51% from Ba2; LGD4, 51%

  $650M Sr. Sec. Revolving Credit Facility due 06/05/2013 to Ba1;
  LGD4, 51% from Ba2; LGD4, 51%

  7.25% Sr. Unsec Global Notes due 05/15/2017 to Ba1; LGD4, 51%
  from Ba2; LGD4, 51%

  7.25% Sr. Unsec Global Notes due 09/01/2016 to Ba1; LGD4, 51%
  from Ba2; LGD4, 51%

  8.375% Sr Unsec Notes due 12/15/2014 to Ba1; LGD4, 51% from
  Ba2; LGD4, 51%

  Probability of Default Rating to Ba1 from Ba2

The SGL-2 was affirmed.

Ratings Rationale

"The Ba1 rating reflects the company's good progress in
streamlining its business and improving profitability in the past
few years, while achieving leverage that is sound for the rating
category," said Linda Montag, Moody's Senior Vice President. The
refinancing of the senior secured credit facilities and issuance
of senior unsecured notes will not materially change leverage and
it will enhance liquidity by extending and staggering debt
maturities. Moody's expects that the proceeds will be used to
refinance existing indebtedness and for general corporate purposes
including share repurchases or acquisitions.

Constellation's Ba1 rating reflects its meaningful scale and good
product diversification, including an extensive portfolio of
brands covering the premium wine, spirits and imported beer
categories. The rating also reflects the franchise strength,
efficiency, and solid profitability of the company. The company's
presence in premium wines, vodka and imported beer places it in
some of the categories that are most strongly positioned for
growth within their respective segments. Additionally overall
leverage has declined to under 3.5 times as of its fiscal year
ended February 2012 from over 5 times in 2007, though the company
does have a history of large share repurchases and acquisitions.
While management has recently been more focused on divestitures of
less profitable businesses and improving mix, the many reversals
and modifications to corporate strategy over the longer term have
distorted comparability and leaves uncertainty as to the company's
long-term commitment to its now less leveraged financial profile.
In addition, the existence of the Crown Joint Venture creates
uncertainties and analytical challenges, since this remains an
important business that is not consolidated and whose longer-term
future depends on the mutual satisfaction of both JV parties given
that the original contract expires on January 2, 2017. However,
Constellation's recent focus on driving profitable organic growth
rather than its historically more aggressive and acquisition-
focused growth strategy, which has resulted in steadily increasing
margins and healthy cash flow, is a credit positive as was the
exit of the underperforming international businesses.

The stable outlook reflects Moody's view that Constellation Brands
will continue to be profitable, with EBITA margins in the low to
mid 30% range per Moody's calculations, and free cash flow
generation in the $400-450 million range. Moody's expects leverage
to remain relatively flat over the next 12-18 months, because the
company has achieved its target leverage range of 3 to 4 times,
and is likely to increase shareholder returns somewhat to maintain
current levels. However Moody's expects that the company will
maintain solid cash flow generation that it would cut back on
share repurchases if it were to consider debt-funded acquisitions.

An upgrade is not likely in the near term. It could result if the
company sustains strong operating performance over the medium
term, shows continued improvement in profitability and leverage,
and if management shows a firm commitment to a more conservative
financial management strategy, including setting financial targets
that permanently reduce leverage levels such that Debt to EBITDA
is maintained under 3.5 times and EBIT to Interest remains above
3.5 times, per Moody's definitions. Furthermore, there would need
to be greater clarity about the future of the Crown Joint Venture
and a clearly articulated commitment by management to investment
grade.

A downgrade could occur if operating performance were to weaken or
debt financed shareholder returns or acquisitions were undertaken
such that leverage was sustained above 4 times, EBITA margin was
sustained below 25% or EBIT to Interest fell materially below 2.5
times.

The principal methodology used in rating Constellation Brands was
Global Alcoholic Beverage Rating Methodology published in August
2009. Other methodologies and factors that may have been
considered in the process of rating this issuer can also be found
on Moody's website.

Headquartered in Victor, New York, Constellation Brands, Inc. is a
leading international wine company with a broad portfolio of
premium brands across the wine, spirits, and imported beer
categories. Major brands in the company's current portfolio
include, Robert Mondavi, Clos du Bois, Ravenswood, Blackstone,
Nobilo, Kim Crawford, Inniskillin, Jackson-Triggs, Arbor Mist,
Black Velvet Canadian Whisky, and SVEDKA vodka. It imports Corona
through the Crown Imports Joint Venture. Reported net revenue for
fiscal 2012 was approximately $2.7 billion.


CONVERTED ORGANICS: Has 92.8 Million Outstanding Common Shares
--------------------------------------------------------------
On Jan. 12, 2012, Converted Organics Inc. issued a senior secured
convertible note, in exchange for the senior secured convertible
note issued on Nov. 2, 2011, in the aggregate original principal
amount of $3,474,797, which had $2,456,595 of principal
outstanding on Jan. 12, 2012, immediately prior to the exchange,
for a senior secured convertible note in the aggregate original
principal amount of $2,456,595, as well as additional
consideration.

As of April 9, 2012, the principal amount of the Note has declined
to $788,775.  From April 3, 2012 until April, 9 2012, a total of
$345,448 in principal had been converted into 48,464,908 shares of
common stock.  Since the issuance of the Original Note, a total of
$3,061,225 in principal had been converted into 92,829,036 shares
of common stock.  The Note holders are accredited investors and
the shares of common stock were issued in reliance on Section 4(2)
under the Securities Act of 1933, as amended.

As of April 9, 2012, the Company had 92,866,200 shares of common
stock outstanding.

                     About Converted Organics

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

The Company reported a net loss of $17.98 million in 2011,
compared with a net loss of $47.81 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $6.88 million
in total assets, $11.10 million in total liabilities, and a
$4.22 million total stockholders' deficiency.

For 2011, Moody, Famiglietti & Andronico, LLP, noted that the
Company has suffered recurring losses and negative cash flows from
operations and has an accumulated deficit that raises substantial
doubt about its ability to continue as a going concern.


CRAWFORD FURNITURE: Hires Blackbird to Liquidate Remaining Assets
-----------------------------------------------------------------
The Observer reports that, in March, Crawford Furniture officials
received approval from the U.S. Bankruptcy Court to hire Blackbird
Asset Services to liquidate its remaining possessions.

According to the report, all furniture that remains unsold will be
sold to the highest bidder beginning at 10 a.m., April 21.  Also
being sold during the auction will be hardwood furniture
components, woodworking tools and equipment that is suited for a
home workshop.

The report notes the larger production equipment will be sold at
auction beginning at 10 a.m., April 24, at Crawford's 1071 Allen
St., Jamestown, location.  During the sale, real estate,
intellectual property and lumber will be available.  Everything
sold will be purchased as is with no warranties or guarantees.
All purchases must be paid in full on the day of the auction.  The
auction will be available on site and through a webcast.

The report says the property available for sale includes two
Crawford warehouse facilities and its main manufacturing space.
One warehouse has 43,800 square feet of space and includes 4,000
square feet of office space.  The second warehouse is 50,800
square feet and includes 400 square feet of office space.  The
manufacturing plant is 116,800 square feet and includes 2,040
square feet of office space.

The report adds the machinery and equipment includes saws,
routers, sanders, clamps, air compressors, finishing lines, spray
booths, spray guns, boring machines, dust collectors, hundreds of
factory carts and pallet jacks.  A complete list of items being
sold is available at http://www.blackbirdassets.com/

                    About Crawford Furniture

Crawford Furniture Manufacturing Corp., of Jamestown, New York --
http://www.crawfordfurniture.com/-- was a leading manufacturer
for more than 120 years of quality 100% solid wood furniture.
Manufacturing was started in 1883 by two Swedish craftsmen and was
originally known as the Swedish Furniture Manufacturing
Corporation.  Manufacturing specializes in the manufacture of
bedroom and dining room furniture from solid wood, specifically
ash, cherry, maple and oak, that is purchased within a 150-mile
radius of its factory in Jamestown.

Crawford Furniture Retail Outlet Inc. has operated five retail
stores in western New York since 2004.  Retail also operated a
warehouse/delivery depot at Benderson Development Park, in
Cheektowaga, New York.

Crawford Furniture Manufacturing filed for Chapter 11 bankruptcy
(Bankr. W.D.N.Y. Lead Case No. 11-12945) on Aug. 25, 2011.
Camille W. Hill, Esq., at Bond, Schoeneck & King, PLLC, serves as
the Debtors' counsel.   The Debtor disclosed $8,588,970 in assets
and $1,541,201 in liabilities.  Retail filed a separate Chapter 11
petition on the same day.  The cases are jointly administered.

The U.S. Trustee appointed an official committee of unsecured
creditors in the case.


CRYOPORT INC: CEO and Chairman Larry Stambaugh Resigns
------------------------------------------------------
Larry G. Stambaugh resigned as the Chief Executive Officer and
Chairman of the Board of CryoPort, Inc., and as a member of the
Company's Board of Directors effective April 5, 2012.  The
recently appointed director Stephen Wasserman has been named
Chairman of the Board, also effective April 5, 2012.  In addition,
the board has formed an Office of the Chief Executive comprised of
independent Directors to assume day-to-day management
responsibilities of the Company on an interim basis, while the
board searches for a successor Chief Executive Officer.

The Company also entered into a Separation Agreement and General
Release of All Claims with Mr. Stambaugh on April 5, 2012, that
governs the terms of his departure and that provides for a mutual
release between the Company and Mr. Stambaugh and for the
following:

    * the Company will pay to Mr. Stambaugh a severance amount
      equal to $180,000, payable in a lump sum within ten days
      after receipt of the Release Agreement; and

    * the exercise period of the two stock options granted to Mr.
      Stambaugh on Sept. 10, 2010, with exercise prices of $0.66
      per share, will be extended for a period of five years from
      April 5, 2012, as to those underlying shares of common stock
      vested as of April 5, 2012, which amount to 362,232 and
      210,000 shares of the Company's common stock, respectively.

The Release Agreement also contains other customary provisions.

                         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.


DAYTOP VILLAGE: Has Interim Access to $5-Mil. DIP Facility
----------------------------------------------------------
Daytop Village Foundation Incorporated and its debtor-affiliates
obtained an interim bankruptcy court order authorizing them to
borrow $1.5 million from a postpetition secured superpriority
financing facility with Island Funding II, and to use cash
collateral of the prepetition lenders.

Island Funding II has agreed to provide up to $5 million of DIP
financing.  The Debtors had requested to use $2 million on an
interim basis but the Court limited the access to $1.5 million.

The Debtors said they do not have sufficient available sources of
working capital and financing to preserve and maintain their
assets during the Chapter 11 cases.  Without the DIP loan,
irreparable harm to the Debtors and their estates would occur.

The Interim DIP Order provides that the DIP Lender's liens are
junior in priority to any liens held by the New York State Office
of Alcoholism & Substance Abuse Services and the Dormitory
Authority of the State of New York.

The Court will hold a final hearing on the DIP facility April 23.

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.

The prepetition lenders assert that as of the petition date they
hold valid and non-avoidable liens and security interests in the
Debtors' assets.

Island Funding II, the DIP lender, is represented by:

          Paul R. DeFilippo, Esq.
          WOLLMUTH MAHER & DEUTSCH LLP
          500 Fifth Avenue
          New York, NY 10110
          Fax: 212-382-3300
          E-mail: pdefilippo@wmd-law.com

Counsel to the prepetition lender Signature Bank is:

          Stephen D. Brodie, Esq.
          HERRICK FEINSTEIN LLP
          2 Park Avenue
          New York, NY 10016
          Tel: (212) 592-1452
          E-mail: sbrodie@herrick.com

               - and -

          Joshua I. Divack, Esq.
          HAHN & HESSEN LLP
          488 Madison Avenue
          New York, NY 10022
          Tel: 212-478-7340
          E-mail: jdivack@hahnhessen.com

Counsel to the prepetition lender Hudson Valley Bank is:

          James P. Blose, Esq.
          GRIFFIN COOGAN BLOSE & SULZER P.C.
          51 Pondfield Road
          Bronxville, NY 10708
          Tel: (914) 961-1300

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.

Judge Shelley C. Chapman presides over the case.  Lowenstein
Sandler PC is the Debtors' counsel.  Epiq Bankruptcy Solutions,
LLC, is the claims and notice agent.  Debtors' Restructuring and
Management Officer is Marotta Gund Budd Dezera LLC.  The petition
was signed by Michael Dailey, chief executive officer.

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.


DIVERSAPACK OF MONROE: Hearing on Auction-Less Sale April 16
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Diversapack of Monroe LLC, a maker of packaging for
consumer products, arranged a hearing on April 16 for approval to
sell the business for $3.25 million without an auction.  Based in
Monroe, Ohio, the company owes $10.6 million to two secured
lenders.  One lender, owed $7.7 million on a first mortgage, is a
49% shareholder and the prior owner of the assets.  The company
said it never turned a profit since operations began in 2009.

Diversapack of Monroe, LLC, filed for Chapter 11 bankruptcy
(Bankr. D. Del. Case No. 12-10981).  The Debtor estimated up to
$10 million in assets and up to $50 million in debts.
Joseph J. McMahon, Jr., Esq., at Ciardi, Ciardi & Astin, in
Wilmington, Delaware serves as counsel.  Judge Kevin Gross
presides over the case.


DRYSHIPS INC: Offering 9 Million Shares of Ocean Rig
----------------------------------------------------
DryShips Inc. is offering 9,000,000 common shares of Ocean Rig UDW
Inc. that it owns in an underwritten public offering pursuant to
Ocean Rig's registration statement on Form F-1 filed with the
Securities and Exchange Commission.  DryShips also intends to
grant the underwriters a 30-day option to purchase up to 1,350,000
additional common shares to cover over-allotments.  Companies
affiliated with the Company's Chairman and Chief Executive Officer
are expected to purchase a minimum of 900,000 common shares from
DryShips at the public offering price.

Deutsche Bank Securities and Credit Suisse are acting as joint
book-running managers for the offering, and Evercore Partners,
Raymond James, Simmons & Company International, ABN AMRO,
COMMERZBANK, Dahlman Rose & Company, DVB Capital Markets and
Nordea Markets are acting as co-managers for the offering.

A preliminary prospectus related to the offering has been filed
with the Securities and Exchange Commission.  When available,
copies of the preliminary prospectus relating to the offering may
be obtained from the offices of Deutsche Bank Securities at
Deutsche Bank Securities Inc., Attention: Prospectus Department,
100 Plaza One, Floor 2, Jersey City, NJ 07311 (or at 1-800-503-
4611 or by e-mail to prospectusrequest@list.db.com) or Credit
Suisse at Credit Suisse Securities (USA) LLC, Attention:
Prospectus Department, One Madison Avenue, New York, NY 10010 (or
at 1-800-221-1037 or by e-mail to newyork.prospectus@credit-
suisse.com).

                         About DryShips Inc.

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

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

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

The Company reported a net loss of US$47.28 million in 2011,
compared with net income of US$190.45 million during the prior
year.

The Company's balance sheet at Dec. 31, 2011, showed
US$8.62 billion in total assets, US$4.68 billion in total
liabilities, and US$3.93 billion in total equity.


DJSP ENTERPRISES: Grants 400,000 Restricted Shares to Directors
---------------------------------------------------------------
The Compensation Committee of DJSP Enterprises, Inc., approved the
issuance of ordinary shares as restricted shares pursuant to a
restricted share agreement under the Company's 2009 Equity
Incentive Plan to the members of the Board of Directors of the
Company, by means of a private placement, as follows:

   Nicholas Adler        100,000 Restricted Shares
   Stephen J. Bernstein  100,000 Restricted Shares
   Jerry L. Hutter        100,000 Restricted Shares
   Kerry Propper        100,000 Restricted Shares

The grants of Restricted Shares were made pursuant to and on the
terms set forth in the form of Restricted Share Award Agreement.

                       About DJSP Enterprises

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

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

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

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

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

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


EASTMAN KODAK: Dell Wants to Set Off $219,000 in Overcharges
------------------------------------------------------------
Dell Products L.P. asked the U.S. Bankruptcy Court in Manhattan to
lift the automatic stay to allow the company to set off $256,436
against the amount owed by Eastman Kodak Co. under a pre-
bankruptcy deal.

Dell and Eastman Kodak are parties to a 2009 purchase agreement
under which Dell owes $256,436 for the purchase of certain
products from the company.

Under the same agreement, Eastman Kodak overcharged Dell a sum of
$218,932 prior to its bankruptcy, according to court papers.

A court hearing to consider approval of Dell's request is
scheduled for April 18.  Objections are due by April 13.

Dell is represented by:

       Paul Rachmuth, Esq.
       GERSTEN SAVAGE LLP
       600 Lexington Avenue
       New York, NY 10022
       Tel: (212) 752-9700
       Fax: (212) 980-5192
       E-mail: prachmuth@gerstensavage.com

                       About Eastman Kodak

Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11
petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan.
Subsidiaries outside of the U.S. were not included in the filing
and are expected to continue to operate as usual.

Kodak, founded in 1880 by George Eastman, was once the world's
leading producer of film and cameras.  Kodak sought bankruptcy
protection amid near-term liquidity issues brought about by
steeper-than-expected declines in Kodak's historically profitable
traditional businesses, and cash flow from the licensing and sale
of intellectual property being delayed due to litigation tactics
employed by a small number of infringing technology companies with
strong balance sheets and an awareness of Kodak's liquidity
challenges.

In recent years, Kodak has been working to transform itself from a
business primarily based on film and consumer photography to a
smaller business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.  Kodak has 8,900 patent and trademark registrations
and applications in the United States, as well as 13,100 foreign
patents and trademark registrations or pending registration in
roughly 160 countries.

Kodak disclosed $5.10 billion in assets and $6.75 billion in
liabilities as of Sept. 30, 2011.  The net book value of all
assets located outside the United States as of Dec. 31, 2011 is
$13.5 million.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  FTI Consulting,
Inc., is the restructuring advisor.   Lazard Freres & Co. LLC, is
the investment banker.   Kurtzman Carson Consultants LLC is the
claims agent.  A group of second lien lenders are represented by
Akin Gump Strauss Hauer & Feld LLP.

The Official Committee of Unsecured Creditors has tapped
Milbank, Tweed, Hadley & McCloy LLP, as its bankruptcy counsel.

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


EASTMAN KODAK: Taps K&L Gates as Attorney for IP Suits
------------------------------------------------------
Eastman Kodak Co. and its affiliates sought approval from the U.S.
Bankruptcy Court in Manhattan to employ K&L Gates LLP as its
special litigation counsel.

The Debtors tapped the law firm in connection with intellectual
property and patent lawsuits involving Eastman Kodak Co.  K&L
Gates will also represent the company in investigations pending
before the U.S. International Trade Commission.

The Debtors will pay K&L Gates on an hourly basis for its
services and will reimburse the firm for its expenses.  K&L
Gates' hourly rates range from $360 to $1,050 for partners and
counsel; $120 to $575 for associates and other attorneys; $90 to
$320 for paralegals; and $45 to $725 for other legal
professionals.

In court papers, David McDonald, Esq., a partner at K&L Gates,
disclosed that his firm does not hold or represent interest
adverse to Eastman Kodak's request.

                       About Eastman Kodak

Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11
petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan.
Subsidiaries outside of the U.S. were not included in the filing
and are expected to continue to operate as usual.

Kodak, founded in 1880 by George Eastman, was once the world's
leading producer of film and cameras.  Kodak sought bankruptcy
protection amid near-term liquidity issues brought about by
steeper-than-expected declines in Kodak's historically profitable
traditional businesses, and cash flow from the licensing and sale
of intellectual property being delayed due to litigation tactics
employed by a small number of infringing technology companies with
strong balance sheets and an awareness of Kodak's liquidity
challenges.

In recent years, Kodak has been working to transform itself from a
business primarily based on film and consumer photography to a
smaller business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.  Kodak has 8,900 patent and trademark registrations
and applications in the United States, as well as 13,100 foreign
patents and trademark registrations or pending registration in
roughly 160 countries.

Kodak disclosed $5.10 billion in assets and $6.75 billion in
liabilities as of Sept. 30, 2011.  The net book value of all
assets located outside the United States as of Dec. 31, 2011 is
$13.5 million.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  FTI Consulting,
Inc., is the restructuring advisor.   Lazard Freres & Co. LLC, is
the investment banker.   Kurtzman Carson Consultants LLC is the
claims agent.  A group of second lien lenders are represented by
Akin Gump Strauss Hauer & Feld LLP.

The Official Committee of Unsecured Creditors has tapped
Milbank, Tweed, Hadley & McCloy LLP, as its bankruptcy counsel.

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


EASTMAN KODAK: Hires Nixon for Antitrust Lawsuit
------------------------------------------------
Eastman Kodak Company is seeking court approval to employ Nixon
Peabody LLC as special counsel in connection with an antitrust
lawsuit pending in California.

The lawsuit was filed by Eastman Kodak against Epson Imaging
Devices and several other companies in December 2010.  It alleges
that the company was damaged by conspiracy among manufacturers of
TFT-LCD panels to fix the price of those panels in violation of
antitrust laws.

Under an agreement between Nixon Peabody and the company, the
firm will be paid a percentage of any recovery in the lawsuit in
lieu of paying hourly fees.  Eastman Kodak will pay 30% of any
recovery obtained after September 1, 2011; 35% of any recovery
obtained after a jury is sworn; and 40% of any recovery obtained
on appeal.

The San Francisco-based law firm will also receive reimbursement
for its expenses, according to the deal.

Karl Belgum, Esq., at Nixon Peabody, disclosed in a declaration
that the firm does not hold or represent interest adverse to
Eastman Kodak or its estates.

                       About Eastman Kodak

Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11
petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan.
Subsidiaries outside of the U.S. were not included in the filing
and are expected to continue to operate as usual.

Kodak, founded in 1880 by George Eastman, was once the world's
leading producer of film and cameras.  Kodak sought bankruptcy
protection amid near-term liquidity issues brought about by
steeper-than-expected declines in Kodak's historically profitable
traditional businesses, and cash flow from the licensing and sale
of intellectual property being delayed due to litigation tactics
employed by a small number of infringing technology companies with
strong balance sheets and an awareness of Kodak's liquidity
challenges.

In recent years, Kodak has been working to transform itself from a
business primarily based on film and consumer photography to a
smaller business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.  Kodak has 8,900 patent and trademark registrations
and applications in the United States, as well as 13,100 foreign
patents and trademark registrations or pending registration in
roughly 160 countries.

Kodak disclosed $5.10 billion in assets and $6.75 billion in
liabilities as of Sept. 30, 2011.  The net book value of all
assets located outside the United States as of Dec. 31, 2011 is
$13.5 million.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  FTI Consulting,
Inc., is the restructuring advisor.   Lazard Freres & Co. LLC, is
the investment banker.   Kurtzman Carson Consultants LLC is the
claims agent.  A group of second lien lenders are represented by
Akin Gump Strauss Hauer & Feld LLP.

The Official Committee of Unsecured Creditors has tapped
Milbank, Tweed, Hadley & McCloy LLP, as its bankruptcy counsel.

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


EASTMAN KODAK: Hires Wilmer for Suits vs. Kyocera, et al.
---------------------------------------------------------
Eastman Kodak Co. and its affiliates asked the U.S. Bankruptcy
Court in Manhattan to approve the employment of Wilmer Cutler
Pickering Hale and Dorr LLP.

Wilmer Cutler will serve as Eastman Kodak's special counsel in
connection with four cases filed by the company against Kyocera
Corp., Asia Optical Co. Inc., Altek Corp. and Ricoh Company Ltd.
The lawsuits involve royalties due under Eastman Kodak's digital
camera patent license agreements.

The firm will also provide legal services in connection with the
potential sale and licensing transactions related to Eastman
Kodak's patents.

Eastman Kodak proposed to pay Wilmer Cutler on an hourly basis
and reimburse the firm of its expenses.  The hourly rates range
from $675 to $1,250 for partners; $675 to $835 for counsel; $395
to $695 for associates; and $195 to $395 for paralegals.

Michael Summersgill, Esq., a partner at Wilmer Cutler, disclosed
that none of the professionals employed by the firm hold or
represent interest adverse to Eastman Kodak or its estates.

                       About Eastman Kodak

Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11
petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan.
Subsidiaries outside of the U.S. were not included in the filing
and are expected to continue to operate as usual.

Kodak, founded in 1880 by George Eastman, was once the world's
leading producer of film and cameras.  Kodak sought bankruptcy
protection amid near-term liquidity issues brought about by
steeper-than-expected declines in Kodak's historically profitable
traditional businesses, and cash flow from the licensing and sale
of intellectual property being delayed due to litigation tactics
employed by a small number of infringing technology companies with
strong balance sheets and an awareness of Kodak's liquidity
challenges.

In recent years, Kodak has been working to transform itself from a
business primarily based on film and consumer photography to a
smaller business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.  Kodak has 8,900 patent and trademark registrations
and applications in the United States, as well as 13,100 foreign
patents and trademark registrations or pending registration in
roughly 160 countries.

Kodak disclosed $5.10 billion in assets and $6.75 billion in
liabilities as of Sept. 30, 2011.  The net book value of all
assets located outside the United States as of Dec. 31, 2011 is
$13.5 million.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  FTI Consulting,
Inc., is the restructuring advisor.   Lazard Freres & Co. LLC, is
the investment banker.   Kurtzman Carson Consultants LLC is the
claims agent.  A group of second lien lenders are represented by
Akin Gump Strauss Hauer & Feld LLP.

The Official Committee of Unsecured Creditors has tapped
Milbank, Tweed, Hadley & McCloy LLP, as its bankruptcy counsel.

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


EMERALD DAIRY: AFH Holding & Advisory Files Lawsuit
---------------------------------------------------
AFH Holding & Advisory has filed a lawsuit in the Superior Court,
County of Los Angeles, State of California against Emerald Dairy
Inc.'s chairman, chief executive officer and president, Yang Yong
Shan.

The complaint claims that Yang Yong Shan defaulted on an
obligation to deliver shares of Emerald Dairy common stock to AFH
under a pledge agreement in connection with a $1.75 million loan
to Emerald Dairy, Inc.

In October 2011, Emerald Dairy defaulted on the loan, and AFH, as
assignee, received 5.8 million shares of Emerald Dairy common
stock.  The pledge agreement provides for an additional 4.1
million shares to be remitted to AFH in the event Emerald Dairy's
stock price dropped below a certain floor, which has occurred. The
5.8 million shares in addition to the anticipated receipt of 4.1
million shares represents approximately 33% of the common stock
outstanding of Emerald Dairy Inc.

Emerald Dairy is a producer and distributor of infant and
children's formula products, milk powder and soybean products in
the People's Republic of China, operating under its wholly-owned
subsidiaries Heilongjiang Xing An Ling Dairy, Heilongjiang Beian
Nongken Changxing Lvbao Dairy, and Hailun Xinganling Dairy.

AFH operates an established lending practice, offering secured
asset collateralized loans, including stock collateralized loans.
The firm is a licensed lender in the state of California.

                         About AFH Holding

AFH Holding & Advisory, LLC is a single member family office and
advisory firm serving U.S. and international clients who seek
capital formation and business strategies including the
preparation and implementation of alternative public offerings,
PIPE financing, acquisitions, corporate governance development,
regulation and compliance, among other services, all executed
concurrently to provide a seamless transition from private to
public status.


EVEREST ACQUISITION: Moody's Cuts Sr. Unsec. Note Rating to 'B2'
----------------------------------------------------------------
Moody's downgraded the senior unsecured note rating for Everest
Acquisition L.L.C. and Everest Acquisition Finance Inc. to reflect
the possibility that the company's initial capitalization may
include more secured debt and less unsecured debt than originally
proposed. The unsecured senior note rating has been changed to B2
from B1 to reflect the possibility of a greater amount of debt
with a priority claim. The Corporate Family Ratings (CFR) of Ba3
and senior secured debt rating of Ba3 remain unchanged. The
outlook is stable.

As originally proposed, the financing contemplated a $500 million
senior secured term loan, $500 million of senior secured notes,
and $2.5 billion of senior unsecured notes. There are now
indications that the capital structure may be altered to include
$1.5 billion of senior secured debt and $2.0 billion of senior
unsecured notes. To reflect this possible outcome, Moody's is
revising the rating for the senior unsecured notes to B2 from B1.
The senior secured term loan and senior secured notes share a
second lien on the same assets that will secure the company's $2
billion revolving credit facility, as well as a first lien on the
stock of EP Energy's first-tier international subsidiaries, with
customary exceptions.

Ratings Rationale

EP Energy is a relatively large and diversified independent oil
and gas exploration & production company. While historically
natural gas focused, the company is migrating towards more
exposure to oil and liquids-rich production. At year end-2011,
approximately 20% of EP Energy's production was liquids oriented
with an expectation that this percentage could double and rise to
about 40% over the next two to three years. Moody's believes EP
Energy's asset base could support a solid Ba CFR because of its
scale, diversity, and inventory of drilling locations, as well as
the company's operating efficiency. However, the capital structure
and the high level of debt leverage drives the rating lower.
Notwithstanding the $3.2 billion of equity contributed by the
Sponsors, debt to average daily production at year end 2012 is
projected to be approximately $32,000 per Boe while debt to proved
developed reserves is expected to be about $14 per Boe - both
metrics are high for a Ba3 rating. In addition, Moody's envisions
the company modestly outspending cash flow over the next two
years, increasing its debt, while production and reserves remain
fairly constant as the company transitions to a more oily mix of
reserves and production.

The possible change in the initial capital structure justifies
lowering the rating for the senior notes by one notch to B2 from
B1. The revised structure would have more structurally-senior
debt, increasing the credit risk for the senior unsecured notes.
Moody's Loss Given Default Methodology supports this rating
action, and suggests that a two notch differential to the Ba3 CFR
is appropriate.

Moody's has a stable outlook for EP Energy. However, should the
ratio of debt to average daily production exceed $36,000 per Boe
and appear poised to remain at that level, a downgrade will be
considered. Alternatively, if leverage drops below $25,000 per
Boe, it may suggest a change to a more conservative financial
profile which could support an upgrade.

The principal methodology used in rating Everest Acquisition was
the Global Independent Exploration and Production Industry
Methodology published in December 2011. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

Everest Acquisition L.L.C. is the acquisition vehicle formed by
Apollo Global Management LLC, Riverstone Holdings LLC, Access
Industries Inc., Korea National Oil Company, and other investors
to acquire all of El Paso Corporation's oil and gas exploration &
production assets. Upon closing, Everest will be renamed EP
Energy, LLC (EP Energy). Everest Acquisition Finance Inc. is a co-
issuer of the senior secured notes and the senior unsecured notes
and will be renamed EP Energy Finance Inc. upon closing. EP Energy
is an independent exploration & production company based in
Houston, Texas.


EVERGREEN SOLAR: Panel Withdraws Plea to Dismiss or Convert Case
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of Evergreen Solar, Inc. notified the U.S. Bankruptcy Court
for the District of Delaware that it has withdrawn without
prejudice its request to dismiss or convert the Debtor's case to
one under Chapter 7 of the Bankruptcy Code.

As reported in the Troubled Company Reporter on Dec. 23, 2011, the
Committee, in its motion, asked that, if the case was dismissed,
the Court find that holders of unsecured notes would receive
approximately $3,750,000 in preference proceeds returned under
Section 349(b) of the Bankruptcy Code.

In a separate filing, certain unaffiliated holders of the 13%
Convertible Senior Secured Notes due 2015 had also withdrawn their
motion of the Supporting Noteholders to determine the value of
adequate protection claims and liens granted under the
cash collateral order with prejudice pursuant to the Stipulation
of Settlement among the Debtor, the Committee, the Supporting
Noteholders, and U.S. Bank National Association, as indenture
trustee as approved by the Court.

As reported in the March 2, 2012 edition of the TCR, the Debtor
reached a stipulation with the supporting noteholders, the
Official Committee of Unsecured Creditors, and U.S. Bank National
Association, as indenture trustee and collateral agent for the
senior secured notes.

The five main components of the stipulation are:

   i) resolution of outstanding litigation and contested matters,
      including that relating to the extent and validity of the
      secured indenture trustee's claims and liens;

  ii) provision of an additional carve out of the secured
      indenture trustee's collateral for the benefit of the
      Debtor's estate (including payment of administrative and
      priority claims);

iii) provision of an additional carve out of the secured
      indenture trustee's collateral for the benefit of, and
      distribution to, general unsecured creditors, including
      pursuant to the unsecured creditor vehicle;

  iv) transfer of collateral and proceeds thereof free of the
      Debtor liabilities to the secured indenture trustee less
      amounts otherwise agreed to be left for the benefit of the
      estate or the unsecured creditors; and

   v) agreement to support the pursuit of a Chapter 11 Plan to
      conclude the Chapter 11 case to the extent reasonably
      feasible.

                       About Evergreen Solar

Evergreen Solar, Inc. -- http://www.evergreensolar.com/--
developed, manufactured and marketed String Ribbon solar power
products using its proprietary, low-cost silicon wafer technology.

The Marlboro, Mass.-based Company filed for Chapter 11 bankruptcy
(Bankr. D. Del. Case No. 11-12590) on Aug. 15, 2011, before Judge
Mary F. Walrath.  The Company's balance sheet at April 2, 2011,
showed $373,972,000 in assets, $455,506,000 in total liabilities,
and a stockholders' deficit of $81,534,000.

Ronald J. Silverman, Esq., and Scott K. Seamon, Esq., at Bingham
McCutchen LLP, serve as general bankruptcy counsel to the Debtor.
Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski
Stang Ziehl & Jones LLP, serve as co-counsel.  Hilco Industrial
LLC serves as exclusive marketing and sales agent.  Klehr Harrison
Harvey Branzburg serves as special conflicts counsel.  Zolfo
Cooper LLC is the financial advisor.  UBS Securities, LLC, serves
as investment banker.  Epiq Bankruptcy Solutions has been tapped
as claims agent.

The supporting noteholders are represented by Michael S. Stainer,
Esq., and Natalie E. Levine, Esq., at Akin Gump Strauss Hauer &
Feld LLP, in New York.

An official committee of unsecured creditors retained Pepper
Hamilton and Kramer Levin Naftalis & Frankel as counsel.  The
Committee tapped Garden City Group as communications services
agent.

In conjunction with the Chapter 11 filing, the Company entered
into a restructuring support agreement with certain holders of
more than 70% of the outstanding principal amount of the Company's
13% convertible senior secured notes.  As part of the bankruptcy
process the Company will undertake a marketing process and will
permit all parties to bid on its assets, as a whole or in groups
pursuant to 11 U.S.C. Sec. 363.  An entity formed by the
supporting noteholders, ES Purchaser, LLC, entered into an asset
purchase agreement with the Company to serve as a 'stalking-horse"
and provide a "credit-bid" pursuant to the Bankruptcy Code for
assets being sold.

Eventually, Evergreen sold the assets piecemeal in three auctions.
Max Era Properties Ltd. from Hong Kong paid $6 million cash and
$3.2 million in stock of China Private Equity Investment Holdings
Ltd. for the company name, intellectual property, and wafermaking
assets.  Kimball Holdings LLC paid $3.8 million for solar panel
inventory while the secured lenders exchanged $21.5 million of
their $165 million claim for a $171 million claim against Lehman
Brothers Holdings Inc.  Max Era Properties Limited and Sovello AG
bought equipment and machinery located at the Debtor's Devens,
Massachusetts facility for $8.9 million.

Evergreen Solar is at least the fourth solar company to seek court
protection from creditors since August 2011.  Other solar firms
are start-up Spectrawatt Inc., which also filed in August,
Solyndra Inc., which filed early in September 2011, and Stirling
Energy Systems Inc., which filed for Chapter 7 bankruptcy late in
September.


FIRST STREET: Taps Michael Brooks for Claims vs. MS Mission
-----------------------------------------------------------
First Street Holdings NV LLC, et al., ask permission from the U.S.
Bankruptcy Court for the Northern District of California to employ
the Law Offices of Michael Brooks Carroll as special litigation
counsel for certain debtors in adversary proceeding and related
pending federal appeal.

The Debtors need experienced counsel to prosecute claims against
MS Mission Holdings, LLC, and its predecessor in interest,
CapitalSource Finance LLC.  The Debtor's previously employed
Philip Keith as litigation counsel.  On Nov. 9, 2011, the Debtors
commenced in this Court an adversary proceeding by filing a
complaint against MS Mission Holdings LLC, CapitalSource Finance,
LLC and Walton Street Capital LLC.  By order entered Feb. 21,
2012, this Court granted Mr. Keith's motion to withdraw as counsel
for Plaintiffs in the Adversary Proceeding.

Mr. Keith previously represented the Debtors in the appeal, filed
before the bankruptcies were instituted, that is now pending in
the U.S. Court of Appeals For The Ninth Circuit, entitled Sixty-
Two First Street, LLC, et al. v. CapitalSource Finance, LLC, Ninth
Circuit Case No. 11-16602, N.D. Cal.Case No. 3:11-cv-01920-WHA,
which appeal relates to certain of the claims now being asserted
by Debtors in the Adversary Proceeding.  By order entered Feb. 9,
2012, the Ninth Circuit granted Mr. Keith's motion to withdraw as
counsel of record in the Ninth Circuit CapitalSource Case Appeal.

The Debtors seek the Court's permission to employ the Firm as
litigation counsel in the place of Mr. Keith in the Adversary
Proceeding currently before the Court and in the Ninth Circuit
CapitalSource Case Appeal now pending in the United States Court
of Appeals For The Ninth Circuit.

Michael Brooks Carroll, Esq., an attorney at the Firm, Carroll
previously represented the Debtors in an action filed in 2010 in
state court against CapitalSource Finance, LLC, removed to the
U.S. District Court, and which is the Ninth Circuit CapitalSource
Case Appeal now pending in the Ninth Circuit on appeal from the
order of the District Court dismissing the state court complaint
on grounds of venue.

Mr. Carroll previously represented the Debtors, and their manager
and indirect owner H. David Choo, in the filing of an action in
state court on Aug. 30, 2011 against MS Mission Holdings LLC and
other defendants, entitled Sixty-Two First Street, LLC, et al. v.
MS Mission Holdings LLC, et al., San Francisco Superior Court Case
No.CGC-11-513750, seeking injunctive and other relief against MS
Mission Holdings LLC.  After the filing of bankruptcies by the
debtors-in-possession, Mr. Carroll was engaged by H. David Choo
and an entity known as Marcus Heights LLC to provide legal advice
and services in connection with informal discussions with counsel
for Defendant MS Mission Holdings LLC concerning resolution of the
legal disputes involved in the Adversary Proceeding.

Mr. Carroll will perform services for the Debtors, based on these
hourly fees:

           Michael Brooks Carroll                $400
           Associate Attorneys                   $280
           Law Clerks & Legal Assistants         $100
           Case Clerks                            $50

Mr. Carroll attests that the Firm does not presently or hold or
represent any interest adverse to the interest of the Debtors or
the estate, and is disinterested within the meaning of 11 U.S.C.
Sec. 101(14).

The Court will hold a hearing on May 2, 2012, at 2:00 p.m., on the
Debtors' request to employ the Firm as special litigation counsel.

                        About First Street

First Street Holdings NV, LLC, and Lydian SF Holdings, LLC, filed
for Chapter 11 bankruptcy (Bankr. N.D. Calif. Case Nos. 11-49300
and 11-49301) on Aug. 30, 2011, before Judge Roger L. Efremsky.
Iain A. MacDonald, Esq., and Reno F.R. Fernandez III, Esq., at
MacDonald and Associates, in San Francisco, serve as the Debtor's
bankruptcy counsel.

Debtor-affiliates 78 First Street, LLC, 88 First Street LLC, 518
Mission, LLC, First/Jessie LLC, JP Capital, LLC, Peninsula Towers
LLC, and Sixty-Two First Street LLC (Bankr. N.D. Calif. Case Nos.
11-70224, 11-70228,, 11-70229, 11-70231, 11-70232, 11-70233 and
11-70234) filed for Chapter 11 bankruptcy on Sept. 23, 2011.

Colliers Parrish International Inc. serves as appraiser to value
certain real properties and other assets held by the Debtors.

The cases are jointly administered under Lead Case No. 11-49300.

Investor David Choo is associated with CMR Capital, LLC, the
manager of the Debtors.

Debtors First Street Holdings NV, LLC, Lydian SF Holdings, LLC, 78
First Street, LLC, 88 First Street, LLC, 518 Mission, LLC,
First/Jessie, LLC, Sixty-two First Street, LLC, Peninsula Towers,
LLC, and JP Capital, LLC; and David Choo, individually, have filed
a combined joint plan and disclosure statement with the Bankruptcy
Court.  The Joint Plan, dated Nov. 29, 2011, provides for the
payment of all of their secured, administrative, priority and
general unsecured claims in full.  Interests in the Debtors will
be retained without modification.


FIRSTLIGHT HYDRO: Moody's Lifts Rating on Sr. Sec. Bonds to 'Ba2'
-----------------------------------------------------------------
Moody's Investors Service upgraded Firstlight Hydro Generating
Company (FLH or Project) senior secured bonds to Ba2 from B1 and
changed the outlook to stable from negative. Moody's also withdrew
the ratings on Firstlight Power's (FLP) 1st and 2nd lien term loan
ratings given their repayment.

Ratings Rationale

The rating action reflects the repayment of Firstlight Power's 1st
and 2nd lien term loans, which reduces consolidated leverage by
roughly 60%. The debt repayment at FLP also removes refinancing
risk and potential covenant violations at the holding company
level that could have adversely affected FLP and FLH.

The rating action also reflects continuing strong support shown by
International Power (IP), FLH's indirect owner and sponsor.
Moody's understands that funds to repay FLP's holding company debt
were provided by affiliate loans. Previously, FLP's sponsor has
contributed over $200 million of equity to reduce debt at FLP. The
demonstrated sponsor support represents substantial rating lift
compared to FLH's standalone credit quality especially given the
offtake contract maturing at the end of 2014.

The FLH's standalone credit profile continues to be supported by
its competitive position in a relatively attractive market in the
US, low relative leverage at around $221/kw and generally good
operating history excluding 2010. However, the rating also
incorporates a major outage in 2010 and current difficult market
conditions given low power prices. Based on Moody's rough proforma
estimates, FLP credit metrics could drop to into the 'B' category
if it is fully merchant starting in January 2015.

The stable outlook reflects FLH's contract through 2014, stable
coverage ratios between now and 2014, and the potential for
merchant exposure from 2015 through bond maturity.

The rating could be negatively affected if sponsor support
decreases, credit metrics drop below the 'B' category or if FLH
has major operational problems.

The rating could be upgraded if the existing contract is extended
on favorable terms including offtaker credit quality or if the
wholesale energy market improves such that FLH could sustain
FFO/Debt of 16% and DSCR of 2.5x on a sustainable basis in the
merchant market.

The last rating action took place on November 2, 2011, when
Moody's downgraded FLP's ratings to B2 and Caa1 on its 1st lien
and 2nd lien credit facilities and also downgraded FLH's rating to
B1.

FirstLight Hydro Generating Company ("FLH"), owns generation
totaling 1,318 MW in located in Connecticut and Massachusetts.
FLH's assets consist of the 1,102 MW Northfield Mountain pumped
storage facility, 193 MW of conventional hydro, and a 21 MW oil
fired peaking facility. FLH is owned by Firstlight Power (FLP),
which is indirectly owned by International Power plc (IP;
Baa3/stable). IP is 70% owned by GDF Suez SA (GDF, A1/RUR-DN) and
30% is publically held.

The principal methodology used in these ratings was Power
Generation Projects published in December 2008.


FKF MADISON: Wins Court Approval of Chapter 11 Plan
---------------------------------------------------
One Madison Park won Delaware bankruptcy court approval Tuesday
for its reorganization plan, which will transfer ownership to a
joint venture between The Related Cos. LP and HFZ Capital Group.

Bankruptcy Law360 relates that U.S. Bankruptcy Judge Kevin Gross
signed off on the plan, clearing the new owners to finish
construction on the 50-story high rise and begin selling dozens of
unoccupied luxury condominiums.

As reported by Bill Rochelle, the plan is based in part on a
settlement where unsecured creditors share $6.75 million for a
recovery of 1.9 percent to 4.27 percent on claims aggregating up
to $180 million, according to the court-approved disclosure
statement. Unsecured creditors were unanimous in support of the
plan, according to the disclosure statement.  Mechanics
lienholders, with claims of as much as $12.5 million, are to be
paid in full.  Secured lenders, owed $234.2 million, are co-
proponents of the plan.  The lenders receive the new stock while
retaining the full amount of the secured debt, for a recovery
estimated at 84 percent.  The disclosure statement says the
property is worth less than the secured debt and mechanics' liens.

                        About FKF Madison

FKF Madison owns the One Madison Park condominium tower in New
York City.  The One Madison Park project came to halt in February
2010 when iStar Financial Inc., the chief financier for the
project, moved to foreclose on it.  The high-profile condominium
project, a 50-story tower was developed by Ira Shapiro and Marc
Jacobs.

An involuntary Chapter 7 case (Bankr. D. Del. Case No. 10-11867)
was filed against FKF Madison on June 8, 2010.  The case was
converted to a Chapter 11 in November 2010.

Before bankruptcy, the $235 million first lien was held by IStar
Financial Inc.  The debt was sold to the trustee for the junior
lender, Longview Ultra Construction Loan Fund.


FRIENDLY ICE CREAM: Seeks Extension of Lease Decision Deadline
--------------------------------------------------------------
Friendly Ice Cream Corporation, now known as Amicus Wind Down
Corporation, filed a string of motions to assume and assign
several store leases and contracts.  A hearing on the request is
set for April 20 in Wilmington, Delaware bankruptcy court.

At the April 20 hearing, Friendly will also ask the Court for a
May 31, 2012 extension of the Debtors' deadline to assume or
reject unexpired leases of non-residential real property in
respect of unexpired leases for which the Debtors have obtained
prior written consent of the landlord counterparty thereto, and
for authority to enter into written consents with landlords for
similar extensions of the deadline to assume or reject unexpired
those leases.

On Jan. 9, 2012, the Debtors closed a sale of substantially all of
their assets and are now in the process of seeking to wind down
their estates.  As of the Sale closing, there remained several
hundred unexpired leases of nonresidential real property that were
neither rejected nor assumed and assigned.  Although the Debtors,
the asset purchaser, and third-parties have been working
tirelessly since the sale closing to reject or assume and assign
such Leases, the Debtors said the parties may not be able to make
definitive decisions regarding the disposition of the remaining
Leases by May 1, 2012, pursuant to the sale order, due to the
sheer volume of contracts and leases to which the Debtors are
counterparties.  As a result, the Debtors and the Purchaser have
been, and continue to be, in discussions with landlord
counterparties regarding a consensual 30-day extension, to May 31,
2012, for the rejection or assumption and assignment of the
remaining unexpired Leases.

                     About Friendly Ice Cream

Friendly Ice Cream Corp. -- http://www.friendlys.com/-- the owner
and franchiser of 490 full-service, family-oriented restaurants
and provider of ice cream products in the Eastern United States,
filed for Chapter 11 reorganization together with four affiliates
(Bankr. D. Del. Lead Case No. 11-13167) on Oct. 5, 2011, to sell
the business mostly in exchange for debt to Sundae Group Holdings
II LLC, a unit of Sun Capital Partners Inc.  The existing owner
and holder of the Debtors' second-lien debt are also affiliates of
Sun Capital.  Friendly's, based in Wilbraham, Massachusetts, also
announced the closing of 63 stores, leaving about 424 operating.
Franchise operators have about 230 of the locations.

Judge Kevin Gross oversees the case.  James A. Stempel, Esq., Ross
M. Kwasteniet, Esq., and Jeffrey D. Pawlitz, Esq., at Kirkland &
Ellis LLP; and Laura Davis Jones, Esq., Timothy P. Cairns, Esq.,
and Kathleen P. Makowski, Esq., at Pachulski Stang Ziehl & Jones
LLP, serve as the Debtors' bankruptcy counsel.  Zolfo Cooper
serves as the Debtors' financial advisors.

In its petition, Friendly Ice Cream Corp. estimated $100 million
to $500 million in assets and debts.  The petitions were signed by
Steven C. Sanchioni, executive vice president, chief financial
officer, treasurer, and assistant secretary.

On Oct. 12, 2011, the U.S. Trustee appointed an official committee
of unsecured creditors.  The Committee selected Akin Gump Straus
Hauer & Feld LLP and Blank Rome LLP to serve as co-counsel, and
FTI Consulting as financial advisor.

Sundae Group Holdings offered to pay about $120 million for the
business.  The price includes enough cash to pay first-lien debt
and an amount of cash for unsecured creditors to be negotiated
with the official creditors' committee.  Aside from cash, Sun
Capital made a credit bid from the $267.7 million in second-lien,
pay-in-kind notes.  On Dec. 29, 2011, the Bankruptcy Court entered
an order approving the sale to Sundae Group.  The sale closed on
Jan. 9, 2012.

On Jan. 17, 2012, the Bankruptcy Court entered an order approving
name changes for the Friendly's Debtors: (a) Friendly Ice Cream
Corporation to Amicus Wind Down Corporation; (b) Friendly's
Restaurants Franchise, LLC to Amicus Restaurants Franchise Wind
Down, LLC; (c) Friendly's Realty I, LLC to Amicus Realty I Wind
Down, LLC; (d) Friendly's Realty II, LLC to Amicus Realty II Wind
Down, LLC; and (e) Friendly's Realty III, LLC to Amicus Realty III
Wind Down, LLC.

Friendly's was one of two companies under Sun Capital's portfolio
to file for bankruptcy in a span of two days.  Mexican-food chain
Real Mex, which operates restaurants such as Chevys, filed in
Delaware bankruptcy court on Oct. 3, 2011.


GARY M. SLAGLE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Gary M. Slagle, General Contractor, Inc.
        dba Slagle Custom Homes
        131 Childs Road
        Elkton, MD 21921

Bankruptcy Case No.: 12-16497

Chapter 11 Petition Date: April 5, 2012

Court: United States Bankruptcy Court
       District of Maryland (Baltimore)

Judge: Nancy V. Alquist

Debtor's Counsel: Howard M. Heneson, Esq.
                  HOWARD M. HENESON, P.A.
                  810 Glen Eagles Court, Suite 301
                  Towson, MD 21286
                  Tel: (410) 494-8388
                  Fax: (410) 494-8389
                  E-mail: hheneson@bankruptcymd.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/mdb12-16497.pdf

The petition was signed by Mary Sue Slagle, secretary/treasurer.


GLORY INVESTMENT: Case Summary & 2 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Glory Investment Group, LLC
        2960 Penwick Lane, #8
        Dunkirk, MD 20754

Bankruptcy Case No.: 12-16598

Chapter 11 Petition Date: April 6, 2012

Court: United States Bankruptcy Court
       District of Maryland (Greenbelt)

Debtor's Counsel: Randy McRae, Esq.
                  4301 F St., SE
                  Washington, DC 20019
                  Tel: (202) 421-7983
                  E-mail: rmcrae55@verizon.net

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

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

A copy of the Company's list of its two largest unsecured
creditors is available for free at
http://bankrupt.com/misc/mdb12-16598.pdf

The petition was signed by Tung Chiu, member.


GRAYMARK HEALTHCARE: Incurs $6.1 Million Net Loss in 2011
---------------------------------------------------------
Graymark Healthcare, Inc., 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 $17.51 million of net revenues in
2011, compared with a net loss of $19.28 million on $20.52 million
of net revenues in 2010.

The Company's balance sheet at Dec. 31, 2011, showed
$27.98 million in total assets, $23.16 million in total
liabilities and $4.82 million in total equity.

As of Dec. 31, 2010, the Company had an accumulated deficit of
approximately $29.2 million and reported a net loss of
approximately $19.1 million for the year then ending.  The Company
used approximately $3.2 million in cash from operating activities
of continuing operations during the year ending December 31, 2010.
Furthermore, the Company had a working capital deficit of
approximately $20.5 million as of Dec. 31, 2010.  At that time,
there was substantial doubt about the Company's ability to
continue as a going concern.

During May 2011 and June 2011, the Company raised a total of
$9.3 million in net proceeds from a private and public offering of
common stock and warrants.  As of Dec. 31, 2011, the Company had
cash and cash equivalents of $4.9 million and total equity of $4.8
million. In addition, the Company expects to collect $1.0 million
in June 2012 from the Indemnity Escrow Fund related to the
ApothecaryRx sale transaction.  The $4.9 million in cash and cash
equivalents, as of Dec. 31, 2011, and the expected cash
availability over the next twelve months of $5.9 million are both
more than management's projected cash needs for the next twelve
months of approximately $5.0 million.  As a result, the initial
doubts about the Company's ability to continue as a going concern
have been alleviated.

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

                        http://is.gd/g2cQcD

                      About Graymark Healthcare

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


GRUBB & ELLIS: Brokers Appeal Sale of Brokerage Commissions
-----------------------------------------------------------
An ad hoc committee of Grubb & Ellis brokers is taking an appeal
from a bankruptcy court order approving the sale of the business
to BGC Partners Inc.  Specifically, the brokers appeal the order
authorizing the sale of brokerage commissions to be paid after the
closing of the sale to BGC "free and clear" of any obligation to
pay a portion of the commissions to individual brokers and agents,
as required pursuant to each broker's or agent's individual
agreement with the Debtors.

The group is represented by:

          Michael S. Fox, Esq.
          Eric L. Goldberg, Esq.
          Jordanna L. Nadritch, Esq.
          OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
          Park Avenue Tower
          65 East 55th Street
          New York, NY 10022
          Tel: 212-451-2300
          E-mail: mfox@olshanlaw.com
                  egoldberg@olshanlaw.com
                  jnadritch@olshanlaw.com

                     About Grubb & Ellis

Grubb & Ellis Company -- http://www.grubb-ellis.com/-- is a
commercial real estate services and property management company
with more than 3,000 employees conducting throughout the United
States and the world.  It is one of the oldest and most recognized
brands in the industry.

Grubb & Ellis and 16 affiliates filed for Chapter 11 bankrutpcy
(Bankr. S.D.N.Y. Lead Case No. 12-10685) on Feb. 21, 2012, to sell
almost all its assets to BGC Partners Inc.  The Santa Ana,
California-based company disclosed $150.16 million in assets and
$167.2 million in liabilities as of Dec. 31, 2011.

Judge Martin Glenn presides over the case.  The Debtors have
engaged Togut, Segal & Segal, LLP as general bankruptcy counsel,
Zuckerman Gore Brandeis & Crossman, LLP, as general corporate
counsel, and Alvarez & Marsal Holdings, LLC, as financial advisor
in the Chapter 11 case.  Kurtzman Carson Consultants is the claims
and notice agent.

BGC Partners, Inc., and its affiliate, BGC Note Acquisition Co.,
L.P., the DIP lender and Prepetition Secured Lender, are
represented in the case by Emanuel C. Grillo, Esq., at Goodwin
Procter LLP.

On March 27, 2012, the Court approved the sale to BGC.  An auction
was cancelled after no rival bids were submitted.  Pursuant to the
term sheet signed by the parties, BGC would acquire the assets for
$30.02 million, consisting of a credit bid the full principal
amount outstanding under the (i) $30 million credit agreement
dated April 15, 2011, with BGC Note, (ii) the amounts drawn under
the $4.8 million facility, and (iii) the cure amounts due to
counterparties.  BGC would also pay $16 million in cash because
the sale was approved by the March 27 deadline.  Otherwise, the
cash component would have been $14 million.

Approval of the sale was simplified when BGC settled with
unsecured creditors by increasing their recovery.  Judge Glenn
also approved the settlement on March 27.

Several parties in interest have taken an appeal from the sale
order.


GRUBB & ELLIS: Creditors' Panel Retains Altson & Bird as Counsel
----------------------------------------------------------------
Grubb & Ellis Company's Official Committee of Unsecured Creditors
asks for permission from the U.S. Bankruptcy Court to retain
Alston & Bird LLP as counsel.  The firm will, among other things,
perform these services:

(a) The administration of the cases and the exercise of
    oversight with respect to the Debtors' affairs including all
    issues arising from or impacting the Debtors or the Committee
    in the chapter 11 cases;

(b) The preparation on behalf of the Committee of all necessary
    applications, motions, orders, reports, and other legal
    papers; and

(c) Appearances before the Court to represent the interests of the
    Committee.

The firm's rates are:

   Personnel              Rates
   ---------              -----
   Partner             $625 - $1,085
   Counsel             $625 - $895
   Associate           $380 - $660
   Paralegal           $150 - $305

Craig Freeman, Esq., and Martin G. Bunin, Esq., are the A&B
bankruptcy partners who will be the primary partners on this
matter, and their hourly rates are $730 and $825, respectively

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

                     About Grubb & Ellis

Grubb & Ellis Company -- http://www.grubb-ellis.com/-- is a
commercial real estate services and property management company
with more than 3,000 employees conducting throughout the United
States and the world.  It is one of the oldest and most recognized
brands in the industry.

Grubb & Ellis and 16 affiliates filed for Chapter 11 bankrutpcy
(Bankr. S.D.N.Y. Lead Case No. 12-10685) on Feb. 21, 2012, to sell
almost all its assets to BGC Partners Inc.  The Santa Ana,
California-based company disclosed $150.16 million in assets and
$167.2 million in liabilities as of Dec. 31, 2011.

Judge Martin Glenn presides over the case.  The Debtors have
engaged Togut, Segal & Segal, LLP as general bankruptcy counsel,
Zuckerman Gore Brandeis & Crossman, LLP, as general corporate
counsel, and Alvarez & Marsal Holdings, LLC, as financial advisor
in the Chapter 11 case.  Kurtzman Carson Consultants is the claims
and notice agent.

BGC Partners, Inc., and its affiliate, BGC Note Acquisition Co.,
L.P., the DIP lender and Prepetition Secured Lender, are
represented in the case by Emanuel C. Grillo, Esq., at Goodwin
Procter LLP.

On March 27, 2012, the Court approved the sale to BCG.  An auction
was cancelled after no rival bids were submitted.  Pursuant to the
term sheet signed by the parties, BGC would acquire the assets for
$30.02 million, consisting of a credit bid the full principal
amount outstanding under the (i) $30 million credit agreement
dated April 15, 2011, with BGC Note, (ii) the amounts drawn under
the $4.8 million facility, and (iii) the cure amounts due to
counterparties.  BGC would also pay $16 million in cash because
the sale was approved by the March 27 deadline.  Otherwise, the
cash component would have been $14 million.

Approval of the sale was simplified when BGC settled with
unsecured creditors by increasing their recovery.  Judge Glenn
also approved the settlement on March 27.

Several parties in interest have taken an appeal from the sale
order.


GRUBB & ELLIS: Section 341(a) Meeting Scheduled for April 18
------------------------------------------------------------
The U.S. Trustee will convene a meeting of creditors of Grubb &
Ellis Company on April 18, 2012, at 9:30 a.m.  The meeting will be
held at 80 Broad Street Fourth Floor, New York, New York.

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

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

                     About Grubb & Ellis

Grubb & Ellis Company -- http://www.grubb-ellis.com/-- is a
commercial real estate services and property management company
with more than 3,000 employees conducting throughout the United
States and the world.  It is one of the oldest and most recognized
brands in the industry.

Grubb & Ellis and 16 affiliates filed for Chapter 11 bankrutpcy
(Bankr. S.D.N.Y. Lead Case No. 12-10685) on Feb. 21, 2012, to sell
almost all its assets to BGC Partners Inc.  The Santa Ana,
California-based company disclosed $150.16 million in assets and
$167.2 million in liabilities as of Dec. 31, 2011.

Judge Martin Glenn presides over the case.  The Debtors have
engaged Togut, Segal & Segal, LLP as general bankruptcy counsel,
Zuckerman Gore Brandeis & Crossman, LLP, as general corporate
counsel, and Alvarez & Marsal Holdings, LLC, as financial advisor
in the Chapter 11 case.  Kurtzman Carson Consultants is the claims
and notice agent.

BGC Partners, Inc., and its affiliate, BGC Note Acquisition Co.,
L.P., the DIP lender and Prepetition Secured Lender, are
represented in the case by Emanuel C. Grillo, Esq., at Goodwin
Procter LLP.

On March 27, 2012, the Court approved the sale to BCG.  An auction
was cancelled after no rival bids were submitted.  Pursuant to the
term sheet signed by the parties, BGC would acquire the assets for
$30.02 million, consisting of a credit bid the full principal
amount outstanding under the (i) $30 million credit agreement
dated April 15, 2011, with BGC Note, (ii) the amounts drawn under
the $4.8 million facility, and (iii) the cure amounts due to
counterparties.  BGC would also pay $16 million in cash because
the sale was approved by the March 27 deadline.  Otherwise, the
cash component would have been $14 million.

Approval of the sale was simplified when BGC settled with
unsecured creditors by increasing their recovery.  Judge Glenn
also approved the settlement on March 27.

Several parties in interest have taken an appeal from the sale
order.


GRUMMAN OLSON: Successor Liability Claims Not Barred by 363 Sale
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. District Judge J. Paul Oetken in Manhattan ruled
on March 29 that a sale of assets free and clear of liens and
claims in bankruptcy can't absolve the buyer of liability as a
successor in some circumstances.

The report recounts that the case involved a truck manufacturer
which sold its business while in Chapter 11.  The sale approval
order contained broad language saying the buyer would have no
liability as a successor to the bankrupt company's business.
Later, a truck manufactured before bankruptcy was in an accident.
The driver of the truck sued the buyer in New Jersey. The buyer
turned to the bankruptcy court and sought a declaration that the
sale order precluded the suit.  The bankruptcy judge ruled against
the buyer, and so did Judge Oetken in a 27-page opinion.

According to the report, Judge Oetken, adopting the rationale laid
down by the U.S. Courts of Appeal in New Orleans and Atlanta,
said, "Because parties holding future claims cannot possibly be
identified and, thus, cannot be provided notice of the bankruptcy,
courts consistently hold that, for due process reasons, their
claims cannot be discharged by the bankruptcy court's orders."

The report notes that Judge Oetken was careful to say that he
expressed no view as to whether the plaintiff would have a good
claim for successor liability under New Jersey law. He was not
persuaded to rule otherwise by an argument that failing to bar
claims based on a theory of successor liability would depress the
value at which assets can be sold in bankruptcy.

The case is Morgan Olson LLC v. Federico (In re Grumman Olson
Industries Inc.), 11-2291, U.S. District Court, Southern District
New York.

                        About Grumman Olson

Grumman Olson Industries, Inc., which derived its operating
revenues primarily from the sale of truck bodies, filed for
chapter 11 protection on Dec. 9, 2002 (Bankr. S.D.N.Y. Case No.
02-16131).  Sanford Philip Rosen, Esq., at Sanford P. Rosen &
Associates, P.C., and James M. Matthews, Esq., at Carl A. Greci,
Esq., represented the Debtor in its restructuring efforts.  Mark
T. Power, Esq., at Hahn & Hessen LLP, represented the Official
Committee of Unsecured Creditors.  When the Company filed for
protection from its creditors, it disclosed $30,022,000 in total
assets and $38,920,000 in total debts.

On Oct. 19, 2004, the Court confirmed the first amended joint
liquidating plan proposed by the Debtor and the Committee.  The
plan took effect on Nov. 10, 2005.


HAYDEL PROPERTIES: Hearing on Case Conversion Scheduled for May 17
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Mississippi
will convene a hearing on May 17, 2012, at 1:30 p.m., to consider
the motion to convert the Chapter 11 case of Haydel Properties,
LP, to one under Chapter 7 of the Bankruptcy Code.

Creditor and party-in-interest BancorpSouth Bank filed a joinder
to the U.S. Trustee for Region 5's motion to convert.

BancorpSouth noted that no operating reports have been filed to
date.

BancorpSouth is represented by:

         Les W. Smith, Esq.
         PAGE, MANNINO, PERESICH & MCDERMOTT, P.L.L.C.
         759 Vieux Marche
         P.O. Drawer 289
         Biloxi, MS 39533
         Tel: (228) 374-2100
         Fax: (228) 432-5539

                      About Haydel Properties

Haydel Properties LP, in Biloxi, Mississippi, filed for Chapter 11
bankruptcy (Bankr. S.D. Miss. Case No. 12-50048) on Jan. 11, 2012.
Judge Katharine M. Samson presides over the case.  Patrick A.
Sheehan, Esq., at Sheehan & Johnson, PLLC; and Robert Gambrell,
Esq., at Gambrell & Associates, PLLC, serve as the Debtor's
counsel.  In its petition, the Debtor estimated $10 million to
$50 million in assets and $1 million to $10 million in debts.  The
petition was signed by Michael D. Haydel, manager of general
partner.


HEMCON MEDICAL: Files for Chapter 11 After $34MM Patent Suit Loss
-----------------------------------------------------------------
HemCon Medical Technologies, Inc., filed a Chapter 11 bankruptcy
petition (Bankr. D. Ore. Case No. 12-32652) on April 10, 2012,
estimating up to $50 million in assets and liabilities.

The Debtor on the Petition Date filed expedited motions to, among
others, pay prepetition wages and benefits of employees, and use
cash collateral.  A preliminary hearing was scheduled April 12 at
1:00 p.m.

The Debtor said it is in immediate need to obtain bankruptcy court
approval of its first day motions in order to continue to conduct
its business in the ordinary course.  The Debtor said it will
suffer immediate and irreparable harm if it is not authorized to
obtain the relief requested in its first day motions in order to
assure its creditors, employees, tenants and customers that it
will be able to continue its business operations in the ordinary
course and pay all postpetition obligations as and when they
become due.

Judge Elizabeth L. Perris presides over the case.

The U.S. Trustee will convene a meeting creditors under 11 U.S.C.
Sec. 341(a) on May 15, 2012 at 1:30 p.m.

Attorneys at Tonkon Torp LLP represent the Debtor.

                      Patent Infringement Suit

According to a press release by the company, the filing comes
after an en banc decision by the U.S. Court of Appeals for the
Federal Circuit on March 15, 2012, which affirmed an award of
$34.2 million in damages to Marine Polymer Technologies Inc. in a
patent infringement case initiated in 2006.

"Chapter 11 gives us the best opportunities to maximize the value
of HemCon and to continue to conduct business operations while we
restructure debt, costs and other obligations," said Nick Hart,
HemCon's President and Chief Financial Officer.  "In addition,
HemCon is planning on filing a petition to request that the CAFC
rehear its 5-5 decision on claim construction, in the patent
infringement case."

During the past year, HemCon reformulated its chitosan-derived
product line, branded as HemCon(R) PRO products. The HemCon PRO
chitosan-derived product line has been successfully introduced in
the U.S. and is approved for European and Japanese distribution,
allowing for uninterrupted supply of product. Similarly, HemCon
will continue supporting the recently introduced GuardaCare(R)XR
Surgical product, as well as all of its other product lines
including HemCon Patch(R) PRO and ChitoGauze(R) PRO.

HemCon anticipates commencing Phase II clinical trials in June for
its U.S. Army-funded Lyophilized Plasma product (LyP).  The U.S.
military believes that early administration of plasma has an
important role in reducing battlefield mortality rates, and sees
this program as a top research and development priority.

HemCon's European subsidiary is not subject to the Chapter 11
proceedings and will continue to operate as previously, selling
its oxidized cellulose-based products including GuardIVa(R)
Antimicrobial Hemostatic IV Dressing, Synaero(TM) Hemostatic Gel,
and the consumer products line.

                       About HemCon Medical

HemCon Medical Technologies, Inc. -- http://www.hemcon.com/--
founded in 2001, develops, manufactures, and markets innovative
technologies that control bleeding resulting from trauma or
surgery.  HemCon products are designed for use by military and
civilian first responders as well as medical professionals in
hospital, dental and clinical settings where rapid control of
bleeding is of critical importance.  HemCon is headquartered in
Portland, Ore., with additional commercial operations in Ireland
and the Czech Republic.

The Debtor currently has 43 employees, with an average payroll of
approximately $142,000 per pay period.


HERCULES OFFSHORE: Receives $10MM Payment from Angola Drilling
--------------------------------------------------------------
Hercules Offshore, Inc., on April 4, 2012, received a cash payment
of $10.0 million from Angola Drilling Company Ltd., a customer in
Angola.  This amount represents an installment payment on the
balance owed to the Company from the Customer pursuant to a
drilling contract for the Hercules 185 for services provided from
July 2009 through January 2011.

During the Second Quarter 2012, the cash payment will have the
following impact on the Company's financial statements:

   * The Company's International Offshore segment's general and
     administrative expenses will include an $8.8 million benefit
     related to the reversal of an allowance for doubtful
     accounts; and

   * The Company's International Offshore segment's revenue will
     include a $1.2 million benefit now that the uncertainty
     surrounding collectability on a portion of the receivable has
     been removed.

After application of the recent payment, the Customer currently
owes the Company $54.4 million under the Contract.

While the Company remains hopeful the Customer will fulfill its
obligations under the Contract, the collectability of the balance
owed remains uncertain and difficult to forecast.  Accordingly,
the Company does not believe this recent payment has removed the
uncertainty surrounding future collectability of the outstanding
balance.  Consequently, at this time, the Company has not
recognized any of the $54.4 million remaining balance in the
Company's financial statements.

The amount owed to the Company remains undisputed by the Customer
and the Company is continuing to vigorously pursue all commercial
and legal means for collection of the outstanding balance.  If the
Company receives any additional payments from the Customer, the
payments will be recorded as an increase to the Company's
International Offshore segment's revenue.

                      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.


HOSPITAL DAMAS: Malpractice Claimants Lose Bid to Dismiss Case
--------------------------------------------------------------
Bankruptcy Judge Edward A. Godoy denied the request of medical
malpractice claimants for dismissal of the Chapter 11 bankruptcy
cases of Hospital de Damas, Inc., a not-for-profit corporation
organized under the laws of the Commonwealth of Puerto Rico.

Nitza Enid Sanchez-Rodriguez, Alma Estela Sanchez-Rodriguez, Jose
Ivan Sanchez-Rodriguez, Altamira Rodriguez-Perez, Carlos Alberto
Rodriguez-Perez, Alba Marta Rodriguez-Perez, Dr. Sonia Hodge,
Russell Rodriguez-Perez, and Mayra Lillian Nigaglioni on Feb. 28,
2012, filed a motion to dismiss alleging that the debtor was
operating the hospital without a license and that the debtor's
operation of the hospital was illegal and unlawful.  The medical
malpractice claimants also allege, among other things, bad faith
based on false statements and misrepresented facts by the debtor
in prejudice to the creditors.  They argue that the debtor's bad
faith warrants the dismissal of the case pursuant to section 1112
of the Bankruptcy Code.

Olga Maldonado and her son Josue Narvaez Maldonado, Lizbeth Vargas
Colon and Jaime M. Cedeno in representation of their minor
daughter Lizbeth Cedeno Vargas, Baudilio Luciano Ortiz, Joel
Luciano Caraballo, Juan Orta Rodriguez, Juan Orta Lopez de
Victoria, Ferando Vargas Lopes de Victoria, and Tomas Orta Lopez
de Victoria filed joinders to the Dismissal Motion.

The debtor opposed dismissal by denying any bad faith on its part
and alleging, among other things, that the debtor has been
operating the hospital since 1987 and that said operation is legal
and accepted by the pertinent regulatory agency. The Unsecured
Creditors Committee also opposed dismissal alleging that the
malpractice claimants failed to carry their burden of showing that
cause exists under section 1112 even if the court were to find
that the debtor lacked the required licenses to operate the
hospital.

On May 31, 2011, the Debtor filed its disclosure statement and
plan of reorganization.  At the hearing on the disclosure
statement held on Oct. 20, 2011, the court gave the Debtor an
opportunity to amend its disclosure statement and plan.  An
amended disclosure statement and plan were filed jointly by the
Debtor and Unsecured Creditors Committee on Nov. 4, 2011.  At the
Dec. 6, 2011 hearing on the amended disclosure statement, the
Court approved the amended disclosure statement and set the
confirmation hearing on the amended plan for Feb. 9, 2012.

Prior to the confirmation hearing, two of the medical malpractice
claimants and the other medical malpractice claimants filed an
objection to the confirmation of the amended plan.  Two other
groups of medical malpractice creditors joined that objection.
The objections, among other things, allege that the court has no
jurisdiction over the self-insurance fund from which the amended
plan proposes to pay all of the medical malpractice creditors.  At
the confirmation hearing, the Court refrained from hearing
evidence on the amended plan and questioned the Debtor about the
Court's jurisdiction over the self-insurance fund.  The Debtor was
given time to file a stipulation as to the self-insurance fund,
and the confirmation hearing was continued to March 23, 2012.  The
March 23 date was converted from a hearing on confirmation to one
on the motion to dismiss, and the hearing on the confirmation of
the amended plan was rescheduled to April 27, 2012.

A copy of the Court's April 9, 2012 Opinion and Order is available
at http://is.gd/M89348from Leagle.com.

                       About Hospital Damas

Ponce, Puerto Rico-based Hospital Damas, Inc., operates, since
1987, Hospital Damas, a general acute care hospital, providing
critical care, general medical and skilled nursing services.  The
Company filed for Chapter 11 bankruptcy protection (Bankr. D.
P.R. Case No. 10-08844) on Sept. 24, 2010.  According to its
schedules, the Debtor disclosed US$24,017,166 in total assets and
US$21,267,263 in total liabilities.

Attorneys at Charles A. Cuprill, P.S.C., in San Juan, Puerto
Rico, represent the Debtor as counsel.  Jorge P. Sala Law Offices
serves as the Debtor's labor law special counsel, to be assisted
by special counsel Fiddler, Gonzalez & Rodriguez, P.S.C.
Attorneys at Kilpatrick Townsend & Stockton LLP, in Atlanta, Ga.,
represent the Official Committee of Unsecured Creditors as
counsel.


HOSTESS BRANDS: Wants Aug. 8 Deadline to Decided on Leases
----------------------------------------------------------
Hostess Brands, Inc., et al., ask the Hon. Robert D. Drain of the
U.S. Bankruptcy Court for the Southern District of New York to
give the Debtors a 90-day extension, or until Aug. 8, 2012, to
assume or reject unexpired leases or nonresidential real property.

In connection with the conduct of their businesses, certain of the
Debtors are lessees or sublessees under approximately 638
unexpired leases and subleases of nonresidential real property.  A
copy of the list of leases is available for free at:

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

As of the date of this Motion, the Unexpired Leases remain in
effect and have not expired or terminated according to their
respective terms.  Thus, each of the Unexpired Leases may
constitute an "unexpired lease".

The Debtors currently have 120 days from the Petition Date, or
until May 10, 2012, to assume or reject the Unexpired Leases,
unless this deadline is extended for up to an additional 90 days
by court order, or longer by consent of the applicable lessors.
Unless it is extended, the Debtors will be required to make
decisions concerning the Unexpired Leases by the first business
day of next month.  The Debtors' failure to take any action to
assume or reject the Unexpired Leases or obtain an extension of
the deadline would result in the Unexpired Leases being deemed
rejected.

Given the size and scope of the Debtors' businesses and the
complexity of their financial affairs, the Debtors have devoted
the majority of their efforts to date to completing the transition
to operations in Chapter 11 and resolving other pressing matters
incident to the commencement of these cases, including securing
approval of their postpetition financing facility, commencing a
third party investor process and negotiating with their unions and
preparing for trial under sections 1113 and 1114 of the U.S.
Bankruptcy Code.  Although the Debtors have begun the evaluation
of the Unexpired Leases, and have already rejected certain leases
not necessary to their businesses, the Debtors need additional
time to evaluate these matters in the context of implementing
their long-term business and turnaround plan.  To minimize the
chances that the Debtors make an improvident decision to assume or
reject the Unexpired Leases, the Debtors request a 90-day
extension of the deadline.

A hearing on the Debtors' request for extension will be held on
April 17, 2012, at 10:00 a.m. (Eastern Time).

                      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: Creditors Opposing More Exclusive Plan Rights
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Hostess Brands Inc. will face opposition from the
official creditors' committee and the two main unions when it
comes to bankruptcy court on April 17 to seek an extension until
Aug. 8 of the exclusive right to propose a reorganization plan.

According to the report, the Creditors Committee says the Debtor
is facing a nationwide strike because there isn't agreement with
the Teamsters union on a concessionary contract.  Although a trial
is scheduled to begin April 17 where the bankruptcy judge has
power to allow the company to lower wages and benefits, the
Teamsters vowed to strike if an agreement isn't consensual.  There
have been no discussions with the bakery workers' union for two
months, the committee said.

The Creditors Committee wants the bankruptcy judge to bar Hostess
from enforcing a lockup agreement where potential investors
received confidential information in return for pledging not to
negotiate with anyone else.  The committee contends that Hostess
agreed to have no lockup agreement in return for the unions'
agreement not to support only one prospective investor.  The
committee contends that a lockup agreement is not in the ordinary
course of business and isn't enforceable without court approval.

Hostess previously said that 14 potential investors signed
confidentiality agreements prior to the Feb. 27 deadline for
submitting initial offers. The second round of bids is due by
May 7.

                      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.


JEFFERSON COUNTY: Parties-in-Interest Present Issues on Appeal
--------------------------------------------------------------
Creditors and parties-in-interest notified the U.S. Bankruptcy
Court for the Northern District of Alabama of issues presented on
appeal from the order on eligibility of Jefferson County, Alabama
as a Debtor under Section 109(c)(1)-(5) of the Bankruptcy Code.

Appellants consisted of:

   -- JPMorgan Chase Bank, N.A., a beneficial owner of over
$1 billion of special pledged revenue sewer warrants and over
$50 million of general obligation warrants issued by the Debtor;

   -- The Bank of New York Mellon, in its capacity as indenture
trustee for special pledged revenue sewer warrants issued
by the Debtor in the original principal amount of $3.6 billion;

   -- Assured Guaranty Municipal Corp., formerly known as
Financial Security Assurance Inc.; and

   -- The Bank of Nova Scotia, Societe Generale, New York Branch,
The Bank of New York Mellon, State Street Bank and Trust Company
and Lloyds TSB Bank plc, each in its capacity as a Liquidity Bank
and the beneficial holder of certain sewer warrants issued by the
Debtor.

The issues on appeal included:

   1. Whether the Bankruptcy Court erred in holding that Alabama
Code Section 11-81-3 (1975) (as amended) specifically authorized
the County to be a chapter 9 debtor as required in section
109(c)(2) of the Bankruptcy Code when, as of the date of the
filing of its Chapter 9 petition, the County had no refunding or
funding bond indebtedness and had not authorized the issuance of
any funding or refunding bond indebtedness.

   2. Whether an Alabama county that has authorized and issued
bonds in the past, but as of the petition date has no refunding or
funding bond indebtedness and has not authorized the issuance of
refunding or funding bonds in the future, is eligible under
Alabama Code Section 11-81-3 (1975) (as amended) to proceed under
chapter 9 of the Bankruptcy Code.

   3. Whether the July 26, 2011, resolution adopted by the
Jefferson County Commission satisfies the eligibility
prerequisites of Alabama Code Section 11-81-3 (1975) (as
amended), so as to permit the County to proceed under Chapter 9 of
the Bankruptcy Code, when the resolution expressly requires the
adoption of one or more subsequent approving resolutions by the
Commission and the satisfaction of additional legal requirements
and conditions before refunding or funding bonds can actually be
issued.

                   About Jefferson County

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

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

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

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

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

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

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

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


JEFFERSON COUNTY: Wants June 4 Set as General Claims Bar Date
-------------------------------------------------------------
Jefferson County, Alabama, asks the U.S. Bankruptcy Court for the
Northern District of Alabama to establish June 4, 2012, at
5:00 p.m., prevailing Central Time, as the deadline for any
individual or entity to file proofs of claim against the Debtor.

The Debtor also as request that Aug. 31, at 5:00 p.m., be set as
governmental unit bar date.

Proofs of claim and requests for allowance of Section 503(b)(9)
claims are to be delivered to the claims agent by mail, hand
delivery or overnight courier at these physical or electronic mail
address:

        Jefferson County Claims Processing
        c/o Kurtzman Carson Consultants LLC
        2335 Alaska Avenue
        El Segundo, CA 90245
        JeffersonCountyClaims@kccllc.com

                   About Jefferson County

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

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

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

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

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

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

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

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


JEFFERSON COUNTY: Bondholders Given Approval to Appeal
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that holders of Jefferson County, Alabama, sewer bonds can
appeal the bankruptcy court's ruling that the county is eligible
for Chapter 9 municipal bankruptcy.  U.S. District Judge Inge P.
Johnson signed an order on April 9 granting the right of appeal to
trustees for the $3.1 billion in defaulted sewer bonds.  The
bondholders sought assurance of the right to appeal because it
wasn't clear that approval of a Chapter 9 petition was the sort of
so-called final order that can be appealed in federal courts.

Separately, the head of the advisory board for the county's Cooper
Green Mercy Hospital, according to the report, filed papers asking
the bankruptcy judge to allow state court proceedings to go ahead
with regard to the remainder of a $71.4 million fund owing from
settlement of a class-action suit.  The advisory board's head
described how the hospital is funded from an indigent care fund
established by a sales tax the county continues to collect.  The
filing says that the funds from the tax, as well as the remainder
of the $71.4 million, are special revenues which are treated
differently under bankruptcy law from ordinary county revenue.

The advisory board head, the report notes, wants the bankruptcy
judge in Birmingham to allow the remainder of the state court suit
to go ahead to enable enforcement of the settlement agreement.
The board leader says that the county can't close the hospital
without notifying the state court. The court filing says the
county has begun a "piecemeal and serial, department-by-
department closure" of the hospital.

The report also relates that a trial was set to begin April 11 in
bankruptcy court where the judge will decide how much revenue from
the sewer system can be withheld from bondholders owed $3.1
billion. The county would use withheld sewer revenue to fund
future costs of maintaining and upgrading the system. There is an
interim agreement in place until May where bondholders are
receiving $5.5 million a month.

The appeal of the Chapter 9 ruling is Bank of Nova Scotia v.
Jefferson County, Alabama (In re Jefferson County, Alabama),
12-1044, U.S. District Court, Northern District of Alabama
(Birmingham).

                   About Jefferson County

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

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

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

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

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

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

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

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


KEOWEE FALLS: Files Schedules of Assets and Liabilities
-------------------------------------------------------
Keowee Falls Investment Group, LLC filed with the U.S. Bankruptcy
Court District Of South Carolina its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $32,150,000
  B. Personal Property              $557,346
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $19,378,613
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $67,768
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $215,660
                                 -----------      -----------
        TOTAL                    $32,707,346      $19,662,041

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

               About Keowee Falls Investment Group

Travelers Rest, South Carolina-based Keowee Falls Investment
Group, LLC, filed a Chapter 11 petition (Bankr. D. S.C. Case No.
12-01399) in Spartanburg, South Carolina, on March 2, 2012.
Bankruptcy Judge John E. Waites presides over the case.  R.
Geoffrey Levy, Esq., at Levy Law Firm, LLC assists the Debtor in
its restructuring effort.  Keowee Falls estimated assets at
$100 million to $500 million and debts at $10 million to
$50 million.

The Cliffs Communities, Inc., owns 100% of the shares.

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

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

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


KRONOS INT'L: Debt Repayment Cues Fitch's IDR Raised to 'B+'
------------------------------------------------------------
Fitch Ratings has upgraded Kronos International, Inc.'s Issuer
Default Rating (IDR) to 'B+' from 'B'.  The Rating Outlook is
Stable.

Fitch's ratings reflect debt repayment and lower financial
leverage at Kronos International, as well as Kronos Worldwide,
Inc.'s (NYSE: KRO) solid market position in the top five in the
titanium dioxide (TiO2) industry.  Kronos International repaid
EUR121 million in senior secured notes in 2011 and total
debt/EBITDA improved to 0.9 times(x) at Dec. 31, 2011 from 3.9x at
Dec. 31, 2010.  The ratings also reflect the recovery in the TiO2
industry and Fitch's expectations that EBITDA will be at least
$250 million in 2012.

Worldwide TiO2 capacity declined by about 6.5% as a result of the
global financial crisis.  The industry is fairly concentrated with
roughly 60% of the global market accounted for by the top five
manufacturers.  This has allowed considerable price increases by
suppliers and high operating rates.  The titanium feedstock
industry is also highly concentrated with the top three producers
accounting for about 63% of supply.  As feedstock contracts have
come up for re-pricing, costs have accelerated more than TiO2
prices, which has reduce margins from record levels in 2011.

Fitch expects free cash flow (FCF) generation to run about $40
million annually over the next 24 months as working capital,
capital expenditures and dividends are managed to earnings.  The
EUR80 million revolver, expiring October 2013, together with cash
balances, are expected to be sufficient to support seasonal needs.
At Dec. 31, 2011, cash on hand was about $20 million and the EUR80
million revolver was fully available.  Total debt was $365.1
million at Dec. 31, 2011 comprising mainly the EUR279.2 million
($360.6 million) notes due 2013. Fitch expects these to be
refinanced within the year.

The revolver covenants are at the operating subsidiary level
(i.e. they excluded the EUR279 million notes from the covenant
calculation).  Fitch expects the company to be well within the net
secured debt to EBITDA maximum of 0.7 times (x) and the net debt
to equity maximum of 0.50x to 1.00x.

The Stable Outlook reflects Fitch's view that leverage should
remain below 3x over the next 12 months.

An unexpected cash burn would result in a review of the ratings
for a possible downgrade.  Should debt be repaid to a greater
degree than is expected, the ratings would be reviewed for a
possible upgrade.

Fitch has upgraded Kronos International's ratings as follows:

  -- IDR to 'B+' from 'B';
  -- Senior secured revolving credit facility to 'BB+/RR1' from
     'BB/RR1';
  -- Senior secured notes to 'BB-/RR3' from 'B/RR4'.


LOS ANGELES DODGERS: Owner's Ex-Wife Wants Divorce Money
--------------------------------------------------------
Richard Vanderford at Bankruptcy Law360 reports that the ex-wife
of Los Angeles Dodgers LLC owner Frank McCourt on Monday made a
simple demand of the bankrupt team -- pay me -- arguing that the
franchise should cover her $131 million divorce settlement before
its slated emergence from bankruptcy at the end of month.

Jamie McCourt, whose divorce from team owner Frank McCourt is in
part responsible for the baseball team's 2011 descent into
bankruptcy, asked a bankruptcy judge to force the team to pay her
divorce money as it transfers to new ownership, according to
Law360.

                     About Los Angeles Dodgers

Los Angeles Dodgers LLC operates the Los Angeles Dodgers, a
professional Major League Baseball club in the Los Angeles
metropolitan area.  Frank McCourt, a Boston real-estate developer
who unsuccessfully bid for the Boston Red Sox, bought the Dodgers
from Rupert Murdoch's Fox Entertainment Group, Inc. in 2004 for
$330 million.  Mr. McCourt also bought the Dodgers Stadium from
Fox for $100 million.

Los Angeles Dodgers LLC filed for bankruptcy protection (Bankr.
D. Del. Lead Case No. 11-12010) on June 27, 2011, after MLB
Commissioner Bud Selig rejected a television deal with News
Corp.'s Fox Sports, leaving Mr. McCourt unable to make payroll for
June 30 and July 1.  Fox Sports has exclusive cable television
rights for Dodgers games until the end of 2013 baseball season.

Chapter 11 filings were also made for LA Real Estate LLC, an
affiliated entity which owns Dodger Stadium, and three other
related holding companies.

The petition estimates assets of up to $500 million and debts of
up to $1 billion.  In its schedules, the LA Dodgers baseball club
disclosed $77,963,734 in assets and $4,695,702 in liabilities.  LA
Real Estate LLC disclosed $161,761,883 in assets and $0 in
liabilities.

According to Forbes, the team is worth about $800 million, making
it the third most valuable baseball team after the New York
Yankees and the Boston Red Sox.

Judge Kevin Gross presides over the case.  Lawyers at Young,
Conaway, Stargatt & Taylor and Dewey & LeBoeuf LLP serve as the
Debtors' bankruptcy counsel.  Epiq Bankruptcy Solutions LLC is the
claims and notice agent.  Public relations specialist Kekst and
Company has been hired for crisis support.  Covington & Burling
LLP serves as special counsel.

An official committee of unsecured creditors has been appointed in
the case.  The panel has tapped Lazard Freres & Co. as financial
adviser and investment banker, and Morrison & Foerster LLP and
Pinckney, Harris & Weidinger, LLC as counsel.

The LA Dodgers is the 12th sports team in North America to have
sought bankruptcy protection.

The reorganization is being financed with a $150 million unsecured
loan from the Commissioner of Major League Baseball.  The loan
gives the Commissioner few of the controls lenders often demanded
from bankrupt companies.

On March 28, 2012, the Los Angeles Dodgers and Frank McCourt
unveiled an agreement under which Guggenheim Baseball Management
LLC will acquire the Los Angeles Dodgers for $2 billion upon
completion of the closing process.  Mr. McCourt and certain
affiliates of the purchasers will also be forming a joint venture,
which will acquire parking lots for an additional $150 million.

In light of the sale price, the L.A. Times notes that after
payment of the $131 million divorce settlement with his ex-wife
and repayment of a $150 million bankruptcy financing loan to MLB,
Mr. McCourt would have about $1.3 billion.  After taxes, legal
fees and other obligations, McCourt is expected to clear close to
$1 billion on the sale of a team he bought for $421 million in
2004.

The Los Angeles Dodgers expect to emerge from their chapter 11
bankruptcy reorganization cases on April 30, 2012, following the
confirmation hearing with respect to the debtors' amended Plan of
Reorganization, which is scheduled for April 13.


LOS ANGELES DODGERS: Fox Sports Objects to Plan Confirmation
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Fox Entertainment Group Inc., the broadcaster with
television rights for Los Angeles Dodgers games through the 2013
season, filed papers objecting to approval of the team's
reorganization plan at a confirmation hearing April 13.

According to the report, Fox wants written assurance that
competitor Time Warner Cable Inc. isn't part of the group buying
the team and the stadium for $2.15 billion.  Fox also wants
assurance that the buyers don't have informal agreements with
another broadcaster that could harm its rights.

Fox was the Dodgers' primary adversary early in the case when the
team was intending to terminate the existing television agreement.
When it looked as though Fox might win an appeal from a decision
by the bankruptcy judge, the team and Fox settled in an agreement
saying that bankruptcy wouldn't affect the broadcaster's rights.

                     About Los Angeles Dodgers

Los Angeles Dodgers LLC operates the Los Angeles Dodgers, a
professional Major League Baseball club in the Los Angeles
metropolitan area.  Frank McCourt, a Boston real-estate developer
who unsuccessfully bid for the Boston Red Sox, bought the Dodgers
from Rupert Murdoch's Fox Entertainment Group, Inc. in 2004 for
$330 million.  Mr. McCourt also bought the Dodgers Stadium from
Fox for $100 million.

Los Angeles Dodgers LLC filed for bankruptcy protection (Bankr.
D. Del. Lead Case No. 11-12010) on June 27, 2011, after MLB
Commissioner Bud Selig rejected a television deal with News
Corp.'s Fox Sports, leaving Mr. McCourt unable to make payroll for
June 30 and July 1.  Fox Sports has exclusive cable television
rights for Dodgers games until the end of 2013 baseball season.

Chapter 11 filings were also made for LA Real Estate LLC, an
affiliated entity which owns Dodger Stadium, and three other
related holding companies.

The petition estimates assets of up to $500 million and debts of
up to $1 billion.  In its schedules, the LA Dodgers baseball club
disclosed $77,963,734 in assets and $4,695,702 in liabilities.  LA
Real Estate LLC disclosed $161,761,883 in assets and $0 in
liabilities.

According to Forbes, the team is worth about $800 million, making
it the third most valuable baseball team after the New York
Yankees and the Boston Red Sox.

Judge Kevin Gross presides over the case.  Lawyers at Young,
Conaway, Stargatt & Taylor and Dewey & LeBoeuf LLP serve as the
Debtors' bankruptcy counsel.  Epiq Bankruptcy Solutions LLC is the
claims and notice agent.  Public relations specialist Kekst and
Company has been hired for crisis support.  Covington & Burling
LLP serves as special counsel.

An official committee of unsecured creditors has been appointed in
the case.  The panel has tapped Lazard Freres & Co. as financial
adviser and investment banker, and Morrison & Foerster LLP and
Pinckney, Harris & Weidinger, LLC as counsel.

The LA Dodgers is the 12th sports team in North America to have
sought bankruptcy protection.

The reorganization is being financed with a $150 million unsecured
loan from the Commissioner of Major League Baseball.  The loan
gives the Commissioner few of the controls lenders often demanded
from bankrupt companies.

On March 28, 2012, the Los Angeles Dodgers and Frank McCourt
unveiled an agreement under which Guggenheim Baseball Management
LLC will acquire the Dodgers for $2 billion.  Mr. McCourt and
certain affiliates of the purchasers will also be forming a joint
venture, which will acquire the parking lots at Dodgers Stadium
for an additional $150 million.

In light of the sale price, the L.A. Times notes that after
payment of the $131 million divorce settlement with his ex-wife
and repayment of a $150 million bankruptcy financing loan to MLB,
Mr. McCourt would have about $1.3 billion.  After taxes, legal
fees and other obligations, Mr. McCourt is expected to clear close
to $1 billion on the sale of a team he bought for $421 million in
2004.

The Dodgers expect to emerge from their chapter 11 bankruptcy
reorganization cases on April 30, 2012, following the confirmation
hearing with respect to the Debtors' amended Reorganization Plan,
which is scheduled for April 13.  The reorganization plan pays all
creditors in full, with the excess going to Frank McCourt.


LUCID INC: Square 1 Forbearance Expires April 30
------------------------------------------------
Lucid, Inc., on March 30, 2012, entered into a Forbearance
Agreement and First Amendment to Loan and Security Agreement with
Square 1 Bank, relating to the Loan and Security Agreement by and
between the Company and the Bank dated as of July 20, 2011, as
amended.

Under the First Amendment, the Bank agreed to forbear from seeking
any remedies under the Loan Agreement with respect to specified
existing non-compliance with the Loan Agreement until April 30,
2012, or such earlier date that any further Event of Default
occurs.  As consideration for the First Amendment, the Company
paid the Bank a forbearance fee of $10,000.

In addition, under the First Amendment, the Loan Agreement was
amended:

   (a) to provide a new term loan maturity date, which is
       April 30, 2012;

   (b) to provide that interest will continue to accrue from the
       date of each Term Loan at the rate specified in the Loan
       Agreement; on April 30, 2012, all amounts due in connection
       with the Term Loans and any other amounts due under the
       Loan Agreement will be immediately due and payable; and the
       Terms Loans, once repaid, may not be reborrowed; and

   (c) to provide that the Company is obligated to maintain a
       balance of unrestricted cash at the Bank not less than
       $1,500,000 at all times.

A copy of the Forbearance Agreement is available for free at:

                        http://is.gd/FTnaB4

                          About Lucid Inc

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.

For 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 for 2011,
compared with a net loss of $4.30 million 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.


MEDIA GENERAL: Sees 13% Increase in Broadcast Revenue in Q1 2012
----------------------------------------------------------------
In meetings with existing and potential investors, customers,
suppliers, creditors and others with an interest in Media General,
Inc., from time to time on and after April 9, 2012, the Company
anticipates that it will make certain statements regarding:

   (i) projected fiscal 2012 and historical operating results;

  (ii) pro forma historical and projected results of its broadcast
       operations and newspaper publishing businesses on a stand-
       alone basis; and

(iii) certain future performance targets.

Additionally, certain prior-year equivalent numbers, which
previously were made public, have been included to facilitate ease
of comparisons.

The Company expects that in the first quarter of 2012 broadcast
revenues will grow in the 12%-13% range and its broadcast cash
flow will improve by more than 40%, in each case compared to the
same period a year ago.  It believes its print revenues will
decline 8%-9% from the first quarter of 2011, while print cash
flow will increase by nearly 30% from the first quarter of 2011,
due in main to improved results in its Florida print properties.
Digital revenues are expected to decline approximately 15% in the
first quarter of 2012 compared with the same period a year ago,
with a slight deterioration of cash flow, due in part to
DealTaker.com's weakness.

The Company anticipates the following results and events may occur
in 2012:

   - In addition to substantial Company wide-expense reductions
     achieved from 2007 to 2011, the Company anticipates
     identifying at least $4.5 million in cost savings in 2012.
   
   - Revenues from Political advertising are expected to be in the
     $40 million - $45 million range in 2012 due in large part to
     the upcoming presidential election.
   
   - Retransmission revenues for 2012 are expected to be in the
     $32 million - $37 million range as result renewing agreements
     at higher rates.
   
   - The Company expects debt modification costs of $10.4 million
     related to the previously disclosed amendment of its bank
     credit facility will be expensed in the first quarter of
     2012.  These costs include certain legal, advisory and
     arrangement fees related to the refinancing.
   
   - The Company is in the process of completing an interim
     impairment test on DealTaker.com and expects to record a
     noncash, pretax write off of its remaining intangible assets
     approximating $10 million in the first quarter of 2012.
     Similar to many other e-commerce businesses, DealTaker.com
     has suffered the adverse effects of a significant change in
     the way Internet search results are delivered by Google.  The
     Company's efforts to adjust its software to address this
     change have not been successful and further deterioration was
     experienced in the first quarter, particularly in March.
   
   - The Company estimates the percentage of its unfunded pension
     liabilities attributable to its newspaper business to be
     approximately 60%.
   
   - The average 2011-2012 revenue generated by the Company's
     broadcasting business and associated websites, based on pro
     forma 2011 results and pro forma estimated 2012 results is
     $310 million.

                        About Media General

Richmond, Virginia-based Media General Inc. (NYSE: MEG) --
http://www.mediageneral.com/-- is an independent communications
company with interests in newspapers, television stations and
interactive media in the United States.  The Company operates in
three business segments: Publishing, Broadcast and Interactive
Media. The Company owns 25 daily newspapers and more than 150
other publications, as well as 23 television stations.  The
Company also operates more than 75 online enterprises.  In March
2008, the Company completed the purchase of DealTaker.com, an
online social shopping portal.

The Company reported a net loss of $74.32 million for the fiscal
year ended Dec. 25, 2011, a net loss of $22.64 million for the
fiscal year ended Dec. 26, 2010, and a net loss of $35.76 million
for the fiscal year ended Dec. 27, 2009.

The Company's balance sheet at Dec. 25, 2011, showed $1.08 billion
in total assets, $1.05 billion in total liabilities, and
$33.95 million in total stockholders' equity.

                           *     *     *

As reported in the March 23, 2012 edition of the TCR, Moody's
Investors Service said it is continuing its review for downgrade
of Media General, Inc.'s ratings following the company's
announcement that it obtained an amendment to its credit facility.
The amendment partially resolves certain aspects the review but
leaves open other material considerations, including a requirement
that Media General complete at least a $225 million bond offering
by May 25, 2012 and use the bulk of the proceeds to repay its term
loan as a condition to extending the credit facility maturity to
March 2015 from March 2013. Moody's initiated the review of Media
General's B3 Corporate Family Rating (CFR), B3 Probability of
Default Rating (PDR), and B3 senior secured note rating on
February 13, 2012. Media General's speculative-grade liquidity
remains at SGL-4 as the contingencies related to the credit
facility maturity extension have not been resolved.


MEDIA GENERAL: Moody's Cuts CFR/PDR to 'Caa1'; Outlook Stable
-------------------------------------------------------------
Moody's Investors Service downgraded Media General, Inc.'s
Corporate Family Rating (CFR), Probability of Default Rating (PDR)
and senior secured notes due 2017 rating to Caa1 from B3,
concluding the review for downgrade initiated on February 13,
2012. The downgrade reflects the significant increase in interest
expense associated with the company's credit facility amend and
extend transaction and an assumed issuance of at least $225
million of new notes, which will result in limited free cash flow
generation and constrain Media General's capacity to reduce its
very high leverage. The weak free cash flow and high leverage
create vulnerability to changes in the company's highly cyclical
revenue and EBITDA generation. The rating outlook is stable.

Media General intends to utilize the net proceeds from an assumed
bond offering to fund at least a $190 million pay down of its
senior secured term loan as well as a liquidity reserve account.
Completing the bond offering and term loan pay down by May 25,
2012 are conditions to extending the maturity of Media General's
credit facility from March 2013 to March 2015. Moody's anticipates
in the rating that Media General will be able to complete the bond
offering, but an inability to do so and extend the credit facility
maturity would heighten liquidity pressure and increase near-term
default risk. Debt will increase and Moody's estimates Media
General's annual run rate cash interest expense will rise by
approximately $25 million as a result of the transactions.

Downgrades:

  Issuer: Media General, Inc.

     Corporate Family Rating, Downgraded to Caa1 from B3

     Probability of Default Rating, Downgraded to Caa1 from B3

     Senior Secured Regular Bond/Debenture, Downgraded to Caa1,
     LGD3 - 46% from B3, LGD3 - 44%

Outlook Actions:

  Issuer: Media General, Inc.

     Outlook, Changed To Stable From Rating Under Review

Rating Rationale

Media General's Caa1 CFR reflects the company's good local market
media position, vulnerability to cyclical advertising downturns,
very high leverage, limited free cash flow generation, and
restructuring risk absent an improvement in earnings or a
reduction of cash interest costs. The company has good local news
and information infrastructure, strong local advertiser
relationships, and markets with generally favorable long-term
growth prospects. Revenue is concentrated in the Southeast and is
vulnerable to cyclical client spending, which creates heightened
risk that the company would not be able to manage its high
leverage position if the U.S. economy were to weaken. Media
General's mature newspapers and, to a much lesser extent,
broadcast properties are also facing increasing competition as
media consumption habits shift to online and digital platforms.
Moody's believes this will pressure print advertising volumes and
weaken pricing power over the long-term. High debt-to-EBITDA
leverage (7.8x FY 2011 incorporating Moody's standard adjustments
and the average EBITDA for the last two years) and limited free
cash flow generation reduce financial flexibility to manage the
operating, cyclical and refinancing challenges. Moody's believes
that, over the intermediate term, Media General will have
difficulty reducing its total debt-to-EBITDA leverage ratio
(averaged over even and odd years to account for political
advertising revenue patterns; the ratio was approximately 6.3x as
of 12/25/11) to the 5.0x long-term target it announced on April 9,
2012 based on projected earnings and cash flow levels.

A refinancing would favorably extend maturities and provide Media
General additional time to execute its strategy to grow revenue,
rationalize operating costs, and dispose of its publishing assets.
Moody's projects Media General's EBITDA will increase
approximately 40% in 2012 and that the company will generate
approximately $10-15 million of free cash flow during the year.
Moody's expects a continued recovery in automotive advertising and
the lift from political and Olympic advertising will boost
broadcast earnings significantly while sizable cost reductions
will lead to flat to slightly higher earnings at its publishing
properties. Moody's expects Media General will have negative free
cash flow in 2013 during the off-political year with minimal to
negative combined free cash flow for 2012 and 2013.

Media General would still have intermediate-term refinancing risk
if the assumed bond offering is completed, with approximately $170
million of term loans due in March 2015 and $300 million of
existing senior secured notes due in February 2017 (the maturity
date of the assumed notes has yet to be determined). Moody's
believes Media General's limited free cash flow generation and
high leverage could create elevated restructuring risk as it seeks
to address these maturities. However, Moody's believes recovery
would be reasonably good if the company were to default as Media
General's average 2011-2012 broadcast EBITDA is projected to be in
a $100-$110 million range. Depending on valuation multiples and
performance at the time of any restructuring, this level of
broadcast earnings should provide better than average recovery of
Media General's approximate $700 million of debt pro forma for the
refinancing.

Moody's believes that Media General's announced plan to divest its
publishing assets favorably clarifies the strategic focus of the
company on broadcast and digital assets. Moody's nevertheless
believes a transaction would be leveraging to Media General as
expected sale multiples for newspaper assets (mid to low 4x range
based on recent transactions) will be below its current leverage.
Media General estimates approximately 60% of its $181 million
under-funded pension obligation (as of 12/25/11 including $49
million under non-qualified plans) are associated with its
publishing assets. Depending on how a sale is structured, Media
General could reduce its cash interest costs modestly as well as
required pension contributions and capital spending. Moody's
expects a sale would reduce the company's free cash flow
generation and a sale of higher multiple broadcast stations could
be necessary to reduce debt and leverage if earnings do not
improve. Moody's does not currently expect the divestiture of
publishing assets would affect Media General's CFR, but the final
terms of any transaction would need to be evaluated.

Media General's current SGL-4 speculative-grade liquidity
assessment reflects the maturity of the $363 million term loan in
March 2013. If the assumed bond offering and credit facility
maturity extension are completed, Moody's expects to change the
speculative-grade liquidity assessment to SGL-3 from SGL-4. The
change would reflect the relief from a near-term maturity due to
the two-year credit facility extension as well as the additional
headroom under the amended credit facility financial maintenance
covenants. Media General's adequate liquidity position would
reflect its modest cash balance ($23 million as of 12/25/11),
modest projected free cash flow generation in 2012, and the
absence of debt maturities until March 2015. Moody's expects the
EBITDA cushion within Media General's amended financial
maintenance covenants to exceed 10% over the next 12-15 months. As
part of Media General's March 20, 2012 credit facility amendment,
the revolver commitment was reduced to $45 million from $70
million. The revolver will be further reduced to the extent Media
General deposits funds in a liquidity account, although the
combination of the revolver commitment and liquidity account will
be at least $60 million.

The stable rating outlook reflects Moody's assumption that Media
General will complete its bond offering and term loan pay down by
May 25, 2012 such that the maturity of the credit facility is
extended to March 2015 and near-term default risk is reduced.
Moody's also expects modest economic growth and a stronger year
for broadcast operations will lead to positive free cash flow
generation in 2012.

Media General's ratings could be downgraded if it does not
complete the assumed bond offering and credit facility maturity
extension, or the cost of the assumed bond is higher than
anticipated. Subsequent to the refinancing transactions, the
ratings could be downgraded if free cash flow is negative, if a
deterioration of liquidity or operating performance increases the
risk of default, the U.S. or Southeastern U.S. economy were to
weaken, or if Moody's expects recovery prospects to weaken. If
Moody's anticipates recovery prospects will remain above average
while default risk grows, the CFR could remain at Caa1 or be
subject to less downward pressure than the PDR rating.

Moody's could consider an upgrade if Media General generates
consistent positive free cash flow due to an asset sale,
operational/economic improvement or reduction in borrowing costs,
reduces debt and leverage, and maintains a good liquidity position
with reasonable prospects for refinancing maturities. Media
General would need to maintain average two-year debt-to-EBITDA
leverage below 7.0x to be considered for an upgrade.

The principal methodology used in rating Media General was the
Global Broadcast Industry Methodology published in June 2008.
Other methodologies used include Loss Given Default for
Speculative Grade Issuers in the US, Canada, and EMEA, published
June 2009.

Media General, headquartered in Richmond, VA, is a local news,
information and entertainment provider. The company operates 18
television stations, 20 daily newspapers, more than 200 other
publications, and online enterprises primarily in the Southeastern
United States. Media General's revenue averaged approximately $650
million in the years ended December 2010 and 2011.


MORTGAGES LTD: Former Officers to Get $3.7MM From D&O Insurer
-------------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that an Arizona federal
judge affirmed a settlement Monday in which Westchester Fire
Insurance Co. will pay ex-Mortgages Ltd. officers and directors
$3.7 million under a policy issued before the company went
bankrupt and was accused of operating a Ponzi scheme.

Law360 says the deal ends an interpleader complaint Westchester
filed seeking a declaration that the money it owed to the ML
Liquidating Trust and former directors and officers of Mortgages
Ltd. was limited to the $3.7 million figure.

                       About Mortgages Ltd.

Mortgages Ltd. was the subject of an involuntary Chapter 7
petition dated June 20, 2008, filed by KGM Builders Inc. -- a
contractor for Grace Communities, a borrower of the company --
in the U.S. Bankruptcy Court for the District of Arizona.  Central
& Monroe LLC and Osborn III Partners LLC, divisions of Grace
Communities, sought the appointment of an interim trustee for
Mortgages Ltd. in the Chapter 7 proceeding.

Mortgages Ltd. faced lawsuits filed by Grace Communities and
Rightpath Limited Development Group for its alleged failure to
fully fund loans.  Mortgages Ltd. denied the charges.

The Debtor's case was converted to a chapter 11 proceeding (Bankr.
D. Ariz. Case No. 08-07465) on June 24, 2008.  Judge Sarah
Sharer Curley presided over the case.  Carolyn Johnsen, Esq., and
Bradley Stevens, Esq., at Jennings, Strouss & Salmon P.L.C.,
replaced Todd A. Burgess, Esq., at Greenberg Traurig LLP, as
counsel to the Debtor.  As of Dec. 31, 2007, the Debtor had total
assets of $358,416,681 and total debts of $350,169,423.

Mortgages Ltd. was reorganized pursuant to a plan that was
confirmed by the Bankruptcy Court on March 20, 2009.  As part of
the Plan, ML Manager LLC was created to manage and operate the
loans in the portfolio.  The original investors for the most part
transferred their interests to 49 separate Loan LLC's.  A number
of investors, referred to as "pass through investors" did not
transfer their interests.  As part of the Plan, ML Manager took
out $20 million in exit financing to help keep the company afloat
during the reorganization.


MSR RESORT: Court Extends Exclusive Filing of Plan Until May 21
---------------------------------------------------------------
The Hon. Sean H. Lane of the U.S. Bankruptcy Court for the
Southern District of New York further extended, at the behest of
MSR Resort Golf Course LLC, et al., the period during which only
the Debtors may file a Chapter 11 plan and solicit acceptances of
the plan.  The Debtors are given until May 21, 2012, to
exclusively file a plan, and until July 21, 2012, to solicit
acceptances of that plan.

Provided, however, that if the Court enters an order approving a
settlement between the Debtors and the Creditors' Committee
regarding the Creditors' Committee's informal objection to the
Debtors' request for extension before May 21, 2012, the request
will be deemed granted without further hearing or court order, the
hearing to consider the request will be vacated, the exclusive
filing period will be further extended through and including
June 24, 2012, and the exclusive solicitation period will be
further extended through and including Aug. 24, 2012.

The objection deadline of the Creditors' Committee to the Debtors'
request is extended to May 10, 2012, at 4:00 p.m., prevailing
Eastern Time.  The reply deadline of the Debtors is extended to
May 15, 2012, at 12:00 p.m., prevailing Eastern Time.

The hearing date to consider the extension of the exclusive
periods is rescheduled to May 17, 2012, at 11:00 a.m., prevailing
Eastern Time.

                         About MSR Resort

MSR Hotels & Resorts, formerly known as CNL Hotels & Resorts Inc.,
owns a portfolio of eight luxury hotels with over 5,500 guest
rooms, including the Arizona Biltmore Resort & Spa in Phoenix, the
Ritz-Carlton in Orlando, Fla., and Hawaii's Grand Wailea Resort
Hotel & Spa in Maui.

On Jan. 28, 2011, CNL-AB LLC acquired the equity interests in the
portfolio through a foreclosure proceeding.  CNL-AB LLC is a joint
venture consisting of affiliates of Paulson & Co. Inc., a joint
venture affiliated with Winthrop Realty Trust, and affiliates of
Capital Trust, Inc.

Morgan Stanley's CNL Hotels & Resorts Inc. owned the resorts
before the Jan. 28 foreclosure.

Following the acquisition, five of the resorts with mortgage debt
scheduled to mature on Feb. 1, 2011, were sent to Chapter 11
bankruptcy by the Paulson and Winthrop joint venture affiliates.
MSR Resort Golf Course LLC and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 11-10372) in Manhattan
on Feb. 1, 2011.  The resorts subject to the filings are Grand
Wailea Resort and Spa, Arizona Biltmore Resort and Spa, La Quinta
Resort and Club and PGA West, Doral Golf Resort and Spa, and
Claremont Resort and Spa.

James H.M. Sprayregen, P.C., Esq., Paul M. Basta, Esq., Edward O.
Sassower, Esq., and Chad J. Husnick, Esq., at Kirkland & Ellis,
LLP, serve as the Debtors' bankruptcy counsel.  Houlihan Lokey
Capital, Inc., is the Debtors' financial advisor.  Kurtzman Carson
Consultants LLC is the Debtors' claims agent.

The five resorts had $2.2 billion in assets and $1.9 billion in
debt as of Nov. 30, 2010, according to court filings.  In its
schedules, debtor MSR Resort disclosed $59,399,666 in total assets
and $1,013,213,968 in total liabilities.

The resorts have agreement with lenders allowing the companies to
remain in Chapter 11 at least until September 2012.  Donald Trump
has a contract to buy the Doral Golf Resort and Spa in Miami for
$170 million. There will be an auction to learn if there is a
better bid. The resorts have said that Trump's offer price implies
a value for all the properties "significantly" exceeding the
$1.5 billion in debt.

The Official Committee of Unsecured Creditors is represented by
Martin G. Bunin, Esq., and Craig E. Freeman, Esq., at Alston &
Bird LLP, in New York.


MSR RESORT: Gets 90-Day Extension to Decide on Operating Leases
---------------------------------------------------------------
The Hon. Sean H. Lane of the U.S. Bankruptcy Court for the
Southern District of New York further extended, at the behest of
MSR Resort Golf Course LLC, et al., the deadline for the Debtors
to assume or reject certain operating leases by 90 days, until
July 28, 2012.

A copy of the list of the leases is available for free at:

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

Each of the Debtor fee owners of the resorts are parties to
certain operating leases with the Debtor operating lessees, which
are outside of the fee ownership chain.  The treatment of the
Operating Leases is an integral component of the Debtors'
remaining value-maximizing initiative -- the restructuring of
their obligations under their resort management and branding
agreements.  In particular, the Debtors believe there is a
valuable opportunity with respect to the management and branding
agreements at the resorts managed by Hilton.

The treatment of the Hilton Management Agreements is subject in
part to the adversary proceeding commenced by the Debtors, seeking
a declaratory judgment that Hilton is equitably estopped from
enforcing the terms of certain non-disturbance and attornment
agreements.  On March 13 and 14, 2012, the Debtors and Hilton
conducted a trial on the merits.  The outcome of the estoppel
litigation will significantly inform the Debtors' next steps with
respect to the Hilton Management Agreements.

The Debtors need an extension to decide on the Operating Leases to
facilitate their restructuring.  The Debtors and their advisors
require additional time to solicit proposals from and negotiate
agreements with alternative independent and brand managers.  To
the extent the Debtors terminate the Hilton Management Agreements,
the Debtors will require additional time to transition the resorts
managed by Hilton to a new manager while maintaining compliance
with certain real estate investment trust requirements.  With
respect to the Operating Lease for the Doral, the Debtors seek to
extend the period to assume or reject the Operating Lease to
facilitate the closing of the sale of the Doral.

Paul M. Basta, Esq., at Kirkland & Ellis LLP, the attorney for the
Debtors, stated, "It would not be prudent for the Debtors to make
determinations concerning the assumption or rejection of the
Operating Leases on or before July 28, 2012.  The Debtors are
awaiting the outcome the estoppel litigation with Hilton,
soliciting proposals from and negotiating agreements with
alternative resort managers, and working to close the Doral sale.
The requested extension will provide the Debtors with the
additional time necessary to bring these efforts to fruition."

                         About MSR Resort

MSR Hotels & Resorts, formerly known as CNL Hotels & Resorts Inc.,
owns a portfolio of eight luxury hotels with over 5,500 guest
rooms, including the Arizona Biltmore Resort & Spa in Phoenix, the
Ritz-Carlton in Orlando, Fla., and Hawaii's Grand Wailea Resort
Hotel & Spa in Maui.

On Jan. 28, 2011, CNL-AB LLC acquired the equity interests in the
portfolio through a foreclosure proceeding.  CNL-AB LLC is a joint
venture consisting of affiliates of Paulson & Co. Inc., a joint
venture affiliated with Winthrop Realty Trust, and affiliates of
Capital Trust, Inc.

Morgan Stanley's CNL Hotels & Resorts Inc. owned the resorts
before the Jan. 28 foreclosure.

Following the acquisition, five of the resorts with mortgage debt
scheduled to mature on Feb. 1, 2011, were sent to Chapter 11
bankruptcy by the Paulson and Winthrop joint venture affiliates.
MSR Resort Golf Course LLC and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 11-10372) in Manhattan
on Feb. 1, 2011.  The resorts subject to the filings are Grand
Wailea Resort and Spa, Arizona Biltmore Resort and Spa, La Quinta
Resort and Club and PGA West, Doral Golf Resort and Spa, and
Claremont Resort and Spa.

James H.M. Sprayregen, P.C., Esq., Paul M. Basta, Esq., Edward O.
Sassower, Esq., and Chad J. Husnick, Esq., at Kirkland & Ellis,
LLP, serve as the Debtors' bankruptcy counsel.  Houlihan Lokey
Capital, Inc., is the Debtors' financial advisor.  Kurtzman Carson
Consultants LLC is the Debtors' claims agent.

The five resorts had $2.2 billion in assets and $1.9 billion in
debt as of Nov. 30, 2010, according to court filings.  In its
schedules, debtor MSR Resort disclosed $59,399,666 in total assets
and $1,013,213,968 in total liabilities.

The resorts have agreement with lenders allowing the companies to
remain in Chapter 11 at least until September 2012.  Donald Trump
has a contract to buy the Doral Golf Resort and Spa in Miami for
$170 million. There will be an auction to learn if there is a
better bid. The resorts have said that Trump's offer price implies
a value for all the properties "significantly" exceeding the
$1.5 billion in debt.

The Official Committee of Unsecured Creditors is represented by
Martin G. Bunin, Esq., and Craig E. Freeman, Esq., at Alston &
Bird LLP, in New York.


NEBRASKA BOOK: April 13 Hearing on $80MM Term Loan Offering Set
---------------------------------------------------------------
Nebraska Book Company, Inc., et al., ask the U.S. Bankruptcy Court
for the District of Delaware to approve:

   a) procedures for the implementation of the $80 million new
money first lien term loan offering contemplated by the Debtors'
plan of reorganization;

   b) the form entitled "Indication of Accredited Investor
Status" to be completed by certain holders of 10% senior secured
notes due 2011, to indicate whether or not the holders are
eligible to participate in the Term Loan Offering;

   c) the form pursuant to which certain holders of Senior Secured
Notes will exercise rights to participate in the Term Loan
Offering; and

   d) the execution and implementation of that certain backstop
agreement by and among the Debtors and the Senior Secured
Noteholders party thereto, and the payment of certain fees and
expenses in connection therewith.

The Debtors have reached agreement with approximately 73% of their
Senior Secured Noteholders and over two-thirds in amount of the
holders of the Debtors' 8.625% senior subordinated notes due 2012
regarding the terms of the Amended Plan, of which the $80 million
new money first lien term loan and opportunity to backstop the
Term Loan were essential parts.

The Backstop Agreement ensures that the Debtors will receive the
full $80 million of new capital necessary to emerge from Chapter
11 regardless of whether each of the Senior Secured Noteholders
elects to contribute their pro rata share towards funding the Term
Loan.

A full-text copy of the loan offering procedures is available for
free at:

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

The Debtors set a bankruptcy court hearing on April 13, 2012, at
10:00 a.m. ET, on the approval of the term loan.

                        About Nebraska Book

Lincoln, Nebraska-based Nebraska Book Company, Inc., is one of the
leading providers of new and used textbooks for college students
in the United States.  Nebraska Book and seven affiliates filed
separate Chapter 11 petitions (Bankr. D. Del. Case Nos. 11-12002
to 11-12009) on June 27, 2011.  Hon. Peter J. Walsh presides over
the case.  Lawyers at Kirkland & Ellis LLP and Pachulski Stang
Ziehl & Jones LLP, serve as the Debtors' bankruptcy counsel.  The
Debtors; restructuring advisors are AlixPartners LLC; the
investment bankers are Rothschild, Inc.; the auditors are Deloitte
& Touche LLP; and the claims agent is Kurtzman Carson Consultants
LLC.  As of the Petition Date, the Debtors had consolidated assets
of $657,215,757 and debts of $563,973,688.

JPMorgan Chase Bank N.A., as administrative agent for the DIP
lenders, is represented by lawyers at Richards, Layton & Finger,
P.A., and Simpson Thacher & Bartlett LLP.  J.P. Morgan Investment
Management Inc., the DIP arranger, is represented by lawyers at
Bayard, P.A., and Willkie Farr & Gallagher LLP.

An ad hoc committee of holders of more than 50% of the Debtors'
Second Lien Notes is represented by lawyers at Brown Rudnick.  An
ad hoc committee of holders of the Debtors' 8.625% unsecured
notes are represented by Milbank, Tweed, Hadley & McCloy LLP.

The Official Committee of Unsecured Creditors selected Lowenstein
Sandler LLP and Stevens & Lee, P.C., as lawyers and Mesirow
Financial Inc. as financial advisers.

Nebraska Book has been unable to confirm a pre-packaged Chapter 11
plan that would have swapped some of the existing debt for new
debt, cash and the new stock, due to an inability to secure
$250 million in exit financing.


NEVADA CANCER: Court Approves Piercy Bowler as Auditor
------------------------------------------------------
Nevada Cancer Institute sought and obtained approval from the
Bankruptcy Court to employ Piercy Bowler Taylor & Kern as auditor.

Both before and after the Chapter 11 petition date, the Debtor has
received charitable donations for the specific purpose of engaging
an auditor to audit the Debtor's 2010, 2011, and 2012 financial
statements and its 2011 and 2012 employee benefit plans.

The Debtor requires the auditing services to (i) comply with the
terms of many of its grants and donations, (ii) comply with its
annual reporting obligation under the Employee Retirement Income
Security Act of 1974, (iii) maintain eligibility for federal
financial assistance, and (iv) attract grants and donations going
forward, as many philanthropic supporters of the Debtor are
sophisticated donors who require that the Debtor obtain audited
financial statements.  Consequently, the Debtor believes that the
retention of PBTK is in the best interests of its estate and
creditors.

The Debtor further believes that the compensation to be paid to
PBTK is fair and reasonable given the scope of the services to be
provided by PBTK.

PBTK did not provide services to the Debtor prepetition, and does
not hold a prepetition claim against the Debtor.

The Debtor has agreed to pay PBTK's professional fees on account
of services provided to the Debtor at PBTK's hourly rates and
reimburse PBTK for costs and expenses incurred by PBTK in
connection with this engagement.  PBTK's current hourly rates
range from $290 to $430 for principals, $205 to $235 for managers,
$135 to $220 for senior associates, and $100 to $125 for staff
associates.  However, in light of the Debtor's nonprofit status
and philanthropic mission, PBTK has agreed to discount the rates
of the professionals.

                        About Nevada Cancer

Founded in 2002, Nevada Cancer Institute is a nonprofit cancer
institute committed to advancing the frontiers of knowledge of
cancer and reducing the burden of cancer on the people of Nevada..
It formerly maintained a state-of-the-art outpatient cancer
treatment and research facility in the Summerlin area of Las
Vegas.

Nevada Cancer Institute filed for bankruptcy (Bankr. D. Nev. Case
No. 11-28676) on Dec. 2, 2011, blaming mounting financial
pressures arising from the protracted decline in the economy,
decreases in medical reimbursement rates from managed care payor
entities, increases in operational costs, decreases in the amount
and availability of charitable donations, a reduction in research
funding opportunities and increased competition.  Lisa Madar
signed the petition as secretary.

Klee, Tuchin, Bogdanoff & Stern LLP, serves as the Debtor's
bankruptcy counsel; Lewis and Roca LLP as reorganization co-
counsel; Alvarez & Marsal Healthcare Industry Group LLC as the
Debtor's restructuring advisors.  Kurtzman Carson Consultants LLC
serves as the Debtor's claims and noticing agent.

Chief Bankruptcy Judge Mike K. Nakagawa, who oversees the case,
ruled in January that the appointment of a patient care ombudsman
is not necessary.

Robert J. Feinstein, Esq., Samuel R. Maizel, Esq., and Shirley s.
Cho., at Pachulski Stang Ziehl & Jones LLP, represents the
Official Committee of Unsecured Creditors as counsel.  Lenard E.
Schwartzer, Esq., and Jeanette E. McPherson, Esq., at Schwartzer &
McPherson Law Firm, represents the Committee as local counsel.

Counsel for Bank of America, N.A., as agent for the prepetition
lenders, are Craig A. Barbarosh, Esq., and Karen B. Dine, Esq., at
Pillsbury Winthrop Shaw Pittman LLP.

The Debtor underwent a significant prepetition operational
restructuring, and, after filing for bankruptcy, sold key assets
to the Regents of the University of California, on behalf of its
UC San Diego Health System, for $18 million in a Court-approved
sale pursuant to Bankruptcy Code section 363 that closed Jan. 31,
2012.  The Regents of the University of California on behalf of
its UC San Diego Health System, is represented by James W. Kapp,
III, Esq., and Gary B. Gertler, Esq., at McDermott Will & Emery.

The Debtor has filed a Chapter 11 plan.  The hearing to confirm
the plan is set for April 23, 2012.


NEVADA CANCER: Court OKs GFBunting to Provide Plan PR
-----------------------------------------------------
Nevada Cancer Institute sought and obtained approval to employ of
GFBunting LLC as communications consultant.  Bunting will to
provide strategic communications and public relations services to
the Debtor, as the Debtor repositions itself and its fundraising
efforts following closure of the UC San Diego Health System sale,
completes the chapter 11 process, and prepares to emerge from
chapter 11 pursuant to its proposed plan of reorganization. In
light of the Debtor's philanthropic mission, Bunting has agreed to
provide these services on a pro bono basis, subject to the
provision of an indemnity, and the payment of certain fees and
expenses if Bunting ever becomes subject to legal process as a
result of this assignment.

                        About Nevada Cancer

Founded in 2002, Nevada Cancer Institute is a nonprofit cancer
institute committed to advancing the frontiers of knowledge of
cancer and reducing the burden of cancer on the people of Nevada..
It formerly maintained a state-of-the-art outpatient cancer
treatment and research facility in the Summerlin area of Las
Vegas.

Nevada Cancer Institute filed for bankruptcy (Bankr. D. Nev. Case
No. 11-28676) on Dec. 2, 2011, blaming mounting financial
pressures arising from the protracted decline in the economy,
decreases in medical reimbursement rates from managed care payor
entities, increases in operational costs, decreases in the amount
and availability of charitable donations, a reduction in research
funding opportunities and increased competition.  Lisa Madar
signed the petition as secretary.

Klee, Tuchin, Bogdanoff & Stern LLP, serves as the Debtor's
bankruptcy counsel; Lewis and Roca LLP as reorganization co-
counsel; Alvarez & Marsal Healthcare Industry Group LLC as the
Debtor's restructuring advisors.  Kurtzman Carson Consultants LLC
serves as the Debtor's claims and noticing agent.

Chief Bankruptcy Judge Mike K. Nakagawa, who oversees the case,
ruled in January that the appointment of a patient care ombudsman
is not necessary.

Robert J. Feinstein, Esq., Samuel R. Maizel, Esq., and Shirley s.
Cho., at Pachulski Stang Ziehl & Jones LLP, represents the
Official Committee of Unsecured Creditors as counsel.  Lenard E.
Schwartzer, Esq., and Jeanette E. McPherson, Esq., at Schwartzer &
McPherson Law Firm, represents the Committee as local counsel.

Counsel for Bank of America, N.A., as agent for the prepetition
lenders, are Craig A. Barbarosh, Esq., and Karen B. Dine, Esq., at
Pillsbury Winthrop Shaw Pittman LLP.

The Debtor underwent a significant prepetition operational
restructuring, and, after filing for bankruptcy, sold key assets
to the Regents of the University of California, on behalf of its
UC San Diego Health System, for $18 million in a Court-approved
sale pursuant to Bankruptcy Code section 363 that closed Jan. 31,
2012.  The Regents of the University of California on behalf of
its UC San Diego Health System, is represented by James W. Kapp,
III, Esq., and Gary B. Gertler, Esq., at McDermott Will & Emery.

The Debtor has filed a Chapter 11 plan.  The hearing to confirm
the plan is set for April 23, 2012.


NEVADA CANCER: Exclusive Plan Filing Period Extended to May 30
--------------------------------------------------------------
The U.S. Bankruptcy Court has approved Nevada Cancer Institute's
motion to extend its exclusive period to file a chapter 11 plan to
May 30, 2012, and exclusive period to solicit acceptances of the
plan to July 30, 2012.

                        About Nevada Cancer

Founded in 2002, Nevada Cancer Institute is a nonprofit cancer
institute committed to advancing the frontiers of knowledge of
cancer and reducing the burden of cancer on the people of Nevada..
It formerly maintained a state-of-the-art outpatient cancer
treatment and research facility in the Summerlin area of Las
Vegas.

Nevada Cancer Institute filed for bankruptcy (Bankr. D. Nev. Case
No. 11-28676) on Dec. 2, 2011, blaming mounting financial
pressures arising from the protracted decline in the economy,
decreases in medical reimbursement rates from managed care payor
entities, increases in operational costs, decreases in the amount
and availability of charitable donations, a reduction in research
funding opportunities and increased competition.  Lisa Madar
signed the petition as secretary.

Klee, Tuchin, Bogdanoff & Stern LLP, serves as the Debtor's
bankruptcy counsel; Lewis and Roca LLP as reorganization co-
counsel; Alvarez & Marsal Healthcare Industry Group LLC as the
Debtor's restructuring advisors.  Kurtzman Carson Consultants LLC
serves as the Debtor's claims and noticing agent.

Chief Bankruptcy Judge Mike K. Nakagawa, who oversees the case,
ruled in January that the appointment of a patient care ombudsman
is not necessary.

Robert J. Feinstein, Esq., Samuel R. Maizel, Esq., and Shirley s.
Cho., at Pachulski Stang Ziehl & Jones LLP, represents the
Official Committee of Unsecured Creditors as counsel.  Lenard E.
Schwartzer, Esq., and Jeanette E. McPherson, Esq., at Schwartzer &
McPherson Law Firm, represents the Committee as local counsel.

Counsel for Bank of America, N.A., as agent for the prepetition
lenders, are Craig A. Barbarosh, Esq., and Karen B. Dine, Esq., at
Pillsbury Winthrop Shaw Pittman LLP.

The Debtor underwent a significant prepetition operational
restructuring, and, after filing for bankruptcy, sold key assets
to the Regents of the University of California, on behalf of its
UC San Diego Health System, for $18 million in a Court-approved
sale pursuant to Bankruptcy Code section 363 that closed Jan. 31,
2012.  The Regents of the University of California on behalf of
its UC San Diego Health System, is represented by James W. Kapp,
III, Esq., and Gary B. Gertler, Esq., at McDermott Will & Emery.

The Debtor has filed a Chapter 11 plan.  The hearing to confirm
the plan is set for April 23, 2012.


NEWPAGE CORP: Reports $524 Million Net Loss in 2011
---------------------------------------------------
NewPage Group said net income (loss) was $(524) million in 2011
compared to $(693) million in 2010.

NewPage said net sales for 2011 were $3.502 billion compared to
$3.596 billion for 2010, a decrease of $94 million or 3%.  NewPage
said net sales were affected primarily by higher paper prices,
more than offset by lower sales volume.  Average paper prices
increased to $886 per ton in 2011 compared to $823 per ton in
2010.  Sales volume decreased to 3,954,000 tons in 2011 compared
to 4,370,000 tons in 2010 as a result of the shutdown of the
Company's Whiting mill in February 2011 and the Port Hawkesbury
mill in September 2011.

Reorganization items, which represent revenues, expenses, gains
and losses directly related to the reorganization process under
the Chapter 11, net in 2011 include $22 million in debtor-in-
possession financing costs, $21 million in professional fees
associated with the Chapter 11 proceedings, $14 million for the
write-off of intercompany receivables with the Company's non-
debtor subsidiary, Consolidated Water Power Company, $12 million
for the write-off of pre-petition debt discounts, premiums and
deferred financing costs, $28 million in charges to adjust
reserves to estimated allowed claims, $4 million in charges
associated with rejected executory contracts, $2 million
associated with the termination of a non-qualified defined benefit
pension plan resulting in the reclassification of unrealized
actuarial losses from accumulated other comprehensive income
(loss) to reorganization items and $1 million in other bankruptcy
related expenses.  The expenses were partially offset by a gain of
$(18) million relating to the deconsolidation of NPPH.

Total liquidity at Dec. 31, 2011, was $254 million, consisting of
$127 million of availability under the DIP revolving credit
facility and $142 million of available cash and cash equivalents,
reduced by a required $15 million of minimum cash and cash
equivalents on hand.

                        About NewPage Group

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 Group, NewPage Holding, NewPage, and certain of their U.S.
subsidiaries commenced Chapter 11 voluntary cases (Bankr. D. Del.
Case Nos. 11-12804 through 11-12817) on Sept. 7, 2011.  Its
subsidiary, Consolidated Water Power Company, is not a part of the
Chapter 11 proceedings.

Separately, on Sept. 6, 2011, its Canadian subsidiary, NewPage
Port Hawkesbury Corp., brought a motion before the Supreme Court
of Nova Scotia to commence proceedings to seek creditor protection
under the Companies? Creditors Arrangement Act of Canada.  NPPH is
under the jurisdiction of the Canadian court and the court-
appointed Monitor, Ernst & Young in the CCAA Proceedings.

Initial orders were issued by the Supreme Court of Nova Scotia on
Sept. 9, 2011 commencing the CCAA Proceedings and approving a
settlement and transition agreement transferring certain current
assets to NewPage against a settlement payment of $25 million and
in exchange for being relieved of all liability associated with
NPPH.  On Sept. 16, 2011, production ceased at NPPH.

Martin J. Bienenstock, Esq., Judy G.Z. Liu, Esq., and Philip M.
Abelson, Esq., Dewey & LeBoeuf LLP, in New York, serve as counsel
in the Chapter 11 case.  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.

The Official Committee of Unsecured Creditors 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.


NEWPAGE CORP: Panel Wants Wilmington Trust's Claim Disallowed
-------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Newpage Corporation, et al., asks the U.S. Bankruptcy
Court for the District of Delaware to (i) sustain its objection;
disallow any administrative claim asserted by Wilmington Trust
Company arising from rent payable under the financing agreements;
and recharacterize the financing agreement as financing
arrangement.

Wilmington is the owner trustee under that certain financing
agreement dated as of Dec. 23, 1997.

According to the Committee, among other things:

   -- Wilmington Trust's alleged security interest in paper
machine 35 is unperfected; and

   -- the financing agreement meets the "bright line" test for a
financing arrangement under the New York law -- a Court must look
to statelaw in order to determine whether an agreement is a true
lease or a financing arrangement for purposes of the Bankruptcy
Code.

The Committee set an April 25, 2012, hearing at 3:00 p.m. (ET) on
its objection to Wilmington Trust's claim.

In a separate filing, certain unaffiliated investors who are
holders of the (i) 10% senior secured notes due 2012 and (ii)
floating rate senior secured notes due 2012, issued by NewPage
Corporation, submit the joinder to the objection of the Committee
to claims of Wilmington Trust.

On Feb. 2, 2012, Wilmington Trust filed two proofs of claim
against Debtor NewPage Wisconsin Systems Inc., related to that
certain agreement dated as of Dec. 23, 1997, governing the use and
possession of a specialty coated paper machine, currently in the
possession of NewPage Wisconsin ? commonly referred to as PM 35.

                       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.


NORTHERN BERKSHIRE: Wins Confirmation of Chapter 11 Plan
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Northern Berkshire Healthcare Inc. won the signature
of the bankruptcy judge on a confirmation order April 10 approving
the Chapter 11 plan.

According to the report, the plan was negotiated with secured
bondholders owed $43.7 million.  The bondholders receive new debt,
for a projected 44 percent recovery. The Pension Benefit Guaranty
Corp., with a claim of $27.3 million, is in line for a 5 percent
recovery, just like other unsecured creditors with claims totaling
about $260,000.  Funds managed by Nuveen Investments Inc. hold a
"vast majority" of the bonds, a court filing showed.

                About Northern Berkshire Healthcare

Northern Berkshire Healthcare, Inc., is a non-profit healthcare
corporation in northern Berkshire County, Massachusetts.  Together
with its affiliates, Northern Berkshire Healthcare operates the
North Adams Regional Hospital and a visiting nurse association and
hospice in North Adams, Massachusetts.

Northern Berkshire Healthcare, Inc., North Adams Regional
Hospital, Inc., Visiting Nurse Association & Hospice of Northern
Berkshire, Inc., Northern Berkshire Healthcare Physicians Group,
Inc., and Northern Berkshire Realty, Inc., filed for Chapter 11
bankruptcy (Bankr. D. Mass. Case No. 11-31114) on June 13, 2011,
to address their overleveraged balance sheet and effect a
reorganization of their operations.  On the same day, Northern
Berkshire Community Services, Inc., filed a petition for Chapter 7
relief also in the District of Massachusetts bankruptcy court.

Judge Henry J. Boroff presides over the Debtors' cases.  Steven T.
Hoort, Esq., James A. Wright, III, Esq., Jonathan B. Lackow, Esq.,
and Matthew F. Burrows, Esq., at Ropes & Gray LLP, in Boston,
Mass., serve as the Debtors' bankruptcy counsel.  The Debtors'
Financial Advisors are Carl Marks Advisory Group LLC.  GCG Inc.
serves as claims and noticing agent.

Northern Berkshire disclosed $22,957,933 in assets and $53,379,652
in liabilities as of the Chapter 11 filing.  The petition was
signed by William F. Frado, Jr., president.

William K. Harrington, the U.S. Trustee for Region 1, appointed
five members to the official unsecured creditors' committee in the
Debtors' cases.  The Committee tapped Duane Morris LLP as its
counsel.


OILSANDS QUEST: Gets Chapter 15 Protection in District Court
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Calgary-based Oilsands Quest Inc. received protection
from creditors in the U.S. in a decision handed down March 29 by
U.S. District Judge Jed Rakoff.  The company was sued by class-
action plaintiffs in Rakoff's court in February 2011 for violating
laws related to the sale of securities in U.S. markets.
Plaintiffs in the class suit opposed giving the company protection
from creditors in the U.S., which would have the effect of halting
a scheduled trial in Judge Rakoff's court in the class-action
case. Judge Rakoff removed the Chapter 15 case from the bankruptcy
court and signed a two-page order saying that Canada is home to
the so-called foreign-main bankruptcy proceeding.  As a result,
Judge Rakoff halted the securities suit in his court.  Judge
Rakoff said he will file a longer opinion later.  The case in
district court is Collins v. Oilsands Quest Inc., 11-1288, U.S.
District Court, Southern District New York (Manhattan).

                       About Oilsands Quest

Oilsands Quest Inc. -- http://www.oilsandsquest.com/-- is
exploring and developing oil sands permits and licenses, located
in Saskatchewan and Alberta, and developing Saskatchewan's first
commercial oil sands discovery.

The Company reported a net loss of US$10.3 million for the six
months ended Oct. 31, 2011, compared with a net loss of
US$25.1 million for the six months ended Oct. 31, 2010.

The Company's balance sheet at Oct. 31, 2011, showed
US$156.6 million in total assets, US$33.3 million in total
liabilities, and stockholders' equity of US$123.3 million.  As at
Oct. 31, 2011, the Company had a deficit accumulated during the
development phase of US$721.7 million.

On Nov. 29, 2011, the Company and certain of its subsidiaries
voluntarily commenced proceedings under the CCAA obtaining an
Initial Order from the Court of Queen's Bench of Alberta (the
"Court"), in In re Oilsands Quest, Inc., et al., Case No. 1101-
16110.

The CCAA Proceedings were initiated by: Oilsands Quest, Oilsands
Quest Sask Inc., Township Petroleum Corporation, Stripper Energy
Services, Inc., 1291329 Alberta, Ltd., and Oilsands Quest
Technology, Inc.

Under the Initial Order, Ernst & Young, Inc., was appointed by the
Court to monitor the business and affairs of the Oilsands
Entities.  Neither of Oilsands' other subsidiaries, 1259882
Alberta, Ltd., and Western Petrochemical Corp., have filed for
creditor protection.

Oilsands Quest obtained a May 18, 2012 extension of the order
providing creditor protection under the Companies' Creditors
Arrangement Act (Canada).


PACIFIC AVENUE: EpiCentre Has New Owner and Confirmed Plan
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that EpiCentre had an approved bankruptcy reorganization
when the judge in Charlotte signed an order April 10 approving the
plan.  The plan gives ownership to secured lender Blue Air 2011
LLC in exchange for debt.  Blue Air guarantees that unsecured
creditors will split not less than $4 million.  From the total,
$3 million comes from a settlement with the company's principals
Afshin Ghazi and George H. Cornelson III.  When the Chapter 11
case began, the company said it owed $87.1 million to secured
lender Regions Bank, who later sold the debt to Blue Air.

                       About Pacific Avenue

Pacific Avenue, LLC, is a North Carolina limited liability company
whose principal place of business is located in Charlotte, North
Carolina.  Together with Pacific Avenue II, LLC, the Company owns
and operates the EpiCentre, a mixed-use commercial development
consisting of approximately 302,000 rentable square feet of office
and retail/entertainment space, plus an underground parking deck,
located at 210 E. Trade St. in the city block surrounded by the
light rail line, Fourth Street, College Street, and Trade Street
in uptown Charlotte, North Carolina.  The companies were led by
Afshin Ghazi.

Pacific Avenue LLC filed for Chapter 11 bankruptcy protection
(Bankr. W.D. N.C. Case No. 10-32093) on July 22, 2010.  Joseph W.
Grier, III, Esq., at Grier, Furr & Crisp, P.A., assists the
Company in its restructuring effort.  The Company estimated up to
$50,000 in assets and $50 million to $100 million in debts in its
bankruptcy petition.

The Company's affiliate, Pacific Avenue II, filed a separate
Chapter 11 petition.

Linda W. Simpson, the U.S. Bankruptcy Administrator for the
Western District of North Carolina, appointed six members to the
official committee of unsecured creditors in the Chapter 11 case
of Pacific Avenue LLC.


PACIFICA MESA: Court Issues Final Decree Closing Case
-----------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
granted Reorganized Pacifica Mesa Studios, LLC, a final decree
in connection with the Chapter 11 case, and closed the case.

Agoura Hills, California-based Pacifica Mesa Studios, LLC, dba
Albuquerque Studios and ABQ Studios, is a California limited
liability company that was formed for the purpose of developing
and running a state-of-the art production complex in Albuquerue,
New Mexico.  The Debtor is owned on a 50/50 basis by members
Harold Katersky and Dana Arnold.  The Debtor is the largest film
studio in New Mexico.

Pacifica filed for Chapter 11 bankruptcy protection (Bankr. C.D.
Calif. Case No. 10-18827) on July 20, 2010.  Steven T. Gubner,
Esq., at Ezra Brutzkus & Gubner, assists the Debtor in its
restructuring effort.  The Debtor estimated $50 million to
$100 million in assets and $100 million $500 million in
liabilities in its Chapter 11 petition.


PEMCO WORLD: Sec. 341 Creditors' Meeting Set for April 13
---------------------------------------------------------
Roberta A. DeAngelis, the U.S. Trustee for Region 3, will convene
a meeting of creditors pursuant to 11 U.S.C. Sec. 341(a) in the
Chapter 11 cases of Pemco World Air Services, Inc., and its
debtor-affiliates on April 13, 2012, at 11:00 a.m.  The meeting
will be held at J. Caleb Boggs Federal Building, Room 2112.

                  About Pemco World Air Services

Headquartered in Tampa, Florida, Pemco World Air Services --
http://www.pemcoair.com/-- performs large jet MRO services, and
has operations in Dothan, Alabama (military MRO and commercial
modification), Cincinnati/Northern Kentucky (regional aircraft
MRO), and partner operations in Asia.

Pemco filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case
No. 12-10799) on 5, 2012, with a $37.8 million DIP financing and a
"stalking horse" bid from an affiliate of its current owner, Sun
Aviation Services, LLC.

On April 4, the Bankruptcy Court approved bidding procedures that
will govern the sale of the Debtors' assets.  Sun is offering to
credit bid the pre-bankruptcy debt and financing it's providing
for the Chapter 11 case.  A Sun affiliate acquired the $31.8
million senior secured debt from Merrill Lynch Credit Products LLC
and is also the holder of a $5.6 million subordinated secured
loan.  In addition to the debt-for-ownership swap, Sun will pay
ordinary-course-of-business trade payables incurred during
bankruptcy that aren't already paid.

Competing bids are due May 23.  If bids are received, an auction
will be held May 30.  The sale hearing is set for June 1.
Objections to the sale may be filed by May 25.

Young Conaway Stargatt & Taylor, LLP has been tapped as general
bankruptcy counsel; Kirkland & Ellis LLP as special counsel for
tax and employee benefits issues; AlixPartners, LLP as financial
advisor; Bayshore Partners, LLC as investment banker; and Epiq
Bankruptcy Solutions LLC as notice and claims agent.


PEMCO WORLD: Cousins Chipman and Otterbourg to Represent Committee
------------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 cases of Pemco World Air Services, Inc., and its
debtor-affiliates is being represented in the case by Cousins
Chipman & Brown, LLP, and Otterbourg, Steindler, Houston & Rosen,
P.C.

Otterbourg lawyers working on the case on behalf of the Committee
are Jessica M. Ward, Esq., Gianfranco Finizio, Esq., David M.
Posner, Esq., and Jenette A. Barrow-Bosshart, Esq.  Kristin
McCloskey, Esq., Scott D. Cousins, Esq., and Mark D. Olivere,
Esq., at Cousins Chipman will also work on the case.

The Committee is expected to file applications with the Bankruptcy
Court for authority to employ the law firms.

Pursuant to Section 1102(a)(1) of the Bankruptcy Code, the U.S.
Trustee appointed members to the Committee of Unsecured Creditors
on March 14.  The Committee members are:

          1. International Association of Machinists & Aerospace
               Workers, AFL-CIO
             Attn: David Neigus
             9000 Machinists Place
             Upper Marlboro, MD 20772
             Tel: 301-967-4510
             Fax: 301-967-4594

          2. Kaiser Aircraft Industries, Inc.
             Attn: Randall C. Shealy
             1943 50th Street North
             Birmingham, AL 35212
             Tel: 205-510-4944
             Fax: 205-510-4889

          3. Regent Aerospace Corporation
             Attn: Steve Smith
             20110 W. Harrison Parkway
             Valencia, CA 91355
             Tel: 661-257-3000x113
             Fax: 661-257-6863

          4. Structural Integrity Engineering
             Attn: Matthew Creager
             9525 Vassar Ave.
             Chatsworth, CA 91311
             Tel: 818-406-5230
             Fax: 818-718-2212

          5. Goodrich Corporation
             Attn: Beth Hansen
             4 Coliseum Ctr.
             2730 West Tyvola Rd.
             Charlotte, NC 28217
             Tel: 704-423-8679
             Fax: 704-423-7017

Headquartered in Tampa, Florida, Pemco World Air Services --
http://www.pemcoair.com/-- performs large jet MRO services, and
has operations in Dothan, Alabama (military MRO and commercial
modification), Cincinnati/Northern Kentucky (regional aircraft
MRO), and partner operations in Asia.

Pemco filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case
No. 12-10799) on 5, 2012, with a $37.8 million DIP financing and a
"stalking horse" bid from an affiliate of its current owner, Sun
Aviation Services, LLC.

On April 4, the Bankruptcy Court approved bidding procedures that
will govern the sale of the Debtors' assets.  Sun is offering to
credit bid the pre-bankruptcy debt and financing it's providing
for the Chapter 11 case.  A Sun affiliate acquired the $31.8
million senior secured debt from Merrill Lynch Credit Products LLC
and is also the holder of a $5.6 million subordinated secured
loan.  In addition to the debt-for-ownership swap, Sun will pay
ordinary-course-of-business trade payables incurred during
bankruptcy that aren't already paid.

Competing bids are due May 23.  If bids are received, an auction
will be held May 30.  The sale hearing is set for June 1.
Objections to the sale may be filed by May 25.

Young Conaway Stargatt & Taylor, LLP has been tapped as general
bankruptcy counsel; Kirkland & Ellis LLP as special counsel for
tax and employee benefits issues; AlixPartners, LLP as financial
advisor; Bayshore Partners, LLC as investment banker; and Epiq
Bankruptcy Solutions LLC as notice and claims agent.


PEMCO WORLD: Taps AlixPartners LLP as Financial Advisor
-------------------------------------------------------
Pemco World Air Services, Inc., et al., ask the U.S. Bankruptcy
Court for the District of Delaware for permission to employ
AlixPartners, LLP as financial advisor.

AlixPartners will, among other things:

   -- work with the senior management and other employees of the
Debtors and their advisors to provide financial consulting
services and restructuring advice;

   -- assist the management with the development of the Debtors'
revised business plan and forecast; and

   -- assist the Debtors and their management in updating their
cash flow projections and related methodologies.

The hourly rates of AlixPartners' personnel are:

         Managing Directors    $815 - $970
         Directors             $620 - $760
         Vice presidents       $455 - $555
         Associates            $305 - $405
         Analysts              $270 - $300
         Paraprofessionals     $205 - $225

AlixPartners has agreed to discounted hourly rates for certain
individual keepers as:

       Anthony C. Flanagan, managing director    $575
       Brian G. Stein, director                  $475

AlixPartners received an initial advance retainer of $100,000 on
Jan. 12, 2012.  Certain fees and expenses were drawn from the
retainer, as of the Petition Date, the retainer was $28,570.

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

               About Pemco World Air Services

Headquartered in Tampa, Florida Pemco World Air Services --
http://www.pemcoair.com/--  performs large jet MRO services, and
has operations in Dothan, AL (military MRO and commercial
modification), Cincinnati/Northern Kentucky (regional aircraft
MRO), and partner operations in Asia.

Pemco filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case
No. 12-10799) on 5, 2012, with a $37.8 million DIP financing and a
"stalking horse" bid from an affiliate of its current owner, Sun
Aviation Services, LLC.

Young Conaway Stargatt & Taylor, LLP has been tapped as general
bankruptcy counsel; Kirkland & Ellis LLP as special counsel for
tax and employee benefits issues; AlixPartners, LLP as financial
advisor; Bayshore Partners, LLC as investment banker; and Epiq
Bankruptcy Solutions LLC as notice and claims agent.  Young
Conaway will coordinate its efforts with these professionals to
ensure that there in no unnecessary duplication of effort or cost.

On March 14, 2012, the U.S. Trustee appointed an official
committee of unsecured creditors.


PEMCO WORLD: U.S. Trustee Forms 5-Member Creditors Committee
------------------------------------------------------------
Roberta A. Deangelis, U.S. Trustee for Region 3 appointed five
persons to serve in the Official Committee of Unsecured Creditors
in the Chapter 11 cases of Pemco World Air Services, Inc., et al.

The Committee consists of:

         1. International Association of Machinists & Aerospace
               Workers, AFL-CIO
            Attn: David Neigus
            9000 Machinists Place
            Upper Marlboro, MD 20772
            Tel: (301) 967-4510
            Fax: (301) 967-4594

         2. Kaiser Aircraft Industries, Inc.
            Attn: Randall C. Shealy
            1943 50th Street North
            Birmingham, AL 35212
            Tel: (205) 510-4944
            Fax: (205) 510-4889

         3. Regent Aerospace Corporation
            Attn: Steve Smith
            20110 W. Harrison Parkway
            Valencia, CA 91355
            Tel: (661) 257-3000 ext. 113
            Fax: (661) 257-6863
         4. Structural Integrity Engineering
            Attn: Matthew Creager
            9525 Vassar Ave.
            Chatsworth, CA 91311
            Tel: (818) 406-5230
            Fax: (818) 718-2212

         5. Goodrich Corporation
            Attn: Beth Hansen
            4 Coliseum Ctr.
            2730 West Tyvola Rd.
            Charlotte, NC 28217
            Tel: (704) 423-8679
            Fax: (704) 423-7017

               About Pemco World Air Services

Headquartered in Tampa, Florida Pemco World Air Services --
http://www.pemcoair.com/--  performs large jet MRO services, and
has operations in Dothan, AL (military MRO and commercial
modification), Cincinnati/Northern Kentucky (regional aircraft
MRO), and partner operations in Asia.

Pemco filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case
No. 12-10799) on 5, 2012, with a $37.8 million DIP financing and a
"stalking horse" bid from an affiliate of its current owner, Sun
Aviation Services, LLC.

Young Conaway Stargatt & Taylor, LLP has been tapped as general
bankruptcy counsel; Kirkland & Ellis LLP as special counsel for
tax and employee benefits issues; AlixPartners, LLP as financial
advisor; Bayshore Partners, LLC as investment banker; and Epiq
Bankruptcy Solutions LLC as notice and claims agent.  Young
Conaway will coordinate its efforts with these professionals to
ensure that there in no unnecessary duplication of effort or cost.

On March 14, 2012, the U.S. Trustee appointed an official
committee of unsecured creditors.


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

Moody's current ratings on Penn Virginia Corporation are:

LT Corporate Family Ratings (domestic currency) Rating of B2

Probability of Default Rating of B2

Speculative Grade Liquidity Rating of SGL-3

Senior Unsecured (domestic currency) Rating of B3

Senior Unsec. Shelf (domestic currency) Rating of (P)B3

LGD Senior Unsecured (domestic currency) Assessment of 67 - LGD4

RATINGS RATIONALE

The B2 Corporate Family Rating (CFR) reflects PVA's small
production and reserves base, which will further erode from asset
dispositions and curtailed gas-directed drilling driven by weak
natural gas prices. The B2 CFR also reflects increasing leverage
and weak capital productivity in the face of an asset transition
from predominantly natural gas to a substantial oil and natural
gas liquids producer. Although ultimately higher liquids
production will temper the weaker margins from its natural gas
production, this transition will take time and consume a
significant amount of capital in 2012. PVA's ratings are supported
by its improving cash margins, which should rise in 2012 from
today's $30/boe level. Given the growth potential in the Eagle
Ford Shale, ongoing margin expansion will be necessary to
adequately fund its drilling program and minimize additional
borrowings.

The negative outlook captures the uncertainty around liquidity,
drilling performance and production growth through 2013.

The principal methodology used in rating Penn Virginia Corporation
was the Global Independent Exploration and Production Industry
Methodology published in December 2011. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.


PENN VIRGINIA: Moody's Revises Outlook on 'Ba3' CFR to Negative
---------------------------------------------------------------
Moody's Investors Service changed Penn Virginia Resource Partners,
L.P.'s (PVR) rating outlook to negative from stable following the
announcement that PVR will acquire Chief Gathering LLC's midstream
assets in the Marcellus Shale for $1.0 billion. At the same time,
Moody's affirmed all of PVR's ratings including the Ba3 Corporate
Family Rating (CFR), the Ba3 Probability of Default Rating, and
the B2 senior unsecured note rating. The Speculative Grade
Liquidity Rating remained unchanged at SGL-3.

Ratings Rationale

"The enhancement in PVR's size and scale will come at the expense
of higher near term leverage, which is captured in our negative
outlook," noted Sajjad Alam, Moody's analyst. "The partnership
will also face elevated project execution risk and throughput
volume risk as substantial new capacity is expected to come on-
stream through 2013 in a very weak natural gas price environment."

Additionally, with the expanded natural gas gathering and
processing business, PVR's consolidated earnings and cash flows
will become more volatile. These risks are partially tempered by
material upfront equity issuances, a portion of which will have
distribution deferral features as well as by the partnership's
stable coal royalty business. PVR plans to finance the acquisition
with roughly 45% debt and 55% equity and expects to close the
transaction by the end of second quarter 2012.

Chief's midstream gathering assets are primarily in northeast
Pennsylvania, a predominantly dry gas producing part of the
Marcellus Shale. Drilling and completion costs in this region are
relatively low and the proximity of this region to the densely
populated US northeast allows for higher price realizations.
However, despite these favorable economic factors, there are
significant risks that in a $2/mcf natural gas price environment,
upstream producers could delay dry gas development projects and
instead continue to divert capital towards oil and liquids-rich
regions. In a prolonged industry downturn, PVR will be challenged
to grow pipeline gas volume and could be saddled with higher
leverage over a longer than expected period.

Moody's recognizes that this strategic acquisition will allow the
partnership to have a larger and more diversified midstream
business, a higher proportion of fee-based revenues and a strong
footprint in the Marcellus Shale. However, PVR's proforma leverage
will jump to 4.9x post acquisition from a solid 3.6x level at
December 31, 2011 given minimal current EBITDA contribution from
Chief's assets. The acquired gathering assets generated only $14
million of EBITDA in 2011, which is expected to ramp up to $70
million in 2012 and $190 million in 2012. PVR plans to invest
roughly $400 million of capital in Chief's projects through 2013
to achieve these EBITDA targets. However, based on Moody's view of
weak future natural gas prices, there are risks that the
partnership may not be able align its credit metrics to the Ba3
rating level by mid 2013.

PVR's ratings are supported by its significant coal royalty
business that has been much less volatile historically and
provides steady cash flows under long terms contract arrangements.
Despite increased exposure to riskier gathering operations, the
fairly durable coal business will continue to absorb some of the
volatility associated with the midstream cash flows. While coal
prices have come under pressure in recent months owing to a mild
winter and low natural gas prices, PVR's royalty model faces less
price risk relative to companies that are directly engaged in the
mining and marketing coal. Yet, EBITDA contribution from the coal
segment could see a year-over-year decline in the range of 15%-20%
in 2012.

PVR's SGL-3 Speculative Grade Liquidity rating reflects adequate
liquidity through mid-2013. Proforma for the $450 of notes and
$750 million of equity issuances, the partnership should have
sufficient availability under its $1.0 billion revolver to cover
the projected negative free cash flows in 2012. PVR is currently
in discussion with its banks to loosen the debt/EBITDA covenant to
5.5x, which Moody's believes will allow PVR the time necessary to
reduce its leverage to a manageable level.

The rating outlook could be revised to stable if PVR can
substantially achieve its growth volumes, lower the debt/EBTIDA
leverage below 4.5x and maintain sufficient availability under the
credit facility.

An upgrade in unlikely in 2012. However, positive rating momentum
could develop if PVR reduced leverage below 3.5x with its current
suite of assets.

The rating could be downgraded if leverage remains above 5x over
an extended period.

The principal methodologies used in rating PVR were the Global
Midstream Energy Rating Methodology published in December 2010 and
the Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA Methodology published in
June 2009.

Penn Virginia Resource Partners, L.P. which is headquartered in
Radnor, Pennsylvania, is principally engaged in the management of
coal and natural resource properties and the gathering and
processing of natural gas in the United States.


PINNACLE AIRLINES: Has 7-Member Unsecured Creditors' Panel
----------------------------------------------------------
Tracy Hope Davis, the United States Trustee for Region 2,
appointed seven members to the Official Committee of Unsecured
Creditors in Pinnacle Airlines Corp.'s Chapter 11 case. The
Committee members are:

          1. United Steelworkers
             Five Gateway Center, Room 807
             Pittsburgh, PA 15222
             Attn: David R. Jury, Associate General Counsel
             Tel: (412) 562-2545
             Fax: (412) 562-2574

          2. Airline Pilots Association
             7900 International Drive
             Bloomington, MN 55425
             Tel: (952) 853-2300

          3. Goodrich Corporation
             Four Coliseum Ctr., 2730 W. Tyvola Rd.
             Charlotte, NC 28217
             Attn: Beth E. Hansen
             Tel: (704) 423-8679
             Fax: (704) 423-7017

          4. Bombardier Inc.
             123 Garratt Blvd. N-17-27
             Toronto, Ontario M3K 1Y5
             Attn: Martin J. Herman and Craig Allen
             Tel: (416) 375-3015
             Fax: (416) 375-4282

          5. Siemens Financial Services, Inc.
             170 Wood Avenue South
             Iselin, NJ 08830
             Attn: Edward Kubilis
             Tel: (732) 590-2587
             Fax: (732) 590-2597

          6. Continental Airlines
             77 W. Wacker Drive
             Chicago, IL 60647
             Attn: Rohit Philip
             Tel: (312) 997-8029
             Fax: (312) 997-8028

          7. The Estate of Ellyce M. Kausner, deceased
             9105 Clarence Center Road
             Clarence Center, NY 14032
             Attn: John Kausner as personal representative
               for deceased
             Tel: (716) 812-2648

                 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.


PINNACLE AIRLINES: Hearing on $75.2MM Delta Loan on April 25
------------------------------------------------------------
The Bankruptcy Court will hold a hearing April 25, 2012 at 9:45
a.m. (Eastern Time) on the request of Pinnacle Airlines Corp. and
its affiliated-debtors for approval of postpetition financing from
Delta Air Lines.  Objections to the request are due April 18.

Terms of the DIP facility were reported in the April 3, 2012
edition of the Troubled Company Reporter.  Delta Air Lines,
Pinnacle's largest customer -- and other lender institutions
selected by Delta -- have committed to provide up to an aggregate
principal amount of $74,285,000 under a Super-Priority Debtor In
Possession Credit Agreement.  The DIP Facility provides for $30
million in new money to Pinnacle and the roll up of $44,285,046 in
pre-bankruptcy debts owed by Pinnacle to Delta.  The DIP Facility
may be converted to a five-year exit financing facility if the
Debtors obtain confirmation of a chapter 11 plan and achieve other
specified conditions.

The Debtors said that as of the bankruptcy filing date, they have
roughly $45 million in available cash.  Their projections show
that, by the end of June 2012, they will have less than $5 million
in available funds remaining if they did not receive the Delta DIP
loan and Delta were authorized to exercise their set-of rights,
which the Debtors believe is insufficient to operate their
business in the ordinary course.  The Debtors also said they found
no other viable alternative financing and engaged in extensive
negotiations with Delta over the terms of the comprehensive
agreement.

At the hearing, the Debtors will also seek permission to grant
adequate protection to Delta, in its capacity as pre-petition
Promissory Note Lender, in respect of its interests in the
collateral that secures obligations under the Promissory Note if,
and to the extent that, the Promissory Note remains unpaid.  The
Debtors also propose to allow Delta a general unsecured claim for
Delta's damages as a result of the modifications to a 2007 CRJ-900
Agreement.

Pinnacle Holdings, Pinnacle Airlines and Mesaba Aviation Inc., as
borrowers, and Delta, as lender, are parties to a Promissory Note,
dated as of July 1, 2010.  The Promissory Note bears interest at a
rate of 12.5% per annum and matures on July 15, 2015.  It is
secured by certain flight simulator equipment used in operating
Mesaba, capital stock of Mesaba, books records and other documents
and any intangibles, and proceeds.

The Debtors said the costs of the DIP Facility financing are
reasonable.  The DIP Facility has the same 12.5% interest rate as
the Debtors' pre-petition secured promissory note with Delta and
Delta will not receive any fees for lending the Debtors an
additional $30 million.

The Debtors also seek permission to assume amended operating
agreements with Delta, their largest customer, which agreements
resolve various disputes between the parties and will form the
underpinnings of a viable long-term business plan.

The DIP Facility matures on the earliest of: (i) one year from the
Petition Date, (ii) the substantial consummation of a sale of
substantially all of the assets of any Obligor, (iii) the
effective date of any Chapter 11 plan of reorganization of any
Obligor, and (iv) the acceleration of the loans or termination of
the Commitment under the DIP Facility, including, without
limitation, as a result of the occurrence of an Event of Default.

The Debtors have filed certain exhibits to the DIP Facility under
seal.

                 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.


PINNACLE AIRLINES: Schedules Filing Deadline Moved to May 31
------------------------------------------------------------
Pinnacle Airlines won a May 31 extension of the Debtors' deadline
to file with the Court their (a) schedules of assets and
liabilities, (b) schedules of current income and expenditures, (c)
schedules of executory contracts and unexpired leases and (d)
statements of financial affairs.

                 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.


PINNACLE AIRLINES: Court Approves Epiq Engagement
-------------------------------------------------
The Bankruptcy Court has authorized Pinnacle Airlines Corp. and
its subsidiaries to employ Epiq Bankruptcy Solutions LLC as claims
and noticing agent.

Although the Debtors have not yet filed their schedules of assets
and liabilities, they anticipate that there will be in excess of
10,000 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.

The Debtors said they have obtained and reviewed engagement
proposals from at least two other court-approved claims and
noticing agents to ensure selection through a competitive process.

Prior to the Petition Date, the Debtors provided Epiq a $25,000
retainer.

Jennifer Meyerowitz, Vice President and Senior Consultant of Epiq
Bankruptcy Solutions LLC, attests that Epiq attests that it is a
"disinterested person" as that term is defined in section 101(14)
of the Bankruptcy Code with respect to the matters upon which it
is to be engaged.

                 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.


PRESTIGE RESORTS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Prestige Resorts & Destinations, LLC
        700 E Lake St, 2nd Flr
        Wayzata, MN 55391

Bankruptcy Case No.: 12-41982

Chapter 11 Petition Date: April 5, 2012

Court: United States Bankruptcy Court
       District of Minnesota (Minneapolis)

Judge: Dennis D. O'Brien

Debtor's Counsel: Douglas W. Kassebaum, Esq.
                  FREDRIKSON & BYRON, P.A.
                  200 South Sixth St., Ste 4000
                  Minneapolis, MN 55402
                  Tel: (612) 492-7292
                  E-mail: dkassebaum@fredlaw.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/mnb12-41982.pdf

The petition was signed by Blair McKeever, president.


QUIGLEY CO: Pfizer Loses Again on Appeal in Asbestos Case
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Pfizer Inc. has lost an appeal in the reorganization
of its non-operating subsidiary Quigley Co., casting doubt on when
or how Pfizer can extricate the subsidiary from a reorganization
already approaching eight years in bankruptcy court.

According to the report, the U.S. Court of Appeals in Manhattan
wrote a 34-page opinion April 10 upholding the district court and
ruling that Pfizer isn't entitled to complete protection from
asbestos claims under the umbrella of Quigley's Chapter 11 case.
The circuit court, in opinion by Circuit Judge Debra Ann
Livingston, ruled that Quigley's bankruptcy can't protect Pfizer
against claims it was the "apparent manufacturer" of an asbestos-
laden product even though Quigley was the actual manufacturer.

Under Section 524 of the U.S. Bankruptcy Code, third parties like
Pfizer can sometimes piggyback a company in Chapter 11 and receive
absolution from asbestos claims without also being in bankruptcy.
The Court of Appeals ruled April 10 that Pfizer didn't fit within
the statute's coverage on some claims where the basis for its
liability isn't "by reason of" its ownership of Quigley.
Ownership was irrelevant, the appeals court said. Liability on
some claims is being based on Pfizer's name on advertising, making
it the "apparent manufacturer" and thus independently liable.
When the liability is independent, Pfizer can't escape through the
subsidiary's bankruptcy, the court said.

The appeal in the circuit court is Quigley Co. Inc. v. Law Offices
of Peter G. Angelos (In re Quigley Co. Inc.), 11-2635, 2nd U.S.
Circuit Court of Appeals (Manhattan). The appeal in district court
was In re Quigley Co. Inc., 10-01573, U.S. District Court,
Southern District of New York (Manhattan).  A copy of the Second
Circuit's decision is available at http://is.gd/9p0AXGfrom
Leagle.com.

                         About Quigley Co.

Quigley Co. was acquired by Pfizer in 1968 and sold small amounts
of products containing asbestos until the early 1970s.  In
September 2004, Pfizer and Quigley took steps that were intended
to resolve all pending and future claims against the Company and
Quigley in which the claimants allege personal injury from
exposure to Quigley products containing asbestos, silica or mixed
dust. Quigley filed for bankruptcy in 2004 and has a Chapter 11
plan and a settlement with Chrysler.

Quigley filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 04-15739) on Sept. 3, 2004, to implement a
proposed global resolution of all pending and future asbestos-
related personal injury liabilities.

Lawrence V. Gelber, Esq., and Michael L. Cook, Esq., at Schulte
Roth & Zabel LLP, represent the Debtor in its restructuring
efforts.  Elihu Inselbuchm Esq., at Caplin & Drysdale, Chartered,
represents the Official Committee of Unsecured Creditors.  When
the Debtor filed for protection from its creditors, it disclosed
$155,187,000 in total assets and $141,933,000 in total debts.

Quigley has not exited bankruptcy protection more than seven years
after filing for bankruptcy.  In April 2011, the bankruptcy judge
approved a plan-support agreement with Pfizer and an ad hoc
committee representing 30,000 asbestors claimants.

Further complicating matters is a May 20, 2011 opinion by District
Judge Richard Holwell concluding that Pfizer was directly liable
for some asbestos claims arising from products sold by its now
non-operating subsidiary Quigley.


RAINBOW LAND: Sec. 341 Creditors' Meeting Set for May 10
--------------------------------------------------------
The U.S. Trustee in Las Vegas, Nevada, will convene a Meeting of
Creditors under 11 U.S.C. Sec. 341 in the Chapter 11 case of
Rainbow Land & Cattle Company, LLC, on May 10, 2012, at 1:00 p.m.
at 341s - Foley Bldg., Rm 1500.

The last day to file proofs of claim is Aug. 8, 2012.

Caliente, Nevada-based Rainbow Land & Cattle Company, LLC, filed a
Chapter 11 petition (Bankr. D. Nev. Case No. 12-14009) on April 4,
2012.  It scheduled $15.43 million in assets and $2.50 million in
liabilities.  The Debtor owns land and water rights in Caliente
with a combined value of $15.4 million.  The properties secure
$2.4 million of debt.

Judge Bruce A. Markell presides over the case.  The Debtor is
represented by Alan R. Smith, in Las Vegas, Nevada.  The petition
was signed by John H. Huston, managing member.


PROCOM ENTERPRISES: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Procom Enterprises, Corp.
        4909 SW 74 Ct. #10
        Miami, FL 33155

Bankruptcy Case No.: 12-18477

Chapter 11 Petition Date: April 6, 2012

Court: United States Bankruptcy Court
       Southern District of Florida (Miami)

Judge: A. Jay Cristol

Debtor's Counsel: Peter D. Spindel, Esq.
                  P.O. Box 166245
                  Miami, FL 33116
                  Tel: (786) 517-4229
                  E-mail: peterspindel@gmail.com

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

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

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

The petition was signed by Isidro Guillama, president.


PROELITE INC: Hires Goldman Kurland as New Accountant
-----------------------------------------------------
Gumbiner Savett, Inc., was dismissed as the independent accountant
of ProElite, Inc., on April 3, 2012.  The Board of Directors
acting in the capacity of an audit committee approved the
dismissal of Gumbiner.

Gumbiner's reports on the Company's financial statements for the
years ended Dec. 31, 2008, and 2010 did not, nor is their report
for the year ended Dec. 31, 2009, anticipated to, contain any
adverse opinion or disclaimer of opinion, nor were they qualified
or modified as to uncertainty, audit scope or accounting
principles except that the report for all years indicated that the
Company's ability to continue as a going concern is dependent upon
its ability to develop additional sources of capital and
ultimately achieve profitable operations.  Accordingly, those
reports indicated that there was substantial doubt as to the
Company's ability to continue as a going concern and that the
financial statements did not include any adjustments that might
result from the outcome of this uncertainty.

On April 3, 2012, the Company's Board of Directors acting in the
capacity of an audit committee engaged Goldman Kurland Mohidin,
LLP, as the Company's new independent accountant to act as the
principal accountant to audit the Company's financial statements
for the fiscal year ended Dec. 31, 2011.  During the Company's
fiscal years ended Dec. 31, 2008, 2009 and 2010 and through
April 3, 2012, neither the Company, nor anyone acting on its
behalf, consulted with Goldman regarding the application of
accounting principles to a specific completed or proposed
transaction or the type of audit opinion that might be rendered on
the Company's financial statements, and no written report or oral
advice was provided that Goldman concluded was an important factor
considered by the Company in reaching a decision as to any such
accounting, auditing or financial reporting issue.

                        About ProElite Inc.

Los Angeles, Calif.-based ProElite, Inc., is a holding company for
entities that (a) organize and promote mixed martial arts matches,
and (b) create an internet community for martial arts enthusiasts
and practitioners.

On Oct. 20, 2008,  management, with Board ratification, decided to
close or sell all operations and began an extended period of
restructuring its balance sheet, divesting itself of certain
assets, settlement of contingent liabilities, and attempting to
raise additional capital.

Effective Oct. 12, 2009, the Company entered into a Strategic
Investment Agreement with Stratus Media Group, Inc. ("SMGI")
pursuant to which the Company agreed to sell to SMGI, shares of
the Company's Series A Preferred Stock (the "Preferred Shares").
The Preferred Shares are convertible into the Common Stock of the
Company.  This transaction closed on June 14, 2011.

Gumbiner Savett Inc., in Santa Monica, Calif., expressed
substantial doubt about ProElite's ability to continue as a going
concern, following its audit of the Company's financial statements
as of and for the years ended Dec. 31, 2008, and 2007.  The
independent auditors noted that the Company has suffered losses
from operations and negative cash flows from operations.

The Company reported a net loss of $55.6 million for the fiscal
year ended Dec. 31, 2008, compared with a net loss of
$27.1 million for the fiscal year ended Dec. 31, 2007.

As a result of the decision to discontinue operations, the Company
did not have any revenues, cost of revenue, and gross profit for
the fiscal years ended Dec. 31, 2008, and 2007.

At Dec. 31, 2008, the Company's balance sheet showed $2.3 million
in total assets, $11.8 million in total liabilities, and a
shareholders' deficit of $9.5 million.

ProElite notified the U.S. Securities and Exchange Commission
that it requires additional time to complete the financial
statements for the fiscal quarter ended Sept. 30, 2011, and
cannot, without unreasonable effort and expense, file its Form 10-
Q on or before the prescribed filing date.  The Company expects to
obtain all required data and complete the financial statements
within the next several days and, as a result, expects to file the
Form 10-Q within five days after the prescribed filing date.


RB MANUFACTURING: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: RB Manufacturing & Electronics, Inc.
        dba Edge Electronics
        P.O. Box 490
        Kirkland, IL 60146

Bankruptcy Case No.: 12-13832

Chapter 11 Petition Date: April 4, 2012

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Janet S. Baer

Debtor's Counsel: Chris D. Rouskey, Esq.
                  ROUSKEY AND BALDACCI
                  151 Springfield Ave.
                  Joliet, IL 60435
                  Tel: (815) 741-2118
                  Fax: (815) 741-0670
                  E-mail: rouskey-baldacci@sbcglobal.net

Scheduled Assets: $209,429

Scheduled Liabilities: $1,130,076

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/ilnb12-13832.pdf

The petition was signed by Donald Nichols, president.


REAL MEX: Court Authorizes Luiz de la Cruz to File Proof of Claim
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Luis de la Cruz to file proof claim against Real Mex Restaurants,
Inc., et al.  The Court has extended the bar date for Mr. Cruz'
claim.

Mr. Cruz holds a prepetition claim arising out of an alleged
wrongful termination of his 31-year employment with the Company.

Mr. Cruz explained that he did not receive any notice setting
forth a deadline for filing a proofs of claim, and his counsel was
unaware of the bar date until Jan. 19, 2012.

                        About Real Mex

Based in Cypress, California, Real Mex Restaurants, Inc., owns and
operates restaurants, primarily through its major subsidiaries El
Torito Restaurants, Inc., Chevys Restaurants, LLC, and Acapulco
Restaurants, Inc.  It has 178 restaurants, with 149 in California.
There are also 30 franchised locations. It acquired Chevys Inc.
for $90 million through confirmation of Chevy's Chapter 11 plan in
2004.

Real Mex Restaurants and 16 of its affiliates filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Case Nos. 11-13122 to 11-
13138) on Oct. 4, 2011.  Judge Brendan Linehan Shannon oversees
the case.  Judge Peter Walsh was initially assigned to the case.

The Debtors are represented by Mark Shinderman, Esq., Fred
Neufeld, Esq., and Haig M. Maghakian, Esq., at Milbank, Tweed,
Hadley & McCloy LLP; and Laura Davis Jones, Esq., and Curtis A.
Helm, Esq., at Pachulski Stang Ziehl & Jones LLP as counsel.  The
Debtors' financial advisors are Imperial Capital, LLC.  The
Debtors' claims, noticing, soliciting and balloting agent is Epiq
Bankruptcy Solutions, LLC.

Assets are $272.2 million while debt totals $250 million,
according to the Chapter 11 petition.  The petitions were signed
by Richard P. Dutkiewiez, chief financial officer and executive
vice president.

Counsel to GE Capital Corp., the DIP Agent and the Prepetition
First Lien Secured Agent, are Jeffrey G. Moran, Esq., and Peter P.
Knight, Esq., at Latham & Watkins LLP; and Kurt F. Gwynne, Esq.,
at Reed Smith LLP as counsel.

Counsel to the Prepetition Secured Second Lien Trustee are Mark F.
Hebbeln, Esq., and Harold L. Kaplan, Esq., at Foley & Lardner LLP.

Counsel to the Majority Prepetition Second Lien Secured
Noteholders are Adam C. Harris, Esq., and David M. Hillman, Esq.,
at Schulte Roth & Zabel LLP; and Russell C. Silberglied, Esq., at
Richards Layton & Finger.

Z Capital Management LLC, which holds nearly 70% of the Opco term
loan, is represented by Derek C. Abbott, Esq., and Chad A. Fights,
Esq., at Morris Nichols Arsht & Tunnell LLP; and Lee R. Bogdanoff,
Esq., and Whitman L. Holt, Esq., at Klee Tuchin Bogdanoff & Stern
LLP.


ROTHSTEIN ROSENFELDT: Accountant's Insurer Ordered to Pay Trustee
-----------------------------------------------------------------
Sindhu Sundar at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Raymond B. Ray on Monday ordered the liability insurer for
the accounting firm of Rothstein Rosenfeldt Adler PA -- convicted
Ponzi schemer Scott Rothstein?s law firm -- to pay RRA's trustee
$10 million it had agreed to pay to settle claims that the
accounting firm enabled the $1.2 billion scheme.

                    About Rothstein Rosenfeldt

Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler
PA -- http://www.rra-law.com/-- has been suspected of running a
$1.2 billion Ponzi scheme.  U.S. authorities claimed in a civil
forfeiture lawsuit filed November 9, 2009, that Mr. Rothstein, the
firm's former chief executive officer, sold investments in non-
existent legal settlements.  Mr. Rothstein pleaded guilty to five
counts of conspiracy and wire fraud on January 27, 2010.

Creditors of Rothstein Rosenfeldt Adler signed a petition sending
the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No.
09-34791).  The petitioners include Bonnie Barnett, who says she
lost $500,000 in legal settlement investments; Aran Development,
Inc., which said it lost $345,000 in investments; and trade
creditor Universal Legal, identified as a recruitment firm, which
said it is owed $7,800.  The creditors alleged being owed money
invested in lawsuit settlements.

Herbert M. Stettin, the state-court appointed receiver for
Rothstein Rosenfeldt, was officially carried over as the
Chapter 11 trustee in the involuntary bankruptcy case.

On June 10, 2010, Mr. Rothstein was sentenced to 50 years in
prison.


SEITEL INC: Moody's Upgrades CFR to 'B3'; Outlook Stable
--------------------------------------------------------
Moody's Investors Service upgraded Seitel, Inc.'s Corporate Family
Rating (CFR) to B3 from Caa1. At the same Moody's assigned a B3
rating to Seitel's proposed $275 million secured term loan that
will be used to refinance the existing 9.75% senior unsecured
notes. The company's SGL-2 Speculative Liquidity Rating remained
unchanged. The rating outlook is stable.

Ratings Rationale

"The upgrade reflects Seitel's improved debt maturity profile,
lower anticipated interest burden and ongoing solid execution of
its seismic data services business," commented Sajjad Alam,
Moody's analyst. "Robust shale drilling activities and capital
expenditures in North American oil and liquids-rich basins will
continue to underpin Seitel's revenues and cash flows in 2012."

Drilling activity should remain healthy in 2012, as the steady
increase in rig count in oil and liquids-rich unconventional plays
continue to offset the reduced level of natural gas drilling.
Additionally, the growing use of seismic data to design horizontal
wells and hydraulic fracturing programs in the shale plays should
increase the proportion of Seitel's revenues from recurring
developmental activities relative to more cyclical exploration
activities, providing a greater level of support in the next capex
contraction cycle. Given the persistent weakness in natural gas
prices, Seitel will continue to cut back capital in dry gas
regions in 2012. The company generated cash EBITDA of $112 million
in 2011 and Moody's estimates 2012 cash EBITDA to be in the $110
million to $120 million range.

Seitel's ratings are held back by its relatively small size and
concentrated operations in a narrow segment of the broader
oilfield services industry. The ratings are also tempered by
Seitel's current leverage level, which Moody's considers high
given the volatile and cyclical nature of the seismic services
business. Additionally significant ongoing investments are
necessary to acquire new data and maintain competitive advantage
which can pressure liquidity in a sharp down-cycle. The seismic
sector traditionally has been the first sub-sector in the oilfield
services industry to decline in a down-cycle and one of the last
sub-sectors to benefit from an up-cycle recovery. While Moody's
expects industry conditions to remain supportive through 2013,
absent a significant reduction in debt level, Seitel's ratings are
unlikely to move to a higher rating category.

Seitel should have good liquidity during the balance of 2012,
which is captured in Moody's SGL-2 Speculative Grade Liquidity
rating. The company had $75 million of cash at December 31, 2011
and has a $30 million undrawn secured revolving credit facility.
Operating cash flow and balance sheet cash should sufficiently
cover all of Seitel's near term capital expenditures and Moody's
does not expect any meaningful drawings under the revolver through
mid 2013. The term loan will allow Seitel to pre-pay debt with
small call premiums in the first two years should the company
choose to delever. The SGL-2 is tempered by the relatively small
size of the revolving credit facility, lack of access to public
equity markets, a small and hard to value asset base, and limited
alternate liquidity given that the company's assets are
encumbered.

The stable outlook reflects Moody's view that Seitel will manage
its capital budget and liquidity prudently.

Given Seitel's small size within the broader oilfield services
industry and the highly volatile nature of seismic services
demand, an upgrade to B2 is unlikely without a significant
reduction in leverage. An upgrade is possible, if Seitel can
sustain debt/EBITDA below 2x.

Deterioration in operating performance or additional borrowings
that raises leverage above 4x or erodes combined cash and revolver
liquidity below $60 million could prompt a downgrade.

Under Moody's Loss Given Default Methodology, the second-lien term
loan is rated the same as Seitel's CFR (B3) due to the relatively
small amount of prior-claim secured debt ($30 million ABL
revolver) in Seitel's capital structure. However, if the relative
proportion of first-lien debt were to increase, the term loan
could get notched down from the CFR.

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

Seitel, Inc. is a Houston, Texas based provider of seismic data
and related services to the oil and gas industry in North America.


SITEL LLC: Moody's Affirms 'B3' CFR; Outlook Changed to Stable
--------------------------------------------------------------
Moody's Investors Service affirmed Sitel, LLC's B3 corporate
family and probability-of-default ratings, and the B1 and Caa2
ratings for the Company's existing senior secured credit facility
and senior unsecured notes, respectively. Moody's also assigned a
B1 rating to Sitel's proposed $200 million senior secured notes
and the extended tranche of its senior secured revolving credit
facility. Sitel is in the process of completing amendments to its
credit agreement and is seeking to extend the maturity for up to
$54 million of its revolving credit facility by three years to
January 2016. The Company plans to use the net proceeds from the
notes offering to repay the borrowings under the revolving credit
facilities, refinance a portion of the term loan due in 2014, and
approximately $18 million for general corporate purposes. Moody's
also changed Sitel's ratings outlook to stable from negative in
conjunction with the refinancing and extension of debt maturities.

Moody's will withdraw the ratings for the term loans due in
January 2014 upon full repayment and cancellation of the facility
at the close of the transactions.

The following ratings are assigned:

Extended first lien revolving credit facility due 2016 -- B1,
LGD 2 (28%)

$200 million senior secured notes due 2017 -- B1, LGD 2 (28%)

The following ratings are affirmed:

Corporate family rating -- B3

Probability of Default rating -- B3

$31 million first lien revolving credit facility due 2016 -- B1,
LGD 2 (28%), revised from LGD3 (33%)

Non-extended first lien revolving credit facility due 2013 --
B1, LGD 2 (28%), revised from LGD3 (33%)

$224 million first lien term loan due 2017 -- B1, LGD 2 (28%),
revised from LGD3 (33%)

$300 million 11.5% Senior Unsecured Notes due 2018 -- Caa2, LGD
5 (83%), revised from LGD5 (79%)

Senior secured term loan due 2014 -- B1 (LGD 3, 33%), to be
withdrawn at the close of the transaction

Outlook action:

Outlook changed to stable from negative

Ratings Rationale

Moody's changed Sitel's ratings outlook to stable from negative,
reflecting the extension of debt maturities and additional cushion
under revised financial covenants in the credit agreement which
should provide the Company the financial flexibility and time to
invest in the business and improve profitability. The stable
outlook additionally reflects Sitel's declining revenue attrition
levels and Moody's expectations that the Company's sustained
EBITDA growth and lower restructuring costs should drive gradual
deleveraging and the Company should produce breakeven free cash
flow in 2013.

Sitel's B3 Corporate Family Rating is primarily characterized by
the Company's high financial risk profile, including high debt-to-
EBITDA leverage and weak cash flow generation, and its highly
competitive customer care outsourcing industry. The rating is
supported by Sitel's good operating scale in a highly fragmented
industry and its market position as one of the leading providers
of outsourced customer care services with a global footprint of
customer contact centers. The rating also benefits from Sitel's
well-diversified customer base in various end-market verticals and
good growth prospects for outsourced call center services
industry.

Given Moody's expectations that Sitel's Debt-to-EBITDA leverage
will likely exceed 5.0x (Moody's adjusted, excluding debt
attribution to the preferred stock) in the next 24 months and the
Company will generate approximately breakeven free cash flow, a
ratings upgrade is unlikely over this period. However, Moody's
could raise Sitel's ratings if the Company's free cash flow
increases to the mid single digit percentages of total debt and if
it could sustain leverage of less than 4.5x.

Moody's could downgrade Sitel's ratings if weaker-than-expected
operating performance leads to an erosion in liquidity. Ratings
could also be downgraded if Total Debt/EBITDA leverage (Moody's
adjusted, excluding debt attribution to preferred equity)
approaches 6.0x while free cash flow remains negative.

The principal methodology used in rating Sitel, LLC was the Global
Business & Consumer Service Industry Methodology published in
October 2010. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009 (and/or) the Government-Related
Issuers methodology published in July 2010.

Headquartered in Nashville, Tennessee, Sitel is a leading customer
care and business process outsourcing vendor with annual revenues
of approximately $1.4 billion in 2011. Private equity firm Onex
Corporation owns a majority interest in Sitel Worldwide
Corporation, Sitel's parent company.


SNOKIST GROWERS: Has Court's OK to Use Cash Collateral Until May 7
------------------------------------------------------------------
The Hon. Frank L. Kurtz of the U.S. Bankruptcy Court for the
Eastern District of Washington granted on April 9, 2012, Snokist
Growers interim authorization to use cash collateral through
May 7, 2012.

The order extends the previous orders authorizing the Debtor to
use cash collateral held by Rabo AgriFinance and KeyBank, N.A.

Rabo Agrifinance and KeyBank have stipulated to allow Debtor the
continued interim use of cash collateral.  The Debtor will be
allowed to use cash collateral to pay its necessary interim
expenses as set forth in the fourth interim budget for the period
commencing from the date of the court order through the conclusion
of the Court's continued hearing on the Debtor's motion, which is
scheduled for May 7, 2011 at 9:30 a.m.  A copy of the budget is
available for free at:

                       http://is.gd/jjhf6z

The secured lenders and any other secured party in interest will
retain all of their prepetition security interests in the Debtor's
cash collateral and other collateral.

As adequate protection for any diminution in the value of the
secured claims of any holders of valid and perfected lien claims
or security interests in the cash collateral used by the Debtor
pursuant to the court order, the Court grants an adequate
protection lien against the same category of property to which any
valid lien of the party was perfected prior to the filing of the
case.

As additional adequate protection, during the term of the court
order, the Debtor will cooperate with such parties and provide
them with full and reasonable access to information respecting the
use of cash collateral, the Debtor's financial condition, assets,
liabilities, proposed bidding procedures and all pending written
offers or written expressions of interest concerning for the
purchase of the Debtor's assets received in connection with the
sales motions.

As additional adequate protection, the Debtor will provide to the
secured lenders' business and legal representatives, the U.S.
Trustee, counsel for any unsecured creditors' committee appointed
by the U.S. Trustee and any other party providing Debtor with a
written request for the information, a weekly report, which will
describe, among other things, the expenses paid by the Debtor
during the preceding week on a cash basis.

The parties objecting to Debtor's use of cash collateral do not
waive or withdraw their objections by consenting to Debtor's
interim use of cash collateral.  Those objections continue, and
will be heard at the next hearing on cash collateral.

Rabo Agrifinance is represented by:

           James Ray Streinz - Partner
           McEwen Gisvold LLP
           1100 SW Sixth Avenue, Suite 1600
           Portland, OR 97204
           E-mail: rays@mcewengisvold.com
           Tel: (503) 412-3512 Direct

KeyBank is represented by:

           Bruce W. Leaverton
           Shareholder
           Lane Powell, P.C.
           1420 Fifth Avenue
           Suite 4100
           Seattle, WA 98101
           Tel: (206) 223-7389
           E-mail: leavertonb@lanepowell.com

                      About Snokist Growers

Headquartered in Yakima, Washington Snokist Growers --
http://www.snokist.com/-- is a century-old cooperative of fruit
growers.  Snokist provides fresh and processed pears, apples,
cherries, plums, and nectarines.

Snokist Growers filed for Chapter 11 bankruptcy (Bankr. E.D. Wash.
Case No. 11-05868) on Dec. 7, 2011, with plans to liquidate after
sales couldn't recover from allegations that it violated food-
safety rules.  Judge Frank L. Kurtz presides over the case.
Lawyers at Bailey & Busey LLC serve as the Debtor's counsel.  In
its petition, the Debtor scheduled $69,567,846 in assets and
$73,392,906 in liabilities.  The petition was signed by Jim Davis,
president.

Counsel for lender Rabo AgriFinance, as agent for itself and
KeyBank, is James Ray Streinz, Esq. -- rays@mcewengisvold.com --
at McEwen Gisvold, LLP.  Counsel for KeyBank National Association
is Bruce W. Leaverton, Esq., at Lane Powell, P.C., in Seattle.

Robert D. Miller Jr., the United States Trustee for Region 14,
appointed three unsecured creditors to serve on the Official
Committee of Unsecured Creditors of Snokist Growers.  The
Committee is represented by Metiner G. Kimel, Esq., at Kimel Law
Offices.

Keybank is represented by Bruce W. Leaverton, Esq., and Tereza
Simonyan, Esq., at Lane Powell PC.


SOLAR TRUST: 3 More Solar Millennium Units File for Ch. 11
----------------------------------------------------------
Ridgecrest Solar Power Project, LLC, and two entities filed for
Chapter 11 protection (Bankr. D. Del. Case Nos. 12-11204 to
12-11206) on April 10, 2012.

Ridgecrest Solar, et al., are affiliates of Solar Trust of America
LLC.  STA Development, LLC, one of the debtors that filed for
bankruptcy April 2, owns 100% of the interests in Ridgecrest, et
al.

Ridgecrest Solar Power estimated up to $50,000 in assets and
debts.  Ridgecrest Solar I, LLC, estimated up to $50,000 in assets
and up to $10 million in liabilities.

                         About Solar Trust

Solar Trust of America LLC, Solar Millennium Inc., and nine
affiliates filed for Chapter 11 protection (Bankr. D. Del. Lead
Case No. 12-11136) on April 2, 2012.

Solar Trust is a joint venture created by Solar Millennium AG and
Ferrostaal AG to develop solar projects at locations in California
and Nevada.  Located in the "Solar Sun Belt" of the American
Southwest, the project sites have extremely high solar radiation
levels, and allow the Debtors' projects to harness high levels of
solar power generation.  Projects include the rights to develop
one of the world's largest permitted solar plant facilities with
capacity of 1,000 MW in Blythe, California.  Two other projects
contemplated 500 MW solar power facilities in Desert Center,
California and Amargosa Valley, Nevada.

Although the Debtors have obtained highly valuable transmission
right and permits, each project is only in the developmental phase
and does not generate revenue for the Debtors.  Ferrostaal ceased
providing funding two years ago and SMAG, due to its own
deteriorating financial condition, stopped providing funding after
December 2011.

NextEra Energy Resources LLC has committed to provide a
postpetition secured credit facility and has expressed an interest
in serving as stalking horse purchaser for certain of the Debtors'
assets.

Attorneys at Young Conaway Stargatt & Taylor, LLP, serve as
counsel to the Debtors.  K&L Gates LLP is the special corporate
counsel.


SOUTHERN SKY: Disputes U.S. Trustee's Bid for Chapter 7 Conversion
------------------------------------------------------------------
MyrtleBeachOnline reports that Direct Air said it opposes the
request by Assistant U.S. Trustee Richard King to convert the
Company's Chapter 11 bankruptcy case to a liquidation under
Chapter 7.

According to the report, Direct Air asked the Court to either deny
the trustee's request or delay considering it for two weeks as the
company tries to sort out its financial troubles.  A hearing on
Direct Air's bankruptcy was set for April 11 in Massachusetts,
where the company filed its case.

The report relates that investigators are looking into the
company's handling of an escrow account it was required to keep to
protect customers.  The report notes previous and current Direct
Air owners are pointing fingers at each other for the company's
troubles and other airlines, including Allegiant Air, are starting
to pick up Direct Air's former routes, though Allegiant said
Tuesday it doesn't plan to pick up the routes to Myrtle Beach.

The report notes Direct Air has launched its own investigation
into the company's past, hired new management and is working to
line up funding to restart flights, though aviation experts say
that isn't likely to work under the name Direct Air, which turned
off customers when it abruptly canceled all flights last month,
leaving travelers scrambling to salvage their vacations or find
other ways home.  Credit card companies have refunded millions of
dollars to customers, according to court filings, though officials
haven't been able to pinpoint exactly how much is owed to
customers.

According to the report, the request to convert the case to
Chapter 7 was filed a week after Direct Air filed for Chapter 11,
saying the air carrier has accumulated too much debt, is
continuing to incur expenses and is unlikely to be able to
reorganize as the company aimed to under Chapter 11.

The report notes officials have estimated there's only a little
more than $1 million in the escrow account.  According to the
report, during the hearing Wednesday, the court is expected to
consider a request by JetPay, a credit card processor that has
issued chargebacks to customers, to be refunded through the
account, though others who are owed money and the DOT have filed
limited objections to that request.

The report recounts Direct Air was sold to Avondale Aviation in
September, and kept founding members Kay Ellison, Marshall Ellison
and Judy Tull.  Avondale said the trio abruptly resigned March 12
-- the day the flights stopped -- but Ms. Tull told the Worcester
Telegram & Gazette in Massachusetts that the new owners locked her
out of the office.

The report notes Direct Air has appointed new, interim managers
who they say in court filings can get the company back on track.

Southern Sky Air & Tours, LLC, doing business as Direct Air, filed
a Chapter 11 petition (Bankr. D. Mass. Case No. 12-40944) on March
15, 2012.  Alan L. Braunstein, Esq., at Riemer & Braunstein, LLP,
in Boston, serves as counsel.  The Debtor estimated up to
$1 million in assets and up to $50 million in liabilities.


SPRINGFIELD PROPERTIES: Case Summary & Largest Unsecured Creditor
-----------------------------------------------------------------
Debtor: Springfield Properties, LLLP
        1910 Buckeye Road
        East Dublin, GA 31027

Bankruptcy Case No.: 12-30124

Chapter 11 Petition Date: April 4, 2012

Court: United States Bankruptcy Court
       Southern District of Georgia (Dublin)

Debtor's Counsel: Ward Stone, Jr., Esq.
                  STONE & BAXTER, LLP
                  577 Mulberry Street, Suite 800
                  Macon, GA 31201
                  Tel: (478) 750-9898
                  Fax: (478) 750-9899
                  E-mail: wstone@stoneandbaxter.com

Estimated Assets: $0 to $50,000

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

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

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Bank of Eastman           Attorneys fees         $238,490
P.O. Box 909
Eastman, GA 31023

The petition was signed by John A. Whigham, general partner.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Whigham, John A. Whigham and
  Rebecca K.                           12-30123   04/04/12


SPRINT NEXTEL: Capital Research Holds 10.7% of Series 1 Shares
--------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Capital Research Global Investors disclosed
that, as of March 30 2012, it beneficially owns 319,983,800 shares
of Series 1 common stock of Sprint Nextel Corporation representing
10.7% of the shares outstanding.  A copy of the filing is
available for free at http://is.gd/b9LhiB

                        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.


STONE SERVICES: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Stone Services, LLC
        2601 E 34th Street
        Chattanooga, TN 37407-2821

Bankruptcy Case No.: 12-11751

Chapter 11 Petition Date: April 4, 2012

Court: United States Bankruptcy Court
       Eastern District of Tennessee (Chattanooga)

Judge: Shelley D. Rucker

Debtor's Counsel: Harry R. Cash, Esq.
                  GRANT, KONVALINKA AND HARRISON
                  Republic Centre, Suite 900
                  633 Chestnut Street
                  Chattanooga, TN 37450
                  Tel: (423) 756-8400
                  Fax: (423) 756-0643
                  E-mail: hcash@gkhpc.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its 20 largest unsecured creditors
is available for free at http://bankrupt.com/misc/tneb12-11751.pdf

The petition was signed by William Anthony Allen, managing member.


TALON THERAPEUTICS: Joseph Landy Discloses 92.3% Equity Stake
-------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Joseph P. Landy and his affiliates disclosed
that, as of April 5, 2012, they beneficially own 263,171,568
shares of common stock of Talon Therapeutics, Inc., representing
92.3% of the shares outstanding.  Mr. Landy previous reported
ownership of 194,813,754 common shares or an 89.9% equity stake,
according to a Jan. 13, 2012 report by the TCR.  A copy of the
amended filing is available for free at http://is.gd/8jij9e

                      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.


TBS SHIPPING: Non-Material Plan Supplement OK'd, Plan Confirmed
---------------------------------------------------------------
The Hon. Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York entered an order (A) approving the
proposed non-material modifications to the original plan, as
modified, without the need for further solicitation of votes; and
(B) determining that votes cast with respect to the original plan
be deemed votes cast with respect to the Plan, as modified.

On March 2, 2012, the Debtors filed a version of the Plan that
incorporates technical, non-material modifications made to the
Plan.  The Court has reviewed the technical modifications made to
the Plan, and finds that the technical modifications are not
material and not adverse to any party-in-interest.

Subsequent to this order, the Court confirmed the Prepackaged Plan
of Reorganization for the Debtors with technical modifications
dated as of March 2, 2012.

As reported in the Troubled Company Reporter on March 30, 2012,
the Court confirmed the Company's Plan, paving the way for the
reorganized Company's expedited emergence from chapter 11
proceedings, less than 60 days after its February 6 filing.  The
Plan reflects overwhelming support from its voting lenders to
restructure the Company's secured debt and to pay in full in cash
all allowed claims of unsecured creditors, including all vendors.
As a result, the reorganized Company will emerge from its pre-
packaged restructuring with a healthy capital structure, including
approximately $40.0 million in new money financing provided by its
existing lenders, which will provide ample liquidity for the
Company and enable the Company to maintain its position as a
market leader in the shipping industry.

"We are very pleased with this extraordinary vote of confidence in
our long term sustainability provided by our lenders," said Joseph
E. Royce, Chairman, Chief Executive Officer and President.  "We
look forward to renewing our focus on growing and managing our
business. As a result of this restructuring, our company will be
positioned to successfully compete in our global markets."

At emergence, the reorganized Company will have reduced its debt
by over $100 million since Sept. 30, 2011.  Under the Plan, the
Debtor-in-Possession financing claims and pre-petition secured
debt will be restructured so as to provide new liquidity, extended
maturity dates, and other terms that are expected to ensure the
Company's future viability.

Most importantly, the Company has always and continues to be
committed to its customers and vendors. The Company will have
considerable flexibility to acquire strategic long and short term
charters, which will enable it to meet a wide variety of customer
needs going forward.  In addition, all trade vendors will be paid
in full in cash for all allowed claims.  In fact, the vast
majority of the Company's vendors have already been paid for all
amounts due and continue to maintain positive business relations
with TBS.  Upon emergence from chapter 11, the Company will have
eliminated any possibility of valid vessel arrest due to the
bankruptcy process.

Gregg McNelis, Senior Executive Vice President and Chief Operating
Officer, remarked on the loyalty of key clients throughout the
restructuring process.  "TBS has always put our customers first,
and we have deeply appreciated their continued support as we
worked with our lenders to restructure our bank facilities in the
current difficult operating environment.  TBS is now positioned to
compete even more strongly and to meet all of our customers'
shipping logistics needs."

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported earlier that TBS International Plc received approval from
the bankruptcy judge to sell the 30-year-old M.V. Mohawk Princess
for $3.85 million to NKD Maritime Ltd.  TBS will apply the
proceeds to pay down a portion of the financing for the Chapter 11
case. The sale will enable the company to charter a newer vessel,
according to court papers.

                      About TBS International

TBS International plc, TBS Shipping Services Inc. and its various
subsidiaries and affiliates -- http://www.tbsship.com/-- filed
for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Lead Case No. 12-22224)
on Feb. 6, 2012.  TBS provides ocean transportation services that
offer worldwide shipping solutions to a diverse client base of
industrial shippers in more than 20 countries to over 300
customers.  Through a 41-vessel fleet of multipurpose tweendeckers
and handysize and handymax dry bulk carriers, TBS, in conjunction
with a network of affiliated service companies, offers (a) liner,
parcel and bulk transportation services and (b) time charter
services.

TBS's global headquarters, located in Yonkers, New York, oversees
all major corporate and operational decision-making, including in
connection with drydocking of vessels and other capital
expenditures, fleet positioning, and cargo arrangements with third
parties, including major vendors and customers.  As of the
Petition Date, TBS has roughly 140 employees worldwide, the vast
majority of whom work in the corporate headquarters.  For the year
ended Dec. 31, 2011, TBS's consolidated net revenue was roughly
$369.7 million.  Its consolidated debt is roughly $220 million.

TBS filed together with the petition its Joint Prepackaged Plan of
Reorganization dated Jan. 31, 2012.  As of the Petition Date, the
Debtors have received overwhelming acceptance of the Plan from all
voting classes.  If confirmed, the Plan will implement an agreed
restructuring of the Debtors' obligations to their prepetition
secured lenders, provide for the payment of all general unsecured
claims in full, and effect the cancellation of existing equity
interests at the parent holding company levels and the issuance of
new equity interests to certain of the Debtors' lenders and key
management.  To implement this restructuring, the Debtors have
obtained commitments to provide $42.8 million in debtor-in-
possession financing and an equivalent amount of exit financing.

The Debtors are requesting a hearing to confirm the Plan within 35
days of the Petition Date.

Judge Robert D. Drain presides over the case.  Michael A.
Rosenthal, Esq., and Matthew K. Kelsey, Esq., at Gibson, Dunn &
Crutcher LLP, serve as the Debtors' counsel.  The Debtors'
investment banker is Lazard Freres & Co. LLC, the financial
advisor is AlixPartners LLP.  Cardillo & Corbett serves as special
maritime and corporate counsel, Garden City Group serves as
administrative agent and Gibson, Dunn & Crutcher as counsel.

The petition was signed by Ferdinand V. Lepere, executive vice
president and chief financial officer.

TBS disclosed US$143 million in assets and US$220 million in
debt.

No official committee has yet been appointed by the Office of the
United States Trustee.


TECHNEST HOLDINGS: To Offer 53MM Shares Under 2011 Incentive Plan
-----------------------------------------------------------------
Technest Holdings, Inc., filed with the U.S. Securities and
Exchange Commission a Form S-8 registering 53 million shares of
common stock issuable under the Company's 2011 Equity Incentive
Plan.  The proposed maximum aggregate offering price is
$1 million.  A copy of the prospectus is available for free at:

                        http://is.gd/bNrokO

                      About Technest Holdings

Bethesda, Md.-based Technest Holdings, Inc., has two primary
businesses: AccelPath, which is in the business of enabling
pathology diagnostics and Technest, which is in the business of
the design, research and development, integration, sales and
support of three-dimensional imaging devices and systems.

Wolf & Company, P.C., in Boston, Massachusetts, expressed
substantial doubt about Technest Holdings' ability to continue as
a going concern.  The independent auditors noted that the Company
has suffered recurring losses from operations, has negative cash
flows from operations, a stockholders' deficit and a working
capital deficit.

The Company reported a net loss of $2.9 million on $449,937 of
revenues for the fiscal year ended June 30, 2011, compared with a
net loss of $325,235 on $0 revenue for the fiscal year ended
June 30, 2010.

The Company's balance sheet as of Sept. 30, 2011, showed $5.51
million in total assets, $6.21 million in total liabilities and a
$700,374 total stockholders' deficit.


TERRESTAR CORP: Shareholder Wants Confirmation of Plan Denied
-------------------------------------------------------------
Jeffrey M. Swarts, a shareholder of Terrestar Corporation, filed
with the U.S. Bankruptcy Court for the Southern District of New
York its objection to the confirmation of Terrestar Corporation,
et al.'s Second Amended Chapter 11 Plan.

Mr. Swart, holder of 237,000 common shares of the Company, told
the Court that Mohawk Capital joined in his motion.

According to Mr. Swart, the TSC 2nd POR is unconfirmable and not
feasible.  Mr. Swar also requested that the Court direct the
Debtors to appropriately modify it, or reject it as such and
solicit other Plans from interested parties.

Previously, the Debtors notified the Court that the confirmation
hearing scheduled for April 11, 2012, was adjourned to a date to
be determined by the Court.

The TSC Debtors related that:

-- the adjournment does not change the voting deadline or the
plan objection deadline; and

-- the TSC Debtors' deadline to file (a) any confirmation brief
in support of the Plan; and (b) any reply to objections filed to
the Plan, which was scheduled for April 6,has also been adjourned
to a date to be determined by the Court.

As reported in the Troubled Company Reporter on March 29, 2012,
the TSC Debtors filed a Second Amended Joint Chapter 11 Plan of
TerreStar Corporation, Motient Communications Inc., Motient
Holdings Inc., Motient License Inc., Motient Services Inc.,
Motient Ventures Holding Inc., MVH Holdings Inc., TerreStar
Holdings Inc. and TerreStar New York Inc. and an accompanying
Disclosure Statement explaining the Plan in January. The Court
approved the Disclosure Statement in an order dated Jan. 17. On
Feb. 8, the TSC Debtors filed plan supplement documents.

                         Mohawk Objection

Mohawk Capital LLC, and its affiliates, holders of Series B
Cumulative Convertible Preferred Stock and Common Stock of the
Debtors, object to the Second Amended Plan filed the TSC Debtors
because (i) the Plan valuation is contradicted by an earlier
valuation that the Debtors prepared for the very same asset; (ii)
the value of the TSC Debtors' one significant asset has never been
market tested -- rendering any liquidation or valuation analyses
as merely hypothetical; (iii) the parties driving the plan process
have a significant economic interest in the counterparty to the
Spectrum Lease -- the equity of which is the TSC Debtors' one
significant asset -- giving the parties no incentive to seek the
best value for the TSC Debtors' equity interest in the 1.4 GHz
Spectrum License at the expense of their investment in One Dot
Four; and (iv) the uncertainty of LigthSquared, the parent company
of One Dot Four, having sufficient cash to continue to operate
as a going concern and gaining necessary Federal Communications
Commission approval to begin launching its wireless network, call
into question One Dot Four's ability to continue to meet its
obligation under the Spectrum Lease.

                      About TerreStar Corp.

TerreStar Corporation and TerreStar Holdings, Inc., filed
voluntary Chapter 11 petitions with the U.S. Bankruptcy Court for
the Southern District of New York on Feb. 16, 2011.

TSC's Chapter 11 filing joins the bankruptcy proceedings of
TerreStar Networks Inc. and 12 other affiliates, which filed on
Oct. 19, 2010. The October Chapter 11 cases are procedurally
consolidated under TSN's Case No. 10-15446 under Judge Sean H.
Lane.

TSC is the parent company of each of the October Debtors. TSC has
four wholly owned direct subsidiaries: TerreStar Holdings, Inc.,
TerreStar New York Inc., Motient Holdings Inc., and MVH Holdings
Inc.

TSC's case is jointly administered with the cases of seven of the
October Debtors under the caption In re TerreStar Corporation, et
al., Case No. 11-10612 (SHL). The seven Debtor entities who
sought joint administration with TSC are TerreStar New York Inc.,
Motient Communications Inc., Motient Holdings Inc., Motient
License Inc., Motient Services Inc., Motient Ventures Holdings
Inc., and MVH Holdings Inc.

TSC is a Delaware corporation whose main asset is the equity in
non-Debtor TerreStar 1.4 Holdings LLC, which has the right to use
a "1.4 GHz terrestrial spectrum" pursuant to 64 licenses issued by
the Federal Communication Commission. TSC also has an indirect
89.3% ownership interest in TerreStar Network, Inc., which
operates a separate and distinct mobile communications business.
TerreStar Holdings is a Delaware corporation that directly holds
100% of the interests in 1.4 Holdings LLC.

TerreStar Networks -- TSN -- the principal operating entity of
TSC, developed an innovative wireless communications system to
provide mobile coverage throughout the United States and Canada
using satellite-terrestrial smartphones. The system, however,
required an enormous amount of capital expenditures and initially
produced very little in the way of revenue. TSN's available cash
and borrowing capacity were insufficient to cover its funding;
thus, forcing TSN to seek bankruptcy protection in October 2010.

TSC estimated assets and debts of $100 million to $500 million in
its Chapter 11 petition.

Ira S. Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP,
in New York, serves as counsel for the TSC and TSN Debtors.
Garden City Group is the claims and notice agent. Blackstone
Advisory Partners LP is the financial advisor. The Garden City
Group, Inc., is the claims and noticing agent in the Chapter 11
cases.

Otterbourg Steindler Houston & Rosen P.C. is the counsel to the
Official Committee of Unsecured Creditors formed in TSN's Chapter
11 cases. FTI Consulting, Inc., is the Committee's financial
advisor.

TerreStar Networks sold its business to Dish Network Corp. for
$1.38 billion. It canceled a June 2011 auction because there were
no competing bids submitted by the deadline.

TerreStar Networks previously filed a reorganization plan that
called for secured noteholders to swap more than $850 million in
debt for nearly all the equity in reorganized TerreStar. Junior
creditors, however, would see little recovery under that plan
while existing equity holders would be wiped out. TerreStar
Networks scrapped that plan in 2011 in favor of the auction.

In November 2011, TerreStar Networks filed a liquidating Chapter
11 plan after striking a settlement with creditors. The
creditors' committee initiated lawsuits in July to enhance the
recovery by unsecured creditors.

Judge Lane approved on Feb. 14, 2012, TerreStar Networks Inc.'s
Chapter 11 plan to divvy up the proceeds from the sale to Dish
Network.


TITAN PHARMACEUTICALS: To Raise $5.5 Million in Direct Offering
---------------------------------------------------------------
Titan Pharmaceuticals, Inc., has entered into definitive
agreements to sell approximately $5.5 million of shares of its
common stock and warrants to purchase shares of its common stock
in a registered direct offering to institutional investors.  Titan
will issue an aggregate of 6,517,648 shares of common stock to the
institutional investors together with warrants to purchase an
additional 13,035,296 shares of common stock.

Each investor will receive one share of common stock, a series A
warrant to purchase one share of common stock and a series B
warrant to purchase one share of common stock for a purchase price
of $0.85.  The series A warrants have an exercise price of $1.15
per share and are exercisable commencing six months after the date
of issuance through the six year anniversary of the issuance date.
The series B warrants have an exercise price of $0.85 and are
exercisable for six months commencing on the date of issuance.

The Company intends to use the net proceeds from the offering to
fund the preparation of a New Drug Application for Probuphine and
for working capital and general corporate purposes.

The closing of the offering is expected to occur on or about
April 13, 2012, subject to customary closing conditions, at which
time Titan will receive the cash proceeds and deliver the
securities.

Rodman & Renshaw, LLC, a wholly-owned subsidiary of Rodman &
Renshaw Capital Group, Inc. (NASDAQ: RODM), acted as the exclusive
placement agent for the offering.

The common stock and warrants are being offered by Titan pursuant
to an effective registration statement on Form S-3 filed with the
Securities and Exchange Commission.  A prospectus supplement
relating to the offering described above will be filed with the
SEC.

On April 9, 2012, the Company executed Amendment No. 2 to the
Rights Agreement dated Dec. 20, 2011, to provide that the
provisions of the Rights Agreement will not apply to any person
who becomes the beneficial owner of 15% or more of the Company's
common stock as a result of purchasing securities in the Offering.
A copy of the Amendment is available for free at:

                        http://is.gd/9Nnxcv

                    About Titan Pharmaceuticals

South San Francisco, California-based Titan Pharmaceuticals, Inc.,
is a biopharmaceutical company developing proprietary therapeutics
primarily for the treatment of central nervous system (?CNS?)
disorders.

For 2011, OUM & Co. LLP, in San Francisco, California, expressed
substantial doubt about Titan Pharmaceuticals' ability to continue
as a going concern.  The independent auditors noted that the
Company's cash resources will not be sufficient to sustain its
operations through 2012 without additional financing, and that the
Company also has suffered recurring operating losses and negative
cash flows from operations.

The Company reported a net loss of $15.2 million for 2011,
compared with a net loss of $5.6 million for 2010.

The Company's balance sheet at Dec. 31, 2011, showed $10.2 million
in total assets, $30.3 million in total liabilities, and a
stockholders' deficit of $20.1 million.


TJ'S ALPINE: Case Summary & 5 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: TJ's Alpine, Inc.
        3269 S Alpine Road
        Rockford, IL 61109

Bankruptcy Case No.: 12-81398

Chapter 11 Petition Date: April 6, 2012

Court: United States Bankruptcy Court
       Northern District of Illinois (Rockford)

Judge: Manuel Barbosa

Debtor's Counsel: Linda Godfrey, Esq.
                  A LAW OFFICE OF CROSBY AND ASSOCIATES,
                  PC & AMERICAN LAW FIRM, PC
                  475 Executive Parkway
                  Rockford, IL 61107
                  Tel: (815) 397-2006
                  Fax: (815) 394-1955
                  E-mail: LGodfrey@thecrosbylawfirm.com

Scheduled Assets: $850,000

Scheduled Liabilities: $1,854,728

A copy of the Company's list of its five largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/ilnb12-81398.pdf

The petition was signed by Don Sheppard, president.


TRAINOR GLASS: United Architectural Recovers $1.2 Million
---------------------------------------------------------
Glassmagazine.com reports that officials from United Architectural
Metals say the company recouped the $1.2 million it was owed by
Trainor Glass Co. for the Firekeepers Hotel & Event Center in
Battlecreek, Michigan.  The bonding company for the project fully
paid UAM what it was owed, according to company officials.  United
Architectural Metals was listed as the largest creditor in the
Trainor Glass Chapter 11 bankruptcy filings.

Trainor Glass Company, doing business as Trainor Modular Walls,
Trainor Solar, and Trainor Florida, filed for Chapter 11
bankruptcy (Bankr. N.D. Ill. Case No. 12-09458) on March 9, 2012.
The Hon. Carol A. Doyle oversees the case.  David A. Golin, Esq.,
Michael L. Gesas, Esq., and Kevin H. Morse, Esq., at Arnstein &
Lehr LLP, serve as the Debtor's counsel.  The Debtor estimated
both assets and debts of between $50 million and $100 million.

Trainor was founded in 1953 by Robert J. Trainor Sr. to pursue a
residential glass business in Chicago, Illinois.  Trainor's
business model was focused on quality fabrication, design,
engineering, and installation of glass products and framing
systems in virtually every architectural application, including
(a) new construction, (b) green-building solutions, (c) building
rehabilitation, (d) storefronts and entrances, (e) tenant
interiors, and (f) custom-specialty work.

The U.S. Trustee for Region 10 appointed three creditors to serve
on an Official Committee of Unsecured Creditors in the Chapter 11
case of Trainor Glass Company.


TRIBUNE CO: Debtor and DirecTV Settle to End Channel Blackout
-------------------------------------------------------------
DirecTV and Tribune have reached a retransmission consent deal
for DIRECTV to continue carrying all of Tribune's local stations
and WGN America for the next five years, according to an April 4
public statement.  Terms of the deal were not disclosed.

On March 31, Tribune pulled out its local channels and WGN
America from DirecTV.  Tribune alleged that DirecTV has never
compensated the broadcaster for the retransmission of its
television stations.

"We're pleased that Tribune and their creditors now recognize
that all DirecTV wanted from day one was to pay fair market rates
for their channels," said Derek Chang, executive vice president
of Content, Strategy and Development, DirecTV.  "It's unfortunate
that Tribune was willing to hold our customers hostage in an
attempt to extract excessive rates, but in the end we reached a
fair deal at market rates similar to what we originally agreed to
on March 29.  On behalf of our customers, we are very happy to
close the deal and put this behind us."

Tribune restored all of their local signals and WGN America to
DirecTV customers.

DirectTV filed a complaint with the Federal Communications
Commission against Tribune, citing more than five million DirecTV
customers losing access to Tribune's 23 local stations in 19
cities since March 31.

DirecTV sought immediate intervention from the federal agency
against Tribune for "failing to negotiate in good faith and
bringing into question whether broadcast licenses have been
prematurely, and inappropriately, transferred to bankruptcy
creditors," according to DirecTV's April 2 press release.

DirecTV disclosed in its complaint that it negotiated with
Tribune for months, "only learning on the very eve of expiration
that it had never been dealing with anyone who had the authority
required under the [FCC] rules."  "The following day, however,
Tribune reneged on the agreement.  Tribune later confirmed that
its management had been overruled by the hedge fund and
investment bank creditors," the complaint read.

                         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)


UNIGENE LABORATORIES: Names Zietsman as Finance Exec. Director
--------------------------------------------------------------
Unigene Laboratories, Inc., has appointed Brian Zietsman, age 48,
to the position of Executive Director, Finance, effective April 9,
2012.  Mr. Zietsman will receive an initial annual salary of
$200,000.  Thereafter, the salary may be reviewed and adjusted by
the Company as it will determine is appropriate.  He will also
participate in the Company's regular bonus program, be eligible to
receive an annual bonus based on the achievement of Company-wide
and individual objectives, and will be permitted to participate in
such employee benefit plans as are made available by the Company
to its employees generally.

Mr. Zietsman will be granted an option to purchase 120,000 shares
of the Company's common stock, exercisable at the closing price
per share on the Effective Date.  One-third of those shares will
vest and become exercisable on each of the first, second and third
anniversaries of the Effective Date, provided that Mr. Zietsman
remains continuously employed by the Company from the Effective
Date through those dates.  The Company or Mr. Zietsman can
terminate his employment at any time, with or without cause.

Prior to joining the Company, Mr. Zietsman spent the previous 13
years in varying accounting and financial reporting positions.
Most recently, Mr. Zietsman served as corporate controller for
Duff & Phelps, LLC since June 2011, where he oversaw the company's
accounting functions.  Prior to his tenure at Duff & Phelps, LLC,
Mr. Zietsman held various financial positions with Enzon
Pharmaceuticals, Inc., Reliant Pharmaceuticals, Inc. and Deloitte
& Touche LLP from April 1994 through May 2011.

On April 4, 2012, the Company received and accepted the
resignation of David S. Moskowitz, its Chief Financial Officer,
who had served as the principal financial officer of the Company.
As a result of Mr. Moskowitz's resignation, the Company and Mr.
Moskowitz agreed to terminate Mr. Moskowitz's employment agreement
effective immediately.  Following Mr. Moskowitz's resignation, Mr.
Moskowitz entered into a four month consulting agreement with the
Company.  In this capacity, Mr. Moskowitz will assist the Company
with strategic planning and other related strategic initiatives.
In consideration for his consulting services, Unigene will pay Mr.
Moskowitz the total gross amount of $96,000 to be paid in bi-
monthly, equal installments.  In addition, upon the successful
completion of the consultancy, 250,000 of the 750,000 options
previously granted to Mr. Moskowitz under this employment
agreement shall vest.  The stock options will be exercisable by
Mr. Moskowitz for three years following the date of the end of the
consultancy.  The remaining 500,000 options previously granted to
Mr. Moskowitz were terminated upon termination of his employment
agreement.

In connection with Mr. Moskowitz's resignation, the Company has
appointed Mr. Zietsman as the Company's principal financial
officer, effective immediately.  In addition, Mr. Zietsman will
serve as the Company's principal accounting officer, effective
May 16, 2012.

                           About Unigene

Unigene Laboratories, Inc. OTCBB: UGNE) -- http://www.unigene.com/
-- is a biopharmaceutical company focusing on the oral and nasal
delivery of large-market peptide drugs.

Unigene reported a net loss of $17.92 million in 2011, a net loss
of $27.86 million in 2010, and a net loss of $13.38 million in
2009.

The Company's balance sheet at Dec. 31, 2011, showed $17.67
million in total assets, $72.81 million in total liabilities and a
$55.13 million total stockholders' deficit.

Grant Thornton LLP, in New York, expressed substantial doubt about
Unigene Laboratories' ability to continue as a going concern
following the Company's 2009 results.  The firm noted that the
Company has incurred a net loss of $13,400,000 during the year
ended Dec. 31, 2009 and has an accumulated deficit of
approximately $143,000,000 as of Dec. 31, 2009.  As of that
date, the Company's current liabilities exceeded its current
assets by $1,251,000 and its total liabilities exceeded total
assets by $30,442,000.


UNISYS CORP: Moody's Revises Outlook on 'B1' CFR to Stable
----------------------------------------------------------
Moody's Investors Service affirmed Unisys Corp.'s debt ratings,
including the corporate family rating of B1, senior secured of
Ba1, and senior unsecured of B2. Moody's has revised the ratings
outlook to stable from positive, to reflect Unisys' much higher
pension funding requirement, which will strain free cash flow and
is likely to keep credit metrics consistent with the B1 rating
level.

Ratings Rationale

The change in outlook reflects Moody's view that free cash flow
(FCF), although still positive, will be strained due to Unisys'
expected contribution to its US and international pensions, which
will increase to approximately $241 million in 2012. A similar
amount of contribution to the pension plans is also likely next
year, in Moody's view. Although Unisys has reduced debt rapidly
and is still on plan to reduce funded debt to $210 million by
December 31, 2013 (from $360 million at December 31, 2011), the
pension funding could slow this rate of debt reduction. Given
Moody's expectation of flat to slightly lower EBITDA on declining
revenues, the large pension obligation, and the slower expected
rate of debt reduction makes it likely that debt to EBITDA (after
standard adjustments) will remain in the range consistent with the
B1 corporate family rating.

Moody's expects that Unisys will experience revenue declines in
the low single digits and reduced FCF due to the increased pension
funding burden, resulting in debt to EBITDA (standard adjustments)
of about 4.5x by the end of 2012. The rating could be upgraded if
Unisys were to demonstrate sustainable organic revenue growth,
with an operating margin sustained at about 10%, and improving
free cash flow, resulting in debt to EBITDA (standard adjustment,
including unfunded pension obligations) of less than 3.5x and FCF
to debt (standard adjustments) of at least 10% on a sustained
basis. The ratings could be lowered if Moody's expects that Unisys
will be unable to generate sustained profitability and positive
free cash flow. The ratings could also be lowered if Moody's
expects additional sizable increases in the pension funding
requirement or if Unisys engages in large debt-funded share
repurchases or acquisitions such that debt to EBITDA (standard
adjustments) is expected to remain above 5.5x or FCF to debt
(standard adjustments) to remain below 2%.

Loss Given Default Adjustments:

  Issuer: Unisys Corporation

    Senior Secured Regular Bond/Debenture, Upgraded to LGD1, 07%
    from LGD1, 08%

    Senior Unsecured Regular Bond/Debenture, Upgraded to LGD4,
    59% from LGD4, 67%

Outlook Actions:

  Issuer: Unisys Corporation

    Outlook, Changed To Stable From Positive

The principal methodology used in rating Unisys was the Global
Business and Consumer Service Industry, which can be found at
www.moodys.com in the Credit Policy & Methodologies directory, in
the Ratings Methodologies subdirectory. Other methodologies and
factors that may have been considered in the process of rating
this issuer can also be found in the Credit Policy & Methodologies
directory.

Unisys, based in Blue Bell, Pennsylvania, provides information
technology services and enterprise server hardware worldwide.


VMV LAND: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: VMV Land Holdings 1, LLC
        3311 S. Rainbow Boulevard, Suite 209
        Las Vegas, NV 89146

Bankruptcy Case No.: 12-14095

Chapter 11 Petition Date: April 6, 2012

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Linda B. Riegle

Debtor's Counsel: Timothy P. Thomas, Esq.
                  LAW OFFICES OF TIMOTHY P. THOMAS, LLC
                  8670 W. Cheyenne Ave. #120
                  Las Vegas, NV 89129
                  Tel: (702) 227-0011
                  Fax: (702) 227-0015
                  E-mail: tthomas@tthomaslaw.com

Scheduled Assets: $2,004,280

Scheduled Liabilities: $210,368

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/nvb12-14095.pdf

The petition was signed by William Dyer, president of Integrated
Financial Associates, Inc., manager.

Affiliates that previously filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Harmony Grove Holdings, LLC            10-25481   08/16/10
Integrated Financial Associates        11-13537   03/14/11
Isleton Land Holdings, LP              11-12552   02/25/11
Kings Inn Holdings, LLC                12-12101   02/28/12
Ranches Holdings, LLC                  12-13157   03/20/12
Tennvada Holdings 1, LLC               11-24135   09/02/11


WESTRIDGE OFFICE: Case Summary & 4 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Westridge Office, L.L.C.
        fka Pine Trees Office Center
        70 West Long Lake, Ste. 114
        Troy, MI 48098

Bankruptcy Case No.: 12-48729

Chapter 11 Petition Date: April 5, 2012

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

Judge: Walter Shapero

Debtor's Counsel: Jeffrey S. Grasl, Esq.
                  MCDONALD HOPKINS, PLC
                  39533 Woodward Avenue, Suite 318
                  Bloomfield Hills, MI 48304
                  Tel: (248) 646-5070
                  E-mail: jgrasl@mcdonaldhopkins.com

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

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

A copy of the list of four largest unsecured creditors is
available for free at http://bankrupt.com/misc/mieb12-48729.pdf

The petition was signed by Michael P. Guerra, member.


WETHERINGTON TRACTOR: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Wetherington Tractor Service, Inc.
        P.O. Box 4199
        Plant City, FL 33563

Bankruptcy Case No.: 12-05305

Chapter 11 Petition Date: April 6, 2012

Court: United States Bankruptcy Court
       Middle District of Florida (Tampa)

Debtor's Counsel: Alberto F Gomez, Jr., Esq.
                  MORSE & GOMEZ, PA
                  119 S. Dakota Avenue
                  Tampa, FL 33606
                  Tel: (813) 301-1000
                  E-mail: algomez@morsegomez.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flmb12-05305.pdf

The petition was signed by Kimball Wetherington, president.


WIGGINS FARMS: Case Summary & 19 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Wiggins Farms, Inc.
        5918 Little Wiggins Road
        La Grange, NC 28551

Bankruptcy Case No.: 12-02651

Chapter 11 Petition Date: April 4, 2012

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

Judge: Randy D. Doub

Debtor's Counsel: Jason L. Hendren, Esq.
                  HENDREN & MALONE, PLLC
                  4600 Marriott Drive, Suite 150
                  Raleigh, NC 27612
                  Tel: (919) 573-1422
                  Fax: (919) 420-0475
                  E-mail: aspangler@hendrenmalone.com

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

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

A copy of the Company's list of its 19 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/nceb12-02651.pdf

The petition was signed by James Scott Wiggins, vice president.


* "Minimal Standard of Living" Test Absolute on Discharge
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that if an individual bankrupt maintains more than a
"minimal standard of living," he or she is not entitled to a
partial discharge of student loan debt.  The case involved an
individual, age 66, who had about $220,000 in student loan debt as
a consequence of obtaining multiple advanced degrees during
adulthood.  When he filed Chapter 7 bankruptcy, the judge
discharged all except $40,000 of his student loan debt.  The
lender appealed and won in an opinion by U.S. District Judge
Morrison C. England Jr. in Sacramento, California.  Although a
bankruptcy judge is entitled to discharge student loan debt
partially, having more than a minimal standard of living under the
"undue hardship" test requires denying discharge of all student
loans.  The case is Whitman v. Educational Credit Management Corp.
(In re Whitman), 11-00770, U.S. District Court, Eastern District
California (Sacramento).


* Moody's Says US Credit Card Sector Continue to Face Challenges
----------------------------------------------------------------
The outlook for the US credit card industry remains stable,
Moody's Investors Service says in a new report. The outlook
reflects primarily card issuers' stronger asset quality and
profitability in an improved macroeconomic environment.

"Card issuers' asset quality has improved significantly over the
past year on the back of stronger employment numbers, higher
monthly payments by cardholders and continued 'portfolio
cleansing' by issuers," says Vice President and author of the
report Curt Beaudouin. "And we expect this trend to continue in
2012."

Indeed, while charge-offs peaked at 11% for the Big 6 issuers in
the first quarter of 2010, they are expected to be down a further
15% -- 20% this year. Beaudouin notes however that asset quality
varies among the major issuers.

"Together with expected balance growth of about 5%, continued
improvement in asset quality should lead to a significant increase
in profitability this year, with pre-tax profits likely to go up
by about 35%," Beaudouin says.

Reflecting their improved profitability, capital levels at the Big
6 issuers have remained strong. As a result, dividend and share
repurchase increases began to take hold among the major issuers
last year, with the exception of Capital One, due to its
acquisitions.

Despite these positives, however, the industry does continue to
face significant challenges. "Credit card issuers are under
intensified political and regulatory pressures," Beaudouin says.
"Further, the US economy remains vulnerable to shocks from higher
gas prices and geopolitical tensions, as well as from potential
government policy changes early next year focusing on further
fiscal tightening."

The report is titled "U.S. Card Issuers Poised for Growth".


* Karol K. Denniston Joins Schiff Hardin in San Francisco
---------------------------------------------------------
Karol K. Denniston has joined Schiff Hardin LLP as a partner in
the Restructuring, Bankruptcy and Creditors' Rights Group from
Brownstein Hyatt Farber Schreck in Los Angeles.

Ms. Denniston has provided bankruptcy analysis and counsel to
clients for more than 20 years. Currently, her practice is focused
on municipal restructurings, including neutral evaluation designed
to eliminate the need for a Chapter 9 filing or make a Chapter 9
filing more efficient. Ms. Denniston played a key role in the
drafting and passage of Assembly Bill 506 (AB 506), that requires
municipalities in California to participate in a neutral
evaluation process before filing for bankruptcy.

In addition, Ms. Denniston provides bankruptcy advice and counsel
in connection with structured finance transactions designed to
manage credit and collection risk by utilizing appropriate debt
and equity structures. She frequently represents parties in
Chapter 11 proceedings, most recently representing the Official
Creditors Committee in the Round Table Chapter 11. She frequently
advises lenders and borrowers in distressed commercial real estate
restructuring transactions and often advises private equity
clients on bankruptcy risk and restructuring.

Ms. Denniston appreciates the need to implement timely and cost-
effective structures to resolve troubled transactions, and has a
strong interest in alternative dispute resolution. She is an
experienced mediator and arbitrator, and on behalf of clients has
utilized all forms of alternative dispute resolution to resolve
matters arising in distressed multinational transactions. Ms.
Denniston lectures frequently on distressed debt trading and on
the use of ADR to resolve distressed commercial transactions and
disputes arising in bankruptcy proceedings, as well as
international insolvency and reorganization proceedings.

Ms. Denniston graduated from West Virginia University College of
Law (J.D., 1985), West Virginia University (M.A., Education, with
honors, 1982) and Concord College (B.A., English and Speech
Communication, cum laude, 1980).


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------
In re 1294 Jefferson LLC
   Bankr. C.D. Calif. Case No. 12-19284
      Chapter 11 Petition filed March 15, 2012
         filed pro se

In re Julie Zakari
   Bankr. D. Ariz. Case No. 12-06522
      Chapter 11 Petition filed March 29, 2012

In re Antoine Meo
   Bankr. N.D. Calif. Case No. 12-42748
      Chapter 11 Petition filed March 29, 2012

In re Lister Harrell
   Bankr. S.D. Ga. Case No. 12-30112
      Chapter 11 Petition filed March 29, 2012

In re Donald Chatman
   Bankr. N.D. Ill. Case No. 12-12757
      Chapter 11 Petition filed March 29, 2012

In re Leachman Enterprises Inc.
     dba Auto Perks Car Sales
   Bankr. W.D. Ky. Case No. 12-31496
      Chapter 11 Petition filed March 29, 2012
         See http://bankrupt.com/misc/kywb12-31496.pdf
         represented by: Alisha D. Triplett, Esq.
                         The Law Office of Alisha D. Triplett
                         E-mail: alisha_triplett@yahoo.com

In re James Whitelaw
   Bankr. D. Mass. Case No. 12-12593
      Chapter 11 Petition filed March 29, 2012

In re Los Cuatro Amigos Real Estate Venture Group, LLC
   Bankr. E.D. Mich. Case No. 12-21055
      Chapter 11 Petition filed March 29, 2012
         See http://bankrupt.com/misc/mieb12-21055p.pdf
         See http://bankrupt.com/misc/mieb12-21055c.pdf
         represented by: Keith A. Schofner, Esq.
                         E-mail:  kaschofner@lambertleser.com

In re Thomas Investments, Inc.
   Bankr. E.D. Mich. Case No. 12-47911
      Chapter 11 Petition filed March 29, 2012
         See http://bankrupt.com/misc/mieb12-47911p.pdf
         See http://bankrupt.com/misc/mieb12-47911c.pdf
         represented by: Kimberly Ross Clayson, Esq.
                         E-mail:  kclayson@schneidermiller.com

In re Jose Tapia
   Bankr. D. Nev. Case No. 12-50716
      Chapter 11 Petition filed March 29, 2012

In re Physiques Unlimited II, Inc.
     dba Gold's Gym /Signature Fitness
   Bankr. D. N.J. Case No. 12-18215
      Chapter 11 Petition filed March 29, 2012
         See http://bankrupt.com/misc/njb12-18215.pdf
         represented by: Steven D. Pertuz, Esq.
                         Law Offices of Steven D. Pertuz, LLC
                         E-mail: pertuzlaw@verizon.net

In re New Home Temple #786, Improved, Benevolent,
   Protective Order of The Elks of the World, Inc.
   Bankr. E.D.N.Y. Case No. 12-71882
      Chapter 11 Petition filed March 29, 2012
         See http://bankrupt.com/misc/nyeb12-71882.pdf
         represented by: Roy J. Lester, Esq.
                         E-mail: rlester@rlesterlaw.com

In re PVC Management Properties, LLC
   Bankr. E.D.N.Y. Case No. 12-42250
      Chapter 11 Petition filed March 29, 2012
         filed pro se
         See http://bankrupt.com/misc/nyeb12-42250.pdf

In re Carlos Arbona Garcia
   Bankr. D.P.R. Case No. 12-02342
      Chapter 11 Petition filed March 29, 2012

In re George Gurkin
   Bankr. W.D. Tenn. Case No. 12-23401
      Chapter 11 Petition filed March 29, 2012

In re Thodore Savvas
   Bankr. E.D. Va. Case No. 12-71394
      Chapter 11 Petition filed March 29, 2012

In re Aggressive Enterprise Investments, LLC
   Bankr. E.D. Va. Case No. 12-71375
      Chapter 11 Petition filed March 29, 2012
         See http://bankrupt.com/misc/vaeb12-71375.pdf
         represented by: John W. Trippr, Esq.
                         E-mail: jtripplaw@aol.com


In 101 Investments, LLC
   Bankr. D. Ariz. Case No. 12-06613
      Chapter 11 Petition filed March 30, 2012
         See http://bankrupt.com/misc/azb12-06613.pdf
         represented by: Richard Drake, Esq.
                         Barski Drake, PLC
                         E-mail: rdrake@bdlawyers.com

In James Counts
   Bankr. D. Ariz. Case No. 12-06697
      Chapter 11 Petition filed March 30, 2012

In Inland Pedorthic Services, Inc.
   Bankr. C.D. Calif. Case No. 12-17923
      Chapter 11 Petition filed March 30, 2012
         See http://bankrupt.com/misc/cacb12-17923.pdf
         represented by: Robert B. Rosenstein, Esq.
                         Rosenstein & Hitzeman
                         E-mail: robert@rosenhitz.com

In J. Sobie Investments, Inc.
      dba Foot Solutions
   Bankr. C.D. Calif. Case No. 12-17915
      Chapter 11 Petition filed March 30, 2012
         See http://bankrupt.com/misc/cacb12-17915.pdf
         represented by: Robert B. Rosenstein, Esq.
                         Rosenstein & Hitzeman
                         E-mail: robert@rosenhitz.com

In Sarkis Baghikian
   Bankr. C.D. Calif. Case No. 12-13049
      Chapter 11 Petition filed March 30, 2012

In Earl Walsh
   Bankr. M.D. Fla. Case No. 12-04779
      Chapter 11 Petition filed March 30, 2012

In Estela's Mexican Restaurant, Inc.
   Bankr. M.D. Fla. Case No. 12-04935
      Chapter 11 Petition filed March 30, 2012
         See http://bankrupt.com/misc/flmb12-04935p.pdf
         See http://bankrupt.com/misc/flmb12-04935c.pdf
         represented by: Scott A. Stichter, Esq.
                         Stichter, Riedel, Blain & Prosser
                         E-mail:  sstichter.ecf@srbp.com

In Osprey Village Development Company, Inc.
   Bankr. M.D. Fla. Case No. 12-04775
      Chapter 11 Petition filed March 30, 2012
         See http://bankrupt.com/misc/flmb12-04775.pdf
         represented by: Allan C. Watkins, Esq.
                         Watkins Law Firm, PA
                         E-mail: court@watkinslawfl.com

In Re Standard Plumbing & Supplies Co., Inc.
   Bankr. M.D. Fla. Case No. 12-02148
      Chapter 11 Petition filed March 30, 2012
         filed pro se
         See http://bankrupt.com/misc/flmb12-02148.pdf

In Kenyatta Day Care Center
   Bankr. N.D. Ill. Case No. 12-13088
      Chapter 11 Petition filed March 30, 2012
         See http://bankrupt.com/misc/ilnb12-13088.pdf
         represented by: Karen J. Porter, Esq.
                         Porter Law Network
                         E-mail:  kjplawnet@aol.com

In Gwendolyn Rios
   Bankr. D. Kan. Case No. 12-40449
      Chapter 11 Petition filed March 30, 2012

In Little Union Baptist Church
   Bankr. W.D. La. Case No. 12-10806
      Chapter 11 Petition filed March 30, 2012
         See http://bankrupt.com/misc/lawb12-10806.pdf
         represented by: Ralph Scott Bowie, Jr., Esq.
                         Daye, Bowie & Beresko, APLC
                         E-mail: rsbowie@bellsouth.net

In William MacInnes
   Mary MacInnes
   Bankr. E.D. Mich. Case No. 12-21058
      Chapter 11 Petition filed March 30, 2012

In Brooks Rental Properties V, LLC
   Bankr. W.D. Mich. Case No. 12-03141
      Chapter 11 Petition filed March 30, 2012
         See http://bankrupt.com/misc/miwb12-03141.pdf
         represented by: Robert A. Stariha, Esq.
                         Stariha Law Offices, P.C.
                         E-mail: slobr@sbcglobal.net

In Brooks Rental Properties VII, LLC
   Bankr. W.D. Mich. Case No. 12-03140
      Chapter 11 Petition filed March 30, 2012
         See http://bankrupt.com/misc/miwb12-03140.pdf
         represented by: Robert A. Stariha, Esq.
                         Stariha Law Offices, P.C.
                         E-mail: slobr@sbcglobal.net

In Kenneth Harden
   Bankr. W.D. Mo. Case No. 12-60560
      Chapter 11 Petition filed March 30, 2012

In Brandon-Legg Development Corporation
   Bankr. D. Mont. Case No. 12-60490
      Chapter 11 Petition filed March 30, 2012
         See http://bankrupt.com/misc/mtb12-60490.pdf
         represented by: Gary S. Deschenes, Esq.
                         E-mail: descheneslaw@dslawoffices.net

In Dedric Ward
   Bankr. D. Nev. Case No. 12-13763
      Chapter 11 Petition filed March 30, 2012

In Rizalino Cruz
   Bankr. D. Nev. Case No. 12-13754
      Chapter 11 Petition filed March 30, 2012

In Bay Front Marina and Yacht Basin, LLC
   Bankr. D. N.J. Case No. 12-18390
      Chapter 11 Petition filed March 30, 2012
         See http://bankrupt.com/misc/njb12-18390.pdf
         represented by: Joseph J. Dochney, Esq.

In Wayne Delora
   Bankr. D. N.M. Case No. 12-11243
      Chapter 11 Petition filed March 30, 2012

In Robert Federico
   Bankr. S.D.N.Y. Case No. 12-35776
      Chapter 11 Petition filed March 30, 2012

In Onyx Financial, LLC
   Bankr. W.D. Okla. Case No. 12-11557
      Chapter 11 Petition filed March 30, 2012
         See http://bankrupt.com/misc/okwb12-11557.pdf
         represented by: Jerome S. Sepkowitz, Esq.
                         Derryberry & Naifeh, LLP
                         E-mail: jsepkowitz@derryberrylaw.com

In Guy Schutzeus
   Bankr. W.D. Pa. Case No. 12-21650
      Chapter 11 Petition filed March 30, 2012

In James Celovsky
   Bankr. W.D. Pa. Case No. 12-21635
      Chapter 11 Petition filed March 30, 2012

In HA-AN V, L.L.C
   Bankr. D. S.C. Case No. 12-02126
      Chapter 11 Petition filed March 30, 2012
         See http://bankrupt.com/misc/scb12-02126p.pdf
         See http://bankrupt.com/misc/scb12-02126c.pdf
         represented by: Robert H. Cooper, Esq.
                         E-mail: bknotice@thecooperlawfirm.com

In HE-HE II, L.L.C.
   Bankr. D. S.C. Case No. 12-02127
      Chapter 11 Petition filed March 30, 2012
         See http://bankrupt.com/misc/scb12-02127p.pdf
         See http://bankrupt.com/misc/scb12-02127c.pdf
         represented by: Robert H. Cooper, Esq.
                         E-mail: bknotice@thecooperlawfirm.com

In Marion Gurkin
   Bankr. W.D. Tenn. Case No. 12-23404
     Chapter 11 Petition filed March 30, 2012

In Walkson, LP
     dba Tyler Cleaners
   Bankr. N.D. Texas Case No. 12-10099
      Chapter 11 Petition filed March 30, 2012
         See http://bankrupt.com/misc/txnb12-10099.pdf
         represented by: Kevin W. Willhelm, Esq.
                         Law Office of Weir & Willhelm
                         E-mail: weir_willhelm@sbcglobal.net

In Terry Diehl
   Bankr. D. Utah Case No. 12-24048
     Chapter 11 Petition filed March 30, 2012

In Laney Ross Real Estate, LLC
   Bankr. N.D. W.Va. Case No. 12-00464
      Chapter 11 Petition filed March 30, 2012
         See http://bankrupt.com/misc/wvnb12-00464.pdf
         represented by: Kelly Kotur, Esq.
                         Davis Law Office
                         E-mail: kellykoturdlo@comcast.net

In Red, White & Blue Homes, LLC
   Bankr. N.D. W.Va. Case No. 12-00465
      Chapter 11 Petition filed March 30, 2012
         See http://bankrupt.com/misc/wvnb12-00465.pdf
         represented by: Kelly Kotur, Esq.
                         Davis Law Office
                         E-mail: kellykoturdlo@comcast.net

In re Cardin Real Estate Group, Inc.
   Bankr. D. Md. Case No. 12-16196
      Chapter 11 Petition filed April 2, 2012
         filed pro se

In re Hagin-Fewell Revitilization, LLC
   Bankr. D. S.C. Case No. 12-02223
      Chapter 11 Petition filed April 4, 2012
         filed pro se



                            *********

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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