TCR_Public/120418.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, April 18, 2012, Vol. 16, No. 107

                            Headlines

1701 COMMERCE: May 8 Hearing on Bid to Use Hotel Revenues
1701 COMMERCE: Sec. 341 Creditors' Meeting on May 11
1701 COMMERCE: Hires John P. Lewis, Jr. as Bankruptcy Attorney
10717 LLC: Asks Court to Approve Rosenberg as Bankr. Counsel
10717 LLC: U.S. Trustee Appoints 3-Member Creditors' Panel

A&E GROUP: Enters Liquidation Process
ACCENTIA BIOPHARMA: Board OK's Executive Salaries with Condition
AMERICAN DEFENSE: Swings to $9.3 Million Net Income in 2011
AMERICAN PEGASUS: Liquidators Can Buy Synergy Acceptance
ARCAPITA BANK: Barclays Proposes "Screening Wall" Procedures

ARCAPITA BANK: Matters Set for Hearing Tuesday Adjourned to May 7
ARCH COAL: Moody's Issues Summary Credit Opinion
ATTACK PROPERTIES: Voluntary Chapter 11 Case Summary
AVEOS FLEET: Assets Attract 23 Interested Buyers
AVEOS FLEET: Employees to Get C$6.2MM Wages, Payroll Payment

BERNARD L. MADOFF: Cuomo Says $162MM Wilpon Settlement Is Fair
BERNARD L. MADOFF: Dist. Court Seeks Arguments Over Stern Ruling
BIO-KEY INTERNATIONAL: Incurs $1.8 Million Net Loss in 2011
BIOFUELS POWER: Incurs $1.3 Million Net Loss in 2011
BIOZONE PHARMACEUTICALS: Incurs $5.4 Million Net Loss in 2011

BLACK ELK: Moody's Upgrades CFR/PDR to 'Caa1'; Outlook Stable
CHAPARRAL ENERGY: Moody's Upgrades CFR to 'B2'; Outlook Stable
CHRISTIAN BROTHERS: Abuse Claimants Question Sale of Properties
CICERO INC: Widens Net Loss to $2.9 Million in 2011
CIRTRAN CORP: Incurs $7 Million Net Loss in 2011

COMMONWEALTH BIOTECH: Incurs $228,000 Net Loss in 2011
COMPETITIVE TECHNOLOGIES: Incurs $3.6 Million Net Loss in 2011
CONNAUGHT GROUP: Business Sold to Royal Spirit, Tom James
CONTRACT RESEARCH: Auction to be Held May 15, Bids Due May 11
CORD BLOOD: Incurs $5.9 Million Net Loss in 2011

CORD BLOOD: St. George Investments Discloses 9.9% Equity Stake
COYOTES HOCKEY: Glendale Council in Talks for Potential Offers
DAY4 ENERGY: Gets Notice of Delisting Review by the TSEX
DIABETES AMERICA: Plan of Liquidation Declared Effective
DIGITILITI INC: Incurs $3.9 Million Net Loss in 2011

DUTCH GOLD: Incurs $4.5 Million Net Loss in 2011
DVOGEL LLC: Case Summary & Largest Unsecured Creditor
EAU TECHNOLOGIES: Swings to $3 Million Net Loss in 2011
ELLINWOOD COUNTRY CLUB: Files for Bankruptcy to Restructure Debts
ENGLOBAL ENG: Enters Into Limited Waiver and Amendment

ENRON CORP: Supreme Court Won't Hear Second Skilling Appeal
EXPERT GLOBAL: Moody's Raises Corp. Family Rating to 'B2'
FIRST AMERICAN: Moody's Says Dividend No Impact on 'B1' CFR
FIRST SOLAR: Cuts 30% of Staff & Idles Plants Overseas
FIRSTFED FINANCIAL: Objects to First Amended Ch. 11 Plan

FOUR J': Case Summary & 20 Largest Unsecured Creditors
FRIENDLY ICE CREAM: PBGC Wants Plan Outline Disapproved
GAME GROUP: PE Firm Buys Spanish Assets Out of Administration
GELT PROPERTIES: Cash Collateral Hearing Continued Until April 24
GELT PROPERTIES: Amended Plan Aims Reduced Foreclosure Costs

GENMED HOLDING: Incurs $5.4 Million Net Loss in 2011
GRANITE DELLS: Stinson Morrison Approved as Bankruptcy Counsel
GREEN ENDEAVORS: Incurs $264,000 Net Loss in 2011
GUANGZHOU GLOBAL: Incurs US$348,000 Net Loss in 2011
GVOGEL LLC: Voluntary Chapter 11 Case Summary

HARTFORD COMPUTER: Committee Can Retain Levenfeld as Counsel
HARTFORD COMPUTER: Can Hire Paragon Capital as Investment Banker
HARTFORD COMPUTER: Has Nod to Hire Thornton Grout as CCAA Counsel
HARTFORD COMPUTER: Wants to Employ Steven Nerger as CRO
HOLLINGER INC: Trustee Enters Settlement With R. Donald & CIBC

HOSTESS BRANDS: Teamsters 'Not Optimistic' on New Agreement
HOSTESS BRANDS: Teamsters Says Proposal Gives Realistic Path
IDO SECURITY: Incurs $7.3 Million Net Loss in 2011
IMPERIAL CAPITAL: FDIC Objects to Second Amended Ch. 11 Plan
INC RESEARCH: Moody's Reviews 'B2' CFR for Possible Downgrade

J. CREW: Moody's Affirms 'B2' Corporate Family Rating
JEFFERSON COUNTY: Assured Wants Action to Proceed in State Court
JEFFERSON COUNTY: Opposes Outside Rate-Setting Process
JMR DEVELOPMENT: Wants Until July 2 to Propose Chapter 11 Plan
JMR DEVELOPMENT: Mireya Santos-Soto Withdraws from Representation

KOLATH HOTELS: Files for Chapter 11 Bankruptcy Protection
L AND N INN: Voluntary Chapter 11 Case Summary
LAKELAND INDUSTRIES: Discloses Significant Developments
LARSON LAND: Wants to Use Proceeds From Onion Sales
LARSON LAND: Hiring Robinson Anthon as Chapter 11 Counsel

LARSON LAND: Taps Cook Martin Poulson as Accountant
LAS VEGAS MONORAIL: Judge Hints Second Plan Might Not Work
LEHMAN BROTHERS: European Clients May Get Cash This Year
LEHMAN BROTHERS: Bundesbank to Sell Excalibur to Lone Star
LEHMAN BROTHERS: MSHDA Has Test Case on Flip Clause

LEHMAN BROTHERS: Court OKs $423-Mil. Reserve for Citadel Claim
LEVELLAND/HOCKLEY: Has Access to Cash Collateral Until May 5
LEVELLAND/HOCKLEY: Proposes April 30 Auction for All Assets
LIBORIO MARKET: Updated Chapter 11 Case Summary
MANISTIQUE PAPERS: Watermill Offers $12.3 Million for Business

MEDIA 8: Film Producer & Distributor Files for Bankruptcy
MF GLOBAL: Ch. 11 Trustee Reaches Deal on Freeh Group Hiring
MF GLOBAL: Hanmann Fails to Bar Use FCMS & Clearing Exchanges
MF GLOBAL: Sangani Family Fails to Obtain Bar Date Extension
MICHIGAN MUNICIPAL: Moody's Cuts Rating on Revenue Bonds to Caa2

MILACRON HOLDINGS: Moody's Raises Corp. Family Rating to 'B1'
MONEY TREE: Creditors Have Until May 15 to File Proofs of Claim
MONEY TREE: Greenberg Traurig Approved as Committee's Counsel
MONEY TREE: Has Until June 25 to Decide on Nonresidential Leases
MONEY TREE: HGH Associates Approved as Panel's Financial Advisors

MONEY TREE: Wants to Hire Burr & Forman as Conflicts Counsel
MOVIE GALLERY: Collection Firm Seeks Probe for Breach of Contract
MUSCLEPHARM CORP: Incurs $23.3 Million Net Loss in 2011
NEBRASKA BOOK: Plan Outline Approved; May 30 Plan Hearing Set
NEBRASKA BOOK: Court Approves $80MM New Money Term Loan Offering

NEIL BUAMAN: Plans to File for Chapter 11 Protection
NEMAN FINANCIAL: SEC Shuts Down Ponzi Scheme
NEOMEDIA TECHNOLOGIES: Incurs $849,000 Net Loss in 2011
NETWORK CN: Incurs $2.1 Million Net Loss in 2011
NUVELL FINANCE: Case Summary & 4 Largest Unsecured Creditors

ORBITAL SCIENCES: Moody's Affirms 'Ba1' CFR; Outlook Negative
PACIFIC MONARCH: APA Amended to Include Two Real Properties
PACIFIC MONARCH: Can Use Resort Finance's Cash Until April 20
PARADISE HOSPITALITY: American Property Approved as Analysts
PARADISE HOSPITALITY: Creditor Wants Exclusive Periods Terminated

PINNACLE AIRLINES: Crash Victims Get Creditors' Committee Seat
PINNACLE AIRLINES: Wants to Ink Stipulation with Aircraft Parties
PINNACLE AIRLINES: Taps E&Y as Auditor, Akin Gump as Counsel
PLATINUM PROPERTIES: Has Until Aug. 17 to File Reorganization Plan
PLATINUM PROPERTIES: Has Until Nov. 21 to Assume Property Lease

PMI GROUP: Has Until May 21 to Propose Chapter 11 Plan
REDDY ICE: Wins Interim Approval to Hire Kurtzman as Claims Agent
REDDY ICE: Section 341(a) Meeting Scheduled for May 22
REDDY ICE: Taps KCC as Notice, Claims and Solicitation Agent
REDDY ICE: Wants to Pay $3.5-Mil. of Critical Vendors' Claims

REDDY ICE: Wants Schedules Filing Deadline Extended to 37 Days
REOSTAR ENERGY: Judge Dismisses Conspiracy Claims vs. Greenberg
RESOLUTE ENERGY: Moody's Assigns 'B2' CFR; Outlook Stable
ROOMSTORE INC: Has Green Light to Liquidate 10 Texas Stores
ROOMSTORE INC: Can Hire American Legal as Notice & Claims Agent

ROOMSTORE INC: Has Court's Nod to Decide on Leases Until July 9
SALTA GROUP: Case Summary & 9 Largest Unsecured Creditors
SINO-FOREST: Stay Period Under Companies' CCAA Extended
SKINNY NUTRITIONAL: Incurs $7.6 Million Net Loss in 2011
SMF ENERGY: Case Summary & 20 Largest Unsecured Creditors

SNOKIST GROWERS: Del Monte Withdraws Bid for Assets
SNOWDON REALTY: Voluntary Chapter 11 Case Summary
SOLYNDRA LLC: Court Approves Bonuses for 20 Top Employees
STERLING SHOES: Town Shoes to Acquire Sterling LP via CCAA
STORY BUILDING: Wells Fargo In Talks for Consensual Plan

SUN HB 21: Case Summary & 4 Largest Unsecured Creditors
SUNVALLEY SOLAR: Incurs $399,000 Net Loss in 2011
SUNRISE REAL ESTATE: Incurs $1.2 Million Net Loss in 2011
SYNERGY BRANDS: Ex-CEO Arrested in $750MM Bank Fraud Scheme
TBS INTERNATIONAL: Chapter 11 Plan Declared Effective April 12

TONGJI HEALTHCARE: Incurs $218,000 Net Loss in 2011
TRANS-LUX CORP: Incurs $1.4 Million Net Loss in 2011
TRIBUNE CO: Judge Approves Supplemental Plan Disclosures
TRIBUNE CO: Proposes $45-Mil. 2012 Management Incentive Plan
TRIDENT MICROSYSTEMS: Receives $65-Mil. from Sale of Set Top Box

TRIDENT MICROSYSTEMS: Wants Until Aug. 1 to Decide on Leases
UNILAVA CORPORATION: Incurs $2.9 Million Net Loss in 2011
UNITED RETAIL: Sale to Versa Capital Completed
UTEX COMMUNICATIONS: AT&T Wants Reconsideration Motion Stricken
VITRO SAB: Bondholders Barred From Objecting to Plan in Mexico

VUZIX CORP: Incurs $3.8 Million Net Loss in 2011
WASHINGTON MUTUAL: WMI Holdings Has New Auditor
WILLOWS II: Case Summary & 5 Largest Unsecured Creditors

* Largest Residential Estate to Be Auctioned by Auction.com
* Moody's Says US CMBS Collateral Pool Leverage to Increase

* Philip Abelson Among Law360's Five Bankruptcy Stars Under 40
* Partners in Top 25% of Law Firms Hike Hourly Rates By 4.9%

* Upcoming Meetings, Conferences and Seminars

                            *********

1701 COMMERCE: May 8 Hearing on Bid to Use Hotel Revenues
---------------------------------------------------------
1701 Commerce LLC's interim authority to use hotel revenues has
been continued pending a hearing May 8, 2012, at 9:30 a.m. in
Bankruptcy Court in Forth Worth, Texas.

Judge D. Michael Lynn signed off on an interim order March 30 that
initially permitted the Debtor to use through April 11 the hotel
revenues, which purportedly secure obligations to the Debtor's
lender.

Dougherty Funding LLC claims an interest in the revenues pursuant
to a 2007 promissory note executed by Presidio Hotel Forth Worth
LP, as borrower, in favor of Dougherty in the original aggregate
principal amount of $40,029,243.

At the onset of the case, Dougherty, as lender and servicing
agent, said it doesn't consent to the Debtor's use of its cash
collateral. Dougherty wants the Debtor to immediately segregate
and account for all of its cash collateral that may exist.
Doughterty is also seeking dismissal of the bankruptcy case.

The Debtor has told the Court that it does not have other
sufficient cash and funds to carry on the operations of its
business, pay employees, vendors and service providers, and keep
the hotel open.

The March 30 Interim Order provides that, to the extent Dougherty
is subsequently determined to have valid, perfected, and
unavoidable liens and security interests in the cash collateral,
Dougherty is granted an automatically perfected, valid and binding
replacement lien.

Dougherty, in its request, argued that the bankruptcy case arises
from a two-party dispute between a senior secured lender and a
mezzanine lender and relates to a single asset. After entering
into the loan with Dougherty, Presidio entered into a Junior Loan
with the Debtor's affiliate Vestin Originations, Inc. as junior
lender, to secure an additional roughly $10 million in
subordinated mezzanine financing.

Vestin Originations assigned the Junior Loan to its affiliates (a)
Vestin Realty Mortgage I, Inc., (b) Vestin Realty Mortgage II,
Inc., and (c) Vestin Fund III, LLC with the approval of Dougherty
on May 1, 2008. These affiliates later purported to assign the
loan to the Debtor without Dougherty's knowledge or consent, and
in direct violation of an Intercreditor Agreement.

In December 2011, Presidio defaulted on both the Senior Loan and
the Junior Loan. Dougherty served notices of default.

In January 2012, the Debtor, acting as successor in interest to
the original Junior Lender entity, posted the Property for
foreclosure. Ultimately, however, the Junior Lender did not
foreclose on the Property. Instead, on Feb. 7, 2012, the day of
the scheduled foreclosure sale, the Debtor acquired title to the
Property from Presidio via a deed-in-lieu of foreclosure, all
without Dougherty's consent or knowledge and in direct breach of
the Intercreditor Agreement and the Senior Loan Agreements.

Unaware at the time of the purported transfer, on Feb. 9, 2012,
Dougherty posted the Property for a March 2012 foreclosure. The
Debtor and the Junior Lender responded by filing suit against
Dougherty in state court, asserting a baseless claim to enjoin
Dougherty's foreclosure. The night before the preliminary
injunction hearing, the Debtor filed for bankruptcy.

Dougherty said the Hotel is not property of the Debtor's estate,
and the Debtor has no assets with which to support a
reorganization. Moreover, the bankruptcy was filed in bad faith.
Dougherty said the Debtor acquired title to the Property in an
unauthorized transaction and then filed the bankruptcy to avoid
the bargained-for terms of the Intercreditor Agreement and
forestall Dougherty's foreclosure on the Property.

Dougherty is represented by:

         Joseph A. Friedman, Esq.
         Jason B. Binford, Esq.
         KANE RUSSELL COLEMAN & LOGAN PC
         3700 Thanksgiving Tower
         1601 Elm Street
         Dallas, TX 75201
         TeleTel: (214) 777-4200
         Telecopier: (214) 777-4299
         E-mail: jfriedman@krcl.com

                        About 1701 Commerce

1701 Commerce LLC filed for Chapter 11 protection (Bankr. N.D.
Tex. Case No. 12-41748) on March 26, 2012. 1701 Commerce LLC was
previously named Presidio Ft. Worth Hotel LLC, but changed its
name to 1701 Commerce LLC, prior to the petition date to reduce
and minimize any potential confusion relating to an entity named
Presidio Fort Worth Hotel LP, an unrelated and unaffiliated
partnership that was the former owner of the hotel property owned
by the Debtor.

1701 Commerce LLC is a Nevada limited liability company whose
members are Vestin Realty Mortgage I, Inc., Vestin Mortgage Realty
II, Inc., and Vestin Fund III, LLC. 1701 Commerce LLC's operations
are managed by Richfield Hospitality Group, an independent
management company that is not affiliated with the Debtor or any
of its members.

1701 Commerce LLC owns and operates a full service "Sheraton
Hotel" located at 1701 Commerce, Fort Worth, Texas. The Debtor
also operates a Shula's steakhouse at the Hotel.

Judge D. Michael Lynn presides over the bankruptcy case. The Law
Office of John P. Lewis, Jr., represents the Debtor. In its
petition, the Debtor estimated both assets and debts to be between
$50 million and $100 million. The Debtor said in court papers the
fair value of its properties is believed to exceed $50 million.
The amount of claims that will be scheduled in the case is roughly
$50 million.


1701 COMMERCE: Sec. 341 Creditors' Meeting on May 11
----------------------------------------------------
The U.S. Trustee for the Northern District of Texas will hold a
First Meeting of Creditors under 11 U.S.C. Sec. 341(a) in the
Chapter 11 case of 1701 Commerce, LLC on May 11, 2012, at 9:30
a.m. at FTW 341 Rm 7A24. The creditors' meeting was initially
scheduled for May 10 at 2:00 p.m.

Proofs of claim are due in the case by Aug. 9, 2012.

                        About 1701 Commerce

1701 Commerce LLC filed for Chapter 11 protection (Bankr. N.D.
Tex. Case No. 12-41748) on March 26, 2012.  1701 Commerce LLC was
previously named Presidio Ft. Worth Hotel LLC, but changed its
name to 1701 Commerce LLC, prior to the petition date to reduce
and minimize any potential confusion relating to an entity named
Presidio Fort Worth Hotel LP, an unrelated and unaffiliated
partnership that was the former owner of the hotel property owned
by the Debtor.

1701 Commerce LLC is a Nevada limited liability company whose
members are Vestin Realty Mortgage I, Inc., Vestin Mortgage Realty
II, Inc., and Vestin Fund III, LLC. 1701 Commerce LLC's operations
are managed by Richfield Hospitality Group, an independent
management company that is not affiliated with the Debtor or any
of its members.

1701 Commerce LLC owns and operates a full service "Sheraton
Hotel" located at 1701 Commerce, Fort Worth, Texas. The Debtor
also operates a Shula's steakhouse at the Hotel.

Judge D. Michael Lynn presides over the bankruptcy case. The Law
Office of John P. Lewis, Jr., represents the Debtor. In its
petition, the Debtor estimated both assets and debts to be between
$50 million and $100 million. The Debtor said in court papers the
fair value of its properties is believed to exceed $50 million.
The amount of claims that will be scheduled in the case is roughly
$50 million.


1701 COMMERCE: Hires John P. Lewis, Jr. as Bankruptcy Attorney
--------------------------------------------------------------
1701 Commerce, LLC, f/k/a Presidio Ft. Worth Hotel LLC, seeks
permission from the Court to employ John P. Lewis, Jr. as its
Chapter 11 counsel.

The Debtor said it requires competent and capable counsel to
represent it during the course of its Chapter 11 case, advise it
as to its rights and obligations as a Chapter 11 debtor, and to
assist and counsel it in formulating and confirming a plan of
reorganization that benefits all of its creditors and parties in
interest.

John P. Lewis, Jr., Esq., attests that he does not hold or
represent any interest adverse to the Debtor or its estate in the
matters as to which he is to be engaged.

Mr. Lewis' hourly rate $300. He has received a retainer of
$30,000, paid by the Debtor to secure the fees, costs, and
expenses that may be allowed by the Court.

Mr. Lewis disclosed that within the 12 months prior to the filing
of Debtor's Chapter 11 petition, he did not provide any legal
services to the Debtor other than consultation with the Debtor's
representatives prior to the petition date regarding the
commencement of the Chapter 11 case.

                        About 1701 Commerce

1701 Commerce LLC filed for Chapter 11 protection (Bankr. N.D.
Tex. Case No. 12-41748) on March 26, 2012. 1701 Commerce LLC was
previously named Presidio Ft. Worth Hotel LLC, but changed its
name to 1701 Commerce LLC, prior to the petition date to reduce
and minimize any potential confusion relating to an entity named
Presidio Fort Worth Hotel LP, an unrelated and unaffiliated
partnership that was the former owner of the hotel property owned
by the Debtor.

1701 Commerce LLC is a Nevada limited liability company whose
members are Vestin Realty Mortgage I, Inc., Vestin Mortgage Realty
II, Inc., and Vestin Fund III, LLC. 1701 Commerce LLC's operations
are managed by Richfield Hospitality Group, an independent
management company that is not affiliated with the Debtor or any
of its members.

1701 Commerce LLC owns and operates a full service "Sheraton
Hotel" located at 1701 Commerce, Fort Worth, Texas. The Debtor
also operates a Shula's steakhouse at the Hotel.

Judge D. Michael Lynn presides over the bankruptcy case. The Law
Office of John P. Lewis, Jr., represents the Debtor. In its
petition, the Debtor estimated both assets and debts to be between
$50 million and $100 million. The Debtor said in court papers the
fair value of its properties is believed to exceed $50 million.
The amount of claims that will be scheduled in the case is roughly
$50 million.


10717 LLC: Asks Court to Approve Rosenberg as Bankr. Counsel
------------------------------------------------------------
10717 LLC seeks permission from the Bankruptcy Court to employ
Bruce Weiner, Esq., and the law firm of Rosenberg Musso & Weiner
LLP, under a general retainer. The Debtor has provided the firm a
$5,000 retainer fee.

Mr. Weiner, Esq., attests that his firm is a "disinterested peson"
as that term is defined in 11 U.S.C. Sec. 101(14).

Brooklyn, New York-based 10717 LLC filed a Chapter 11 bankruptcy
petition (Banrk. E.D.N.Y. Case No. 12-41998) on March 21, 2012.
10717 LLC says it has total assets of $14.0 million and total
debts of $14.35 million. It owns 18 acres of land in the town of
Thompson, Sullivan County, New York. The property secures a
$1.3 million debt.

Judge Jerome Feller presides over the case.

An official committee of unsecured creditors has been appointed in
the case.


10717 LLC: U.S. Trustee Appoints 3-Member Creditors' Panel
----------------------------------------------------------
Tracy Hope Davis, the United States Trustee for Region 2,
appointed three members on the official committee of unsecured
creditors in the Chapter 11 case of 10717 LLC:

      1. Henry Fulton
         902 Shore Road
         Douglaston, NY 11363
         Tel: 646-361-4608

      2. Elizabeth Van Oss
         272 First Avenue
         New York, NY 10009
         Tel: 212-475-1258

      3. Isiah Milian
         777 Center Drive
         Baldwin, NY 11510
         Tel: 516-810-6869

Brooklyn, New York-based 10717 LLC filed a Chapter 11 bankruptcy
petition (Banrk. E.D.N.Y. Case No. 12-41998) on March 21, 2012.
10717 LLC says it has total assets of $14.0 million and total
debts of $14.35 million. It owns 18 acres of land in the town of
Thompson, Sullivan County, New York. The property secures a
$1.3 million debt.

Judge Jerome Feller presides over the case. The Debtor is
represented by Bruce Weiner, Esq., at Rosenberg Musso & Weiner
LLP, in Brooklyn.


A&E GROUP: Enters Liquidation Process
-------------------------------------
St. Louis Business Journal reports that A&E Group, the apparel
company Tim Hanser and a group of investors acquired in 2008, is
being liquidated.

"Unfortunately, due to the economy, we have had to close the
business," the report quotes Mr. Hanser as saying.

The Business Journal discloses that Atec Inc. is handling the
liquidation.  Larry Parres -- lparres@lewisrice.com -- of Lewis,
Rice & Fingersh, is representing lender BMO Harris in the matter.
Mr. Parres said the bank does not comment on ongoing liquidations.

Maryland Heights-based A&E Group specialized in scrubs and medical
accessories, as well as sports and outdoor apparel.


ACCENTIA BIOPHARMA: Board OK's Executive Salaries with Condition
----------------------------------------------------------------
Accentia Biopharmaceuticals, Inc., filed an amendment to its
current report on Form 8-K solely to correct an inadvertent error
in certain salary numbers that were originally reported in the
Form 8-K filed by the Company on March 6, 2012.

On Feb. 29, 2012, the Board of Directors of Accentia
Biopharmaceuticals approved the following compensation
arrangements for the named officers as a result of an annual
compensation review by the Board of Directors and its Compensation
Committee.  However, those arrangements will be contingent on, and
not commence until, the Company and its majority-owned subsidiary,
Biovest International, Inc., has raised at least an aggregate
cumulative total of $4.0 million in new financing:

   * Francis E. O'Donnell, Jr. M.D., the Company's Executive
     Chairman will receive an increase to his base salary from
     $1.00 to $72,100 and a cash bonus of $38,150 fiscal year
     ending Sept. 30, 2012.

   * Garrison J. Hasara, CPA, the Company's Acting Chief Financial
     Officer and Controller will receive an increase to his base
     salary from $177,342 to $192,342 per year.  He will receive
     an additional $15,000 base salary increase if he becomes the
     Company's Chief Financial Officer when the Board of Director
     considers that matter later in the year.

   * Samuel S. Duffey, Esq., the Company's President and Chief
     Executive Officer, will receive an increase to his base
     salary from $200,000 to $206,000 per year and a cash bonus of
     $109,000 for fiscal year ending Sept. 30, 2012.

In addition, on Feb. 29, 2012, the Company granted stock options
to purchase the following number of shares of the Company's common
stock: Dr. O'Donnell (300,000 shares), Mr. Duffey (600,000
shares), and Mr. Hasara (100,000 shares).  Those options were
granted under the Company'?s 2010 Equity Incentive Plan at an
exercise price of $0.44 per share and immediately vested upon the
grant date.

                  About Accentia Biopharmaceuticals

Headquartered in Tampa, Florida, Accentia Biopharmaceuticals, Inc.
(PINK: "ABPI") -- http://www.Accentia.net/-- is a biotechnology
company that is developing Revimmune as a system of care for the
treatment of autoimmune diseases.  Through subsidiary, Biovest
International, Inc., it is developing BiovaxID as a therapeutic
cancer vaccine for treatment of follicular non-Hodgkin?s lymphoma
(FL) and mantle cell lymphoma (MCL).  Through subsidiary,
Analytica International, Inc., it conducts a health economics
research and consulting business, which it market to the
pharmaceutical and biotechnology industries, using its operating
cash flow to support its corporate administration and product
development activities.

Accentia BioPharmaceuticals and nine affiliates filed for
Chapter 11 protection (Bankr. M.D. Fla. Lead Case No. 08-17795) on
Nov. 10, 2008.  Accentia emerged from bankruptcy on Nov. 17, 2012,
after receiving confirmation of a reorganization plan on Nov. 2,
2010.

The Company's balance sheet at Dec. 31, 2011, showed $5.6 million
in total assets, $90.0 million in total liabilities, and a
stockholders' deficit of $84.4 million.

As reported in the TCR on Dec 22, 2011, Cherry, Bekaert & Holland,
L.L.P., in Tampa, Fla., expressed substantial doubt about Accentia
Biopharmaceuticals' ability to continue as a going concern,
following the Company's results for the fiscal year ended
Sept. 30, 2011.  The independent auditors noted that the Company
incurred cumulative net losses of approximately $63.9 million
during the two years ended Sept. 30, 2011, and had a working
capital deficiency of approximately $29.0 million at Sept. 30,
2011.


AMERICAN DEFENSE: Swings to $9.3 Million Net Income in 2011
-----------------------------------------------------------
American Defense Systems, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing net
income of $9.36 million on $8.70 million of contract revenue in
2011, compared with a net loss of $9.38 million on $31.43 million
of contract revenue in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $3.11 million
in total assets, $3.34 million in total liabilities and a $235,012
total shareholders' deficiency.

For 2011, Marcum LLP, in Melville, New York, expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company had a working
capital deficiency of $867,281, an accumulated deficit of
$16,955,187, shareholders' deficiency of $235,012 and cash on hand
of $132,285.  The Company had operating losses of $3,301,724 and
$3,685,215 for the years ended Dec. 31, 2011 and 2010,
respectively.  The Company had income from continuing operations
for the year ended Dec. 31, 2011, of $6,826,961, including a gain
of $12,786,969 on the redemption of mandatorily redeemable
preferred stock, and a loss from continuing operations for the
year ended Dec. 31, 2010, of $8,165,463.  The Company had net
income (losses) of $9,366,609 and $(9,382,359) for the years ended
Dec. 31, 2011 and 2010, respectively.

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

                        http://is.gd/W5XTYG

                       About American Defense

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


AMERICAN PEGASUS: Liquidators Can Buy Synergy Acceptance
--------------------------------------------------------
The Hon. Thomas E. Carlson of the U.S. Bankruptcy Court for the
Northern District of California authorized Stuart Sybersma and
Michael Pearson, Joint Official Liquidators of American Pegasus
SPC to purchase property of the Bankruptcy Estate of Synergy
Acceptance Corporation's right, title, and interest in and to
certain of the personal property of SAC.

SAC is in its own Chapter 7 Bankruptcy proceeding pending before
this Court.  On May 3, 2011, SAC filed a voluntary petition for
relief under Chapter 11 of the Bankruptcy Code.  On Aug. 5, 2011,
the Court entered an order converting SAC's case to chapter 7.
SAC was in the business of purchasing, selling, and servicing sub-
prime auto loans.  Among the property of SAC's estate are various
sub-prime auto loans.  Prior to the SAC Petition Date, SAC sold
auto loans to the Debtor and entered into contracts with the
Debtor to service the loans.

Under the terms of the proposed purchase, the Debtor will assume
and agree to perform the obligations of SAC under the loans and
will take reasonable efforts to service and collect on the Loans.
As part of the purchase process, the trustee for SAC will execute
an allonge assigning the loans to the Debtor and will deliver to
the Debtor all agreements and other documents related to the Loans
that are in the trustee?s possession or control.

During the payout period, the Debtor will make payments of accrued
cash consideration to SAC twice per year, on June 30 and Dec. 31,
and will provide a full accounting of collections during the
period.

                   About American Pegasus SPC

American Pegasus SPC filed for bankruptcy (Chapter 15 N.D. Calif.
Case No. 11-34429) on Dec. 13, 2011.  Bankruptcy Judge Thomas E.
Carlson presides over the case.

Joint Official Liquidators Stuart Sybersma and Michael Pearson,
foreign representatives of American Pegasus SPC, estimated in the
Chapter 15 petition that the company has assets of US$10,000,001
to US$50,000,000 and debts of US$100,000,001 to US$500,000,000.
Randy Michelson, Esq., at Michelson Law Group represents Messrs.
Sybersma and Pearson.


ARCAPITA BANK: Barclays Proposes "Screening Wall" Procedures
------------------------------------------------------------
Barclays Bank PLC, a member of the Official Committee of Unsecured
Creditors appointed in the Chapter 11 cases of Arcapita Bank
B.S.C., et al.,, for itself and its affiliates, will present to
the U.S. Bankruptcy Court for the Southern District of New York on
April 20, 2012, at 3:00 p.m., a proposed order, pursuant to 11
U.S.C. Section 105(a), approving specified information blocking
procedures (collectively, the "Screening Wall") and permitting
trading of Covered Claims against the Debtors.

Any responses or objections to the Order will be filed
electronically with the Court no later than April 18, 2012, at
4:00 p.m.

According to Barclays, the entry of the proposed order will create
a "safe harbor" so that it is not deemed to have violated its
fiduciary duties as a member of the Committee or otherwise for any
trading by it or its affiliates, (together with Barclays, each a
"Screening Wall Entity"), acting in any capacity, nor are their
claims subjected to possible disallowance, subordination or other
adverse treatment by trading Covered Claims, whether or not
covered by Bankruptcy Rule 3001(e), as long as the Screening Wall
Entity that engages in any such transaction establishes and
effectively implements and adheres to the information blocking
policies and procedures, to prevent the misuse of any material
non-public information obtained as a result of Barclays'
performance of Committee-related activities.

Barclays says immediate approval of the Screening Wall is
necessary to permit it to participate fully on the Committee
during the critical early days of the Chapter 11 Cases while being
able to participate in trading and protecting its position in what
may well be an extremely volatile market.

A copy of the proposed order is available for free at:

       http://bankrupt.com/misc/arcapita.proposedorder.pdf

Counsel to Barclays Bank PLC may be reached at:

          Margot B. Schonholtz
          Joseph G. Minias
          WILLKIE FARR & GALLAGHER LLP
          787 Seventh Avenue
          New York, NY 10019
          Tel: (212) 728-8000
          Fax: (212) 728-9202

                        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.

Milbank, Tweed, Hadley & McCloy LLP, in New York, N.Y., and
Washington, D.C., is the proposed counsel to the Official
Committee of Unasecured Creditors.

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 provisional liquidator.


ARCAPITA BANK: Matters Set for Hearing Tuesday Adjourned to May 7
-----------------------------------------------------------------
Certain matters scheduled for consideration at the hearing on
April 17, 2012 at 11:00 a.m. in the Chapter 11 cases of Arcapita
Bank B.S.C., et al., have been adjourned.  These are:

1. Debtors' Application for an Order Authorizing the Debtors to
Retain and Employ Trowers & Hamlins LLP as Bahraini
Counsel [Docket Entry No. 46];

2. Debtors' Application for Interim and Final Orders Approving the
Employment and Retention of Alvarez & Marsal North America, LLC,
as Financial Advisors [Docket Entry No. 47];

3. Debtors' Application for an Order Approving the Employment and
Retention of Gibson, Dunn & Crutcher LLP as Counsel [Docket Entry
No. 51];

4. Debtors' Application for an Order Approving the Employment and
Retention of Rothschild Inc. and N M Rothschild & Sons Limited as
Financial Advisors and Investment Bankers [Docket Entry No. 53];

5. Debtors' Motion for Order Authorizing Parties to File Under
Seal Names of the Debtors' Customers [Docket Entry No. 52];

6. Debtors' Motion for an Order Authorizing Debtors to Employ and
Retain Certain Professionals Utilized in the Ordinary Course of
the Debtors' Business [Docket Entry No. 49];

7. Debtors' Motion for Order Establishing Procedures for Interim
Compensation and Reimbursement of Expenses for Professionals and
Committee Members [Docket Entry No.48];

8. Debtors' Motion for Interim and Final Orders (A) Authorizing
Debtors to Pay Certain Prepetition Claims of Critical and Foreign
Vendors; and (B) Authorizing Financial Institutions to Honor and
Process Related Checks and Transfers [Docket Entry No. 23];

9. Debtors' Motion for Entry of Interim and Final Orders
Authorizing the Debtors to (A) Pay Certain Prepetition Wages,
Salaries, and Reimbursable Employee Expenses, (B) Pay and
Honor Employee Medical and Similar Benefits, and (C) Continue
Employee Compensation and Employee Benefit Programs [Docket Entry
No. 24];

10. Debtors' Motion for Interim and Final Orders (A) Authorizing
the Debtors to Continue Insurance Coverage Entered into
Prepetition and to Pay Obligations Relating Thereto; and
(B) Authorizing Financial Institutions to Honor and Process
Related Checks and Transfers [Docket Entry No. 25].

The Hearing on the Adjourned Matters will resume on May 7, 2012,
at 11:00 a.m. or as soon thereafter as counsel may be heard.

                        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.

Milbank, Tweed, Hadley & McCloy LLP, in New York, N.Y., and
Washington, D.C., is the proposed counsel to the Official
Committee of Unasecured Creditors.

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 provisional liquidator.


ARCH COAL: Moody's Issues Summary Credit Opinion
------------------------------------------------
Moody's Investors Service issued a summary credit opinion on Arch
Coal, Inc., dated June 13, 2011 and includes certain regulatory
disclosures regarding its ratings.  The release does not
constitute any change in Moody's ratings or rating rationale for
Arch Coal, Inc.

Moody's current ratings for Arch Coal are:

Long Term Corporate Family Ratings domestic currency rating of
Ba3

Probability of Default rating of Ba3

Senior Unsecured domestic currency rating of B1

LGD Senior Unsecured domestic currency rating of 65 - LGD4

Ratings Rationale

Arch's Ba3 CFR reflects its geographic and operating diversity,
low level of legacy liabilities, extensive high quality and low-
cost reserves, relatively stable operating profile, and access to
multiple transportation options. Factors that constrain the rating
include high leverage, high capital expenditures, possible
weakness for thermal coal prices in the wake of flat U.S. coal-
fired electricity generation and low natural gas prices, the
uncertain longevity of record high met coal prices, inflationary
cost pressures, and the inherent geological and operating risk
associated with mining. Furthermore, coal mine productivity and
costs have been adversely impacted by stricter mine safety
inspections and greater difficulty in permitting mines and refuse
disposal sites due to heightened environmental concerns.

Rating Outlook

Arch's stable outlook reflects its strong liquidity pro forma for
the new financing arrangements, its large reserves, the stability
of demand for thermal coal, and favorable met coal demand and
prices.

What Could Change the Rating - Up

Credit metrics that would indicate a readiness for an upgrade
include sustainable leverage below 3.3x EBITDA (all ratios include
Moody's adjustments), free cash flow to debt above 7.5%, and EBIT
to interest above 2.8x, as well as the successful integration of
ICG.

What Could Change the Rating - Down

Factors that could lead to a downgrade include a deterioration of
coal prices, persistent cost increases, and permitting,
regulatory, or litigation matters that impact output and costs. An
increase in leverage above 4.5x EBITDA, persistently negative free
cash flow, or an erosion of liquidity would be signs pointing to a
possible downgrade.

The principal methodology used in rating Arch Coal was the Global
Mining Industry Methodology, published in May 2009. Other
methodologies used include Loss Given Default for Speculative
Grade Issuers in the US, Canada, and EMEA, published June 2009.


ATTACK PROPERTIES: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Attack Properties, LLC
        2641 W. Harrison St.
        Chicago, Il 60602

Bankruptcy Case No.: 12-15055

Chapter 11 Petition Date: April 13, 2012

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: A. Benjamin Goldgar

Debtor's Counsel: Jason W. Bruce, Esq.
                  1525 East 53rd Street, Suite 424
                  Chicago, IL 60615
                  Tel: (773) 288-8007
                  E-mail: jasonwbruce@yahoo.com

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

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

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

The petition was signed by Timothy Grover, sole member and
manager.


AVEOS FLEET: Assets Attract 23 Interested Buyers
------------------------------------------------
The Edmonton Journal reports that Aveos Fleet Performance Inc.'s
chief restructuring officer said the company has attracted about
23 suitors that could be interested in buying assets from the
insolvent aircraft repair and maintenance provider, according to
its chief restructuring officer.

"Both strategic and financial investors, parties looking for
specific assets, and a number of asset liquidation firms have
shown interest," Jonathan Solursh wrote in a report posted on the
Internet, according to Edmonton Journal.

He didn't identify the potential buyers, says Edmonton Journal.

Aveos Fleet Performance, an independent, full service maintenance,
repair and overhaul provider to the aviation industry, in March
announced it has ceased its Canadian operations immediately and
has terminated the employment of roughly 1,300 employees across
Canada.

Aveos was granted protection under the Companies' Creditors
Arrangement Act by the Quebec Superior Court on March 19, 2012.
The Company was forced to file for CCAA protection, in part, due
to uncertain work volume across its business lines from Aveos'
principal customer.


AVEOS FLEET: Employees to Get C$6.2MM Wages, Payroll Payment
------------------------------------------------------------
Ross Marowits and Martin Cash at Winnipeg Free Press report that a
Quebec judge has ruled that employees of Aveos Fleet Performance
Inc. will share C$6.2 million in unpaid wages and payroll
contributions.

The news agency says Justice Mark Schrager of the Quebec Superior
Court approved the payment by April 21 of C$5.8 million in unpaid
wages, along with C$450,000 in employer payroll contributions for
2,665 retained and terminated employees.

According to the report, Lorne Hammerberg, president of Local 714
of the International Association of Aerospace Workers -- the union
that represents about 330 unionized workers who recently lost
their jobs at the Winnipeg Aveos plant -- said what that means is
workers will finally get paid for the last two weeks they worked
at the end of March.

"My understanding is that it will basically be two weeks' pay.
Some will get more, some less than that," the report quotes
Mr. Hammerberg as saying. "But I'll believe it when I see it."

Winnipeg Free Press notes that the sums include C$199,500 owed to
81 management and 15 union workers who have been retained to
oversee the liquidation process.  Each employee will be entitled
to a maximum of C$2,000.

The payment constitutes the "full and final payment due and
payable" to employees of company, add Winnipeg Free Press.

The court order said no further priority claims can be asserted
against Aveos under the Companies' Creditors Arrangement Act
(CCAA), the report adds.

The report says Justice Schrager in a separate order sanctioned an
agreement that allows Air Canada to repossess an Airbus A330
aircraft, engines as well as records and intellectual property
held in an Aveos facility.  In exchange, the airline would waive
C$2 million per month in rent and IT access.

Aveos Fleet Performance, an independent, full service maintenance,
repair and overhaul provider to the aviation industry, in March
announced it has ceased its Canadian operations immediately and
has terminated the employment of roughly 1,300 employees across
Canada.

Aveos was granted protection under the Companies' Creditors
Arrangement Act by the Quebec Superior Court on March 19, 2012.
The Company was forced to file for CCAA protection, in part, due
to uncertain work volume across its business lines from Aveos'
principal customer.


BERNARD L. MADOFF: Cuomo Says $162MM Wilpon Settlement Is Fair
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that former New York governor Mario M. Cuomo said the $162
million settlement among the trustee for Bernard L. Madoff
Investment Securities Inc., Fred Wilpon and other owners of the
New York Mets baseball club is "reasonable, fair, equitable and in
the best interests" of Madoff customers.  Mr. Cuomo was the court-
appointed mediator who worked out a settlement that ended what
once was a $1 billion lawsuit against Wilpon and the Mets owners.

Madoff trustee Irving Picard will ask U.S. District Judge Jed
Rakoff to approve the compromise at a May 15 hearing.

According to the report, the $162 million settlement is structured
so the Mets owners may never be out of pocket.  The Wilpon group
will have an approved customer claim for $178 million,
representing the net owing by the Madoff firm in accounts where
they had taken out less than they deposited.  The settlement
doesn't require the Wilpon group to dip into their own pockets for
at least four years to satisfy the $162 million obligation.
Instead, the trustee will receive distributions on the group's
$162 million claim.  If the entire $178 million hasn't been repaid
within three years, the Wilpon group must pay the shortfall in
equal installments on the fourth and fifth anniversaries of the
settlement.  Fred Wilpon and Saul Katz themselves will be
responsible for $29 million of any shortfall after three years.

The Wilpon suit in district court is Picard v. Katz, 11-03605,
U.S. District Court, Southern District New York (Manhattan).

                      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.


BERNARD L. MADOFF: Dist. Court Seeks Arguments Over Stern Ruling
----------------------------------------------------------------
U.S. District Judge Jed S. Rakoff on April 13 consolidated more
than 300 lawsuits filed by Irving Picard, the trustee for Bernard
Madoff, seeking to claw back assets for Mr. Madoff's victims.

Chad Bray, writing for The Wall Street Journal, reports that Judge
Rakoff wants to hear arguments on whether the U.S. Supreme Court's
June 2011 decision in Stern v. Marshall limits the ability of the
bankruptcy judge to decide hundreds of cases brought by Mr.
Picard, which primarily involve the alleged fraudulent transfer of
funds from the bankruptcy estate.  Judge Rakoff scheduled an oral
argument on the matter for June 18.

In June 2011, the Supreme Court found that a bankruptcy judge in
California didn't have the authority to decide a dispute arising
out of an inheritance fight between former Playboy model Anna
Nicole Smith and the son of her late husband, 89-year-old oil
magnate J. Howard Marshall II.  Ms. Smith died of a drug overdose
in 2007.

Judge Rakoff will rule in June 2012 whether more than 340 filed by
Picard must be decided in district court rather than bankruptcy
court.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Judge Rakoff instructed the customers to file their
brief by May 3.  The trustee will file his opposing papers on May
25 so the customers can submit a reply brief on June 11 in advance
of a June 18 hearing.  The customers must select one lawyer to
argue the case in court and file one brief, not exceeding 40
pages.  Judge Rakoff has taken other Madoff lawsuits out of
bankruptcy court and ruled that the trustee can recover fictitious
profits going back only two years.  Mr. Picard says he should have
the right to look back six years.

The 340 combined suits are captioned, Securities Investor
Protection Corp. v. Bernard L. Madoff Investment Securities LLC
(In Madoff Securities), 12-mc-0115, U.S. District Court, Southern
District of New York (Manhattan).

                      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.


BIO-KEY INTERNATIONAL: Incurs $1.8 Million Net Loss in 2011
-----------------------------------------------------------
BIO-key International, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $1.89 million on $3.50 million of revenue in 2011,
compared with a net loss of $306,789 on $3.52 million of revenue
in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $966,703 in
total assets, $2.23 million in total liabilities and a $1.27
million in total stockholders' deficit.

"Our business performance year-over-year was basically flat;
however late in the fourth quarter, we saw an increase in the
adoption rate of our technology, which is reflected in our first
quarter 2012 preliminary results," stated Mike DePasquale, BIO-
key's CEO.   Large technology companies such as IBM and AT&T have
publicly stated that passwords no longer meet today's security
requirements and that biometrics will replace them for
authentication and secure access to important information.  "Our
partners are starting to sell biometric technology as part of
their standard product offering and our secure, convenient
fingerprint option is being selected more frequently than ever
before.  By refining our sales strategy and increasing our sales
headcount in the first quarter of 2012, we are well-positioned to
support our partners in selling BIO-key fingerprint technology in
greater volumes which we believe will lead to more consistent
revenue growth  and profitability going forward," said DePasquale.

BIO-key's preliminary revenue results for the first quarter of
2012 are currently expected to be in the range of $1.3 million to
$1.4 million, and the Company is projecting to be profitable.
These first quarter results are preliminary and subject to
completion and review of BIO-key's 2012 first quarter financial
statements in conjunction with the company's 2012 first quarter
Form 10-Q filing.  BIO-key currently plans to announce final
results for the first quarter on or before May 16, 2012.

Rotenberg Meril Solomon Bertiger & Guttilla, P.C., in Saddle
Brook, New Jersey, noted that the Company has suffered substantial
net losses in recent years, and has an accumulated deficit at
Dec. 31, 2011, which raise substantial doubt about the Company's
ability to continue as a going concern.

                         Bankruptcy Warning

As part of the Company's secured debt financing transactions, the
Company granted to the holders of such secured debt a blanket
security interest in all of the Company's assets, including assets
of its subsidiary.  In the event the Company defaults in payment
on that debt, or any other event of default occurs under the
relevant financing documents, and the default is not cured, 100%
of the outstanding principal amount of the secured notes, plus
accrued interest and fees will accelerate and be due and payable
in full.

The cash required to pay those accelerated amounts on the secured
notes following an event of default would most likely come out of
our working capital.  As the Company relies on its working capital
for its day to day operations, such a default could have a
material adverse effect on the Company's business, operating
results, or financial condition to that extent that the Company is
forced to restructure, file for bankruptcy, sell assets or cease
operations.  In addition, upon an event of default, the holders of
the secured debt could foreclose on the Company's assets or
exercise any other remedies available to them.  If the Company's
assets were foreclosed upon, the Company would most likely be
forced to file for bankruptcy or cease operations; stockholders
may not receive any proceeds from disposition of the Company's
assets and may lose their entire investment in the Company's
stock.

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

                        http://is.gd/C4TgAK

                           About BIO-Key

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


BIOFUELS POWER: Incurs $1.3 Million Net Loss in 2011
----------------------------------------------------
Biofuels Power Corporation filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $1.28 million on $0 of sales in 2011, compared with a
net loss of $2.05 million on $0 of sales in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $1.89 million
in total assets, $6.44 million in total liabilities and a $4.54
million total stockholders' deficit.

For 2011, Clay Thomas, P.C., in Houston, Texas, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has suffered significant losses and will require additional
capital to develop its business until the Company either (1)
achieves a level of revenues adequate to generate sufficient cash
flows from operations; or (2) obtains additional financing
necessary to support its working capital requirements.

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

                        http://is.gd/TcWQU4

                          Biofuels Power

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


BIOZONE PHARMACEUTICALS: Incurs $5.4 Million Net Loss in 2011
-------------------------------------------------------------
Biozone Pharmaceuticals, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $5.45 million on $12.60 million of revenue in 2011,
compared with a net loss of $319,813 on $15.25 million of sales in
2010.

The Company's balance sheet at Dec. 31, 2011, showed $7.54 million
in total assets, $10.31 million in total liabilities and a $2.76
million total shareholders' deficiency.

For 2011, Paritz and Company. P.A., in Hackensack, N.J., expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
does not have sufficient cash balances to meet working capital and
capital expenditure needs for the next twelve months.  In
addition, as of Dec. 31, 2011, the Company has a shareholder
deficiency and negative working capital of $4,373,734.  The
continuation of the Company as a going concern is dependent on,
among other things, the Company's ability to obtain necessary
financing to repay debt that is in default and to meet future
operating and capital requirements.

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

                        http://is.gd/VrFXzn

                    About Biozone Pharmaceuticals

Biozone Pharmaceuticals, Inc., formerly, International Surf
Resorts, Inc., was incorporated under the laws of the State of
Nevada on Dec. 4, 2006, to operate as an internet-based provider
of international surf resorts, camps and guided surf tours.  The
Company proposed to engage in the business of vacation real estate
and rentals related to its surf business and it owns the website
isurfresorts.com.  During late February 2011, the Company began to
explore alternatives to its original business plan.  On Feb. 22,
2011, the prior officers and directors resigned from their
positions and the Company appointed a new President, Director,
principal accounting officer and treasurer and began to pursue
opportunities in medical and pharmaceutical technologies and
products.  On March 1, 2011, the Company changed its name to
Biozone Pharmaceuticals, Inc.

Since March 2011, the Company has been engaged primarily in
seeking opportunities related to its intention to engage in
medical and pharmaceutical businesses.  On May 16, 2011, the
Company acquired substantially all of the assets and assumed all
of the liabilities of Aero Pharmaceuticals, Inc., pursuant to an
Asset Purchase Agreement dated as of that date.  Aero manufactures
markets and distributes a line of dermatological products under
the trade name of Baker Cummins Dermatologicals.

On June 30, 2011, the Company acquired the Biozone Labs Group
which operates as a developer, manufacturer, and marketer of over-
the-counter drugs and preparations, cosmetics, and nutritional
supplements on behalf of health care product marketing companies
and national retailers.


BLACK ELK: Moody's Upgrades CFR/PDR to 'Caa1'; Outlook Stable
-------------------------------------------------------------
Moody's Investors Service upgraded Black Elk Energy Offshore
Operations LLC's (BEE) Corporate Family Rating (CFR) and
Probability of Default Rating (PDR) to Caa1 from Caa2 and its
senior secured note rating to Caa2 from Caa3. At the same time,
the Speculative Grade Liquidity Rating was changed to SGL-3 from
SGL-4, reflecting adequate liquidity. The outlook was revised to
stable.

"The upgrade reflects improved liquidity from a larger production
base that the company has assembled through a series of
acquisitions since mid-2010," said Sajjad Alam, Moody's Analyst.
"While the company has also inherited a substantial amount of
plugging and abandonment (P&A) obligations from these acquisitions
and has to contend with the rapid declines of mature wells and
concentration in the Gulf of Mexico, we believe BEE's expanded
cash flow generation power will provide adequate credit support in
2012."

Upgrades:

  Issuer: Black Elk Energy Offshore Operations, LLC

     Probability of Default Rating, Upgraded to Caa1 from Caa2

     Speculative Grade Liquidity Rating, Upgraded to SGL-3 from
     SGL-4

     Corporate Family Rating, Upgraded to Caa1 from Caa2

     Senior Secured Regular Bond/Debenture, Upgraded to Caa2 from
     Caa3

Outlook Actions:

  Issuer: Black Elk Energy Offshore Operations, LLC

    Outlook, Changed To Stable From Positive

Ratings Rationale

BEE's Caa1 CFR reflects the company's small production and
reserves base, its substantial plugging and abandonment
liabilities associated with the mature offshore wells, and the
relatively low proportion of proved developed producing (PDP)
reserves and the attendant high future development costs. The
rating also reflects BEE's acquisitive nature and its
concentration in the Gulf of Mexico basin, which is prone to
periodic weather related disruptions. The CFR is supported by the
company's positive production and cash flow trends, relatively
low-risk drilling inventory, low decline rate, and significant oil
exposure.

Moody's expects BEE to have adequate liquidity through mid-2013,
which is captured in the SGL-3 Speculative Grade Liquidity rating.
Based on Moody's estimate of approximately 17,000 boe of average
daily production and $50 million of capex, the company will likely
produce roughly $20 million of negative free cash flow in 2012
after P&A related expenditures. This funding gap can be met with
BEE's cash balance of $16 million and $46 million in available
borrowing capacity under its $70 million borrowing base revolving
credit facility at December 31, 2011. The company also has $13
million available under a separate $125 million LC facility.
Moody's anticipates covenant compliance through mid-2013. BEE's
revolving credit facility expires in December 2013, while the $150
million notes mature in December 2015.

The stable outlook reflects Moody's expectation that the company
will maintain sufficient liquidity to cover its capital
expenditures and P&A obligations.

Moody's would look for combined cash and revolver liquidity of at
least $100 million, a sustainable production base above 20,000 boe
per day, and a lower level of escrow payments for considering an
upgrade.

Diminished liquidity will likely be the principal driver of a
rating downgrade. If revolver availability falls below $25 million
the rating will be downgraded.

The 13.75% senior secured notes have a second lien on
substantially all of BEE's assets (excluding the W&T acquisition
related escrow accounts) and are junior and subordinate to the
first liens securing the credit facility and the derivative
contract obligations. Given the relatively large size of the prior
claim credit facility, the notes are notched down from the Caa1
CFR and are rated Caa2, under Moody's Loss Given Default
methodology.

The principal methodologies used in rating BEE was the Moody's
Global Independent Exploration and Production Industry rating
methodology published in December 2008. Other Methodologies
include the Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

Black Elk Energy Offshore Operations, LLC is a Houston, Texas
based privately held limited liability company engaged in the
acquisition, exploitation, development and production of oil and
natural gas properties primarily in the shallow waters of the Gulf
of Mexico (GOM) near the coast of Louisiana and Texas.


CHAPARRAL ENERGY: Moody's Upgrades CFR to 'B2'; Outlook Stable
--------------------------------------------------------------
Moody's Investors Service upgraded Chaparral Energy, Inc.'s
Corporate Family Rating (CFR) to B2 and its senior unsecured notes
rating to B3. The rating outlook is stable. This action concludes
Moody's review for upgrade, which commenced April 2, 2012.

Rating Rationale

"With approximately 50% of its average daily production comprised
of crude oil, Chaparral is well-positioned to enjoy robust cash
flow generation for at least the next several years based on
Moody's expectations of a sustained high oil price environment,"
commented Andrew Brooks, Moody's Vice President. "Reflecting the
extent of its liquids production, Chaparral's unleveraged cash
margin increased in 2011 to over $35 per Boe."

Chaparral's B2 CFR reflects its scale in terms of production and
proved reserves, high debt leverage, its strong cash margins and
improved liquidity. Chaparral's core operating production is
located in the Mid-Continent, where it is Oklahoma's third largest
oil producer, and in the Permian Basin, together representing 90%
of the company's proved reserves. At December 31, 2011,
Chaparral's proved reserves totaled 156.3 million Boe (64% proved
developed), and production averaged 23,712 Boe per day.

In the Mid-Continent, Chaparral's conventional drilling techniques
are increasingly being supplemented by the horizontal drilling of
unconventional resource plays and by CO2 enhanced oil recovery
(EOR) investment to propel further production growth and reserve
adds. Approximately 40% of the company's 2012 capital spending
budget is expected to be directed to EOR activity. While
production growth could stall somewhat in 2012 as Chaparral
increasingly redirects its spending to more costly CO2 EOR
development, it's operating profile overall continues to benefit
from a long-lived reserve base, which has the potential capacity
to generate sizable ongoing production growth longer term as the
front-loaded EOR investment commences operations.

Moody's stable outlook is based upon the expectation that
Chaparral will continue to generate growth in liquids production,
reserve bookings and profitability while maintaining its recently
improved F&D cost profile, and further assumes a limited use of
incremental debt. A material improvement in leverage reflecting
debt on production below $35,000 per Boe could prompt
consideration of an upgrade presuming improved F&D cost levels
remain intact. Deterioration in its already elevated debt levels,
or a material deterioration in capital productivity as it relates
in particular to Chaparral's EOR investment, could warrant a
downgrade.

The senior unsecured notes are single notched below the CFR to B3
reflecting the presence of Chaparral's $375 million borrowing base
secured revolving credit facility. Chaparral's senior unsecured
notes are subordinated to the senior secured credit facility's
potential priority claim to the company's assets. The size of the
potential senior secured claims relative to the company's
outstanding senior unsecured notes results in the senior notes
being rated one notch beneath the B2 CFR under Moody's Loss Given
Default Methodology.

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


CHRISTIAN BROTHERS: Abuse Claimants Question Sale of Properties
---------------------------------------------------------------
Julia Reynolds at The Monterey County Herald, citing county
records, reports that the real estate arm of Christian Brothers
sold two properties to Palma High School.

According to the report, the transfer of the West Acacia Street
lots, which include two single-story houses, has plaintiff
attorneys asking whether the sale coincided with the hunt for
assets by abuse victims seeking restitution in the massive
Christian Brothers' bankruptcy cases.  "The timing is very
interesting," the report quotes Michael Pfau, a Seattle attorney
involved in the cases, as saying.  "What was the purpose of the
transfer?" he asked.  "We're going to scrutinize it in light of
the national bankruptcy and in light of claims coming forward in
multiple states.  The question is, is that an effort to keep those
assets from being pulled into the bankruptcy case?"

The report notes attorneys representing the Salinas school say the
transfer from Illinois-based Westcourt Corp., an affiliate of one
of the bankrupt groups, was a legitimate sale.

The report recounts that Palma was the original owner of the
properties.  According to the report, Monterey County records show
that Palma sold the Acacia properties in December 2003 to
Westcourt for $800,000.  The 2003 deal coincided with the filing
by a woman of an abuse lawsuit against the Diocese of Monterey.

On Aug. 26, 2011, Westcourt sold the properties back to Palma.

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.


CICERO INC: Widens Net Loss to $2.9 Million in 2011
---------------------------------------------------
Cicero Inc. filed with the U.S. Securities and Exchange Commission
its annual report on Form 10-K disclosing a net loss of $2.97
million on $3.25 million of total operating revenue in 2011,
compared with a net loss of $459,000 on $2.97 million of total
operating revenue in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $5.04 million
in total assets, $14.66 million in total liabilities, and a
$9.62 million total stockholders' deficit.

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

                         http://is.gd/GbDck1

                           About Cicero Inc.

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

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

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

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


CIRTRAN CORP: Incurs $7 Million Net Loss in 2011
------------------------------------------------
Cirtran Corporation filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$7.04 million on $3.06 million of net sales in 2011, compared with
a net loss of $4.95 million on $9.04 million of net sales in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $1.16 million
in total assets, $26.23 million in total liabilities and a $25.06
million total stockholders' deficit.

For 2011, Hansen, Barnett & Maxwell, P.C., in Salt Lake City,
Utah, noted that Company has an accumulated deficit, has suffered
losses from operations, has negative working capital and one of
the consolidated subsidiaries has filed for Chapter 11 bankruptcy
which raises substantial doubt about its ability to continue as a
going concern.

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

                        http://is.gd/7632fv

                      About CirTran Corporation

West Valley City, Utah-based CirTran Corporation (OTC BB: CIRC)
-- http://www.CirTran.com/-- markets and manufactures energy
drinks under the Playboy brand pursuant to a license agreement
with Playboy Enterprises, Inc.  The Company also provides turnkey
manufacturing services and products using various high-tech
applications for electronics manufacturers in various industries.


COMMONWEALTH BIOTECH: Incurs $228,000 Net Loss in 2011
------------------------------------------------------
Commonwealth Biotechnologies, Inc., filed with the U.S. Securities
and Exchange Commission its annual report on Form 10-K disclosing
a net loss of $227,888 on $0 of revenue in 2011, compared with a
net loss of $1 million on $0 of revenue in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $1.37 million
in total assets, $1.74 million in total liabilities and a $369,150
total stockholders' deficit.

Witt Mares, PLC, in Richmond, Virginia, noted that the Company's
recurring losses from operations and inability to generate
sufficient cash flow to meet its obligations and sustain its
operations raise substantial doubt about its ability to continue
as a going concern.

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

                        http://is.gd/s0IoNQ

                  About Commonwealth Biotechnologies

Based in Midlothian, Virginia, Commonwealth Biotechnologies, Inc.,
was a specialized life sciences outsourcing business that offered
cutting-edge expertise and a complete array of Peptide-based
discovery chemistry and biology products and services through its
wholly owned subsidiary Mimotopes Pty Limited.

Commonwealth Biotechnologies Inc. filed for Chapter 11 bankruptcy
protection (Bankr. E.D. Va. Case No. 11-30381) on Jan. 20, 2011.
Judge Kevin R. Huennekens presides over the case.  Paula S. Beran,
Esq., at Tavenner & Beran, PLC, represents the Debtor.  The Debtor
estimated both assets and debts of between $1 million and
$10 million.

On April 7, 2011, the Bankruptcy Court approved the private sale
of Mimotopes for a gross sales price of $850,000.  The sale closed
on April 29, 2011.  Mimotopes was deconsolidated during the second
quarter of 2011.


COMPETITIVE TECHNOLOGIES: Incurs $3.6 Million Net Loss in 2011
--------------------------------------------------------------
Competitive Technologies, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $3.59 million on $3.32 million of product sales for
the year ended Dec. 31, 2011.  The Company reported a net loss of
$2.40 million on $163,993 of product sales for the five months
ended Dec. 31, 2010.

The Company's balance sheet at Dec. 31, 2011, showed $5.14 million
in total assets, $6.77 million in total liabilities, all current,
and a $1.62 million total shareholders' deficit.

For 2011, Mayer Hoffman McCann CPAs, in New York, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has incurred operating losses since fiscal year 2006.

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

                        http://is.gd/80PTHW

                   About Competitive Technologies

Fairfield, Conn.-based Competitive Technologies, Inc. (OTC QX:
CTTC) -- http://www.competitivetech.net/-- was established in
1968.  The Company provides distribution, patent and technology
transfer, sales and licensing services focused on the needs of its
customers and matching those requirements with commercially viable
product or technology solutions.  Sales of the Company's
Calmare(R) pain therapy medical device continue to be the major
source of revenue for the Company.


CONNAUGHT GROUP: Business Sold to Royal Spirit, Tom James
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Connaught Group Ltd.'s assets are being sold to a
joint venture between Royal Spirit Group and Tom James Co.  The
buyers are paying $20 million cash and taking on the lease for the
headquarters on West 55th Street.  Royal Spirit, the non-insider
with the largest claim, is waiving a $5.4 million claim.
Connaught valued the bid at $22 million.  Connaught received
approval to hold the auction in late March.  The bankruptcy judge
in New York approved the sale last week.  The secured lenders
consented.

                       About Connaught Group

The Connaught Group, Ltd. and four of its affiliates, Limited
Editions for Her of Nevada LLC; Limited Editions for Her of
Branson LLC; Limited Editions for Her LLC; and WDR Retail Corp.
filed separate Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y.
Lead Case No. 12-10512) on Feb. 9, 2012.

New York-based Connaught Group designs and has manufactured high-
end women's wear and then sells the finished clothing through an
innovative sales system outside the normal retail chain originally
created in 1981 by the Debtors' founder and iconic designer,
William D. Rondina.  The Company's sales are made primarily
through independent contractors who sell the clothing to their own
clients in private showings.  Through the Wardrobe Consultants,
the Debtors are able to offer the personalized service and
attention to detail absent from the conventional shopping
experience.  As of the Petition Date, the Debtors are affiliated
with more than 1,300 Wardrobe Consultants.  The Debtors also
operate 10 outlet stores throughout the country, but the Debtors
primarily only sell last season's clothing and other merchandise
to be liquidated at these stores.

A non-debtor Canadian subsidiary, The Connaught Group ULC, sells
the Debtors' clothing to be liquidated in eight outlet stores in
Canada.  Three of the Canadian stores are leased by The Connaught
Group, Ltd.

Judge Stuart M. Bernstein presides over the case.  David L.
Barrack, Esq., Paul Jacobs, Esq., and Warren J. Nimetz, Esq., at
Fulbright & Jaworski L.L.P., serve as the Debtors' counsel.  Maury
Satin at Zygote Associates serves as the CRO.  Richter Consulting
acts as financial advisor and Consensus Advisory Services and
Consensus Securities LLC serve as financial advisors, consultants
and investment bankers.  Kurtzman Carson Consultants LLC serves as
administrative agent, and claims and noticing agent.

JPMorgan Chase is represented in the case by Andrew C. Gold, Esq.,
at Herrick, Feinstein LL.  Citibank is represented by Boris I.
Mankovetskiy, Esq., at Sills Cummis & Gross P.C.

The Official Committee of Unsecured Creditors is represented by
Lowenstein Sandler, PC.


CONTRACT RESEARCH: Auction to be Held May 15, Bids Due May 11
-------------------------------------------------------------
Contract Research Solutions Inc. will hold an auction on May 15
where an offer by first-lien lenders to buy the business for $80.3
million will be the opening bid.

Absent higher and better offers, Cetero will sell the business to
lenders in exchange for a credit bid of $50 million of secured
debt, and the assumption of $30 million in liabilities.

Under bidding procedures approved April 13, competing bids are due
May 11.  A hearing to approve the sale is set for May 17.

Frank Vinluan at MedCity News reports that unsecured creditors of
Cetero last week asked the Court for an extension of the bid
deadline, claiming the May 1 deadline set by Cetero did not give
enough time to do the due diligence necessary to submit a bid.

MedCity News notes the minimum Cetero bid is $81 million cash and
bidders must post an $8.1 million deposit.  MedCity News relates
the unsecured creditors had also objected to the secured lenders'
right to use the amount of Cetero's debt as part of their bid.
This credit bid would add $66 million to the offer of $81 million
for a total of $147 million, an amount that is "impossibly high
and will chill bids," the group said in court papers.

                           About Cetero

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

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

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

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

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

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


CORD BLOOD: Incurs $5.9 Million Net Loss in 2011
------------------------------------------------
Cord Blood America, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss attributable to the Company of $5.97 million on $5.66
million of revenue in 2011, compared with a net loss attributable
to the Company of $8.09 million on $4.12 million of revenue in
2010.

The Company's balance sheet at Dec. 31, 2011, showed $7.35 million
in total assets, $8.22 million in total liabilities and a $878,836
total stockholders' deficit.

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

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

                        http://is.gd/mRr9Yp

                      About Cord Blood America

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


CORD BLOOD: St. George Investments Discloses 9.9% Equity Stake
--------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, St. George Investments, LLC, Fife Trading, Inc., and
John M. Fife disclosed that, as of March 10, 2011, they
beneficially own 6,808,881 shares of common stock of Cord Blood
America, Inc., representing 9.9% of the shares outstanding.  A
copy of the filing is available for free at http://is.gd/0VIwIj

                     About Cord Blood America

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

The Company reported a net loss attributable to the Company of
$5.97 million in 2011, compared with a net loss attributable to
the Company of $8.09 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $7.35 million
in total assets, $8.22 million in total liabilities and a $878,836
total stockholders' deficit.

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


COYOTES HOCKEY: Glendale Council in Talks for Potential Offers
--------------------------------------------------------------
Andy Hutchins at SB Nation reports that the Glendale City Council
met last week to discuss potential bids for the Phoenix Coyotes
and will proceed with its preferred bid, from an ownership group
led by former San Jose Sharks CEO Greg Jamison.

The parties are nearing a deal that would sell the Coyotes and
keep them in Glendale, SB Nation relates, citing report from the
Phoenix Business Journal.

According to the report, Glendale owns Phoenix's home arena,
Jobing.com Arena, and has been heavily involved with the Coyotes
since the National Hockey League bought the team out of Chapter 11
bankruptcy in 2009.  The NHL is seeking $170 million for the
Coyotes, though a lower price could be negotiated.  Mr. Jamison's
group has been close to finalizing a deal to purchase the Coyotes
before, only to lose some investment money prior to the purchase.
Local groups helped throw a monkey wrench in the sale of the
Coyotes to a Chicago investment executive.

The report relates the NHL is poised to seal a deal with Mr.
Jamison as soon as an arena lease is worked.  Perhaps this could
occur as soon as during the NHL playoffs, the report says.

                        About Coyotes Hockey

Dewey Ranch Hockey LLC, Arena Management Group, LLC, Coyotes
Holdings, LLC, and Coyotes Hockey, LLC -- owners and affiliates of
the Phoenix Coyotes National Hockey League team -- filed for
Chapter 11 protection (Bankr. D. Ariz. Case No. 09-09488) on
May 5, 2009.  The Debtors were represented by Squire, Sanders &
Dempsey, LLP, in Phoenix, and estimated their assets and debts to
be between $100 million and $500 million.

In the third quarter of 2009, Judge Redfield T. Baum approved the
sale of the Phoenix Coyotes to the National Hockey League, which
acquired the team to quash a plan by Research-In-Motion founder
Jim Balsillie to move the team to Ontario, Canada.  Coyotes was
sent to Chapter 11 to effectuate a sale by owner Jerry Moyes to
Mr. Balsillie.  The NHL acquired the team for $140 million in
October 2009 and said it wants to sell the team for $170 million.

The city of Glendale, Arizona, owns Jobing.com Arena, where the
team plays.

In September 2010, the Bankruptcy Court rejected a motion to
impose a trustee or convert the case to a Chapter 7 liquidation.


DAY4 ENERGY: Gets Notice of Delisting Review by the TSEX
--------------------------------------------------------
Day4 Energy Inc. -- http://www.day4energy.com/-- has received
notice from the Toronto Stock Exchange that the TSX is reviewing
the eligibility for continued listing of the Company's securities
on the Exchange.

The Company is being reviewed under the TSX's Remedial Review
Process and has been granted 120 days to comply with all the TSX
requirements for continued listing.  If the Company is unable to
demonstrate on or before Aug. 13, 2012 that it meets all TSX
requirements for continued listing, the securities will be
delisted 30 days from such date.

The TSX initiated its delisting review pursuant to the continued
listing criteria and as a result of the Company's financial
condition. Day4 is pursuing financing and strategic alternatives
to resolve its current financial situation.

                          About Day4 Energy

Day4 is a Canadian company dedicated to providing high performance
photovoltaic (PV) solutions for residential, commercial and
utility scale installations.  By fundamentally improving on the
design and assembly of solar cells and modules, the Company
produces unique PV panels of high power density, increased
lifetime and uncompromised aesthetic appearance.  Day4 partners
with international technology leaders to develop and deliver IEC-
and UL-certified solar products to customers around the world.
Day4 Energy is listed on the TSX under the symbol "DFE".


DIABETES AMERICA: Plan of Liquidation Declared Effective
--------------------------------------------------------
Diabetes America, Inc., notified the U.S. Bankruptcy Court for the
Southern District of Texas that the Effective Date of its Second
Amended Chapter 11 Plan of Liquidation occurred on March 2, 2012.

The Court entered an order confirming the Debtor's Plan on Dec. 5,
2011.

The Plan is based on the Debtor's sale of its substantially all of
its operating assets.

The Debtor reached an agreement with EDG Partners Fund II, L.P.,
the proposed purchaser under the Debtor's Chapter 11 plan, on an
adjusted purchase price, consistent with the terms of the APA.

Proceeds form the sale will be used to satisfy allowed claims and
interests in accordance with the Bankruptcy Code.

The "Cash Purchase Price" as set forth in the EDG Asset Purchase
Agreement will be reduced from $4,750,000 to $3,575,000, provided,
however, that (i) the Cash Purchase price will be further reduced
on a dollar-for-dollar basis, up to as maximum of $150,000, based
on the Seller's cash on hand at Closing; and (ii) the Buyer's
agreement with respect to the assumption of the Assumed Post
Petition Payables as set forth in Section 2.3(c) of the EDG Asset
Asset Purchase Agreement will remain in full force and effect.

A copy of the Confirmation Order is available for free at:

       http://bankrupt.com/misc/diabetesamerica.doc368.pdf

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/DIABETESAMERICA_Aug19DS.pdf

The Debtor's counsel Tom Kirkendall at Looper Reed and McGraw said
that the scheduling conference hearing will be held on April 16,
at 2:00 PM to schedule Discovery and hearing on the final
application for compensation.  Hearing on claim objections are to
be calendared for May 30, 9:30 a.m.

                     About Diabetes America

Houston, Texas-based Diabetes America, Inc., fka Diabetes Centers
of America, Inc., operates a network of 17 centrally-managed
medical clinics that provide comprehensive outpatient medical
care, primarily to patients with Type 1, Type 2 and Gestational
Diabetes.  The company's clinics are located in Texas and Houston
and generate 51,000 patient visits per year.

Diabetes America filed for Chapter 11 bankruptcy protection
(Bankr. S.D. Tex. Case No. 10-41521) on Dec. 21, 2010.  H. Joseph
Acosta, Esq., and Micheal W. Bishop, Esq., at Looper Reed &
McGraw, P.C., in Dallas; and Joshua Walton Wolfshohl, Esq., at
Porter Hedges, L.L.P., in Houston, represent the Debtor as
bankruptcy counsel.  The Debtor estimated its assets and debts at
$10 million to $50 million as of the Petition Date.

Judy A. Robbins, the U.S. Trustee for Region 7, appointed three
members to the Official Committee of Unsecured Creditors in
Diabetes America's Chapter 11 case.  The Committee has tapped
Butler, Snow, O'Mara, Stevens & Cannada, PLLC, as its counsel.


DIGITILITI INC: Incurs $3.9 Million Net Loss in 2011
----------------------------------------------------
Digitiliti, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$3.98 million on $1.48 million of revenue in 2011, compared with a
net loss of $6.41 million on $2.14 million of revenue in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $1.03 million
in total assets, $4.29 million in total liabilities and a $3.26
million total stockholders' deficit.

For 2011, MaloneBailey, LLP, in Houston, Texas, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has suffered losses from operations and has a working capital
deficit.

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

                        http://is.gd/KKq60C

                       About Digitiliti, Inc.

St. Paul, Minnesota-based Digitiliti, Inc.'s business is
developing and delivering storage technologies and methodologies
enabling its customers to manage, control, protect and access
their information and data with ease.  The Company's core business
is providing a cost effective on-line data protection solution to
the small to medium business ("SMB") and small to medium
enterprise ("SME") markets through its DigiBAK service.  This on-
line data protection solution helps organizations properly manage
and protect their entire network from one centralized location.


DUTCH GOLD: Incurs $4.5 Million Net Loss in 2011
------------------------------------------------
Dutch Gold Resources, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $4.58 million on $0 of sales in 2011, compared with a
net loss of $3.69 million on $0 of revenue in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $2.64 million
in total assets, $7.30 million in total liabilities and a $4.65
million total stockholders' deficit.

For 2011, Hancock Askew & Co., LLP, in Norcross, Georgia, noted
that the Company has limited liquidity and has incurred recurring
losses from operations and other conditions exist which raise
substantial doubt about the Company's ability to continue as a
going concern.

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

                        http://is.gd/F31FLg

                          About Dutch Gold

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


DVOGEL LLC: Case Summary & Largest Unsecured Creditor
-----------------------------------------------------
Debtor: DVogel, LLC
        c/o Farwell Real Estate, Inc.
        2340 South Arlington Heights Road, #202
        Arlington Heights, IL 60005

Bankruptcy Case No.: 12-14873

Chapter 11 Petition Date: April 12, 2012

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Janet S. Baer

Debtor's Counsel: Eric J. Miller, Esq.
                  FARWELL, FARWELL & ASSOCIATES, P.C.
                  2340 South Arlington Heights Road, Suite 202
                  Arlington Heights, IL 60005
                  Tel: (847) 368-0700 Ext. 27
                  Fax: (847) 368-0512
                  E-mail: emiller@farwelllaw.com

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

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
------                   ---------------        ------------
Wells Fargo Bank, N.A.                           $6,380,266
c/o Perkins Coie
131 South Dearborn, #1700
Chicago, IL 60603

The petition was signed by Gordon A. Vogel, manager.


EAU TECHNOLOGIES: Swings to $3 Million Net Loss in 2011
-------------------------------------------------------
EAU Technologies, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $3.04 million on $1.90 million of total revenues in
2011, compared with net income of $2.35 million on $697,555 of
total revenues in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $2.11 million
in total assets, $6.36 million in total liabilities and a $4.25
million total stockholders' deficit.

For 2011, HJ & Associates, LLC, in Salt Lake City, Utah, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has a working capital deficit as well as a deficit in
stockholders' equity.

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

                         http://is.gd/DEMzN9

                        About EAU Technologies

Kennesaw, Ga.-base EAU Technologies, Inc., is in the business of
developing, manufacturing and marketing equipment that uses water
electrolysis to create non-toxic cleaning and disinfecting fluids
for food safety applications as well as dairy drinking water.


ELLINWOOD COUNTRY CLUB: Files for Bankruptcy to Restructure Debts
-----------------------------------------------------------------
Lisa Eckelbecker at Telegram reports that Ellinwood Country Club
has filed for Chapter 11 protection in the U.S. Bankruptcy Court
in Worcester, Massachusetts, seeking to reorganize debts that are
dominated by two mortgages to Athol Savings Bank.

A status conference on the case is scheduled for May 3 at the
federal courthouse in Worcester.

Based in Athol, Massachusetts, Ellinwood County Club Inc. is an
18-hole, semi-private golf course that first opened in 1929 as a
nine-hole golf course.  The Company filed for Chapter 11
protection (Bankr. D. Mass. Case No. 12-41343) on April 10, 2012.
Judge Melvin S. Hoffman presides over the case.  Holly H. Hines,
Esq., at Hines Law Offices, represents the Debtor.  The Debtor
listed assets of $1,676,157 and liabilities of $856,106, including
about $721,109 owed to Athol Savings Bank.


ENGLOBAL ENG: Enters Into Limited Waiver and Amendment
------------------------------------------------------
ENGlobal ENG entered into a Limited Waiver and Amendment to its
Credit Facility with Wells Fargo that provided a waiver of a
covenant violation for the quarter ended Dec. 31, 2011 and
extended the maturity date of the facility to May 31, 2012.  The
Company is currently managing the due diligence processes with
other senior lenders.  ENGlobal is working diligently to obtain a
new credit facility prior to the new expiration date of the Wells
Fargo facility.

"We are disappointed in our inability to reach a longer-term
relationship with Wells Fargo regarding our future credit needs;
however, we accept their desire to be replaced as our senior
lender and appreciate their past support," added Pagano.

"ENGlobal's management is very encouraged by the opportunity to
have other large commercial banks interested in our business and
we are currently developing these new relationships. We believe
the new facility will provide additional flexibility for our
senior credit needs and, once completed, will better position the
Company for future growth."

                          About ENGlobal

Houston, Texas-based ENGlobal Corporation is a provider of
engineering and professional services principally to the energy
sector.  In April 2010, it acquired selected assets of Control
Dynamics International, LP(CDI).


ENRON CORP: Supreme Court Won't Hear Second Skilling Appeal
-----------------------------------------------------------
Dow Jones Newswires' Brent Kendall reports that the U.S. Supreme
Court on Monday refused to consider a second appeal by former
Enron President Jeffrey Skilling challenging his 2006 conviction
on fraud and conspiracy charges.

Dow Jones recounts Mr. Skilling, who is serving a 24-year prison
sentence, won a notable 2010 Supreme Court ruling that found his
conviction was flawed.  That ruling rejected the U.S. government's
use of federal law that gave prosecutors the authority to bring
cases against executives who allegedly deprive companies of their
honest services.  The high court, however, said the flaws didn't
necessarily require overturning his conspiracy conviction, and it
left lower courts to determine whether any errors in the
prosecution were harmless.  The case went back to the U.S. Court
of Appeals for the Fifth Circuit in New Orleans, which left Mr.
Skilling's conviction in place, saying there was overwhelming
evidence to convict him even without the honest-services
allegations.

According to Dow Jones, the Supreme Court on Monday left that
ruling in place, rejecting Mr. Skilling's appeal without comment.

                         About Enron Corp.

Based in Houston, Texas, Enron Corporation filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. 01-16033) on Dec. 2, 2001,
following controversy over accounting procedures that caused its
stock price and credit rating to drop sharply.

Enron hired lawyers at Togut Segal & Segal LLP; Weil, Gotshal &
Manges LLP; Venable; Cadwalader, Wickersham & Taft, LLP for its
bankruptcy case.  The Official Committee of Unsecured Creditors in
the case tapped lawyers at Milbank, Tweed, Hadley & McCloy LLP.

The Debtors won confirmation of their Plan in July 2004, and the
Plan was declared effective on Nov. 17, 2004.  After approval of
the Plan, the new board of directors decided to change the name of
Enron Corp. to Enron Creditors Recovery Corp. to reflect the
current corporate purpose.  ECRC's sole mission is to reorganize
and liquidate certain of the operations and assets of the "pre-
bankruptcy" Enron for the benefit of creditors.

ECRC has been involved in the MegaClaims Litigation, an action
against 11 major banks and financial institutions that ECRC
believes contributed to Enron's collapse; the Commercial Paper
Litigation, an action involving the recovery of payments made to
commercial paper dealers; and the Equity Transactions Litigation,
which ECRC filed against Lehman Brothers Holdings, Inc., UBS AG,
Credit Suisse and Bear Stearns to recover payments made to the
four banks on transactions involving Enron's stock while the
company was insolvent.


EXPERT GLOBAL: Moody's Raises Corp. Family Rating to 'B2'
---------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family Rating
("CFR") of Expert Global Solutions, Inc. to B2 from Caa1.
Concurrently, Moody's affirmed the Ba3 rating on the $795 million
first lien credit facility and the B3 rating on the $200 million
second lien term loan. The ratings outlook is stable. This rating
action concludes Moody's review for upgrade initiated on March 15,
2012.

On April 3, 2012, APAC Customer Services, Inc. ("APAC"), also a
portfolio company of One Equity Partners ("OEP"), was merged with
Expert Global Solutions. Proceeds from new term loans, along with
cash on the balance sheet and $20 million drawn on the new
revolver, were used to refinance existing debt in the capital
structure. At the same time, NCO Group, Inc. was renamed Expert
Global Solutions, Inc.

Moody's upgraded the following ratings:

Corporate Family Rating, to B2 from Caa1

Probability of Default Rating, to B2 from Caa1

Moody's affirmed the below ratings (and Loss Given Default
Assessments):

$120 million first lien revolver due 2017, Ba3 (LGD3, 30%)

$675 million first lien term loan due 2018, Ba3 (LGD3, 30%)

$200 million second lien term loan due 2018, B3 (LGD5, 76%)

Moody's withdrew the below ratings, as the prior bank debt was
refinanced and substantially all the notes have been tendered:

$67.5 million senior secured revolving credit facility due
December 2012, B2 (LGD2, 26%)

$460 million senior secured term loan due May 2013, B2 (LGD2,
26%)

$165 million senior unsecured floating rate notes due November
2013, Caa2 (LGD5, 73%)

$200 million senior subordinated notes due November 2014, Caa3
(LGD6, 91%)

Speculative Grade Liquidity Rating, SGL-4

Ratings Rationale

The CFR upgrade to B2 from Caa1 reflects the combined company's
improved debt maturity profile, greater scale in the more stable
Customer Relationship Management ("CRM") segment, and lower
financial leverage resulting from the contribution of APAC's
estimated $52 million in EBITDA (pre-synergies) with relatively
modest incremental debt of $158 million (at the holding company).
OEP contributed about $300 million of equity towards the purchase
of APAC.

The B2 CFR reflects integration risks associated with the merger,
highly competitive industry conditions, and pro forma financial
leverage of about 5.6 times (including a $158 million holding
company note) before consideration of merger-related cost
synergies. The inclusion of management's targeted $30 million in
annualized cost synergies would reduce pro forma financial
leverage to about 5.0 times. The ratings are further constrained
by Moody's expectation that the environment for the collection of
delinquent accounts receivable will remain difficult, as many
consumers struggle with high unemployment, lack of wage growth and
constrained access to credit.

The stable outlook anticipates that Expert Global Solutions will
successfully integrate the APAC business into its CRM segment and
realize planned merger-related synergies. Moody's expects
stabilization in the accounts receivable management revenue base,
along with debt reduction, to bring financial leverage below 5
times by the end of 2012. The ratings could eventually be raised
if Expert Global Solutions demonstrates solid organic revenue and
profitability growth and materially reduces debt such that
financial leverage and free cash flow to debt are sustained below
4 times and above 8%, respectively. Conversely, the ratings could
be downgraded if consolidated revenues (excluding reimbursable
costs and fees) continue to decline on a pro forma basis,
synergies are not realized, liquidity or margins deteriorate, or
debt-financed acquisitions are made that result in financial
leverage and free cash flow to debt being sustained above 5 times
and below 3%, respectively.

The principal methodology used in rating Expert Global Solutions
was the Global Business & Consumer Service Industry Rating
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.

Based in Horsham, Pennsylvania, Expert Global Solutions, Inc. is a
global provider of business process outsourcing services,
primarily focused on accounts receivable management and customer
relationship management solutions. Expert Global Solutions is a
portfolio company of One Equity Partners. In 2011, the company
reported revenue of approximately $1.5 billion.


FIRST AMERICAN: Moody's Says Dividend No Impact on 'B1' CFR
-----------------------------------------------------------
Moody's Investors Service said First American Payments Systems,
L.P.'s debt ratings -- B1 Corporate Family Rating (CFR) and Senior
Secured Ratings -- are not affected by the increase in leverage
that will fund a $50 million dividend to FAPS' owner, Lindsay
Goldberg L.L.C., though the use of leverage to fund the dividend
signals a more aggressive financial policy.

The principal methodology used in rating FAPS was the Global
Business & Consumer Service Industry Rating Methodology. Other
methodologies and factors that may have been considered in the
process of rating this issuer can also be found in the
Methodologies subdirectory.

FAPS, with headquarters in Fort Worth, Texas, is a merchant
acquirer providing credit, debit and other electronic payment
processing services for merchants in Unites States and Canada.


FIRST SOLAR: Cuts 30% of Staff & Idles Plants Overseas
------------------------------------------------------
Executive management of First Solar, Inc., on April 16, 2012,
approved a set of restructuring initiatives intended to reduce
costs and align the Company's organization with its long-term
strategic plan including expected sustainable market
opportunities.

As part of these initiatives, First Solar will substantially
reduce its European operations including the closure of its
manufacturing operations in Frankfurt (Oder), Germany by the end
of the fourth quarter of 2012, which will reduce headcount by
approximately 1,200 positions.  Due to the lack of legislative
support for utility-scale solar projects in Europe, the Company
does not believe there is a business case for continuing
manufacturing operations in Germany.

Additionally, First Solar will substantially reduce the size of
its sales and service support in Mainz, Germany and elsewhere in
Europe, which will reduce headcount by approximately 150
positions.  First Solar will also be idling indefinitely the
capacity of four production lines at its manufacturing center in
Kulim, Malaysia beginning in May 2012, which will reduce headcount
by approximately 550 positions.  These actions, combined with
additional reductions in administrative and other staff in North
America, will reduce First Solar's workforce by roughly 2,000
associates, nearly 30% of its roughly 6,800 global total.

First Solar said the restructuring and related initiatives are
expected to result in pre-tax restructuring charges of between
$230 million and $350 million, including: (i) between $150 million
and $250 million in asset impairments and related charges,
primarily related to the Frankfurt (Oder) plant; (ii) between
$50 million and $70 million in severance, of which between
$40 million and $55 million is related to the Frankfurt (Oder)
plant and the Company's other European operations; and (iii)
roughly $30 million for repayment of a German government grant
related to the Frankfurt (Oder) operations.

Substantially all such pre-tax restructuring charges are not
expected to have any offsetting tax benefit, and the Company
expects to incur between $10 million and $15 million in tax
expense associated with such initiatives for deferred tax asset
valuation allowances, primarily related to Germany.

In addition, First Solar has voluntarily prepaid all outstanding
indebtedness relating to the construction of its second
manufacturing plant at Frankfurt (Oder) under that certain Credit
Facility Agreement, dated as of May 18, 2011, among First Solar
Manufacturing GmbH, Commerzbank Aktiengesellschaft, Luxembourg
Branch, as security agent, and the additional finance parties
thereto.  The total repayment amount of roughly $145 million will
be partially offset by the release of roughly $20 million in cash
deposits that were previously restricted as security for the loan.

In connection with the repayment, First Solar expects to incur
roughly $5 million in repayment related expense.  First Solar said
the charges are expected to total between $245 million and $370
million, which will be incurred primarily in the first quarter of
2012 with remaining amounts being incurred throughout the
remainder of 2012.  Of these expected charges, between $80 million
and $120 million are expected to be cash expenditures.

First Solar also said that, in connection with a continuing
objective of balancing production capabilities with market demand,
it will be idling indefinitely the capacity of four production
lines in Kulim, Malaysia, which will reduce headcount by roughly
550.  Production at the other 20 production lines in Malaysia may
be idled temporarily to allow the Company to implement upgraded
process technologies as part of its accelerated conversion
efficiency improvement initiatives, and to better align production
with expected market demand.  The Company maintains the
flexibility to increase Malaysian manufacturing production to all
24 lines when warranted by increased market demand.

In terms of production, the Company expects its global annual
manufacturing run-rate capacity exiting 2012 to be roughly 1.7 GW,
which represents 24 lines (consisting of 20 lines in Malaysia and
four lines in Perrysburg, Ohio) capable of running at a line run-
rate of approximately 70 MW per year. The Company expects to
produce between roughly 1.4 and 1.7 GW of solar modules in 2012.

First Solar swung to a net loss of $39.5 million despite posting
higher net sales of $2.7 billion in 2011.  First Solar reported
net income for four consecutive years from 2007 to 2010.  As of
Dec. 31, 2011, First Solar had $5.7 billion in total assets
against $2.1 billion in total liabilities.

Cassandra Sweet and Russell Gold, writing for The Wall Street
Journal, report that despite experienced executives and strong
financial backing, Arizona-based First Solar has seen its market
capitalization fall by $9.86 billion, or 83% to $1.99 billion in
the last year.

WSJ says news of the cutbacks was welcomed on Wall Street, where
investors have worried about the company's exposure to the global
solar-panel glut.  First Solar's shares rose 10% to close at
$22.96 in Nasdaq trading.

First Solar recently announced it was postponing opening of a
manufacturing facility in Arizona and would stop building a plant
in Vietnam.

First Solar manufactures and sells solar modules with an advanced
thin-film semiconductor technology, and designs, constructs, and
sells photovoltaic (PV) solar power systems.


FIRSTFED FINANCIAL: Objects to First Amended Ch. 11 Plan
--------------------------------------------------------
BankruptcyData.com reports that FirstFed Financial's current and
former officers filed with the U.S. Bankruptcy Court an objection
to the Disclosure Statement for the First Amended Chapter 11 Plan
submitted by HoldCo Advisors.

The officers explained the objection was filed "on the basis that
(a) HoldCo lacks standing to propose the Disclosure Statement and
Plan and (b) the Disclosure Statement and Plan represent an
unlawful attempt to nullify the Debtor's abandonment of certain
claims against the Directors and Officers."

The Court has scheduled an April 26, 2012 Disclosure Statement
hearing.

As reported in the Troubled Company Reporter on March 28, 2012,
FirstFed Financial creditor Holdco Advisors filed with the U.S.
Bankruptcy Court a First Amended Chapter 11 Plan of Reorganization
and related Disclosure Statement.

"The Plan provides for the reorganization of the Debtor and for
Holders of certain Allowed Claims to receive equity in the
Reorganized Debtor, with the option to be elected by each Holder
of General Unsecured Claims to receive instead a 'cash out' right
of payment and/or a security that results in cash from certain of
the Debtor's assets, including Cash held by the Debtor as of the
Effective Date. In order to effectuate the Distributions, the Plan
provides that all of the assets of the Debtor's Estate (including
Causes of Action not expressly released under the Plan) shall vest
in the Reorganized Debtor and then, where applicable, be
distributed pursuant to the Plan....the Reorganized Debtor shall
continue to operate the Debtor's business as a going concern in
the real estate and financial services sectors, and will pursue
litigation, including litigation with the FDIC, and make
Distributions under the Plan," according to the Disclosure
Statement obtained by BankruptcyData.com.

                      About FirstFed Financial

Irvine, Calif.-based FirstFed Financial Corp. is the bank
holding company for First Federal Bank of California and its
subsidiaries.  The Bank was closed by federal regulators on
Dec. 18, 2009.

FirstFed Financial Corp. filed for Chapter 11 protection (Bankr.
C.D. Calif. Case No. 10-10150) on Jan. 6, 2010.  Jon L. Dalberg,
Esq., at Landau Gottfried & Berger LLP, represents the Debtor in
its restructuring effort.  Garden City Group is the claims and
notice agent.  The Debtor disclosed assets at $1 million and
$10 million, and debts at $100 million and $500 million.

The Debtor's exclusive period to propose a plan expired in January
2011.

The Debtor has proposed a Plan of Liquidation, which proposes an
orderly liquidation of the Debtor's estate.

As previously reported by the TCR on Feb. 16, 2012, Holdco
Advisors L.P., submitted to the Bankruptcy Court a proposed Plan
of Reorganization and explanatory Disclosure Statement for
Firstfed Financial Corp.


FOUR J': Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------
Debtor: Four J' Developers, Inc.
        White Pearl Hotel, LLC
        201 Sumner Avenue
        Seaside Heights, NJ 08751

Bankruptcy Case No.: 12-19688

Chapter 11 Petition Date: April 12, 2012

Court: United States Bankruptcy Court
       District of New Jersey (Trenton)

Judge: Michael B. Kaplan

Debtor's Counsel: Richard J. Kwasny, Esq.
                  KWASNY REILLY HAFT & SACCO
                  53 South Main St.
                  Yardley, PA 19067
                  Tel: (215) 321-0300
                  Fax: (215) 321-9336
                  E-mail: kwasnylaw@aol.com

Scheduled Assets: $1,650,000

Scheduled Liabilities: $2,237,819

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/njb12-19688.pdf

The petition was signed by William White, president.


FRIENDLY ICE CREAM: PBGC Wants Plan Outline Disapproved
-------------------------------------------------------
The Pension Benefit Guaranty Corporation, a United States
government agency, filed with the U.S. Bankruptcy Court for the
District of Delaware its objection to the Debtors' Disclosure
Statement for the proposed Plan of Liquidation.

According to PBGC;

   -- the Disclosure Statement fails to provide adequate
information to justify a discharge and release of the liquidating
debtors and third parties;

   -- the Disclosure Statement has not provided adequate
information to justify discharges and releases of non-debtor third
parties;

   -- the Disclosure Statement fails to justify the exculpation
provision provided in the Plan of Liquidation;

   -- the Disclosure Statement fails to provide adequate
information because it fails to state that the Debtors cannot
obtain a discharge; and

   -- the Disclosure Statement fails to provide adequate
information regarding the Liquidating Trust.

As reported in the Troubled Company Reporter on March 23, 2012,
according to the Disclosure Statement, the Plan provides for the
liquidation and distribution of the Debtors' remaining assets for
the benefit of certain holders of allowed claims.  Specifically,
holders of Assumed Administrative Claims, Dip Claims, Other
Priority Claims, And Secured Credit Agreement Claims will be paid
full in cash.  Holders of Remaining Administrative Claims and
Priority Tax Claims will also be paid in full in Cash, provided
that no payment or payments on account of one or more Remaining
Administrative Claims or Priority Tax Claims, as applicable, taken
in the aggregate with all prior or contemporaneous payments on
account of Remaining Administrative Claims or Priority Tax Claims,
will exceed the amount set forth for all Remaining Administrative
Claims or Priority Tax Claims in the Wind-Down Budget without
either (i) the consent of the Committee, before the Effective
Date, or the Liquidating Trustee, after the Effective Date (which
consent will not be unreasonably withheld) or (ii) the approval of
the Bankruptcy Court.

Holders of Allowed Accrued Professional Compensation Claims will
be paid in full in Cash first from funds held in the Professional
Fee Escrow Account and then from the Liquidating Trust Assets only
if no funds remain in the Professional Fee Escrow Account.
Holders of Other Secured Claims will, at the option of the Debtors
(in consultation with the Committee) before the Effective Date, or
the Liquidating Trustee, after the Effective Date, be paid in full
in Cash, receive the collateral securing any such Allowed Other
Secured Claim or receive other treatment rendering the Claim
Unimpaired in accordance with section 1124 of the Bankruptcy Code
(unless a Holder of such Allowed Other Secured Claim agrees to a
different recovery), provided that no payment or payments on
account of one or more Other Secured Claims, taken in the
aggregate with all prior or contemporaneous payments on account of
Other Secured Claims, will exceed the amount set forth for all
Other Secured Claims in the Wind-Down Budget without either (i)
the consent of the Committee, before the Effective Date, or the
Liquidating Trustee, after the Effective Date (which consent will
not be unreasonably withheld) or (ii) the approval of the
Bankruptcy Court.

Holders of General Unsecured Claims and the PBGC General Unsecured
Claims, the only voting Classes, will receive all of the Debtors'
residual net distributable value.  All other Classes of Claims and
Equity Interests will receive no distribution on account of their
respective Claims and Equity Interests.

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

The Debtors set an April 20, 2012, hearing at 10:00 a.m., the
approval of the Disclosure Statement. Objections, if any, are due
April 13.

                     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.

Sundae Group Holdings proposes 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 will make a credit bid from the $267.7 million in second-
lien, pay-in-kind notes.

The bid from Sun Capital is subject to higher and better offers
at an auction.  Under the proposed time-line, bids would be due
Nov. 24, followed by an auction on Dec. 1.  A competing bid must
be at least $122.6 million in cash.

Friendly's is 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.

On Oct. 12, 2011, the U.S. Trustee appointed the Committee.  The
Committee currently consists of seven members.  The Committee
selected Akin Gump Straus Hauer & Feld LLP and Blank Rome LLP to
serve as co-counsel to the Committee, and FTI Consulting to serve
as the Committee's financial advisor.


GAME GROUP: PE Firm Buys Spanish Assets Out of Administration
-------------------------------------------------------------
Kelly Rizzetta at Bankruptcy Law360 reports that just two weeks
after rescuing The Game Group PLC's British assets from
bankruptcy, a company advised by London-based private investment
firm OpCapita LLP has bought the Spanish assets of the leading
European video game retailer out of administration.

OpCapita-advised Cherrilux Investments SARL has no plans to close
any of the newly acquired Game Iberia's nearly 300 video game
stores, but it is evaluating a possible resale of the business,
according to a statement OpCapita issued Friday.

Game went into administration on March 26 after it was unable to
pay a GBP21 million quarterly rent bill, resulting in the
immediate closure of 277 of its 610 UK stores and just over 2,000
job losses, according to The Financial Times.

Game Group is a video games retailer.


GELT PROPERTIES: Cash Collateral Hearing Continued Until April 24
-----------------------------------------------------------------
Gelt Properties, LLC, et al., ask the U.S. Bankruptcy Court for
the Eastern District of Pennsylvania to deny Bucks Country Bank's
requests for relief of automatic stay, for adequate protection and
prohibit use of cash collateral.

On March 19, 2012, the Bank, by and through its counsel Curtin &
Heefner LLP, objected to the Debtors' continued use of cash
collateral.

The Bank consented to the use of cash collateral under the terms
of certain cash collateral orders.  Among the conditions to the
Bank's consent were: (1) the payment by the Debtors to the Bank of
monthly adequate protection payments equal to the Bank's
contractual; interest rate, and (2) "that by the 15th day of each
month the Debtors will provide to each lender a report concerning
receipts and disbursements relating to said lender's loans or
collateral."

According to the Bank, among other things:

   -- the Debtors proposed reduced monthly adequate protection
payments are substantially less than the amount agreed by the Bank
and the amount necessary to protect the interests of the Bank in
the collateral securing the Bank Claims;

   -- the Debtors have also not complied with their obligation to
provide monthly reporting to the Bank concerning receipts and
disbursements relating to said Bank's loans or collateral;

   -- the Debtors continue to receive payments on account of the
collateral securing the Bank Claims in amounts exceeding the
amounts proposed to be paid to the Bank.

   -- each payment received by the Debtors and not remitted to the
Bank results in a diminution of the value of the collateral
securing the Bank Claims.

As of the Petition Date, the Bank alleged that the Debtor was
indebted to the Bank in the total amount of $1,370,338.

The Debtors, in their response to the Bank's objection, argue
that, among other things:

   -- Because the Debtors provide adequate protection to the Bank
and proposed a viable and confirmable plan of reorganization, stay
relief is not justified; and

   -- To the extent that the Bank's collateral is diminished
during the months of April and May, the lender's interests are
adequately protected, such that the continued use of cash
collateral is appropriate.

The Official Committee of Unsecured Creditors has filed joinders
to the objection of the Debtor and National Penn Bank to the
Bank's motion for relief.

The Court has continued until April 24, at 11:00 a.m., the hearing
on the Debtors' access to the cash collateral, and the Bank's
motion for relief of automatic stay.

                       About Gelt Properties

Based in Huntington Valley, Pennsylvania, Gelt Properties, LLC,
and affiliate Gelt Financial Corporation borrow money from
traditional lenders and make loans to commercial borrowers.  They
also acquire and manage real estate.  Gelt Properties and Gelt
Financial filed for (Bankr. E.D. Pa. Case Nos. 11-15826 and 11-
15826) on July 25, 2011.  Judge Magdeline D. Coleman presides over
the cases.  Albert A. Ciardi, III, Esq., Jennifer E. Cranston,
Esq., and Thomas Daniel Bielli, Esq., at Ciardi Ciardi & Astin,
P.C., in Philadelphia, Pa., serve as the Debtors' bankruptcy
counsel.  The petitions were signed by Uri Shoham, the Debtors'
chief financial officer.  The Debtors' other professionals
include: Eisenberg, Gold & Cettei P.C. as its special counsel to
provide proper legal counsel to the Debtors with regard to
defending against certain actions, Cohen and Forman as their
special counsel to advise them upon all matters which may arise or
which may be incident to the bankruptcy proceedings.

Gelt Properties disclosed $4.73 million in assets and
$4.84 million in liabilities as of the Chapter 11 filing.  Its
affiliate, Gelt Financial has scheduled $20.3 million in assets
and $17.05 million in liabilities as of the Chapter 11 filing.

On Sept. 15, 2011, a committee of unsecured creditors was
appointed.  Schoff McCabe, P.C. represents the Committee.  Craig
Howe, CPA, and Howe, Keller & Hunter, P.C., serve as the
Committee's accountants.


GELT PROPERTIES: Amended Plan Aims Reduced Foreclosure Costs
------------------------------------------------------------
Gelt Properties, LLC, et al., submitted to the U.S. Bankruptcy
Court for the Eastern District of Pennsylvania a First Amended
Disclosure Statement explaining the proposed First Amended Plan Of
Reorganization dated March 16, 2012.

According to the Amended Disclosure Statement, all assets of the
Debtors will be sold and liquidated, rented or leased, developed
and maintained, in the ordinary course of the Debtors' business.
The Debtors note that the proposed Plan envisions the utilization
of management talents, commitment and an existing infrastructure
to restructure existing debt, liquidate unprofitable properties
and meaningfully shift focus to its growing REO portfolio.
Specifically, the Debtors project that they will increase rental
income, decrease carrying costs for unprofitable properties,
decrease maintenance costs for unprofitable properties and emerge
leaner, more focused reorganized Debtors.  The Debtors also expect
fewer foreclosures moving forward and thus reduce annual
foreclosure costs line item in its projections.

Under the Plan, Class 15 General unsecured Creditors will receive
a pro rata share of the Debtors' assets after payment of claims
having priority over Class 15 allowed claims.  Distributions to
holders of Class 15 will come from one of the following: (a) cash
on hand; or (b) funds received by the Debtors from the Lender
Liability Litigation.

A full-text copy of the First Amended Disclosure Statement is
available for free at:

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

                       About Gelt Properties

Based in Huntington Valley, Pennsylvania, Gelt Properties, LLC,
and affiliate Gelt Financial Corporation borrow money from
traditional lenders and make loans to commercial borrowers.  They
also acquire and manage real estate.  Gelt Properties and Gelt
Financial filed for (Bankr. E.D. Pa. Case Nos. 11-15826 and 11-
15826) on July 25, 2011.  Judge Magdeline D. Coleman presides over
the cases.  Albert A. Ciardi, III, Esq., Jennifer E. Cranston,
Esq., and Thomas Daniel Bielli, Esq., at Ciardi Ciardi & Astin,
P.C., in Philadelphia, Pa., serve as the Debtors' bankruptcy
counsel.  The petitions were signed by Uri Shoham, the Debtors'
chief financial officer.  The Debtors' other professionals
include: Eisenberg, Gold & Cettei P.C. as its special counsel to
provide proper legal counsel to the Debtors with regard to
defending against certain actions, Cohen and Forman as their
special counsel to advise them upon all matters which may arise or
which may be incident to the bankruptcy proceedings.

Gelt Properties disclosed $4.73 million in assets and
$4.84 million in liabilities as of the Chapter 11 filing.  Its
affiliate, Gelt Financial has scheduled $20.3 million in assets
and $17.05 million in liabilities as of the Chapter 11 filing.

On Sept. 15, 2011, a committee of unsecured creditors was
appointed.  Schoff McCabe, P.C. represents the Committee.  Craig
Howe, CPA, and Howe, Keller & Hunter, P.C., serve as the
Committee's accountants.


GENMED HOLDING: Incurs $5.4 Million Net Loss in 2011
----------------------------------------------------
Genmed Holding Corp. filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$5.44 million on $0 of net sales in 2011, compared with a net loss
of $7.72 million on $0 of net sales in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $1.03 million
in total assets, $2.65 million in total liabilities and a $1.61
million total stockholders' deficit.

For 2011, MaloneBailey, LLP, in Houston, Texas, expressed
substantial doubt as to the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has incurred a series of net losses resulting in negative cash
flow from operations during the year ended Dec. 31, 2011.

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

                        http://is.gd/ZGVqIJ

                        About Genmed Holding

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


GRANITE DELLS: Stinson Morrison Approved as Bankruptcy Counsel
--------------------------------------------------------------
The Hon. Redfield T. Baum of the U.S. Bankruptcy Court for the
District of Arizona authorized Granite Dells Ranch Holdings, LLC,
to employ Stinson Morrison Hecker LLP as counsel.

As reported in the Troubled Company Reporter on March 22, 2012,
pursuant to the Debtor's request, certain attorneys and paralegals
within the firm will undertake the representation at their regular
hourly rates for attorneys ranging from $190 to $650 and for
paralegals and other legal assistants from $95 to $225.

The Debtor also disclosed that on March 9, 2012, it engaged SMH
and provided SMH with a $50,000 retainer.  SMH invoiced the Debtor
for prepetition services rendered and applied $20,000 from the
retainer towards payment of those prepetition services and applied
$1,039 for the filing fee for the Debtor's petition, leaving
$28,961 in SMH's trust account.

On March 13, 2012, SMH received an additional $50,000 as retainer
funds from the Debtor.  The sum of $78,961 remains in SMH's trust
account to be applied to approved postpetition fees and expenses.

Additionally, the Debtor has agreed to provide an additional
$100,000 during the initial weeks of the bankruptcy.

                 About Granite Dells Ranch Holdings

Scottsdale, Arizona-based Granite Dells Ranch Holdings LLC filed a
bare-bones Chapter 11 petition (Bankr. D. Ariz. Case No. 12-04962)
in Phoenix, on March 13, 2012.  Judge Redfield T. Baum PCT Sr.
oversees the case.  The Debtor is represented by Alan A. Meda,
Esq., at Stinson Morrison Hecker LLP.  The Debtor disclosed
$2,219,134 in assets and $156,687,828 in liabilities as of the
Chapter 11 filing.

Cavan Management Services, LLC is the Debtor's manager.  David
Cavan, member of the firm, signed the Chapter 11 petition.

Arizona ECO Development LLC, which acquired a $83.2 million 2006
loan by the Debtor, is represented by Snell & Wilmer L.L.P.  The
resolution authorizing the Debtor's bankruptcy filing says the
Company is commencing legal actions against Stuart Swanson, AED,
and related entities relating to the purchase by Mr. Swanson of a
promissory note payable by the Company to the parties that sold a
certain property to the Company.  According to Law 360, AED sued
Granite Dells on March 6 asking the Arizona court to appoint a
receiver.  Arizona ECO is foreclosing on a secured loan backed by
15,000 acres of Arizona land.

The United States Trustee said that an official committee has not
been appointed in the bankruptcy case of Granite Dells Ranch
Holdings LLC an insufficient number of persons holding unsecured
claims against the Debtor have expressed interest in serving on a
committee.  The U.S. Trustee reserves the right to appoint such a
committee should interest developed among the creditors.


GREEN ENDEAVORS: Incurs $264,000 Net Loss in 2011
-------------------------------------------------
Green Endeavors, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$264,379 on $2.81 million of total revenue in 2011, compared with
net income of $13,939 on $2.25 million of total revenue in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $1.03 million
in total assets, $7.39 million in total liabilities and a $6.35
million total stockholders' deficit.

For 2011, Madsen & Associates CPA's, Inc., in Salt Lake City,
Utah, expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company will need additional working capital for its planned
activity and to service its debt.

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

                        http://is.gd/Wuu2YM

                      About Green Endeavors

Salt Lake City, Utah-based Green Endeavors, Inc., runs two hair
care salons that feature Aveda(TM) products for retail sale.


GUANGZHOU GLOBAL: Incurs US$348,000 Net Loss in 2011
----------------------------------------------------
China Teletech Holding, Inc., formerly known as Guangzhou Global
Telecom, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
US$348,124 on US$18.84 million of sales in 2011, compared with a
net loss of US$2.28 million on US$34.18 million of sales in 2010.

The Company's balance sheet at Dec. 31, 2011, showed US$2.42
million in total assets, US$5.10 million in total liabilities and
a US$2.68 million total stockholders' deficit.

For 2011, Samuel H. Wong & Co., LLP, in San Mateo, California,
noted that the Company has incurred substantial losses, and has
difficulty to pay the Peoples Republic of China government Value
Added Tax and past due Debenture Holders Settlement, all of which
raise substantial doubt about its ability to continue as a going
concern

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

                        http://is.gd/YkV6Aw

                       About Guangzhou Global

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


GVOGEL LLC: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: GVogel, LLC
        c/o Farwell Real Estate, Inc.
        2340 South Arlington Heights Road, #202
        Arlington Heights, IL 60005

Bankruptcy Case No.: 12-14872

Chapter 11 Petition Date: April 12, 2012

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Jack B. Schmetterer

Debtor's Counsel: Eric J. Miller, Esq.
                  FARWELL, FARWELL & ASSOCIATES, P.C.
                  2340 South Arlington Heights Road, Suite 202
                  Arlington Heights, IL 60005
                  Tel: (847) 368-0700 Ext. 27
                  Fax: (847) 368-0512
                  E-mail: emiller@farwelllaw.com

Estimated Assets: not indicated

Estimated Debts: not indicated

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


HARTFORD COMPUTER: Committee Can Retain Levenfeld as Counsel
------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Hartford
Computer Hardware, Inc., et al. bankruptcy case sought and
obtained authorization from the Hon. Pamela S. Hollis of the U.S.
Bankruptcy Court for the Northern District of Illinois to retain
Levenfeld Pearlstein, LLC, as counsel.

Levenfeld Pearlstein will, among other things, assist, advise and
represent the Committee in the negotiation, formulation, drafting
and confirmation of a Chapter 11 plan and matters, with these
hourly rates:

           Partners                  $350-$575
           Associates                $295-$350
           Paralegals                $190-$210

Jonathan P. Friedland, Esq., a member at Levenfeld Pearlstein,
attested to the Court that the firm is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code.

                      About Harford Computer

Schaumburg, Illinois-based Hartford Computer Hardware Inc. and its
affiliated entities are one of the leading providers of repair and
installation services in North America for consumer electronics
and computers.  Hartford Computer Hardware operates in three
complementary business lines: parts distribution and repair, depot
repair, and onsite repair and installation.  Products serviced
include laptop and desktop computers, commercial computer systems,
flat-screen television, consumer gaming units, printers,
interactive whiteboards, peripherals, servers, POS devices, and
other electronic devices.  Hartford Computer Hardware, though all
U.S. companies, operates a significant portion of their business
in Markham, Ontario, Canada.

Hartford Computer Hardware and three affiliates filed for Chapter
11 bankruptcy (Bankr. N.D. Ill. Lead Case No. 11-49744) on Dec.
12, 2011.  The debtor-affiliates are Hartford Computer Group Inc.
(Case No. 11-49750); Hartford Computer Government Inc. (Case No.
11-49752) and Nexicore Services LLC (Case No. 11-49754).  Judge
Pamela S. Hollis oversees the case.  John P. Sieger, Esq., Paige
E. Barr, Esq., and Peter A. Siddiqui, Esq., at Katten Muchin
Rosenman LLP, serve as the Debtors' counsel.  The Debtors'
investment banker is Paragon Capital Partners, LLC; the special
counsel is Thornton Grout Finnigan LLP; and the notice and claims
agent is Kurtzman Carson Consultants LLC.  In its petition,
Hartford Computer Hardware estimated $50 million to $100 million
in assets and debts.  The petitions were signed by Brian Mittman,
chief executive officer.

Hartford Computer Hardware Inc. obtained Court permission to act
as the foreign representative of the Debtors in Canada in order to
seek recognition of the Chapter 11 case on the Debtors' behalf,
and request the Ontario Superior Court of Justice (Commercial
List) to lend assistance to the Bankruptcy Court in protecting the
Debtors' property.

Avnet Inc., proposed buyer for Nexicore and HCG, is represented by
Frank M. Placenti, Esq., at Squire, Sanders & Dempsey L.L.P.
Delaware Street, the DIP lender, is represented in the case by
Landon S. Raiford, Esq., and Michael S. Terrien, Esq., at Jenner &
Block.   Matthew J. Botica, Esq., and Nancy G. Everett, Esq., at
Winston & Strawn LLP, argue for lenders ARG Investments, Enable
Systems, Inc., MRR Venture LLC, SKM Equity Fund II, L.P. and SKM
Investment Fund II.


HARTFORD COMPUTER: Can Hire Paragon Capital as Investment Banker
----------------------------------------------------------------
The Hon. Pamela S. Hollis of the U.S. Bankruptcy Court for the
Northern District of Illinois granted Hartford Computer Hardware,
Inc., and its debtor-affiliates permission to hire Paragon Capital
Partners LLC as financial advisor and investment banker.

As reported by the Troubled Company Reporter on Dec. 30, 2011,
Paragon Capital has been helping the Debtors market their
businesses since late January 2011, focusing on a sale of
substantially all assets as a going concern.  Paragon is a
registered broker-dealer with the United States Securities and
Exchange Commission and is a member of the Financial Industry
Regulatory Authority and the Securities Investor Protection
Corporation.  Paragon provides a broad range of financial advisory
services to public and private companies, including, without
limitation, services pertaining to sale transactions,
divestitures, mergers, acquisitions, financings, and corporate
restructurings.

                      About Harford Computer

Schaumburg, Illinois-based Hartford Computer Hardware Inc. and its
affiliated entities are one of the leading providers of repair and
installation services in North America for consumer electronics
and computers.  Hartford Computer Hardware operates in three
complementary business lines: parts distribution and repair, depot
repair, and onsite repair and installation.  Products serviced
include laptop and desktop computers, commercial computer systems,
flat-screen television, consumer gaming units, printers,
interactive whiteboards, peripherals, servers, POS devices, and
other electronic devices.  Hartford Computer Hardware, though all
U.S. companies, operates a significant portion of their business
in Markham, Ontario, Canada.

Hartford Computer Hardware and three affiliates filed for Chapter
11 bankruptcy (Bankr. N.D. Ill. Lead Case No. 11-49744) on Dec.
12, 2011.  The debtor-affiliates are Hartford Computer Group Inc.
(Case No. 11-49750); Hartford Computer Government Inc. (Case No.
11-49752) and Nexicore Services LLC (Case No. 11-49754).  Judge
Pamela S. Hollis oversees the case.  John P. Sieger, Esq., Paige
E. Barr, Esq., and Peter A. Siddiqui, Esq., at Katten Muchin
Rosenman LLP, serve as the Debtors' counsel.  The Debtors' special
counsel is Thornton Grout Finnigan LLP; and the notice and claims
agent is Kurtzman Carson Consultants LLC.  In its petition,
Hartford Computer Hardware estimated $50 million to $100 million
in assets and debts.  The petitions were signed by Brian Mittman,
chief executive officer.

Hartford Computer Hardware Inc. obtained Court permission to act
as the foreign representative of the Debtors in Canada in order to
seek recognition of the Chapter 11 case on the Debtors' behalf,
and request the Ontario Superior Court of Justice (Commercial
List) to lend assistance to the Bankruptcy Court in protecting the
Debtors' property.

Avnet Inc., proposed buyer for Nexicore and HCG, is represented by
Frank M. Placenti, Esq., at Squire, Sanders & Dempsey L.L.P.
Delaware Street, the DIP lender, is represented in the case by
Landon S. Raiford, Esq., and Michael S. Terrien, Esq., at Jenner &
Block.   Matthew J. Botica, Esq., and Nancy G. Everett, Esq., at
Winston & Strawn LLP, argue for lenders ARG Investments, Enable
Systems, Inc., MRR Venture LLC, SKM Equity Fund II, L.P. and SKM
Investment Fund II.


HARTFORD COMPUTER: Has Nod to Hire Thornton Grout as CCAA Counsel
-------------------------------------------------------------
The Hon. Pamela S. Hollis of the U.S. Bankruptcy Court for the
Northern District of Illinois granted Hartford Computer Hardware,
Inc., and its debtor-affiliates authorization to employ Thornton
Grout Finnigan LLP as their special counsel to represent the
Debtors in their foreign recognition proceeding in Canada under
the Companies' Creditor Arrangement Act.

As reported by the Troubled Company Reporter on Dec. 30, 2011, the
Thornton professionals presently expected to have primary
responsibility for providing services to the Debtors are John
Porter (Litigation and Restructuring Partner) and Kyla Mahar
(Restructuring Associate).

                      About Harford Computer

Schaumburg, Illinois-based Hartford Computer Hardware Inc. and its
affiliated entities are one of the leading providers of repair and
installation services in North America for consumer electronics
and computers.  Hartford Computer Hardware operates in three
complementary business lines: parts distribution and repair, depot
repair, and onsite repair and installation.  Products serviced
include laptop and desktop computers, commercial computer systems,
flat-screen television, consumer gaming units, printers,
interactive whiteboards, peripherals, servers, POS devices, and
other electronic devices.  Hartford Computer Hardware, though all
U.S. companies, operates a significant portion of their business
in Markham, Ontario, Canada.

Hartford Computer Hardware and three affiliates filed for Chapter
11 bankruptcy (Bankr. N.D. Ill. Lead Case No. 11-49744) on Dec.
12, 2011.  The debtor-affiliates are Hartford Computer Group Inc.
(Case No. 11-49750); Hartford Computer Government Inc. (Case No.
11-49752) and Nexicore Services LLC (Case No. 11-49754).  Judge
Pamela S. Hollis oversees the case.  John P. Sieger, Esq., Paige
E. Barr, Esq., and Peter A. Siddiqui, Esq., at Katten Muchin
Rosenman LLP, serve as the Debtors' counsel.  The Debtors'
investment banker is Paragon Capital Partners, LLC, and the notice
and claims agent is Kurtzman Carson Consultants LLC.  In its
petition, Hartford Computer Hardware estimated $50 million to $100
million in assets and debts.  The petitions were signed by Brian
Mittman, chief executive officer.

Hartford Computer Hardware Inc. obtained Court permission to act
as the foreign representative of the Debtors in Canada in order to
seek recognition of the Chapter 11 case on the Debtors' behalf,
and request the Ontario Superior Court of Justice (Commercial
List) to lend assistance to the Bankruptcy Court in protecting the
Debtors' property.

Avnet Inc., proposed buyer for Nexicore and HCG, is represented by
Frank M. Placenti, Esq., at Squire, Sanders & Dempsey L.L.P.
Delaware Street, the DIP lender, is represented in the case by
Landon S. Raiford, Esq., and Michael S. Terrien, Esq., at Jenner &
Block.   Matthew J. Botica, Esq., and Nancy G. Everett, Esq., at
Winston & Strawn LLP, argue for lenders ARG Investments, Enable
Systems, Inc., MRR Venture LLC, SKM Equity Fund II, L.P. and SKM
Investment Fund II.


HARTFORD COMPUTER: Wants to Employ Steven Nerger as CRO
-------------------------------------------------------
Hartford Computer Hardware, Inc., and its debtor-affiliates seek
permission from the U.S. Bankruptcy Court for the Northern
District of Illinois to employ Silverman Consulting and it
managing partner Steven Nerger as chief restructuring officer.

Mr. Nerger and Silverman will assist the Debtors in operating on a
day-to-day basis as necessary to wind down and close the Debtors'
bankruptcy estates and Chapter 11 cases, including: (i) oversee
and review the final post-closing adjustments to the purchase
price received from the sale of the Debtors' assets; (ii) oversee
and review reconciliation of claims against the Debtors, including
cure and rejection claims of certain of the Debtors' customers;
and (iii) oversee and review state and federal tax matters,
including the filing of final returns and withdrawal of the
Debtors' state registrations.

Silverman will be compensated for the services provided at hourly
rates ranging from $140 to $650.  Mr. Nerger's hourly rate is
$380.  Silverman will limit its aggregate compensation from the
date of its employment to Aug. 31, 2012 to $125,000.

Mr. Nerger assures the Court that Silverman is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                      About Harford Computer

Schaumburg, Illinois-based Hartford Computer Hardware Inc. and its
affiliated entities are one of the leading providers of repair and
installation services in North America for consumer electronics
and computers.  Hartford Computer Hardware operates in three
complementary business lines: parts distribution and repair, depot
repair, and onsite repair and installation.  Products serviced
include laptop and desktop computers, commercial computer systems,
flat-screen television, consumer gaming units, printers,
interactive whiteboards, peripherals, servers, POS devices, and
other electronic devices.  Hartford Computer Hardware, though all
U.S. companies, operates a significant portion of their business
in Markham, Ontario, Canada.

Hartford Computer Hardware and three units filed for Chapter 11
bankruptcy (Bankr. N.D. Ill. Lead Case No. 11-49744) on Dec. 12,
2011.  The affiliates are Hartford Computer Group Inc. (Case No.
11-49750); Hartford Computer Government Inc. (Case No. 11-49752)
and Nexicore Services LLC (Case No. 11-49754).  Judge Pamela S.
Hollis oversees the case.  John P. Sieger, Esq., Paige E. Barr,
Esq., and Peter A. Siddiqui, Esq., at Katten Muchin Rosenman LLP,
serve as the Debtors' counsel.  The Debtors' investment banker is
Paragon Capital Partners, LLC; the special counsel is Thornton
Grout Finnigan LLP; and the notice and claims agent is Kurtzman
Carson Consultants LLC.  In its petition, Hartford Computer
Hardware estimated $50 million to $100 million in assets and
debts.  The petitions were signed by Brian Mittman, chief
executive officer.

Hartford Computer Hardware Inc. obtained Court permission to act
as the foreign representative of the Debtors in Canada in order to
seek recognition of the Chapter 11 case on the Debtors' behalf,
and request the Ontario Superior Court of Justice (Commercial
List) to lend assistance to the Bankruptcy Court in protecting the
Debtors' property.

Avnet Inc., proposed buyer for Nexicore and HCG, is represented by
Frank M. Placenti, Esq., at Squire, Sanders & Dempsey L.L.P.
Delaware Street, the DIP lender, is represented in the case by
Landon S. Raiford, Esq., and Michael S. Terrien, Esq., at Jenner &
Block.   Matthew J. Botica, Esq., and Nancy G. Everett, Esq., at
Winston & Strawn LLP, argue for lenders ARG Investments, Enable
Systems, Inc., MRR Venture LLC, SKM Equity Fund II, L.P. and SKM
Investment Fund II.


HOLLINGER INC: Trustee Enters Settlement With R. Donald & CIBC
--------------------------------------------------------------
The Litigation Trustee of Hollinger Inc. has entered into a
settlement agreement with the estate of R. Donald Fullerton, a
former director of Hollinger and with the Canadian Imperial Bank
of Commerce, a former lender of Hollinger, to resolve all claims
against them advanced by the Litigation Trustee on behalf of
Hollinger.  The settlement entails no admission of liability on
the part of the Fullerton Estate or CIBC. The terms of the
settlement include releases in favour of the Fullerton Estate and
CIBC from Hollinger and its subsidiaries, other than one it no
longer controls, the Chicago Newspapers Liquidation Corp.
(formerly known as the Sun-Times Media Group Inc.), as well as
from third parties involved in related Hollinger litigation.  The
settlement and the releases are subject to court approval, which
will be sought on notice to other affected parties.  The rest of
the terms of the settlement agreement are confidential.

Hollinger and its subsidiaries, Sugra Ltd. and 4322525 Canada
Inc., are currently subject to proceedings in Canada under the
Companies' Creditors Arrangement Act (Canada) and in the United
States under Chapter 15 of the U.S. Bankruptcy Code.

The securities of Hollinger are subject to a cease trade order
issued by the Ontario Securities Commission on July 23, 2008.
Hollinger's common shares and Series II preference shares were
delisted from the Toronto Stock Exchange on August 22, 2008.

                       About Hollinger Inc.

Based in Toronto, Ontario, Hollinger Inc. (TSX: HLG.C)(TSX:
HLG.PR.B) -- http://www.hollingerinc.com/-- owns approximately
70.1% voting and 19.7% equity interest in Sun-Times Media Group
Inc., formerly Hollinger International Inc., a media company with
assets which include the Chicago Sun-Times newspaper and
Suntimes.com and a number of community newspapers and websites
serving communities in the Chicago area.

The company, along with two affiliates, 4322525 Canada Inc. and
Sugra Limited, filed separate Chapter 15 petitions on Aug. 1, 2007
(Bankr. D. Del. Case Nos. 07-11029 through 07-11031).  Hollinger
also initiated Court-supervised restructuring under the Companies'
Creditors Arrangement Act (Canada) on the same day.

Derek C. Abbott, Esq., and Kelly M. Dawson, Esq., at Morris,
Nichols, Arsht & Tunnell LLP, represents the Debtors in their U.S.
proceedings.

As reported in the Troubled company Reporter on Feb. 22, 2008,
Hollinger Inc.'s consolidated balance sheet at Dec. 31, 2007,
showed C$79.8 million in total assets and C$219.3 million in
total liabilities, resulting in a C$139.5 million total
stockholders' deficit.


HOSTESS BRANDS: Teamsters 'Not Optimistic' on New Agreement
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a Teamsters union official said he's "not optimistic"
there will be an agreement with Hostess Brands Inc. before the
baker of Wonder bread starts a trial in bankruptcy court April 17
seeking permission to modify benefits and existing union
contracts.

According to the report, Ken Hall, the Teamsters general
secretary-treasurer, said the union made a counter offer to the
proposal Hostess made on April 14.  The Teamsters' proposal would
save $150 million a year, the union said.  The new concessions are
on top of $110 million the workers gave up the prior Hostess
bankruptcy, according to the Teamsters.

The report relates that Hostess wants a five-year wage freeze and
withdrawal from multi-employer union-sponsored pension plans.  The
Teamsters responded with a two-year wage freeze followed by 2%
wage increases in each of the following years.  The union proposed
having Hostess re-enter the union's pension plan where the company
stopped making contributions after August.  Hostess responded to
the Teamsters' proposal on pension by saying that the company
"can't survive with the current costs associated with these
programs," company spokesman Lance Ignon said in an e-mailed
statement.

Rachel Feintzeig at Dow Jones' Daily Bankruptcy Review says the
labor battle between Hostess Brands and the Teamsters union could
spell the end for the maker of Twinkies and Wonder Bread.

                      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: Teamsters Says Proposal Gives Realistic Path
------------------------------------------------------------
The Teamsters Union said April 16 that it submitted a proposal
that provides a realistic path forward to save Twinkie-maker
Hostess Brands Inc. after years of failed management initiatives,
including recent revelations that executives looted the company by
giving themselves raises of up to 240 percent before declaring
bankruptcy.

"The Teamsters' proposal demands that executives, as well as all
stakeholders, actually share equally in the financial sacrifices
necessary for Hostess to emerge from bankruptcy instead of paying
lip-service to the concept," said Ken Hall, Teamsters General
Secretary-Treasurer.

"Hostess workers have already sacrificed for this company," Hall
said.  "Under management's one-sided proposal, Hostess workers
again are the only ones doing the sacrificing.  Executives lie and
claim labor costs are to blame.  But it is incompetence and greed,
pure and simple, that have put this iconic company in the position
it is in today."

Hostess executives, after lining their pockets with the big
raises, illegally stopped paying into workers' pensions and
demanded that workers take further cuts.  Meanwhile, despite their
huge pay hikes, executives have failed to return any of the money
to the company's operations. They still continue to blame workers
for the company's troubles.

The company has declared bankruptcy for the second time, less than
three years after emerging from the first filing.  Annual labor
cost savings made in two rounds of concessions by workers were
estimated at $110 million.  With this proposal, the Teamsters
Union, which represents 7,500 workers, has tentatively agreed to
concessions totaling yet another $150 million per year.

In exchange for the massive savings proposed by the Teamsters
Union - including an innovative proposal that addresses the
company's concerns on pensions, the union believes, given the poor
track record of Hostess management, that the following key items
must be addressed:

Equal Sacrifice - real accountability to ensure all constituents
contribute to the restructuring.  The current company proposal is
toothless - for example, management's exorbitant raises could be
reinstated or increased without real penalties.  The Teamsters'
proposal provides real penalties for failure to comply.

Governance - proper controls instituted at the board level to
ensure the company doesn't squander concessions like the previous
board.  (The board included lender insiders Silver Point and
Monarch).

Debt Reduction -- meaningful debt reduction that won't hinder a
reorganized Hostess upon emergence from bankruptcy.  Hostess has
more debt on it than when it first filed bankruptcy in 2004.  The
company failed to address this, despite dozens of requests and two
highly specific Teamster proposals.  The company's stifling debt
was a major factor to the second bankruptcy filing, and a key
factor in the massive underinvestment in research and development,
equipment and marketing.

The comprehensive proposal made by the Teamsters Union also comes
on the heels of a publicity stunt by the Hostess executives during
the weekend in which the company released its own proposal to the
media without providing details to the Teamsters Union until hours
later, when it was too late to respond.

"The looting and the games being played by Hostess executives give
me zero confidence that they want to join us in saving this
company," Hall said.  "It doesn't get more American than Twinkies,
yet Twinkies will be no more unless the company gets serious.
What's more, the livelihoods of thousands of workers and their
families across the country are at stake.  This is no time for
greed run wild or publicity stunts."

Founded in 1903, the Teamsters Union -- http://www.teamster.org/-
- represents 1.4 million hardworking men and women throughout the
United States, Canada and Puerto Rico, including more than 7,500
delivery drivers and merchandisers at Hostess.

                     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.


IDO SECURITY: Incurs $7.3 Million Net Loss in 2011
--------------------------------------------------
IDO Security Inc. filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$7.36 million on $202,787 of revenue in 2011, compared with a net
loss of $7.77 million on $61,399 of revenue in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $1.69 million
in total assets, $20.37 million in total liabilities and a $18.67
million total stockholders' deficiency.

For 2011, Rotenberg Meril Solomon Bertiger & Guttilla, P.C., in
Saddle Brook, New Jersey, noted that the Company has not achieved
profitable operations, has incurred recurring losses, has a
working capital deficiency and expects to incur further losses in
the development of the business, raise substantial doubt about the
Company's ability to continue as a going concern.

                        Bankruptcy Warning

Under the terms of the agreements with the holders of the
Company's secured promissory notes that the Company issued in
December 2007 through December 2011, the note holders have a first
priority lien on substantially all of the Company's assets,
including the Company's cash balances.  If the Company defaults
under the notes, the note holders would be entitled to, among
other things, foreclose on the Company's assets (whether inside or
outside a bankruptcy proceeding) in order to satisfy the Company's
obligations under the credit facility.

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

                        http://is.gd/HKCnu4

                         About IDO Security

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


IMPERIAL CAPITAL: FDIC Objects to Second Amended Ch. 11 Plan
------------------------------------------------------------
BankruptcyData.com reports that the FDIC filed with the U.S.
Bankruptcy Court an objection to the Second Amended Chapter 11
Plan of Reorganization proposed by HoldCo Advisors and Imperial
Capital Bancorp.

The FDIC asserted, "Indeed, as it is attempting to do in a number
of pending holding company bankruptcies throughout the country,
HoldCo is trying to effectively hijack the ICBP bankruptcy. HoldCo
seeks to use the proposed Plan as a vehicle to improperly utilize
the NOLs and other estate assets for its own business purposes,
while indefinitely holding at bay the creditors of the estate who
would otherwise be entitled to distributions through a Chapter 7
liquidation. All at a significantly greater expense to the
bankruptcy estate than would be incurred by a Chapter 7 trustee,
and without any cost to HoldCo, who interest as a self-professed
gambler and "distressed debt manager" remains an open question."

The Debtor revised the Plan to win the support fo the Official
Committee of Unsecured Creditors.  A copy of the Revised Plan is
available for free at:

      http://bankrupt.com/misc/imperialcapital.doc715.pdf
      http://bankrupt.com/misc/imperialcapital.doc715-1.pdf

There's an April 24 hearing on the approval of the Reorganization
Plan proposed by Imperial and distressed debt investor HoldCo
Advisors LP.

                  About Imperial Capital Bancorp

La Jolla, California-based Imperial Capital Bancorp, Inc., filed
for Chapter 11 bankruptcy protection (Bankr. S.D. Calif. Case No.
09-19431) on Dec. 18, 2009.  Gary E. Klausner, Esq., Eve H.
Karasik, Esq., and Gregory K. Jones, Esq., at Stutman, Treister &
Glatt, P.C., in Los Angeles, serves as the Debtor's bankruptcy
counsel.  FTI Consulting Inc. serves as its financial advisor.
The Company disclosed $40.4 million in assets and $98.7 million in
liabilities.

Tiffany L. Carroll, the U.S. Trustee for Region 15, appointed
three members to the official committee of unsecured creditors in
the Debtor's case.  David P. Simonds, Esq., and Christina M.
Padien, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Los
Angeles represents the Committee as counsel.


INC RESEARCH: Moody's Reviews 'B2' CFR for Possible Downgrade
-------------------------------------------------------------
Moody's Investors Service placed the ratings of INC Research, LLC,
including the B2 Corporate Family and Probability of Default
Ratings, under review for possible downgrade. The Ba3 rating on
the senior secured credit facility and the Caa1 rating on the
unsecured notes are also under review.

The initiation of the review is based on weak reported new
business wins through the third quarter of 2011. Combined with
recent industry wide headwinds, such as increased pricing pressure
and contract delays/ cancellations, Moody's is concerned about INC
Research's ability to grow revenue and EBITDA and generate
positive free cash flow in the next 12 months. The review will
incorporate the latest business trend information contained in the
company's 2011 audited financials and 4Q11 results, which are
expected to be released at the end of April.

The following ratings were placed under review:

INC Research, LLC

Corporate Family Rating, B2

Probability of Default Rating, B2

$75 million senior secured revolving credit facility expiring
2016, Ba3

$300 million senior secured term loan due 2018, Ba3

$300 million senior unsecured notes 2019, Caa1

The ratings could be downgraded if Moody's does not expect INC's
adjusted leverage will be well below 6.0 times with positive free
cash flow generation within the next 12 months or if the company
experiences increased contract cancellations, weak new business
wins, or material erosion in margins.

Moody's would affirm the ratings if it believes credit metrics
will be in-line with Moody's original expectations at the time of
the Kendle International acquisition (July 2011), which includes
adjusted debt/EBITDA of around 5.0 times and modestly positive
free cash flow.

The principal methodologies used in rating INC Research, LLC were
Global Business & Consumer Service Industry Rating Methodology
published in October 2010, and Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.

INC Research, LLC, is a leading global contract research
organization, providing outsourced contract research for
pharmaceutical and biotechnology companies. INC's main area of
focus is late-stage clinical trials. The company is privately held
by Avista Capital Partners and Ontario Teachers' Pension Plan. Pro
forma revenues for the twelve months ended September 31, 2011 were
approximately $600 million.


J. CREW: Moody's Affirms 'B2' Corporate Family Rating
-----------------------------------------------------
Moody's Investors Service upgraded J. Crew Group, Inc.'s
Speculative Grade Liquidity rating to SGL-1 from SGL-2. Moody's
also affirmed the company's existing B2 Corporate Family and
Probability of Default ratings. The rating outlook is stable.

Ratings upgraded:

- Speculative Grade Liquidity rating to SGL-1 from SGL-2

Ratings affirmed:

- Corporate Family Rating at B2;

- Probability of Default rating at B2;

- $1.2 billion senior secured term loan due 2018 at B1 (LGD 3,
   41%);

- $400 million senior unsecured notes due 2019 at Caa1 (LGD 5,
   88%);

The ratings outlook is stable.

Ratings Rationale

"The upgrade to SGL-1 reflects J. Crew's improved liquidity
profile, as Moody's believes that the company's sizeable cash
balance and operating cash flow should enable it to internally
fund growth initiatives over the next twelve months," stated
Moody's analyst, Mike Zuccaro. Liquidity is further supported by
the expectation for ample excess revolver availability and no near
term debt maturities.

The affirmation of J. Crew's B2 Corporate Family Rating reflects
the improvement in its liquidity profile. The company's operating
performance, while sequentially improving throughout fiscal year
ended January 28, 2012, was weaker than originally expected at the
time of the acquisition of the company, and its credit metrics
remain weak. Lease-adjusted debt/EBITDA (including 50% of class L
common stock treated as debt) exceeded 7 times. Higher buying and
occupancy costs, increased shipping and handling promotions and
spending on growth initiatives have all pressured margins.
Meanwhile, the economic environment remains tepid, and the
competitive environment remains fierce as many apparel retailers
have increased promotions to drive sales. Despite these pressures,
Moody's anticipates that J. Crew will continue to show sequential
improvement in profitability and leverage, though at a slower pace
than originally expected.

Maintaining very good liquidity is an integral part of the stable
outlook. The outlook also reflects Moody's expectation that J.
Crew's operating performance and credit metrics will materially
improve over the next twelve months.

Any negative variance to expectations could, at a minimum, lead to
a negative ratings outlook -- particularly if it becomes apparent
that debt/EBITDA will stay above 6.0 times over the next twelve
months, or if interest coverage were to fall below 1.25 times. Any
deterioration in liquidity could also lead to a ratings downgrade.

Given the very high leverage and inherent volatility in apparel
retailing, a ratings upgrade is unlikely in the near term. The
company needs to significantly improve credit metrics to provide
cushion to absorb any unforeseen declines in performance. Over
time, J. Crew's ratings could be upgraded if it utilizes free cash
flow to sustainably reduce debt while demonstrating profitable
growth and maintaining good liquidity. Specific metrics include
debt/EBITDA below 5.0 times and interest coverage above 2.0 times.
A higher rating would also require financial policies that
sustainably support lower leverage.

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

J. Crew Group, Inc., headquartered in New York, NY, is a multi-
channel apparel retailer. As of January 28, 2012, the company
operated 362 retail and factory outlet stores under the J. Crew,
crewcuts and Madewell names, a J. Crew and Madewell catalog
business, and websites under the J. Crew and Madewell names.
Annual revenue exceeds $1.8 billion.


JEFFERSON COUNTY: Assured Wants Action to Proceed in State Court
----------------------------------------------------------------
Assured Guaranty Municipal Corp., formerly known as Financial
Security Assurance Inc., asks the U.S. Bankruptcy Court for the
Northern District of Alabama to:

   1) confirm that the automatic stay does not apply to the
Assured action, or, alternatively; and

   2) hold that there is cause to lift the automatic stay and
permit the Assured Action proceed in the State Court.

Additionally, the Court must deny the Jefferson County, Alabama's
request to extend the automatic stay to the Assured Action,
Assured asserts.

The Debtor and JP Morgan Chase Bank, N.A., and JP Morgan
Securities, Inc., objected to Assured's motion stating that the
automatic stay does not apply to the action pending in New York
State Supreme Court.

In its response, Assured explains that, among other things:

   i. the automatic stay does not apply to the Assured action;
nor must the Court extend the stay to JPMorgan; and

  ii. if the automatic stay applies, "cause" exists to modify it.

                      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: Opposes Outside Rate-Setting Process
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Financial Guaranty Insurance Co., which guaranteed
about half of the $3.1 billion in sewer bonds sold by Jefferson
County, Alabama, wants to force a premature increase in sewer
rates, the county said in opposing FGIC's request for the
bankruptcy court to allow the receiver for the sewer system to
complete the process of raising rates.  The county said it "is
pursuing" the issue of rate increases. Ultimately, the county
says, the Chapter 9 municipal bankruptcy process must end with "a
reasonable rate structure that is legally sound and economically
feasible."  A preliminary hearing on FIGC's request was scheduled
for April 16.

According to the report, FGIC, which guaranteed $1.6 billion of
the bonds, said that the last increase in rates was before 2008.
In June, the receiver for the sewer system was on the brink of
raising rates 25% before he held off in favor of discussions that
led to agreement on slower-paced increases and an overall
restructuring.  The settlement was never carried out when the
state failed to adopt necessary legislation and the county filed
for Chapter 9 bankruptcy. Later, the bankruptcy judge ruled that
the receiver was automatically ousted from control and thus lost
the ability to raise rates.

                   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.

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.

At the end of March, Financial Guaranty Insurance Co., which
guaranteed about half of the $3.1 billion in sewer bonds sold by
Jefferson County, Alabama, filed papers asking the bankruptcy
judge in Birmingham to allow the receiver for the sewer system to
complete the process of raising rates.  In June 2011, the receiver
was set to raise the rates 25% before he held off the plan
in favor of discussions that led to agreements on slower-paced
increases and an overall restructuring.


JMR DEVELOPMENT: Wants Until July 2 to Propose Chapter 11 Plan
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico extended
until July 2, 2012, JMR Development Group, Corp., and JMR Tourist
Development Group, Corp.'s exclusive period to file a Chapter 11
Plan.

The Debtors explained that they needed more time to negotiate with
various entities to obtain postpetition financing necessary for
the preparation of their Plan and Disclosure Statement.  The
postpetition financing for the completion of the construction of
their hotel and casino facilities will be provided and guaranteed
by various governmental agencies or financial institutions.

                    About JMR Development Group

JMR Development Group Corp. filed a Chapter 11 petition (Bankr. D.
P.R. Case No. 11-07907) on Sept. 16, 2011, in Ponce, Puerto Rico.
CPA Luis R. Carrasquillo & CO., P.S.C serves as financial
accountant.  The Debtor scheduled assets of US$12,732,474 and
debts of US$48,587,611.  An affiliate, JMR Tourist Development
Group Corp. sought Chapter 11 protection (Case No. 11-07911) on
the same day.


JMR DEVELOPMENT: Mireya Santos-Soto Withdraws from Representation
-----------------------------------------------------------------
Mireya Santos-Soto, Esq., notified the U.S. Bankruptcy Court for
the District of Puerto Rico that she has withdrawn as counsel of
record to JMR Development Group, Corp., and JMR Tourist
Development Group, Corp.

As reported in the Troubled Company Reporter on Nov. 3, 2011, the
Court authorized the Debtor to employ Charles A. Cuprill, P.S.C.,
Law Offices as counsel.

Ms. Santos-Soto added that Charles A. Cuprill-Hernandez will
continue representing Debtor in the matter.

Ms. Santos-Soto also requested that her name be removed from all
filings and notices henceforth.

                    About JMR Development Group

JMR Development Group Corp. filed a Chapter 11 petition (Bankr. D.
P.R. Case No. 11-07907) on Sept. 16, 2011, in Ponce, Puerto Rico.
CPA Luis R. Carrasquillo & CO., P.S.C serves as financial
accountant.  The Debtor scheduled assets of US$12,732,474 and
debts of US$48,587,611.  An affiliate, JMR Tourist Development
Group Corp. sought Chapter 11 protection (Case No. 11-07911) on
the same day.


KOLATH HOTELS: Files for Chapter 11 Bankruptcy Protection
---------------------------------------------------------
Timesunion.com reports that Kolath Hotels & Casinos Inc., which
owns the 74-room Quality Inn and Conference Center, has filed for
Chapter 11 bankruptcy protection.  Kolath Hotels & Casinos had
previously gone through bankruptcy reorganization in 2004.  At the
time of its latest filing, the company had $2 million in assets
and $1.75 million in liabilities, including more than $400,000 in
back taxes.


L AND N INN: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: L and N Inn Corporation
        9325 S Tacoma Way
        Lakewood, WA 98499

Bankruptcy Case No.: 12-42574

Chapter 11 Petition Date: April 14, 2012

Court: United States Bankruptcy Court
       Western District of Washington (Tacoma)

Judge: Brian D. Lynch

Debtor's Counsel: Michael M. Yahng, Esq.
                  CORNERSTONE LAW OFFICE
                  30810 Pacific Hwy South
                  Federal Way, WA 98003
                  Tel: (253) 946-9428
                  E-mail: cornerstonelaws@hotmail.com

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

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

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

The petition was signed by Judy Lee, president.


LAKELAND INDUSTRIES: Discloses Significant Developments
-------------------------------------------------------
Lakeland Industries, Inc., reported on several important
developments in its continued global transformation.  These
developments include consolidation of the Company's domestic
manufacturing operations and a significant traction for its
Brazilian operations.

Christopher J. Ryan, Lakeland's President and Chief Executive
Officer, said, "In advance of reporting financial results for our
full fiscal year 2012 ending Jan. 31, we are announcing important
developments that beginning in our first quarter of fiscal 2013
are expected to deliver an improvement in the Company's cost
structure, a reduction in overhead, and an acceleration of growth
in Brazil that will drive a recovery in our consolidated revenues
and profits sooner than we had previously announced.  Certain of
these and other developments will impact our fiscal 2012 fourth
quarter financial results.

"First and most important among our recent developments is the
receipt of a signed purchase order valued at approximately $5.3
million net of VAT taxes from the Brazilian Navy.  This order
pertains to the successful proposal for fire resistant coveralls
developed by Lakeland specifically for use by the Brazilian Navy
that we had previously announced, although we could not accurately
or definitively predict its contribution to sales without signed
purchase orders.  Our prior internal forecasts did not factor in
any large order activity from Brazil in our first fiscal quarter.
With the signed purchase order now in hand, we have begun to
manufacture these garments and will make shipments and recognize
revenue in our first through third fiscal quarters. While earlier
we had anticipated a softer first half of fiscal 2013 based in
part on less significant growth in Brazil and the loss of domestic
US revenues, we now expect stronger operating performance on a
consolidated basis in the fiscal 2013 first and second quarters.

"We believe the order from the Brazilian Navy is the single
largest order we have received in that country -- if not
worldwide.  As we have stated, there are a number of large orders
being pursued in Brazil.  We also are pleased to announce the
recent receipt of separate signed purchase orders relating to a
proposal for firefighting gear from another Brazilian agency
valued at approximately $2.3 million net of VAT taxes, with
delivery of products and revenue recognition expected during the
first half of the present fiscal year.  All of the signed purchase
orders from our international operations combine to represent the
largest backlog in the Company's history.  To accommodate this
accelerating growth we needed to increase our working capital in
advance of manufacturing and delivering large orders.  We have
commenced borrowing in Brazil that presently totals approximately
$1.6 million, primarily for the purchase of raw materials.

"Our traction in Brazil, in particular, continues to improve and
we are encouraged by the many opportunities for other large bid
orders that we are actively pursuing.  We count on Brazil to make
a meaningful contribution to our consolidated revenue growth.
However, operating in Brazil does come with its challenges, some
of which are out of our control.  In the fiscal 2012 fourth
quarter, we will be taking a foreign currency charge of
approximately $200,000.  From the beginning of the second half of
2011 and into the first quarter of 2013, Brazil's currency
weakened against the US dollar.  We have taken steps to reduce our
exposure to foreign exchange fluctuations in Brazil.

"As previously disclosed, we will continue to market our expanding
product lines in India, although to enhance our consolidated
profitability we determined that our unprofitable India glove
manufacturing subsidiary would be sold or shut down.  To this end,
we reclassified the business as a discontinued operation with our
third quarter financial results and recorded a pre-tax loss on
disposal of approximately $880,000 for write-downs and other
related expenses.  We anticipate that additional charges relating
to the discontinuance and shutdown of manufacturing operations in
India will be limited to an additional $0.9 million for a total
not to exceed $1.8 million. The additional charges are expected to
be recorded with our fourth quarter results.

"Another charge we will be taking in the fourth quarter is for
approximately $230,000 and pertains to the reduction of
manufacturing capacity required in the US.  Expenses relating to
the shutdown of the plant in Missouri and relocation of the
production to Mexico and warehousing to Decatur were accrued in
the fourth quarter, although the actual shutdown will not take
place until April, so the overhead savings will be realized
beginning in our second fiscal quarter.  The adjustments to our
manufacturing capacity in the US are in large part a function of
the strategic changes we have had to make domestically.  These
changes reflect the sales levels in the US for discontinued
product lines and new Lakeland-branded products we have been
introducing in the US.  As previously disclosed, a significant
part of the Company's disposable and chemical product sales in the
US will be removed as a result of DuPont terminating our licensing
relationship.  The DuPont products being removed have yielded far
lower margins than Lakeland branded products, so the loss of this
revenue is expected to have a less significant impact on our
earnings.  We are working toward the replacement of DuPont
products with our own Lakeland-branded offerings."

"Our financial performance in the fourth quarter has been
negatively impacted by the aforementioned charges and reduced
volume in the US.  With the fourth quarter currency and plant
closure charges announced and the decline of sales in the US from
the DuPont contract termination, we expect to report a loss for
the period.  This financial performance has resulted in the
Company triggering a technical default of its bank loan covenants.
We have an excellent banking partner in TD Bank. We have amended
the loan agreements with TD Bank to effect a change in the
repayment terms on a portion of the debt, modify the minimum
EBITDA requirements, modify the debt-to-EBITDA requirements, and
include other conditions which we believe are manageable while
continuing to provide us with access to borrowing facilities
sufficient to accommodate our continued growth.

"Looking past the fourth quarter and into fiscal 2013, we are
quite pleased with our operating position.  We will have a new
start domestically with a comprehensive, higher margin product
line, and we will have reduced our cost structure and overhead,
while reaping the benefits of our accelerating international
revenue growth.  Based on the improvements in our international
operations including the growth of our market leadership in
Brazil, management expects to return to profitability in the first
quarter.  We are very encouraged that our global transformation is
setting the stage for strong growth going forward in our post-
DuPont era."

Lakeland Industries expects to report earnings and file its annual
report on Form 10-K with the Securities and Exchange Commission
later in the month of April. Prior to that time, the Company will
announce the reporting date and details for its fourth quarter and
year-end financial results conference call.

                      About Lakeland Industries

Lakeland Industries, Inc. manufactures and sells a comprehensive
line of safety garments and accessories for the industrial
protective clothing market.  The Company's products are sold by a
direct sales force and through independent sales representatives
to a network of over 1,200 safety and mill supply distributors.
These distributors in turn supply end user industrial customers
such as chemical/petrochemical, automobile, steel, glass,
construction, smelting, janitorial, pharmaceutical and high
technology electronics manufacturers, as well as hospitals and
laboratories.  In addition, Lakeland supplies federal, state, and
local government agencies, fire and police departments, airport
crash rescue units, the Department of Defense, the Centers for
Disease Control and Prevention, and many other federal and state
agencies.


LARSON LAND: Wants to Use Proceeds From Onion Sales
---------------------------------------------------
Larson Land Company LLC seeks Court authority to use cash
collateral to fund expenses for a period of six weeks or until the
date of the final hearing. The Debtor also seeks to continue using
cash collateral from and after the date of a final hearing through
Dec. 31, 2012.

The Debtor intends to use proceeds from the sale of its products
to pay operating expenses. The Debtor said it does not have
sufficient income to continue its operation without the use of
cash collateral.

The Debtor said it has a number of contracts for sales of onions
that will generate ongoing income for its operation and payment of
adequate protection payments, if necessary. The Debtor said the
accounts receivable, comprising a portion of the collateral for
which authorization is sought, as of the petition date total
$966,624.

The Debtor said Zions First National Bank claims a lien on the
Debtor's assets on account of $10,500,000 debt. Prior to the
bankruptcy filing, Zions Bank seized control of the Debtor's
depository accounts and prevented it from paying necessary
expenses including payroll and utilities. Zions Bank
representatives also began directly contacting the Debtor's
customers and instructed them to send payment for delivered
products to Zions Bank representatives rather than the Debtor.

A Temporary Restraining Order was entered against the Debtor on
April 11, 2012, in a state court proceeding. The TRO restrains the
Debtor from the use of any of the proceeds from the sale of their
product and also requires them to deliver all proceeds to Zions
Bank. The Debtor said the TRO will effectually shut down its
operation unless relief is obtained without delay. The Debtor said
the TRO was improperly obtained in violation of Idaho Rule of
Civil Procedure 65(b).

The Debtor said that as a consequence of Zion's actions, it has
been unable to pay for gas and electric utility services. There
are roughly 3,000,000 pounds of product in the Debtor's freezers
that is valued at roughly $1,000,000. The Debtor said it needs a
release of funds to pay the roughly $129,329 due and owing to
Idaho Power Company and to pay the amount of $68,364 to the
Cascade Natural Gas company to prevent loss of its perishable
goods and to continue production and operations.

The Debtor also was only able to pay roughly 50% of its payroll
for the pay period prior to the petition date. There remains an
amount of pre-petition payroll that must be paid to preserve the
assets of the bankruptcy estate and prevent irreparable harm to
the Debtor's business operations.

The Debtor said that, due to the nature of its business, it is
required to have personnel who are specially trained to maintain
its freezers and other climate control systems; these employees
will be lost unless unpaid payroll is met without delay and unless
the Court grants access to cash collateral to pay employees going
forward. The Debtor noted that its staff has agreed to stay on if
they get paid immediately.

The Debtor said it is willing to give adequate protection to Zions
Bank by granting the bank a post-petition lien in the same
priority and to the extent it existed pre-petition. If the Court
determines the adequate protection proposed by the Debtor is not
sufficient, then the Debtor requests that a determination be made
as to the amount to be paid as adequate protection.

                     About Larson Land Company

Ontario, Oregon-based Larson Land Company LLC, fka Select Onion
Co. LLC -- http://www.selectonion.com/-- a privately held
agribusiness company that grows, stores, processes and ships
bagged onions, fresh processed onions, whole peel onions, IQF
onions, and delicious raw breaded hand packed onion rings, filed a
Chapter 11 petition (Bankr. D. Idaho Case No. 12-00820) in Boise,
Idaho, on April 12, 2012, estimating assets of up to $100 million
and debts of up to $500 million. Judge Terry L. Myers presides
over the case. Brent T. Robinson, Esq., at Robinson, Anthon &
Tribe, serves as the Debtor's counsel. The petition was signed by
Farrell Larson, president.


LARSON LAND: Hiring Robinson Anthon as Chapter 11 Counsel
---------------------------------------------------------
Larson Land Company LLC said it requires the services of an
attorney to assist in preparing a Disclosure Statement and Chapter
11 Plan for Reorganization, and to assist in all other activities
necessary to carry out its duties and responsibilities. In this
regard, the Debtor seeks Bankruptcy Court permission to engage as
Chapter 11 counsel:

         Brent T. Robinson, Esq.
         Kelly Arthur Anthon, Esq.
         ROBINSON, ANTHON & TRIBE
         615 H Street, P.O. Box 396
         Rupert, ID 83350-0396
         Telephone: (208) 436-4717
         Facsimile: (208) 436-6804
         E-mail: btr@idlawfirm.com
                 kaa@idlawfirm.com

Messrs. Robinson and Anthon are the firm's partners. They charge
$200 and $170 per hour, respectively, plus costs. They attest that
the law firm does not represent or hold any interest adverse to
the Debtor.

The Debtor has paid the firm a retainer fee of $50,000 for
services rendered or to be rendered in this case. Of that amount
$11,340 was applied to pre-petition fees and costs, and fees and
costs incurred in the preparation and filing of the case. The
balance of $38,660 is being held in trust with the understanding
the sum will be applied to post-petition fees and costs incurred
in the case, but only after Court approval has been obtained.

                     About Larson Land Company

Ontario, Oregon-based Larson Land Company LLC, fka Select Onion
Co. LLC -- http://www.selectonion.com/-- a privately held
agribusiness company that grows, stores, processes and ships
bagged onions, fresh processed onions, whole peel onions, IQF
onions, and delicious raw breaded hand packed onion rings, filed a
Chapter 11 petition (Bankr. D. Idaho Case No. 12-00820) in Boise,
Idaho, on April 12, 2012, estimating assets of up to $100 million
and debts of up to $500 million. Judge Terry L. Myers presides
over the case. Brent T. Robinson, Esq., at Robinson, Anthon &
Tribe, serves as the Debtor's counsel. The petition was signed by
Farrell Larson, president.


LARSON LAND: Taps Cook Martin Poulson as Accountant
---------------------------------------------------
Larson Land Company LLC seeks Bankruptcy Court permission to
employ Daniel G. Smith, CPA, of the accounting firm of Cook Martin
Poulson, as its accountant.

The Debtor said the accountant has knowledge of its working
activities.

Mr. Smith will be paid at an hourly rate of $200 per hour for
accounting services, $75 to $110 per hour for bookkeeping and/or
data processing services, plus out-of-pocket expenses such as
telephone toll charges, mileage, and other necessary expenses.

To the best of the Debtor's knowledge, neither Mr. Smith nor any
of his associates have any connection with any of the Debtor's
creditors or any other party in interest in the case, or their
attorneys and accountants, and is a disinterested person as
defined in 11 U.S.C. Sec. 101(14).

The accountant may be reached at:

         Daniel G. Smith, CPA
         632 North Main
         Logan, UT 84321
         Tel: (435) 750-5566
         E-mail: dsmith@cookmartin.com


LAS VEGAS MONORAIL: Judge Hints Second Plan Might Not Work
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Las Vegas Monorail Co., whose first reorganization
plan was rejected by the bankruptcy court, may have trouble
winning approval of a modified plan tailored to address problems
previously identified by the court.  U.S. Bankruptcy Judge Bruce
A. Markell told the parties last week that they must show how the
monorail system will have adequate resources to make capital
improvements in future years.

The report recounts that although creditors overwhelmingly
supported the first Chapter 11 plan, Judge Markell refused to
confirm the reorganization proposal because he concluded the
company would be unable to refinance new bonds maturing in seven
years.  The plan amended, Judge Markell approved another
explanatory disclosure statement and scheduled an April 30
confirmation hearing for approval of the new plan.

Mr. Rochelle relates that last week Judge Markell instructed the
monorail to tell him whether it must prove at the confirmation
hearing that there will be resources in future years to make
necessary capital expenditures.  The judge cited law saying that
the Bankruptcy Code doesn't intend for "corporate cripples" to be
sent into the business world.

                    About Las Vegas Monorail

Las Vegas, Nevada-based Las Vegas Monorail Company, organized by
the State of Nevada in 2000 as a nonprofit corporation, owns and
manages the Las Vegas Monorail.  The Monorail is a seven-stop,
elevated train system that travels along a 3.9-mile route near the
Las Vegas Strip.  LVMC has contracted with Bombardier Transit
Corporation to operate the Monorail.  Though it benefits from its
tax-exempt status due to being a nonprofit entity, LVMC claims to
be the first privately-owned public transportation system in the
nation to be funded solely by fares and advertising.  LVMC says it
receives no governmental financial support or subsidies.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Nev. Case No. 10-10464) on Jan. 13, 2010.  Gerald M. Gordon, Esq.,
William M. Noall, Esq., and Gabriel A. Hamm, Esq., at Gordon
Silver, assist the Company in its restructuring effort.  Alvarez &
Marsal North America, LLC, is the Debtor's financial advisor.
Stradling Yocca Carlson & Rauth is the Debtor's special bond
counsel.  Jones Vargas is the Debtor's special corporate counsel.
The Company disclosed $395,959,764 in assets and $769,515,450 in
liabilities as of the Petition Date.

In April 2010, bondholder Ambac Assurance Corp. lost in its bid to
halt the bankruptcy after U.S. Bankruptcy Judge Bruce A. Markell
ruled that Monorail isn't a municipality and is therefore entitled
to reorganize in Chapter 11.  U.S. District Judge James Mahan in
Reno upheld the ruling in October 2010.


LEHMAN BROTHERS: European Clients May Get Cash This Year
--------------------------------------------------------
Former clients Lehman Brothers Holdings Inc.'s European unit may
get cash back this year for the first time, the unit's
administrators, PricewaterhouseCoopers, said, although it warned
legal struggles could still hold up the payment, Reuters said in
an April 13 report.

PwC, which is working to return as much as GBP13.4 billion, or
US$21.3 billion, of cash and other assets to Lehman Brothers
International Europe's creditors and clients, said it hoped to
make a first distribution to unsecured creditors this year, the
report added.

The report related that Britain's Supreme Court said late last
month Lehman clients whose cash the U.S. investment bank had
mixed with its own have the same rights as clients whose cash was
kept separately or "segregated."

Commenting on the decision, PwC said: "The U.K. Supreme Court
judgment has provided clarity with regard to the broad principles
that are to be applied in determining client money entitlement
and the constitution of the client money pool."

The Supreme Court ruling is good news for clients with their
money in non-segregated accounts, but effectively means a lower
payout for segregated account holders, for whom it had always
been clear they could claim their money back, Reuters pointed
out.

                    About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  Lehman is set to make its first payment to creditors
under its $65 billion payout plan on April 17, 2012.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers
International (Europe) on Sept. 15, 2008.  The joint
administrators have been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan
Inc. filed for bankruptcy in the Tokyo District Court on
Sept. 16.  Lehman Brothers Japan Inc. reported about JPY3.4
trillion (US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.  (http://bankrupt.com/newsstand/or 215/945-700)


LEHMAN BROTHERS: Bundesbank to Sell Excalibur to Lone Star
----------------------------------------------------------
Germany's Bundesbank agreed to sell Excalibur, a vehicle created
by Lehman Brothers Holdings Inc., to a fund managed by Dallas-
based Lone Star Funds, according to Jeff Black and Jana Randow of
Bloomberg News.

The asset sold has a nominal value of EUR1.4 billion, or US$1.8
billion, the Frankfurt-based Bundesbank told Bloomberg in an e-
mailed statement.  Excalibur had a nominal value of EUR2.16
billion in 2008, which declined to EUR1.3 billion at the end of
2011 after interest and redemption payments, the Bundesbank said
on Jan. 19, the report related.

Excalibur Funding No. 1, which contains packaged property loans,
is one of 33 securities which Lehman Brothers Bankhaus AG, the
German arm of the defunct U.S. bank, pledged as collateral to
access European Central Bank funding through the Bundesbank in
2008, Bloomberg said.  The Bundesbank said in January it has
completed the sale of 28 assets and was looking for investors for
the remaining five, among them Excalibur, Bloomberg added.

"With the sale of Excalibur the Bundesbank is on the right path
to be able to complete the sale of Lehman assets by the end of
the year," Bloomberg quoted the central bank as saying.

The transaction should be completed by the end of April, the
Bundesbank said, according to Bloomberg.

                    About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  Lehman is set to make its first payment to creditors
under its $65 billion payout plan on April 17, 2012.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers
International (Europe) on Sept. 15, 2008.  The joint
administrators have been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan
Inc. filed for bankruptcy in the Tokyo District Court on
Sept. 16.  Lehman Brothers Japan Inc. reported about JPY3.4
trillion (US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.  (http://bankrupt.com/newsstand/or 215/945-700)


LEHMAN BROTHERS: MSHDA Has Test Case on Flip Clause
---------------------------------------------------
The Michigan State Housing Development Authority is setting up a
test case involving Lehman Brothers Holdings Inc. and the question
of whether a so-called flip clause is enforceable in bankruptcy,
Bloomberg News reported.

The authority sued Lehman in 2009 to recover $2.4 million
erroneously paid to the company following the termination of a
swap contract.  Lehman filed a counterclaim later, arguing it was
owed an additional $23 million because the contract contained a
flip clause changing the calculation were Lehman to go bankrupt.

In a motion filed with the U.S. Bankruptcy Court in Manhattan,
MSHDA asked the bankruptcy court to depart from a ruling it made
two years ago in a different case.  The authority said the
so-called safe harbor in bankruptcy law entitles it to retain the
$23 million, Bloomberg News reported.

The question involves the bankruptcy court's opinion in January
2010, when it concluded that provisions in a swap contract
reducing the amount owing Lehman on account of its bankruptcy
were a forfeiture in violation of the so-called ipso facto clause
in U.S. bankruptcy law.

A district judge allowed an immediate appeal but before it could
rule, Lehman settled, so there was no ruling on whether the
bankruptcy court was correct.  The prior case involved a flip
clause under which Lehman received less or nothing solely because
it filed for bankruptcy.

In May 2011, the bankruptcy court issued a ruling in another swap
case, adhering to his former conclusion that Lehman should not
lose money on a profitable swap simply because it filed for
bankruptcy.

In response, MSHDA argued that another provision in bankruptcy
law, the safe harbor, prevails over the ipso facto clause, and
that the safe harbor provides protection from being forced to
disgorge the payment because it was in connection with a swap
agreement.

In September, MSHDA failed to get the lawsuit removed from
bankruptcy court to federal district court.

The case is The Housing Authority lawsuit is Michigan State
Housing Development Authority v. Lehman Brothers Derivative
Products, Adv. Pro. No. 09-01728 (Bankr., S.D.N.Y).

                    About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  Lehman is set to make its first payment to creditors
under its $65 billion payout plan on April 17, 2012.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers
International (Europe) on Sept. 15, 2008.  The joint
administrators have been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan
Inc. filed for bankruptcy in the Tokyo District Court on
Sept. 16.  Lehman Brothers Japan Inc. reported about JPY3.4
trillion (US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.  (http://bankrupt.com/newsstand/or 215/945-700)


LEHMAN BROTHERS: Court OKs $423-Mil. Reserve for Citadel Claim
--------------------------------------------------------------
Lehman Brothers Holdings Inc. obtained an order from Judge James
Peck of the U.S. Bankruptcy Court for the Southern District of
New York approving a $423,036,454 reserve for Citadel Equity Fund
Ltd.'s claim against the company.

The $423,036,454 reserve would help Lehman avoid maintaining a
large reserve for Citadel's claim against the company, which
could reduce distributions to other creditors.

Citadel previously refused to agree to establish a reserve for
its $1.3 billion claim against Lehman and another $916 million
claim against Lehman Brothers Special Financing Inc.

Citadel's claims against LBSF are estimated at zero dollar solely
for the purpose of establishing reserves under Lehman's $65
billion payout plan, according to the March 22 order.

                    About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  Lehman is set to make its first payment to creditors
under its $65 billion payout plan on April 17, 2012.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers
International (Europe) on Sept. 15, 2008.  The joint
administrators have been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan
Inc. filed for bankruptcy in the Tokyo District Court on
Sept. 16.  Lehman Brothers Japan Inc. reported about JPY3.4
trillion (US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.  (http://bankrupt.com/newsstand/or 215/945-700)


LEVELLAND/HOCKLEY: Has Access to Cash Collateral Until May 5
------------------------------------------------------------
Levelland/Hockley County Ethanol, L.L.C., notifies the U.S.
Bankruptcy Court for the Northern District of Texas that GE
Business Financial Services, Inc., has consented its continued
access to cash collateral until May 5, 2012.

The Debtor and the agent had agreed that (i) the budget will be
modified and supplemented, and (ii) the expiration date will be
extended to May 5, at which time the Debtor's authority to use
cash collateral under the order will immediately terminate unless
extended by written agreement of the agent.

On Dec. 5, 2011, the Court entered its final agreed order
authorizing the limited use of the cash collateral and granting
adequate protection.  The order provides that the budget may be
modified with the written consent of the agent. Specifically,
Paragraph 17 of the order provides: "The Budget may be modified,
but only with the prior written consent of the agent with notice
to the Official Committee of Unsecured Creditors and Farmers
Energy Levelland, LLC."

                     About Levelland/Hockley

Levelland/Hockley County Ethanol LLC is a Texas limited liability
company that owns and operates a 40 million gallon per annum
Ethanol production plant located in Levelland, Hockley county,
Texas.  The LLC has over 100 members many of whom are local
farmers, business people and civic leaders.  A recent appraisal
Of its facility values its assets, with the Plant under full
operation, at over $51.5 million.

Levelland Ethanol filed for Chapter 11 bankruptcy (Bankr. N.D.
Tex. Case No. 11-50162) on April 27, 2011.  I. Richard Levy, Esq.,
Christopher M. McNeill, Esq., and Susan Frierott, Esq., at Block &
Garden, LLP, in Dallas, represent the Debtor as counsel.  The
Debtor disclosed total assets of $60,451,124 and total liabilities
of $47,557,432 in its schedules.

On May 9, 2011, William T. Neary, U.S. Trustee for Region 6,
appointed unsecured creditors to the Official Committee of
Unsecured Creditors in the Debtor's cases.  Stephen M. Pezanosky,
Esq., and Mark Elmore, Esq., at Haynes and Boone, LLP, in Fort
Worth, Tex., represent the Committee.


LEVELLAND/HOCKLEY: Proposes April 30 Auction for All Assets
-----------------------------------------------------------
Levelland/Hockley County Ethanol, L.L.C., asks the U.S. Bankruptcy
Court for the Northern District of Texas to authorize the sale of
all of the Debtor's right, title and interest in the real
property, plant, equipment, and other assets that comprise, or are
used in connection with, the ethanol production facility located
at 103 S. FM 2646, Levelland, Texas.

Houlihan Lokey Capital, Inc., the Transaction Agent, has
extensively marketed the assets.  In light of this, obtaining a
stalking horse bidder is most likely to facilitate maximizing the
value of the assets.  A competitive auction is most likely to
maximize the value of the assets if a potential bidder sets a
minimum value for the transaction.   As of the filing of the
motion, the Debtor has not entered into an asset purchase
agreement.

The Debtor proposes these timeline for its execution of the bid
procedures and the transaction:

         Event                              Date and Time
         -----                              -------------
Transaction Notice:               Within 3 days of the entry of an
                                  order on the motion

Qualified Bid Deadline:           April 25, at 4:00 p.m.

Sale Hearing Objection Deadline:  April 27, at 4:00 p.m.

Auction:                          April 30, at 9:30 a.m.

Sale Hearing:                     TBD, but prior to the end of the
                                  week ending May 4

Closing:                          TBD, but prior to the end of the
                                  week ending May 11.

Consistent with the terms of the cash collateral order, the bid
procedures permit the agent to credit bid, in its discretion, up
to the entire amount of its claim and the claims of the senior
lenders at any time before or during the auction.

The Debtor's indebtedness consists of:

   -- an allowed secured claim of at least $32,782,500 plus
accrued but unpaid prepetition interest in the amount of at least
$1,382,695 pursuant to a Construction and Term Loan Agreement with
Merrill Lynch Capital, now known as GE Business Financial Services
Inc., as agent for itself and a group of senior lenders; and

   -- an aggregate principal of $9,249,039 with accrued but unpaid
interest of $92,656 with Farmers Energy Levelland, LLC.

The Debtor also requests authority to approve a break-up fee in an
amount not to exceed 3% of the total guaranteed cash price offered
by the Initial Highest Bid to a Qualified Bidder who agrees to
provide a Qualified Bid for the assets that will serve as a
"stalking horse" bid at the auction.

Any potential bidder wishing to conduct due diligence concerning a
prospective transaction will be granted access, subject to
execution of a confidentiality agreement in form and substance
acceptable to the Debtor, to all relevant information regarding
the assets and the related business of the Debtor reasonably
necessary to enable a potential bidder to evaluate the assets and
the prospective transaction.

                             Objections

Creditor and party-in-interests filed their objections to the
Debtor's request for authorization to sell substantially all of
its assets.

West Texas & Lubbock Railway Company, Inc., stated that the Debtor
did not disclose exactly what assets are being sold or whether the
Rail Improvement Agreement is deemed executory and therefore,
capable of assumption and assignment.

CEI Pipeline, L.L.C., a party to Gas Transportation Agreement,
told the Court that was unable to determine by reviewing the
Debtor's motions what it considers its existing executory
contracts are, what the proposed cure amounts may be, or whether
the prospective purchaser can provide adequate assurance of future
performance.  The Debtor's motions are completely devoid of this
type of information.

                     About Levelland/Hockley

Levelland/Hockley County Ethanol LLC is a Texas limited liability
company that owns and operates a 40 million gallon per annum
Ethanol production plant located in Levelland, Hockley county,
Texas.  The LLC has over 100 members many of whom are local
farmers, business people and civic leaders.  A recent appraisal
Of its facility values its assets, with the Plant under full
operation, at over $51.5 million.

Levelland Ethanol filed for Chapter 11 bankruptcy (Bankr. N.D.
Tex. Case No. 11-50162) on April 27, 2011.  I. Richard Levy, Esq.,
Christopher M. McNeill, Esq., and Susan Frierott, Esq., at Block &
Garden, LLP, in Dallas, represent the Debtor as counsel.  The
Debtor disclosed total assets of $60,451,124 and total liabilities
of $47,557,432 in its schedules.

On May 9, 2011, William T. Neary, U.S. Trustee for Region 6,
appointed unsecured creditors to the Official Committee of
Unsecured Creditors in the Debtor's cases.  Stephen M. Pezanosky,
Esq., and Mark Elmore, Esq., at Haynes and Boone, LLP, in Fort
Worth, Tex., represent the Committee.


LIBORIO MARKET: Updated Chapter 11 Case Summary
-----------------------------------------------
Debtor: Liborio Market, Inc.
          dba Liborio Markets
        171 S. Hudson Avenue
        Pasadena, CA 91101

Bankruptcy Case No.: 12-23254

Affiliates that simultaneously filed Chapter 11 petitions:

  Debtor                    Case No.
  ------                    --------
Alejo Markets, Inc.        12-bk-23270
A&A Ontario Market, Inc.   12-bk-23271
Alejo Grocers, Inc.        12-bk-23273
Liborio Markets #5, Inc.   12-bk-23275
Liborio Markets #7, Inc.   12-bk-23276
Liborio Markets #8, Inc.   12-bk-23277
Liborio Markets #10, Inc.  12-bk-23278

Chapter 11 Petition Date: April 13, 2012

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

Judge: Barry Russell

About the Debtors: Liborio, founded in 1965, operates a chain of
                   supermarkets that retails meat products,
                   seafood, poultry goods, fresh fruits,
                   vegetables, fresh baked bakery goods, prepared
                   foods, and private label products.  The company
                   has stores in Los Angeles, Maywood, and
                   Ontario, California; Las Vegas, Nevada; and
                   Commerce City, Aurora, Colorado Springs, and
                   Thornton, in Colorado.

Debtors' Counsel: David B. Golubchik, Esq.
                  LEVENE NEALE BENDER RANKIN & BRILL LLP
                  10250 Constellation Boulevard, Suite 1700
                  Los Angeles, CA 90067
                  Tel: (310) 229-1234
                  E-mail: dbg@lnbrb.com

Estimated Assets:

   * Liborio Market: $100,001 to $500,000
   * A&A Ontario: $1,000,001 to $10,000,000
   * Alejo Grocers: $1,000,001 to $10,000,000

Estimated Debts:

   * Liborio Market: $50,000,001 to $100,000,000
   * A&A Ontario: $50,000,001 to $100,000,000
   * Alejo Grocers: $50,000,001 to $100,000,000

The petitions were signed by John Alejo, authorized agent.

A. A&A Ontario's list of its 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb12-23271.pdf

B. Alejo Grocers' list of its eight largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/cacb12-23273.pdf

C. Liborio Market's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Unified                            --                     $323,576
P.O. Box 60064
City Of Industry, CA 91716

Meatco Provisions Inc.             --                      $94,190
4901 S. Boyle Avenue
Vernon, CA 90058

Western Union                      --                      $80,917
P.O. Box 6996 MS M22A2
Greenwood Village, CO 80155

Rockview Farms                     --                      $78,752

AA Ranch                           --                      $70,059

HB Poultry Inc.                    --                      $62,441

Peitzman Weg LLP                   --                      $49,309

Pan-American Banana                --                      $42,587

Blue Cross of America              --                      $41,879

Coca Cola Bottling Company Co.     --                      $32,586

Casa Lupe                          --                      $25,018

J&C Tropicals                      --                      $22,883

Mission Foods Products             --                      $19,787

Ace Beverage Co.                   --                      $19,580

Cacique Dist USA                   --                      $18,522

EG Distributors                    --                      $17,000

Cargill Food Dist                  --                      $13,354

C&F Foods                          --                      $14,785

The Marguiles Law Firm             --                      $14,585


MANISTIQUE PAPERS: Watermill Offers $12.3 Million for Business
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Manistique Papers Inc. found a buyer to pay $12.3
million for its facility.  The buyer, MPI Acquisition LLC, is
affiliated with private-equity investor Watermill Group from
Lexington, Massachusetts.  One of Watermill's portfolio companies
is paper maker FutureMark Paper Co.

According to the report, the auction, originally scheduled to be
held in February, was canceled when there was no buyer.  The
lender has the right to submit a bid at the sale hearing, using
secured debt rather than cash to buy the facility.  The sale
hearing was scheduled for April 17.

                      About Manistique Papers

Manistique Papers Inc. operates a landfill in Manistique,
Michigan, whereby residuals resulting from paper production are
deposited.  It owns a 125,000 ton-a-year plant making specialty
papers from recycled fiber.

Manistique Papers filed for Chapter 11 bankruptcy protection
(Bankr. D. Del. Case No. 11-12562) on Aug. 12, 2011.  Godfrey &
Kahn, S.C. represents the Debtor in its restructuring effort.
Morris, Nichols, Arsht & Tunnell LLP serves as its Delaware
bankruptcy co-counsel.  Vector Consulting, L.L.C., serves as its
financial advisor.  Baker Tilly Virchow Krause, LLC, serves as its
accountant.

The Official Committee of Unsecured Creditors appointed in the
case is represented by Lowenstein Sandler PC as lead counsel and
Ashby & Geddes, P.A., as Delaware counsel.  J.H. Cohn LLC serves
as the panel's financial advisor.

Manistique Papers disclosed $19,688,471 in assets and $24,633,664
in liabilities as of the Chapter 11 filing.


MEDIA 8: Film Producer & Distributor Files for Bankruptcy
---------------------------------------------------------
Katy Stech, writing for Dow Jones' Daily Bankruptcy Review,
reports that film producer and distributor Media 8 Entertainment
filed for Chapter 11 protection with a potentially valuable film
library but with $8.6 million worth of debt owed, according to
papers filed in U.S. Bankruptcy Court in Fort Myers, Fla.  DBR
relates the company said it is worth about $9.3 million, mostly
from a film library includes 97 titles along with 75 distribution
contracts.

According to DBR, bankruptcy attorney Gregory Champeau, Esq., said
the bankruptcy case could help the company borrow several million
dollars that lenders might not otherwise have agreed to extend.
Mr. Champeau said he had limited knowledge of the company?s
finances.

According to DBR, the company said in court papers it has made
$162,707 so far this year after taking in about $1.4 million in
revenue last year.

DBR notes the company said it has been the target of several
lawsuits in recent years, including one that claims that Media 8's
former managers didn't pay producers their percentage of revenues
earned. One battle with an entity called 757 Film Acquisition LLC
triggered a $5.4 million judgment that the company says it
disputes.  At the time of the bankruptcy, the company said it was
in the process of surrendering three films to a German film fund,
which is suing it for about $1,600,000 over unpaid net receipts
from their films.

Media 8 Entertainment, based in Naples, Florida, filed for Chapter
11 bankruptcy (Bankr. M.D. Fla. Case No. 12-05625) on April 13,
2012.  Gregory A. Champeau, Esq., at Johnston Champeau, LLC,
serves as the Debtor's counsel.  The Debtor scheduled $9,302,600
in assets and $8,577,207 in liabilities.  A copy of the Company's
list of its 19 largest unsecured creditors filed with the petition
is available for free at http://bankrupt.com/misc/flmb12-05625.pdf
The petition was signed by Thomas E. Murphy, president an CEO.


MF GLOBAL: Ch. 11 Trustee Reaches Deal on Freeh Group Hiring
------------------------------------------------------------
Judge Martin Glenn authorized the Chapter 11 Trustee of MF Global
Holdings Ltd. and its affiliates to employ Freeh Group
International Solutions LLC as accountants, nunc pro tunc to the
Petition Date.  FGIS will not withdraw as the Chapter 11 Trustee's
account prior to the effective date of any Chapter 11 plan
confirmed in the Chapter 11 cases without prior approval of the
Court.

Louis J. Freeh, the Chapter 11 Trustee for the bankruptcy cases of
MF Global Holdings and its affiliates, sought the Bankruptcy
Court's permission to employ Freeh Group International Solutions
as his advisor, nunc pro tunc to November 28, 2011.

The Chapter 11 Trustee later submitted to the Bankruptcy Court a
brief in response to the Court's query at a Feb. 9, 2012 hearing
regarding his proposed employment of Freeh Group International
Solutions LLC as his advisors.  The Bankruptcy Court questioned
whether the Chapter 11 Trustee's retention of FGIS conflicted with
the holdings in United States Trustee v. Marvin J. Bloom (In re
Palm Coast, Matanza Shores Limited Partnership), 101 F.3d 253 (2d
Cir. 1996) and In the Matter of K & L Inc 205 B.R. 589 (Bankr. D.
Neb. 1991).

Unlike in Palm Coast and K & L Inc, the Chapter 11 Trustee will
not provide any non-statutory services to the Debtors' estates as
an employee of FGIS, clarifies Brett H. Miller, Esq., at Morrison
& Foerster LLP, in New York, counsel to the Chapter 11 Trustee.
He notes that the Chapter 11 Trustee's separate application to
employ Freeh Sporkin & Sullivan LLP retained the Chapter 11
Trustee to provide services to the estate as a member of FSS.  He
further notes that the Chapter 11 Trustee's retention of FGIS is
fundamentally different than the situation examined by the U.S.
Court of Appeals for the Second Circuit in Palm Coast.

As the holding in Palm Coast states that "a bankruptcy trustee
may not hire his or her own firm in a non-lawyer or non-
accounting capacity," there is no conflict as all of the services
to be provided by FGIS fall into the category of "lawyer" or
"accounting" capacity, Mr. Miller points out.  Here, the Chapter
11 Trustee is seeking to retain FGIS to lead the forensic
investigation and worldwide information coordination that are
core components of the Trustee's duties, he insists.

In response, Tracy Hope Davis, the U.S. Trustee for Region 2,
states that the Chapter 11 Trustee may retain FGIS only if the
firm falls within the exception of Section 327(d).  Counsel to
the U.S. Trustee, Elisabetta G. Gasparini, Esq., in New York,
argues that Section 327(d) of the Bankruptcy Code applies any
time a trustee retains his or her own firm -- which is the case
here.  The fact that the Chapter 11 Trustee in these Chapter 11
cases will provide services as a member of FSS cannot be used as
a distinguishing factor from the holding in Palm Coast, she
avers.  She further contends that FGIS is not licensed as an
accounting firm and thus is not eligible to be retained under the
Section 327(d).

While "accounting capacity" is not defined by the Second Circuit
in Palm Coast, it appears that the initial scope of retention
which has not been formally revised seeks to retain FGIS to
perform duties that are not traditional accounting duties, Ms.
Gasparini emphasizes.  To the extent that FGIS can establish that
it is an "accountant" under Section 101(1) of the Bankruptcy, its
retention would be permissible so long as its proposed duties are
limited to duties that are generally performed by persons acting
in the capacity of an accountant, she adds.

Subsequently, the Chapter 11 Trustee and the U.S. Trustee entered
into a stipulation with respect to the FGIS retention.  The U.S.
Trustee agreed to not oppose the employment of FGIS on the terms
set forth in the Chapter 11 Trustee's supplemental declaration
and proposed order.

In his supplemental declaration, the Chapter 11 Trustee states
that the services to be provided by FGIS comport with the
Bankruptcy Code and New York Education Law as management advisory
and financial advisory services, and do not conflict the services
of any of the other professionals retained, including FTI
Consulting, Inc.  Essentially, FGIS will serve as the accounting
architect of the Chapter 11 Trustee's plans to maximize value;
whereas, FTI will execute the strategies and schemes designed by
FGIS.

The member of FGIS leading the team that will be acting in an
accounting capacity is Francis A. Piantidosi, the Chapter 11
Trustee states.  Mr. Piantidosi, senior advisor of FGIS, is a
retired partner of Deloitte and receives a pension from the firm.
Mr. Piantidosi continues to receive a portion of his capital
payout over the next nine years and has a consulting contract
with Deloitte International that expires in May 2012.  Mr.
Piantidosi is also a customer of JPMorgan Chase Private Bank.

The Chapter 11 Trustee insists that he does not believe that any
of these connections of FGIS or FSS will in any way affect or
compromise his disinterestedness as trustee in the Debtors'
cases.  He insists that FGIS is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.

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

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

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/
-- was one of the world's leading brokers of commodities and
listed derivatives.  MF Global provided access to more than 70
exchanges around the world.  The firm also was one of 22 primary
dealers authorized to trade U.S. government securities with the
Federal Reserve Bank of New York.  MF Global's roots go back
nearly 230 years to a sugar brokerage on the banks of the Thames
River in London.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos.
11-15059 and 11-5058) on Oct. 31, 2011, after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.  It was the largest bankruptcy filing in 2011.

MFGH's subsidiaries MF Global Capital LLC, MF Global FX
Clear LLC and MF Global Market Services, LLC filed for bankruptcy
protection on Dec. 19, 2011.

MF Global Holdings USA Inc., doing business as Farr Whitlock Dixon
& Co. Inc., and Man Group USA Inc., filed a Chapter 11 petition on
March 2, 2012.  Holdings USA provided administrative services to
MF Ltd. and its domestic subsidiaries.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of
MF Global Finance USA Inc.

Louis J. Freeh was named the Chapter 11 Trustee for the bankruptcy
cases of MF Global Holdings Ltd. and its affiliates.  The Trustee
tapped (i) Freeh Sporkin & Sullivan LLP, as investigative counsel;
(ii) FTI Consulting Inc., as restructuring advisors; (iii)
Morrison & Foerster LLP, as bankruptcy counsel; and (iv) Pepper
Hamilton as special counsel; and (h) authorizing the Committee to
retain and employ (i) Dewey & LeBoeuf LLP, as the Committee's
counsel; and (ii) Capstone Advisory Group LLC as financial
advisor.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at Hughes
Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.  Seven directors of MF Global Holdings resigned from their
posts on Nov. 28, 2011.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.

The New York Stock Exchange has removed MFGI securities from
listing.

Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by MF Global Holdings and other insolvency and
bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


MF GLOBAL: Hanmann Fails to Bar Use FCMS & Clearing Exchanges
-------------------------------------------------------------
Paul Hamann failed in his bid to compel James W. Giddens, the
trustee for the liquidation of the business of MF Global Inc.
under the U.S. Securities Investor Protection Act of 1970, to
avoid using futures commission merchants and clearing exchanges.

Mr. Hamann stated that he has told the SIPA Trustee that he will
only deal directly with the bank where the physical property is
stored.  Nevertheless, "the SIPA Trustee is forcing me to use
R.J. O'Brien and the Chicago Mercantile Exchange Group, a co-
conspirator in the MF Global fraud," Mr. Hamann alleges.

Mr. Hamann further alleged that the SIPA Trustee held secret
meetings, particularly on December 2, 2011 and December 19, 2011
with counsel to claimants wishing to share proposals for
distributing Physical Customer Property.

Mr. Hamann also asked the Court to compel the SIPA Trustee to make
certain disclosures to all former MFGI customers regarding the
creditworthiness of CME.

The SIPA Trustee objected to Mr. Hamann's Motion, arguing that the
proposed relief is in direct violation of the Commodity Broker
Liquidation Provisions, Part 190 of the Electronic Code of
Federal Regulations and the Bulk Transfer Orders.  The SIPA
Trustee says Mr. Hamann has already received a 72% pro rata
distribution under the Bulk Transfer Orders.  Yet, Mr. Hamann
apparently seeks to untimely re-litigate the Bulk Transfers
Orders by filing his request, the SIPA Trustee complains.

The SIPA Trustee also comments that it is not in the position to
make any official statements regarding the credit rating of the
CME.  The SIPA Trustee adds that the telephonic meetings were not
secret and it was not his intention to exclude Mr. Hamann.

In denying Mr. Hamann's request, Judge Martin Glenn said, "[T]he
Trustee will seek and may use the assistance of the Chicago
Mercantile Exchange Group, Inc. and other registered derivatives
clearing organizations."  Judge Glenn also denied Mr. Hamann's
request that the SIPA Trustee inform all former MFGI customers
that the CME's credit rating has been downgraded, saying no legal
basis has been provided.

A full-text copy of the memorandum opinion, as corrected on
March 7, 2012, is available for free at:

  http://bankrupt.com/misc/MFGlobal_Mar7HamannFCMOpinion.pdf

In a separate ruling, Judge Glenn also denied Mr. Hamann's request
to compel discovery of MF Global adjunct letters, from the SIPA
Trustee, regarding wire transfers, addressed in Thomas Baxter's
congressional testimony.  MR. Hanmann noted in his request that
Thomas Baxter, chief council for Federal Reserve Bank of New York,
in his congressional testimony, sought additional margin from MF
Global because they did not trust MF Global as a primary dealer.
Mr. Hamann believes that the sought documents will show that MF
Global began transferring commodity customer segregated funds to
the New York Federal Reserve Bank immediately before the MF Global
bankruptcy filing.  Mr. Hamann specifically sought all relevant
documents relating to wire transfers to each of JP Morgan Chase,
Citigroup, and Bank of America during the months of August 2011,
September 2011 and October 2011.

Judge Glenn held that Mr. Hamann offers no legal basis.  The Court
stated that permitting private-party discovery at this time is
unnecessary and would hinder the ongoing investigations.  The
Court has already granted the SIPA Trustee the authority to
conduct an independent investigation on missing customer property
and all possible sources for recovery.  There may well be a time
when private-party discovery is appropriate, but now is clearly
not that time, Judge Glenn stated.

A full-text copy of the memorandum opinion dated March 7, 2012,
is available for free at:

  http://bankrupt.com/misc/MFGlobal_Mar7HamannDiscoveryOpinion.pdf

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/
-- was one of the world's leading brokers of commodities and
listed derivatives.  MF Global provided access to more than 70
exchanges around the world.  The firm also was one of 22 primary
dealers authorized to trade U.S. government securities with the
Federal Reserve Bank of New York.  MF Global's roots go back
nearly 230 years to a sugar brokerage on the banks of the Thames
River in London.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos.
11-15059 and 11-5058) on Oct. 31, 2011, after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.  It was the largest bankruptcy filing in 2011.

MFGH's subsidiaries MF Global Capital LLC, MF Global FX
Clear LLC and MF Global Market Services, LLC filed for bankruptcy
protection on Dec. 19, 2011.

MF Global Holdings USA Inc., doing business as Farr Whitlock Dixon
& Co. Inc., and Man Group USA Inc., filed a Chapter 11 petition on
March 2, 2012.  Holdings USA provided administrative services to
MF Ltd. and its domestic subsidiaries.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of
MF Global Finance USA Inc.

Louis J. Freeh was named the Chapter 11 Trustee for the bankruptcy
cases of MF Global Holdings Ltd. and its affiliates.  The Trustee
tapped (i) Freeh Sporkin & Sullivan LLP, as investigative counsel;
(ii) FTI Consulting Inc., as restructuring advisors; (iii)
Morrison & Foerster LLP, as bankruptcy counsel; and (iv) Pepper
Hamilton as special counsel; and (h) authorizing the Committee to
retain and employ (i) Dewey & LeBoeuf LLP, as the Committee's
counsel; and (ii) Capstone Advisory Group LLC as financial
advisor.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at Hughes
Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.  Seven directors of MF Global Holdings resigned from their
posts on Nov. 28, 2011.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.

The New York Stock Exchange has removed MFGI securities from
listing.

Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by MF Global Holdings and other insolvency and
bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


MF GLOBAL: Sangani Family Fails to Obtain Bar Date Extension
------------------------------------------------------------
Judge Martin Glenn denied the motion of Sangani Family LP for
extension of the January 31, 2012 deadline for all former MF
Global Inc. commodities futures customers and former MFGI
securities futures customers to file proofs of claim.

Judge Glenn noted that unlike Chapter 11 cases in which Rule 3003
of the Federal Rules of Bankruptcy Procedure allows a court to
extend the Claims Bar Date, there is no provision in Part 190 of
the Electronic Code of Federal Regulations for the Court to extend
the Bar Date.  Rule 3002 allows the Court to extend the Bar Date
in Chapter 7 cases only for "infants or incompetent persons or
the representative of either," but only "[i]n the interests of
justice and if it will not unduly delay the administrative of the
case, Judge Glenn said.

Because SIPA liquidations only incorporate Chapters 1, 3, 5, and
the Commodity Broker Liquidation Provisions of the Bankruptcy
Code, Sangani has no legal basis upon which to seek the Court to
extend the Bar Date, Judge Glenn concluded.

A full-text copy of the memorandum opinion signed on March 7,
2012 is available for free at:

  http://bankrupt.com/misc/MFGlobal_Mar7SanganiOpinion.pdf

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/
-- was one of the world's leading brokers of commodities and
listed derivatives.  MF Global provided access to more than 70
exchanges around the world.  The firm also was one of 22 primary
dealers authorized to trade U.S. government securities with the
Federal Reserve Bank of New York.  MF Global's roots go back
nearly 230 years to a sugar brokerage on the banks of the Thames
River in London.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos.
11-15059 and 11-5058) on Oct. 31, 2011, after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.  It was the largest bankruptcy filing in 2011.

MFGH's subsidiaries MF Global Capital LLC, MF Global FX
Clear LLC and MF Global Market Services, LLC filed for bankruptcy
protection on Dec. 19, 2011.

MF Global Holdings USA Inc., doing business as Farr Whitlock Dixon
& Co. Inc., and Man Group USA Inc., filed a Chapter 11 petition on
March 2, 2012.  Holdings USA provided administrative services to
MF Ltd. and its domestic subsidiaries.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of
MF Global Finance USA Inc.

Louis J. Freeh was named the Chapter 11 Trustee for the bankruptcy
cases of MF Global Holdings Ltd. and its affiliates.  The Trustee
tapped (i) Freeh Sporkin & Sullivan LLP, as investigative counsel;
(ii) FTI Consulting Inc., as restructuring advisors; (iii)
Morrison & Foerster LLP, as bankruptcy counsel; and (iv) Pepper
Hamilton as special counsel; and (h) authorizing the Committee to
retain and employ (i) Dewey & LeBoeuf LLP, as the Committee's
counsel; and (ii) Capstone Advisory Group LLC as financial
advisor.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at Hughes
Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.  Seven directors of MF Global Holdings resigned from their
posts on Nov. 28, 2011.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.

The New York Stock Exchange has removed MFGI securities from
listing.

Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by MF Global Holdings and other insolvency and
bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


MICHIGAN MUNICIPAL: Moody's Cuts Rating on Revenue Bonds to Caa2
----------------------------------------------------------------
Moody's Investors Service has downgraded to Caa2 from Caa1 the
rating on Michigan Municipal Bond Authority's (MI) Public School
Academy Facilities Program Revenue Bonds (Detroit Academy of Arts
and Sciences), Series 2001 A & B. Moody's has also assigned a
negative outlook to the rating, removing it from the watchlist.
The current action affects $26.8 million in outstanding debt.

Summary Rating Rationale

The bonds are secured by monthly installment payments of state aid
revenues transferred directly to the Michigan Municipal Bond
Authority (MMBA) from the State Treasurer pursuant to a lease
financing agreement. The MMBA has further assigned its rights and
interest in the monthly payments to the Trustee. The downgrade to
Caa2 reflects the likelihood that the academy will eventually
default on its outstanding bonds, though such a default is not
expected to occur in the immediate term. Should default eventually
occur, it is Moody's expectation that the bondholder would assume
a loss in excess of 10% of the net present value of outstanding
debt service. The rating also incorporates a statutory limitation
on the availability of state aid revenues to pay debt service and
the dependence of state revenues on school enrollment. The rating
further reflects the uncertainty regarding the sale or lease of
academy property, the revenues of which would be directed to the
Trustee to make debt service payments.

Assignment of the negative outlook reflects Moody's expectation
that, given eventual default on the bonds, the loss to the
bondholder could ultimately exceed 20% of the net present value of
outstanding debt service. The loss could be mitigated, if not
averted, by the academy's ability to sell or lease its former high
school facility and use that revenue to repay the bondholder.
Whether or not such a sale or lease could be successful, as well
as the magnitude of potential revenues, is uncertain, particularly
given the state of the Detroit real estate market.

CHALLENGES

- Possible default due to size of annual debt service relative
   to available revenues

- Likelihood that bondholder will take a loss in the event of
   default

- State aid revenues pledged to debt service are subject to a
   20% statutory cap

- Significant drop in enrollment due to closure of high school,
   with a direct negative impact to state aid revenues

- Consistent inability to meet debt service coverage covenant

- Strained financial operations that have resulted in very
   narrow liquidity

STRENGTHS

- Secure debt payment mechanism including direct transfer of
   state aid from State Treasurer to Trustee

- Additional security provided by debt service reserve fund and
   mortgage on DAAS facilities

- Closure of high school may enable DAAS to focus on further
   improving achievement results in grades K-8

WHAT COULD CHANGE THE RATING -- UP (or drive removal of the
negative outlook)

- Favorable sale of former high school facility that generates
   revenue sufficient to reduce or eliminate estimated bondholder
   loss

- Favorable lease of former high school facility that generates
   annual revenue available for debt service

- Material growth in enrollment that results in an increase in
   state aid revenues available for debt service

WHAT COULD CHANGE THE RATING -- DOWN

- Default on the outstanding bonds and likely impairment of
   recovery

- Failure to sell or lease the site of the former high school

- Failure to generate sufficient revenue from sale or lease of
   facility to forestall larger bondholder loss

- Failure to materially increase enrollment to avoid diminished
   bondholder recovery

- Further reductions in per-pupil state aid payments

PRINCIPAL RATING METHODOLOGY

The principal methodology used in this rating was Charter Schools
published in November 2006.


MILACRON HOLDINGS: Moody's Raises Corp. Family Rating to 'B1'
-------------------------------------------------------------
Moody's Investors Service upgraded Milacron Holdings Inc.'s
Corporate Family and Probability of Default ratings ("CFR" and
"PDR" respectively) to B1 from B2 and assigned a B1 rating to a
new $265 million secured note issuance whose substantive obligor
will become Milacron, LLC, the principal operating subsidiary
(together with Milacron Holdings Inc., "Milacron"). The actions
conclude a review for possible upgrade initiated on March 2, 2012
with the CFR and PDR of B1 also applicable to the new capital
structure being established following the announcement on March
30, 2012 of the sale of Milacron to CCMP Capital ("CCMP") by
current owners, Avenue Capital Group ("New Milacron" refers to the
organization established upon consummation of the acquisition).
The rating outlook is stable for both existing Milacron and New
Milacron.

Ratings Rationale

The sale of Milacron will trigger change in control clauses under
existing debt agreements, including the roughly $196 million
secured term loan whose rating was confirmed at B1. That rating
will be withdrawn upon closing of the new financing. CCMP will
arrange external funding of $265 million for New Milacron through
a note issuance as well as a new $60 million asset backed
revolving credit agreement (not rated). Contingent claims of the
PBGC are expected to be resolved as a consequence of the
acquisition.

The B1 CFR and PDR reflect Milacron's moderate global revenues,
the benefits of an installed base of equipment utilized by plastic
extruders and molders, and elevated financial leverage. Although
its operating segments service a diverse collection of end-
markets, demand remains highly cyclical and is driven by customer
capital expenditure budgets and industrial production. The
business shed substantial liabilities during bankruptcy
proceedings of a predecessor organization in 2009, but margins
following the purchase of operating assets from the bankruptcy
estate were relatively thin for a manufacturing enterprise that
has to weather both up and down market conditions. Stronger
volumes since then have boosted returns from inherent operating
leverage with profitability also benefiting from high incremental
contributions and other management actions which have lowered its
fixed and variable cost structure. This combination along with
favorable prospects for ongoing orders has strengthened Milacron's
earnings profile.

The ratings further incorporate elevated leverage arising from the
capital structure CCMP will deploy in funding the acquisition.
While this will increase the company's debt burden beyond that
contemplated at the time the rating review was initiated,
prospective earnings and cash flows are anticipated to be
appreciably above prior expectations. Although debt levels are
unlikely to materially decline over the next 18 months, relatively
strong interest coverage metrics for the rating category should be
experienced. Free cash flow is expected but will be relatively
modest in the near term and constrained by higher working capital
requirements and capital expenditures. Internally generated
capital should increase over time, and be available to reduce
indebtedness but may also be used to fund acquisitions or
shareholder returns as only modest debt maturities will exist
prior to the note maturity in 2019.

The stable outlook reflects prospects for sustained profitability
over the next 12-18 months and the underlying diversity of end-use
markets for plastic products and industrial fluids. The capital
goods sector remains cyclical and resin costs for many of the
company's molding equipment customers have risen in step with
higher oil prices. However, lower costs of natural gas and related
liquids used in extrusion and molding processes may have offset
some of this.

New Milacron's notes will be issued in a private transaction
exempt from registration with the SEC under the provisions of Rule
144A of the Exchange Act and will not have registration rights.
The initial co-issuers will be Mcron Finance Sub LLC and its
subsidiary, Mcron Finance Sub Corp. Upon consummation of the
acquisition, Mcron Finance Sub LLC will be merged into Milacron
LLC whose obligations will be supported by both up-streamed
guarantees from its material domestic subsidiaries and a down-
streamed guarantee from its holding company parent, Milacron
Holdings Inc. Shortly after the transaction closes, Moody's will
change the name of the issuer back to Milacron LLC and refer to
the organization as Milacron, dropping the "New Milacron" moniker.
The revolving credit agreement will have a first lien over the
borrower and guarantor group's working capital assets. The notes
will have a first lien against essentially all other material
domestic assets of the borrower and guarantor group and a second
lien over the assets pledged to the revolving credit lenders.

The rating assigned to the note (B1, LGD-4, 50%) reflects an
expected loss from the application of the probability of default
(B1) and their predominance in the liability waterfall.

Factors that could lead to a positive outlook or stronger ratings
include demonstrating an ability to expand its top line while
improving its EBITDA margins above 15% and free cash flow
characteristics. In addition, lowering its debt/EBITDA below 3
times and maintaining EBITA/interest coverage greater than 3 times
would be viewed favorably. Developments that could establish
negative pressure on the ratings include significant declines in
revenues and margins, incurring negative free cash flow, an
elevation of its debt/EBITDA above 4 times or adoption of more
aggressive financial policies.

Ratings upgraded (also applicable to New Milacron):

Milacron Holdings Inc.

Corporate Family to B1 from B2

Probability of Default to B1 from B2

Rating confirmed with updated LGD assessments

Milacron LLC

$196 million secured term loan, B1 (LGD-3, 48%) from B1
(LGD-3, 44%)

Rating assigned:

Mcron Finance Sub LLC & Mcron Finance Sub Corp as co-issuers

$265 million secured note maturing in 2019, B1 (LGD-4, 50%)

The principal methodologies used in this rating were Global Heavy
Manufacturing Rating Methodology published in November 2009, and
Loss Given Default for Speculative-Grade Non-Financial Companies
in the U.S., Canada and EMEA published in June 2009.

Milacron Holdings Inc. through its wholly-owned subsidiary,
Milacron LLC, headquartered in Cincinnati, OH, produces equipment
used in plastics-processing industries as well as fluids used in
metalworking industries. Revenues in 2011 exceeded $780 million.


MONEY TREE: Creditors Have Until May 15 to File Proofs of Claim
---------------------------------------------------------------
The Hon. William R. Sawyer of the U.S. Bankruptcy Court for the
Middle District of Alabama has established May 15, 2012, as the
deadline for any individual or entity to file proofs of claim
against The Money Tree, Inc., et al.

The Court also set June 13, as the governmental unit claims bar
date.

Claims must be filed at:

         Small Loans Inc. Claim Processing Center
         c/o Kurtzman Carson Consultants LLC
         2335 Alaska Avenue
         El Segundo, CA 90245

                         About Money Tree

Bainbridge, Georgia-based The Money Tree Inc. --
http://www.moneytreeinc.com/-- operates a network of lending
branches across the Southeast, concentrated in Georgia, Florida
and Alabama.  The Company and four affiliates filed for Chapter 11
bankruptcy (Bankr. M.D. Ala. Case Nos. 11-12254 thru 11-12258) on
Dec. 16, 2011.  The other debtor-affiliates are Small Loans, Inc.,
The Money Tree of Louisiana, Inc., The Money Tree of Florida Inc.,
and The Money Tree of Georgia of Georgia Inc.  Judge William R.
Sawyer oversees the case, replacing Judge Dwight H. Williams, Jr.
Max A. Moseley, Esq., at Baker Donelson Bearman Caldwell & Berkow,
P.C., serves as the Debtors' counsel.  The Debtors hired Warren,
Averett, Kimbrough & Marino, LLC, as restructuring advisors.


Money Tree's consolidated balance sheet reported $34,859,189 in
assets, $92,655,010 in liabilities, and $57,795,821 in total
stockholders' deficit.  The Money Tree Inc. disclosed $73,413,612
in assets and $73,050,785 in liabilities as of the Chapter 11
filing.  The petitions were signed by Biladley D. Bellville,
president.

The Company's subsidiary, Best Buy Autos of Bainbridge Inc., is
not a party to the bankruptcy filing and intends to operate its
business in the ordinary course.

Greenberg Traurig, LLP represents the official committee of
unsecured creditors for the Debtors.  The Committee tapped HGH
Associates LLC as its accountants and financial advisors.


MONEY TREE: Greenberg Traurig Approved as Committee's Counsel
-------------------------------------------------------------
The Hon. William R. Sawyer of the U.S. Bankruptcy Court for the
Middle District of Alabama authorized the Official Committee of
Unsecured Creditors for The Money Tree, Inc., et al., to retain
Greenberg Traurig, LLP as its counsel nunc pro tunc Jan. 27, 2012.

As reported in the Troubled Company Reporter on March 12, 2012,
Greenberg Traurig has agreed to represent the Committee at a
discount of 10% from its standard hourly rates.  The discounted
hourly rates for attorneys who will be primarily responsible for
representing the Committee in the case will range from $430 - $675
for certain shareholders and of counsel, $305 - $425 for certain
associates, and $225 for paralegals.

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

                       About Money Tree

Bainbridge, Georgia-based The Money Tree Inc. --
http://www.moneytreeinc.com/-- operates a network of lending
branches across the Southeast, concentrated in Georgia, Florida
and Alabama.  The Company and four affiliates filed for Chapter 11
bankruptcy (Bankr. M.D. Ala. Case Nos. 11-12254 thru 11-12258) on
Dec. 16, 2011.  The other debtor-affiliates are Small Loans, Inc.,
The Money Tree of Louisiana, Inc., The Money Tree of Florida Inc.,
and The Money Tree of Georgia of Georgia Inc.  Judge William R.
Sawyer oversees the case, replacing Judge Dwight H. Williams, Jr.
Max A. Moseley, Esq., at Baker Donelson Bearman Caldwell & Berkow,
P.C., serves as the Debtors' counsel.  The Debtors hired Warren,
Averett, Kimbrough & Marino, LLC, as restructuring advisors.

Money Tree's consolidated balance sheet reported $34,859,189 in
assets, $92,655,010 in liabilities, and $57,795,821 in total
stockholders' deficit.  The Money Tree Inc. disclosed $73,413,612
in assets and $73,050,785 in liabilities as of the Chapter 11
filing.  The petitions were signed by Biladley D. Bellville,
president.

The Company's subsidiary, Best Buy Autos of Bainbridge Inc., is
not a party to the bankruptcy filing and intends to operate its
business in the ordinary course.

Greenberg Traurig, LLP represents the official committee of
unsecured creditors for the Debtors.  The Committee tapped HGH
Associates LLC as its accountants and financial advisors.


MONEY TREE: Has Until June 25 to Decide on Nonresidential Leases
----------------------------------------------------------------
The Hon. William R. Sawyer of the U.S. Bankruptcy Court for the
Middle District of Alabama extended until June 25, 2012, The Money
Tree, Inc., et al.'s time to assume or reject leases.

Prepetition, the Debtors entered into certain unexpired lease of
nonresidential real property under which the Debtors are lessees,
which the Debtors have as of the April 4, filing of the motion
neither assumed nor rejected under Section 365 of the Bankruptcy
Code.

The Debtors are continuing to evaluate whether it is in their
business interests to assume or reject the leases.

                       About Money Tree

Bainbridge, Georgia-based The Money Tree Inc. --
http://www.moneytreeinc.com/-- operates a network of lending
branches across the Southeast, concentrated in Georgia, Florida
and Alabama.  The Company and four affiliates filed for Chapter 11
bankruptcy (Bankr. M.D. Ala. Case Nos. 11-12254 thru 11-12258) on

Dec. 16, 2011.  The other debtor-affiliates are Small Loans, Inc.,
The Money Tree of Louisiana, Inc., The Money Tree of Florida Inc.,
and The Money Tree of Georgia of Georgia Inc.  Judge William R.
Sawyer oversees the case, replacing Judge Dwight H. Williams, Jr.
Max A. Moseley, Esq., at Baker Donelson Bearman Caldwell & Berkow,
P.C., serves as the Debtors' counsel.  The Debtors hired Warren,
Averett, Kimbrough & Marino, LLC, as restructuring advisors.

Money Tree's consolidated balance sheet reported $34,859,189 in
assets, $92,655,010 in liabilities, and $57,795,821 in total
stockholders' deficit.  The Money Tree Inc. disclosed $73,413,612
in assets and $73,050,785 in liabilities as of the Chapter 11
filing.  The petitions were signed by Biladley D. Bellville,
president.

The Company's subsidiary, Best Buy Autos of Bainbridge Inc., is
not a party to the bankruptcy filing and intends to operate its
business in the ordinary course.

Greenberg Traurig, LLP represents the official committee of
unsecured creditors for the Debtors.  The Committee tapped HGH
Associates LLC as its accountants and financial advisors.


MONEY TREE: HGH Associates Approved as Panel's Financial Advisors
-----------------------------------------------------------------
The Hon. William R. Sawyer of the U.S. Bankruptcy Court for the
Middle District of Alabama authorized the Official Committee of
Unsecured Creditors for The Money Tree, Inc., et al., to retain
HGH Associates LLC as accountants and financial advisors.

As reported in the Troubled Company Reporter on March 12, 2012,
HGH is expected to, among other things:

   -- assist and advise the Committee in its analysis of the books
      and records of the Debtors and the control and disposition
      of its assets;

   -- assist the Committee in its investigation of the acts
      conduct, assets, liabilities, and financial condition of the
      Debtors, the operation of the Debtors' business, and the
      desirability of the continuation of the business, and any
      other matters relevant to the case or to the formulation of
      a Plan; and

   -- assist and advise the Committee in its analysis of the
      Debtors' statements and schedules.

The hourly rates of HGH's personnel are:

         Peter A. Hoffmann               $300
         David N. Vannort                $300
         Joseph W. Koletar               $250
         Gary J. Gerhards                $225
         Lewis A. Weinfeld               $225
         Other Staff                     $180

If HGH is requested to testify, the expert witness fee for the
professionals for the time spent will be $50 per hour above these
rates.

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

                       About Money Tree

Bainbridge, Georgia-based The Money Tree Inc. --
http://www.moneytreeinc.com/-- operates a network of lending
branches across the Southeast, concentrated in Georgia, Florida
and Alabama.  The Company and four affiliates filed for Chapter 11
bankruptcy (Bankr. M.D. Ala. Case Nos. 11-12254 thru 11-12258) on
Dec. 16, 2011.  The other debtor-affiliates are Small Loans, Inc.,
The Money Tree of Louisiana, Inc., The Money Tree of Florida Inc.,
and The Money Tree of Georgia of Georgia Inc.  Judge William R.
Sawyer oversees the case, replacing Judge Dwight H. Williams, Jr.
Max A. Moseley, Esq., at Baker Donelson Bearman Caldwell & Berkow,
P.C., serves as the Debtors' counsel.  The Debtors hired Warren,
Averett, Kimbrough & Marino, LLC, as restructuring advisors.

Money Tree's consolidated balance sheet reported $34,859,189 in
assets, $92,655,010 in liabilities, and $57,795,821 in total
stockholders' deficit.  The Money Tree Inc. disclosed $73,413,612
in assets and $73,050,785 in liabilities as of the Chapter 11
filing.  The petitions were signed by Biladley D. Bellville,
president.

The Company's subsidiary, Best Buy Autos of Bainbridge Inc., is
not a party to the bankruptcy filing and intends to operate its
business in the ordinary course.

Greenberg Traurig, LLP represents the official committee of
unsecured creditors for the Debtors.  The Committee tapped HGH
Associates LLC as its accountants and financial advisors.


MONEY TREE: Wants to Hire Burr & Forman as Conflicts Counsel
------------------------------------------------------------
Small Loans Inc., et al., ask the U.S. Bankruptcy Court for the
Middle District of Alabama for permission to employ Burr & Forman
LLP as conflicts counsel.

Burr & Forman will represent the Debtors where Baker Donelson
Bearman Caldwell & Berkowitz, the Debtors' counsel, has an actual
or business conflict that prevents it from representing the
Debtors.

Marc P. Solomon, a partner at Burr & Forman, tells the Court that
the hourly rates of the firm's personnel are:

         Partners                 $350 - $525
         Associates               $200 - $320
         Legal Assistants          $85 - $175

Burr & Forman has requested for a $40,000 retainer to serve as
security for services to be performed postpetition.  The retainer
would be applied to Burr & Forman's final bill.

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

The firm can be reached at:

         Marc P. Solomon, Esq.
         Burr & Forman LLP
         420 North 20th Street, Suite 3400
         Birmingham, AL 35203
         Tel: (205) 458-5281
         Fax: (205) 244-5733
         E-mail: msolomon@burr.com

                       About Money Tree

Bainbridge, Georgia-based The Money Tree Inc. --
http://www.moneytreeinc.com/-- operates a network of lending
branches across the Southeast, concentrated in Georgia, Florida
and Alabama.  The Company and four affiliates filed for Chapter 11
bankruptcy (Bankr. M.D. Ala. Case Nos. 11-12254 thru 11-12258) on
Dec. 16, 2011.  The other debtor-affiliates are Small Loans, Inc.,

The Money Tree of Louisiana, Inc., The Money Tree of Florida Inc.,
and The Money Tree of Georgia of Georgia Inc.  Judge William R.
Sawyer oversees the case, replacing Judge Dwight H. Williams, Jr.
Max A. Moseley, Esq., at Baker Donelson Bearman Caldwell & Berkow,
P.C., serves as the Debtors' counsel.  The Debtors hired Warren,
Averett, Kimbrough & Marino, LLC, as restructuring advisors.


Money Tree's consolidated balance sheet reported $34,859,189 in
assets, $92,655,010 in liabilities, and $57,795,821 in total
stockholders' deficit.  The Money Tree Inc. disclosed $73,413,612
in assets and $73,050,785 in liabilities as of the Chapter 11
filing.  The petitions were signed by Biladley D. Bellville,
president.

The Company's subsidiary, Best Buy Autos of Bainbridge Inc., is
not a party to the bankruptcy filing and intends to operate its
business in the ordinary course.

Greenberg Traurig, LLP represents the official committee of
unsecured creditors for the Debtors.  The Committee tapped HGH
Associates LLC as its accountants and financial advisors.


MOVIE GALLERY: Collection Firm Seeks Probe for Breach of Contract
-----------------------------------------------------------------
Karlee Weinmann at Bankruptcy Law360 reports that Credit Control
Services Inc., hired by Movie Gallery Inc. to collect overdue late
fees, asked a judge Tuesday for permission to investigate the
onetime video rental giant and its liquidating trustee over an
alleged breach of contract and possible smear campaign against the
collector.

Law360 relates that CCS alleges that Movie Gallery breached its
contract with the debt collector by failing to provide documents
showing how much customers actually owed in late fees and other
charges, and has implied CCS was involved in a scam.

                        About Movie Gallery

Based in Wilsonville, Oregon, Movie Gallery, Inc., was the second
largest North American video and game rental company behind
Blockbuster Inc.  Movie Gallery operated stores in the U.S. and
Canada under the Movie Gallery, Hollywood Video and Game Crazy
brands.

Movie Gallery first filed for Chapter 11 bankruptcy protection
(Bankr. E.D. Va. Case Nos. 07-33849 to 07-33853) on Oct. 16, 2007.
Kirkland & Ellis LLP and Kutak Rock LLP represented the Debtors.
The Company emerged from bankruptcy on May 20, 2008, with private-
investment firms Sopris Capital Advisors LLC and Aspen Advisors
LLC as its principal owners.  William Kaye was appointed plan
administrator and litigation trustee.

Movie Gallery returned to Chapter 11 (Bankr. E.D. Va. Case No. 10-
30696) on Feb. 3, 2009.  Attorneys at Sonnenschein Nath &
Rosenthal LLP and Kutak Rock LLP represented the Debtors in their
second restructuring effort.  Kurtzman Carson Consultants served
as claims and notice agent.

In October 2010, a federal bankruptcy judge approved Movie
Gallery's liquidation plan, wherein most assets would go to
secured creditors, $5 million would go to unsecured creditors, and
shareholders would be wiped out.  The Plan had the support of the
Official Committee of Unsecured Creditors.


MUSCLEPHARM CORP: Incurs $23.3 Million Net Loss in 2011
-------------------------------------------------------
MusclePharm Corporation filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $23.28 million on $20.83 million of net sales in 2011,
compared with a net loss of $19.56 million on $4.04 million of net
sales in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $5.04 million
in total assets, $18.01 million in total liabilities and a $12.97
million total stockholders' deficit.

Berman & Company, P.A., in Boca Raton, Florida, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has a net loss of $23,280,950 and net cash used in operations of
$5,801,761 for the year ended Dec. 31, 2011; and has a working
capital deficit of $13,693,267, and a stockholders' deficit of
$12,971,212 at Dec. 31, 2011.

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

                        http://is.gd/7gPztC

                         About MusclePharm

Headquartered in Denver, Colorado, MusclePharm Corporation
(OTC BB: MSLP) -- http://www.muslepharm.com/-- is a healthy life-
style company that develops and manufactures a full line of
National Science Foundation approved nutritional supplements that
are 100% free of banned substances.  MusclePharm is sold in over
120 countries and available in over 5,000 U.S. retail outlets,
including GNC and Vitamin Shoppe.  MusclePharm products are also
sold in over 100 online stores, including bodybuilding.com,
Amazon.com and Vitacost.com.


NEBRASKA BOOK: Plan Outline Approved; May 30 Plan Hearing Set
-------------------------------------------------------------
The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware approved the adequacy of the disclosure
statement explaining the third amended Chapter 11 plan of
reorganization filed by Nebraska Book Company and its debtor-
affiliates.

Creditors have until May 21, 2012, to cast their votes on the
Debtors' plan.  Ballots must be filed at these following
addresses:

  a) For senior secured notes claims and 8.625% note claims:

     Nebraska Book Company Inc.
     Balloting Processing Center
     c/o Kurztman Carson Consultants LLC
     599 Lexington Avenue, 39th Floor
     New York, New York 10022

  b) For general unsecured claims:

     Nebraska Book Company Inc.
     Balloting Processing Center
     c/o Kurztman Carson Consultants LLC
     2335 Alaska Avenue
     El Segundo, California 90245

A confirmation hearing is set for May 30, 2012.  Objections to the
plan, if any, are due on May 21, 2012.

The Third Amended Plan groups claims against and interests in the
Debtors in 10 classes.  Holders of senior secured notes, 8.625%
notes and general unsecured claims are impaired and entitled to
vote.  The Plan outline projects this recovery for the impaired
classes:

                                    Recovery     Recovery
                                    Under        Under
                                    3rd Amended  Previous
     Claims           Est. Amount   Plan         Plan
     ------           -----------   --------     --------
     Senior Secured   $200 Mil.     81%          23%
     Notes

     8.625% Notes     $79 Mil.       3%          1.5%
     Claims

     General Unsec.   $11-$14 Mil.   4%          1.5%
     Claim

A full-text copy of the Third Amended Disclosure Statement is
available for free at:

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

                        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.


NEBRASKA BOOK: Court Approves $80MM New Money Term Loan Offering
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved:

   a) procedures for the implementation of the $80 million new
money first lien term loan offering contemplated by Nebraska Book
Company, Inc., et al.'s 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.

As reported in the Troubled Company Reporter on April 12, 2012,
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

                        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.


NEIL BUAMAN: Plans to File for Chapter 11 Protection
----------------------------------------------------
Messenger Post Newspaper reports that Neil Buaman, owner of Prime
restaurant and nearby office and commercial space he has developed
in the village of Webster, in Rochester, New York, said he may be
"forced into" filing for Chapter 11 bankruptcy protection later
this week due to ongoing disputes with his bank.

The report relates Mr. Buaman said the bank has already foreclosed
and the project is "under receivership," but he plans to counter-
sue.  Mr. Bauman did say he has been working to refinance the
project.  "We were in the process of negotiating a new deal," he
said.

According to the report, Mr. Bauman did stress that Prime
restaurant, at 40 E. Main St., Webster, is and will remain open
"indefinitely," since it is a separate entity from the rest of the
project.


NEMAN FINANCIAL: SEC Shuts Down Ponzi Scheme
--------------------------------------------
The Securities and Exchange Commission on April 13 obtained an
emergency court order to halt an ongoing Ponzi scheme that
targeted members of the Persian-Jewish community in Los Angeles.

The SEC alleges that for the past two years, Shervin Neman raised
more than $7.5 million from investors by claiming to be a hedge
fund manager.  Neman told investors that his purported hedge fund
-- Neman Financial L.P. -- invested in foreclosed residential
properties that would be quickly flipped for profit as well as in
Facebook shares obtained in private transactions and other highly
anticipated initial public offerings including Groupon, LinkedIn,
and Angie's List.  Although Neman promised investors exorbitant
returns resulting from his investing acumen and access to pre-IPO
shares of well-known companies, what they actually received was
simply other investors' money in hallmark Ponzi scheme fashion.

"Neman deceived members of his own community to raise money in
this fraudulent Ponzi scheme," said Michele Wein Layne, Associate
Regional Director of the SEC's Los Angeles Office."By exploiting
investors' trust in him, Neman was continually able to raise more
money to pay back existing investors and finance an extravagant
lifestyle."

The Honorable Jacqueline H. Nguyen for the U.S. District Court for
the Central District of California granted the SEC's request for a
temporary restraining order and asset freeze against Neman and the
entities he controlled.

According to the SEC's complaint, Neman raised funds from at least
11 investors in the fraudulent securities offering.  Most of the
investors are members of the Los Angeles Persian-Jewish community
along with Neman, who lives in the Century City area of Los
Angeles.  More than 99% of the money Neman raised was used either
to pay existing investors or fund his lavish lifestyle.  Neman
spent nearly $1.6 million of investor funds to buy jewelry and
high-end cars as well as to finance his wedding and honeymoon,
other vacations, and VIP tickets to sporting events.

The SEC's investigation was conducted by Cindy Eson of the Los
Angeles Regional Office.  Molly White will lead the litigation.
Joshua Bauder, Harden Sooper, and Yanna Stoyanoff conducted the
SEC examination that prompted the investigation.

Judge Nguyen has scheduled a court hearing for April 23 at 2 p.m.
on the SEC's motion for a preliminary injunction.


NEOMEDIA TECHNOLOGIES: Incurs $849,000 Net Loss in 2011
-------------------------------------------------------
NeoMedia Technologies, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $849,000 on $2.26 million of revenue in 2011, compared
with net income of $35.09 million on $1.52 million of revenue in
2010.

The Company's balance sheet at Dec. 31, 2011, showed $7.60 million
in total assets, $76.77 million in total liabilities, all current,
$5.08 million in series C convertible preferred stock, $1.39
million in series D preferred stock, and a $75.65 million total
shareholders' deficit.

For 2011, Kingery & Crouse, P.A, in Tampa, FL, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has suffered recurring losses from operations and has ongoing
requirements for additional capital investment.

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

                        http://is.gd/xBgZRt

                     About NeoMedia Technologies

Atlanta, Ga.-based NeoMedia Technologies, Inc., provides mobile
barcode scanning solutions.  The Company's technology allows
mobile devices with cameras to read 1D and 2D barcodes and provide
"one click" access to mobile content.


NETWORK CN: Incurs $2.1 Million Net Loss in 2011
------------------------------------------------
Network CN Inc. filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$2.10 million on $1.79 million of advertising services revenue in
2011, a net loss of $2.60 million on $2.20 million of advertising
services revenue in 2010, and a net loss of $37.38 million on
$1.26 million of advertising services revenue in 2009.

The Company's balance sheet at Dec. 31, 2011, showed $983,444 in
total assets, $6.03 million in total liabilities, and a
$5.05 million total stockholders' deficit.

For 2011, Baker Tilly Hong Kong Limited, in Hong Kong SAR,
expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company has incurred net losses for the years ended Dec. 31,
2011, 2010 and 2009 respectively.  Additionally, the Company used
net cash in operating activities of $388,278, $1,552,403 and
$5,428,273 for the years ended Dec. 31, 2011, 2010 and 2009
respectively.  As of Dec. 31, 2011 and 2010, the Company recorded
stockholders' deficit of $5,056,418 and $3,524,536 respectively.

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

                        http://is.gd/DnpYx7

                         About Network CN

Network CN Inc. (OTC QB: NWCN) -- http://www.ncnmedia.com/-- is
building a multi-media, multi-application out-of-home advertising
network in the key cities of China.  Network CN Inc. was
incorporated in the State of Delaware in 1993 and is headquartered
in Causeway Bay, Hong Kong.


NUVELL FINANCE: Case Summary & 4 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Nuvell Finance Group, LLC
        43471 Ridge Park Drive, Suite E
        Temecula, CA 92590

Bankruptcy Case No.: 12-19165

Chapter 11 Petition Date: April 13, 2012

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

Judge: Scott C. Clarkson

Debtor's Counsel: Jerald Scott Bennett, Esq.
                  LAW OFFICES OF J. SCOTT BENNETT
                  3780 Twelfth St.
                  Riverside, CA 92501
                  Tel: (951) 784-8320
                  Fax: (951) 784-8333
                  E-mail: scott@jscottbennettattorney.com

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

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

A copy of the Company's list of its four largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/cacb12-19165.pdf

The petition was signed by Carrie Michaels, secretary.


ORBITAL SCIENCES: Moody's Affirms 'Ba1' CFR; Outlook Negative
-------------------------------------------------------------
Moody's Investors Service has changed the rating outlook of
Orbital Sciences Corporation to negative from stable and lowered
the speculative grade liquidity rating to SGL-2 from SGL-1. Other
ratings, including the corporate family rating of Ba1, have been
affirmed.

The ratings are:

Corporate family, affirmed at Ba1

Probability of default, affirmed at Ba1

$300 million first lien revolving credit facility due 2016,
affirmed at Baa3, LGD2, to 24% from 26%

Speculative grade liquidity, to SGL-2 from SGL-1

Outlook, to Negative from Stable

Ratings Rationale

The outlook change reflects a long period of negative cash flow
from the lengthening developmental phase to build a rocket and
carry out cargo re-supply missions for the International Space
Station (ISS). Orbital's work on the project is comprised by two
agreements: Commercial Orbital Transportation Services (COTS, a
$465 million original value, shared research agreement) and
Commercial Resupply Services (CRS, a $2 billion original value,
fixed-price contract) with NASA. As a relatively small company in
the rocket and satellite business, Orbital's ability to maintain
cash flows while the project timeline extends is limited. Over
2010-2011 the cash flow deficit was $80 million and Orbital has
guided toward a 2012 deficit of $20 million. Further, Moody's
believes that in the more austere U.S. fiscal environment taking
hold, contracts that less readily evidence success could more
quickly face funding challenges. The COTS portion of the project
is now concluding and key performance milestones, such as
Orbital's initial flight demonstration have faced several delays
and are now scheduled for later in 2012. Until the project
actually progresses to the mission stage, uncertainty surrounds
prospects for ultimately realizing the project's more profitable
and cash generative period. CRS appears to be a NASA funding
priority in FY2013. Since the company's contracts are typically
funded on a year-by-year basis, revenue visibility beyond one year
is not high despite a large order backlog. Shifts within funding
for defense missile systems, another key business for Orbital,
could cause future earnings variability as well.

The Ba1 corporate family rating has been affirmed. As of December
2011, the company had more cash than debt ($259 million vs. $144
million). An established track record in the small to medium
class, Earth orbit rocket and satellite business and a
conservative balance sheet are favorable considerations. Further,
despite its small revenue base, Orbital historically focused on
the less-well-served small rocket launch and satellite niche where
the company's resourcefulness at efficiently adapting established
rocket and satellite technologies helped it carve out a
profitable, prime and subcontractor position despite modest scale
versus competitors. NASA's retirement of the space shuttle and
subsequent focus on seeking commercial vendors to undertake rocket
development and cargo missions for ISS provided an entry point for
Orbital to leverage its historical engineering competency into a
substantial and successful prime contract with large, long-term
return potential. Moody's believes that the company's ability to
compete for more lucrative prime contracts as a developer of
medium sized rockets could meaningfully grow with success of the
Antares rocket that Orbital is developing for CRS.

The speculative grade liquidity profile has been lowered to SGL-2
from SGL-1, denoting a good rather than very good liquidity
profile. The revision down considers closer proximity of the
January 2014 put date on $144 million of convertible debt and
expectation of a $20 million free cash flow deficit in 2012.
Beyond the high cash balance, an undrawn $300 million revolving
credit that expires 2016 and possesses ample covenant compliance
headroom supports the good profile. The SGL-2 acknowledges some
downside scenarios for CRS, particularly beyond January 2014
convertible put date, whereby large cash out/inflows associated
with the $2 billion contract could drive a need for revolver
borrowings.

The ratings could face pressure from expectation of debt to EBITDA
over 3x (1.6x at December 31, 2011), large contract losses, a
weakening liquidity profile or protracted period of low free cash
flow. Ratings stabilization would likely follow expectation of
strong and steady free cash flow generation-- on par with
historical levels, debt to EBITDA below 3x and a good liquidity
profile.

The principal methodology used in rating Orbital Sciences
Corporation was the Global Aerospace and Defense Industry
Methodology published in June 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.

Orbital Sciences Corporation, headquartered in Dulles, Virginia,
manufactures small space and missile systems for commercial, civil
government and military customers. Revenues in 2011 were $1.35
billion.


PACIFIC MONARCH: APA Amended to Include Two Real Properties
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
according to Pacific Monarch Resorts, Inc., et al.'s case docket,
approved the amendment to DPM Acquisition, LLC Asset Purchase
Agreement.

As reported in the Troubled Company Reporter on April 3, 2012, the
Debtors related that the amendment modifies Disclosure Schedule
11.14(a) to include: (i) an undivided, fractional interest in real
property owned by PMR in Las Vegas, Nevada, commonly referred to
as the Cancun Resort; and (ii) a single condominium unit owned by
PMR constituting unit A325 in the Cedar Breaks Lodge & Spa, Brian
Head, Utah.

The Debtors noted that these parcels of property were always
intended to be acquired by DPM and to represent part of the
consideration to DPM under the DPM APA.  By adding the legal
descriptions of the two interests in real property, the proposed
Amendment merely clarifies that the Additional Parcels will be
transferred to DPM upon the closing of the contemplated sale.

The Debtors stated that on Jan. 13, 2012, the Court approved the
sale of the Debtors' assets under the terms of the DPM APA.  DPM
constituted the "stalking-horse bid" for the sale.

                      About Pacific Monarch

Pacific Monarch Resorts, Inc., and its affiliated debtors operate
a "timeshare business" business.  The Debtors filed voluntary
Chapter 11 petitions (Bankr. C.D. Calif. Lead Case No. 11-24720)
on Oct. 24, 2011, disclosing $100 million to $500 million in both
assets and debts.  The affiliated debtors are Vacation Interval
Realty Inc., Vacation Marketing Group Inc., MGV Cabo LLC,
Desarrollo Cabo Azul, S. de R.L. de C.V., and Operadora MGVM S. de
R.L. de C.V.

Based in Laguna Hills, California, Pacific Monarch and its
affiliates generate revenue primarily from the sale and financing
of "vacation ownership points" in a timeshare program commonly
known and marketed as "Monarch Grand Vacations," a multi-location
vacation timeshare program that establishes a uniform plan for the
development, ownership, use and enjoyment of specified resort
accommodations for the benefit of its members.  MGV is a nonprofit
mutual benefit corporation whose members are timeshare owners, and
it is administered by a board of directors elected by MGV members.

As of the Petition Date, MGV owned Resort Accommodations within
these resorts: Palm Canyon Resort (Palm Springs), Riviera Oaks
Resort & Racquet Club (Ramona), Riviera Beach & Spa Resort -
Phases I and II (Dana Point), Riviera Shores Beach (Dana Point),
Cedar Breaks Lodge (Brian Head), Tahoe Seasons Resort (South Lake
Tahoe), Desert Isle of Palm Springs (Palm Springs), the Cancun
Resort (Las Vegas), and the Cabo Azul Resort (Los Cabos, Mexico).
Future Vacation Accommodations are currently in the pre-
development stage in Kona, Hawaii and Las Vegas, Nevada.
Additionally, the Cabo Azul Resort has construction in progress on
two buildings.

The Pacific Monarch entities do not include the entities that
actually own the timeshare properties that have been dedicated to
use by the purchasers of timeshare points.  The trusts that own
the properties are not liable for the Pacific Monarch entities'
obligations.

MGV is not a debtor.

Judge Erithe A. Smith presides over the jointly administered
cases.  Lawyers at Stutman, Treister & Glatt PC, in Los Angeles,
serve as counsel to the Debtors.  The petition was signed by Mark
D. Post, chief executive officer and director.

Houlihan Lokey Capital, Inc., serves as investment baker to the
Debtors.  Raymond J. Gaskill, Esq., represents the Debtors as
special timeshare counsel.  Greenberg, Whitcombe & Takeuchi, LLP,
serves as the Debtors' special counsel for employment and labor
matters.  Lesley, Thomas, Schwarz & Postma, Inc., serves as the
Debtors' tax and vacation ownership points accountants.  White &
Case LLP is the Debtors' special tax counsel.

Attorneys at Brinkman Portillo Ronk, PC, serve as counsel to the
Official Committee of Unsecured Creditors.

Creditor Ikon Financial Services is represented by Christine R.
Etheridge.  Creditor California Bank & Trust is represented in the
case by Michael G. Fletcher at Frandzel Robins Bloom & Csato, L.C.
Marshall F. Goldberg, Esq. at Glass & Goldberg argues for creditor
Fifth Third Bank.  Creditor The Macerich Company is represented by
Brian D. Huben, Esq. at Katten Muchin Rosenman LLP.  Interested
Party DPM Acquisition is represented by Joshua D. Wayser, Esq. at
Katten Muchin Rosenman LLP.


PACIFIC MONARCH: Can Use Resort Finance's Cash Until April 20
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
approved a third stipulation extending Pacific Monarch Resorts,
Inc., et al.'s use of cash collateral until April 20, 2012, or
upon the occurrence of a "termination event."

Resort Finance America, LLC has consented to the extension after
the Debtor informed RFA that the asset sale to DPM Acquisition,
LLC is not expected to occur by March 30, but is anticipated to
close on or before April 20.  The cash collateral use will be on
substantially the same terms and conditions set forth in the final
cash collateral order, other than as set forth in the third
stipulation, in order to fund the Debtors' operations through the
new anticipated closing date.

Pursuant to the final cash collateral order dated Dec. 15, 2011,
the outside date for the use of cash collateral was originally
defined as Jan. 25, 2012.  Paragraph 18 of the final cash
collateral order provided that in the event the Debtors and RFA
agree to extend the use of cash collateral beyond the outside
date, the Debtors and RFA may enter into a stipulation with a new
budget and file the stipulation with a proposed order with the
Court without the need for a further hearing.

In this relation, the Court has approved the amendment to DPM
Asset Purchase Agreement.

The Debtors related that the amendment modifies Disclosure
Schedule 11.14(a) to include: (i) an undivided, fractional
interest in real property owned by PMR in Las Vegas, Nevada,
commonly referred to as the Cancun Resort; and (ii) a single
condominium unit owned by PMR constituting unit A325 in the Cedar
Breaks Lodge & Spa, Brian Head, Utah.

                      About Pacific Monarch

Pacific Monarch Resorts, Inc., and its affiliated debtors operate
a "timeshare business" business.  The Debtors filed voluntary
Chapter 11 petitions (Bankr. C.D. Calif. Lead Case No. 11-24720)
on Oct. 24, 2011, disclosing $100 million to $500 million in both
assets and debts.  The affiliated debtors are Vacation Interval
Realty Inc., Vacation Marketing Group Inc., MGV Cabo LLC,
Desarrollo Cabo Azul, S. de R.L. de C.V., and Operadora MGVM S. de
R.L. de C.V.

Based in Laguna Hills, California, Pacific Monarch and its
affiliates generate revenue primarily from the sale and financing
of "vacation ownership points" in a timeshare program commonly
known and marketed as "Monarch Grand Vacations," a multi-location
vacation timeshare program that establishes a uniform plan for the
development, ownership, use and enjoyment of specified resort
accommodations for the benefit of its members.  MGV is a nonprofit
mutual benefit corporation whose members are timeshare owners, and
it is administered by a board of directors elected by MGV members.

As of the Petition Date, MGV owned Resort Accommodations within
these resorts: Palm Canyon Resort (Palm Springs), Riviera Oaks
Resort & Racquet Club (Ramona), Riviera Beach & Spa Resort -
Phases I and II (Dana Point), Riviera Shores Beach (Dana Point),
Cedar Breaks Lodge (Brian Head), Tahoe Seasons Resort (South Lake
Tahoe), Desert Isle of Palm Springs (Palm Springs), the Cancun
Resort (Las Vegas), and the Cabo Azul Resort (Los Cabos, Mexico).
Future Vacation Accommodations are currently in the pre-
development stage in Kona, Hawaii and Las Vegas, Nevada.
Additionally, the Cabo Azul Resort has construction in progress on
two buildings.

The Pacific Monarch entities do not include the entities that
actually own the timeshare properties that have been dedicated to
use by the purchasers of timeshare points.  The trusts that own
the properties are not liable for the Pacific Monarch entities'
obligations.

MGV is not a debtor.

Judge Erithe A. Smith presides over the jointly administered
cases.  Lawyers at Stutman, Treister & Glatt PC, in Los Angeles,
serve as counsel to the Debtors.  The petition was signed by Mark
D. Post, chief executive officer and director.

Houlihan Lokey Capital, Inc., serves as investment baker to the
Debtors.  Raymond J. Gaskill, Esq., represents the Debtors as
special timeshare counsel.  Greenberg, Whitcombe & Takeuchi, LLP,
serves as the Debtors' special counsel for employment and labor
matters.  Lesley, Thomas, Schwarz & Postma, Inc., serves as the
Debtors' tax and vacation ownership points accountants.  White &
Case LLP is the Debtors' special tax counsel.

Attorneys at Brinkman Portillo Ronk, PC, serve as counsel to the
Official Committee of Unsecured Creditors.

Creditor Ikon Financial Services is represented by Christine R.
Etheridge.  Creditor California Bank & Trust is represented in the
case by Michael G. Fletcher at Frandzel Robins Bloom & Csato, L.C.
Marshall F. Goldberg, Esq. at Glass & Goldberg argues for creditor
Fifth Third Bank.  Creditor The Macerich Company is represented by
Brian D. Huben, Esq. at Katten Muchin Rosenman LLP.  Interested
Party DPM Acquisition is represented by Joshua D. Wayser, Esq. at
Katten Muchin Rosenman LLP.


PARADISE HOSPITALITY: American Property Approved as Analysts
------------------------------------------------------------
The Hon. Erithe A. Smith of the U.S. Bankruptcy Court for the
Central District of California authorized Paradise Hospitality,
Inc., to employ American Property Analysts, Inc. as appraiser.

The Debtor relates that an appraiser is necessary to value the
properties and formulate a plan of reorganization, including an
analysis of the best interest of creditors test.  The Debtor owns
two principal assets: a retail strip center located in Arkansas
and the Grand Plaza Hotel, located in Toledo, Ohio.

William P. Szabo, a principal of American, tells the Court that he
will be responsible for appraising the hotel, while his partner
Jeffrey T. Upton will be responsible for appraising the retail
center.  American has not been paid any money by the Debtor.

The Debtor and American have agreed, subject to Court approval,
that American will be paid a total fixed amount of $19,400 to
appraise both properties, inclusive of all expenses as for travel,
temporary licensure, and data research.  Of the total amount,
$9,700 will be paid upon the Court's approval of the application.
The balance of $9,700 will be paid to American upon completion of
the appraisal reports.

Ms. Szabo assures the Court that American is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                    About Paradise Hospitality

Based in Fullerton, California, Paradise Hospitality, Inc., owns a
hotel located in Toledo, Ohio and a retail shopping center in El
Dorado, Arkansas.  The Debtor currently manages and operates the
Hotel.  Haydn Cutler company currently manages the Retail Center.
The Company filed for Chapter 11 bankruptcy (Bankr. C.D. Calif.
Case No. 11-24847) on Oct. 26, 2011, about three weeks after it
lost the right to use the Crowne Plaza for its hotel.  For now,
the hotel has been renamed Plaza Hotel Downtown Toledo.

Judge Erithe A. Smith presides over the case.  Sam S. Oh, Esq. --
sam.oh@limruger.com -- at Lim, Ruger & Kim, LLP, serves as the
Debtor's counsel.  The Debtor disclosed $15,628,687 in assets and
$21,430,333 in liabilities as of the Chapter 11 filing.  The
petition was signed by the Debtor's president, Dae In Kim, a
Korean businessman who lives in southern California.


PARADISE HOSPITALITY: Creditor Wants Exclusive Periods Terminated
-----------------------------------------------------------------
Senior secured creditor RREF WB Acquisitions, LLC,, asks the U.S.
Bankruptcy Court for the Central District of California to
terminate the exclusive rights of Paradise Hospitality, Inc., to
file and solicit acceptances for the proposed chapter 11 plan.

The Debtor sought to extend its exclusive period to file a plan
through June 22, 2012, and to extend its exclusive period to
confirm a plan through Aug. 21, 2012.

The Debtor stipulated that it owes RREF not less than $10,327,968
on loans secured by the hotel and related collateral and not less
than $3,449,436 on loans secured by the retail property.

According to RREF, among other reasons,

   -- the Debtor is not acting in the best interests of its
creditors;

   -- there is no realistic possibility that the Debtor will ever
propose a viable plan regarding one of its principal assets -- the
Grand Plaza Hotel located in Toledo, Ohio;

   -- the Debtor has not commenced negotiations with its
creditors, and does not intend to do so until its sole shareholder
-- Dae In Kim, also known as Andy Kim's equity position is
preserved; and

   -- an extension works to the creditors' disadvantage.

                    About Paradise Hospitality

Based in Fullerton, California, Paradise Hospitality, Inc., owns a
hotel located in Toledo, Ohio and a retail shopping center in El
Dorado, Arkansas.  The Debtor currently manages and operates the
Hotel.  Haydn Cutler company currently manages the Retail Center.
The Company filed for Chapter 11 bankruptcy (Bankr. C.D. Calif.
Case No. 11-24847) on Oct. 26, 2011, about three weeks after it
lost the right to use the Crowne Plaza for its hotel.  For now,
the hotel has been renamed Plaza Hotel Downtown Toledo.

Judge Erithe A. Smith presides over the case.  Sam S. Oh, Esq. --
sam.oh@limruger.com -- at Lim, Ruger & Kim, LLP, serves as the
Debtor's counsel.  The Debtor disclosed $15,628,687 in assets and
$21,430,333 in liabilities as of the Chapter 11 filing.  The
petition was signed by the Debtor's president, Dae In Kim, a
Korean businessman who lives in southern California.


PINNACLE AIRLINES: Crash Victims Get Creditors' Committee Seat
--------------------------------------------------------------
Jack Nicas, writing for The Wall Street Journal, reports that John
Kausner, a New York contractor whose daughter died in the 2009
crash of a Pinnacle Airlines Corp. plane, has won a seat on the
carrier's creditors committee, as victims' relatives from that
disaster press their claims to potential legal damages cast into
doubt by Pinnacle's bankruptcy filing.

As reported by the Troubled Company Reporter on April 12, 2012,
Tracy Hope Davis, the United States Trustee for Region 2,
appointed seven members to the Official Committee of Unsecured
Creditors.  The Committee members are the United Steelworkers, the
Airline Pilots Association, Goodrich Corporation, Bombardier Inc.,
Siemens Financial Services, Inc., Continental Airlines, and The
Estate of Ellyce M. Kausner, deceased.

WSJ notes Pinnacle's Chapter 11 filing put a hold on the 23
pending wrongful-death suits against the airline from Continental
Airlines Flight 3407, which was operated by Pinnacle unit Colgan
Air and crashed near Buffalo, New York, in February 2009, killing
50, including Mr. Kausner's daughter Ellyce.  Pinnacle has settled
24 other claims stemming from the crash.

According to WSJ, Pinnacle's bankruptcy increased the probability
that victims' families won't fully reap the damages that they
might win in those lawsuits.  The lawsuits, meanwhile, have
clouded the prospects of Pinnacle's emergence from bankruptcy.
Pinnacle had just $45 million on April 1, and a punitive-damages
ruling could reach tens of millions of dollars, said Justin T.
Green, Esq., an attorney for several of the families.

Pinnacle's bankruptcy "puts the families in a tough position," Mr.
Green said. "But at the same time, the [families'] claims pose a
major problem for Delta, and for Pinnacle to come out of this
bankruptcy."

WSJ relates Pinnacle filed a motion last week which leaves the
victims' families with a difficult decision: drop claims against
Pinnacle and take an easier route -- for potentially less money --
against its insurance company, or maintain its claims against
Pinnacle and remain stalled in bankruptcy court for many months.

According to WSJ, Mr. Green said many of the families are
reluctant to remove their suits from bankruptcy court and seek
damages only against Pinnacle's insurance company because they
want to see Pinnacle punished for its actions relating to Flight
3407.  A federal report on the crash faulted pilot error, but also
inadequate safety standards at the airline.

"We're really just interested in a judge saying they're
responsible," said Mr. Kausner, the families' representative on
the creditors' committee, according to WSJ.  "There's no money to
replace my daughter. Would I take some satisfaction in driving
them out of business? Yeah. There must be an airline that can do a
better job."

WSJ notes it's unclear if Pinnacle's insurance would cover
punitive damages. If a court applies the law in New York, where
the crash occurred, Pinnacle's insurance may only cover
compensatory damages.  That would mean families would be unable to
reap a potential award of tens of millions of dollars if they
dropped their claims against Pinnacle, or if they keep their
claims against Pinnacle and the airline liquidates, Mr. Green
said.

If the families keep their claims against Pinnacle instead of its
insurance, their suits will remain on hold in bankruptcy court,
Mr. Green said, according to WSJ.  The report notes the bankruptcy
judge could eventually adjudicate the lawsuits, or the airline
could run out of money.  "They've already waited three years for
justice.  Now they're looking at potentially another year, year-
and-a-half delay," he said.

                  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.

A seven-member official committee of unsecured creditors has been
appointed in the case.


PINNACLE AIRLINES: Wants to Ink Stipulation with Aircraft Parties
-----------------------------------------------------------------
Pinnacle Airlines Corp., et al., ask the U.S. Bankruptcy Court for
the Southern District of New York for authority to:

   i) perform their respective obligations under certain leases,
subleases and secured financings and related agreements relating
to certain Aircraft Equipment;

  ii) make payments and take other actions as may be necessary to
cure defaults, if any, under the Aircraft Agreements that are the
subject of 1110(a) Elections and thereby retain the protection of
the automatic stay with respect to the Aircraft Equipment that are
the subject of such 1110(a) Elections;

iii) enter into stipulations with the relevant Aircraft Parties
(consist of any non-Debtor person or entity that is party to any
Aircraft Agreement with any of the Debtors) under section 1110(b)
of the Bankruptcy Code to extend the 60-day period by which the
Debtors must make their 1110(a) Elections; and

  iv) file redacted Notices of Election Pursuant to Section
1110(a) of the Bankruptcy Code and 1110(b) Stipulations pursuant
to section 107(b) of the Bankruptcy Code and Rule 9018 of the
Federal Rules of Bankruptcy Procedure.

The Debtors explain that these procedures will allow for an
orderly and efficient process than requiring the Debtors to file
separate motions, and to schedule individual court hearings, with
respect to each 1110(a) Election and 1110(b) Stipulation.

The Debtors note that their fleet consists of 268 aircraft of
different model types and related equipment.  The aircraft include
15 Bombardier Q400 Classic aircraft, 16 Bombardier Q400 NextGen
aircraft, 57 Bombardier CRJ900 aircraft, 141 Bombardier CRJ200
aircraft, 31 Saab 340B aircraft and eight Saab 340B+ aircraft.
The substantial majority of the fleet, together with other
Aircraft Equipment, is subject to leases, subleases or financing
arrangements that may be subject to the provisions of section 1110
of the Bankruptcy Code.  About 32% of the Aircraft Equipment is
owned by the Debtors and encumbered by financings with various
financing parties.  The remaining Aircraft Equipment is leased or
subleased pursuant to operating leases.

The Debtors, anticipating that it might become necessary to file
for protection under chapter 11, began analyzing their existing
Aircraft Agreements, formulating restructuring strategies and
initiating conversations with certain Aircraft Parties prior to
the Petition Date.  As a result, the Debtors have already sought
bankruptcy court approval of amendments to their operating
agreements with Delta Air Lines, Inc. and an orderly wind-down of
the Debtors' operations with United Air Lines, Inc.

Pursuant to the stipulation, the Aircraft Parties have agreed to
the extension of the Section 1110 Period, and the continued
effectiveness of this Stipulation is subject to these conditions:

   a) the Debtor's compliance with each and every term of this
Stipulation during the Extension Period; and

   b) the Debtor's taking all actions reasonably necessary to
ensure that there are no Events of Default (other than (i) Events
of Default based on the failure to pay amounts due thereunder or
referenced therein and not otherwise expressly required to be paid
under this Stipulation, (ii) Events of Default of a kind specified
in section 365(b)(2) of the Bankruptcy Code, (iii) Events of
Default based on defaults under other indebtedness or lease or
other obligations of any of the Debtors, or (iv) Events of Default
based on a failure to comply with financial covenants), during
the Extension Period.

The Debtors note that they have not yet reached agreement with all
Aircraft Parties.

                 Rejection of Executory Contracts

In a separate filing, the Debtor also ask that the Court approve
the procedures for the rejection of executory contracts and
unexpired leases and subleases, and for the abandonment of
personal property associated with rejected leases.

The Debtors explain that procedures will facilitate the rejection
of contracts and leases that are not benefiting the estates and
cannot profitably be assumed and assigned to a third party.

                    Sale of De Minimis Assets

The Debtors further requested authorization to (i) sell certain
obsolete, surplus or burdensome assets having a sale price of
$3,000,000 or less where such sale is arguably outside the
ordinary course of the Debtors' business and (ii) abandon any de
minimis assets where a sale cannot be consummated at a price
greater than the costs of sale.

The Debtors set an April 25, 2012, hearing at 9:45 a.m.
(prevailing Eastern Time) on these requests.  Objections, if any,
are due April 18, at 4:00 p.m.

                 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: Taps E&Y as Auditor, Akin Gump as Counsel
------------------------------------------------------------
BankruptcyData.com reports that Pinnacle Airlines filed with the
U.S. Bankruptcy Court motions to retain:

   * Ernst & Young (Contact: Matthew Stone) as independent
     auditor for these hourly rates: specialist partner at
     $785, specialist senior manager at $630, partner at
     $525, executive director at $450, senior manager at
     $360, manager at $300, senior at $195, and staff at
     $135; and

   * Akin Gump Strauss Hauer & Feld (Contact: Lisa G.
     Beckerman) as conflicts counsel for these hourly
     rates: partner at $570 to $1,200, senior counsel at
     $425 to $865, counsel at $530 to $625, associate at
     $335 to $630, and paraprofessional at $130 to $315.

                   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.


PLATINUM PROPERTIES: Has Until Aug. 17 to File Reorganization Plan
------------------------------------------------------------------
The Hon. Basil H. Lorch III of the U.S. Bankruptcy Court for the
Southern District of Indiana extended Platinum Properties, LLC, et
al.'s exclusive periods to file and solicit acceptances for the
proposed Plan of Reorganization until Aug. 17, 2012, and Oct. 18,
respectively.

              About Platinum Properties and PPV LLC

Indianapolis, Indiana-based Platinum Properties, LLC, is a
residential real estate developer.  Platinum acquires land,
designs the projects, obtains zoning and other approvals, and
constructs roads, drainage, utilities, and other infrastructure of
residential subdivisions.  Platinum then sells the finished,
platted lots.  Platinum also has an ownership interest in several
special purpose entities that in turn own, operate and manage
individual projects.

PPV LLC is a joint venture between Platinum and a non-debtor
entity, Pittman Partners, Inc., each of whom hold an equity
interest in PPV.  PPV owned four projects directly and owns 100%
of the membership interest of Sweet Charity Estates, LLC.

Platinum Properties and PPV LLC filed for Chapter 11 protection
(Bankr. S.D. Ind. Case Nos. 11-05140 and 11-05141) on April 25,
2011.  Lawyers at Baker & Daniels LLP, in Indianapolis, Indiana,
serve as the Debtors' bankruptcy counsel.  Platinum Properties
disclosed $14,624,722 in assets and $181,990,960 in liabilities as
of the Chapter 11 filing.

The U.S Trustee has not yet appointed a creditors committee in the
Debtor's case.  The U.S. Trustee reserves the right to appoint
such a committee should interest developed among the creditors.


PLATINUM PROPERTIES: Has Until Nov. 21 to Assume Property Lease
---------------------------------------------------------------
The Hon. Basil H. Lorch III of the U.S. Bankruptcy Court for the
Southern District of Indiana extended until Nov. 21, 2012,
Platinum Properties, LLC, et al.'s time to assume a lease of
nonresidential real property.

              About Platinum Properties and PPV LLC

Indianapolis, Indiana-based Platinum Properties, LLC, is a
residential real estate developer.  Platinum acquires land,
designs the projects, obtains zoning and other approvals, and
constructs roads, drainage, utilities, and other infrastructure of
residential subdivisions.  Platinum then sells the finished,
platted lots.  Platinum also has an ownership interest in several
special purpose entities that in turn own, operate and manage
individual projects.

PPV LLC is a joint venture between Platinum and a non-debtor
entity, Pittman Partners, Inc., each of whom hold an equity
interest in PPV.  PPV owned four projects directly and owns 100%
of the membership interest of Sweet Charity Estates, LLC.

Platinum Properties and PPV LLC filed for Chapter 11 protection
(Bankr. S.D. Ind. Case Nos. 11-05140 and 11-05141) on April 25,
2011.  Lawyers at Baker & Daniels LLP, in Indianapolis, Indiana,
serve as the Debtors' bankruptcy counsel.  Platinum Properties
disclosed $14,624,722 in assets and $181,990,960 in liabilities as
of the Chapter 11 filing.

The U.S Trustee has not yet appointed a creditors committee in the
Debtor's case.  The U.S. Trustee reserves the right to appoint
such a committee should interest developed among the creditors.


PMI GROUP: Has Until May 21 to Propose Chapter 11 Plan
------------------------------------------------------
The Hon. Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware extended The PMI Group, Inc.'s exclusive
periods to file and solicit acceptances for the proposed Chapter
11 plan until May 21, 2012, and July 20, respectively.

                       About The PMI Group

Del.-based The PMI Group, Inc., is an insurance holding company
whose stock had, until Oct. 21, 2011, been publicly-traded on the
New York Stock Exchange.  Through its principal regulated
subsidiary, PMI Mortgage Insurance Co., and its affiliated
companies, the Debtor provides residential mortgage insurance in
the United States.

The PMI Group filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 11-13730) on Nov. 23, 2011.  In its schedules, the Debtor
disclosed $167,963,354 in assets and $770,362,195 in liabilities.
Stephen Smith signed the petition as chairman, chief executive
officer, president and chief operating officer.

The Debtor said in the filing that it does not have the financial
resources to pay the outstanding principal amount of the 4.50%
Convertible Senior Notes, 6.000% Senior Notes and the 6.625%
Senior Notes if those amounts were to become due and payable.

The Debtor is represented by James L. Patton, Esq., Pauline K.
Morgan, Esq., Kara Hammond Coyle, Esq., and Joseph M. Barry, Esq.,
at Young Conaway Stargatt & Taylor LLP.


REDDY ICE: Wins Interim Approval to Hire Kurtzman as Claims Agent
-----------------------------------------------------------------
BankruptcyData.com reports that Reddy Ice Holdings filed with the
U.S. Bankruptcy Court a motion to retain Kurtzman Carson
Consultants (Contact: Albert Kass) as claims agent.
BankruptcyData.com relates that the motion was approved for the
interim, and will be considered for final approval at a hearing
scheduled for May 5, 2012.

                         About Reddy Ice

Reddy Ice Holdings Inc. and wholly owned subsidiary Reddy Ice
Corp. manufacture and distribute packaged ice in the United
States.  As of Dec. 31, 2011, the Company had assets totaling $434
million and total liabilities of $531 million.  The bulk of the
liabilities were total debt outstanding of $471.5 million.

Reddy Holdings and Reddy Corp. on April 12, 2012, filed voluntary
Chapter 11 bankruptcy petitions (Bankr. N.D. Tex. Case Nos. 12-
32349 and 12-32350) together with a plan of reorganization and
accompanying disclosure statement to complete a previously
announced plan to strengthen its balance sheet and ensure strong
financial footing for the future.  As part of the restructuring,
Reddy Ice seeks to pursue a strategic acquisition of all or
substantially all of the businesses and assets of Arctic Glacier
Income Fund and its subsidiaries, including Arctic Glacier Inc., a
major producer, marketer and distributor of packaged ice in North
America.

Arctic Glacier on Feb. 22, 2012, filed for protection under the
Companies' Creditors Arrangement Act in Canada and Chapter 15 of
the Bankruptcy Code in the United States.  Arctic is seeking sale
or investment proposals from qualified bidders.

Reddy Ice's Plan provides for the restructuring of the Company's
obligations with respect to $300 million of First Lien Notes;
$139.4 million of Second Lien Notes; and $11.7 million of Discount
Notes.  If the Plan is approved, all Second Lien Notes will be
exchanged and will be retired and cancelled and all Discount Notes
will be cancelled.  Reddy Ice said the Plan has the support of a
majority of its lenders and major creditors, led by Centerbridge
Capital Partners II, L.P.

Entities entitled to vote on the Plan have until May 9, 2012, to
cast their ballot.  The Debtors have asked the Court to hold a
combined hearing to approve the Disclosure Statement and confirm
the Plan no later than May 18, 2012.

Judge Stacey G. Jernigan presides over the case.  Reddy Ice's
legal advisor on the restructuring is DLA Piper LLP (US) and its
financial advisors are Jefferies & Company, Inc. and FTI
Consulting, Inc.  Kurtzman Carson Consultants serves as claims and
notice agent.

Centerbridge Partners is represented by Jonathan S. Zinman, Esq.,
Joshua A. Sussberg, Esq., James H.M. Sprayregen, Esq., and Anup
Sathy, Esq., at Kirkland & Ellis.

Macquarie Bank Limited is represented by Sarah Hiltz Seewer, Esq.,
and David R. Seligman, Esq., also at Kirkland & Ellis.

The ad hoc group of First Lien and Second Lien Noteholders is
represented by Joshua Andrew Feltman, Esq., at Wachtell Lipton
Rosen & Katz.  Wells Fargo Bank, National Association, serves as
First Lien and Second Lien Agent.


REDDY ICE: Section 341(a) Meeting Scheduled for May 22
------------------------------------------------------
The U.S. Trustee for Region 6 will convene a meeting of creditors
in Reddy Ice Holdings, Inc., and Reddy Ice Corporation's Chapter
11 cases on May 22, 2012, at 1:00 p.m.  The meeting will be held
at Dallas, Room 976.

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.

The Court also set Aug. 20 as the deadline for any individual or
entity to file proofs of claim against the Debtors.

                          About Reddy Ice

Reddy Ice Holdings Inc. and wholly owned subsidiary Reddy Ice
Corp. manufacture and distribute packaged ice in the United
States.  As of Dec. 31, 2011, the Company had assets totaling $434
million and total liabilities of $531 million.  The bulk of the
liabilities were total debt outstanding of $471.5 million.

Reddy Holdings and Reddy Corp. on April 12, 2012, filed voluntary
Chapter 11 bankruptcy petitions (Bankr. N.D. Tex. Case Nos. 12-
32349 and 12-32350) together with a plan of reorganization and
accompanying disclosure statement to complete a previously
announced plan to strengthen its balance sheet and ensure strong
financial footing for the future.  As part of the restructuring,
Reddy Ice seeks to pursue a strategic acquisition of all or
substantially all of the businesses and assets of Arctic Glacier
Income Fund and its subsidiaries, including Arctic Glacier Inc., a
major producer, marketer and distributor of packaged ice in North
America.

Arctic Glacier on Feb. 22, 2012, filed for protection under the
Companies' Creditors Arrangement Act in Canada and Chapter 15 of
the Bankruptcy Code in the United States.  Arctic is seeking sale
or investment proposals from qualified bidders.

Reddy Ice's Plan provides for the restructuring of the Company's
obligations with respect to $300 million of First Lien Notes;
$139.4 million of Second Lien Notes; and $11.7 million of Discount
Notes.  If the Plan is approved, all Second Lien Notes will be
exchanged and will be retired and cancelled and all Discount Notes
will be cancelled.  Reddy Ice said the Plan has the support of a
majority of its lenders and major creditors, led by Centerbridge
Capital Partners II, L.P.

Entities entitled to vote on the Plan have until May 9, 2012, to
cast their ballot.  The Debtors have asked the Court to hold a
combined hearing to approve the Disclosure Statement and confirm
the Plan no later than May 18, 2012.

Judge Stacey G. Jernigan presides over the case.  Reddy Ice's
legal advisor on the restructuring is DLA Piper LLP (US) and its
financial advisors are Jefferies & Company, Inc. and FTI
Consulting, Inc.  Kurtzman Carson Consultants serves as claims and
notice agent.

Centerbridge Partners is represented by Jonathan S. Zinman, Esq.,
Joshua A. Sussberg, Esq., James H.M. Sprayregen, Esq., and Anup
Sathy, Esq., at Kirkland & Ellis.

Macquarie Bank Limited is represented by Sarah Hiltz Seewer, Esq.,
and David R. Seligman, Esq., also at Kirkland & Ellis.

The ad hoc group of First Lien and Second Lien Noteholders is
represented by Joshua Andrew Feltman, Esq., at Wachtell Lipton
Rosen & Katz.  Wells Fargo Bank, National Association, serves as
First Lien and Second Lien Agent.


REDDY ICE: Taps KCC as Notice, Claims and Solicitation Agent
------------------------------------------------------------
Reddy Ice Holdings, Inc., and Reddy Ice Corporation ask the U.S.
Bankruptcy Court for the Northern District of Texas for permission
to employ Kurtzman Carson Consultants LLC as notice, claims and
solicitation agent.

Albert Kass, vice president of corporate restructuring services of
KCC, tells the Court that the consulting services & rates of KCC's
personnel are:

   Position                     Hourly Rate    25% Discounted Rate
   --------                     -----------    -------------------
Clerical                         $40 -  $60          $30 -  $45
Project Specialist               $80 - $140          $60 - $105
Technology/Programming
   Consultant                   $100 - $200          $75 - $150
Consultant                      $125 - $200          $93 - $150
Senior Consultant               $225 - $275         $168 - $206
Senior Managing Consultant          $295                $221
Weekend, holidays and overtime     Waived              Waived
Travel expenses and working meals  Waived              Waived

Mr. Kass assures the Court that KCC is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code.

                            About Reddy Ice

Reddy Ice Holdings Inc. and wholly owned subsidiary Reddy Ice
Corp. manufacture and distribute packaged ice in the United
States.  As of Dec. 31, 2011, the Company had assets totaling $434
million and total liabilities of $531 million.  The bulk of the
liabilities were total debt outstanding of $471.5 million.

Reddy Holdings and Reddy Corp. on April 12, 2012, filed voluntary
Chapter 11 bankruptcy petitions (Bankr. N.D. Tex. Case Nos. 12-
32349 and 12-32350) together with a plan of reorganization and
accompanying disclosure statement to complete a previously
announced plan to strengthen its balance sheet and ensure strong
financial footing for the future.  As part of the restructuring,
Reddy Ice seeks to pursue a strategic acquisition of all or
substantially all of the businesses and assets of Arctic Glacier
Income Fund and its subsidiaries, including Arctic Glacier Inc., a
major producer, marketer and distributor of packaged ice in North
America.

Arctic Glacier on Feb. 22, 2012, filed for protection under the
Companies' Creditors Arrangement Act in Canada and Chapter 15 of
the Bankruptcy Code in the United States.  Arctic is seeking sale
or investment proposals from qualified bidders.

Reddy Ice's Plan provides for the restructuring of the Company's
obligations with respect to $300 million of First Lien Notes;
$139.4 million of Second Lien Notes; and $11.7 million of Discount
Notes.  If the Plan is approved, all Second Lien Notes will be
exchanged and will be retired and cancelled and all Discount Notes
will be cancelled.  Reddy Ice said the Plan has the support of a
majority of its lenders and major creditors, led by Centerbridge
Capital Partners II, L.P.

Entities entitled to vote on the Plan have until May 9, 2012, to
cast their ballot.  The Debtors have asked the Court to hold a
combined hearing to approve the Disclosure Statement and confirm
the Plan no later than May 18, 2012.

Judge Stacey G. Jernigan presides over the case.  Reddy Ice's
legal advisor on the restructuring is DLA Piper LLP (US) and its
financial advisors are Jefferies & Company, Inc. and FTI
Consulting, Inc.  Kurtzman Carson Consultants serves as claims and
notice agent.

Centerbridge Partners is represented by Jonathan S. Zinman, Esq.,
Joshua A. Sussberg, Esq., James H.M. Sprayregen, Esq., and Anup
Sathy, Esq., at Kirkland & Ellis.

Macquarie Bank Limited is represented by Sarah Hiltz Seewer, Esq.,
and David R. Seligman, Esq., also at Kirkland & Ellis.

The ad hoc group of First Lien and Second Lien Noteholders is
represented by Joshua Andrew Feltman, Esq., at Wachtell Lipton
Rosen & Katz.  Wells Fargo Bank, National Association, serves as
First Lien and Second Lien Agent.


REDDY ICE: Wants to Pay $3.5-Mil. of Critical Vendors' Claims
-------------------------------------------------------------
Reddy Ice Holdings, Inc., and Reddy Ice Corporation ask the U.S.
Bankruptcy Court for the Northern District of Texas for
authorization to pay, as they come due in the ordinary course of
business, the prepetition ordinary course claims of the providers
and vendors of goods and services who are most critical to the
Debtors' ongoing operations.

The Debtors estimate that the critical vendors may be owed up to
approximately $3.5 million in the aggregate as of the Petition
Date.

The Debtors further request that the banks and financial
institutions be authorized and directed to rely on the
representations of the Debtors as to which disbursements are
authorized to be paid.

                          About Reddy Ice

Reddy Ice Holdings Inc. and wholly owned subsidiary Reddy Ice
Corp. manufacture and distribute packaged ice in the United
States.  As of Dec. 31, 2011, the Company had assets totaling $434
million and total liabilities of $531 million.  The bulk of the
liabilities were total debt outstanding of $471.5 million.

Reddy Holdings and Reddy Corp. on April 12, 2012, filed voluntary
Chapter 11 bankruptcy petitions (Bankr. N.D. Tex. Case Nos. 12-
32349 and 12-32350) together with a plan of reorganization and
accompanying disclosure statement to complete a previously
announced plan to strengthen its balance sheet and ensure strong
financial footing for the future.  As part of the restructuring,
Reddy Ice seeks to pursue a strategic acquisition of all or
substantially all of the businesses and assets of Arctic Glacier
Income Fund and its subsidiaries, including Arctic Glacier Inc., a
major producer, marketer and distributor of packaged ice in North
America.

Arctic Glacier on Feb. 22, 2012, filed for protection under the
Companies' Creditors Arrangement Act in Canada and Chapter 15 of
the Bankruptcy Code in the United States.  Arctic is seeking sale
or investment proposals from qualified bidders.

Reddy Ice's Plan provides for the restructuring of the Company's
obligations with respect to $300 million of First Lien Notes;
$139.4 million of Second Lien Notes; and $11.7 million of Discount
Notes.  If the Plan is approved, all Second Lien Notes will be
exchanged and will be retired and cancelled and all Discount Notes
will be cancelled.  Reddy Ice said the Plan has the support of a
majority of its lenders and major creditors, led by Centerbridge
Capital Partners II, L.P.

Entities entitled to vote on the Plan have until May 9, 2012, to
cast their ballot.  The Debtors have asked the Court to hold a
combined hearing to approve the Disclosure Statement and confirm
the Plan no later than May 18, 2012.

Judge Stacey G. Jernigan presides over the case.  Reddy Ice's
legal advisor on the restructuring is DLA Piper LLP (US) and its
financial advisors are Jefferies & Company, Inc. and FTI
Consulting, Inc.  Kurtzman Carson Consultants serves as claims and
notice agent.

Centerbridge Partners is represented by Jonathan S. Zinman, Esq.,
Joshua A. Sussberg, Esq., James H.M. Sprayregen, Esq., and Anup
Sathy, Esq., at Kirkland & Ellis.

Macquarie Bank Limited is represented by Sarah Hiltz Seewer, Esq.,
and David R. Seligman, Esq., also at Kirkland & Ellis.

The ad hoc group of First Lien and Second Lien Noteholders is
represented by Joshua Andrew Feltman, Esq., at Wachtell Lipton
Rosen & Katz.  Wells Fargo Bank, National Association, serves as
First Lien and Second Lien Agent.


REDDY ICE: Wants Schedules Filing Deadline Extended to 37 Days
--------------------------------------------------------------
Reddy Ice Holdings, Inc., and Reddy Ice Corporation ask the U.S.
Bankruptcy Court for the Northern District of Texas to extend the
deadline by which the Debtors must file their schedules of assets
and liabilities and statements of financial affairs to 37 days
after the Petition Date.

The Debtors explain that due to the complexity and diversity of
their operations, the Debtors will be unable to complete their
schedules and statements by the current deadline.

                          About Reddy Ice

Reddy Ice Holdings Inc. and wholly owned subsidiary Reddy Ice
Corp. manufacture and distribute packaged ice in the United
States.  As of Dec. 31, 2011, the Company had assets totaling $434
million and total liabilities of $531 million.  The bulk of the
liabilities were total debt outstanding of $471.5 million.

Reddy Holdings and Reddy Corp. on April 12, 2012, filed voluntary
Chapter 11 bankruptcy petitions (Bankr. N.D. Tex. Case Nos. 12-
32349 and 12-32350) together with a plan of reorganization and
accompanying disclosure statement to complete a previously
announced plan to strengthen its balance sheet and ensure strong
financial footing for the future.  As part of the restructuring,
Reddy Ice seeks to pursue a strategic acquisition of all or
substantially all of the businesses and assets of Arctic Glacier
Income Fund and its subsidiaries, including Arctic Glacier Inc., a
major producer, marketer and distributor of packaged ice in North
America.

Arctic Glacier on Feb. 22, 2012, filed for protection under the
Companies' Creditors Arrangement Act in Canada and Chapter 15 of
the Bankruptcy Code in the United States.  Arctic is seeking sale
or investment proposals from qualified bidders.

Reddy Ice's Plan provides for the restructuring of the Company's
obligations with respect to $300 million of First Lien Notes;
$139.4 million of Second Lien Notes; and $11.7 million of Discount
Notes.  If the Plan is approved, all Second Lien Notes will be
exchanged and will be retired and cancelled and all Discount Notes
will be cancelled.  Reddy Ice said the Plan has the support of a
majority of its lenders and major creditors, led by Centerbridge
Capital Partners II, L.P.

Entities entitled to vote on the Plan have until May 9, 2012, to
cast their ballot.  The Debtors have asked the Court to hold a
combined hearing to approve the Disclosure Statement and confirm
the Plan no later than May 18, 2012.

Judge Stacey G. Jernigan presides over the case.  Reddy Ice's
legal advisor on the restructuring is DLA Piper LLP (US) and its
financial advisors are Jefferies & Company, Inc. and FTI
Consulting, Inc.  Kurtzman Carson Consultants serves as claims and
notice agent.

Centerbridge Partners is represented by Jonathan S. Zinman, Esq.,
Joshua A. Sussberg, Esq., James H.M. Sprayregen, Esq., and Anup
Sathy, Esq., at Kirkland & Ellis.

Macquarie Bank Limited is represented by Sarah Hiltz Seewer, Esq.,
and David R. Seligman, Esq., also at Kirkland & Ellis.

The ad hoc group of First Lien and Second Lien Noteholders is
represented by Joshua Andrew Feltman, Esq., at Wachtell Lipton
Rosen & Katz.  Wells Fargo Bank, National Association, serves as
First Lien and Second Lien Agent.


REOSTAR ENERGY: Judge Dismisses Conspiracy Claims vs. Greenberg
---------------------------------------------------------------
Karlee Weinmann at Bankruptcy Law360 reports that a Texas federal
judge on Wednesday booted ReoStar Energy Corp.'s claims accusing
Greenberg Traurig LLP and its managing shareholder of
participating in a conspiracy that cost the company $2 million,
saying the energy company could not support its allegations.

Law360 relates that the judge dismissed claims against those
parties from a suit naming several defendants in connection with
an alleged scheme in which investors were allowed to buy the
company's $10.8 million line of credit at a reduced rate.

                        About ReoStar Energy

Fort Worth, Texas-based ReoStar Energy Corporation is engaged in
the exploration, development and acquisition of oil and gas
properties, primarily located in the state of Texas.  The Company
owns roughly 9,000 acres of leasehold, which include 5,000 acres
of exploratory and developmental prospects as well as 4,000 acres
of enhanced oil recovery prospects.  ReoStar filed for Chapter 11
bankruptcy protection (Bankr. N.D. Tex. Case No. 10-47176) on
Nov. 1, 2010.

Bankruptcy Judge D. Michael Lynn presides over the case.  Bruce W.
Akerly, Esq., and Arthur A. Stewart, Esq., at Cantey Hanger LLP,
in Dallas, represent the Debtors in their restructuring efforts.
Greenberg Taurig, LLP, serves as special corporate/securities
counsel.  Reostar Energy disclosed $15,335,337 in assets and
$16,391,412 in liabilities.

ReoStar Energy's bankruptcy case is jointly administered with
ReoStar Gathering, Inc., ReoStar Leasing, Inc., and ReoStar
Operating, Inc.  ReoStar Energy is the lead case.

No trustee was appointed in the Debtors' cases.  On Jan. 10, 2011,
Michael McConnell was appointed as Chapter 11 examiner.

ReoStar filed for bankruptcy a few weeks after BT and MK Energy
and Commodities LLC, a Delaware Limited Liability Corporation
comprised of two members, BancTrust International, Inc., and MK
Oil Ventures LLC, accelerated a Union Bank note and issued a
foreclosure notice.  BTMK acquired full interest in ReoStar's $25
million line of credit from Union Bank.  Earlier in 2010, BT and
MK Capital expressed interested in investing in ReoStar and in
acquiring the line of credit for that purpose.  Roughly
$10.8 million of the Union Bank loan were then outstanding, and
Union Bank assigned the loan to BTMK for roughly $5.4 million.


RESOLUTE ENERGY: Moody's Assigns 'B2' CFR; Outlook Stable
---------------------------------------------------------
Moody's Investors Service assigned Resolute Energy Corporation
(REN) a Corporate Family Rating (CFR) and Probability of Default
Rating (PDR) of B2 and assigned a B3 rating to REN's proposed
offering of a $250 million of senior, unsecured notes due 2020.
The rating outlook is stable. Proceeds will repay outstanding
amounts under REN's revolving credit facility and pre-fund its
capital expenditure program. This is the first time that Moody's
has rated REN.

Ratings Rationale

The B2 CFR reflects RENs very small size. REN is among the smaller
E&P companies Moody's rates and its low average daily production
(8,000 boe), total reserves (proved, 64.8 million boe and proved
developed 36.9 million boe as of December 31, 2011), as well as
its concentration are the primary drags on its rating. Key
supports for the rating are low leverage and REN's primary asset,
the Aneth Field in Utah. REN will use this mature, tertiary
recovery (CO2), relatively low-risk, long-lived asset as the
economic engine providing free cash flow for reinvestment, which
will be augmented with prudent levels of debt. Using cash flows
from the production of about 90% oil and liquids in this field,
REN can develop the relatively low-risk proved developed,
nonproducing and proved undeveloped reserves, and sustain and
modestly grow production. Once it reaches critical mass, it will
use those cash flows to expand into new fields in Wyoming and the
'oilier' Permian and Bakken.

REN, a Delaware corporation incorporated in July 2009, was formed
to consummate a business combination with Hicks Acquisition
Company I, Inc. -- a 'blank check' acquisition vehicle and
Resolute, although Resolute's predecessor company has been in
operation since 2004. Resolute's primary asset is the Aneth Field
in Utah. The field has been producing since the 1950s (Extracting
incremental production is a function of increasing the area of a
CO2 flood, which is a capital intensive, but not terribly
technologically challenging endeavor. There is little drilling
risk per se, reserves are almost certainly producible so long as
there is ready and economic access to CO2. The ultimate economic
success derives from the final recoverable reserves and the
economic entry point. In 2009, at the time of purchase, NYMEX oil
averaged about $62 per barrel. With lease operating expense in the
$20 per barrel range and production and ad valorem taxes at about
13% of revenues, this was a much riskier economic proposition than
in today's $90-$100 per barrel environment.

Getting to the position to where it has diversified its holdings
has taken 2 years with the fortuitous assist of run up in oil
prices. One-half of the funding has come from internally generated
cash, 25% from new equity, and 25% from debt. REN thus emerges
from its early execution stage relatively unlevered, has brought
the proved developed nonproducing reserves of Aneth closer to
full-scale production and now has a cache of properties in
attractive areas to exploit. The next step is execution with REN
accruing the benefit of diversification of production and cash
flows in 'oily' fields. Despite good progress and its low
leverage, the production profile and reserves are still small,
concentrated and the primary drag on the rating of the company.

A ratings upgrade is improbable in the near term. To achieve a
rating upgrade REN must achieve and maintain leverage of below
$26,000 /average boe of daily production and $7.50 per boe of debt
per proved developed reserve. Moody's expects total proved
reserves to exceed 80 million boe, annual production 4.6 million
boe and daily production 13,000 boepd by the end of 2013. A key
barometer will be production diversification beyond the Aneth
field and development of those reserves into the proved producing
category.

A downgrade could occur if success in reserve replacement is not
realized at the drill bit. A migration in the LFCR ratio towards
the 1.5X range, extensions and discoveries of less than 10 million
boe by the end of 2012 and daily production of less than 9,700
boepd would be a reason to revisit the rating.

The Speculative Grade Liquidity Rating of SGL-2 reflects good
liquidity.. REN's liquidity profile will be more than sufficient
to cover requirements through mid-2013. Adjusting for the note
issue and resulting retirement of revolving credit debt, REN will
have about $75-$80 million of cash on hand at close. This and full
availability under the revolver, about $265 million, will provide
more than ample head room for a capital expenditure budget
estimated to be in the $180-$190 million range. Add strong
internal cash generation or $140-$150 million and REN will likely
emerge from 2012 in a cash positive position and with full
availability under the revolving credit.

The new Notes are rated B3, one notch below the CFR. The B3
senior, unsecured note rating reflects both the overall
probability of default rating (PDR) of B2 and a loss given default
of LGD5 - 74% in accordance with Moody's Loss Given Default (LGD)
Methodology.

The principal methodology used in rating Resolute Energy
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.

Resolute Energy Corporation is headquartered in Denver, Colorado
and is engaged in the acquisition, exploration, development, and
production of oil, gas, and natural gas liquids.


ROOMSTORE INC: Has Green Light to Liquidate 10 Texas Stores
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that RoomStore Inc. was authorized last week by the
bankruptcy judge in Richmond, Virginia, to conduct going-out-of-
business sales at the 10 stores in the Dallas-Fort Worth
metropolitan area that the company decided to close.  Furniture
Asset Acquisition LLC from Seffner, Florida, was hired as
RoomStore's agent to conduct the GOB Sales.  FAA will pay $1.7
million plus 100% of the cost of the inventory.  The sales must be
completed by June 30.  FAA is paying an additional $300,000 for
the exclusive right to use the trademark in Texas.  FAA has the
right to transfer a store lease either to itself or someone else
in return for a promise to pay rent owing in future years.

                       About RoomStore Inc.

Richmond, Virginia-based RoomStore, Inc., operates retail
furniture stores and offers home furnishings through
Furniture.com, a provider of Internet-based sales opportunities
for regional furniture retailers.  RoomStore was founded in 1992
in Dallas, Texas, with four retail furniture stores.  With more
than $300 million in net sales for its fiscal year ending 2010,
RoomStore was one of the 30 largest furniture retailers in the
United States.

RoomStore filed for Chapter 11 bankruptcy (Bankr. E.D. Va. Case
No. 11-37790) on Dec. 12, 2011, following store-closing sales at
four of its retail stores, located in Hoover, Alabama;
Fayetteville, North Carolina; Tallahassee, Florida; and Baltimore,
Maryland.  When it filed for bankruptcy, the Company operated a
chain of 64 retail furniture stores, including both large-format
stores and clearance centers in eight states: Pennsylvania,
Maryland, Virginia, North Carolina, South Carolina, Florida,
Alabama, and Texas.  It also had five warehouses and distribution
centers located in Maryland, North Carolina, and Texas that
service the Retail Stores.

RoomStore also owns 65% of Mattress Discounters Group LLC, which
operates 83 mattress stores (as of Aug. 31, 2011) in the states of
Delaware, Maryland and Virginia and in the District of Columbia.
RoomStore acquired the Mattress Discounters stake after it filed
its second bankruptcy in 2008.  Mattress Discounters sought
Chapter 11 relief on Sept. 10, 2008 (Bankr. D. Md. Case Nos.
08-21642 and 08-21644).  It filed the first Chapter 11 bankruptcy
on Oct. 23, 2002 (Bankr. D. Md. Case No. 02-22330), and emerged on
March 14, 2003.

Immediately after bankruptcy, RoomStore hired liquidators and
conducted going-out-of-business sales at 18 locations. The company
itself previously closed seven others.

Judge Douglas O. Tice, Jr., presides over RoomStore's case.
Lawyers at Lowenstein Sandler PC and Kaplan & Frank, PLC serve as
the Debtor's bankruptcy counsel.  FTI Consulting, Inc., serves as
the Debtor's financial advisors and consultants.

RoomStore's balance sheet at Aug. 31, 2011, showed $70.4 million
in total assets, $60.3 million in total liabilities, and
stockholders' equity of $10.1 million.  The petition was signed by
Stephen Girodano, president and chief executive officer.

Liquidator Hilco Merchant Resources, Inc., is represented in the
case by Gregg M. Galardi, Esq., at DLA Piper LLP (US); and Robert
S. Westermann, Esq., and Sheila de la Cruz, Esq., at Hirschler
Fleischer, P.C.

The U.S. Trustee for Region 4 named seven members to the official
committee of unsecured creditors in the case.


ROOMSTORE INC: Can Hire American Legal as Notice & Claims Agent
---------------------------------------------------------------
The Hon. Douglas O. Tice, Jr., of the U.S. Bankruptcy Court for
the Eastern District of Virginia to employ American Legal Claims
Services, LLC, as its notice and claims agent, effective as of
Jan. 5, 2012.

As reported by the Troubled Company Reporter on Jan. 31, 2012,
ALCS will: (i) serve as the Court's notice agent to mail certain
notices to the estate's creditors and parties-in-interest,
(ii) provide computerized claims, claims objections and balloting
database services, and (iii) provide expertise, consultation and
assistance with claim and ballot processing and with other
administrative information related to the Debtor's bankruptcy
case.  In addition, ALCS will assist the Debtor with, among other
things: (a) maintaining and updating the master mailing lists of
creditors; (b) to the extent necessary, gathering data in
conjunction with the preparation of the Debtor's schedules of
assets and liabilities and statements of financial affairs;
(c) tracking and administration of claims; and (d) performing
other administrative tasks pertaining to the administration of the
Chapter 11 Case as may be requested by the Debtor or the Clerk's
Office in accordance with the terms of its retention agreement.

                       About RoomStore Inc.

Richmond, Virginia-based RoomStore, Inc., operates a chain of 64
retail furniture stores, including both large-format stores and
clearance centers in eight states: Pennsylvania, Maryland,
Virginia, North Carolina, South Carolina, Florida, Alabama, and
Texas.  It also has five warehouses and distribution centers
located in Maryland, North Carolina, and Texas that service the
Retail Stores.  The Company also offers its home furnishings
through Furniture.com, a provider of internet-based sales
opportunities for regional furniture retailers.  The Company owns
65% of Mattress Discounters Group LLC, which operates 83 mattress
stores (as of Aug. 31, 2011) in the states of Delaware, Maryland
and Virginia and in the District of Columbia.

RoomStore was founded in 1992 in Dallas, Texas, with four retail
furniture stores.  With more than $300 million in net sales for
its fiscal year ending 2010, RoomStore is one of the 30 largest
furniture retailers in the United States.

RoomStore filed for Chapter 11 bankruptcy (Bankr. E.D. Va. Case
No. 11-37790) on Dec. 12, 2011, following store-closing sales at
four of its retail stores, located in Hoover, Alabama;
Fayetteville, North Carolina; Tallahassee, Florida; and Baltimore,
Maryland.  Judge Douglas O. Tice, Jr., presides over the case.
Lawyers at Lowenstein Sandler PC and Kaplan & Frank, PLC serve as
the Debtor's bankruptcy counsel.  FTI Consulting, Inc., serves as
the Debtor's financial advisors and consultants.

The Company's balance sheet at Aug. 31, 2011, showed $70.4 million
in total assets, $60.3 million in total liabilities, and
stockholders' equity of $10.1 million.  The petition was signed by
Stephen Girodano, president and chief executive officer.

Liquidator Hilco Merchant Resources, Inc., is represented in the
case by Gregg M. Galardi, Esq., at DLA Piper LLP (US); and Robert
S. Westermann, Esq., and Sheila de la Cruz, Esq., at Hirschler
Fleischer, P.C.

The U.S. Trustee for Region 4 named seven members to the official
committee of unsecured creditors in the case.


ROOMSTORE INC: Has Court's Nod to Decide on Leases Until July 9
---------------------------------------------------------------
The Hon. Douglas O. Tice, Jr., of the U.S. Bankruptcy Court for
the Eastern District of Virginia extended, at the behest of
Roomstore, Inc., the time to assume or reject unexpired leases of
nonresidential real estate until July 9, 2012, from April 10,
2012.

As of the Petition Date, the Debtor was party to over seventy
commercial real estate leases for its retail store locations,
warehouses, and distribution centers.  The Debtor has undertaken
extensive efforts to identify and close underperforming facilities
and, through procedures approved by the Court, rejected the Leases
associated with those facilities.

The Debtor has begun securing the consent of landlords to extend
the period with respect to their respective leases, and to date,
has obtained the consent of approximately 13 landlords and has
entered into stipulations with those landlords, subject to court
approval.  Consensual extensions will not prejudice any party-in-
interest in the bankruptcy case.  The requested relief will
prevent the Debtor from being forced to make hasty decisions to
assume or reject leases due to a looming deadline, and will afford
the Debtor the time necessary to explore all available options to
maximize the value derived by its estate from each of the leases.

Landlords National Retail Properties, Inc., and Regency Centers,
L.P., objected to the Debtor's requested extension.  The Landlords
object to an extension on grounds that (i) the Debtor failed to
demonstrate that cause exists to justify an extension and (ii) the
Landlords have been and continue to be prejudiced by the Debtor's
failure to pay rent and related charges as required by the
Landlords' leases.

The objection was overruled.

                     About RoomStore Inc.

Richmond, Virginia-based RoomStore, Inc., operates a chain of 64
retail furniture stores, including both large-format stores and
clearance centers in eight states: Pennsylvania, Maryland,
Virginia, North Carolina, South Carolina, Florida, Alabama, and
Texas.  It also has five warehouses and distribution centers
located in Maryland, North Carolina, and Texas that service the
Retail Stores.  The Company also offers its home furnishings
through Furniture.com, a provider of internet-based sales
opportunities for regional furniture retailers.  The Company owns
65% of Mattress Discounters Group LLC, which operates 83 mattress
stores (as of Aug. 31, 2011) in the states of Delaware, Maryland
and Virginia and in the District of Columbia.

RoomStore was founded in 1992 in Dallas, Texas, with four retail
furniture stores.  With more than $300 million in net sales for
its fiscal year ending 2010, RoomStore is one of the 30 largest
furniture retailers in the United States.

RoomStore filed for Chapter 11 bankruptcy (Bankr. E.D. Va. Case
No. 11-37790) on Dec. 12, 2011, following store-closing sales at
four of its retail stores, located in Hoover, Alabama;
Fayetteville, North Carolina; Tallahassee, Florida; and Baltimore,
Maryland.  Judge Douglas O. Tice, Jr., presides over the case.
Lawyers at Lowenstein Sandler PC and Kaplan & Frank, PLC serve as
the Debtor's bankruptcy counsel.  FTI Consulting, Inc., serves as
the Debtor's financial advisors and consultants.  American Legal
Claims Services, LLC, is the Debtor's notice and claims agent.

The Debtor's balance sheet at Aug. 31, 2011, showed $70.4 million
in total assets, $60.3 million in total liabilities, and
stockholders' equity of $10.1 million.  The petition was signed by
Stephen Girodano, president and chief executive officer.

Liquidator Hilco Merchant Resources, Inc., is represented in the
case by Gregg M. Galardi, Esq., at DLA Piper LLP (US); and Robert
S. Westermann, Esq., and Sheila de la Cruz, Esq., at Hirschler
Fleischer, P.C.

The U.S. Trustee for Region 4 named seven members to the official
committee of unsecured creditors in the case.


SALTA GROUP: Case Summary & 9 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Salta Group, Inc.
        666 Vernon Ave.
        Glencoe, IL 60022

Bankruptcy Case No.: 12-14899

Chapter 11 Petition Date:

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Jack B. Schmetterer

Debtor's Counsel: William J Factor, Esq.
                  THE LAW OFFICE OF WILLIAM J. FACTOR, LTD.
                  1363 Shermer Road, Suite 224
                  Northbrook, IL 60062
                  Tel: (847) 239-7248
                  Fax: (847) 574-8233
                  E-mail: wfactor@wfactorlaw.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 nine largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/ilnb12-14899.pdf

The petition was signed by Marshall Atlas, president.


SINO-FOREST: Stay Period Under Companies' CCAA Extended
-------------------------------------------------------
Sino-Forest Corporation disclosed that the Ontario Superior Court
of Justice has granted the request by the Company for an extension
of the stay period granted under the Companies' Creditors
Arrangement Act to June 1, 2012.  In its Initial Order obtained on
March 30, 2012, the Court provided a 30 day stay period.

                         About Sino-Forest

Sino-Forest Corporation -- http://www.sinoforest.com/-- is a
commercial forest plantation operator in China.  Its principal
businesses include the ownership and management of tree
plantations, the sale of standing timber and wood logs, and the
complementary manufacturing of downstream engineered-wood
products.  Sino-Forest also holds a majority interest in
Greenheart Group Limited, a Hong-Kong listed investment holding
company with assets in Suriname (South America) and New Zealand
and involved in sustainable harvesting, processing and sales of
its logs and lumber to China and other markets around the world.
Sino-Forest's common shares have been listed on the Toronto Stock
Exchange under the symbol TRE since 1995.

Sino-Forest Corporation on March 30, 2012, obtained an initial
order from the Ontario Superior Court of Justice for creditor
protection pursuant to the provisions of the Companies' Creditors
Arrangement Act.

Under the terms of the Order, FTI Consulting Canada Inc. will
serve as the Court-appointed Monitor under the CCAA process and
will assist the Company in implementing its restructuring plan.
Gowling Lafleur Henderson LLP is acting as legal counsel to the
Monitor.

During the CCAA process, Sino-Forest expects its normal day-to-
day operations to continue without interruption. The Company has
not planned any layoffs and all trade payables are expected to
remain unaffected by the CCAA proceedings.


SKINNY NUTRITIONAL: Incurs $7.6 Million Net Loss in 2011
--------------------------------------------------------
Skinny Nutritional Corp. filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $7.66 million on $5.66 million of net revenues in
2011, compared with a net loss of $6.91 million on $6.92 million
of net revenues in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $2.27 million
in total assets, $4.01 million in total liabilities, all current,
and a $1.73 million stockholders' deficit.

For 2011, Marcum LLP, in Bala Cynwyd, Pennsylvania, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
had a working capital deficiency of $3,165,596, an accumulated
deficit of $45,492,945, stockholders' deficit of $1,736,400 and no
cash on hand.  The Company had net losses of $7,665,855 and
$6,914,269 for the years ended Dec. 31, 2011, and 2010,
respectively.  Additionally, the Company is currently in arrears
under its obligation for the purchase of trademarks.  Under the
agreement, the seller of the trademarks may choose to exercise
their legal rights against the Company's assets, which includes
the trademarks.

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

                        http://is.gd/gpKQe7

                     About Skinny Nutritional

Bala Cynwyd, Pa.-based Skinny Nutritional Corp. (OTC BB: SKNY.OB)
-- http://www.SkinnyWater.com/-- has developed and is marketing a
line of enhanced waters, all branded with the name "Skinny Water"
that are marketed and distributed primarily to calorie and weight
conscious consumers.



SMF ENERGY: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: SMF Energy Corporation
        dba Streicher Mobile Fueling
            SMF Generator Fueling Services
        200 West Cypress Creek Rd.
        Suite 400
        Fort Lauderdale, FL 33309

Bankruptcy Case No.: 12-19084

Debtor-affiliate that filed separate Chapter 11 petition:

        Debtor                               Case No.
        ------                               --------
  H&W Petroleum Company, Inc.                12-19085
  SMF Services, Inc.                         12-19086
  Streicher Realty, Inc.                     12-19087

Type of Business: SMF Energy Corporation provides petroleum
                  product distribution services,
                  transportation logistics and emergency
                  response services to the trucking,
                  manufacturing, construction, shipping,
                  utility, energy, chemical, telecommunication,
                  and government services industries

Chapter 11 Petition Date: April 15, 2012

Court: U.S. Bankruptcy Court
       District of Southern District of Florida

Judge: Raymond B Ray

Debtors'
Counsel   : Paul J. Battista, Esq.
            GENOVESE JOBLOVE & BATTISTA, P.A.
            100 SE 2 St #4400
            Miami, FL 33131
            Tel: (305) 349-2300
            Fax: (305) 349-2310
            E-mail: pbattista@gjb-law.com

Estimated Assets: $37,003,000 as of Dec. 31, 2011

Estimated Debts: $25,166,000 as of Dec. 31, 2011

The petition was signed by Soneet R. Kapila, chief restructuring
officer.

SMF Energy Corporation's List of Its 20 Largest Unsecured
Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
MARATHON PETROLEUM COMPANY,                            $2,761,693
LLC
539 S. Main Street
Findlay, OH 45840

DUPONT PENSION TRUST                                     $800,000
1 Righter Parkway
Suite 3200
Wilmington, DE 19803

GAVILON, LLC                                             $756,081
Eleven Conagra Dr.
Omaha, NE 68102

ARCO                                                     $708,866
333 South Hope Street
Los Angeles, CA 90071

NOBLE PETRO, INC.                                        $694,953
333 Ludlow Street
Suite 1230
Stamford, CT 06902

VALERO                                                   $606,556
P O BOX 696000
San Antonio, TX 78269-6000

DCFS USA, LLC                                            $604,351
36455 Corporate Drive
Farmington Hills, MI 48331-3552

CONOCOPHILLIPS                                           $398,146
600 North Dairy Ashford Road
Houston, TX 77079-1175

KENDRICK OIL COMPANY                                     $398,130
PO Box 788
Friona, TX 79035

ATLAS OIL COMPANY                                        $351,856
24501 Ecorse Road
Taylor, MI 48180

TRANSMONTAIGNE PRODUCT                                   $293,778
SERVICES INC.
PO BOX 12207
Birmingham, AL 35202

COLONIAL TERMINALS INC                                   $229,138

DELL FINANCIAL SERVICES LLC                              $155,696

DIRECT FUELS                                             $234,768

FLINT HILLS                                              $204,941

GULF OIL LIMITED PARTNERSHIP                             $155,623

PRO PETROLEUM                                             $59,683

TESORO REFINERY                                           $57,036

TRANSMONTAINGE                                            $61,397

VITOL INC.                                                $92,813


SNOKIST GROWERS: Del Monte Withdraws Bid for Assets
---------------------------------------------------
Stephanie Gleason at Dow Jones' Daily Bankruptcy Review reports
that Del Monte Corp. won't make an offer at this time for Snokist
Growers' assets, according to new court documents filed Thursday.
The documents stated Del Monte withdrew from negotiations earlier
this week despite the fruit co-op's efforts to make Del Monte's
offer the lead bid at a bankruptcy auction.

                       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., 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.


SNOWDON REALTY: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Snowdon Realty Corporation
        420 Wyoming Ave.
        Kingston, PA 18704

Bankruptcy Case No.: 12-02203

Chapter 11 Petition Date: April 12, 2012

Court: United States Bankruptcy Court
       Middle District of Pennsylvania (Wilkes-Barre)

Judge: John J. Thomas

Debtor's Counsel: Allen T. Reishtein, Esq.
                  EDLEY AND REISHTEIN
                  Suite 650, 8 West Market Street
                  Wilkes-Barre, PA 18701
                  Tel: (570) 823-7171
                  Fax: (570) 823-6547
                  E-mail: lawsuit1@epix.net

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

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

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

The petition was signed by Harold Snowdon, Jr.


SOLYNDRA LLC: Court Approves Bonuses for 20 Top Employees
---------------------------------------------------------
Fred Lucas at CNSNews.com reports that a bankruptcy court ordered
$368,500 in bonuses for 20 top managers and employees of Solyndra.
The bonuses kicked in on March 31.

According to the report, the 20 high-level workers earned a
total base pay of $2.49 million before the bonuses.  One of the
executives earned a base annual salary of $206,499 and received a
$30,000 incentive under the court order handed down on Feb. 22 by
U.S. Bankruptcy Judge Mary F. Walrath in Delaware.

The report adds that another executive earning $189,000 in base
pay was awarded a $20,000 bonus and a third, who earned $190,800,
received $15,000 more.  Most of the bonuses awarded were between
$15,000 and $25,000, with the three top beneficiaries receiving
$30,000, while the three lowest received $10,000 each.

The report says court documents referred to the bonuses as a "Key
Employee Incentive Plan."  The ruling determined the payouts to be
"in the best interests of the Debtors, their creditors and all
other parties in interest."  The court documents did not identify
the individuals getting the various increases, but did provide
their titles, base salaries and bonus awarded:

   1. The senior manager for information systems earned a base
      salary of $157,000, and got a $12,500 bonus.

   2. The network administrator who earned $75,190 got an increase
      of $15,000.

   3. A senior manager of manufacturing engineering who earned
      $159,073 received a $16,500 bonus.

   4. Another senior manager of manufacturing engineering, earning
      $162,400, got an increase of $19,500.

   5. An equipment maintenance supervisor earning a base pay of
      $120,000 got an "incentive" of $22,500.

   6. The senior director of product line maintenance earning base
      pay of $206,499 got an additional $30,000.

   7. The facilities project manager earning $108,150 got $30,000.

   8. A senior facilities sites service manager earning $108,900
      got $20,000.

   9. An environmental health and safety supervisor engineer with
      a base pay of $124,500 got $30,000.

  10. A senior facilities manager earning $123,500 got $10,000.

  11. A facilities shift supervisor earning $100,000 got $20,000.

  12. A facilities supervisor earning $85,000 received $15,000.

  13. A facilities maintenance engineer earning $101,760 got
      $25,000.

  14. A lead facilities specialist earning $72,842 got $20,000.

  15. A lead facilities technician earning $71,781 got $15,000.

  16. A senior director of finance earning $190,800 got $15,000.

  16. A director of financial planning and analysis earning
      $150,000 got an extra $12,500.

  18. An accounts payable manager earning $75,705 got $10,000.

  19. A senior director corporate controller earning $189,000 got
      another $20,000.

  20. A senior accountant earning $114,400 got a bonus of $10,000.

                         About Solyndra LLC

Founded in 2005, Solyndra LLC was a U.S. manufacturer of solar
photovoltaic solar power systems specifically designed for large
commercial and industrial rooftops and for certain shaded
agriculture applications.  The Company had 968 full time employees
and 211 temporary employees.  Solyndra has sold more than 500,000
of its panels since 2008 and generated cumulative sales of over
$250 million.

Fremont, California-based Solyndra and affiliate 360 Degree Solar
Holdings Inc. sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 11-12799) on Sept. 6, 2011.  Solyndra is at
least the third solar company to seek court protection from
creditors since August 2011.

Judge Mary F. Walrath presides over the Debtors' cases.  The
Debtors are represented by Pachulski Stang Ziehl & Jones LLP as
legal adviser.  AlixPartners LLP serves as noticing claims and
balloting agent.  Imperial Capital LLC serves as the company's
investment banker and financial adviser.  The Debtors also tapped
former Massachusetts Governor William F. Weld, now with the law
firm McDermott Will & Emery, to represent the company in
government investigations and related litigation.  BDO Consulting,
a division of BDO USA, LLP, as financial advisor and BDO Capital
Advisors, LLC, serves as investment banker for the creditors'
panel.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Solyndra LLC.  The Committee has tapped
Blank Rome LLP as counsel.

In October 2011, the Debtors hired Berkeley Research Group, LLC,
and designated R. Todd Neilson as Chief Restructuring Officer.

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

Solyndra owed secured lenders $783.8 million, including
$527.8 million to the U.S. government pursuant to a federal loan
guarantee, and held assets valued at $859 million as of the
Petition date.  The U.S. Federal Financing Bank, owned by the U.S.
Treasury Department, is the Company's biggest lender.

When they filed for Chapter 11, the Debtors pursued a two-pronged
strategy to effectuate either a sale of their business to a
"turnkey" buyer who may acquire substantially all of Solyndra's
assets or, if the Debtors were unable to identify any potential
buyers, an orderly liquidation of the assets for the benefit of
their creditors.

Solyndra did not receive acceptable offers to buy the business as
a going concern.  Solyndra began piecemeal auctions of the assets
on Feb. 22, 2012.  It has auctioned non-core assets and obtained
$6.2 million.  Solyndra also took in $1.86 million from the sale
of miscellaneous equipment.


STERLING SHOES: Town Shoes to Acquire Sterling LP via CCAA
----------------------------------------------------------
Sterling Shoes Inc. disclosed that its wholly-owned subsidiary,
Sterling Shoes GP Inc. (general partner of Sterling Shoes Limited
Partnership and Sterling LP) have entered into an agreement with
Town Shoes Limited pursuant to which Town Shoes has agreed to
acquire the majority of the assets of Sterling LP including a
substantial portion of Sterling's retail locations operating under
the Sterling Shoes, Shoe Warehouse and Freedman banners for a
purchase price of $17.5 million, subject to certain adjustments.
The Transaction is subject to the terms and conditions set out in
the Purchase Agreement, including a requirement to obtain the
approval of the British Columbia Supreme Court under the
Companies' Creditors Arrangement Act.  The Transaction is
currently expected to close on or about May 22, 2012.

"I believe that achieving this agreement presents the best
possible outcome for the business," said Dave Alves, President and
CEO of Sterling Shoes LP.  "By leveraging the core strengths of
the unified organizations we create significant opportunities for
the business, employees and ultimately the customer.  As a
collective portfolio of Freedman Shoes, Shoe Warehouse, Sterling
Shoes, The Shoe Company, and Town Shoes, we are excited to be a
part of the largest branded footwear retailer in Canada."

Alan Simpson, CEO of Town Shoes said, "We are very excited to
welcome Sterling to the Town Shoes family.  We look forward to
growing the business with Dave and his team and are confident that
together the combined company will go on to great success."

As previously announced, pursuant to orders of the Court made
under the CCAA, Sterling was granted certain protections under the
CCAA.  Alvarez & Marsal Canada Inc. has been appointed Monitor
pursuant to such orders.

Sterling Shoes is headquartered in Vancouver, B.C. and is a
leading independent footwear retailer offering a broad selection
of private label and brand name shoes and accessories.  Founded in
1987, Sterling Shoes LP operates over 100 stores across Canada.


STORY BUILDING: Wells Fargo In Talks for Consensual Plan
--------------------------------------------------------
Secured Creditor Wells Fargo Bank, N.A., filed with the U.S.
Bankruptcy Court for the Central District of California its
conditional objection and reservation of rights as to Story
Building, LLC's First Amended Disclosure Statement describing its
First Amended Plan of Reorganization.

Wells Fargo, as trustee for the Registered Holders of JPMorgan
Chase Commercial Mortgage Securities Corp., Commercial Mortgage
Pass-Through Certificates, Series 2004-C1, related that the Debtor
and lender have worked together to reach a consensual plan that
would be fair and equitable and confirmable.  The parties have
made significant progress.  The version of the Disclosure
Statement filed on Jan. 28, 2012, was generally in conformity with
the terms of the proposed deal, but a few issues have been
discovered respecting the actual language of the Plan.

In addition, there remain a few open issues requiring resolution
as a condition of the lender's support, including, among other
things, final agreement as to the amount of lender's allowed
claim.

The lender understands that the Debtor is in the process of filing
Joint Proposed Modifications to the Disclosure Statement and Plan
to address the foregoing concerns, and the lender is hopeful that
the revised terms will be acceptable to the lender.  In any event,
once the modifications are finalized, the lender's loan committee
must review it and provide final approval.

By the disclosure statement hearing date of Feb. 28, 2012, the
lender is hopeful that the Debtor will have stipulated to the
amount of the lender's allowed claim and that the lender's loan
committee will have approved the Modified Disclosure Statement.
However, in the event that those two events do not occur, the
lender reserves the right to submit detailed objections and
argument against approval of the disclosure statement.

                            The Plan

As reported by the Troubled Company Reporter on Jan. 7, 2011,
according to the Disclosure Statement, the Plan provides for the
resolution of all claims against the estate.  Plan distributions
will be funded primarily from operations of the Story Building
property, and the new value contribution.

The Debtor's interest holder will provide $50,000 on the effective
date sufficient cash to cover payments due on the effective date
of the Plan.

Under the Plan, holders of Class 4 general non-insider unsecured
claims will receive, among other things: (i) a pro rata share of
25% of net operating income for the calendar years 2012 to 2017,
derived from the rents generated from the Story Building property;
(ii) one final payment of the balance of the allowed claim and all
accrued interest in full on or before Dec. 31, 2018; and (iii) in
the event that the property is sold, a pro rata share of up to
100% of the net proceeds, if any, after payment of all costs of
sale, etc.

Copies of the Disclosure Statement is available for free at

         http://bankrupt.com/misc/StoryBuilding_DS2.pdf

                    About Story Building LLC

Story Building LLC is a real estate management company based in
Irvine, California.  The Company owns and operates a 13-story
historical building located in Downtown, Los Angeles, known as the
Walter P. Story Building, located at 610 S. Broadway.  The
building is primarily utilized as a jewelry plaza.

Story Building LLC filed for Chapter 11 bankruptcy protection
(Bankr. C.D. Calif. Case No. 10-16614) on May 17, 2010.  Sandford
Frey, Esq., who has an office in Los Angeles, California,
represents the Debtor in its restructuring effort.  The Debtor
disclosed $19,421,024 in assets and $16,500,721 in liabilities as
of the Chapter 11 filing.  There was no official committee of
unsecured creditors appointed in the Debtor's case.


SUN HB 21: Case Summary & 4 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Sun HB 21 LLC
        2950 Springer Drive
        McKinleyville, CA 95519

Bankruptcy Case No.: 12-23039

Chapter 11 Petition Date: April 12, 2012

Court: United States Bankruptcy Court
       Central District Of California (Los Angeles)

Judge: Thomas B. Donovan

Debtor's Counsel: Arnold H. Wuhrman, Esq.
                  SERENITY LEGAL SERVICES
                  41667 Ivy St Ste F 6
                  Murrieta, CA 92562
                  Tel: (951) 304-3720
                  Fax: (951) 848-9340
                  E-mail: Wuhrman@serenitylls.com

Estimated Assets: $0 to $50,000

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

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Sun HB 74 LLC                          12-23040   4/12/12
  Assets: $0 to $50,000
  Debts: $1,000,001 to $10,000,000

Affiliate that previously filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
In Re Sun HB 63, LLC                   11-47769   09/05/11
Numerous Co-Owners of Debtor's
Property

A copy of Sun HB 21's list of its four largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/cacb12-23039.pdf

A copy of Sun HB 74's list of its four largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/cacb12-23040.pdf

The petitions were signed by Victor Stratman, managing member.


SUNVALLEY SOLAR: Incurs $399,000 Net Loss in 2011
-------------------------------------------------
Sunvalley Solar, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$398,866 on $5.82 million of revenue in 2011, compared with a net
loss of $375,839 on $4.63 million of revenue in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $5.98 million
in total assets, $5.75 million in total liabilities and $228,520
in total stockholders' equity.

For 2011, Sadler, Gibb & Associates, LLC, in Salt Lake City, UT,
noted that the Company had losses from operations of $103,681 and
accumulated deficit of $1,357,790, which raises substantial doubt
about its ability to continue as a going concern.

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

                         http://is.gd/QxCOyu

                        About Sunvalley Solar

Sunvalley Solar, Inc., is a California-based solar power
technology and system integration company.  Since the inception of
its business in 2007, the company has focused on developing its
expertise and proprietary technology to install residential,
commercial and governmental solar power systems.


SUNRISE REAL ESTATE: Incurs $1.2 Million Net Loss in 2011
---------------------------------------------------------
Sunrise Real Estate Group, Inc., filed with the U.S. Securities
and Exchange Commission its annual report on Form 10-K disclosing
a net loss of US$1.22 million on US$9.27 million of net revenues
in 2011, compared with a net loss of US$25,487 on US$12.82 million
of net revenues in 2010.

The Company's balance sheet at Dec. 31, 2011, showed US$22.17
million in total assets, US$25.25 million in total liabilities and
a US$3.08 million total shareholders' deficit.

For 2011, Kenne Ruan, CPA, P.C., in Woodbridge. CT, USA, noted
that the Company has significant accumulated losses from
operations and has a net capital deficiency that raise substantial
doubt about its ability to continue as a going concern.

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

                        http://is.gd/w5Iiaq

                         About Sunrise Real

Headquartered in Shanghai, the People's Republic of China, Sunrise
Real Estate Group, Inc. was initially incorporated in Texas on
Oct. 10, 1996, under the name of Parallax Entertainment, Inc.
On Dec. 12, 2003, Parallax changed its name to Sunrise Real
Estate Development Group, Inc.  On April 25, 2006, Sunrise Estate
Development Group, Inc. filed Articles of Amendment with the Texas
Secretary of State, changing the name of Sunrise Real Estate
Development Group, Inc. to Sunrise Real Estate Group, Inc.,
effective from May 23, 2006.

The Company and its subsidiaries are engaged in the property
brokerage services, real estate marketing services, property
leasing services and property management services in China.


SYNERGY BRANDS: Ex-CEO Arrested in $750MM Bank Fraud Scheme
-----------------------------------------------------------
Richard Vanderford at Bankruptcy Law360 reports that the former
CEO of Synergy Brands Inc. was arrested Friday and charged with
bank fraud for allegedly participating in a $750 million check-
kiting scheme to boost Synergy's apparent revenues.

According to Law360, Mair Faibish, 52, was indicted on charges of
bank fraud, conspiracy and false statements. Prosecutors claim he
inflated the revenues of Synergy with a scheme that involved
passing bad checks to Canadian companies and receiving bad checks
in return, ultimately circulating around $750 million in phony
money.

                       About Synergy Brands

Synergy Brands, Inc. -- http://www.synergybrands.com/-- develops
Internet properties that strategically partner with off-line and
on-line media companies to capture e-commerce markets within the
B2B and B2C Internet arena.  The company has developed the
following Web sites: Netcigar.com, BeautyBuys.com, and
DealByNet.com/

Synergy Brands Inc. filed a Chapter 7 liquidation petition (Bankr.
E.D.N.Y. Case No. 11-70412) on Jan. 28 in Central Islip, New York.

Two of its subsidiaries, PHS Group Inc. and SYBR.com Inc., also
filed for bankruptcy under Chapter 7 of Title 11 of the United
States Bankruptcy Code.

According to Bill Rochelle, the bankruptcy columnist for Bloomberg
News, the petition listed assets of $21.7 million and debt
totaling $44.7 million.  Liabilities include $23.7 million in
secured debt.


TBS INTERNATIONAL: Chapter 11 Plan Declared Effective April 12
--------------------------------------------------------------
The Plan of Reorganization of TBS International plc and certain of
its subsidiaries became effective on April 12, 2012, upon the
satisfaction or waiver of the conditions precedent set forth in
the Plan.  As consideration for the discharge of certain financial
indebtedness of the Company, the Company conveyed substantially
all of its direct and indirect assets to a new, unaffiliated
company.  As a result of the Plan becoming effective, the Company
will liquidate, resulting in the cancellation of all its ordinary
shares, preference shares and other equity interests and resulting
in no distributions to the holders of those shares and interests.

On March 29, 2012, the Bankruptcy Court entered an order
confirming the Plan of the Debtors.

                       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.

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 was appointed by the Office of the United
States Trustee.


TONGJI HEALTHCARE: Incurs $218,000 Net Loss in 2011
---------------------------------------------------
Tongji Healthcare Group, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $218,150 on $2.68 million of total operating revenue
in 2011, compared with a net loss of $56,232 on $1.90 million of
total operating revenue in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $12.21
million in total assets, $12.21 million in total liabilities and a
$5,161 total stockholders' deficit.

For 2011, EFP Rotenberg, LLP, in EFP Rotenberg, LLP, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has negative working capital of $9,849,936, an accumulated deficit
of $581,741, and a stockholders' deficit of $5,161 as of Dec. 31,
2011.  The Company's ability to continue as a going concern
ultimately is dependent on the management's ability to obtain
equity or debt financing, attain further operating efficiencies,
and achieve profitable operations.

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

                        http://is.gd/4myI9g

                      About Tongji Healthcare

Based in Nanning, Guangxi, the People's Republic of China, Tongji
Healthcare Group, Inc., was incorporated in the State of Nevada on
December 19, 2006.  The Company operates Tongji Hospital,
a general hospital with 105 licensed beds.


TRANS-LUX CORP: Incurs $1.4 Million Net Loss in 2011
----------------------------------------------------
Trans-Lux Corporation filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$1.41 million on $23.85 million of total revenues in 2011,
compared with a net loss of $7.03 million on $24.30 million of
total revenues in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $27.45
million in total assets, $23.60 million in total liabilities,
$6.13 million in redeemable convertible preferred stock, and a
$2.28 million total stockholders' deficit.

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

                        http://is.gd/sgL6Mg

                     About Trans-Lux Corporation

Norwalk, Conn.-based Trans-Lux Corporation (NYSE Amex: TLX) is a
designer and manufacturer of digital signage display solutions for
the financial, sports and entertainment, gaming and leasing
markets.


TRIBUNE CO: Judge Approves Supplemental Plan Disclosures
--------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware will approve a supplemental disclosure
document explaining Tribune Company and its debtor affiliates'
Fourth Amended Joint Plan of Reorganization, Randall Chase of The
Associated Press reported.

At a hearing held on April 16, 2012, the bankruptcy judge said he
will approve the supplemental disclosure document after minor
changes regarding rules for the advisory board of a litigation
trust are made, the report relayed.  The litigation trust will
pursue lawsuits arising from the 2007 leveraged buyout of Tribune
by Sam Zell, the report noted.

Before the hearing, Tribune, together with the Official Committee
of Unsecured Creditors; Oaktree Capital Management, L.P.; Angelo,
Gordon & Co., L.P.; and JPMorgan Chase Bank, N.A., submitted to
Judge Carey a modified Fourth Amended Plan and accompanying
supplemental disclosure document.

The Plan, dated April 15, 2012, was modified to provide that the
Litigation Trustee will be identified as soon after the Plan
Supplement filing date as the parties who will be the initial
members of the Trust Advisory Board inform the DCL Proponents of
their selection of the Litigation Trustee.  However, the
Litigation Trustee will:

(A) have no standing, and will not appear or be heard, in the
     Debtors' Chapter 11 cases or any pending actions related to
     (i) the lawsuits filed by the Creditors' Committee in the
     lawsuits entitled Official Committee of Unsecured Creditors
     of the Tribune Company v. FitzSimons, et al., Adv. Proc.
     No. 10-54010 and Official Committee of Unsecured Creditors
     v. JPMorgan Chase Bank, N.A., et al., Adv. Proc. No. 10-
     53963; or (ii) any and all LBO-Related Causes of Action
     arising under state fraudulent conveyance law that are not
     released under the Plan -- Disclaimed State Law Avoidance
     Claims -- prior to the effective date of the Plan; and

(B) not be entitled to receive any reimbursement for its costs
     or expenses of any kind from the Debtors or the Reorganized
     Debtors.

There will be no more than three members of the Litigation Trust
Advisory Board and the initial members will be the members of the
Creditors' Committee that are or represent beneficiaries of
Litigation Trust Interests, including, without limitation,
Deutsche Bank Trust Company Americas, Wilmington Trust Company
and such other person to be disclosed with the Plan Supplement,
but excluding the Senior Loan Agent.

Clean and blacklined copies of the Plan dated April 15, 2012, are
available for free at:

  http://bankrupt.com/misc/Tribune_Apr15Plan.pdf
  http://bankrupt.com/misc/Tribune_Apr15Plan_blacklined.pdf

Clean and blacklined copies of the Supplemental Disclosure
Document dated April 15, 2012, are available for free at:

  http://bankrupt.com/misc/Tribune_Apr15SDD.pdf
  http://bankrupt.com/misc/Tribune_Apr15SDD_blacklined.pdf

Contemporaneously, the Debtors filed with the Court on April 15,
2012, a revised proposed order approving the Supplemental
Disclosure Document and the resolicitation procedures with
respect to the Plan.  The revised proposed order incorporates
modifications set forth in the Solicitation Motion, as
supplemented, the Fourth Amended Plan as well as the revised
confirmation scheduling order.

A full-text copy of the revised proposed order is available for
free at http://bankrupt.com/misc/Tribune_Apr15RevSDDPropOrd.pdf

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.  The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Tribune CRO Don Liebentritt said it is possible the media company
could emerge late in the third quarter of 2012.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRIBUNE CO: Proposes $45-Mil. 2012 Management Incentive Plan
------------------------------------------------------------
Tribune Company and its debtor-affiliates seek authority from
Judge Kevin Carey to continue their self-funding annual cash
Management Incentive Plan for 2012 for approximately 425
management employees, including top executives, with an aggregate
payout opportunity of approximately:

  (a) $15.0 million -- representing a 50%-of-target payout -- if
      the Company achieves "threshold" performance equal to
      approximately 85% of its "planned" 2012 consolidated
      operating cash flow goal included in the 2012 operating
      plan that was approved by the Company's Board of Directors
      on February 9, 2012;

  (b) $30.0 million -- representing a 100%-of-target payout --
      if the Company achieves "target" performance equal to 100%
      of its "planned" 2012 consolidated OCF goal included in
      the 2012 operating plan that was approved by the Board on
      February 9, 2012; and

  (c) $45.0 million -- representing a 150%-of-target payout --
      if the Company achieves "maximum" performance equal to
      approximately 127% of its "planned" 2012 consolidated OCF
      goal included in the 2012 operating plan that was approved
      by the Board on February 9, 2012.

The Debtors seek to continue in the ordinary course for 2012 the
historical MIP that has been a key component of their incentive-
based compensation structure since at least 1997.  Like the 2008,
2009, 2010 and 2011 MIP programs that were approved by the Court,
the 2012 MIP has been reviewed and approved by the Compensation
Committee of the Company's  Board, and was analyzed by Mercer
(U.S.), Inc., an independent compensation consulting firm.

The Debtors shared a draft of this motion and information
regarding the 2012 MIP with the Official Committee of Unsecured
Creditors, and its financial advisors and attorneys.  The
Creditors' Committee supports the relief requested in the
Debtors' Motion.  The Debtors also shared a draft of this motion
and information regarding the 2012 MIP with JPMorgan Chase Bank,
N.A.; Oaktree Capital Management, L.P.; and Angelo, Gordon & Co.,
L.P., and their financial advisors and attorneys.  The Debtors
have incorporated into the 2012 MIP certain creditor constituency
feedback received.

Brian Krakauer, Esq., at Sidley Austin LLP, in Chicago, Illinois,
asserts that approval of the 2012 MIP continues to be critically
important to maintain proper incentives for the management team
as the Company strives to sustain its strong performance despite
the strains of the Chapter 11 process and the significant
headwinds that the media industry still faces.  "[T]he challenges
have been even greater than expected particularly due to the
deteriorating overall economic outlook and the accelerated pace
at which advertising dollars have migrated away from publishing,"
Company President and Chief Executive Officer and Publisher and
Chief Executive Officer of the Los Angeles Times Eddy Hartenstein
testified at an October hearing on the 2011 MIP, Mr. Krakauer
quotes.  Mr. Hartenstein's proffered testimony further confirmed
that the Debtors' ability to weather these "economic headwinds
has only been achieved as a result of excellent performance of
the workforce," Mr. Krakauer points out.

Thus, "an expeditious ruling approving the 2012 MIP is vital to
providing all participants with some modicum of stability and
predictability given the uncertainties that the participants
face," Mr. Krakauer insists.  He notes that if the Debtors do not
reach at least "threshold" consolidated OCF under the 2012 MIP,
no aggregate MIP pool is funded, no awards to Corporate division
participants or to Publishing or Broadcasting segment group
office participants may be made, and individual business units
that achieve at least "threshold" performance will then be
eligible only for substantially discounted partial awards.

John Dempsey, a partner with Mercer, concluded that the incentive
opportunities provided under the 2012 MIP are reasonable and
appropriate, and indeed result in total cash compensation that is
relatively competitive and total direct compensation that is
still materially below the market median.  He notes that the
anticipated participant level, approximately 425, and aggregate
payout opportunities of the 2012 MIP ($15.0 million at
"threshold" performance, $30.0 million at "target" performance
and $45.0 million at "maximum" performance) are consistent with
and in certain respects below the comparable figures for the
Court-approved 2009, 2010 and 2011 MIP programs.

A redacted copy of Mercer's report containing analysis and
conclusions with respect to the 2012 MIP, dated April 13, 2012,
is available for free at:

    http://bankrupt.com/misc/Tribune_Apr13MercerRpt.pdf

The Debtors also seek the Court's permission to file under seal
the unredacted Mercer Report.  Mr. Krakauer says the compensation
and business information and related analyses are confidential and
warrant protection from public disclosure when the Incentive Plan.
The Debtors further propose that all responses or objections, if
any, to the 2012 MIP Motion that contain or reflect the
confidential information redacted in the Mercer Report or any
other confidential information supplied by the Debtors to various
parties with the 2012 MIP Motion be filed with the Court under
seal.

The Court will consider the Debtors' request on May 8, 2012.
Objections are due no later than May 1.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.  The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Tribune CRO Don Liebentritt said it is possible the media company
could emerge late in the third quarter of 2012.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRIDENT MICROSYSTEMS: Receives $65-Mil. from Sale of Set Top Box
----------------------------------------------------------------
Trident Microsystems, Inc., closed on the sale of certain of its
assets pursuant to the previously disclosed Asset Purchase
Agreement dated as of Jan. 4, 2012, as amended, by and among
Trident, certain of Trident's wholly-owned subsidiaries and
Entropic Communications, Inc.  The sale was conducted pursuant to
the provisions of Sections 105, 363 and 365 of the Bankruptcy
Code.

The aggregate consideration received by Trident for the purchase
of Trident's Set Top Box (STB) system-on-a-chip assets was
comprised of $65 million in cash plus the assumption of certain
liabilities.

                    About Trident Microsystems

Sunnyvale, California-based Trident Microsystems, Inc., currently
designs, develops, and markets integrated circuits and related
software for processing, displaying, and transmitting high quality
audio, graphics, and images in home consumer electronics
applications such as digital TVs, PC-TV, and analog TVs, and set-
top boxes.  The Company has research and development facilities in
Beijing and Shanghai, China; Freiburg, Germany; Eindhoven and
Nijmegen, The Netherlands; Belfast, United Kingdom; Bangalore and
Hyderabad, India; Austin, Texas; and Sunnyvale, California. The
Company has sales offices in Seoul, South Korea; Tokyo, Japan;
Hong Kong and Shenzhen, China; Taipei, Taiwan; San Diego,
California; Mumbai, India; and Suresnes, France. The Company also
has operations facilities in Taipei and Kaoshiung, Taiwan; and
Hong Kong, China.

Trident Microsystems and its Cayman subsidiary, Trident
Microsystems (Far East) Ltd. filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 12-10069) on Jan. 4,
2011.  Trident said it expects to shortly file for protection in
the Cayman Islands.

Judge Christopher S. Sontchi presides over the case.  Lawyers at
DLA Piper LLP (US) serve as the Debtors' counsel.  FTI Consulting,
Inc., is the financial advisor.  Union Square Advisors LLC serves
as the Debtors' investment banker.  PricewaterhouseCoopers LLP
serves as the Debtors' tax advisor and independent auditor.
Kurtzman Carson Consultants is the claims and notice agent.

Trident had $309,992,980 in assets and $39,607,591 in liabilities
as of Oct. 31, 2011.  The petition was signed by David L.
Teichmann, executive VP, general counsel & corporate secretary.

The Official Committee of Unsecured Creditors of Trident
Microsystems, Inc., et al., tapped Pachulski Stang Ziehl & Jones
LLP as its counsel, and Imperial Capital, LLC, as its investment
banker and financial advisor.

Roberta A. DeAngelis, the U.S. Trustee for Region 3 appointed
three members to the Committee of Trident Microsystems, Inc.
Equity Security Holders.


TRIDENT MICROSYSTEMS: Wants Until Aug. 1 to Decide on Leases
------------------------------------------------------------
Trident Microsystems, Inc., et al., ask the U.S. Bankruptcy Court
for the District of Delaware to extend until Aug. 1, 2012, their
time to assume or reject any unexpired lease of nonresidential
property to which they are party to.

The lease decision period is set to expire on May 3.

The Debtors relate that it would not be prudent to make any
determinations concerning the assumption or rejection of the real
property leases until such time as the sale of all their assets
have been consummated and they are certain as to the ultimate
disposition of their assets, including real property leases.

The Debtors set a May 15 hearing, at 10:00 a.m. on their request
for an extension in their lease decision period.  Objections, if
any, are due April 26.

                   About Trident Microsystems

Sunnyvale, California-based Trident Microsystems, Inc., designs,
develops, and markets integrated circuits and related software for
processing, displaying, and transmitting high quality audio,
graphics, and images in home consumer electronics applications
such as digital TVs, PC-TV, and analog TVs, and set-top boxes.
The Company has research and development facilities in Beijing and
Shanghai, China; Freiburg, Germany; Eindhoven and Nijmegen, The
Netherlands; Belfast, United Kingdom; Bangalore and Hyderabad,
India; Austin, Texas; and Sunnyvale, California.  The Company has
sales offices in Seoul, South Korea; Tokyo, Japan; Hong Kong and
Shenzhen, China; Taipei, Taiwan; San Diego, California; Mumbai,
India; and Suresnes, France. The Company also has operations
facilities in Taipei and Kaoshiung, Taiwan; and Hong Kong, China.

Trident Microsystems and its Cayman subsidiary, Trident
Microsystems (Far East) Ltd. filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 12-10069) on Jan. 4,
2011.  Trident then promptly sought for protection in the Cayman
Islands.

Judge Christopher S. Sontchi presides over the case.  Lawyers at
DLA Piper LLP (US) serve as the Debtors' counsel.  FTI Consulting,
Inc., is the financial advisor.  Union Square Advisors LLC serves
as the Debtors' investment banker.  PricewaterhouseCoopers LLP
serves as the Debtors' tax advisor and independent auditor.
Kurtzman Carson Consultants is the claims and notice agent.

Trident disclosed $310 million in assets and $39.6 million in
liabilities as of Oct. 31, 2011.

The Official Committee of Unsecured Creditors of Trident
Microsystems, Inc., et al., tapped Pachulski Stang Ziehl & Jones
LLP as its counsel, and Imperial Capital, LLC, as its investment
banker and financial advisor.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
three members to the Committee of Equity Security Holders.

The Debtors won approval in March 2012 to sell its set-top box
business to Entropic Communications Inc. for $65 million.


UNILAVA CORPORATION: Incurs $2.9 Million Net Loss in 2011
---------------------------------------------------------
Unilava Corporation filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$2.98 million on $3.52 million of revenue in 2011, compared with a
net loss of $1 million on $5.30 million of revenue in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $2.92 million
in total assets, $6.84 million in total liabilities and a $3.92
million total stockholders' deficit.

For 2011, De Joya Griffith & Company, LLC, in Henderson, Nevada,
noted that the Company has suffered losses from operations, which
raises substantial doubt about its ability to continue as a going
concern.

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

                         http://is.gd/IU1Xvc

                       About Unilava Corporation

Unilava Corporation (OTC BB: UNLA)-- http://www.unilava.com/-- is
a diversified communications holding company incorporated under
the laws of the State of Wyoming in 2009.  Unilava Corporation and
its subsidiary brands provide a variety of communications
services, products, and equipment that address the needs of
corporations, small businesses and consumers.  The Company is
licensed to provide long distance services in 41 states throughout
the U.S. and local phone services across 11 states.  Through its
carrier-grade microwave wireless broadband infrastructure and
broadband Internet access partners, the Company also offers mobile
and high-definition IP-hosted voice services to residential
customers and corporate clients. Additionally, Unilava Corp.
delivers a comprehensive and integrated suite of fee-based online
and mobile advertising and web services to a broad array of
business enterprises.  Headquartered in San Francisco, the Company
has regional offices in Chicago, Seoul, Hong Kong, and Beijing.


UNITED RETAIL: Sale to Versa Capital Completed
----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that United Retail Group Inc. completed the sale of its
business on April 13 to an affiliate of Versa Capital Management.
The sale was approved on April 4 by the U.S. Bankruptcy Court in
New York. The auction was cancelled when there were no competing
bids. Versa bought the business with debt acquired from the owner
Redcats USA Inc. or affiliates.  The sale to Versa was negotiated
before bankruptcy filing on Feb. 1.  Versa paid the loan financing
the Chapter 11 case up to $15 million, provided $2 million to
wind-up the bankruptcy, carved out $500,000 for unsecured
creditors, and provided $11.1 million to cover expenses of the
Chapter 11 case along with priority claims to be paid in full. In
addition Versa will pay up to $2.2 million owing to supplier
Redcats Asia Ltd., an affiliate of the owner. Finally, Versa will
assume up to $4.7 million in other debt.

                    About United Retail Group

United Retail Group Inc., owner of the Avenue brand of women's
fashion apparel and a subsidiary of Redcats USA, sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 12-10405) on Feb. 1,
2012, as it seeks to sell the business to Versa Capital Management
for $83.5 million, subject to higher and better offers.

The Company's legal advisor is Kirkland & Ellis LLP; AlixPartners
LLP serves as restructuring advisor and Peter J. Solomon Company
serves as financial advisor and investment banker; and Donlin
Recano & Company Inc. is the notice, claims and administrative
agent.  Versa Capital's legal advisor is Sullivan & Cromwell LLP.

Avenue has 433 stores and an e-commerce site --
http://www.avenue.com/. Avenue employs roughly 4,422 employees,
roughly 294 of which are located at Avenue's corporate
headquarters in Rochelle Park, New Jersey or at the Troy
Distribution Facility.  The Company disclosed $117.2 million in
assets and $67.3 million in liabilities as of the Chapter 11
filing.

Cooley LLP serves as counsel for the Official Committee of
Unsecured Creditors.


UTEX COMMUNICATIONS: AT&T Wants Reconsideration Motion Stricken
---------------------------------------------------------------
Southwestern Bell Telephone Company doing business as AT&T Texas
asks the U.S. Bankruptcy Court for the Western District of Texas
to deny and strike Lowell Feldman's motion for reconsideration of
findings of fact and conclusions of law.

As reported in the Troubled Company Reporter on March 23, 2012,
the Hon. Craig A. Gargotta converted the Chapter 11 case of the
Debtor to one under Chapter 7 of the Bankruptcy Code.

As reported in the TCR on Oct. 31, 2011, AT&T Texas sought the
conversion, contending that UTEX does not have the ability to pay
AT&T Texas' pre- and post-petition claims.  AT&T is a creditor
with an unsecured claim of over $9.5 million and a six figure
administrative claim.

According to AT&T, Feldman has no standing to bring the motion for
reconsideration because:

   -- he is not a creditor;

   -- he is not a party-in-interest in the Debtor's Bankruptcy
Proceeding;

   -- he lacks standing to file the motion for reconsideration
because he failed to object to the motion to convert; and

   -- the motion fails to contain requisite grounds under the
Bankruptcy Rules of Procedures.

                    About UTEX Communications

Austin, Texas-based UTEX Communications Corp., dba FeatureGroup
IP, is a Competitive Local Exchange Carrier.  The Debtor filed
for Chapter 11 bankruptcy protection (Bankr. W.D. Texas Case No.
10-10599) on March 3, 2010.  Joseph D. Martinec, Esq., at
Martinec, Winn, Vickers & McElroy, P.C., in Austin, Tex.,
represents the Debtor in its restructuring effort.  The Company
estimated assets at $100 million to $500 million and debts at
$10 million to $50 million.

As reported in the Troubled Company Reporter on March 23, 2012,
the Hon. Craig A. Gargotta converted the Chapter 11 case of UTEX
Communications Corp. to one under Chapter 7 of the Bankruptcy
Code.


VITRO SAB: Bondholders Barred From Objecting to Plan in Mexico
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that bondholders of Vitro SAB told the U.S. Court of
Appeals in New Orleans that they weren't permitted to object in a
Mexican court to the glassmaker's reorganization plan because they
were required to consent to the plan before they could file an
objection.  The bondholders, in papers submitted in advance of
oral argument set for May 1, also said that procedures in Mexico
were defective because there were no hearings.  Instead, the
Mexican court approved the reorganization "relying on a series of
ex parte meetings with the respective parties."

Vitro is urging the appeals court to dismiss the appeal, saying
actions in the lower court have been overtaken by later events,
making the appeal no longer relevant.  The bondholders were "full
participants in the mediation process" conducted by a conciliator
under Mexican law, Vitro spokesman Roberto Riva Palacio Alonso
said in an e-mailed statement.  He also said that the Mexican
court wrote an 80-page opinion that "expressly rejected" the
bondholders' arguments "in great detail."

The suit in bankruptcy court to decided if the Mexican
reorganization will be enforced in the U.S. is Vitro SAB de CV
v. ACP Master Ltd. (In re Vitro SAB de CV), 12-03027, U.S.
Bankruptcy Court, Northern District Texas (Dallas).  The
bondholders' appeal in the circuit court is Ad Hoc Group of Vitro
Noteholders v. Vitro SAB de CV (In re Vitro SAB de CV), 11-11239,
U.S. Court of Appeals for the Fifth Circuit (New Orleans).  The
bondholders' appeal of Chapter 15 recognition is Ad Hoc Group of
Vitro Noteholders v. Vitro SAB de CV (In re Vitro SAB de CV),
11-02888, U.S. District Court, Northern District Texas (Dallas).

                         About Vitro SAB

Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global
glass producer, serving the construction and automotive glass
markets and glass containers needs of the food, beverage, wine,
liquor, cosmetics and pharmaceutical industries.

Vitro is the largest manufacturer of glass containers and flat
glass in Mexico, with consolidated net sales in 2009 of MXN23,991
million (US$1.837 billion).

Vitro defaulted on its debt in 2009, and sought to restructure
around US$1.5 billion in debt, including US$1.2 billion in notes.
Vitro launched an offer to buy back or swap US$1.2 billion in debt
from bondholders.  The tender offer would be consummated with a
bankruptcy filing in Mexico and Chapter 15 filing in the United
States.  Vitro said noteholders would recover as much as 73% by
exchanging existing debt for cash, new debt or convertible bonds.

            Concurso Mercantil & Chapter 15 Proceedings

Vitro SAB on Dec. 13, 2010, filed its voluntary petition for a
pre-packaged Concurso Plan in the Federal District Court for
Civil and Labor Matters for the State of Nuevo Leon, commencing
its voluntary concurso mercantil proceedings -- the Mexican
equivalent of a prepackaged Chapter 11 reorganization.  Vitro SAB
also commenced parallel proceedings under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in Manhattan
on Dec. 13, 2010, to seek U.S. recognition and deference to its
bankruptcy proceedings in Mexico.

Early in January 2011, the Mexican Court dismissed the Concurso
Mercantil proceedings.  But an appellate court in Mexico
reinstated the reorganization in April 2011.  Following the
reinstatement, Vitro SAB on April 14, 2011, re-filed a petition
for recognition of its Mexican reorganization in U.S. Bankruptcy
Court in Manhattan (Bankr. S.D.N.Y. Case No. 11- 11754).

The Vitro parent received sufficient acceptances of its
reorganization by using the US$1.9 billion in debt owing to
subsidiaries to vote down opposition by bondholders.  The holders
of US$1.2 billion in defaulted bonds opposed the Mexican
reorganization plan because shareholders could retain ownership
while bondholders aren't being paid in full.

Vitro announced in March 2012 that it has implemented the
reorganization plan approved by a judge in Monterrey, Mexico.

In the present Chapter 15 case, the Debtor seeks to block any
creditor suits in the U.S. pending the reorganization in Mexico.

                      Chapter 11 Proceedings

A group of noteholders opposed the exchange -- namely Knighthead
Master Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc.,
Davidson Kempner Distressed Opportunities Fund LP, and Brookville
Horizons Fund, L.P.  Together, they held US$75 million, or
approximately 6% of the outstanding bond debt.  The Noteholder
group commenced involuntary bankruptcy cases under Chapter 11 of
the U.S. Bankruptcy Code against Vitro Asset Corp. (Bankr. N.D.
Tex. Case No. 10-47470) and 15 other affiliates on Nov. 17, 2010.

Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation
counsel to analyze the potential rights that Vitro may exercise
in the United States against the ad hoc group of dissident
bondholders and its advisors.

A larger group of noteholders, known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent approximately US$650 million of the
Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not
among the Chapter 11 petitioners, although the group has
expressed concerns over the exchange offer.  The group says the
exchange offer exposes Noteholders who consent to potential
adverse consequences that have not been disclosed by Vitro.  The
group is represented by John Cunningham, Esq., and Richard
Kebrdle, Esq. at White & Case LLP.

A bankruptcy judge in Fort Worth, Texas, denied involuntary
Chapter 11 petitions filed against four U.S. subsidiaries.  On
April 6, 2011, Vitro SAB agreed to put Vitro units -- Vitro
America LLC and three other U.S. subsidiaries -- that were
subject to the involuntary petitions into voluntary Chapter 11.
The Texas Court on April 21 denied involuntary petitions against
the eight U.S. subsidiaries that didn't consent to being in
Chapter 11.

Kurtzman Carson Consultants is the claims and notice agent to
Vitro America, et al.  Alvarez & Marsal North America LLC, is the
Debtors' operations and financial advisor.

The official committee of unsecured creditors appointed in the
Chapter 11 cases of Vitro America, et al., has selected Sarah
Link Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
Dallas, Texas, and Michael S. Stamer, Esq., Abid Qureshi, Esq.,
and Alexis Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP,
in New York, as counsel.  Blackstone Advisory Partners L.P.
serves as financial advisor to the Committee.

The U.S. Vitro companies sold their assets to American Glass
Enterprises LLC, an affiliate of Sun Capital Partners Inc., for
US$55 million.

U.S. subsidiaries of Vitro SAB are having their cases converted
to liquidations in Chapter 7, court records in January 2012 show.
In December, the U.S. Trustee in Dallas filed a motion to convert
the subsidiaries' cases to liquidations in Chapter 7.  The
Justice Department's bankruptcy watchdog said US$5.1 million in
bills were run up in bankruptcy and hadn't been paid.


VUZIX CORP: Incurs $3.8 Million Net Loss in 2011
------------------------------------------------
Vuzix Corporation filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$3.87 million on $13.05 million of total sales in 2011, a net loss
of $4.55 million on $12.25 million of total sales in 2010, and a
net loss of $3.25 million on $11.88 million of total sales in
2009.

The Company's balance sheet at Dec. 31, 2011, showed $5.81 million
in total assets, $12.64 million in total liabilities and a $6.82
million total stockholders' deficit.

For 2011, EFP Rotenberg, LLP, in Rochester, New York, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has incurred substantial losses from operations in recent years.
In addition, the Company is dependent on its various debt and
compensation agreements to fund its working capital needs.  And
while there are no financial covenants with which the Company must
comply with, these debts are past due in some cases.

                         Bankruptcy Warning

The Company said in the annual report that its future viability is
dependent on its ability to execute these plans successfully.  If
the Company fails to do so for any reason, the Company would not
have adequate liquidity to fund its operations, would not be able
to continue as a going concern and could be forced to seek relief
through a filing under U.S. Bankruptcy Code.

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

                        http://is.gd/EYKgXD

                         About Vuzix Corp.

Rochester, New York-based Vuzix Corporation (TSX-V: VZX)
OTC BB: VUZI) -- http://www.vuzix.com/-- is a supplier of Video
Eyewear products in the defense, consumer and media &
entertainment markets.


WASHINGTON MUTUAL: WMI Holdings Has New Auditor
-----------------------------------------------
WMI Holdings Corp., formerly Washington Mutual, Inc., announced
that the Audit Committee of the Company's Board of Directors
approved the appointment of Burr Pilger Mayer, Inc. as the
Company's new independent registered public accounting firm,
effective as of April 10, 2012, to perform independent audit
services for the Company.

Mike Willingham, Chairman of the Board of Directors, stated, "We
are pleased to have Burr Pilger Mayer, Inc. engaged as the
Company's new auditors to provide audit services in connection
with the audit of the Company's financial statements. We look
forward to working with our new auditors."

The Company also noted that it has become aware that its new
common stock is trading on the pink sheets on an unsolicited quote
basis, even though the Company has not taken any steps or actions
to list or otherwise facilitate any trading in its common stock.
The Company reminds shareholders and investors that it has no
control over the trading of its securities on the pink sheets,
except for the restrictions on transfers contained in the
Company's Amended and Restated Articles of Incorporation and the
Company's Amended and Restated Bylaws.

As previously disclosed, the Company's Articles and Bylaws impose
significant transfer restrictions on the Company's new common
stock.  These court-approved transfer restrictions have been
adopted in order to protect the Company's ability to utilize
significant net operating loss carry-forwards under and in
accordance with regulations promulgated by the Internal Revenue
Service.  Specifically, among other things, without the consent of
the Board, these provisions (a) restrict the ability of a
shareholder to acquire or own more than 4.75% of new common stock
and (b) restrict the ability of a shareholder to dispose of new
common stock if such shareholder owns, as of March 19, 2012, the
date the Company emerged from bankruptcy, more than 4.75% of new
common stock.  The Articles provide that transactions in the
Company's new common stock in violation of these transfer
restrictions will be void.

These transfer restrictions are set forth in Article VI of the
Articles and Section 9.9 of the Company's Bylaws.  All
shareholders and investors are advised to review the restrictions
on transfer contained in the Articles and Bylaws.  A restricted
legend has been placed on certificates representing the Company's
new common stock. You also should consult with your legal,
financial and tax advisors with respect to how these transfer
restrictions potentially affect your holdings of or investment in
new common stock.

As previously disclosed, the new Board of Directors has formed a
Corporate Strategy & Development Committee to explore
opportunities available to the Company to deploy its assets and
enhance shareholder value.

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- was the holding company for Washington
Mutual Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  WaMu owns
100% of the equity in WMI Investment.  When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695.  WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP.  The Debtor tapped Valuation Research Corporation as
valuation service provider for certain assets.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Fled LLP in New
York, and David B. Stratton, Esq., at Pepper Hamilton LLP in
Wilmington, Del., represent the Official Committee of Unsecured
Creditors. Stephen D. Susman, Esq., at Susman Godfrey LLP and
William P. Bowden, Esq., at Ashby & Geddes, P.A., represent the
Equity Committee.  The official committee of equity security
holders also tapped BDO USA as its tax advisor. Stacey R.
Friedman, Esq., at Sullivan & Cromwell LLP and Adam G. Landis,
Esq., at Landis Rath & Cobb LLP in Wilmington, Del., represent
JPMorgan Chase, which acquired the WaMu bank unit's assets prior
to the Petition Date.

Records filed Jan. 24, 2012, say that Washington Mutual Inc.,
former owner of the biggest U.S. bank to fail, has spent
$232.8 million on bankruptcy professionals since filing its
Chapter 11case in September 2008.

In March 2012, the Debtors' Seventh Amended Joint Plan of
Affiliated, as modified, and as confirmed by order, dated Feb. 23,
2012, became effective, marking the successful completion of the
chapter 11 restructuring process.

The Plan is based on a global settlement that removed opposition
to the reorganization and remedy defects the judge identified in
September.  The plan is designed to distribute $7 billion.  Under
the reorganization plan, WaMu established a liquidating trust to
make distributions to parties-in-interest on account of their
allowed claims.


WILLOWS II: Case Summary & 5 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: The Willows II, LLC
        fdba Northgate, Inc.
        622 Timberlake Lane
        Wilmington, NC 28411

Bankruptcy Case No.: 12-02876

Chapter 11 Petition Date: April 13, 2012

Court: United States Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Debtor's Counsel: George M. Oliver, Esq.
                  OLIVER FRIESEN CHEEK, PLLC
                  P.O. Box 1548
                  New Bern, NC 28563
                  Tel: (252) 633-1930
                  Fax: (252) 633-1950
                  E-mail: efile@ofc-law.com

Scheduled Assets: $1,101,300

Scheduled Liabilities: $645,428

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/nceb12-02876.pdf

The petition was signed by Daniel Hilla, member/manager.


* Largest Residential Estate to Be Auctioned by Auction.com
-----------------------------------------------------------
Auction.com, the nation's leading online real estate marketplace,
will auction an exceptional Italianate villa occupying the largest
private estate in Newport Beach on April 26.

Once listed at $87 million and currently listed for $37 million,
the estate is one of the most exquisite properties in the area.
It includes a 16,600-square-foot main residence in the final
stages of construction, along with a 7,000-square-foot 17-car
garage and a variety of other luxury amenities.

The one-day auction will be held at The Resort at Pelican Hill,
which is near to the property located at 1 Pelican Hill Road.
Online bids via a webcast will also be accepted through
Auction.com's innovative platform that allows sellers and buyers
of luxury homes to meet in a transparent auction process.  The
auction is a bankruptcy court mandated auction and there is no
opening bid on the property.  There is a 2 percent broker co-op
available for agents who pre-register a successful buyer.

"The vast size of the property and the elegance of the
improvements are attributes that are rarely found in the luxury
market, especially in Southern California," said Robert Friedman,
Auction.com's chairman and a founding principal.  "When you also
consider that the home must be sold, and there is no opening bid,
this is a once-in-a-lifetime opportunity for bidders."

The singular acreage includes vast expanses of mature gardens, a
private lake, tennis court, a wine cave, a horse stable and riding
area.  The luxurious main residence has seven bedrooms and 13
bathrooms, which comprise a private compound that rivals any other
real estate property in the region.

Terraced waterfalls, canyon, city light and distant ocean views
all contribute to the majestic aura.  Enhancement opportunities
are virtually limitless and include the ability to add guest and
accessory buildings thereby creating a personal compound unlike
anything else in Newport Beach.  A one-bedroom gate house also
sits on the property.

"By delivering a high volume of qualified buyers to each property,
we help each seller achieve the home's true market value,"
Friedman added.  "At the same time, the buyer for this luxury
property will be able to purchase it through an efficient system
that brings transparency to the bidders.  As a result, it's a win-
win for both sides."

Auction.com's marketing -- http://www.auction.com/luxury--
efforts have already attracted 700 open-house attendees with an
additional open house scheduled on April 22 from noon-4 p.m.
Bidders must pre-register online.


* Moody's Says US CMBS Collateral Pool Leverage to Increase
-----------------------------------------------------------
The leverage on loans backing upcoming CMBS conduit transactions
is poised to increase, says Moody's Investors Service in its
quarterly review of US CMBS. Moody's says that several conduits in
its second quarter 2012 CMBS deal pipeline have collateral pools
with average leverage approaching or exceeding 100% Moody's loan-
to value ratio (MLTV).

"While final pool composition is still subject to change, should
the more highly levered Q2 transactions be issued as currently
constituted they will see from 50 to 100 basis points of
additional credit support across their investment-grade rated bond
classes," says Tad Philipp, Moody's Director of Commercial Real
Estate Research. "Should the adverse credit drift continue in
future quarters it will be met with further subordination
increases."

Positive for the credit quality of the upcoming conduit deals is a
significant pickup in deal size and loan diversity, says Moody's.
Average deal size is poised to increase by about 40% over Q1 to
approximately $1.3 billion while the effective number of loans as
measured by the Herfindahl index will move from the low 20's to
the low 30's.

Moody's says the level of leverage in conduit loan pools in the
first quarter of the year was stable.

During the first quarter 2012 Moody's rated three conduit
transactions, bringing the number of transactions it has rated
post financial crisis, or in CMBS 2.0, to 23.

For the first quarter MLTV was 94.8%, down slightly from 95.6% in
fourth quarter 2011. The loan to value ratio has remained stable
in the mid 90's range for five consecutive quarters.

Preliminary indications from five conduit transactions Moody's
expects to rate in the second quarter are that the average MLTV
will increase by about 3% from first quarter levels. Two of the
pipeline deals have average MLTVs of approximately 100%, while
three have MLTVs consistent with the mid 90's levels of the Q1
deals.

A positive for the credit quality of future CMBS is that
originators of conduit loans are offering spreads that are
converging with those of other lenders. The lower spreads will
make CMBS programs more attractive to loan sponsors and will
result in higher quality collateral backing CMBS loans.

The special report "US CMBS Q1 2012 Review: Q2 Poised to See More
Highly Leveraged Collateral Pools, Increased Subordination Levels"
is available at Moodys.com.


* Philip Abelson Among Law360's Five Bankruptcy Stars Under 40
--------------------------------------------------------------
Martin Bricketto at Bankruptcy Law360 reports that Dewey & LeBoeuf
LLP partner Philip Abelson's work in huge bankruptcy cases such as
Los Angeles Dodgers LLC and NewPage Corp., the largest coated
paper manufacturer in North America, has earned him a place among
Law360's five rising bankruptcy stars under 40.

Mr. Abelson, 37, didn't spend his childhood dreaming of becoming a
bankruptcy attorney, but fell in love with the practice when he
joined Weil Gotshal & Manges LLP in 2002, following the landmark
Chapter 11 filings of Enron Corp. and Global Crossing Ltd.,
according to Law360.


* Partners in Top 25% of Law Firms Hike Hourly Rates By 4.9%
------------------------------------------------------------
Jennifer Smith, writing for The Wall Street Journal, reports that
TyMetrix Inc., a legal software and analytics company, and
Corporate Executive Board Co., a business research and advisory
firm, said Monday that partners in the top 25% of law firms that
bill on an hourly basis boosted their average price to $873 an
hour last year, up 4.9% from 2010, while those for the bottom
quarter rose just 1.3%, averaging $204 last year.  The study
examined billing rates at more than 4,000 firms.

On the whole, the study said lawyers last year pushed through the
biggest overall annual rate increase, 5.1%, since the recession,
when many firms froze prices or scaled back increases to keep
clients happy.

According to the report, the slow growth at the low end shows that
clients who pushed back on legal bills during the economic
downturn are continuing to hold the line, especially on routine
matters, including bulk contract work or compiling documents for
patent claims.  And that disparity between who can raise prices --
and who can't -- spotlights a growing segmentation in the $100
billion corporate legal market.

WSJ notes consulting firm Valeo Partners maintains a database of
legal rates pulled from court filings and other public
information.  Lawyers billing $1,000 an hour this year include:

     * Ira Dizengoff, a financial restructuring partner at Akin
       Gump Strauss Hauer & Feld LLP;

     * Andrew Goldman, vice chairman of the bankruptcy practice at
       Wilmer Cutler Pickering Hale and Dorr LLP; and

     * Peter Calamari, Esq., of Quinn Emanuel Urquhart & Sullivan
       LLP.

WSJ says Akin Gump, Wilmer Hale and Mr. Calamari declined to
comment.

WSJ, citing Valeo data, also reports that high-billing partners in
the 12 law firms with the most revenue as ranked by American
Lawyer magazine charge between $250 and $400 an hour more than
low-billing partners at the same firm.  The data noted that the
top publicly disclosed rate at Skadden, Arps, Slate, Meagher &
Flom LLP was $1,095, compared with a bottom rate of $790.  Legal
experts expect prices to push even higher.

The report notes average hourly billing rates are up 7.1% for
partners at the top 12 firms, which include Skadden, Kirkland &
Ellis LLP, Weil, Gotshal & Manges LLP, Latham & Watkins LLP,
Greenberg Traurig LLP, White & Case LLP and DLA Piper.

"Our rate structure reflects the real costs and competitive
environment in each market and practice," said Greenberg Traurig
Chief Executive Richard Rosenbaum, according to WSJ.
"Collaboration allows us to use that structure to deliver both
quality and unique value to each client."

The other firms either declined to comment or didn't respond to
requests for comment, WSJ says.

Barnes & Thornburg LLP, a firm with more than 500 lawyers with
roots in Indiana, didn't get resistance from clients when it
increased rates last year by 4% to 5%, said Tracy Larsen --
tracy.larsen@btlaw.com -- co-chairman of the firm's corporate
practice, according to WSJ.

Valeo Partners, LLC, based in Washington, DC, may be reached at
Tel: 202-722-1864; e-mail: admin@valeopartners.com


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

Apr. 19-22, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact:             1-703-739-0800      ;
http://www.abiworld.org/

July 14-17, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Workshop
        The Ritz-Carlton Amelia Island, Amelia Island, Fla.
           Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Aug. 2-4, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Md.
           Contact:             1-703-739-0800      ;
http://www.abiworld.org/

November 1-3, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Westin Copley Place, Boston, Mass.
           Contact: http://www.turnaround.org/

Nov. 29 - Dec. 2, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Winter Leadership Conference
        JW Marriott Starr Pass Resort & Spa, Tucson, Ariz.
           Contact:             1-703-739-0800      ;
http://www.abiworld.org/

April 10-12, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        JW Marriott Chicago, Chicago, Ill.
           Contact: http://www.turnaround.org/

October 3-5, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Marriott Wardman Park, Washington, D.C.
           Contact: http://www.turnaround.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

Last Updated: Sept. 17, 2011



                            *********

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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