TCR_Public/120419.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, April 19, 2012, Vol. 16, No. 108

                            Headlines

1555 WABASH: Can Use Cash Collateral Through April 30
1555 WABASH: Files Schedules of Assets and Liabilities
1555 WABASH: Wants to Employ CB Richard Ellis as Appraiser
1555 WABASH: Has Green Light to Hire Crane Heyman as Counsel
261 EAST: Wants Plan Filing Deadline Further Extended to July 20

94TH AND SHEA: JPMCC Wins Lift Stay Over Debtor's Objections
ACCO BRANDS: Moody's Rates $500-Mil. Senior Unsecured Notes 'B1'
ADINO ENERGY: Incurs $1.3 Million Net Loss in 2011
ADVANCED MEDICAL: Issues $247,800 Convertible Note to Investor
AEROGROW INTERNATIONAL: Completes Restructuring Transactions

AIRESURF NETWORKS: Receives Order to Discharge Trustee
AFA FOODS: Taps David J. Beckham as Chief Restructuring Officer
AFA INVESTMENT: Proposes Jones Day as Bankruptcy Counsel
AFA INVESTMENT: Taps Pachulski Stang as Bankruptcy Co-Counsel
AFA INVESTMENT: Wants Imperial Capital as Investment Bankers

AFA INVESTMENT: Wants Until June 1 to File Schedules, Statements
AGY HOLDING: Steven Smoot Quits; Jay Ferguson Named Interim CFO
ALCO CORP: Reaches Agreement With Banco Popular on Asset Sale
ALEXANDER SRP: Files Schedules of Assets and Liabilities
ALEXANDER SRP: US Trustee Unable to Form Creditors Committee

ALEXANDER SRP: Fights Back Lender's Motion for Case Dismissal
ALT HOTEL: Cash Collateral Hearing Continued Until April 24
AMARANTH II: Resolves Dispute with Lender, Asks Case Dismissal
AMERICAN WEST: Fox Rothschild Approved as Bankruptcy Counsel
AMERICAN WEST: Gets Final OK to Incur $10MM Loan from WH Ventures

AMERICAN WEST: Has Final Approval to Use Cash Collateral
AMERICAN WEST: James Moore Named as Future Claims Representative
AMERICAN WEST: Nathan A. Schultz Approved as Conflicts Counsel
AMERICAN WEST: Removes Cases Involving Price Promise Commitment
AMES DEPARTMENT: Wants Plan Exclusivity Extended Until Oct. 31

AMSCAN HOLDINGS: S&P Raises Corporate Credit Rating to 'B+'
AVENTINE RENEWABLE: Settles $48MM Adversary Suit vs. Green Plains
BEACON POWER: Is Administratively Insolvent, Wants Case Dismissed
BEACON POWER: Brown Rudnick Authorized to Withdraw as Counsel
BEACON POWER: Seeks Mediator to Resolve Professional Fee Disputes

BEACON POWER: Wants to Employ Verdolino as Wind-Down Manager
BERNARD L. MADOFF: Fairfield Funds Liquidator Files 5 New Suits
BUMBLE BEE: Moody's Affirms 'B2' CFR; Outlook Negative
CHARLES STREET: Bank Questions Eligibility for Bankruptcy
CHINA DU KANG: Incurs $696,000 Net Loss in 2011

CHINA TEL GROUP: Lowers Net Loss to $21.7 Million in 2011
CIRCLE ENTERTAINMENT: Borrows $750,000 from Directors, et al.
CMGT INC: Trustee Asks 7th Circ. to Revive Mayer Malpractice Suit
COACH AMERICA: Auction Date Reset to April 25
CROATAN SURF: Has Eighth Interim Access to Cash Collateral

CYTOCORE INC: Incurs $2.8 Million Net Loss in 2011
DIALOGIC INC: Incurs $54.8 Million Net Loss in 2011
DIALOGIC INC: Tennenbaum Capital Discloses 19.9% Equity Stake
DYNEGY POWER: Moody's Issues Summary Credit Opinion
EDGEN MURRAY: EM Pte Can Borrow Additional $10MM from JPMorgan

ELPIDA MEMORY: Bondholders Organizing, Seek Role in Sale Process
EMMIS COMMUNICATIONS: Amends Put and Call Agreement with GRC
ENERGY CONVERSION: Salamon Group Offers $2.5 Million for Unit
ENERGY CONVERSION: Balks at Shareholders' Committee Request
ENVISION SOLAR: Issues 3.2 Million Common Shares for $800,000

EOS PREFERRED: Reports $1 Million Net Income in 2011
EXECUTIVE LIFE: High Court Approves Liquidation Plan
GMX RESOURCES: Provides Operational Update for 2012
GREYSTONE LOGISTICS: Reports $164,000 Net Income In Feb. 29 Qtr.
HANOVER INSURANCE: Moody's Issues Summary Credit Opinion

HARDAGE HOTELS: Files Schedules of Assets and Liabilities
HARDAGE HOTELS: U.S. Trustee Appoints 4-Member Creditor's Panel
HARTFORD COMPUTER: Delaware Street DIP Loan Expires May 18
HOSTESS BRANDS: Fails to Reach Deal With Teamsters Union
HOSTESS BRANDS: Can Keep Control Over Chapter 11 Case, Judge Says

INFINITY ENERGY: Incurs $3.5 Million Net Loss in 2011
INTERTAPE POLYMER: Annual Shareholders' Meeting Set for May 16
JACOBS FINANCIAL: Delays Form 10-Q for Feb. 29 Quarter
JEFFERSON COUNTY, AL: Creditors Open Debate on Bond Payments
KEMPER CORPORATION: Moody's Issues Summary Credit Opinion

LAS VEGAS MONORAIL: Taps BDO USA as Accountants and Auditors
LAUSELL, INC: Door Maker Files for Bankruptcy in Puerto Rico
LAUSELL, INC: Voluntary Chapter 11 Case Summary
LEHMAN BROTHERS: Court Approves Lehman Re Settlement
LEHMAN BROTHERS: Settlement of IRS 2001-2007 Tax Disputes Okayed

LEHMAN BROTHERS: Objection to Use of Non-Cash Assets Overruled
LEHMAN BROTHERS: Suit Filed for Alpharetta Property
LIBERTY HARBOR: Files for Chapter 11 in Newark
LIBERTY HARBOR: Case Summary & 20 Largest Unsecured Creditors
LIMITED BRANDS: Fitch Affirms 'BB+' LT Issuer Default Rating

LOCATION BASED TECH: Incurs $1.3-Mil. Net Loss in Feb. 29 Quarter
LSP ENERGY: Seeks to Keep Control Over Chapter 11 Case
MARIANA RETIREMENT FUND: Files for Chapter 11 Bankruptcy
MARIANA RETIREMENT FUND: Case Summary & 20 Largest Unsec Creditors
MBI ENERGY: Moody's Assigns B3 CFR, Rates Sr. Unsec. Notes Caa1

MCCLATCHY CO: Morgan Stanley Holds 5% of Class A Common Shares
METALDYNE CORP: Carlyle Group Plans to Sell to Generate Cash
MF GLOBAL: U.S. Senators Pass Resolution to Block Bonuses
MF GLOBAL: UK Unit Collects $500MM of Non-Segregated Assets
MF GLOBAL: Claims Trading Hit $11 Million in February

MILACRON HOLDINGS: S&P Puts 'B' Corp. Credit Rating on Watch Pos
MOHEGAN TRIBAL: Files Statistical Report for Mohegan Sun
MONEY TREE: Files Schedules of Assets and Liabilities
NATIVE WHOLESALE: Exclusivity Hearing Continued Until May 24
NEOMEDIA TECHNOLOGIES: Murray Capital Discloses 7.4% Equity Stake

NEWMARKET CORP: Moody's Withdraws 'Ba1' Corporate Family Rating
NEXSTAR BROADCASTING: Calls for Redemption of $34MM Senior Notes
NEXTWAVE WIRELESS: Sola Warrant Expiration Extended to 2013
NICHOLAS FIORILLO: Case Trustees Sue Businessmen Over Extortion
NOMOS CAPITAL: Fitch Rates Upcoming Loan Notes 'BB-(exp)'

NORTHCORE TECHNOLOGIES: Speeds Up Intellectual Property Strategy
NORTHWEST PIPE: Gets Nasdaq Notice Extending Compliance Date
O&G LEASING: Can Hire Bradley Arant as Corporate Counsel
OPTIMUMBANK HOLDINGS: Howard Zusman Resigns as SVP and CLO
OPTIONS MEDIA: Incurs $12.6 Million Net Loss in 2011

ORAGENICS INC: Incurs $7.6 Million Net Loss in 2011
OSI RESTAURANT: S&P Raises Corporate Credit Rating to 'B'
PACE UNIVERSITY: S&P Raises Bond SPUR From 'BB+' on Stable Demand
PINNACLE AIRLINES: Wayne King Discloses 3.9% Equity Stake
PITT PENN: Can Employ Peckar & Abramson as Litigation Counsel

PRIMUS TELECOM: Moody's Puts CFR on Review Direction Uncertain
RADIAN GROUP: Moody's Downgrades Senior Debt Rating to 'Caa2'
RESOLUTE ENERGY: S&P Assigns B Corp. Credit Rating; Outlook Stable
ROOMSTORE INC: Court Approves Kaplan & Frank as Local Counsel
ROSETTA GENOMICS: To Raise $1.4 Million in Registered Offering

ROTHSTEIN ROSENFELDT: Charity Illegally Profited, Trustee Says
SAGECREST II: Melville Capital Brokers Sale of Antietam Funding
SINO-FOREST CORP: Executives Resign; Monitor to Have More Power
SMF ENERGY: Fuel Distributor Goes Bankrupt After Funding Dried Up
ST CATHERINE MEDICAL: CMS Releases Corrective Action Plan

STANDARD PACIFIC: Fitch Affirms 'B-' Issuer Default Rating
STARLIGHT INVESTMENTS: UK Liquidators File Chapter 15 Petition
STARLIGHT INVESTMENTS: Chapter 15 Case Summary
STERLING SHOES: Town Shoes Transaction to Close May 22
STOCKTON, CA: Can Suspend Police Accrued Sick Payouts, Judge Says

SWORDFISH FINANCIAL: Incurs $1.4 Million Net Loss in 2011
TBS INTERNATIONAL: Suspending Filing of Reports with SEC
TEEKAY CORP: Moody's Says Tanker Sale Credit Negative
TELETOUCH COMMUNICATIONS: Incurs $3MM Net Loss in Feb. 29 Quarter
TN-K ENERGY: Reports $1.2 Million Net Income in 2011

TRANS ENERGY: Reports $8.9 Million Net Income in 2011
TRIMURTI INVESTMENTS: Files for Chapter 11 in Orlando
TRIMURTI INVESTMENTS: Case Summary & Creditors List
TRW AUTOMOTIVE: S&P Affirms 'BB+' Corp. Credit Rating; Outlook Pos
TURKPOWER CORP: Delays Form 10-Q for Feb. 29 Quarter

UNIVERSAL BIOENERGY: Incurs $2.1 Million Net Loss in 2011
VIASYSTEMS INC: Moody's Affirms 'B2' CFR; Outlook Positive
VOLT INFORMATION: Fitch Withdraws Low-B Rating on $42-Mil. Loan
VU1 CORP: Incurs $9.1 Million Net Loss in 2011
WABASH NATIONAL: Moody's Assigns 'B1' CFR/PDR; Outlook Stable

WEGENER CORP: Incurs $363,702 Net Loss in March 2 Quarter
WINLAND ELECTRONICS: Gets NYSE Amex Non-Compliance Notice
WJO INC: Cash Collateral Hearing Scheduled for April 25
WORLD HEALTH: Former CEO Pleas Guilty on Fraud & Tax Evasion
Z TRIM HOLDINGS: Reports Continued Sales Growth in Q1 2012

ZOO ENTERTAINMENT: Incurs $25.8 Million Net Loss in 2011

* Moody's Sees Negative Conditions for Not-for-Profit Hospitals

* Cadwalader's Peter Friedman Among Law360's Rising Star Under 40
* Cozen O'Connor Adds Three Dewey & LeBoeuf Attorneys

* Recent Small-Dollar & Individual Chapter 11 Filings



                            *********

1555 WABASH: Can Use Cash Collateral Through April 30
-----------------------------------------------------
The Hon. Jacqueline P. Cox of the U.S. Bankruptcy Court for the
Northern District of Illinois has authorized 1555 Wabash LLC to
use cash collateral during the period Feb. 1, 2012, through
April 30, 2012.

In return for the Debtor's interim use of cash collateral, AMT
CADC Venture LLC, the Debtor's senior lender, and Weyerhauser
Realty Investors are granted adequate protection for their
purported secured interests:

     1. The Debtor will permit the Lenders to inspect, upon
        reasonable notice, within reasonable hours, the Debtor's
        books and records;

     2. The Debtor shall maintain and pay premiums for insurance
        to cover all of its assets from fire, theft and water
        damage;

     3. The Debtor will maintain sufficient cash reserves for the
        payment of postpetition real estate taxes when such real
        estate taxes become due and payable;

     4. The Debtor shall, upon reasonable request, make available
        to the Lenders evidence of the Lenders' collateral or
        proceeds thereof;

     5. The Debtor will properly maintain the Property in good
        repair and properly manage such Property; and

     6. The Lenders shall be granted valid, perfected, enforceable
        security interests in and to Debtor's post-petition
        assets, including all proceeds and products which are now
        or hereafter become property of this estate to the extent
        and priority of their alleged pre-petition liens, if
        valid, but only to the extent of any diminution in the
        value of such assets during the period from the
        commencement of the Debtor's Chapter 11 case through the
        next hearing on the use of cash collateral.

A copy of the cash collateral order is available for free at:

     http://bankrupt.com/misc/1555WABASH_2ndcashcollorder.pdf

As reported in the Troubled Company Reporter on Jan. 10, 2012,
1555 Wabash sought Court authority to use certain cash and cash
equivalents that allegedly serve as collateral for claims asserted
against the Debtor and its property by AMT CADC Venture and
Weyerhauser as junior lender.  A full-text copy of Wabash's
proposed 4-month budget through April 2012 is available at
http://is.gd/wWxrWI

The cash collateral issues in the Chapter 11 case relate to the
rents generated at the Debtor's property and the funds on deposit
in accounts maintained by the Debtor.  The Senior Lender asserts a
first position mortgage lien and claim against the Property which
purportedly secures a senior mortgage debt of $42,126,967.  In
addition to its mortgage lien on the Property, the Senior Lender
asserts a security interest in and lien upon the rents being
generated at the Property.  The Junior Lender asserts a mortgage
lien and claim against the Property which secures a second
subordinate mortgage debt of $7,492,743.  In addition to its
mortgage lien on the Property, the Junior Lender asserts a
security interest in and lien upon the rents being generated at
the Property.

The Debtor said it needs access to cash collateral to continue to
operate its business and manage its financial affairs and
effectuate an effective reorganization.

According to papers filed by the Debtor in court, the original
mortgage lender was seized by regulators with all loans (including
the Debtor's loan) and related assets being acquired by and
transferred to the Senior Lender.  The Debtor attempted to
negotiate a re-setting of the required sale prices for the
condominium units so as to reflect realistic values for such
condominium units in light of the economic downturn.  Both the
regulators and, then, the Senior Lender refused to adjust these
sale prices.  As a result, the Debtor has been unable to sell the
condominium units (as the sale prices are grossly in excess of
that justified in the marketplace) and has turned to renting the
unsold condominiums as apartment units.

The Debtor's operational and profitability problems are
principally due to the general economic problems facing the
country over the last several years (particularly in real estate).
Despite these issues, the Debtor said it generates substantial
rental income at the Property that will serve as the basis for the
formulation and implementation of an exit strategy from the
Chapter 11 case.

In partial response to an action brought by the Debtor against its
prior mortgage lender and other mechanics lien creditors in the
Circuit Court of Cook County, Illinois, the Senior Lender filed a
counterclaim which, among other things, seeks to foreclose on the
Property.  On Dec. 22, 2011, the State Court entered an Order in
the Foreclosure appointing a receiver for the Property.

The Chapter 11 case was filed before the receiver took possession
of the Property.

The Debtor has attempted to resolve all of the issues with the
Senior Lender, thus far without success.  The Debtor intends to
continue with settlement negotiations with the Senior Lender.

                        About 1555 Wabash

1555 Wabash LLC owns and operates a 14-story mixed use building
located at 1555 South Wabash, in Chicago, Illinois.  The property
is comprised of 176 residential units plus 11,000 square feet of
commercial space located on the first floor of the building.  The
property was originally developed as condominium units to be sold
at designated sale prices to qualified buyers.  Construction
was generally completed as of the middle of 2009.  Only 36 of the
100 sale contracts closed.  As of the Petition Date, 1555 Wabash
leased 115 of the remaining 140 residential apartment units --
roughly 82% -- to qualified tenants, while the commercial space is
presently vacant.

1555 Wabash LLC filed for Chapter 11 (Bankr. N.D. Ill. Case No.
11-51502) on Dec. 27, 2011, to halt foreclosure of the property.
Judge Jacqueline P. Cox oversees the case.  David K. Welch, Esq.,
at Crane Heyman Simon Welch & Clar, serves as the Debtor's
counsel.  The Debtor scheduled $90,055 in personal property and
said the current value if its condo building is unknown.  The
Debtor also listed $51.6 million in liabilities.  The petition was
signed by Theodore Mazola, president of New West Realty
Development Corp, sole member and manager of the Debtor.


1555 WABASH: Files Schedules of Assets and Liabilities
------------------------------------------------------
1555 Wabash, LLC, filed with the Bankruptcy Court for the Northern
District of Illinois its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets          Liabilities
     ----------------            -----------       -----------
  A. Real Property                        $0
  B. Personal Property               $90,055
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $51,424,508
  E. Creditors Holding
     Unsecured Priority
     Claims                                                 $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                           $194,115
                                 -----------      ------------
        TOTAL                        $90,055       $51,618,623

The Debtor said the current value if its condo building is
unknown.

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

           http://bankrupt.com/misc/1555_WABASH_sal.pdf

                        About 1555 Wabash

1555 Wabash LLC owns and operates a 14-story mixed use building
located at 1555 South Wabash, in Chicago, Illinois.  The property
is comprised of 176 residential units plus 11,000 square feet of
commercial space located on the first floor of the building.  The
property was originally developed as condominium units to be sold
at designated sale prices to qualified buyers.  Construction
was generally completed as of the middle of 2009.  Only 36 of the
100 sale contracts closed.  As of the Petition Date, 1555 Wabash
leased 115 of the remaining 140 residential apartment units --
roughly 82% -- to qualified tenants, while the commercial space is
presently vacant.

1555 Wabash LLC filed for Chapter 11 (Bankr. N.D. Ill. Case No.
11-51502) on Dec. 27, 2011, to halt foreclosure of the property.
Judge Jacqueline P. Cox oversees the case.  David K. Welch, Esq.,
at Crane Heyman Simon Welch & Clar, serves as the Debtor's
counsel.   The petition was signed by Theodore Mazola, president
of New West Realty Development Corp., sole member and manager of
the Debtor.


1555 WABASH: Wants to Employ CB Richard Ellis as Appraiser
----------------------------------------------------------
1555 Wabash, LLC, asks the Bankruptcy Court for authorization to
employ Randal Dawson and CB Richard Ellis as appraiser.

In order to properly present evidence at any confirmation hearing
on the bankruptcy plan, the Debtor requires an appraisal of its
Property and the assistance of a witness capable of providing
expert testimony at the confirmation hearing.

The Debtor has selected Mr. Dawson for the reason that he has
considerable experience in matters of this nature and is well
qualified to perform the services.

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

Mr. Dawson is requesting a post-petition retainer in the amount of
$20,000.  The Debtor seeks authority to pay the retainer from
available cash.

                        About 1555 Wabash

1555 Wabash LLC owns and operates a 14-story mixed use building
located at 1555 South Wabash, in Chicago, Illinois.  The property
is comprised of 176 residential units plus 11,000 square feet of
commercial space located on the first floor of the building.  The
property was originally developed as condominium units to be sold
at designated sale prices to qualified buyers.  Construction
was generally completed as of the middle of 2009.  Only 36 of the
100 sale contracts closed.  As of the Petition Date, 1555 Wabash
leased 115 of the remaining 140 residential apartment units --
roughly 82% -- to qualified tenants, while the commercial space is
presently vacant.

1555 Wabash LLC filed for Chapter 11 (Bankr. N.D. Ill. Case No.
11-51502) on Dec. 27, 2011, to halt foreclosure of the property.
Judge Jacqueline P. Cox oversees the case.  David K. Welch, Esq.,
at Crane Heyman Simon Welch & Clar, serves as the Debtor's
counsel.  The Debtor scheduled $90,055 in personal property and
said the current value if its condo building is unknown.  The
Debtor also listed $51.6 million in liabilities.  The petition was
signed by Theodore Mazola, president of New West Realty
Development Corp, sole member and manager of the Debtor.


1555 WABASH: Has Green Light to Hire Crane Heyman as Counsel
------------------------------------------------------------
The Bankruptcy Court has authorized 1555 Wabash, LLC, to employ
David K. Welch, Arthur G. Simon and Jeffrey C. Dan and the law
firm of Crane, Heyman, Simon, Welch & Clar as counsel.

The Debtor has selected CHSWC because they have considerable
experience in matters of this nature and are well qualified to
perform the services as required in this bankruptcy case.

The Debtor states that it is necessary for it to employ and have
the aid of duly qualified counsel to render these professional
services:

     A. To prepare necessary applications, motions, answers,
        orders, adversary proceedings, reports and other legal
        papers;

     B. To provide the Debtor with legal advice with respect to
        its rights and duties involving its property as well as
        its reorganization efforts;

     C. To appear in court and to litigate whenever necessary; and

     D. To perform any and all other legal services that may be
        required from time to time in the ordinary course of the
        Debtor's business during the administration of this
        bankruptcy case.

David K. Welch, Esq., assures the Court that the firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Prior to the petition date, CHSWC was paid $70,000 as an advance
payment retainer for its representation of the Debtor in this
bankruptcy case.

                        About 1555 Wabash

1555 Wabash LLC owns and operates a 14-story mixed use building
located at 1555 South Wabash, in Chicago, Illinois.  The property
is comprised of 176 residential units plus 11,000 square feet of
commercial space located on the first floor of the building.  The
property was originally developed as condominium units to be sold
at designated sale prices to qualified buyers.  Construction
was generally completed as of the middle of 2009.  Only 36 of the
100 sale contracts closed.  As of the Petition Date, 1555 Wabash
leased 115 of the remaining 140 residential apartment units --
roughly 82% -- to qualified tenants, while the commercial space is
presently vacant.

1555 Wabash LLC filed for Chapter 11 (Bankr. N.D. Ill. Case No.
11-51502) on Dec. 27, 2011, to halt foreclosure of the property.
Judge Jacqueline P. Cox oversees the case.  David K. Welch, Esq.,
at Crane Heyman Simon Welch & Clar, serves as the Debtor's
counsel.  The Debtor scheduled $90,055 in personal property and
said the current value if its condo building is unknown.  The
Debtor also listed $51.6 million in liabilities.  The petition was
signed by Theodore Mazola, president of New West Realty
Development Corp, sole member and manager of the Debtor.


261 EAST: Wants Plan Filing Deadline Further Extended to July 20
----------------------------------------------------------------
261 East 78 Realty Corp. asks the U.S. Bankruptcy Court for the
Southern District of New York to further extend the deadline for
filing a proposed plan of reorganization to July 20, 2012.

Dan Shaked, Esq., at Shaked & Posner, the counsel for the Debtor,
says that the main issue that is holding up the proposal of a plan
of reorganization is the Debtor's challenge of MB Financial's
standing.  The Debtor does not know how long it will take to
resolve the dispute.  "While it is possible that the parties will
reach a resolution within the 90-day extension sought, further
extension may be sought," Mr. Shaked states.

The Debtor is owner of a 6-story medical office building.  On the
Filing Date, it has 3 tenants and no Certificate of Occupancy.  It
seeks to emerge from Chapter 11 protection with the ability to
rent all units.  According to Mr. Shaked, the Debtor's location
near Lenox Hill Hospital makes the location very desirable.

The Debtor believes that all documents are now with the City
Department of Buildings and but for beaurocratic backlog, the C of
O would have already been issued.  Mr. Shaked says that this is
critical because some of the leases signed by existing tenants are
conditioned upon the issuance of a C of O, and that renting
additional units is more challenging if there is no C of O.

The Debtor and one of its tenants, Amplitude Vibration Studio,
LLC, have resolved their differences regarding past due rent and
Amplitude has begun making regular rental payments in the amount
of $17,500 per month on March 1, 2012.  Amplitude has turned over
to the Debtor $52,500 in back rent.  The Debtor recently signed a
lease with a new tenant, Esquared Mgt., Inc., paying an additional
$4,500 per month.  The Debtor is having discussions with its other
2 tenants and expects them to commence paying rent shortly.

Now that the Debtor is receiving rental income, it is negotiating
a Cash Collateral Stipulation with MB Financial and hopes to have
it ready shortly.

                           About 261 East

261 East 78 Realty Corp. owns real property located at 261 East
78th Street, in New York.  The premises consist of seven
commercial units, three of which are currently occupied.  261 East
78 Realty filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case
No. 11-15624) on Dec. 6, 2011.  Judge Robert E. Gerber presides
over the case.  The Chapter 11 filing was precipitated by the
commencement of foreclosure proceedings on the premises.  The
Debtor scheduled $20,211,417 in assets and $18,757,664 in
liabilities.  The petition was signed by Lee Moncho, president.


94TH AND SHEA: JPMCC Wins Lift Stay Over Debtor's Objections
------------------------------------------------------------
Judge Sarah Sharer Curley of the U.S. Bankruptcy for the District
of Arizona has approved the motion of JPMCC 2007-CIBC19 Shea
Boulevard, LLC for relief from the automatic stay in the Chapter
11 cases of 94th and Shea LLC, overruling the Debtor's objection.

Judge Curley orders that the automatic stay is terminated and
modified effective immediately, and JPMCC is authorized to
exercise any and/or all of its rights or remedies under the
parties' loan documents.

In opposing the motion, the Debtor said no justification has been
given by JPMCC as to why this mandatory stay should be
disregarded.

In May 2011, the Debtor won Court approval of the disclosure
statement explaining its plan of reorganization.  The Disclosure
Statement, as amended, said the Plan will be funded by operations
of the Debtor's real property and a capital infusion in the amount
of the new value by the interest holders or a successful bidder,
if an auction is held.  As a showing of good faith and commitment
to the Plan, the interest holders will place $100,000 in escrow in
the trust account of the Debtor's bankruptcy counsel on or before
the auction.  These funds will become a part of the estate and
will fund the new value contribution obligations, only in the
event that the interest holders is the successful bidder for the
equity interests in the Reorganized Debtor.  Additionally, the
funds will only be available to, and become a part of, the estate
if a confirmation order confirming this Plan is entered and
becomes a final order.

The Debtor had proposed to pay in full all allowed secured claims,
including the $21 millio claim of JPMCC 2007-CIBC19 Shea Boulevard
LLC.  Holders of unsecured claims totaling $1,855,116 will (i)
share, pro rata, in a distribution of $150,000 in cash paid by the
Reorganized Debtor, from the new value contribution, on the 90th
day following the Effective Date of the Plan, (ii) each receive
its pro rata portion of a $500,000 subordinated debenture payable
to holders of allowed unsecured claims.

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/94thandShea_RedlinedDS.pdf

Late last year, JPMCC and the Debtor agreed, for purposes of the
Debtor's plan and the lender's bid for stay relief, that the value
of the Debtor's real property known as The Shops and Office at
9400 Shea and the adjacent parcel of land is $11.7 million.

In November, JPMCC asked the Court to dismiss or convert the
Chapter 11 case to one under Chapter 7 of the Bankruptcy Code,
saying the Debtor and its principals, Steven J. Goodhue and John
W. Rosso, have engaged in multiple and extensive acts of self-
dealing and gross mismanagement resulting in substantial
diminution of estate assets.  Among other things, Goodhue and
Rosso have failed to enforce the terms of certain leases with two
tenants owned and controlled by Debtor's insiders, namely 94
Hundred Corporate Center, L.L.C. and Renegade Cafe and Canteen,
L.L.C.  The Debtor also had been non-responsiveness to discovery
requests, and failed to attend properly noticed depositions.

                       About 94th and Shea

Scottsdale, Arizona-based 94th and Shea, L.L.C., owns and operates
real property known as The Shops and Office at 9400 Shea, located
at 9325, 9343, 9375, and 9397 East Shea Boulevard in Scottsdale,
Arizona.  The Property consists of 37,037 square feet of retail
space and 35,238 square feet of office space.

94th and Shea filed for Chapter 11 bankruptcy protection (Bankr.
D. Ariz. Case No. 10-37387) on Nov. 19, 2010.  John J. Hebert,
Esq., Mark W. Roth, Esq., and Wesley D. Ray, Esq., at Polsinelli
Shughart, P.C., in Phoenix, Ariz., serve as counsel to the Debtor.
The Debtor disclosed $123,588 plus unknown amount in assets and
$22,870,408 in liabilities as of the Chapter 11 filing.

Secured creditor JPMCC 2007-CIBC19 Shea Boulevard, LLC, is
represented by Robert R. Kinas, Esq., Jonathan M. Saffer, Esq.,
and Nathan G. Kanute, Esq., at Snell & Wilmer L.L.P., in Tucson,
Arizona.


ACCO BRANDS: Moody's Rates $500-Mil. Senior Unsecured Notes 'B1'
----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to ACCO Brands
Corporation's $500 million of proposed senior unsecured notes.
ACCO's B2 Corporate Family Rating and Probability of Default
Rating remain on review for upgrade. Moody's expects to upgrade
the Corporate Family Rating and Probability of Default Rating to
Ba3 from B2 if the acquisition of the office product segment of
MeadWestvaco ("Mead C&OP', Ba1 CFR) closes under its current
terms. The B1 rating assigned to ACCO's $500 million proposed
senior unsecured notes reflects the expected post-acquisition Ba3
Corporate Family Rating and Probability of Default Rating.

Moody's also upgraded the rating on the proposed $1,020 million
senior secured credit facility to Ba1 from Ba2. The upgrade
reflects greater than expected junior ranking obligations in the
post-acquisition capital structure which provides loss absorption
to the senior secured creditors in a default scenario. The rating
on the existing senior subordinated notes remains under review,
but those notes are expected to be repaid in full at closing and
Moody's expects to withdraw the rating at that time. The existing
senior secured notes also remain under review and are expected to
be withdrawn if the majority of holders accept a tender offer that
was announced on April 16, 2012. The speculative grade liquidity
rating was affirmed at SGL-2.

"The contemplated two notch upgrade of the Corporate Family Rating
to Ba3 reflects a material improvement in credit metrics pro forma
for the transaction, a significant increase in the scale of the
combined company and increased exposure to faster growing emerging
markets in Latin America," said Kevin Cassidy, Senior Credit
Officer at Moody's Investors Service. "In addition, the
acquisition will broaden ACCO's distribution to more mass
retailers and away from the traditional Office Super Stores," he
said.

Upon completion of the transaction, MeadWestvaco shareholders will
own 50.5% of the combined company. MeadWestvaco's Consumer &
Office Products business is a manufacturer and marketer of school
supplies, office products, and planning and organizing tools --
including the Mead(R), Five Star(R), Trapper Keeper(R), AT-A-
GLANCE(R), Cambridge(R), Day Runner(R), Hilroy, Tilibra and
Grafons brands in the United States, Canada and Brazil. With the
addition of this business, ACCO Brands increases its scale and
strengthens its position in school and office products.

For tax purposes, the transaction is structured as a "Reverse
Morris Trust" transaction and will will be funded with a
combination of $940 million of debt, approximately $544 million of
equity based on the current stock price and approximately $56
million of cash. $190 million of the secured debt will initially
be issued to a special purpose entity, which debt will then be
guaranteed by ACCO at close. Under the terms of the merger
agreement, MeadWestvaco will establish a separate entity to hold
the Consumer & Office Products business, the shares of which will
be distributed to MeadWestvaco shareholders in a tax-free
transaction in return for a $460 million dividend to MeadWestvaco
from the new entity. Immediately after the spin-off and
distribution, the newly formed company will merge with a
subsidiary of ACCO Brands. The acquisition is subject to ACCO
shareholder approval at a meeting scheduled for April 23, 2012.

Rating assigned:

$500 million Senior Unsecured Notes at B1 (LGD 5, 80%);

Ratings upgraded/LGD assessments revised:

$320 million Term Loan A to Ba1 (LGD2, 26%) from Ba2 (LGD2, 27%);

$450 million Term Loan B to Ba1 (LGD2, 26%) from Ba2 (LGD2, 27%);

$250 million Revolver to Ba1 (LGD2, 26%) from Ba2 (LGD2, 27%);

Ratings remaining under review:

Corporate Family Rating at B2;

Probability of Default Rating at B2;

Senior subordinated notes rating at Caa1;

Senior secured notes rating at B1;

Rating affirmed:

Speculative grade liquidity rating at SGL-2

RATING RATIONALE

ACCO's expected Ba3 Corporate Family Rating post-acquisition
reflects its size at over $2 billion for the combined company,
moderate Debt/Ebitda of less than 4 times proforma for the
acquisition, good product and geographic diversification, and the
expectation for steady financial performance. The rating also
considers ACCO's increased exposure to the faster growing emerging
markets of Latin America at 12% of pro forma sales. The rating
incorporates the mature nature of the office and school supplies
industry. ACCO serves a consumable segment about half of which is
tied to discretionary consumer spending and a durable exposure,
which is driven more by business spending but is more vulnerable
to cyclicality. Mitigating these factors is ACCO's solid market
position within the office supply product categories, improved
margins through a realignment of its cost structure, good free
cash flow generation, commitment to pay down debt and good
liquidity profile that provides financial flexibility to continue
to weather the uncertain economic environment. Moody's also
considers the relevance of ACCO to its largest customers as one of
only a few global suppliers of office products.

The CFR is expected to be upgraded to Ba3 if the transaction
closes consistent with the proposed terms.The ratings are unlikely
to be downgraded in the near term even if the acquisition of Mead
C&OP does not close under its current terms.The B2 CFR could be
downgraded if the transaction fails to close and earnings and cash
flow materially deteriorate from current levels such that EBITA
margins fall to the single digits or lower and financial leverage
(debt/EBITDA) is sustained above 6 times .

The principal methodology used in rating ACCO was Moody's Global
Consumer Durables 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.

ACCO Brands Corporation is a leading supplier of branded office
products, which are marketed in over 100 countries to retailers,
wholesalers, and commercial end-users. Revenue for ACCO
approximated $1.3 billion for the year ending December 31, 2011.

The office product segment of MeadWestvaco, located in Dayton,
Ohio, is a leading provider of school, office, and time-management
products in North America and Brazil. It manufactures brands such
as At-A-Glance, Day Runner, Five-Star, Mead, and Hilroy. Sales for
the year ending December 31, 2011 approximated $740 million.


ADINO ENERGY: Incurs $1.3 Million Net Loss in 2011
--------------------------------------------------
Adino Energy Corporation filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $1.31 million on $277,917 of total revenues in 2011,
compared with a net loss of $277,802 on $58,107 of total revenues
in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $4.37 million
in total assets, $7.09 million in total liabilities and a $2.71
million total shareholders' deficit.

For 2011, M&K CPAS, PLLC, 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
recurring losses from operations and maintains a working capital
deficit.

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

                        http://is.gd/b5hdNG

                        About Adino Energy

Based in Houston, Texas, Adino Energy Corporation (OTC BB: ADNY)
-- http://www.adinoenergycorp.com/-- through its wholly owned
subsidiary Intercontinental Fuels, LLC, specializes in fuel
terminal operations for retail, wholesale, and governmental
suppliers.


ADVANCED MEDICAL: Issues $247,800 Convertible Note to Investor
--------------------------------------------------------------
In exchange for $132,800, Advanced Medical Isotope Corporation
issued to an investor who is a director and principal shareholder
of the Company a convertible note in the principal amount of
$132,800 and 53,120 shares of common stock as a loan origination
fee.  The note bears interest at 10% per annum.  The principal and
interest are due and payable in full on the maturity date of
April 12, 2013.  At the option of the holder, the principal and
interest are convertible into common stock at $0.09 per share.

On March 22, 2012, in exchange for $115,000, the Company issued to
the same investor a convertible note in the principal amount of
$115,000 and 46,000 shares of common stock as a loan origination
fee.  The note bears interest at 10% per annum.  The principal and
interest are due and payable in full on the maturity date of
March 22, 2013.  At the option of the holder, the principal and
interest are convertible into common stock at $0.14 per share.

                      About Advanced Medical

Kennewick, Washington-based Advanced Medical Isotope Corporation
is engaged in the production and distribution of medical isotopes
and medical isotope technologies.  Medical isotopes are used in
molecular imaging, therapy, and nuclear medicine to diagnose,
manage and treat diseases.

For the fiscal year ended Dec. 31, 2011, HJ & Associates, LLC, in
Salt Lake City, Utah, expressed substantial doubt about Advanced
Medical Isotope's ability to continue as a going concern.  The
independent auditors noted that the Company has suffered recurring
losses, used significant cash in support of its operating
activities and, based upon current operating levels, requires
additional capital or significant restructuring to sustain its
operation for the foreseeable future.

The Company reported a net loss of $2.7 million for 2011, compared
with a net loss of $4.1 million for 2010.

The Company's balance sheet at Dec. 31, 2011, showed $1.1 million
in total assets, $5.9 million in total liabilities, and a
shareholders' deficit of $4.8 million.


AEROGROW INTERNATIONAL: Completes Restructuring Transactions
------------------------------------------------------------
AeroGrow International, Inc., on April 11, 2012, completed a
series of transactions related to a restructuring of its debt and
equity accounts.  As part of the Restructuring Transactions,
holders of the Company's 8% Subordinated Secured Convertible
Promissory Notes and holders of the Company's Series A Convertible
Preferred Stock agreed to convert their holdings, in full, into
Common Stock of the Company.  In addition, existing warrants to
purchase Series A Stock were converted into warrants to purchase
Common Stock, and the Company issued new warrants to purchase
Common Stock to the holders of the Series A Stock.  The
Restructuring Transactions were approved by the Company's Board of
Directors, the Company's Common shareholders, the Series A Stock
holders voting as a separate class, and the holders of the Notes
voting as a separate class.

8% Subordinated Secured Convertible Promissory Notes

On April 11, 2012, Notes totaling $7,444,379.99, inclusive of
accrued interest of $647,985.05, were converted into 297,775,249
shares of the Company's Common Stock reflecting a conversion price
of $0.025 per share of Common Stock.  Subsequent to the
conversions, there were no remaining Notes or accrued interest
outstanding.  The Note holders agreed to convert the Notes into
Common Stock in exchange for the Company agreeing to reduce the
conversion price from $0.10 per share of Common Stock to $0.025
per share of Common Stock.

Members of Management and the Board of Directors, along with their
family members and affiliates, held $1,036,213 of the Notes that
were converted.  The participation of the Insiders in the
Restructuring Transactions was on the same terms and conditions,
and at the same conversion price, as all holders of the Notes.

Series A Convertible Preferred Stock

On April 11, 2012, 7,526 shares of Series A Stock were converted
into 95,079,455 shares of the Company's Common Stock reflecting an
effective conversion rate of 12,633.46 shares of Common Stock per
share of Series A Stock, or an effective conversion price of
$0.0792.  Subsequent to the conversions, there were no shares of
Series A Stock outstanding.  The Series A Stock holders agreed to
convert the Series A Stock into Common Stock in exchange for the
Company agreeing to reduce the effective conversion price from
$0.1764 per share of Common Stock to $0.0792, and in exchange for
the Company issuing warrants to purchase Common Stock to the
Series A Stock holders, as discussed below.

The Insiders held 4,343 shares of the Series A Stock that were
converted into Common Stock.  The Insider shares were converted at
a conversion price of $0.09 per share of Common Stock.

Series A Convertible Preferred Warrants

In accordance with the terms and conditions of the Series A
Warrants, upon the conversion of all shares of Series A Stock into
Common Stock, 4,164 Series A Warrants automatically converted into
46,266,666 Common Stock Warrants.  Subsequent to the Restructuring
Transactions there were no Series A Warrants outstanding.  In
addition, as part of the Restructuring Transactions, the Company
declared and paid a dividend of 23,133,333 Common Stock Warrants
to the holders of the Series A Warrants.  The Common Stock
Warrants have an exercise price of $0.07 per share of Common
Stock, and expire on April 11, 2017.

The Insiders held 1,669 Series A Warrants which converted to
18,544,444 Common Stock Warrants and received a Warrant Dividend
aggregating 9,272,224.  The conversion of the Series A Warrants
held by the Insiders and the Warrant Dividend paid to the Insiders
were transacted on the same terms and conditions as applied to all
Series A Warrant holders.

As disclosed in the Company's definitive Schedule 14C Information
Statement dated March 16, 2012, a majority-in-interest of the
Series A Stock holders approved an amendment to the Certificate of
Designations of the Series A Stock that reduced the conversion
price from $0.18 per share of Common Stock to $0.09 per share of
Common Stock, conditioned upon the Series A Stock holders
consenting to the conversion of all shares of Series A Stock into
shares of Common Stock.  On April 11, 2012, all of the Series A
Stock was converted into Common Stock.

                           About AeroGrow

Boulder, Colo.-based AeroGrow International, Inc., is a developer,
marketer, direct-seller, and wholesaler of advanced indoor garden
systems designed for consumer use and priced to appeal to the
gardening, cooking, and healthy eating, and home and office decor
markets.

The Company reported a net loss of $2.71 million on $6.08 million
of product sales for the nine months ended Dec. 31, 2011, compared
with a net loss of $5.29 million on $8.20 million of product sales
for the same period a year ago.

The Company's balance sheet at Dec. 31, 2011, showed $5.66 million
in total assets, $10.03 million in total liabilities, and a
$4.37 million total stockholders' deficit.

For Fiscal 2011, the Company's independent auditors expressed
substantial doubt about the Company's ability to continue as a
going concern.  As reported in the TCR on Aug. 30, 2011, Eide
Bailly LLP, in Fargo, North Dakota, said the Company does not
currently have sufficient liquidity to meet its anticipated
working capital, debt service and other liquidity needs in the
near term.


AIRESURF NETWORKS: Receives Order to Discharge Trustee
------------------------------------------------------
AireSurf Networks Holdings Inc. has received an order of the
Ontario Superior Court of Justice in Bankruptcy and Insolvency
dated March 23, 2012, discharging Risman & Zysman Inc. as the
trustee in bankruptcy of the of the estate of the Company.  This
is the final order with respect to the Company's bankruptcy
proposal and concludes the bankruptcy proceedings.  An aggregate
of $958,254.28 of indebtedness was settled through the bankruptcy
proposal.

The Company will now proceed with the consolidation of its common
shares on a one for 10 basis.  The current 58,447,789 issued and
outstanding common shares of the Company will be consolidated into
approximately 5,844,778 common shares.  If the consolidation would
otherwise result in a shareholder holding a fraction of a common
share, no fraction or fractional certificate will be issued and
the shareholder will not receive a whole common share for each
such fraction held.  In all other respects, the post-consolidated
common shares will have the same attributes as the existing common
shares.

In addition, the Company has ceased to work with Avrev Canada Inc.
to raise the requisite funds to purchase various proprietary
security and sensor applications from Avrev.  The Company is
investigating strategic alternatives, including possible
acquisitions, which may or may not involve a change of business,
in order to enhance shareholder value.

                      About AireSurf Networks

In April 2011, AireSurf Networks Holdings Inc. disclosed that it
has issued to various creditors an aggregate of 8,130,193 common
shares in the capital of the Company, in accordance with its
bankruptcy proposal made on Sept. 22, 2010, and approved by the
Ontario Superior Court of Justice in Bankruptcy and Insolvency on
Nov. 15, 2010.

Risman & Zysman Inc., the Company's trustee in bankruptcy, will
distribute the shares to the creditors of the Company who filed
valid proof of claims in connection with the Proposal.

AireSurf has 58,447,789 shares outstanding.

Under the terms of the proposal filed by Risman & Zysman Inc.,
trustee in bankruptcy, each unsecured creditor of the Company is
to receive one common share in the capital of the Company for
every $0.05 of indebtedness.

Ontario, Canada-based Airesurf Networks is a researcher, designer
and manufacturer of digital communication amplifiers.   The
MegaFI(TM) System extends the range, coverage and throughput
capacity of WiFi access points without signal degradation.


AFA FOODS: Taps David J. Beckham as Chief Restructuring Officer
---------------------------------------------------------------
AFA Investment Inc., et al., ask the U.S. Bankruptcy Court for the
District of Delaware for permission to employ FTI Consulting, Inc.
to (i) provide David J. Beckham as chief restructuring officer;
and (ii) provide additional personnel to provide additional
restructuring support to the Debtors.

FTI will, among other things:

   a) assist the Debtors in the preparation of financial
      disclosures required by the Court, including the schedules
      of assets and liabilities, the statements of financial
      affairs and monthly operating reports;

   b) assist the Debtors with monitoring, reporting and providing
      other analyses in connection with the Debtors' postpetition
      financing, including, but not limited to, preparation for
      hearings regarding the financing and the use of cash
      collateral; and

   c) assist with the monitoring and implementation of cash
      management procedures.

David J. Beckman, a senior managing director at FTI, tells the
Court that the hourly rates of the firm's employees required to
testify or provide evidence in connection with the matter are:

         Senior Managing Directors             $780 - $895
         Directors/Managing Directors          $569 - $745
         Consultants/Senior Consultants        $280 - $530
         Administrative/Paraprofessionals      $115 - $230

The Debtors have agreed to compensate FTI by a fixed monthly fee
of $260,000 for services rendered in connection with the
restructuring advisory function of the scope of services.  For
providing the services of Mr. Beckham, FTI will receive an
additional fixed monthly fee of $90,000.  As such, the total
monthly fixed fee owed to FTI will be $350,000.

According to FTI's books and records, during the 90 days prior to
the petition date, FTI received payments totaling (a) $630,645 to
satisfy accrued fees; (b) $74,950 to satisfy accrued expenses; and
(c) $519,355 to fund the retainer.

Mr. Beckman assures the Court that FTI does not have or represent
any interest adverse to the Debtors' estates or any class of
creditor or equity security holders, by reason of any direct or
indirect relationship to, connection with or interest in, parties-
in-interest in the cases, or for any other reason.

The Debtors set a hearing on April 24, 2012, at 2:00 p.m. (ET) on
the employment of FTI.

                          About AFA Foods

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

Yucaipa Cos. acquired the business in 2008 and currently owns 92%
percent of the common stock and all of the preferred stock.

AFA Foods, AFA Investment Inc. and other affiliates filed for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-11127) on
April 2, 2012, after recent changes in the market for its ground
beef products and the impact of negative media coverage related to
boneless lean beef trimmings -- BLBT -- affected sales.

Judge Mary Walrath presides over the case.  Lawyers at Jones Day
and Pachulski Stang Ziehl & Jones LLP serve as the Debtors'
counsel.  FTI Consulting Inc. serves as financial advisors and
Imperial Capital LLC serves as marketing consultants.  Kurtzman
Carson Consultants LLC serves as noticing and claims agent.

As of Feb. 29, 2012, on a consolidated basis, the Debtors' books
and records reflected approximately $219 million in assets and
$197 million in liabilities.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
members to the official committee of unsecured creditors in the
Chapter 11 cases of AFA Investment Inc., AFA Foods and their
debtor-affiliates.


AFA INVESTMENT: Proposes Jones Day as Bankruptcy Counsel
--------------------------------------------------------
AFA Investment Inc., et al., ask the U.S. Bankruptcy Court for the
District of Delaware for permission to employ Jones Day as
counsel.

Tobias S. Keller, a partner in Jones Day, tells the Court that the
hourly rates of the firm's personnel are:

          Jeffrey B. Eliman, partner            $800
          Tobias S. Keller, partner             $775
          Robert A. Trodella, partner           $725
          Aaron L. Agenbroad, partner           $700
          John E. Mazey, partner                $650
          Brett J. Berlin, of counsel           $625
          Timothy W. Hoffmann, associate        $625
          Daniel J. Merrett, associate          $475
          Dara R. Levinson, associate           $400
          Nicholas C. Bowen, paralegal          $225

Mr. Keller assures the Court that Jones Day is a "disinterested
person," as that term is defined in Section 101(14) of the
Bankruptcy Code.

The Debtors set a hearing on April 24, 2012, at 2:00 p.m. (ET) on
the employment of Jones Day.

                       About AFA Foods

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

Yucaipa Cos. acquired the business in 2008 and currently owns 92%
percent of the common stock and all of the preferred stock.

AFA Foods, AFA Investment Inc. and other affiliates filed for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-11127) on
April 2, 2012, after recent changes in the market for its ground
beef products and the impact of negative media coverage related to
boneless lean beef trimmings -- BLBT -- affected sales.

Judge Mary Walrath presides over the case.  Lawyers at Jones Day
and Pachulski Stang Ziehl & Jones LLP serve as the Debtors'
counsel.  FTI Consulting Inc. serves as financial advisors and
Imperial Capital LLC serves as marketing consultants.  Kurtzman
Carson Consultants LLC serves as noticing and claims agent.

As of Feb. 29, 2012, on a consolidated basis, the Debtors' books
and records reflected approximately $219 million in assets and
$197 million in liabilities.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
members to the official committee of unsecured creditors in the
Chapter 11 cases of AFA Investment Inc., AFA Foods and their
debtor-affiliates.

Pachulski Stang can be reached at:

         Laura Davis Jones, Esq.
         Timothy P. Cairns, Esq.
         Peter J. Keane, Esq.
         PACHULSKI STANG ZIEHL & JONES LLP
         Wilmington, DE
         919 North Market Street, 17th Floor
         P.O. Box 8705
         Wilmington, DE 19899-8705 (Courier 19801)
         Tel: (302) 652-4100
         Fax: (302) 652-4400
         E-mail: ljones@pszjlaw.com
                 tcairns@pszjlaw.com
                 pkeane@pszjlaw.com

Jones Day can be reached at:

         Tobias S. Keller, Esq.
         JONES DAY
         555 California Street, 26th Floor
         San Francisco, CA 94104
         Tel: (415) 626-3939
         Fax: (415) 875-5700
         E-mail: tkel1erjonesday.com

         Jeffrey B. Bellman, Esq.
         Brett J. Berlin, Esq.
         JONES DAY
         1480 Peachtree Street, N.E., Suite 800
         Atlanta, GA 30309
         Tel: (404) 581-3939
         Fax: (404) 581-8330
         E-mail: jbellman@jonesday.com
                 biberlin@jonesday.com


AFA INVESTMENT: Taps Pachulski Stang as Bankruptcy Co-Counsel
-------------------------------------------------------------
AFA Investment Inc., et al., ask the U.S. Bankruptcy Court for the
District of Delaware for permission to employ Pachulski Stang
Ziehl & Jones LLP as restructuring co-counsel.

The principal attorneys and paralegals designated to represent the
Debtors and their standard hourly rates are:

         Laura Davis Jones                  $955
         Timothy P. Cairns                  $525
         Peter J. Keane                     $395
         Monica Molitor                     $275

Prepetition, PSZ&J has received payments in the amount of $109,414
including the Debtors aggregate filing fees for these cases, in
connection with its prepetition representation of the Debtors.
PSZ&J is current as of the Petition Date, but has not yet
completed a final reconciliation of its prepetition fees
and expenses.  Upon final reconciliation of the amount actually
expended prepetition, any balance remaining from the prepetition
payments to the firm will be credited to the Debtors and utilized
as PSZ&J's retainer to apply to postpetition fees and expenses
pursuant to the compensation procedures approved by this Court in
accordance with the Bankruptcy Code.

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

The Debtors set a hearing on April 24, 2012, at 2:00 p.m. (ET) on
the employment of Pachulski.

                       About AFA Foods

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

Yucaipa Cos. acquired the business in 2008 and currently owns 92%
percent of the common stock and all of the preferred stock.

AFA Foods, AFA Investment Inc. and other affiliates filed for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-11127) on
April 2, 2012, after recent changes in the market for its ground
beef products and the impact of negative media coverage related to
boneless lean beef trimmings -- BLBT -- affected sales.

Judge Mary Walrath presides over the case.  Lawyers at Jones Day
and Pachulski Stang Ziehl & Jones LLP serve as the Debtors'
counsel.  FTI Consulting Inc. serves as financial advisors and
Imperial Capital LLC serves as marketing consultants.  Kurtzman
Carson Consultants LLC serves as noticing and claims agent.

As of Feb. 29, 2012, on a consolidated basis, the Debtors' books
and records reflected approximately $219 million in assets and
$197 million in liabilities.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
members to the official committee of unsecured creditors in the
Chapter 11 cases of AFA Investment Inc., AFA Foods and their
debtor-affiliates.


AFA INVESTMENT: Wants Imperial Capital as Investment Bankers
------------------------------------------------------------
AFA Investment Inc., et al., ask the U.S. Bankruptcy Court for the
District of Delaware for permission to employ Imperial Capital,
LLC as investment bankers.

Imperial will, among other things:

  (a) provide the Debtors with an analysis of their business,
operations, properties, financial condition, competition,
industry, forecast, prospects and management;

  (b) assist the Debtors in preparing Transaction Offering
Materials with respect to any Transaction; and

  (c) identify and contact selected qualified buyers for the
Transaction and furnishing them, on behalf of the Debtors, with
copies of the Transaction Offering Materials.

Marc A. Bilbao, a managing director of Imperial, tells the Court
that the Debtors agreed to pay Imperial's fee structure:

   (i) a monthly advisory fee of $100,000; and

  (ii) a deferred fee payable as provided that under no
circumstances will Imperial be entitled to payment of more than
one deferred fee:

       (x) $250,000 if the assets of the Debtors' estates are (A)
liquidated under a Chapter 11 Plan, (B) sold to any of the
Debtors' prepetition secured lenders pursuant to a credit
bid submitted by the lenders, if no third party submits an
executed offer or offers with no material contingencies providing
for aggregate consideration equal to or exceeding $40,000,000 or
(C) otherwise sold for less than $40,000,000 in aggregate
consideration; or

       (y) if the aggregate Transaction Consideration for the
assets of the Debtors' estates equals or exceeds $40,000,000, then
Imperial will be entitled to either (A) the greater of $1,000,000
or 2% of the aggregate consideration for the transaction in the
context of a single transaction or (B) the greater of $500,000 or
2% of the aggregate Transaction Consideration for each transaction
where the Transaction Consideration is at least $10,000,000, up to
a maximum of $1,500,000 in total for all such multiple
transactions.

For the avoidance of doubt, only a single deferred fee may be
earned by Imperial under subparagraphs (i) or (ii) above.
Imperial will credit aggregate Monthly Advisory Fees in excess of
$200,000 against the amount of any Deferred Fee earned; provided,
however, that no more than $300,000 in monthly advisory fees will
be credited against the amount of any deferred fee.

In addition, the Debtors agree to reimburse Imperial for its
customary and reasonable expenses incurred in connection with the
matters.

Prepetition, Imperial received one payment from the Debtors in the
amount of $54,032.  Of the Prepetition Payment, $35,484 was
applied in satisfaction of the pro-rated monthly advisory fee for
the month of March, and the balance of $18,548 was taken as a
deposit against out-of-pocket expenses.  As of the Petition Date,
Imperial held approximately $7,500 of the expense deposit.

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

The Debtors set a hearing April 24, 2012, at 2:00 p.m. (ET) on the
employment of Imperial.

                          About AFA Foods

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

Yucaipa Cos. acquired the business in 2008 and currently owns 92%
percent of the common stock and all of the preferred stock.

AFA Foods, AFA Investment Inc. and other affiliates filed for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-11127) on
April 2, 2012, after recent changes in the market for its ground
beef products and the impact of negative media coverage related to
boneless lean beef trimmings -- BLBT -- affected sales.

Judge Mary Walrath presides over the case.  Lawyers at Jones Day
and Pachulski Stang Ziehl & Jones LLP serve as the Debtors'
counsel.  FTI Consulting Inc. serves as financial advisors and
Imperial Capital LLC serves as marketing consultants.  Kurtzman
Carson Consultants LLC serves as noticing and claims agent.

As of Feb. 29, 2012, on a consolidated basis, the Debtors' books
and records reflected approximately $219 million in assets and
$197 million in liabilities.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
members to the official committee of unsecured creditors in the
Chapter 11 cases of AFA Investment Inc., AFA Foods and their
debtor-affiliates.


AFA INVESTMENT: Wants Until June 1 to File Schedules, Statements
----------------------------------------------------------------
AFA Investment Inc., et al., ask the U.S. Bankruptcy Court for the
District of Delaware to extend until June 1, 2012, their time to
file schedules of assets and liabilities; schedules of executory
contracts and unexpired leases; and statements of financial
affairs.

The Debtors explain they need additional time to collect, review
and assemble a substantial amount of information necessary for
their schedules and statements.

The Debtors set a hearing on April 24, 2012, at 2:00 p.m. (ET) on
the proposed schedules filing extension.

                         About AFA Foods

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

Yucaipa Cos. acquired the business in 2008 and currently owns 92%
percent of the common stock and all of the preferred stock.

AFA Foods, AFA Investment Inc. and other affiliates filed for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-11127) on
April 2, 2012, after recent changes in the market for its ground
beef products and the impact of negative media coverage related to
boneless lean beef trimmings -- BLBT -- affected sales.

Judge Mary Walrath presides over the case.  Lawyers at Jones Day
and Pachulski Stang Ziehl & Jones LLP serve as the Debtors'
counsel.  FTI Consulting Inc. serves as financial advisors and
Imperial Capital LLC serves as marketing consultants.  Kurtzman
Carson Consultants LLC serves as noticing and claims agent.

As of Feb. 29, 2012, on a consolidated basis, the Debtors' books
and records reflected approximately $219 million in assets and
$197 million in liabilities.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
members to the official committee of unsecured creditors in the
Chapter 11 cases of AFA Investment Inc., AFA Foods and their
debtor-affiliates.


AGY HOLDING: Steven Smoot Quits; Jay Ferguson Named Interim CFO
---------------------------------------------------------------
Steven Smoot has resigned as Chief Financial Officer of AGY
Holding Corp. effective April 10, 2012.  Pursuant to the terms of
a separation agreement among the Company, its parent, KAGY Holding
Company, Inc., and Mr. Smoot, Mr. Smoot will receive severance and
other benefits substantially on the terms set forth in the KAGY
Severance Plan (provided that he will receive a cash amount equal
to $64,890, which is equal to 35% of his potential maximum 2012
annual bonus), and in addition he will receive reimbursement of up
to approximately $25,000 of relocation expenses and up to $6,500
of legal fees associated with the negotiation of the agreement.
Mr. Smoot will also receive 12 months of accelerated vesting of
his options granted under the 2006 KAGY Stock Option Plan.  In
addition, under the terms of the agreement, from the effective
date of his resignation as Chief Financial Officer until April 30,
2012, Mr. Smoot will continue his employment with the Company in a
non-executive transitional role and will continue to receive a
base salary and benefits at the same rate as provided for in his
employment offer letter.

Effective April 10, 2012, Jay Ferguson was appointed to serve as
Interim Chief Financial Officer of the Company.  On the effective
date of his appointment, Mr. Ferguson entered into a consulting
services agreement with the Company, which sets forth the terms of
his engagement.  Under the terms of the agreement, during his
service at the Company, Mr. Ferguson will receive compensation at
a rate of $50,000 per month plus reimbursement by the Company for
reasonable business expenses during the term of the agreement.
The agreement may be terminated by either party at any time, with
or without cause, upon 30 days' written notice to the other party
and by the Company in the event that the Company engages a new
Chief Financial Officer or for certain breaches of the agreement,
upon notice to Mr. Ferguson, subject to the payment of fees and
expenses incurred by Mr. Ferguson through the effective date of
termination.  In addition, under the terms of the agreement, Mr.
Ferguson will be subject to confidentiality restrictions.

Mr. Ferguson, who is 59 years old, served as Senior Vice President
and Chief Financial Officer of Aquilex Holdings LLC from 2005
until March 2012 and has had extensive experience in financial
management of both public and private companies.

                         About AGY Holding

AGY Holding Corp. -- http://www.agy.com/-- produces fiberglass
yarns and high-strength fiberglass reinforcements used in
composites applications.  AGY serves a range of markets including
aerospace, defense, electronics, construction and industrial.
Headquartered in Aiken, South Carolina, AGY has a European office
in Lyon, France and manufacturing facilities in the U.S. in Aiken,
South Carolina and Huntingdon, Pennsylvania and a controlling
interest in a manufacturing facility in Shanghai, China.

The Company reported a net loss of $14.57 million on
$183.67 million of net sales for the year ended Dec. 31, 2010,
compared with a net loss of $93.51 million on $153.85 million of
net sales during the prior year.

The Company reported a net loss of $21.10 million on $141.54
million of net sales for the nine months ended Sept. 30,
2011, compared with a net loss of $17.64 million on $140.44
million of net sales for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$294.72 million in total assets, $288.21 million in total
liabilities, $233,000 in obligation under put/call for
noncontrolling interest and $6.27 million in total shareholders'
equity.

                           *     *     *

As reported by the TCR on Nov. 23, 2011, Moody's Investors Service
lowered AGY Holding Corporation's (AGY) Corporate Family Rating
(CFR) to Caa2 from B3, reflecting the decline in the company's
liquidity and weak operating performance.

In the Dec. 5, 2011, edition of the TCR, Standard & Poor's Ratings
Services lowered its corporate credit rating on Aiken, S.C.-based
AGY Holding Corp. (AGY) to 'CCC-' from 'CCC+'.

"Our rating action reflects our view that AGY's credit quality has
deteriorated due to ongoing weakness in its operating performance,
a decline in liquidity, and the potential for insufficient
liquidity to meet interest payments in 2012.  As of Sept. 30,
2011, the company reported total liquidity of $17 million
including $16.2 million of availability under its unrated
revolving credit facility. AGY reported that it expected liquidity
to decline to levels of around $12.4 million in November following
the payment of nearly $10 million in semiannual interest on its
notes.  It also expects effective availability to be lower than
the reported figures, because the company is also subject to a
fixed-charge coverage ratio covenant if availability under its
revolving credit facility declines to below $6.25 million. We do
not expect to be in compliance if the covenant becomes applicable.
Current liquidity levels have declined from our expectations of a
minimum liquidity of $20 million at the previous rating. Key
credit risks, in our view, are liquidity insufficient to meet
requirements (including approximately $20 million in future
interest payments in 2012). An additional risk is potential
liquidity requirements possibly arising from the put option
available with the seller of AGY Hong Kong Ltd. for the remaining
30% of the company not yet purchased by AGY.  The put option can
be exercised through Dec. 31, 2013.  AGY reports a fair value of
about $0.23 million for the remaining 30% of the AGY Hong Kong
Ltd. as of Sept. 30, 2011 -- a decline from an initial estimated
value of about $12 million in 2009. AGY Hong Kong also has about
$10.5 million of debt, which the company reports it is trying to
extend, and approximately $11.5 million in annually renewable
working capital facilities due in 2012 (debt at AGY Hong Kong is
nonrecourse to AGY)," S&P said.


ALCO CORP: Reaches Agreement With Banco Popular on Asset Sale
-------------------------------------------------------------
Alco Corporation reached an agreement with Banco Popular de Puerto
Rico regarding the sale of the company's asphalt plant located ion
Toa, Alta, Puerto Rico.

Banco Popular filed an objection on the sale on March 27, 2012.

The Debtor and the bank resolved this issue and agreed on these
terms:

     1. The Debtor recognizes that the bank holds a valid lien
        over, among other things, the plant, its licenses and
        permits.

     2. The Debtor recognizes that the bank has asserted a secured
        claim of at least $874,000.

     3. The bank's secured claim has a first lien over the plant.

     4. The Debtor has proposed and the bank has accepted that the
        plant be sold to BTB Corporation free and clear of liens.

     5. In consideration of the sale and release of the liens
        which attach the assets to be sold to BTB, the bank will
        accept payment of $225,000.  This agreement is expressly
        conditioned on the terms of this sale.  If the purchase or
        the terms of the sale change, then the bank will not be
        bound to get a lower distribution on its secured claim as
        provided.

     8. The bank has also consented to a carve-out of the sales
        proceeds to provide payment to the Internal Revenue
        Service in the amount of $117,734 and $163,265 to the
        Debtor for operations.

     9. The bank will withdraw its objection.

                         About Alco Corp.

Alco Corporation in Dorado, Puerto Rico, filed for Chapter 11
bankruptcy (Bankr. D. P.R. Case No. 12-00139) on Jan. 12, 2012.
It scheduled $11,200,030 in assets and $7,762,314 in debts.
The petition was signed by Alfonso Rodriguez, president.  Alco
tapped Jimenez Vasquez & Associates, PSC, as accountants.


ALEXANDER SRP: Files Schedules of Assets and Liabilities
--------------------------------------------------------
Alexander SRP Apartments, LLC, filed with the U.S. Bankruptcy
Court District for the Southern District of Georgia its schedules
of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $23,000,000
  B. Personal Property              $210,058
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $17,064,096
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $681,144
                                 -----------      -----------
        TOTAL                    $23,210,058      $17,745,240

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

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

                     About Alexander SRP

Alexander SRP Apartments, the owner and operator of a 232-unit
apartment complex known as Odyssey Lake Apartments, located in
Brunswick, Georgia, filed for Chapter 11 bankruptcy (Bankr. S.D.
Ga. Case No. 12-20272) on March 5, 2012.  The apartment is
currently roughly 84% occupied.  The Debtor said it is a Single
Asset Real Estate as defined in 11 U.S.C. Sec. 101(51B).

Judge Susan D. Barrett oversees the case, taking over from Judge
John S. Dalis.  Robert M. Cunningham, Esq., at Hunter Maclean
Exley & Dunn, PC; and Laura E. Woodson, Esq., and Robert
Williamson, Esq., at Scroggins & Williamson, P.C., serve as
counsel for the Debtor.

No Committee of Unsecured Creditors has been appointed.


ALEXANDER SRP: US Trustee Unable to Form Creditors Committee
------------------------------------------------------------
Donald F. Walton, U.S. for Region 21, has not appointed a
committee of unsecured creditors in the Alexander SRP Apartments,
LLC bankruptcy case.

Matthew E. Mills, Assistant U.S. Trustee, says that despite the
Trustee's efforts to contact unsecured creditors, no sufficient
indications of willingness to serve on a committee have been
received from persons eligible to serve.

                        About Alexander SRP

Alexander SRP Apartments, the owner and operator of a 232-unit
apartment complex known as Odyssey Lake Apartments, located in
Brunswick, Georgia, filed for Chapter 11 bankruptcy (Bankr. S.D.
Ga. Case No. 12-20272) on March 5, 2012.  The apartment is
currently roughly 84% occupied.  The Debtor said it is a Single
Asset Real Estate as defined in 11 U.S.C. Sec. 101(51B).

Judge Susan D. Barrett oversees the case, taking over from Judge
John S. Dalis.  Robert M. Cunningham, Esq., at Hunter Maclean
Exley & Dunn, PC; and Laura E. Woodson, Esq., and Robert
Williamson, Esq., at Scroggins & Williamson, P.C., serve as
counsel for the Debtor.  In its schedules, the Debtor disclosed
$23,210,058 in total assets and $17,745,240 in total liabilities.


ALEXANDER SRP: Fights Back Lender's Motion for Case Dismissal
-------------------------------------------------------------
LSREF2 Baron, LLC, a secured creditor and party-in-interest in the
Alexander SRP Apartments, LLC bankruptcy case, filed an objection
to the Debtor's request to use cash collateral, and sought the
dismissal of the Debtor's bankruptcy case or, alternatively,
relief from the automatic stay, claiming that the bankruptcy case
constitutes a bad faith bankruptcy filing.

As reported by the Troubled Company Reporter on March 13, 2012,
the Debtor sought court approval to use cash collateral for
working capital and other general corporate purposes during the
pendency of the Chapter 11 case.  As adequate protection to the
Lender to the extent of any diminution in value of the Lender's
prepetition collateral, the Debtor proposed to provide a
replacement lien in postpetition rents and other income from the
232-unit multifamily apartment complex located in Brunswick, Glynn
County, Georgia, in the same order of priority as existed
prepetition for the Lender.

The Debtor urges the Court to deny the request for dismissal
because the case was filed in a good faith exercise of the
protections provided by the Bankruptcy Code and that no cause
exists for relief from the automatic stay.

J. Robert Williamson, Esq., at Scroggins & Williamson, P.C., the
counsel for the Debtor, says that there is a substantial equity
cushion in the Debtor's property and that, combined with positive
net income from operations, is sufficient to adequately protect
the Lender's interests.  The Debtor intends to comply with the
requirements for filing a plan and paying interest to the Lender
on or before 90 days after the filing of the case.

The Debtor's schedules show that it has approximately $120,000 of
non-insider unsecured claims.  "While this is relatively small in
comparison to the Lender's secured claim, it is not an
insignificant amount of debt.  The relatively small amount of
unsecured debt in this case is evidence more of the adequate cash
flow and good management of this Debtor than of bad faith," Mr.
Williamson states.

Mr. Williamson says that the Debtor's property was subject to a
foreclosure action and this case was filed on the eve of a
scheduled foreclosure, but an examination of the context shows
that the foreclosure was not a result of arrearages on the debt
but rather the maturity of the construction loan and expiration of
a forbearance agreement entered into between the Debtor and the
original lender.  According to Mr. Williamson, the Debtor offered
to continue to pay the interest payments provided for in the
original note for another forbearance period, but the Lender
didn't give the Debtor additional time to find permanent
financing, preferring instead to attempt to reap a windfall by
foreclosing on the Property.

The Lender was not a party to the original forbearance agreement
between Regions Bank and the Debtor in which the Debtor agreed to
the waiver, based in large part on assurances by Regions that more
forbearance would likely be available should the initial one year
period be insufficient.  Mr. Williamson claims that before
purchasing the loan, the Lender would have had full knowledge that
the maturity had been extended under the Forbearance Agreement,
that the Debtor was likely to need more time to refinance, and
that the Debtor and Regions had discussed a further extension of
the Forbearance Period.  The Lender filed its motions within a
week of the filing of the Debtor's case and has not attempted to
argue that the Debtor has no equity in the Property.

The Debtor denies the Lender's claim that cash collateral budget
shows that the Debtor does not have funds available to make debt
service payments.  "The Debtor's original cash collateral budget
showed rental income of approximately $168,000 per month and cash
flow before debt service of approximately $80,000 per month.
Because the Property has a significant equity cushion, the
Debtor proposed to use the monthly net income to pay for
approximately 13 balcony repairs per month, offering Lone Star
adequate protection for the use of its cash collateral in the form
of a lien on the Debtor's claims against others resulting from the
construction defects.  The Debtor believes that accelerating the
repairs to the Property will further improve cash flow and the
Debtor's prospects for obtaining permanent financing," Mr.
Williamson says.  The Debtor assures the Court that the Lender's
collateral won't be diminished and will be improved in value.

The Lender is represented by:

         KILPATRICK TOWNSEND & STOCKTON LLP
         Paul M. Rosenblatt, Esq.
         Jeffrey P. Fuller, Esq.
         1100 Peachtree Street, Suite 2800
         Atlanta, Georgia 30309
         Tel: (404) 815-6500
         Fax: (404) 815-6555
         E-mail: prosenblatt@kilpatricktownsend.com
                 jfuller@kilpatricktownsend.com

                    and

         Brian K. Epps, Esq.
         699 Broad Street
         Augusta, Georgia 30901-1453
         Tel: (706) 823-4220
         E-mail: bepps@kilpatricktownsend.com

                     About Alexander SRP

Alexander SRP Apartments, the owner and operator of a 232-unit
apartment complex known as Odyssey Lake Apartments, located in
Brunswick, Georgia, filed for Chapter 11 bankruptcy (Bankr. S.D.
Ga. Case No. 12-20272) on March 5, 2012.  The apartment is
currently roughly 84% occupied.  The Debtor said it is a Single
Asset Real Estate as defined in 11 U.S.C. Sec. 101(51B).

Judge Susan D. Barrett oversees the case, taking over from Judge
John S. Dalis.  Robert M. Cunningham, Esq., at Hunter Maclean
Exley & Dunn, PC; and Laura E. Woodson, Esq., and Robert
Williamson, Esq., at Scroggins & Williamson, P.C., serve as
counsel for the Debtor.  In its schedules, the Debtor disclosed
$23,210,058 in total assets and $17,745,240 in total liabilities.

No Committee of Unsecured Creditors has been appointed.


ALT HOTEL: Cash Collateral Hearing Continued Until April 24
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
has continued until April 24, at 1:30 p.m., the hearing to
consider ALT Hotel, LLC's request for continued access to the cash
collateral.

As reported in the Troubled Company Reporter on March 23, 2012,
the senior lender consented to the use of the cash collateral
relating to the hotel's room revenues, meeting space revenues,
food and beverage revenues and other operating department
revenues, rentals and other income and monies received or held in
impound or trust accounts, to operate its business operations.

As adequate protection to the diminution in the value of the
lender's collateral, the Debtor will grant the senior lender,
among other things: (i) replacement liens with the same validity
and priority on all rents and all other property of the estate of
the same kind and nature on which the senior lender had a duly
perfected and valid lien and security interest on a prepetition
basis; (ii) make payments to the senior lender equal to interest
on the outstanding senior debt at the default rate set forth in
the senior loan agreement; (iii) continue to maintain adequate
insurance on all property on which the senior lender holds a duly
perfected and valid lien and security interest on a prepetition
basis.

At the hearing, the Court will also consider DiamondRock Allerton
Owner LLC's objection to the Debtor's cash collateral motion.

                       About ALT Hotel LLC

ALT Hotel, LLC's sole asset is the Allerton Hotel located in the
"Magnificent Mile" area of Chicago.  The Hotel is managed by Kokua
Hospitality, LLC, pursuant to a Hotel Management Agreement, dated
Nov. 9, 2006.  Kokua is the exclusive manager and operator of the
Hotel, and receives management fees for its services, with the
amount of such fees directly linked to the annual performance of
the Hotel.  Hotel Allerton Mezz, LLC, is the sole member of ALT
Hotel.

ALT Hotel filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case
No. 11-19401) on May 5, 2011.  Judge A. Benjamin Goldgar presides
over the case.  Neal L. Wolf, Esq., Dean C. Gramlich, Esq., and
Jordan M. Litwin, Esq., at Neal Wolf & Associates, LLC, in
Chicago, Illinois, serve as bankruptcy counsel to the Debtor.  In
its petition, the Debtor estimated $100 million to $500 million in
assets and $50 million to $100 million in debts.  FTI Consulting
serves as the Debtor's financial advisors.  Affiliate PETRA Fund
REIT Corp. sought Chapter 11 protection (Bankr. S.D.N.Y. Case No.
10-15500) on Oct. 20, 2010.


AMARANTH II: Resolves Dispute with Lender, Asks Case Dismissal
---------------------------------------------------------------
Amaranth II LP asks the U.S. Bankruptcy Court for the Eastern
District of Texas to dismiss its Chapter 11 case.

The Debtor explains that it was unsuccessful in its attempt to
refinance the indebtedness on the property or sell the property
but was able to resolve the dispute with the lender -- RRE VIP
Amaranth, LLC.

The resolution was memorialized in the settlement agreement filed
with the Court on Jan. 18, 2012, amended on Jan. 24, and was
approved by the Court on Feb. 17.  Pursuant to the agreement, all
unsecured creditors together with all operating expenses were paid
in full.

The Debtor relates that there is no further reason to remain in
bankruptcy.

                       About Amaranth II LP

Carrollton, Texas-based Amaranth II LP filed for Chapter 11
bankruptcy (Bankr. E.D. Tex. Case No. 11-43068) on Oct. 4, 2011.
Chief Judge Brenda T. Rhoades presides over the case.  Bruce E.
Turner, Esq., at Bennett Weston Lajone & Turner, P.C., serves as
the Debtor's counsel.  The Debtor disclosed $15,641,623 in assets
and $20,244,491 in liabilities as of the Chapter 11 filing.
The petition was signed by Carmelita D. Dolores, president of
Stonebriar Investment, Inc., its general partner.  No official
committee of unsecured creditors has been appointed.


AMERICAN WEST: Fox Rothschild Approved as Bankruptcy Counsel
------------------------------------------------------------
The Hon. Lloyd King of the U.S. Bankruptcy Court for the District
of Nevada authorized American West Development, Inc., to employ
Fox Rothschild LLP as general bankruptcy and reorganization
counsel.

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

                        About American West

American West Development, Inc. -- fdba Castlebay 1, Inc., et al.
-- is a homebuilder in Las Vegas, Nevada, founded on July 31,
1984.  Initially, AWDI was known as CKC Corporation, but later
changed its name.

AWDI filed for Chapter 11 bankruptcy protection (Bankr. D. Nev.
Case No. 12-12349) on March 1, 2012.  Judge Mike K. Nakagawa
presides over the case.  Brett A. Axelrod, Esq., and Micaela
Rustia Moore, Esq., at Fox Rothschild LLP, serve as AWDI's
bankruptcy counsel.  Nathan A. Schultz, P.C., is AWDI's conflicts
counsel.  AWDI hired Garden City Group as its claims and notice
agent.  American West disclosed $55,392,951 in assets and
$208,495,200 in liabilities as of the Chapter 11 filing.


AMERICAN WEST: Gets Final OK to Incur $10MM Loan from WH Ventures
-----------------------------------------------------------------
The Hon. Lloyd King of the U.S. Bankruptcy Court for the District
of Nevada, in a final order, authorized American West Development,
Inc., to obtain postpetition financing of up to $10,000,000 from
AWH Ventures, Inc., on a non-priming secured and superpriority
basis pursuant to a Debtor-In-Possession Revolving Credit
Agreement.

The proceeds of the postpetition financing will be used to fund
the costs of administering Debtor's estate, including, without
limitation, (i) funding the operations of Debtor's business and
properties, (ii) making adequate protection payments to the
Prepetition Lenders, (iii) paying expenses incurred for the
administration of the Chapter 11 Case, including paying reasonable
compensation of professional fees and expenses, (iv) paying any
contractual obligations, and (v) repaying Revolving Loans.

The Debtor explained that its access to sufficient liquidity
through the incurrence of the Postpetition Financing is vital to
the preservation and maintenance of the going concern value of
Debtor's estate and to Debtor's successful reorganization.  The
use of cash collateral alone would be insufficient to meet
Debtor's postpetition liquidity needs.  The Debtor is unable to
obtain adequate unsecured credit allowable under Bankruptcy Code
sections 364(b) and 503(b)(1).

As security for the full and timely payment of the obligations,
the lender is granted, subject to carve out on certain expenses:

   i) a valid and duly perfected first priority Lien on Avoidance
Actions, and any other previously unencumbered assets of Debtor;

  ii) a valid and duly perfected junior Lien on the Prepetition
Lenders' Collateral and any other assets of Debtor that are
subject to a valid and perfected lien as of the Petition Date; and

iii) a superpriority administrative expense claim status.

                        About American West

American West Development, Inc. -- fdba Castlebay 1, Inc., et al.
-- is a homebuilder in Las Vegas, Nevada, founded on July 31,
1984.  Initially, AWDI was known as CKC Corporation, but later
changed its name.

AWDI filed for Chapter 11 bankruptcy protection (Bankr. D. Nev.
Case No. 12-12349) on March 1, 2012.  Judge Mike K. Nakagawa
presides over the case.  Brett A. Axelrod, Esq., and Micaela
Rustia Moore, Esq., at Fox Rothschild LLP, serve as AWDI's
bankruptcy counsel.  Nathan A. Schultz, P.C., is AWDI's conflicts
counsel.  AWDI hired Garden City Group as its claims and notice
agent.  American West disclosed $55,392,951 in assets and
$208,495,200 in liabilities as of the Chapter 11 filing.


AMERICAN WEST: Has Final Approval to Use Cash Collateral
--------------------------------------------------------
The Hon. Lloyd King of the U.S. Bankruptcy Court for the District
of Nevada, in a final order, authorized American West Development,
Inc., to use prepetition lenders' cash collateral.

As reported in the Troubled Company Reporter on March 23, 2012,
the Debtor is a borrower pursuant to a December 2009 term loan
credit agreement among California Bank & Trust (as administrative
agent and lead arranger), the lenders party thereto, and certain
guarantors.

In August 2007, the Debtor, along with Lawrence D. Canarelli and
Heidi Canarelli, entered into a credit agreement with the
Administrative Agent and the Prepetition Lenders.  The maturity
date under that Original Credit Agreement occurred on Oct. 6,
2009, and certain other events of default were asserted by the
Prepetition Lenders and acknowledged by the Borrowers.  A
forbearance agreement was entered into by the parties on Oct. 7,
2009, pursuant to which, among other provisions, the Prepetition
Lenders agreed not to enforce their rights and remedies under the
Original Credit Agreement for a period of time.  On Dec. 31, 2009,
the Borrowers, the Administrative Agent and the Prepetition
Lenders amended, restated and replaced the Original Credit
Agreement with the Credit Agreement to refinance the amounts
outstanding under the Original Credit Agreement, extend the time
for repayment of the amounts and otherwise amend certain
provisions.  The total outstanding principal debt under the Credit
Agreement was approximately $177,506,450.25 as of the Petition
Date, along with interest, fees and charges accrued and accruing
thereon and chargeable with respect thereto.  The borrowings under
the Credit Agreement had an initial maturity date of Oct. 6, 2011,
with the potential for two additional one year extensions at the
Borrowers' option.  The Borrowers exercised their option for the
first one year extension through Oct. 6, 2012.

As security for borrowings under the Credit Agreement, the
Borrowers granted the Prepetition Lenders, among other liens, a
security interest in all of their personal property.  The portions
of the collateral that are owned by Debtor primarily consists of
utility, bond and similar security deposits, general intangibles,
furniture, fixtures and equipment, contract rights and the right
of Debtor to receive deferred payments due from certain affiliates
of Debtor, representing amounts due for lot development, unit
construction and other services for which Debtor has acted as
general contractor pursuant to agreements memorialized as
(i) various Marketing and Administrative Services Agreements
between Debtor and certain affiliated home-selling entities, and
(ii) various Design-Build Agreements between Debtor, certain
affiliated land-owning entities, and certain affiliated home-
selling entities.  As of Nov. 30, 2011, the book value of the
Receivable was $78,177,097.

The Debtor told the Bankruptcy Court that its ability to use cash
collateral is critical to Debtor's ability to continue as a going
concern during the course of this Chapter 11 case.  The Debtor
will use cash collateral to fund the costs of administering
Debtor's estate, including, without limitation, (i) funding the
operations of Debtor's business, (ii) making adequate protection
payments to the Prepetition Lenders, (iii) paying expenses
incurred for the administration of the Chapter 11 case, including
compensation of professional fees and expenses, (iv) paying
contractual obligations consistent with the final court order, and
(v) repaying borrowings under any debtor-in-possession financing.
Without the ability to use cash collateral, Debtor and its estate
would suffer immediate and irreparable harm.

On March 1, 2012, the Debtor entered with the Administrative Agent
and the Prepetition Lenders into a cash collateral agreement.  A
copy of the cash collateral agreement, along with the budget, is
available for free at:

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

The Debtor projected that it will need to use more than
$10,800,000 of cash collateral (exclusive of its existing cash as
of the Petition Date and any debtor-in-possession financing
borrowings) during the first 13 weeks following the Petition Date
in order to meet its operating expenses and make interest-only
adequate protection payments to the Prepetition Lenders.  The
Initial Cash Budget is based on Debtor's internally prepared
projections of home sales and development expenses -- if actual
home sales and development expenses do not match projections, then
Debtor's need to use cash collateral and borrow under the DIP
Financing may differ from the amounts set forth in the Initial
Cash Budget.  In addition, Debtor estimates that it will incur
approximately $1,521,000 in expenses associated with the Chapter
11 case during this same period.  With this necessity in mind,
Debtor negotiated the Cash Collateral Agreement with the
Prepetition Lenders.

As adequate protection, the Prepetition Lenders will receive:

           (a) monthly, on or before the first day of each month
               and continuing during the pendency of the Chapter
               11 case, adequate protection payments made by the
               Debtor to the Administrative Agent for the benefit
               of the Prepetition Lenders in an amount equal to
               the highest non-default rate of interest applicable
               from time to time to amounts outstanding under the
               Credit Agreement multiplied by $49,635,000, and the
               automatic stay will be vacated and modified to the
               extent necessary to permit Debtor to make Adequate
               Protection Payments and the Prepetition Lenders to
               apply them against the Prepetition Lenders' Claims;

           (b) replacement liens to secure the amount of any Value
               Diminution, which Replacement Liens will: (i) be
               subject and junior only to the carve-out, liens to
               secure the debtor-in-possession Financing and any
               prior liens, (ii) attach to: (x) the Debtor
               Collateral and any proceeds thereof, and (y) causes
               of action under Chapter 5 of the Bankruptcy Code
               and the proceeds thereof, and any other assets of
               Debtor, and (iii) be in addition to the Prepetition
               Lenders' Claims and liens;

           (c) a superpriority claim against Debtor's estate,
               subject and junior only to the Carve-Out and any
               superpriority claim and lien of the DIP Financing
               lender.

The Prepetition Lenders will consent to and not oppose the
Debtor's request for approval of DIP Financing to be provided by
AWH Ventures, Inc., consisting of a revolving credit facility in
an amount not to exceed $10 million, and secured by (i) a first
priority lien on the avoidance actions and any other previously
unencumbered assets of Debtor, and (ii) a junior lien on the
collateral and any other assets of Debtor that are subject to a
valid and perfected lien as of the Petition Date; provided,
however, that the DIP Financing will be subject to a subordination
and inter-creditor agreement agreed upon by the Prepetition
Lenders and the DIP Lender.

The Prepetition Lenders have agreed to a carve-out for (i) all
fees required to be paid to the Clerk of the Bankruptcy Court and
to the Office of the U.S. Trustee, and (ii) only to the extent
amounts are not available under the Cash Budget, an amount not
exceeding $3 million in the aggregate, which amount may be used
after the occurrence and during the continuation of an event of
default, to pay the fees and expenses of professionals retained by
Debtor and any Committee of Unsecured Creditors that are allowed
by the Court.

Upon written notice from Administrative Agent on behalf of
the Prepetition Lenders, the events of default include, among
other things, the (i) appointment of a Chapter 11 trustee with
respect to the Chapter 11 case; (ii) appointment of an examiner
with expanded powers with respect to the Chapter 11 Case;
(iii) approval of a motion granting a party (other than the DIP
financing lender) any lien, superpriority claim, or other
administrative expense claim which is senior to or pari passu with
the Prepetition Lenders' Superpriority Claim; (vii) reversal,
vacatur or stay of the effectiveness of the interim court order;
(viii) the interim court order being amended, supplemented or
otherwise modified without the prior written consent of the
Prepetition Lenders; and (ix) any use of cash collateral to make a
payment that is not in compliance with the Cash Collateral
Agreement.

                        About American West

American West Development, Inc. -- fdba Castlebay 1, Inc., et al.
-- is a homebuilder in Las Vegas, Nevada, founded on July 31,
1984.  Initially, AWDI was known as CKC Corporation, but later
changed its name.

AWDI filed for Chapter 11 bankruptcy protection (Bankr. D. Nev.
Case No. 12-12349) on March 1, 2012.  Judge Mike K. Nakagawa
presides over the case.  Brett A. Axelrod, Esq., and Micaela
Rustia Moore, Esq., at Fox Rothschild LLP, serve as AWDI's
bankruptcy counsel.  Nathan A. Schultz, P.C., is AWDI's conflicts
counsel.  AWDI hired Garden City Group as its claims and notice
agent.  American West disclosed $55,392,951 in assets and
$208,495,200 in liabilities as of the Chapter 11 filing.


AMERICAN WEST: James Moore Named as Future Claims Representative
----------------------------------------------------------------
The Hon. Lloyd King of the U.S. Bankruptcy Court for the District
of Nevada appointed James L. Moore as future claims representative
in the Chapter 11 case of American West Development, Inc.

The future claims representative will, among other things:

   -- represent the interests of all future construction defect
claimants as related to all future construction defect claims that
may be asserted against the Debtor, whether those claims are now
known or as of yet unknown by claimants, as the Court finds that
the future construction defect claimants are parties-in-interest
in the case;

   -- investigate and evaluate the number and extent of potential
claims that could be asserted against Debtor by the class of
individuals that comprises the future construction defect
claimants;

   -- employ experts or other professional persons as may be
required in order to best determine the figures; and

   -- file proofs of claim on behalf of the future construction
defect claimants prior to the claims bar date, to be determined by
the Court.

The Court ordered that the future claims representative will file
a statement containing disclosures consistent with those required
by Rule 2014 of the Federal Rules of Bankruptcy Procedure.  Any
interested party will file any objections based on the disclosure
by April 25, 2012; (iii) reply to the objections will be filed by
April 30, and a hearing will be held on May 7, at 10:00 a.m.
If no objection is filed timely, then the appointment of the
future claims representative pursuant and nunc pro tunc to the
date of entry of the order will be final without the need for
further hearing or order of the Court.

                        About American West

American West Development, Inc. -- fdba Castlebay 1, Inc., et al.
-- is a homebuilder in Las Vegas, Nevada, founded on July 31,
1984.  Initially, AWDI was known as CKC Corporation, but later
changed its name.

AWDI filed for Chapter 11 bankruptcy protection (Bankr. D. Nev.
Case No. 12-12349) on March 1, 2012.  Judge Mike K. Nakagawa
presides over the case.  Brett A. Axelrod, Esq., and Micaela
Rustia Moore, Esq., at Fox Rothschild LLP, serve as AWDI's
bankruptcy counsel.  Nathan A. Schultz, P.C., is AWDI's conflicts
counsel.  AWDI hired Garden City Group as its claims and notice
agent.  American West disclosed $55,392,951 in assets and
$208,495,200 in liabilities as of the Chapter 11 filing.


AMERICAN WEST: Nathan A. Schultz Approved as Conflicts Counsel
--------------------------------------------------------------
The Hon. Lloyd King of the U.S. Bankruptcy Court for the District
of Nevada authorized American West Development, Inc., to employ
the Law Office of Nathan A. Schultz, P.C. as conflicts counsel.

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

                        About American West

American West Development, Inc. -- fdba Castlebay 1, Inc., et al.
-- is a homebuilder in Las Vegas, Nevada, founded on July 31,
1984.  Initially, AWDI was known as CKC Corporation, but later
changed its name.

AWDI filed for Chapter 11 bankruptcy protection (Bankr. D. Nev.
Case No. 12-12349) on March 1, 2012.  Judge Mike K. Nakagawa
presides over the case.  Brett A. Axelrod, Esq., and Micaela
Rustia Moore, Esq., at Fox Rothschild LLP, serve as AWDI's
bankruptcy counsel.  Nathan A. Schultz, P.C., is AWDI's conflicts
counsel.  AWDI hired Garden City Group as its claims and notice
agent.  American West disclosed $55,392,951 in assets and
$208,495,200 in liabilities as of the Chapter 11 filing.


AMERICAN WEST: Removes Cases Involving Price Promise Commitment
---------------------------------------------------------------
American West Development, Inc., notified the U.S. Bankruptcy
Court for the District of Nevada that these actions entitled:

   (i) Tristan Ivy, Thomas Huhn, Trevor Henson, Denise Henson,
Scott Fischman, Tonya Romero, Jesse Romero, Tammy Bryant,
Christopher Bryant, Christopher Derossi, Nathan Hamby and Julia
Hamby vs. American West Development, Inc., and Silverado Springs
1, Inc.; and

   (ii) Robin H. Lau and Sophia Y. Lau vs. Fairmont 1,
Incorporated, American West Development, Inc., American West
Development Group, and Development Management, Inc.

are removed.  These action are pending in the Eighth Judicial
District Court of Nevada in and for the County of Clark.

These cases involve the price promise commitment offered by
Debtor.  However, pursuant to the terms of the price promise
commitments, the homeowners in these litigations do not qualify
for the price promise.

The removal of the action by Plaintiffs is authorized under 28
U.S.C. Section 1452.  The removal is consistent with the
requirements of Federal Rule of bankruptcy Procedure 9027.

                        About American West

American West Development, Inc. -- fdba Castlebay 1, Inc., et al.
-- is a homebuilder in Las Vegas, Nevada, founded on July 31,
1984.  Initially, AWDI was known as CKC Corporation, but later
changed its name.

AWDI filed for Chapter 11 bankruptcy protection (Bankr. D. Nev.
Case No. 12-12349) on March 1, 2012.  Judge Mike K. Nakagawa
presides over the case.  Brett A. Axelrod, Esq., and Micaela
Rustia Moore, Esq., at Fox Rothschild LLP, serve as AWDI's
bankruptcy counsel.  Nathan A. Schultz, P.C., is AWDI's conflicts
counsel.  AWDI hired Garden City Group as its claims and notice
agent.  American West disclosed $55,392,951 in assets and
$208,495,200 in liabilities as of the Chapter 11 filing.


AMES DEPARTMENT: Wants Plan Exclusivity Extended Until Oct. 31
--------------------------------------------------------------
BankruptcyData.com reports that Ames Department Stores filed with
the U.S. Bankruptcy Court a motion to extend the exclusive period
during which the Debtors can solicit acceptances for their Chapter
11 plan through and including October 31, 2012.

BankruptcyData.com relates that the Company explains that they're
seeking the extension, "because all parties require time to ensure
that the estates will be administratively solvent and therefore
warrant solicitation of votes in favor of the Plan."

The Court scheduled an April 27, 2012 hearing to consider the
motion.

                     About Ames Department Stores

Rocky Hill, Connecticut-based Ames Department Stores was founded
in 1958.  At its peak, Ames operated 700 stores in 20 states,
including the Northeast, Upper South, Midwest and the District of
Columbia.  In April 1990, Ames filed for bankruptcy protection
under Chapter 11 of the U.S. Bankruptcy Code.  In Ames I, the
retailer closed 370 stores and emerged from chapter 11 on Dec. 30,
1992.

Ames filed a second bankruptcy petition under Chapter 11 (Bankr.
S.D.N.Y. Case No. 01-42217) on Aug. 20, 2001.  Togut, Segal
& Segal LLP; Weil, Gotshal & Manges; Storch Amini Munves PC;
Cadwalader, Wickersham & Taft LLP; and Dewey & LeBoeuf LLP
represent the Debtors.  When the Company filed for protection
from their creditors, they reported $1,901,573,000 in assets
and $1,558,410,000 in liabilities.  The Company closed all of
its 327 department stores in 2002.

Ames and its affiliates filed a consolidated Chapter 11 Plan, and
a related Disclosure Statement explaining the Plan with the Court
on Dec. 6, 2004.  A full-text copy of Ames' Chapter 11 Plan
is available at no charge at:

    http://bankrupt.com/misc/ames_chapter_11_plan.pdf

and a full-text copy of Ames' Disclosure Statement is available
at no charge at:

    http://bankrupt.com/misc/ames'_disclosure_statement.pdf

A hearing to determine the adequacy of the Disclosure Statement
explaining Ames' Plan has not yet been scheduled.


AMSCAN HOLDINGS: S&P Raises Corporate Credit Rating to 'B+'
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Elmsford, N.Y.-based Amscan Holdings Inc. to 'B+' from
'B'. The rating outlook is stable. "At the same time, we raised
the issue-level ratings on Amscan's senior unsecured $675 million
term loan due 2017 to 'B+' from 'B', and its 8.75% senior
subordinated notes due 2014 to 'B-' from 'CCC+'. Approximately
$1.3 billion of total adjusted debt was outstanding as of Dec. 31,
2011," S&P said.

"The upgrade reflects our belief that Amscan's credit measures
have improved and will remain indicative of those for an
'aggressive' financial risk profile. 'We anticipate that credit
measures will improve modestly through fiscal year-end 2012,
through acquisition-related synergies and EBITDA expansion during
the next year," said Standard & Poor's credit analyst Stephanie
Harter.

"We view Amscan's business risk profile as 'weak.' Key credit
factors considered in our assessment of Amscan's business profile
include its narrow business focus, participation in the highly
competitive and fragmented party goods industry, and exposure to
higher raw material costs. However, the company benefits from a
strong presence in the niche party goods industry and the somewhat
recession-resistant characteristics of its products. We believe
additional store openings and its entry into the Canadian market
will contribute additional EBITDA and improve credit metrics over
the next 12 months," said Ms. Harter.

Amscan designs, manufactures, and distributes party goods, also
operating its mostly company-owned Party City, Halloween City, and
Party Packagers retail businesses in the U.S. and Canada.

"The outlook is stable. We could raise our ratings if the company
reduces leverage and sustains a ratio of debt to EBITDA below 4x,
which would result in part from reducing ABL borrowings. However,
we could lower the ratings if operating performance weakens
materially, possibly if lower consumer spending and rising
production costs result in deteriorating credit protection
measures, including leverage rising to over 5x; or possibly as a
result of a more aggressive financial policy. We estimate the
company's leverage could exceed 5x if current debt levels remained
constant and EBITDA were to decline more than 10% from EBITDA for
the 12 months ended Dec. 31, 2011," S&P said.


AVENTINE RENEWABLE: Settles $48MM Adversary Suit vs. Green Plains
-----------------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that Aventine Renewable
Energy Resources won a Delaware bankruptcy court's blessing Monday
to settle an adversary suit seeking to recover as much as
$48 million from supplier Green Plains Renewable Energy Inc.

In return for dropping the suit, Green Plains agreed to pay
Aventine nearly $3 million and purchase 20 million gallons of
ethanol from the company over a four-month period beginning in
May, according to court documents obtained by Law360.

                      About Aventine Renewable

Pekin, Illinois-based Aventine Renewable Energy Holdings, Inc.
(OTC BB: AVRW) -- http://www.aventinerei.com/-- markets and
distributes ethanol to many of the leading energy companies in the
U.S.  In addition to producing ethanol, its facilities also
produce several by-products, such as distillers grain, corn gluten
meal and feed, corn germ and grain distillers dried yeast, which
generate revenue and allow the Company to help offset a
significant portion of its corn costs.

The Company and all of its direct and indirect subsidiaries
filed for Chapter 11 on April 7, 2009 (Bankr. D. Del. Lead Case
No. 09-11214).  The Debtors filed their First Amended Joint Plan
of Reorganization under Chapter 11 of the Bankruptcy Code on
Jan. 13, 201.  The Plan was confirmed by order entered by the
Bankruptcy Court on Feb. 24, 2010, and became effective on
March 15, 2010.

                           *     *     *

Aventine carries 'CCC+' issuer credit ratings, with negative
outlook, from Standard & Poor's.  Aventine carries a 'Caa1'
probability of default rating, with stable outlook, from Moody's.

In December 2011, when S&P issued the downgrade, it said, "The
downgrade reflects problems the company has encountered in
attempting to start its new facilities, and the risk of additional
delays and cost overruns.  It also reflects the commodity basis
differentials its operating plants have experienced in 2011 that
have compressed margins, especially in the second quarter of 2011
when index-based crush spreads were weak. Although performance
has improved slightly since then, we believe liquidity may come
under stress and that covenant violations are possible in 2012
unless operations and realized margins improve."


BEACON POWER: Is Administratively Insolvent, Wants Case Dismissed
-----------------------------------------------------------------
Beacon Power Corp. and its affiliates ask the Bankruptcy Court to
approve procedures for distribution of funds; and dismiss their
Chapter 11 cases.

Jeremy W. Ryan, Esq., at Potter Anderson Corroon LLP, informs the
Court that after payment of all secured claims and the U.S.
Department of Energy's adequate protection lien, the Debtors have
roughly $2.2 million in unencumbered assets consisting of $1.85
million in cash and potentially $350,000 in receivables.  After
review by both the Debtors and the Committee, other than the
receivables, the Debtors do not believe there are any other viable
sources of recovery for these estates including avoidance actions.

From the inception of the Chapter 11 cases, the Debtors
drastically reduced their cost structure and scrupulously
monitored and managed their postpetition payables with extensive
input and oversight by the DOE.  As a result of that intensive
process, the Debtors have a high degree of confidence in their
estimates of their postpetition payables, including trade and
employee claims.  In addition, the Debtors are one month removed
from the initial close on the sale to Rockland Capital, meaning
that the Debtors have received virtually all, if not all,
postpetition invoices.

The Debtors estimate there is only $100,000 in nonprofessional
postpetition administrative claims.  Professional Fee Claims could
reach $6.75 million and lodestar fees alone are nearly $4 million.

Mr. Ryan submits that there is simply not enough cash left to
satisfy the administrative and professional fee claims let alone
claims lower in priority or general unsecured claims.  The
Debtors' administrative insolvency renders it impossible to
confirm a plan.  The only options are dismissal of the Chapter 11
cases or conversion to Chapter 7.

Mr. Ryan believes that conversion of these cases to Chapter 7
would not benefit any creditor or other parties.  The unencumbered
assets would be consumed to pay Chapter 7 administrative expenses.
All a Chapter 7 conversion would do is further diminish funds
available to administrative and professional fee claims.  As a
result, the Debtors believe that a better solution is to dismiss
the Chapter 11 cases while respecting the priority scheme in the
distribution of the remaining unencumbered funds in the estate.

In addition, the Debtors propose that any remaining wage claims
entitled to priority under Section 507(a)(4) of the Bankruptcy
Code also be satisfied in full before payment of Professional Fee
Claims.  Those amounts are estimated to be $25,000.

In order to effectuate the dismissal, the Debtors need to
distribute the Cash in accordance with the priority of claims
under the Bankruptcy Code.  Accordingly, the Cash distribution
would be as follows:

     A. Payment of $3,824,160 to DOE on account of its pre-
        petition secured claim and its post-petition adequate
        protection lien, less $2,000,000 held back to fund any
        lodestar claims the Debtors' professional may assert
        against the Carve-Out for unpaid fees as determined by the
        Waterfall Motion;

     B. Payment of $25,000 to Edwards Wildman in satisfaction of
        its secured claim;

     C. The establishment of a $300,000 wind-down account
        established by the Manager for payment of the
        Administrative Claims, Priority Wage Claims and the
        Manager's fees and expenses in administering and winding
        down the affairs of the Debtors;

     D. The remaining funds would be held in escrow by the Manager
        for payment of the Professional Fees Claims after the
        Court has allowed such claims.

The Manager would continue to pursue collection of the Debtors'
outstanding accounts receivable.  To the extent funds are realized
from the Manager's efforts, the funds will be added to the
Professional Fee Reserve.

Mr. Ryan tells the Court that the Wind-Down Reserve is sufficient
to the pay estimated Administrative Claims and Priority Wage
Claims, plus any final amounts owed the Debtors' claims and
noticing agent for noticing the dismissal of these cases, which
are estimated to be less than $100,000 and the Manager's fees and
expenses, estimated to be less than $100,000.  With those
estimated amounts, the Debtors believe there is significant
cushion in the Wind-Down Reserve to pay in full any unknown or
unexpected Administrative Claims in the unlikely scenario that the
claims should arise.

                        About Beacon Power

Beacon Power Corporation, along with affiliates, filed for Chapter
11 protection (Bankr. D. Del. Case No. 11-13450) on Oct. 30, 2011,
in Delaware, becoming the second cleantech company which has been
backed by the U.S. Department of Energy via loan guarantees --
after Solyndra LLC -- to fail in 2011.  Solyndra declared Chapter
11 bankruptcy on Sept. 6, 2011.

Beacon built a $69 million facility with 20 megawatts of balancing
capacity in Stephentown, New York, funded mostly by the DoE loan.

Brown Rudnick and Potter Anderson & Corroon serve as the Debtors'
counsel.  The Debtors tapped Miller Wachman, LLP as auditors,
Pluritas, LLC as intellectual property advisors, CRG Partners
Group LLC as financial advisors.

Beacon disclosed assets of $72 million and debt totaling
$47 million, including a $39.1 million loan guaranteed by the
Energy Department.

Roberta A. DeAngelis, the United States Trustee for Region 3,
appointed four unsecured creditors to serve on the Official
Committee of Unsecured Creditors of Beacon Power.

Affiliates that simultaneously sought Chapter 11 protection are
Stephentown Holding LLC (Bankr. D. Del. Case No. 11-13451) and
Stephentown Regulation Services LLC (Bankr. D. Del. Case No.
11-13452).


BEACON POWER: Brown Rudnick Authorized to Withdraw as Counsel
-------------------------------------------------------------
The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware has authorized Brown Rudnick LLP to withdraw
as counsel to Beacon Power Corp. effective March 8, 2012.

The Troubled Company Report on April 13, 2012, citing a report by
Lance Duroni at Bankruptcy Law360, said Brown Rudnick and others
representing Beacon Power in its bankruptcy cut a deal with the
U.S. government on a disputed $6.6 million professional fee tab,
clearing the way for the company to dismiss its Chapter 11 case.

Law360 said that at a hearing in Delaware, Beacon told Judge Carey
that the company's advisers had backed off from a portion of the
requested fees to appease the U.S. Department of Energy, the
company's sole secured creditor.

                        About Beacon Power

Beacon Power Corporation, along with affiliates, filed for Chapter
11 protection (Bankr. D. Del. Case No. 11-13450) on Oct. 30, 2011,
in Delaware, becoming the second cleantech company which has been
backed by the U.S. Department of Energy via loan guarantees --
after Solyndra LLC -- to fail in 2011.  Solyndra declared Chapter
11 bankruptcy on Sept. 6, 2011.

Beacon built a $69 million facility with 20 megawatts of balancing
capacity in Stephentown, New York, funded mostly by the DoE loan.

Brown Rudnick and Potter Anderson & Corroon serve as the Debtors'
counsel.  The Debtors tapped Miller Wachman, LLP as auditors,
Pluritas, LLC as intellectual property advisors, CRG Partners
Group LLC as financial advisors.

Beacon disclosed assets of $72 million and debt totaling
$47 million, including a $39.1 million loan guaranteed by the
Energy Department.

Roberta A. DeAngelis, the United States Trustee for Region 3,
appointed four unsecured creditors to serve on the Official
Committee of Unsecured Creditors of Beacon Power.

Affiliates that simultaneously sought Chapter 11 protection are
Stephentown Holding LLC (Bankr. D. Del. Case No. 11-13451) and
Stephentown Regulation Services LLC (Bankr. D. Del. Case No.
11-13452).

The Debtors sold substantially all of their assets to Rockland
Capital for an aggregate purchase price of roughly $30.5 million,
together with additional guarantees and credit enhancements
delivered to the Energy Department of $6.6 million.


BEACON POWER: Seeks Mediator to Resolve Professional Fee Disputes
-----------------------------------------------------------------
Beacon Power Corporation and its affiliates ask the Bankruptcy
Court to appoint a mediator to resolve professional fee disputes.

The Debtors believe that their professionals' fees are reasonable.
The fees and costs associated with the sale of the Debtors' assets
are completely in line with fees and costs for similar sized
transactions.  The Debtors believe that excess, if any, was a
direct result of, and in response to, the U.S. Energy Department's
difficult litigation and negotiation posture in the case.

The DOE, however, disagrees and believes the fees were excessive
and that excesses were caused by the Debtors' positions in the
case.

The Debtors request that the Court direct the Mediation to take
place as follows:

     A. Appoint another member of the Court's bench or a mediator
        from the Register of Mediators and Arbitrators maintained
        by the Court.

     B. The Mediation will be mandatory for all Mediation
        Parties.

     C. If the Mediator is a private mediator, the estate will
        pay the mediation fee and setoff one-third of the cost of
        the Mediation against (i) the Debtors' professionals
        allowed fees; (ii) the Committee's professionals allowed
        fees; and (iii) the DOE's allowed claims.

     D. All Mediation Parties must bring a representative with
        full and final authority to resolve all disputes subject
        to the Mediation.

     E. Each Mediation Party will be entitled to submit one
        confidential mediation statement that sets out the support
        for any fees requested and the basis for objection to any
        fee request.

     F. The Mediation shall be completed within 30 days of the
        entry of the order approving this Motion.  At the
        conclusion of the Mediation, the Mediator shall file a
        Certification of Completion of Mediation with the Court.

     G. Should the Mediation not resolve the Fee Dispute, the Fee
        Dispute shall be heard by the Court on the first omnibus
        hearing date scheduled in these cases after the
        Certification of Completion of Mediation has been filed.

Jeremy W. Ryan, Esq., at Potter Anderson Corroon LLP, informs that
Court that in the first several weeks of these cases the Debtors
lacked the necessary financial resources to both continue
operations and to pay professional fees on a monthly basis.  This
lack of cash forced the Debtors to consider whether to pursue an
orderly liquidation of their assets at minimal cost, or to
continue their businesses as going concern operations and engage
in a robust sale process, albeit at a higher cost, in the hope of
generating a significant premium over liquidation values.  A full
sale process would primarily benefit their major creditor, the
United States Department of Energy as the vast majority of
the value obtained would inure to its benefit, but there was also
hope that a robust sale process could generate value for general
unsecured creditors as well.

After extensive negotiations regarding the use of cash collateral
with DOE, the Debtors and DOE agreed to pursue the robust sale
process in the hopes of maximizing value.  To accommodate DOE's
concerns regarding cost and consumption of DOE's cash collateral,
the Debtors significantly reduced their operating budget,
including reducing the size of their workforce, by reducing the
amount of certain operational expenses, and convincing the
Debtors' professional firms to forego any payment of their fees
until after the consummation of a sale.  To compensate the
Debtors' professional firms for this risk, the Debtors and DOE
agreed to provide the Debtors' professional firms with both a
traditional "carve-out" and a novel "risk premium" based on the
gross proceeds that would ultimately be achieved in that sale
process.  The grievance of those compromises was that the amount
of Debtors' professional fees, and their ability to be paid, would
be commensurate with the success of the sale process measured in
the most base of economic metrics-transaction size.

According to Mr. Ryan, the Debtors had hoped that, once they
acceded to the DOE's demands for an immediate sale and a severely
reduced cash budget pending the sale, the DOE would permit the
sale process to play out with a minimal amount of further
constraint and undue stress.  Unfortunately, the DOE, under
considerable political pressure due to the great criticism of the
Administration's DOE loan program generally, determined it
necessary to attempt to impose conditions on the sale process that
the Debtors believed would discourage robust third-party interest
in the Debtors' assets and otherwise severely chill the sale
process.  The stress of those demands, and the Debtors' resistance
of the most severely chilling requests, caused the cost of this
process to be materially interested.

Mr. Ryan submits that as the Debtors and their professionals
struggled to balance the need to ensure some base level of
protections for other estate constituents and the practical need
to comply with many of the DOE's demands as a secured creditor,
they also worked hard to move these cases along at a reasonable
pace.  In the end, the Debtors acquiesced to several of the DOE's
most strenuous demands, including agreeing to conduct a sale
process involving complex intellectual property rights, grant
awards and other novel legal and business issues in a very
compressed time frame-only three months from start to finish.

Mr. Ryan states that the results of the Debtors' efforts to
achieve significant going concern values for their assets was in
considerable doubt.  It was only hours before the start of the
auction that the Debtors obtained a non-contingent stalking horse
bid.  Upon information and belief, the DOE shared the Debtors'
concerns that the sale efforts could be unsuccessful, and at one
point the Debtors, the DOE and a prospective bidder were having
serious conversations concerning the possible sale by the DOE of
all of its claims and rights in the cases for materially less than
$10,000,000.  Ultimately, and despite long odds, the Debtors and
their professionals achieved a highly successful sale, resulting
in the sale of substantially all of their assets to Rockland
Capital for an aggregate purchase price of roughly $30.5 million,
together with additional guarantees and credit enhancements
delivered to DOE of $6.6 million.

The DOE has itself acknowledged that the Debtors' sale efforts
brought about a tremendous success, noting in its press statement
that "Rockland Capital's purchase of Beacon Power and its
Stephentown subsidiary means that the Department stands to recover
more than 70% of our investment, and reaffirms that this is a
valuable project with important technology."

Mr. Ryan notes that the DOE's recent filings indicate the DOE also
has concerns regarding the amount of the fees incurred by the
Debtors' professional firms, including as to the entitlement to
the "risk premium," in achieving a result that, despite the DOE's
rather dire expectations at the outset of these cases, netted the
DOE a nearly 70% recovery on its prepetition loan.

The Debtors have acknowledged that their cases are
administratively insolvent.  The Debtors' professionals are
committed to a solution that ensures that non-professional
postpetition administrative claims are paid in full and that
professionals and DOE receive fair recoveries that take into
account the parties' prior agreements in these cases.  There are
only two issues that stand in the way of the termination of these
cases: (i) resolution of the waterfall of funds vis-a-vis the
priority of administrative claims and the application of the
carve-out, which is being addressed by a separate motion; and (ii)
resolution of the parties' disagreements over the allowable amount
of professional fees in these cases.  The Debtors believe that it
is a waste of time and resources, which these estates lack, to
litigate the fee issues before this Court, be it in chapter 11 or
chapter 7.  Instead, the Debtors seek to have the Court appoint a
mediator to resolve all professional fee issues.

According to Mr. Ryan, the history of the Debtors' cases and the
parties' relationships make one thing clear -- the parties,
especially in light of recent unsuccessful settlement efforts,
will not easily solve these issues on their own.  And the
Committee, which is seeking to get its own professionals paid and
possibly even extract some recovery for unsecured creditors,
cannot realistically play the "neutral broker" role that is
helpful to resolve many similar disputes.  The Debtors' judgment
is that there must be a truly neutral third party involved to
resolve these disputes, whether that resolution be through
litigation or mediation.

                        About Beacon Power

Beacon Power Corporation, along with affiliates, filed for Chapter
11 protection (Bankr. D. Del. Case No. 11-13450) on Oct. 30, 2011,
in Delaware, becoming the second cleantech company which has been
backed by the U.S. Department of Energy via loan guarantees --
after Solyndra LLC -- to fail in 2011.  Solyndra declared Chapter
11 bankruptcy on Sept. 6, 2011.

Beacon built a $69 million facility with 20 megawatts of balancing
capacity in Stephentown, New York, funded mostly by the DoE loan.

Brown Rudnick and Potter Anderson & Corroon serve as the Debtors'
counsel.  The Debtors tapped Miller Wachman, LLP as auditors,
Pluritas, LLC as intellectual property advisors, CRG Partners
Group LLC as financial advisors.

Beacon disclosed assets of $72 million and debt totaling
$47 million, including a $39.1 million loan guaranteed by the
Energy Department.

Roberta A. DeAngelis, the United States Trustee for Region 3,
appointed four unsecured creditors to serve on the Official
Committee of Unsecured Creditors of Beacon Power.

Affiliates that simultaneously sought Chapter 11 protection are
Stephentown Holding LLC (Bankr. D. Del. Case No. 11-13451) and
Stephentown Regulation Services LLC (Bankr. D. Del. Case No.
11-13452).


BEACON POWER: Wants to Employ Verdolino as Wind-Down Manager
------------------------------------------------------------
Beacon Power Corporation and its affiliates seek to employ
Verdolino & Lowey P.C. as wind-down manager to provide wind down
services to the Debtors' estates, effective as of March 9, 2012.

The Debtors have chosen V&L to act as the wind-down manager
because V&L has substantial expertise in providing advice in
similar circumstances and is well qualified to perform these
services and represent the Debtors' interests in the chapter 11
cases.  The professional services to be rendered by V&L on behalf
of the Debtors will include:

     a. Assistance with regard to accounting and accounting system
        matters.

     b. Assistance with records and record retention.

     c. Assistance with preparation/review/analysis of Monthly
        Operating Reports.

     d. Assistance with preparation and/or review of federal and
        state income tax, payroll tax and sales and use tax
        returns.

     e. Assistance in reviewing, reconciling, analyzing and, if
        necessary, objecting to proofs of claim.

     f. Assistance in reviewing the Debtors' books and records for
        possible avoidable transactions such as preference and
        fraudulent transfer claims including, but not limited to,
        transactions under Bankruptcy Code Sections 547 and 548.

     g. Assistance in valuation and insolvency analyses and other
        litigation issues and, if necessary, expert report
        preparation and testimony.

     h. Authority to open and close and Debtors' bank accounts and
        authorized to be a signor on all bank accounts.

     l. Reporting and responding to the United States Trustee's
        office.

     m. Other matters as directed by the Debtors, the Court and
        the U.S. Trustee's Office.

V&L will be paid post-petition as follows:

     a. V&L proposes to render its services on an hourly fee
        basis according to its customary hourly rates in effect
        when the services are rendered. It is anticipated that the
        lead V&L professional who will be responsible for the
        overall engagement is Craig R. Jalbert, Certified
        Insolvency and Restructuring Advisor and principal of V&L,
        whose current hourly rate is $405.  Other professionals
        will be providing additional support and will be billed at
        their respective standard hourly rates.

     b. In addition, V&L will be reimbursed for its reasonable and
        necessary out-of-pocket expenses incurred in connection
        with this engagement, such as travel, lodging,
        duplicating, research, messenger and telephone charges.
        The Debtors have been assured that V&L will charge the
        Debtors for these expenses at rates consistent with
        charges made to other V&L clients, and subject to the
        guidelines of the United States Trustee.

Craig R. Jalbert, Esq., assures the Court that the firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                        About Beacon Power

Beacon Power Corporation, along with affiliates, filed for Chapter
11 protection (Bankr. D. Del. Case No. 11-13450) on Oct. 30, 2011,
in Delaware, becoming the second cleantech company which has been
backed by the U.S. Department of Energy via loan guarantees --
after Solyndra LLC -- to fail in 2011.  Solyndra declared Chapter
11 bankruptcy on Sept. 6, 2011.

Beacon built a $69 million facility with 20 megawatts of balancing
capacity in Stephentown, New York, funded mostly by the DoE loan.

Brown Rudnick and Potter Anderson & Corroon serve as the Debtors'
counsel.  The Debtors tapped Miller Wachman, LLP as auditors,
Pluritas, LLC as intellectual property advisors, CRG Partners
Group LLC as financial advisors.

Beacon disclosed assets of $72 million and debt totaling
$47 million, including a $39.1 million loan guaranteed by the
Energy Department.

Roberta A. DeAngelis, the United States Trustee for Region 3,
appointed four unsecured creditors to serve on the Official
Committee of Unsecured Creditors of Beacon Power.

Affiliates that simultaneously sought Chapter 11 protection are
Stephentown Holding LLC (Bankr. D. Del. Case No. 11-13451) and
Stephentown Regulation Services LLC (Bankr. D. Del. Case No.
11-13452).

The Debtors sold substantially all of their assets to Rockland
Capital for an aggregate purchase price of roughly $30.5 million,
together with additional guarantees and credit enhancements
delivered to the Energy Department of $6.6 million.


BERNARD L. MADOFF: Fairfield Funds Liquidator Files 5 New Suits
---------------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that Kenneth Krys, the
trustee charged with liquidating Bernard Madoff feeder fund
Fairfield Sentry Ltd., fired off a new round of clawback suits
Friday, this time seeking nearly $130 million in five suits,
including $115 million from Atlantic Security Bank.

Besides ASB, Mr. Krys -- Sentry's foreign representative
overseeing the recovery of allegedly fraudulent transfers to
Bernard L. Madoff Investment Securities LLC?s largest fund --
targets Paribas Espana, Capital Global Management Ltd., HSH
Nordbank Securities SA and Somers Nominees (Far East) Ltd.,
according to Law360.

                      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.


BUMBLE BEE: Moody's Affirms 'B2' CFR; Outlook Negative
------------------------------------------------------
Moody's Investors Service has changed its outlook for Bumble Bee
Holdings, Inc. to negative from stable. Concurrently, Moody's has
affirmed Bumble Bee's B2 Corporate Family Rating (CFR) and the B2
rating on the company's senior secured notes due 2017. The change
in outlook to negative reflects Moody's view that the rising cost
of fish and other commodity input costs, coupled with decreasing
consumption by price sensitive US consumers, will weigh on Bumble
Bee's operations over the next twelve to eighteen months.

The following ratings have been affirmed at Bumble Bee Holdings,
Inc.:

B2 Corporate Family Rating;

B2 Probability of Default Rating;

B2 (LGD4, 52%) on the $565 million 9% senior secured notes due
2017

The following ratings were affirmed at Bumble Bee Holdco S.C.A., a
parent company of Bumble Bee Holdings, Inc.:

Caa1 (LGD6, 93%) on the $150 million senior unsecured HoldCo PIK
toggle notes due 2018.

Ratings Rationale

The negative outlook reflects Moody's view that the high fish and
other commodity input cost environment will persist throughout
2012 and is likely to pressure industry fundamentals going
forward. In 2011, Bumble Bee demonstrated a willingness to
implement necessary price increases to maintain margins at the
expense of its volumes. However, if demand continues to weaken in
response to these and potentially additional price increases,
Bumble Bee's operating performance will likely remain under
pressure. In the context of this evolving operating environment,
Moody's views Bumble Bee's debt-to-EBITDA of 6.7x at December 31,
2011 as high for the current ratings.

The B2 corporate family rating incorporates Bumble Bee's high
financial leverage, aggressive financial policies, limited
category diversification, and the commodity-like nature of the
North American shelf stable seafood industry. The rating is
supported by Bumble Bee's top-tier position in the North American
shelf-stable seafood category and well-established brand names.
Bumble Bee's rating benefits from its historical ability to
maintain relatively stable margins in challenging operating
environments due to its ability to raise prices, its low cost
global sourcing capabilities and its focus on cost cutting
initiatives.

The ratings positively reflect Moody's view that Bumble Bee will
maintain an adequate liquidity profile over the next twelve
months. Moody's expects that the company will continue to generate
solid cash flow and use it to pay down debt over the next several
years. Bumble Bee's liquidity also benefits from its extended
maturity profile and the flexibility afforded by its covenant-lite
debt structure.

The ratings could be downgraded if Bumble Bee does not make
progress in reducing leverage toward 6.0x by 2013, or if liquidity
were to deteriorate. Conversely, the outlook could be stabilized
if Bumble Bee continues to navigate the challenging pricing
environment, increases its earnings, and repays debt, such that
leverage trends permanently below 6.0x in the twelve to eighteen
months.

The principal methodology used in rating Bumble Bee Holdings Inc.
was the Global Packaged Goods Industry Methodology published in
July 2009. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Bumble Bee, headquartered in San Diego, California, is the largest
producer and marketer of shelf-stable seafood in North America and
maintains a leading share in many segments of the U.S. and
Canadian shelf-stable seafood categories, including albacore tuna,
light meat tuna, salmon, sardines, clams and other specialty
products. Its products are branded under the Bumble Bee name in
the U.S. and Clover Leaf and Brunswick names in Canada. Bumble Bee
was acquired by Lion Capital in December 2010. Revenues for the
twelve months ending December 31, 2011 were $965 million.


CHARLES STREET: Bank Questions Eligibility for Bankruptcy
---------------------------------------------------------
OneUnited Bank has said in court papers that Charles Street
African Methodist Episcopal Church (i) did not have the right to
seek Chapter 11 protection and (ii) combines its assets with the
First District of the African Methodist Episcopal church, which
has roughly $519 million in assets.  OneUnited Bank believes the
total asset is "more than enough" to cover the $4.7 million debt
that the Charles Street AME Church owes to the bank.  The bank
also said Charles Street AME Church may not even be a debtor under
bankruptcy law because of the unique nature of the church's
financial holdings.

Charles Street African Methodist Episcopal Church --
http://www.csrrc.org/-- is located in Roxbury, Massachusetts.
The Church is to advocate for the needs of community residents and
to strengthen individuals, families, and the community by
providing social, educational, economic, and cultural services.
The Church filed for Chapter 11 protection (Bankr. D. Mass. Case
No. 12-12292) on March 20, 2012, to prevent its lenders, OneUnited
Bank, from foreclosing on a $1.1 million loan and auctioning off
the church.  Judge Frank J. Bailey presides over the case.
Jonathan Lackow, Esq., at Ropes & Gray LLP, represents the Debtor.
The Debtor estimated both assets and debts of between $1 million
and $10 million.


CHINA DU KANG: Incurs $696,000 Net Loss in 2011
-----------------------------------------------
China Du Kang Co., Ltd., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $696,001 on $1.94 million of sales of liquor in 2011,
compared with a net loss of $897,194 on $1.27 million of sales of
liquor in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $15.62
million in total assets, $6.15 million in total liabilities and
$9.46 million in total equity.

For 2011, Keith K. Zhen, CPA, in Brooklyn, New York, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the company
incurred an operating loss for each of the years in the two-year
period ended  Dec. 31, 2011, and as of Dec. 31, 2011, had an
accumulated deficit.

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

                        http://is.gd/rmv3fI

                        About China Du Kang

Headquartered in Xi'an, Shaanxi, in the PRC, China Du Kang Co.,
Ltd., was incorporated as U.S. Power Systems, Inc., in the State
of Nevada on Jan. 16, 1987.  The Company is principally engaged in
the business of production and distribution of distilled spirit
with the brand name of "Baishui Dukang".  The Company also
licenses the brand name to other liquor manufactures and liquor
stores.




CHINA TEL GROUP: Lowers Net Loss to $21.7 Million in 2011
---------------------------------------------------------
Velatel Global Communications, Inc., formerly known as China Tel
Group Inc., filed with the U.S. Securities and Exchange Commission
its annual report on Form 10-K disclosing a net loss of $21.79
million on $688,942 of revenue in 2011, compared with a net loss
of $66.62 million on $955,311 of revenue in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $12.83
million in total assets, $22.76 million in total liabilities and a
$9.92 million total stockholders' deficiency.

For 2011, Kabani & Company, Inc., in Los Angeles, California,
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 net loss for the year ended Dec. 31,
2011, cumulative losses of $253,660,984 since inception, a
negative working capital of $16,386,204 and a stockholders'
deficiency of $9,928,838.

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

                        http://is.gd/Hy14Ae

                          About China Tel

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


CIRCLE ENTERTAINMENT: Borrows $750,000 from Directors, et al.
-------------------------------------------------------------
Certain of Circle Entertainment Inc.'s directors, executive
officers and greater than 10% stockholders made unsecured demand
loans to the Company totaling $750,000, bearing interest at the
rate of 6% per annum, on April 10, 2012 through April 16, 2012, .

The Company intends to use the proceeds to fund working capital
requirements and for general corporate purposes.  Because certain
of the directors, executive officers and greater than 10%
stockholders of the Company made the Loans, a majority of the
Company's independent directors approved the transaction.

                     About Circle Entertainment

Circle Entertainment Inc. (CEXE.PK), formerly FX Real Estate and
Entertainment Inc., owns 17.72 contiguous acres of land located at
the southeast corner of Las Vegas Boulevard and Harmon Avenue in
Las Vegas, Nevada.  The Las Vegas Property is currently occupied
by a motel and several commercial and retail tenants with a mix of
short and long-term leases.  On June 23, 2009, as a result of the
default under the first mortgage loan, the first lien lenders had
a receiver appointed to take control of the property.  The Company
is headquartered in New York City.

The Company's Las Vegas subsidiary filed for Chapter 11 bankruptcy
on April 21, 2010, and a plan of liquidation or reorganization
will eventually be implemented under which the Company will
surrender ownership of the Las Vegas Property.  Under such a plan,
it is extremely unlikely the Company will receive any material
interest or benefit.

The Company's balance sheet at Dec. 31, 2011, showed $6.20 million
in total assets, $12.08 million in total liabilities, and a
$5.87 million stockholders' deficit.

L.L. Bradford & Company, LLC, in Las Vegas, Nevada, expressed
substantial doubt about the Company's ability to continue as a
going concern following the 2011 financial results.  The
independent auditors noted that the Company has limited available
cash, has a working capital deficiency and will need to secure new
financing or additional capital in order to pay its obligations.


CMGT INC: Trustee Asks 7th Circ. to Revive Mayer Malpractice Suit
-----------------------------------------------------------------
Max Stendahl at Bankruptcy Law360 reports that CMGT Inc.'s
bankruptcy trustee asked the Seventh Circuit on Thursday to
reinstate a $17 million malpractice suit alleging Mayer Brown LLP
failed to properly defend the health care management company in a
contract dispute with its financial adviser.

CMGT trustee David Grochocinski's complaint stems from Mayer
Brown's actions in a suit against CMGT by Gerry Spehar and his
company, Spehar Capital LLC, a consultant hired to help CMGT
secure financing.


COACH AMERICA: Auction Date Reset to April 25
---------------------------------------------
Coach America Holdings Inc. has re-scheduled the sale auction date
related to its Chapter 11 proceedings to April 25, 2012.  The
auction had originally been scheduled for April 18.  The one-week
delay reflects the timely submission from the pre-petition first
lien agent of its intent to submit a credit bid under Section 363
of the U.S. Bankruptcy Code.

                      About Coach America

Coach America -- http://www.coachamerica.com/-- is the largest
tour and charter bus operator and the second largest motorcoach
service provider in the U.S.  Coach America operates the second
largest fleet in the U.S. with over 3,000 vehicles, including over
1,600 motorcoaches, primarily under the Coach America, American
Coach Lines and Gray Line brands.

Coach America Holdings Inc. and its U.S.-based subsidiaries filed
to reorganize under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
D. Del. Lead Case No. 12-10010) on Jan. 3, 2012.  Judge Kevin
Gross presides over the case.  Coach America's investment banker
is Rothschild Inc., legal counsel are Lowenstein Sandler PC and
Polsinelli Shughart, and its financial advisor is Alvarez & Marsal
North America LLC.  BMC Group Inc. serves as the Debtors' notice,
claims and balloting agent.

Coach America disclosed $274 million in assets and $402 million in
liabilities as of Nov. 30, 2011.  Liabilities include $318.7
million owing on first-lien debt with JPMorgan Chase Bank NA as
agent.  Second-lien debt, with Bank of New York Mellon Corp. as
agent, is $30.5 million.

Attorneys for JPMorgan, as Prepetition First Lien Agent and DIP
Agent, are Brian M. Resnick, Esq., at Davis Polk & Wardwell LLP;
and Mark D. Collins, Esq., at Richards, Layton & Finger, P.A.

In February 2012, Coach America named Laura Hendricks, the
company's vice president for business development, as its new
chief executive.


CROATAN SURF: Has Eighth Interim Access to Cash Collateral
----------------------------------------------------------
The Hon. Stephani W. Humrickhouse of the U.S. Bankruptcy Court for
the Eastern District of North Carolina, in an eighth interim
order, authorized Croatan Surf Club, LLC, to use cash collateral
on a limited basis.

Royal Bank America and Edwards Family Partnership LP and the
Bankruptcy Administrator consent to the Debtor's use of the cash
collateral.

As reported in the Troubled Company Reporter on Sept. 6, 2011,
Royal Bank America and Edwards Family Partnership LP assert claims
against the Debtor that are allegedly secured by accounts or other
cash collateral:

    A) Royal is owed $20,108,549 as of the Petition Date.  The
Debtor disputes this amount and believes that the amount owed to
Royal is roughly $16,350,000.

    B) Edwards is owed $3,765,291 as of the Petition Date.  The
Debtor disputes this amount and believes that the amount owed to
Edwards
is less.

As adequate protection, Royal and Edwards are granted postpetition
replacement liens and security interests in their respective post-
Petition collateral in the same relative priority, including Cash
Collateral.  If the adequate protection is insufficient, the
Secured Creditors are also granted a superpriority claim under
Section 507(b) of the Bankruptcy Code.

During the term of the eighth cash collateral order, Royal will
not receive a payment of money from the Debtor as an adequate
protection payment for the Debtor's use of the cash collateral in
February 2012 and March 2012.  Nevertheless, Royal has not waived
nor relinquished its right to request and receive adequate
protection for the use of the cash collateral under Section 363(e)
of the Bankruptcy Code.  To the contrary, the parties hereto agree
that Royal has reserved the right to request in the future the
payment of adequate protection for the use of the cash collateral
during the term of this eighth cash collateral order and any other
future use of the cash collateral.

The parties will have the right to file an additional motion for
authority to use or limit the use of cash collateral and to seek
an expedited hearing thereon; provided, however, that the hearing
will not occur on less than three business days' notice to the
other parties-in-interest and the Bankruptcy Administrator.

A full-text copy of the Eight Interim Order is available for free
at
http://bankrupt.com/misc/CROATANSURF_cashcoll_8thinterimorder.pdf

                        About Croatan Surf

Kill Devil Hills, North Carolina-based Croatan Surf Club, LLC,
is the owner of 35 residential condominium units at a development
in Dare County, North Carolina known as Croatan Surf.  It filed
for Chapter 11 bankruptcy protection (Bankr. E.D.N.C. Case No. 11-
00194) on Jan. 10, 2011.  Walter L. Hinson, Esq., at Hinson &
Rhyne, P.A., in Wilson, N.C., serve as counsel to the Debtor.
Kevin J. Silverang, Esq., and Philip S. Rosenzweig, Esq., at
Silverang & Donohoe, LLC, in St. Davids, Pa., serve as co-counsel
to the Debtor.  No creditors committee has been formed in the
case.  In its schedules, the Debtor disclosed $26,151,718 in
assets and $19,350,000 in liabilities.


CYTOCORE INC: Incurs $2.8 Million Net Loss in 2011
--------------------------------------------------
Cytocore, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$2.87 million on $24,000 of net sales in 2011, compared with a net
loss of $2.09 million on $30,000 of net sales in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $392,000 in
total assets, $6.56 million in total liabilities, all current, and
a $6.17 million total stockholders' deficit.

For 2011, L J Soldinger Associates LLC, in Deer Park, Illinois,
noted that the Company's recurring losses from operations and
resulting dependence upon access to additional external financing,
raise substantial doubt concerning its ability to continue as a
going concern.

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

                        http://is.gd/cVkW8M

                         About Cytocore Inc.

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


DIALOGIC INC: Incurs $54.8 Million Net Loss in 2011
---------------------------------------------------
Dialogic Inc. filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$54.81 million on $198.08 million of total revenue in 2011,
compared with a net loss of $46.71 million on $178.77 million of
total revenue in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $163.34
million in total assets, $178.77 million in total liabilities and
a $15.43 million total stockholders' deficit.

                         Bankruptcy Warning

The Company said in its 2011 annual report that in the event of an
acceleration of the Company's obligations under the Term Loan
Agreement or Revolving Credit Agreement and its failure to pay the
amounts that would then become due, the Revolving Credit Lender or
Term Lenders could seek to foreclose on the Company's assets.  As
a result of this, or if the Company's stockholders do not approve
the Private Placement and the Notes become due and payable, the
Company would likely need to seek protection under the provisions
of the U.S. Bankruptcy Code or the Company's affiliates might be
required to seek protection under the provisions of applicable
bankruptcy codes.  In that event, the Company could seek to
reorganize its business, or the Company or a trustee appointed by
the court could be required to liquidate the Company's assets.

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

                        http://is.gd/suG7Tf

                          About Dialogic

Milpitas, Calif.-based Dialogic Inc. provides communications
platforms and technology that enable developers and service
providers to build and deploy innovative applications without
concern for the complexities of the communication medium or
network.


DIALOGIC INC: Tennenbaum Capital Discloses 19.9% Equity Stake
-------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Tennenbaum Capital Partners, LLC, disclosed
that, as of April 11, 2012, it beneficially owns 7,331,398 shares
of common stock of Dialogic Inc. representing 19.99% of the shares
outstanding.  A copy of the filing is available for free at:

                        http://is.gd/G0X0p4

                           About Dialogic

Milpitas, Calif.-based Dialogic Inc. provides communications
platforms and technology that enable developers and service
providers to build and deploy innovative applications without
concern for the complexities of the communication medium or
network.

The Company reported a net loss of $54.81 million in 2011,
compared with a net loss of $46.71 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $163.34
million in total assets, $178.77 million in total liabilities and
a $15.43 million total stockholders' deficit.

                         Bankruptcy Warning

The Company said in its 2011 annual report that in the event of an
acceleration of the Company's obligations under the Term Loan
Agreement or Revolving Credit Agreement and its failure to pay the
amounts that would then become due, the Revolving Credit Lender or
Term Lenders could seek to foreclose on the Company's assets.  As
a result of this, or if the Company's stockholders do not approve
the Private Placement and the Notes become due and payable, the
Company would likely need to seek protection under the provisions
of the U.S. Bankruptcy Code or the Company's affiliates might be
required to seek protection under the provisions of applicable
bankruptcy codes.  In that event, the Company could seek to
reorganize its business, or the Company or a trustee appointed by
the court could be required to liquidate the Company's assets.


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

Moody's current ratings on Dynegy Power LLC are:

LT Corporate Family Ratings domestic currency ratings of B2,
on review for possible downgrade

Senior Secured Bank Credit Facility domestic currency ratings of
B2, on review for possible downgrade

LGD Senior Secured Bank Credit Facility domestic currency
ratings of 29 - LGD2

Probability of Default ratings of Caa1, on review for possible
downgrade

Ratings Rationale

Dynegy Power LLC's (DP) B2 Corporate Family Rating reflects
Moody's assessment of the stand-alone credit quality of this
issuer and factors Moody's expectation that DP should receive a
high percentage of gross margin and cash flow from various
contractual arrangements in place with credit worthy
counterparties over the next several years. DP owns all 6,771
megawatts (MW) of Dynegy's natural gas-fired generating plants,
which collectively represent eight plants in five markets. For the
next several years, DP's contracted cash flow will benefit from
cash flows generated at the Sithe Independence facility under the
remaining term of the PPA with ConEdison. Beginning in 2014 and
following the expiry of the PPA with ConEdison, Moody's
anticipates that a larger percentage of DP's cash flow will come
from its California based assets. That said, the B2 CFR recognizes
that additional debt may be incurred within the family as the
company's affiliates proceed with a plan of reorganization.

The Caal Probability of Default Rating assigned to Dynegy Power
reflects the increased potential default prospects for DP now that
five affiliates have filed for bankruptcy, including Dynegy
Holdings, LLC (DH), Dynegy Roseton, LLC, and Dynegy Danskammer,
LLC. While DP's creditors benefit from certain ring-fenced like
measures that should insulate DP, litigation risk persists, which
could impact the still fragile nature of the restructuring
agreement.

Rating Outlook

To that end, DP's ratings have been placed under review for
possible downgrade as creditor challenges to the proposed plan to
reorganize legacy DH debt continues, which if successful, has the
potential, in the worst case scenario, to result in DP being
pulled into a DH bankruptcy.

What Could Change the Rating - Up

In light of the review for possible downgrade, DP's ratings are
not likely to upgraded in the near-term.

What Could Change the Rating - Down

The rating review for DP will focus on the progress around DH's
restructuring efforts in bankruptcy including Moody's assessment
of the likely success of potential creditor challenge as well as
DH's ability to meet key restructuring milestones.

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


EDGEN MURRAY: EM Pte Can Borrow Additional $10MM from JPMorgan
--------------------------------------------------------------
Edgen Murray II, L.P., and its subsidiaries, Edgen Murray
Corporation, Edgen Murray Europe Limited, Edgen Murray Canada
Inc., Edgen Murray Pte. Ltd. and the other Loan Parties, entered
into a consent and seventh amendment to the Company's senior
secured revolving credit facility with JPMorgan Chase Bank, N.A.,
JPMorgan Chase Bank, N.A., Toronto Branch, J.P. Morgan Europe
Limited, The HongKong and Shanghai Banking Corporation Limited and
the Lenders.

The Seventh Amendment permits EM Pte to incur $10 million of
additional indebtedness secured by a warehouse facility owned by
EM Pte in Singapore and increases the unused line fee payable to
The HongKong and Shanghai Banking Corporation Limited, the
Singapore Administrative Agent and the Singapore Collateral Agent
under the EM revolving credit facility, from 0.50% to 0.65%.

Additionally, the Seventh Amendment permits the Company to effect
certain restructuring transactions to facilitate the proposed
initial public offering of Edgen Group Inc., to release Edgen
Murray II, L.P., from its obligations under the EM revolving
credit facility and to provide for certain other conforming and
definitional changes.  The effectiveness of these amendments is
subject to the completion of the proposed initial public offering
of Edgen Group Inc. and customary closing conditions.

There is no material relationship between the Company or any of
its affiliates and any of the parties to the Seventh Amendment,
other than in respect of the Seventh Amendment and the EM
revolving credit facility.  Certain of those parties or their
affiliates have in the past performed, and may in the future from
time to time perform, investment banking, financial advisory,
lending or commercial banking or trustee services for the Company
and its affiliates, for which they have received, and may in the
future receive, customary compensation and reimbursement of
expenses.

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

                        http://is.gd/J5D50u

                        About Edgen Murray

Edgen Murray II L.P., headquartered in Baton Rouge, Louisiana, is
a distributor of carbon steel and alloy products for use primarily
in specialized applications in the energy and niche industrial
segments.  The company operates on a global basis, with
approximately one-third of its sales generated outside of the
Americas, and has distribution centers in five countries to
facilitate timely deliveries to companies and contractors engaged
in the development of new energy infrastructure projects and the
maintenance of existing facilities.  In 2010, Edgen Murray had
sales of $628 million.  The company is primarily owned by
Jefferies Capital Partners, certain co-investors and members of
senior management.

The Company reported a net loss of $24.52 million in 2011, a net
loss of $98.28 million in 2010, and a net loss of $20.88 million
in 2009.

The Company's balance sheet as of Dec. 31, 2011, showed
$551.05 million in total assets, $706.11 million in total
liabilities and a $155.05 million total deficit.

                           *     *     *

As reported by the TCR on April 11, 2011, Moody's Investors
Service lowered Edgen Murray II, L.P.'s probability of default
rating (PDR) to Caa2 from Caa1, its corporate family rating (CFR)
to Caa3 from Caa1 and the company's 12.25% senior secured notes to
Caa3 from Caa2.  The downgrade was prompted by Edgen Murray's
continuing weak performance even as many of its peers began to
benefit in 2010 from higher oil prices, a higher rig count for oil
drilling, and increased drilling in and production from
alternative shale plays.

In September 2010, Standard & Poor's Ratings Services said that it
lowered its corporate credit rating on Edgen Murray II L.P. to 'B-
' from 'B'.  The rating outlook is stable.

"The downgrade reflects S&P's expectation that 2010 EBITDA will
likely be around $30 million, materially lower than its previous
expectation of about $55 million, due to ongoing weakness in the
company's Western Hemisphere segment as a result of lower capital
spending on projects in the region," said Standard & Poor's credit
analyst Sherwin Brandford.


ELPIDA MEMORY: Bondholders Organizing, Seek Role in Sale Process
----------------------------------------------------------------
Peg Brickley at Dow Jones' Daily Bankruptcy Review reports that
Troubled Japanese chip-maker Elpida Memory Inc. faces little
opposition to its bid to shield its U.S. assets from creditors
while it is being courted by potential buyers.

                        About Elpida Memory

Elpida Memory Inc. (TYO:6665) -- http://www.elpida.com/ja/-- is
a Japan-based company principally engaged in the development,
design, manufacture and sale of semiconductor products, with a
focus on dynamic random access memory (DRAM) silicon chips.  The
main products are DDR3 SDRAM, DDR2 SDRAM, DDR SDRAM, SDRAM,
Mobile RAM and XDR DRAM, among others.  The Company distributes
its products to both domestic and overseas markets, including the
United States, Europe, Singapore, Taiwan, Hong Kong and others.
The company has eight subsidiaries and two associated companies.

Tokyo, Japan-based Elpida Memory Inc. sought  the U.S.
bankruptcy court's recognition of its reorganization proceedings
currently pending in Tokyo District Court, Eight Civil Division.

Yuko Sakamoto, as foreign representative, filed a Chapter 15
petition (Bankr. D. Del. Case No. 12-10947) for Elpida on
March 19, 2012.

Elpida Memory and its subsidiary, Akita Elpida Memory, Inc., filed
for corporate reorganization proceedings in Tokyo District Court
on Feb. 27, 2012.

The Tokyo District Court immediately rendered a temporary
restraining order to restrain creditors from demanding repayment
of debt or exercising their rights with respect to the company's
assets absent prior court order.

Atsushi Toki, Attorney-at-Law, has been appointed by the Tokyo
Court as Supervisor and Examiner in the case.


EMMIS COMMUNICATIONS: Amends Put and Call Agreement with GRC
------------------------------------------------------------
Subsidiaries of Emmis Communications Corporation entered into a
First Amendment to Put and Call Agreement with a subsidiary of
Grupo Radio Centro, S.A.B. de C.V. and certain of its "Qualified
Designees".

On April 3, 2009, Emmis and GRC had entered into a seven year
Local Programming and Marketing Agreement under which GRC has
provided programming for radio station KXOS-FM (f/k/a KMVN-FM),
Los Angeles, CA.  At the same time, Emmis and GRC entered into the
Put and Call Agreement under which GRC has the right to purchase
the Station for $110 million at any time during the term of the
LMA and Emmis has the right to require GRC to purchase the Station
for the same amount at the end of the term of the LMA.

The First Amendment effectively gives the Qualified Designees the
right to purchase the Station for $85.5 million dollars provided
that the purchase closes on or before March 27, 2013.  The LMA
will remain in effect until the closing of the purchase.  If the
closing does not occur on or before March 27, 2013, the LMA will
continue to remain in effect, the call option exercised by the
Qualified Designees will terminate and the amendments to the Put
and Call set forth in the Amendment will be null and void.  Any
closing under the Amendment is subject to customary
representations, warranties, covenants and conditions, including
FCC approval for which transfer applications have been filed.

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

                        http://is.gd/DKs7wr

                     About Emmis Communications

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

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

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

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

                           *     *     *

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

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

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


ENERGY CONVERSION: Salamon Group Offers $2.5 Million for Unit
-------------------------------------------------------------
Garret Ellison at mlive.com reports that Salamon Group has bid
about $2.5 million to acquire United Solar Ovonic, a subsidiary of
bankrupt parent Energy Conversion Devices.  According to the
report, Salamon is offering up to 5 million shares in their
company in exchange for all shares of bankrupt flexible solar
panel maker Energy Conversion Devices.  The offer amounts to about
$2.5 million based on Salamon's 49 cents per share mid-day trading
price on April 17, 2012.

Energy Conversion was delisted from the NASDAQ stock market
following a bankruptcy filing in February.  The Company has been
looking for a buyer for their Uni-Solar subsidiary as part of the
Chapter 11 restructuring process.  An auction is set for April 24,
2012.

The report notes Salamon Group manages and acquires renewable
energy power projects through their Sunlogics Inc. subsidiary.
Sunlogics received a $7.5 million investment last year from
General Motors to develop solar-powered charging canopies for
electric vehicles like the Chevy Volt, as well as large-scale
solar arrays for building facilities.

The report adds the Uni-Solar transaction would need to be
approved by the Securities and Exchange Commission.

                  About Energy Conversion Devices

Energy Conversion Devices -- http://energyconversiondevices.com/
-- has a renowned 51 year history since its formation in Detroit,
Michigan and has been a pioneer in materials science and renewable
energy technology development.  The company has been awarded over
500 U.S. patents and international counterparts for its
achievements.  ECD's United Solar wholly owned subsidiary has been
a global leader in building-integrated and rooftop photovoltaics
for over 25 years.  The company manufactures, sells and installs
thin-film solar laminates that convert sunlight to clean,
renewable energy using proprietary technology.

Energy Conversion Devices filed for Chapter 11 relief (Bankr. E.D.
Mich. Case No. 12-43166) on Feb. 14, 2012.  Judge Thomas J. Tucker
presides over the case.  Aaron M. Silver, Esq., Judy B. Calton,
Esq., and Robert B. Weiss, Esq., at Honigman Miller Schwartz &
Cohn LLP, in Detroit, Michigan, represent the Debtor as counsel.
The Debtor estimated assets and debts of between $100 million and
$500 million as of the petition date.

The petition was signed by William Christopher Andrews, chief
financial officer and executive vice president.
Affiliate United Solar Ovonic LLC filed a separate Chapter 11
petition on the same day (Bankr. E.D. Mich. Case No. 12-43167).
Affiliate Solar Integrated  Technologies, Inc., filed a petition
for relief under Chapter 7 of the Bankruptcy Code (Bankr. E.D.
Mich. Case No. 12-43169.


ENERGY CONVERSION: Balks at Shareholders' Committee Request
-----------------------------------------------------------
Katy Stech at Dow Jones' DBR Small Cap reports that solar-power
company Energy Conversion Devices Inc. said some shareholders were
mistaken when they figured that the struggling Michigan
manufacturer, which makes sun-absorbing sheets for rooftops, is
worth $986 million as proof that they could be entitled to a
recovery in the case.

                      About Energy Conversion

Energy Conversion Devices -- http://energyconversiondevices.com/
-- has a renowned 51 year history since its formation in Detroit,
Michigan and has been a pioneer in materials science and renewable
energy technology development.  The company has been awarded over
500 U.S. patents and international counterparts for its
achievements.  ECD's United Solar wholly owned subsidiary has been
a global leader in building-integrated and rooftop photovoltaics
for over 25 years.  The company manufactures, sells and installs
thin-film solar laminates that convert sunlight to clean,
renewable energy using proprietary technology.

Energy Conversion Devices filed for Chapter 11 relief (Bankr. E.D.
Mich. Case No. 12-43166) on Feb. 14, 2012.  Judge Thomas J. Tucker
presides over the case.  Aaron M. Silver, Esq., Judy B. Calton,
Esq., and Robert B. Weiss, Esq., at Honigman Miller Schwartz &
Cohn LLP, in Detroit, Michigan, represent the Debtor as counsel.
The Debtor estimated assets and debts of between $100 million and
$500 million as of the petition date.

The petition was signed by William Christopher Andrews, chief
financial officer and executive vice president.
Affiliate United Solar Ovonic LLC filed a separate Chapter 11
petition on the same day (Bankr. E.D. Mich. Case No. 12-43167).
Affiliate Solar Integrated  Technologies, Inc., filed a petition
for relief under Chapter 7 of the Bankruptcy Code (Bankr. E.D.
Mich. Case No. 12-43169.


ENVISION SOLAR: Issues 3.2 Million Common Shares for $800,000
-------------------------------------------------------------
Envision Solar International, Inc., effective as of April 11,
2012, issued a total of 3,200,000 shares of common stock to
investors in its private placement, receiving a total
of $800,000 of capital for those issuances.  As previously
reported, the Company is currently making a private placement of
up to 8,000,000 shares of its common stock for a subscription
price of $0.25 per share, of which 3,200,000 shares have been sold
as of April 16, 2012.  Further, the Company has issued 100,000
shares of its common stock to a holder of a note payable as
partial conversion in the amount of $33,000 of the outstanding
balance of that note.  No other consideration was received by the
Company in these transactions.  The Company's total shares
outstanding after the issuance of these shares is 56,353,323.

                          About Envision

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

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

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

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


EOS PREFERRED: Reports $1 Million Net Income in 2011
----------------------------------------------------
EOS Preferred Corporation filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing net
income of $1.02 million on $2.36 million of total interest income
in 2011, compared with net income of $7.65 million on
$2.19 million of total interest income in 2010.

The Company's balance sheet at Dec. 31, 2011, showed
$85.57 million in total assets, $944,000 in total liabilities, and
$84.63 million in total stockholders' equity.

The Board of Directors of EOS Preferred approved a plan of
liquidation and dissolution on March 12, 2012, and the Company
commenced liquidation shortly thereafter.  As a result, the
Company will change its basis of accounting for periods subsequent
to March 12, 2012, from the going-concern basis to liquidation
basis.

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

                        http://is.gd/l1RSUP

                        About EOS Preferred

Based in New York, EOS Preferred Corporation (formerly Capital
Crossing Preferred Corporation) is a Massachusetts corporation
with the principal business objective to hold mortgage assets that
will generate net income for distribution to stockholders.  The
Company was organized on March 20, 1998, to acquire and hold real
estate assets and Aurora Bank FSB, an indirect wholly-owned
subsidiary of Lehman Brothers Holdings Inc., owns all of the
Company's common stock.  Effective June 21, 2010, the Company
changed its corporate name to EOS Preferred Corporation.

The Company operates in a manner intended to allow its to be taxed
as a real estate investment trust, or a "REIT," under the Internal
Revenue Code of 1986, as amended.  As a REIT, EOS will not be
required to pay federal or state income tax if it distributes its
earnings to its shareholders and continues to meet a number of
other requirements.


EXECUTIVE LIFE: High Court Approves Liquidation Plan
----------------------------------------------------
Jonathan Randles at Bankruptcy Law360 reports that New York
Supreme Court Judge John Galasso on Monday signed off on a plan to
liquidate Executive Life Insurance Co. of New York, which is
strapped with a $1.5 billion deficit, despite the objections of
beneficiaries who claim they will lose hundreds of millions of
dollars under the plan.

Judge Galasso approved the plan proposed by state Financial
Services Superintendent Benjamin M. Lawsky that will pay out $900
million in ELNY's estate and an additional $730 million in
contributions allocated from life insurance.

Executive Life Insurance Company (ELIC) was a large issuer of life
insurance, structured settlement annuities, group annuities, and
guaranteed investment contracts (GICs) issued to pension plans and
municipalities. A conservation order was issued for ELIC on
April 11, 1991, and a liquidation order was entered on Dec. 6,
1991.  Most of the company's policies were assumed by Aurora
National Life Insurance Company in 1993.


GMX RESOURCES: Provides Operational Update for 2012
---------------------------------------------------
GMX Resources Inc. provided an operational update, production for
Q1, guidance for Q2 and year end 2012 and the Company's election
on the semi-annual interest due on its 2017 Senior Secured Notes.

                      Williston Basin Update

The Company's fourth operated well, the Lange 11-30-1H, in which
the Company has an approximate 89% working interest, located in
Sections 30&31, Township 147N, Range 99W in McKenzie County, North
Dakota, was drilled to a measured depth of 20,519? with a lateral
length of 9,348'.  The well was completed as a 32-stage frac
Middle Bakken producer achieving a peak rate of 2,549 BOE/Day
@1,500 psi flowing casing pressure.

The Company's fifth operated well, the Akovenko 24-34-1H, in which
the Company has an approximate 74% working interest, located in
Sections 3&10, Township 145N, Range 95W in McKenzie County, North
Dakota, has been successfully drilled with a measured depth of
19,927' with a lateral length of 8,305'.  The well is expected to
be fracture stimulated with a thirty-one stage sliding sleeve
completion in May 2012.

The Company's sixth operated well, the Johnston 31-4-1H, was spud
on April 5, 2012.  GMXR currently projects a 52% working interest
in the well.  The Johnston 31-4-1H is located in Sections 4&9,
Township 146N, Range 99W in McKenzie County, North Dakota.  This
well will target the Middle Bakken and will be drilled to a
measured depth of 21,300' with a lateral length of 9,300'.

The Company's workover rig arrived in North Dakota on March 23,
2012, and work has been done on the Evoniuk 21-2-1H and the Frank
31-4-1H.  The Evoniuk 21-2-1H and the Frank 31-4-1H are both
currently on pump and producing oil.  The workover rig is next
scheduled to work on the Wock 21-2-1H well.

The Company has secured the services of a new directional drilling
company and with the use of their tools has seen an improvement in
rates of penetration and a reduction in spud to TD times.  The
Company continues to evaluate operations and services within the
Bakken for opportunities to improve performance while at the same
time to reduce costs.

The Neil 24-19MBH well, 4% working interest, located in Sections
18&19, Township 148N, Range 98W in McKenzie County, North Dakota
has been successfully drilled and completed by Burlington
Resources and Initial Production tests reported 1,935 BOE/Day.

The Logan 24-8H well, in which the Company has an approximate 17%
working interest, located in Sections 5&8 Township 148N Range 98W
in McKenzie County, North Dakota was successfully drilled by
Burlington Resources.  The operator is currently on location and
preparing the well for fracture stimulation.

The Pojorlie 21-2-1H well, in which the Company has an approximate
34% working interest in Section 2&11, Township 146, Range 98W in
McKenzie County, North Dakota is being drilled by Continental
Resources.  The Operator has successfully pulled the core from the
Middle Bakken through the Three Forks and is currently drilling
the lateral.  The well is planned as a Three Forks target with a
measured depth of 21,208' and a lateral length of 9,638'.

                          Niobrara Update

GMXR's position was acquired with specific ideas in mind of basin
flexure, maturity and leveraging our execution with modern seismic
investigation.  The Company now has three data points near the
basin axis in its North Mustang Doty Hill area, the Samson
Defender and the two recent completions by Devon.  Using these
results with the seismic overprint will help guide future
development.  The Company continues to believe that success in
this play will require placing well laterals to intersect open
fractures in targeting the sub-members of the Niobrara Chalk.  The
two Devon wells will be used to calibrate models on locations that
will be drilled in areas with more intensive tectonic signatures
as well as vetting future completion design issues.

The Company is also noting emerging efforts of targeting the
Codell-Turner interval within the Niobrara system.  That interval
is more of a conventional target that while it certainly can be
impacted by natural fractures, it is a tight clastic reservoir
being characterized as less erratic than the chalky members.

Finally, the Company expects to receive its first volume of 3D
seismic from its Chugwater area of 30,817 net acres in a couple of
weeks.

                        Management Comment

Michael Rohleder, President, said: "We are progressing with our
development in McKenzie and Billings counties and the Lange result
is consistent with our expectations for this area.  GMXR and other
larger operators have drilled enough wells that our entire acreage
footprint has been substantially de-risked.  Access to services
and the cost of those services has begun to ease, which we expect
will allow us to improve our well economics.  We are going to be
able to start selling gas and liquids in North Dakota in the very
near future, which will represent an additional revenue stream.
As we bring new wells on-line, we will add tranches to the
existing oil hedge positions.  Fortunately we were able to hedge a
significant portion of our natural gas production in 2012 and 2013
at prices substantially higher than today's market.  Oil
production is expected to grow 168% sequentially this quarter.  We
will continue to focus on the execution of our transition plan,
which we expect will result in oil and NGLs accounting for
approximately 76% of our 2012 physical revenue projection."

Bakken Gas Gathering

The Company has signed a contract with a subsidiary of ONEOK
Partners, L.P., a leader in the gathering, processing, storage and
transportation of natural gas in the U.S., for many of its
McKenzie and Billings County, North Dakota wells.  The natural gas
being produced by the Company's McKenzie and Billings County
producing wells is currently being flared.  The execution of a
contract with ONEOK will enable the Company to capture the value
of the NGLs and high MMBTU content natural gas.  ONEOK's analysis
projects approximately 1,500 BTU gas and approximately 11 GPM of
NGLs.  Right-of-way acquisitions have been completed and released
for construction on the gathering lines to the Evoniuk 21-2-1H
well located in Billings County, North Dakota.  ONEOK is currently
acquiring rights of way for gathering lines to the Lange 11-30-1H
and Akovenko 24-34-1H wells in McKenzie County, North Dakota, as
well as additional locations in both McKenzie and Billings County,
North Dakota.

Updated Production and Guidance

Production for the first quarter 2012 is 596,000 BOE, which
includes 31,000 BBLs of oil and 146,000 BBLs of NGLs.  The NGL
production represents a 35% increase over previous guidance due
primarily to a change in the dispatch of our natural gas to plants
with higher NGL recoveries and plant efficiencies.  Oil production
for the first quarter 2012 represents a 43% increase over first
quarter 2011, and NGL production in the first quarter 2012
represents a 10% increase over the first quarter of 2011.

Production guidance for the second quarter 2012 is estimated to be
606,000 BOE, which includes 83,000 BBLs of oil and 148,000 of
NGLs.  Full year 2012 guidance is estimated to be 2,373,000 BOE,
which includes 354,000 BBLs of oil and 562,000 BBLs of NGLs.  Oil
and NGLs are estimated to be 39% of total 2012 production and 76%
of total 2012 revenues, excluding income from hedges, as oil and
NGL production ramps up in the Williston Basin and NGL recoveries
increase from the East Texas natural gas production.

             Bakken and East Texas Oil Realized Price

Bakken crude oil is produced and stored in tank batteries on
location until the buyer has picked up the oil by truck.  The
sales price realized is a function of the daily NYMEX contract
price less an agreed upon basis differential which varies each
month.  The Company's basis differential has varied from month to
month, ranging from a low of $5.50 in August of 2011 to as high as
$25.00 in March of 2012.  GMXR's estimated basis differential in
April is expected to be $12.00 and is estimated at $10.00 for the
remainder of 2012 year.  The historical basis differential on the
company's East Texas crude oil has been both a premium and
discount to the daily NYMEX contract but in 2011 was less than a
$2.00 discount to NYMEX.

         Recap of Oil and Natural Gas Hedge Portfolio

The Company has executed fixed price natural gas swaps against the
NYMEX for approximately 65% of the Company's post-processing dry
natural gas for April 2012 thru December 2013 period.  For the
last nine months of 2012, the Company swapped 4.03 BCF at $2.60
and for all of 2013 the Company swapped 4.24 BCF at $3.50.  In
connection with these swaps, the Company also entered into a
Basis Swap in which the Company locked in a natural gas price
differential between the NYMEX and the Houston Ship Channel at
$0.08.  The combination of these trades effectively locks in a
sales price to GMXR of $ 2.52 for 4.03 BCF during the last nine
months of 2012, and $ 3.42 for 4.24 BCF during 2013.

The Company has executed fixed price crude oil swaps against the
NYMEX for April 2012 thru December 2013.  For the last nine months
of 2012, the Company swapped 38,565 barrels at $106.40 and for all
of 2013 the Company swapped 42,581 barrels at $106.40.  For 2014,
the Company executed a costless three-way collar for 35,528
barrels with a ceiling of $114.10, a floor of $100 and a sold put
of $80.  In addition to the fixed price crude oil swaps and
costless three-way collar, the Company bought $100- $90 Put
Spreads for 19,421 barrels for the last six months of 2012, $100
Puts for 26,654 barrels in 2013, and $95?$75 Put Spreads for
19,893 barrels in 2014.

The Company's high level goal is to use swaps and costless collars
to protect the Company's flowing PDP production, and use Puts and
Put Spreads to establish floors for the Company's PUD production.
Since the forward prices for oil are less than the current prices
for oil, the Company's structure allows it to preserve the
optionality benefits of oil price increases.  As the Company
brings on new wells, the Company plans to increase our hedges to
establish floors and protect revenues.

2017 Senior Secured Notes

The Company's 2017 Senior Secured Notes have a semi-annual
interest payment due the first day of June and December.  The
Company has an option to pay the interest in cash (11.0% per
annum) or a PIK Election (9.0% per annum in cash and 4.0% per
annum payable in the form of Additional Notes.  The Company has
selected the PIK Election for the interest payment due June 1,
2012.  The record date for this interest payment is May 15, 2012.
The PIK Election will increase the outstanding principal balance
of the 2017 Senior Secured Notes by $5.1 million.

                        About GMX Resources

GMX Resources Inc. -- http://www.gmxresources.com/-- is an
independent natural gas production company headquartered in
Oklahoma City, Oklahoma.  GMXR has 53 producing wells in Texas &
Louisiana, 24 proved developed non-producing reservoirs, 48 proved
undeveloped locations and several hundred other development
locations. GMXR has 9,000 net acres on the Sabine Uplift of East
Texas.  GMXR has 7 producing wells in New Mexico.  The Company's
strategy is to significantly increase production, revenues and
reinvest in increasing production.  GMXR's goal is to grow and
build shareholder value every day.

The Company reported a net loss of $206.44 million in 2011, a net
loss of $138.29 million in 2010, and a net loss of $181.08 million
in 2009.

The Company's balance sheet at Dec. 31, 2011, showed $542.20
million in total assets, $474.92 million in total liabilities and
$67.27 million in total equity.

                           *     *     *

In November 2011, Moody's downgraded the rating of GMX Resources'
corporate family rating (CFR) to 'Caa3' from 'Caa1', the
Probability of Default (PDR) rating to 'Ca' from 'Caa1', and the
Speculative Grade Liquidity (SGL) rating to SGL-4 from SGL-3. The
outlook is negative.

The downgrade of GMX's PDR and note ratings reflect the company's
announcement that greater than 50% of the holders of the notes due
2019 have accepted a proposed exchange offer, which Moody's views
as a distressed exchange.  The lowering of the CFR and SGL ratings
reflects Moody's expectation of potential liquidity issues through
the first quarter of 2013, as well as elevated leverage following
the issuance of at least $100 million of proposed secured notes
under the exchange offer and a proposed $55 million volumetric
production payment (VPP), both of which the company expects to be
executed before the end of 2011.  Moody's treats VPPs as debt in
Moody's leverage calculations.  The negative outlook reflects the
potential for the CFR and note ratings to be lowered if liquidity
deteriorates further.

As reported by the TCR on Dec. 21, 2011, Standard & Poor's Ratings
Services lowered its corporate credit rating on GMX Resources Inc.
to 'SD' (selective default) from 'CC'.  "We also lowered the
company's issue-level ratings to 'D' from 'CC', reflecting its
completion of an exchange offer for a portion of its $200 million
11.375% senior notes due 2019," S&P said.

"The rating actions follow the company's announcement that it has
completed the exchange offer for its 11.375% senior notes due
2019," said Standard & Poor's credit analyst Paul B. Harvey.  "The
exchange offer included $53 million principle of 11.375% senior
notes that accepted an exchange of $1,000 principle for $750
principle of new 11% senior secured notes due 2017.  We consider
the completion of such an exchange, at a material discount to par,
to be a distressed exchange and, as such, tantamount to a default
under our criteria."


GREYSTONE LOGISTICS: Reports $164,000 Net Income In Feb. 29 Qtr.
----------------------------------------------------------------
Greystone Logistics, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $163,798 on $4.87 million of sales for the three
months ended Feb. 29, 2012, compared with a net loss of $101,558
on $4.20 million of sales for the three months ended Feb. 28,
2011.

The Company reported net income of $914,939 on $16.87 million of
sales for the nine months ended Feb. 29, 2012, compared with a net
loss of $947,894 on $14.25 million of sales for the nine months
ended Feb. 28, 2011.

The Company's balance sheet at Feb. 29, 2012, showed $12.98
million in total assets, $20.92 million in total liabilities and a
$7.94 million total deficit.

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

                        http://is.gd/9Svn40

                     About Greystone Logistics

Tulsa, Okla.-based Greystone Logistics, Inc. (OTC BB: GLGI.OB -
News) -- http://www.greystonelogistics.com/-- manufactures and
sells plastic pallets through its wholly owned subsidiary,
Greystone Manufacturing, LLC.  Greystone sells its pallets through
direct sales and a network of independent contractor distributors.
Greystone also sells its pallets and pallet leasing services to
certain large customers direct through its President, Senior Vice
President of Sales and Marketing and other employees.

As reported by the TCR on Sept. 20, 2011, HoganTaylor LLP, in
Tulsa, Oklahoma, said Company has a working capital deficit of
$5,141,078, stockholders' deficit of $14,206,077 and total deficit
of $9,704,991.  The independent auditors noted that these deficits
raise substantial doubt about the Company's ability to continue as
a going concern.


HANOVER INSURANCE: Moody's Issues Summary Credit Opinion
--------------------------------------------------------
Moody's Investors Service issued a summary credit opinion on
Hanover Insurance Group, Inc.  The release includes certain
regulatory disclosures regarding its ratings.  It does not
constitute any change in Moody's ratings or rating rationale for
Hanover Insurance Group, Inc (The).

Moody's current ratings on Hanover Insurance Group, Inc (The) and
its affiliates are:

Senior Unsecured (domestic currency) ratings of Baa3

Junior Subordinate (domestic currency) ratings of Ba1 (hyb)

Senior Unsecured Shelf (domestic currency) ratings of (P)Baa3

Rating Rationale

Moody's A3 insurance financial strength rating on the Hanover
Insurance Co. and the Baa3 senior debt rating of its parent, The
Hanover Insurance Group, Inc., reflect the company's good
franchise bolstered by strong relationships with its network of
independent agents, solid risk-adjusted capitalization and reserve
strength, as well as its investment in automation and predictive
modeling. These positive factors are partly offset by THG's high
cost structure, catastrophe exposed lines of business, potential
integration risk related to acquisitions including the recent
acquisition of Lloyd's vehicle Chaucer, and elevated financial
leverage following the Chaucer acquisition. Moody's notes that
almost half of the company's U.S. primary insurance business (i.e.
excluding Chaucer) originates from four states -- Michigan,
Massachusetts, New York, and New Jersey -- which expose the
company to catastrophe and regulatory risk. Historically, the
company wrote significant property insurance in Florida and
Louisiana -- two hurricane-prone areas -- however, the company has
meaningfully reduced its exposure in those two states and is in
the process of further diversifying its geographic footprint.

The Hanover Insurance Group is a holding company for its insurance
subsidiaries which collectively rank among the top 25 property and
casualty insurers in the United States. THG primarily operates as
The Hanover Insurance Company, except in Michigan and other
Midwest states where it does business as Citizens Insurance
Company of America. The company offers property and casualty
insurance products to individuals and business owners through a
targeted network of independent agents. THG's premium volume is
weighted towards commercial lines following the company's renewal
rights deal of OneBeacon's standard commercial business in
December 2009 and its acquisition of Chaucer Holdings, plc.
("Chaucer") in July 2011. Chaucer is a Lloyd's insurance group
which manages a number of syndicates that underwrite a diversified
book of specialist insurance and reinsurance including global
marine, energy, non-marine, and aviation risks as well as UK motor
and nuclear.

For the first nine months of 2011, commercial lines accounted for
49% of net premium written, while personal auto and homeowners
accounted, respectively, for 27% and 14% of NPW. Chaucer accounted
for about 21% of the company's net premium written during 3Q11,
which is the first full quarter since Hanover closed on the
acquisition on July 1, 2011.

Rating Outlook

The stable outlook reflects Moody's expectation that Hanover will
implement enhanced risk management oversight of its recent
acquisition, Chaucer, and focus on integrating the operations.
Hanover has been active over the past two years including its
acquisition of the standard commercial lines business of OneBeacon
Insurance Group in late 2009. Moody's expects that Hanover will
reduce the pace of meaningfully-sized acquisitions over the medium
term.

What to Watch For:

- Integration/operational risk related to acquisitions;

- Large loss accumulations due to weather related events (e.g.
   wind, tornado, hail);

- Potentially reduced favorable prior-year reserve development.

What Could Change the Rating - Up

- Continued strengthening of risk-adjusted capitalization (as
   measured in part by gross underwriting leverage consistently
   below 3.0 times)

- Sustained operating profitability including the impact of
   catastrophes losses (combined ratios well below 100%)

- EBIT coverage of interest consistently greater than 6x

- Adjusted debt-to-capital consistently in the low 20% range

What Could Change the Rating - Down

- Adjusted debt-to-capital ratio sustained consistently above
   30%

- EBIT coverage of interest less than 4x

- Large acquisition financed by substantial debt

- Decline in shareholders equity capitalization by more than 10%
   as a result of operating losses

The principal methodology used in this rating was Moody's Global
Rating Methodology for Property and Casualty Insurers published in
May 2010.


HARDAGE HOTELS: Files Schedules of Assets and Liabilities
---------------------------------------------------------
Hardage Hotels I, LLC, filed with the U.S. Bankruptcy Court
District for the Western District of Texas its schedules of assets
and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $36,000,000
  B. Personal Property            $3,354,056
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $13,938,328
E. Creditors Holding
     Unsecured Priority
     Claims                                          $925,186
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $16,225,321
                                 -----------      -----------
        TOTAL                    $39,354,056      $31,088,835

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

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

                     About Hardage Hotels

Hardage Hotels I, LLC, filed for Chapter 11 bankruptcy (Bankr.
W.D. Tex. Case No. 12-30443) on March 6, 2012.  Hardage is a hotel
and real estate development company headquartered in San Diego,
California.  Hardage operates seven hotels in seven states under
the brand of "Chase Suites".  The hotels are located in El Paso,
Texas; Overland Park, Kansas; Newark, California; Kansas City,
Missouri; Des Moines, Iowa; Lincoln, Nebraska; and Dublin, Ohio.

Hardage operates the hotels under the "Chase Suites" name pursuant
to franchise agreements with Hardage Hospitality, LLC.  The Debtor
has no employees -- all employees at the hotels are employed by
non-debtor Hardage Hospitality, which provides hotel management
services.

The Debtor has outstanding secured debt of $34.2 million plus
interest.  The lenders are OneWest Bank, FSB; California First
National Bank, N.A., and Security Bank of Kansas City.  OneWest
is the lender under a $5.74 million Dublin loan agreement, a
$5.3 million Lincoln loan agreement, and an $11.5 million El Paso
loan agreement.

Hardage was forced to file for bankruptcy when Hardage reached an
out-of-court restructuring of its debts with OneWest and then
OneWest reneged on its commitment.  In September 2010, OneWest
filed a collection against Hardage and sought the appointment of a
receiver over the El Paso property.  A receivership order was
entered but was vacated, although Hardage was ordered to make
payments to OneWest.  The parties then entered into a series of
tolling agreements, under which Hardage paid OneWest $700,000 so
that OneWest would not pursue any further action.  Following
negotiations, the parties signed a "final term sheet" on a
restructuring on Dec. 2, 2011.

But, according to the Debtor, OneWest reneged on the agreement.
In November, OneWest sought foreclosure of, and a receiver for,
the Dublin and El Paso properties.

The Debtor on March 5, 2012, initiated a lawsuit against OneWest
in the Superior Court of the State of California for the County of
Los Angeles, Central District.  The suit alleges several causes of
action, including fraud and breach of contract.

Judge H. Christopher Mott presides over the Chapter 11 case.  The
Debtor has tapped Haynes and Boone LLP as attorneys, and
Transitional Finance Partners LLC as financial advisor.  The
petition was signed by Samuel A. Hardage, president.


HARDAGE HOTELS: U.S. Trustee Appoints 4-Member Creditor's Panel
---------------------------------------------------------------
Judy A. Robbins, United States Trustee for Region 7, under 11
U.S.C. Sec. 1102(a) and (b), appointed seven unsecured creditors
to serve on the Official Committee of Unsecured Creditors of
Hardage Hotels I, LLC.

The Creditors Committee members are:

      1. American Tex-Chem
         Contact: Kathleen Hamilton
         P.O. Box 431
         San Bernardino, CA 92402
         Tel: (909) 383-8626
         Fax: (909) 380-7798
         E-mail: KathleenH@Americantexchem.com

      2. ECU Staffing Multi Services, Inc.
         Contact: Blair Clark
         120 E. Market Street, Suite 930
         Indianapolis, IN 46204
         Tel: (317) 507-2658
         Fax: (800) 865-4263
         E-mail: Blair.Clark@ecustaffing.com

      3. Insight Direct USA, Inc.
         Contact: Michael L. Walker
         6820 S. Harl Avenue
         Tempe, AZ 85283
         Tel: (480) 333-3232
         Fax: (480) 760-6286
         E-mail: michael.walker@insight.com

      4. Property Tax Resources
         Contact: Nichole Graffam
         701 Palomar Airport Road, Suite 230
         Carlsbad, CA 92011
         Tel: (760) 476-0678
         Fax: (760) 476-0687
         E-mail: ngraffam@ptr360.com

                       About Hardage Hotels

Hardage Hotels I, LLC, filed for Chapter 11 bankruptcy (Bankr.
W.D. Tex. Case No. 12-30443) on March 6, 2012.  Hardage is a hotel
and real estate development company headquartered in San Diego,
California.  Hardage operates seven hotels in seven states under
the brand of "Chase Suites".  The hotels are located in El Paso,
Texas; Overland Park, Kansas; Newark, California; Kansas City,
Missouri; Des Moines, Iowa; Lincoln, Nebraska; and Dublin, Ohio.

Hardage operates the hotels under the "Chase Suites" name pursuant
to franchise agreements with Hardage Hospitality, LLC.  The Debtor
has no employees -- all employees at the hotels are employed by
non-debtor Hardage Hospitality, which provides hotel management
services.

The Debtor has outstanding secured debt of $34.2 million plus
interest.  The lenders are OneWest Bank, FSB; California First
National Bank, N.A., and Security Bank of Kansas City.  OneWest
is the lender under a $5.74 million Dublin loan agreement, a
$5.3 million Lincoln loan agreement, and an $11.5 million El Paso
loan agreement.

Hardage was forced to file for bankruptcy when Hardage reached an
out-of-court restructuring of its debts with OneWest and then
OneWest reneged on its commitment.  In September 2010, OneWest
filed a collection against Hardage and sought the appointment of a
receiver over the El Paso property.  A receivership order was
entered but was vacated, although Hardage was ordered to make
payments to OneWest.  The parties then entered into a series of
tolling agreements, under which Hardage paid OneWest $700,000 so
that OneWest would not pursue any further action.  Following
negotiations, the parties signed a "final term sheet" on a
restructuring on Dec. 2, 2011.

But, according to the Debtor, OneWest reneged on the agreement.
In November, OneWest sought foreclosure of, and a receiver for,
the Dublin and El Paso properties.

The Debtor on March 5, 2012, initiated a lawsuit against OneWest
in the Superior Court of the State of California for the County of
Los Angeles, Central District.  The suit alleges several causes of
action, including fraud and breach of contract.

Judge H. Christopher Mott presides over the Chapter 11 case.  The
Debtor has tapped Haynes and Boone LLP as attorneys, and
Transitional Finance Partners LLC as financial advisor.  The
petition was signed by Samuel A. Hardage, president.  In its
schedules, the Debtor disclosed $39,354,056 in total assets and
$31,088,835 in total liabilities.


HARTFORD COMPUTER: Delaware Street DIP Loan Expires May 18
----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois,
in a final order, authorized Hartford Computer Group, Inc., to
obtain postpetition financing from Delaware Street Capital Master
Fund, L.P., and to use cash collateral and grant adequate
protection to Delaware Street as prepetition secured lender.

The DIP Credit Agreement will terminate on a) May 18, 2012; or (b)
on the occurrence of a termination event.  The Debtors' authority
to use cash collateral will also terminate on May 18.

As reported in the Troubled Company Reporter on Jan. 4, 2012,
Delaware Street has committed to provide up to $14.4 million in
DIP financing.

Effective as of May 9, 2005, the Debtors entered into a Master
Restructuring Agreement with Delaware Street, MRR Venture LLC, ARG
Investments, SKM Equity Fund II L.P., and SKM Investment Fund II,
HCG Financial Services Inc., and Enable Systems Inc.  The Debtors
amended and restructured their agreements with their various
stakeholders.  The Debtors' long-term, secured debt was:

     (a) pursuant to the Amended and Restated Loan and Security
         Agreement dated as of December 17, 2004 among the Debtors
         and the Prepetition Senior Lender and various promissory
         notes and other documents, the Debtors owed the
         Prepetition Senior Lender, as of the Petition Date,
         $67,755,718;

     (b) pursuant to the Substituted and Amended Subordinated
         Promissory Note dated May 9, 2005, made by Hartford
         Computer Group, Inc. in favor of MRR Venture LLC --
         Prepetition Subordinated Lender -- Hartford Computer
         Group, Inc. owed the Prepetition Subordinated Lender
         $1,519,868; and

     (c) pursuant to the Revolving Credit Agreement by and between
         IBM Credit LLC, HCH and HCGovernment, dated as of May 5,
         2005, HCH and HCGovernment owed IBM $1,030,545.

The DIP Facility calls for the Debtors to sell substantially all
of their assets.

As reported in the TCR on April 4, 2012, Avnet, Inc. has completed
its acquisition of substantially all of the operating assets of
the Debtors.  Nexicore, which generated revenue of approximately
US$85 million in the 2011 calendar year, was one of the leading
providers of repair and installation services in North America for
consumer electronics and computers, operating in three
complementary business lines, including depot repair, onsite
repair and installation, and spare parts management.  The
acquisition is expected to be immediately accretive to earnings
and supports Avnet's return on capital goals for acquisitions.

                             Objection

Stockholders ARG Investments, Enable Systems, Inc., MRR Venture
LLC, SKM Equity Fund II, L.P., and SKM Investment Fund II had
objected to the Debtors' motion for DIP financing stating that any
final order approving the financing motion must not affect the
existing claims of the stockholders pending in the Delaware
Chancery Court challenging the actions taken by Delaware Street
and certain directors of HCG or be deemed to require the
stockholders to file a duplicative action in the Court.

                      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. -- john.sieger@kattenlaw.com ,
paige.barr@kattenlaw.com and peter.siddiqui@kattenlaw.com -- 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.


HOSTESS BRANDS: Fails to Reach Deal With Teamsters Union
--------------------------------------------------------
The Huffington Post reports that the Teamsters union, which
represents 7,500 Hostess workers, hasn't reached a contract
agreement with Hostess Brands, saying the company is demanding too
much in the way of concessions.

According to the report, Hostess argues that its pension and labor
costs are untenable.  A ruling against Hostess in court would
force the company back to the bargaining table with the Teamsters.
A ruling in favor of Hostess would allow the company to escape its
current labor contracts.

"And in that case, we will be on strike," the report quotes Ken
Hall, Teamsters vice president, as saying.  According to Mr. Hall,
the union's Hostess workers voted overwhelmingly to authorize a
strike.  Though he wouldn't put a date on it, he said the strike
could happen "very soon."  The union recently acknowledged to the
court that negotiations were "in crisis."

According to the Huff Post, Hostess CEO Gregory F. Rayburn said in
an e-mailed statement that "Hostess will be forced to liquidate if
there were a strike by either of its largest unions because its
lenders would pull their financing."

"That's why the company has tried to reach a consensual agreement
with its unions that would lower the costs of its union pension
and health plans while still providing employees with good,
industry standard benefits," he said.

According to the report, the two sides failed to reach an
agreement in advance of the hearing in bankruptcy court in New
York, each arguing that the other's proposals were unreasonable.
After an offer made by Hostess over the weekend calling for steep
pension cuts, the Teamsters made a counter offer with more modest
concessions that amount to $150 million annually, including the
temporary suspension of pension payments, according to the union.
Hostess maintains that the current employee pension plans are too
costly and financially unstable.

The report, citing a letter to employees, says Hostess warned that
a strike would cripple the company: "All Hostess Brands operations
would shut down and liquidation would begin.  The 18,500 jobs,
plus the health insurance that comes with them, would be lost for
good."

The Huff Post says the union's hard stance suggests a degree of
frustration among rank-and-file workers.  Dow Jones reported
earlier this month that Hostess' creditors were concerned that the
company may have manipulated executive pay leading up to its
Chapter 11 filing, possibly allowing Hostess managers to sidestep
compensation requirements under bankruptcy law.  The company has
denied the creditors' implications, the Huff Post says.

The bankruptcy judge is expected to make a decision on Hostess'
union contracts in several weeks, the Huff Post says.

                      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: Can Keep Control Over Chapter 11 Case, Judge Says
-----------------------------------------------------------------
Rachel Feintzeig at Dow Jones' Daily Bankruptcy Review reports
that a judge indicated he would extend Hostess Brand Inc.'s
control over its bankruptcy restructuring, rather than opening the
case up to rival plans from creditors eager to reach out to
investors who'd fund their own exit plan for the bakery company.

As reported in the April 9, 2012 edition of the TCR, the Debtors
have asked the Bankruptcy Court for an order (a) extending the
period during which the Debtors have the exclusive right to
file a chapter 11 plan or plans by 90 days, through and including
Aug. 8, 2012; and (b) extending the period during which the
Debtors have the exclusive right to solicit acceptances of the
Plan through and including Oct. 7, 2012, or approximately 60 days
after the expiration of the Exclusive Filing Period, as extended.

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

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

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

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

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

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

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

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

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

                       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.


INFINITY ENERGY: Incurs $3.5 Million Net Loss in 2011
-----------------------------------------------------
Infinity Energy Resources, Inc., filed with the U.S. Securities
and Exchange Commission its annual report on Form 10-K disclosing
a net loss of $3.53 million in 2011, compared with a net loss of
$3.77 million in 2010.

The Company had no revenues in the years ended Dec. 31, 2011, and
Dec. 31, 2010.  It focused solely on the exploration, development
and financing of the Nicaraguan Concessions.

The Company's balance sheet at Dec. 31, 2011, showed $4.55 million
in total assets, $31.33 million in total liabilities, and a
$26.77 million total stockholders' deficit.

For 2011, Ehrhardt Keefe Steiner & Hottman PC, in Denver,
Colorado, noted that the Company has suffered recurring losses and
has a significant working capital deficit, 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/VbIBJp

                       About Infinity Energy

Overland Park, Kansas-based Infinity Energy Resources, Inc., and
its subsidiaries, are engaged in the acquisition and exploration
of oil and gas properties offshore Nicaragua in the Caribbean Sea.




INTERTAPE POLYMER: Annual Shareholders' Meeting Set for May 16
--------------------------------------------------------------
Intertape Polymer Group Inc. will hold its annual meeting of
shareholders on May 16, 2012, at 10:00 a.m. (Toronto time), at
Sheraton Centre Toronto hotel, Simcoe/Dufferin Room (located on
2nd Floor) 123 Queen St West, in Toronto, Ontario.

The purposes of the Meeting are to:

   (1) receive and consider the consolidated financial statements
       of the Corporation for the fiscal year ended Dec. 31, 2011,
       and the auditors' report thereon;

   (2) elect directors;

   (3) appoint auditors and authorize the directors to fix their
       remuneration; and

   (4) transact such other business as may properly be brought
       before the Meeting.

                   About Intertape Polymer Group

Intertape Polymer Group Inc. (TSX:ITP) (NYSE:ITP) develops and
manufactures specialized polyolefin plastic and paper based
packaging products and complementary packaging systems for
industrial and retail use.  Headquartered in Montreal, Quebec and
Sarasota/Bradenton, Florida, the Company employs approximately
2,100 employees with operations in 17 locations, including 13
manufacturing facilities in North America and one in Europe.

The Company's balance sheet at Dec. 31, 2011, showed
US$446.72 million in total assets, US$309.54 million in total
liabilities and $137.17 million in shareholders' equity.

                          *     *     *

Intertape Polymer carries a 'B2' corporate family rating, with
negative outlook, from Moody's, and 'B-' issuer credit ratings,
with stable outlook, from Standard & Poor's.

                          *     *     *

This concludes the Troubled Company Reporter's coverage of
Intertape Polymer until facts and circumstances, if any, emerge
that demonstrate financial or operational strain or difficulty at
a level sufficient to warrant renewed coverage.


JACOBS FINANCIAL: Delays Form 10-Q for Feb. 29 Quarter
------------------------------------------------------
Jacobs Financial Group, Inc., was unable without unreasonable
effort and expense to prepare its accounting records and schedules
in sufficient time to allow its accountants to complete their
review of the Company's financial statements for the period
ended Feb. 29, 2012, before the required filing date for the
subject quarterly report on Form 10-Q.  The Company intends to
file the subject quarterly report on or before the fifth calendar
day following the prescribed due date.

                       About Jacobs Financial

Jacobs Financial Group, Inc. (OTC Bulletin Board: JFGI) is a
Charleston, West Virginia-based holding company for First Surety
Corporation, a West Virginia domiciled surety, Triangle Surety
Agency, an insurance agency that specializes in coal reclamation
surety bonds, and Jacobs & Company, a registered investment
advisor.

The Company reported a net loss of $1.30 million on $1.56 million
of total revenues for the year ended May 31, 2011, compared with a
net loss of $1.45 million on $1.37 million of total revenues
during the prior year.

The Company's balance sheet at Nov. 30, 2011, showed $8.69 million
in total assets, $14.02 million in total liabilities, $3.20
million of total mandatorily redeemable preferred stock, and a
$8.52 million of total stockholders' deficit.

For fiscal 2011, Malin, Bergquist & Co., LLP, in Pittsburgh, PA,
noted that the Company's significant net working capital deficit
and operating losses raise substantial doubt about its ability to
continue as a going concern.


JEFFERSON COUNTY, AL: Creditors Open Debate on Bond Payments
------------------------------------------------------------
American Bankruptcy Institute reports that a lawyer for Alabama's
bankrupt Jefferson County said that the county has the right to
cut payments to bondholders so it can meet operating expenses for
water, sewer and other public services.

                      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 percent before he held off the plan
in favor of discussions that led to agreements on slower-paced
increases and an overall restructuring.


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

Moody's current ratings on Kemper Corporation are:

Long Term Issuer rating of Baa3

Senior Unsecured (domestic currency) ratings of Baa3

Senior Unsecured Shelf (domestic currency) ratings of (P)Baa3

Preferred Shelf (domestic currency) ratings of (P)Ba2

Rating Rationale

Kemper Corporation, formerly Unitrin, Inc., has a Baa3 senior debt
rating (stable outlook), which is based primarily on the
underlying credit characteristics of the group's property and
casualty segment, led by Trinity Universal Insurance Company
(Trinity), and the group's life segment, led by United Insurance
Company of America (United), which are both rated A3 for insurance
financial strength (IFS).

The stable outlook reflects actions taken by the company to
strengthen its financial flexibility and improve its operations.
In 3Q11, Kemper's sub-prime auto finance business, Fireside Bank,
was reclassified as a discontinued operation following the sale of
the unit's active portfolio of auto loan receivables. This has
significantly reduced the potential for support from the parent
and/or the group's insurance operations. The quality of the
investment portfolio has improved meaningfully, reflecting a
reduction in the size of the equity portfolio and lower
concentrations in several equity holdings. The group's adjusted
financial leverage is within Moody's expectations and stood at
approximately 30% at September 30, 2011.

Kemper's senior debt is positioned three notches below the
financial strength of its lead property/casualty and life
insurance operations, consistent with Moody's typical notching
practices for U.S. holding company structures. Although the debt
rating is supported by relatively balanced earnings of both the
P&C and life businesses, underwriting profitability of the P&C
group has been weak in recent years. In addition, the capital
bases of the P&C and life operations are weighted significantly
toward the P&C group, which represented 65% of the 2010 combined
statutory surplus of the group.

Rating Outlook

The rating outlook is stable.

What Could Change the Rating - Up

- Improved and sustained P&C operating performance with combined
   ratios consistently below 100%

- Continued strengthening of capital adequacy (Gross
   underwriting leverage at or below 3x)

- Adjusted financial leverage below 30%

What Could Change the Rating - Down

- Deterioration in underwriting performance with combined ratios
   consistently above 103%

- Gross underwriting leverage of 5x or higher

- Reduction in P&C capital greater than 10%

- Adjusted financial leverage above 40%

The methodologies used in this rating were Moody's Global Rating
Methodology for Property and Casualty Insurers published in May
2010 and Moody's Global Rating Methodology for Life Insurers
published in May 2010.


LAS VEGAS MONORAIL: Taps BDO USA as Accountants and Auditors
------------------------------------------------------------
Las Vegas Monorail Company, asks the U.S. Bankruptcy Court for the
District of Nevada for permission to employ BDO USA, LLP as
accountants and auditors.

The Debtors previously retained Kafoury, Armstrong & Co. as its
auditors to perform audit services and prepare the Debtor's
federal returns for the years 2009 and 2010.

To perform audit services and prepare the Debtor's federal
information return for 2012, the Debtor has selected BDO, as BDO
will perform the same services at a substantially lower cost.

BDO will audit the Debtor's balance sheet, statement of revenue,
expenses and change in net assets and cash flows, which
collectively comprise the basic financial statements of the
Debtor. as of and for the year ended Dec. 31, 2011.  BDO
anticipates completing its audit by April 30.

BDO estimates that its fee for the Audit Services and Return
exclusive of expenses, will not exceed $51,000, with the fees
being based on the standard hourly billing rates for work
performed by BDO's partners and employees.

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

                    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.


LAUSELL, INC: Door Maker Files for Bankruptcy in Puerto Rico
------------------------------------------------------------
Lausell, Inc., filed a bare-bones Chapter 11 petition (Banrk.
D.P.R. Case No. 12-02918) on April 17, 2012 in Old San Juan,
Puerto Rico.

Bayamon, Puerto Rico-based Lausell disclosed $37.7 million in
assets and debts of $24.5 million.  Lausell, also known as
Aluminio Del Caribe, is a manufacturer of windows and doors.

Charles Alfred Cuprill, Esq., at Charles A. Curpill, PSC, serves
as counsel to the Debtor.

According to the schedules, the Debtor owns 84,460 square feet of
land with a building known as the Humacao facilities in Humacao,
Puerto Rico.  The property is worth $3.6 million and secures a
$2.8 million debt.  The Debtor also owns 12.830 square meter
property with three buildings known as the Hato Tejas Facilities
(Lausell Division) in Bayamon, Puerto Rico.  The Hato Tejas
properties are valued at $4.3 million and secure a $4.3 million
debt.

The Debtor has accounts receivable totaling $3 million.  Inventory
is worth about $7 million.


LAUSELL, INC: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Lausell, Inc.
          aka Aluminio Del Caribe
          dba ALCA
        P.O. Box 938
        Bayamon, PR 00960-0938

Bankruptcy Case No.: 12-02918

Chapter 11 Petition Date: April 17, 2012
Court: U.S. Bankruptcy Court
       District of Puerto Rico (Old San Juan)

About the Debtor: Lausell, also known as Aluminio Del Caribe, is a
                  Bayamon, Puerto Rico-based manufacturer of
                  windows and doors.

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

Scheduled Assets: $37,659,951

Scheduled Liabilities: $24,489,414

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

The petition was signed by Alberto M. Recio, president.


LEHMAN BROTHERS: Court Approves Lehman Re Settlement
----------------------------------------------------
The U.S. Bankruptcy Court in Manhattan issued an order approving
a settlement between Lehman Brothers Holdings Inc. and Lehman Re
Ltd., a Bermuda-based insurance firm.

The deal would reduce Lehman Re's claims from $2.3 billion to
$1 billion.  The claims stemmed from the insurance firm's 1999
repurchase agreement with Lehman's commercial paper unit
involving residential and commercial mortgages and loans, and
from its 2007 Net Worth Maintenance Agreement with Lehman.

Aside from the settlement of claims, the deal also requires
Lehman's commercial paper unit to purchase loans from the
insurance firm for $32 million.

Lehman Re's claim, designated as Claim No. 28307, against Lehman
is classified under the Chapter 11 plan in Class 8, and is
allowed as an unsecured, non-priority affiliate claim in the sum
of $415 million.  Its claim against Lehman's commercial paper
unit is classified in Class 5C and is allowed as an unsecured,
non-priority affiliate claim in the sum of $490 million,
according to the court 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)


LEHMAN BROTHERS: Settlement of IRS 2001-2007 Tax Disputes Okayed
----------------------------------------------------------------
The U.S. Bankruptcy Court in Manhattan approved a settlement
agreement between Lehman Brothers Holdings Inc. and the Internal
Revenue Service.

The agreement calls for the settlement of a tax dispute between
the company and IRS.  Under the deal, the agency made concessions
that reduce the amount of the adjustments to income, tax credits,
and penalties, which it proposed after auditing Lehman's 2001 to
2007 consolidated income tax returns.

As reported in the March 5, 2012 edition of the Troubled Company
Reporter, the dispute ensued after the IRS proposed 36 adjustments
to income, tax credits, and penalties after auditing Lehman's 2001
to 2007 consolidated income tax returns, and evaluating additional
tax positions claimed by the company during the audit that were
not included in its originally filed consolidated income tax
returns.  The adjustments proposed by the IRS could potentially
increase tax liability by $2.6 billion, according to court
filings.

The proposed agreement calls for the settlement of 26 of the 36
issues that constitute the tax disputes between the company and
the IRS.  Under the agreement, the IRS made concessions that
reduce the amount of its proposed adjustments. Of the $2.6 billion
in adjustments proposed by the IRS, $1.8 billion is attributable
to the 26 issues.  As a result of the settlement, the IRS will
concede $1.1 billion of the $1.8 billion in taxes and penalties it
sought to impose while Lehman will agree to $652 million of
adjustments to tax.

                    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: Objection to Use of Non-Cash Assets Overruled
--------------------------------------------------------------
The U.S. Bankruptcy Court in Manhattan overruled an objection
from Jamie Murcia to Lehman Brothers Holdings Inc.'s use of non-
cash assets as a reserve to cover disputed claims.

The bankruptcy court authorized Lehman in February to cover
disputed claims in part with non-cash assets, a move that could
boost initial payment to creditors under its $65 billion payout
plan by about $2.8 billion.  It ordered the company to retain at
least 25% in cash as a reserve.

Lehman, which has about $18 billion of cash available for payment
to creditors, said the use of non-cash assets will speed up the
distribution and that the company won't have to maintain large
cash reserves for disputed claims that could reduce distribution.


LEHMAN BROTHERS: Suit Filed for Alpharetta Property
---------------------------------------------------
Lehman Brothers Holdings Inc. was slapped with a lawsuit filed by
Jenea Williams-Pate in the U.S. Bankruptcy Court in Manhattan.

Ms. Williams-Pate sued the company, along with Aurora Banks FSB,
in connection with the ownership of a property located in
Alpharetta, Georgia.  She accused the defendants of filing false
documents with the Fulton County Recorder in Georgia "as part of
its continuing fraud upon the court, clouding plaintiff title and
ownership interest in the subject property."

Ms. Williams-Pate asked the bankruptcy court to determine the
"validity, nature and extent" of the parties' interest in the
property.

                    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)


LIBERTY HARBOR: Files for Chapter 11 in Newark
----------------------------------------------
Jersey City, New Jersey-based Liberty Harbor Holding, LLC, along
with two affiliates, sought Chapter 11 protection (Banrk. D. N.J.
Lead Case No. 12-19958) in Newark on April 17, 2012.

A balance sheet attached to the petition says that Liberty, as of
April 16, 2012, had total assets of $350.08 million, comprising of
$350 million of land, $75,000 in accounts receivable and $458
cash.  The Debtor says that it has $3.62 million of debt,
consisting of accounts payable of $73,500 and unsecured non-
priority claims of $3,540,000.

The Debtor's real property consists of Block 60, Jersey City, NJ
100% ownership Lots 60, 70, 69.26, 61, 62, 63, 64, 65,
25H, 26A, 26B, 27B, 27D.  A copy of the schedules attached to the
petition is available for free at:

              http://bankrupt.com/misc/njb12-19958.pdf

According to the case docket, the exclusive period to file a plan
expires Aug. 15, 2012.

A Chapter 11 status conference is scheduled for June 28, 2012 at
2:00 p.m.

The Debtors filed an application to employ Wasserman, Jurista &
Stolz, P.C, as attorneys.


LIBERTY HARBOR: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Liberty Harbor Holding, LLC
        345 Tenth Street
        Jersey City, NJ 07302

Bankruptcy Case No.: 12-19958

Chapter 11 Petition Date: April 17, 2012

Court: U.S. Bankruptcy Court
       District of New Jersey (Newark)

Judge: Novalyn L. Winfield

Debtor's Counsel: Daniel Stolz, Esq.
                  WASSERMAN, JURISTA & STOLZ
                  225 Millburn Avenue, Suite 207
                  P.O. Box 1029
                  Millburn, NJ 07041-1712
                  Tel: (973) 467-2700
                  E-mail: dstolz@wjslaw.com

Scheduled Assets: $350,075,458

Scheduled Liabilities: $2,109,540

The petition was signed by Peter Mocco, managing member.

Affiliates that simultaneously filed Chapter 11 petitions:

        Debtor                            Case No.
        ------                            --------
Liberty Harbor II Urban Renewal Co., LLC  12-19961
Liberty Harbor North, Inc.                12-19964

Liberty Harbor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Ken Parks Architects               Trade Debt             $933,053
360 Lexington Avenue
New York, NY 10017

Persistent Construction            Trade Debt             $349,740
58 Industrial Avenue
Fairview, NJ 07022

Brinkerhoff Environmental Services Trade Debt             $185,183
1805 Atlantic Avenue
Manasquan, NJ 08736

Wall Stucco System, LLC.           Trade Debt             $173,850

Scannavino & Sons Plumbing         Trade Debt             $127,410

Inglese Architects                 Trade Debt              $95,000

Flemington Department Store        Trade Debt              $93,467

Perkins Eastman Architects         Trade Debt              $69,086

Jomitti Iron Works                 Trade Debt              $27,677

WJ DiCindio                        Trade Debt              $15,000

Hoagland, Longo, Moran, Durst      Trade Debt              $15,000
& Solkas

Duany, Plater, Zyberk & Co.        Trade Debt              $11,274

Tim Haas                           Trade Debt               $7,240

Summerville, Reading and Campbell  Trade Debt               $3,854

Smolin Lupin & Co.                 Trade Debt               $1,650

Sokol, Behot & Fiorenzo            Trade Debt               $1,056

Experience Drywall, Inc.           Trade Debt              Unknown

Greater Construction               Trade Debt              Unknown

Hudson Natural Resources           Trade Debt              Unknown

Lomurro, Davison, Eastman & Munoz  Trade Debt              Unknown


LIMITED BRANDS: Fitch Affirms 'BB+' LT Issuer Default Rating
------------------------------------------------------------
Fitch Ratings has affirmed its ratings on Limited Brands, Inc.,
including the long-term Issuer Default Rating (IDR) at 'BB+'.  The
Rating Outlook is Stable.

The affirmations reflect Limited Brands' strong brand recognition
and dominant market positions in intimate apparel and personal
care and beauty products, strong operating results, reasonable
credit metrics, solid cash flow generation and good liquidity.
The ratings also consider the company's track record of
shareholder-friendly activities.

Fitch has a favorable view of the business profile given the
diversity of its two profitable flagship brands, Victoria's Secret
and Bath & Body Works, as well as a strong direct business, and a
growing international effort.  Both concepts have been successful
in keeping merchandise fresh and current, which has fueled strong
comparable store sales, enhanced customer loyalty, and optimized
markdown activity.  At 15% - 20% of operating profits, the large
catalog and Internet business (15% of 2011 sales) is a positive
for operating margins, and extends the reach of the brands.

Limited Brands' comparable store sales (comps) trends have
remained robust, growing at 10% in 2011 (fiscal year ended Jan.
28, 2012) on top of a strong recovery at 9% in 2010.  In addition
to positive operating leverage from the favorable comps trendline,
the company has driven margin growth through efficient inventory
management.  EBITDA margins of over 19% (after adjusting for the
sale of the third party sourcing business) are solid in comparison
to the broader retail average in the low teens.

Pro forma for the unsecured notes issued in February 2012, lease-
adjusted leverage is 3.6x, increasing about 0.4x, which is within
the context of the existing rating level.  Fitch generally expects
the company to maintain a leverage profile in the mid-3x area,
directing free cash flow (FCF) toward dividends and share
repurchases.

Comparisons will be difficult for 2012 given the robust
performance of 2011. However, the core drivers of the business
remain strong - relevant brands and merchandise that command
attractive pricing and benefit from a loyal customer base.  As
such, Fitch estimates that Limited Brands will continue to post
positive comparable store sales in the low single digit range.
Operating margins are expected to be similar to 2011 levels.

Fitch expects Limited Brands to generate FCF (before dividends) in
the range of $650 million - $700 million in 2012 and 2013.  This
compares to FCF generation of $840 million in 2011, as the company
will be spending more on capital expenditures in 2012 ($575
million - $625 million vs. $426 million in 2011).  Fitch typically
shows FCF after dividends.  For 2011 and 2010, this figure was
negative $304 million and negative $478 million.  The wide
differential to the earlier stated figures reflects the large
special dividend outlays (beyond a regular dividend of
approximately $200 million - $250 million), which are an outgrowth
of the company's shareholder-friendly stance.

There is no change in the company's shareholder-friendly posture.
Limited Brands remains committed to returning cash to shareholders
through share repurchases and dividends.  This posture is a key
constraint to the rating.  Fitch expects the company to direct a
significant portion of its FCF and the proceeds from its recent $1
billion bond issuance to fund these repurchases and dividends in
2012. More significant debt-financed share repurchases could be a
concern for the rating.

Liquidity is strong, as indicated by a cash balance of $935
million as of January 28, 2012 and an undrawn $1.0 billion
revolving credit facility.  The company has a comfortable maturity
profile, staggered over many years.  Fitch considers refinancing
risk low given Limited Brands' strong business profile, favorable
operating trends, and reasonable leverage.

Fitch currently rates Limited Brands as follows:

  -- Long-term Issuer Default Rating (IDR) 'BB+';
  -- Bank credit facility 'BBB-';
  -- Senior guaranteed unsecured notes 'BB+';
  -- Senior unsecured notes 'BB';
  -- Short-term IDR and commercial paper rating withdrawn.

The Rating Outlook is Stable.




LOCATION BASED TECH: Incurs $1.3-Mil. Net Loss in Feb. 29 Quarter
-----------------------------------------------------------------
Location Based Technologies, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $1.27 million on $190,608 of total net
revenue for the three months ended Feb. 29, 2012, compared with a
net loss of $3.20 million on $2.89 million of total net revenue
for the three months ended Feb. 28, 2011.

The Company reported a net loss of $3.24 million on $234,724 of
total net revenue for the six months ended Feb. 29, 2012, compared
with a net loss of $4.08 million on $4.86 million of total net
revenue for the six months ended Feb. 28, 2011.

The Company's balance sheet at Feb. 29, 2012, showed $7.35 million
in total assets, $4.07 million in total liabilities, $520,432 in
commitments and contingencies, and $2.75 million in total
stockholders' equity.

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

                        http://is.gd/iLDUrk

                   About Location Based Technologies

Headquartered in Irvine, Calif., Location Based Technologies, Inc.
(OTC BB: LBAS) -- http://www.locationbasedtech.com/-- designs,
develops, and sells personal, pet, and vehicle locator devices and
services.

Comiskey & Company, in Denver Colorado, expressed substantial
doubt about the Company's ability to continue as a going concern
following the 2011 results.  The independent auditors noted that
the Company has incurred recurring losses since inception and has
an accumulated deficit in excess of $37,000,000.  There is no
established sales history for the Company's products, which are
new to the marketplace.


LSP ENERGY: Seeks to Keep Control Over Chapter 11 Case
------------------------------------------------------
Marie Beaudette at Dow Jones' DBR Small Cap reports that LSP
Energy is seeking to keep control over its Chapter 11 case through
Sept. 7 while it continues to look for a buyer for its Mississippi
power plant.

                         About LSP Energy

LSP Energy Limited Partnership, LSP Energy, Inc., LSP Batesville
Holding, LLC, and LSP Batesville Funding Corporation filed
separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case
No. 12-10460) on Feb. 10, 2012.

LSP owns and operates an electric generation facility located in
Batesville, Mississippi.  The Facility consists of three gas-fired
combined cycle electric generators with a total generating
capacity of roughly 837 megawatts and is electrically
interconnected into the Entergy and Tennessee Valley Authority
transmission systems.  LSP's principal assets are the Facility and
the 58-acre parcel of real property on which it is located, as
well as its rights under a tolling agreements.

LSP filed bankruptcy to complete an orderly sale of its assets or
the ownership interests of LSP Holding in LSP, LSP Energy and LSP
Funding for the benefit of all stakeholders.  The remaining three
Debtors filed bankruptcy due to their relationship as affiliates
of LSP and their ultimate obligations on a significant portion of
LSP's secured bond debt.  The Debtors also suffered losses due to
a mechanical failure of a combustion turbine at their facility and
resultant business interruption.

LSP Energy is the general partner of LSP.  LSP Holding is the
limited partner of LSP and the 100% equity holder of LSP Energy
and LSP Funding.  LSP Funding is a co-obligor on the Debtors' bond
debt, and each of LSP Energy and LSP Holding has pledged their
equity interests in LSP and LSP Funding as collateral for the bond
debt.

No statutorily authorized creditors' committee has yet been
appointed in the Debtors' cases by the United States Trustee.

Judge Mary F. Walrath oversees the case.  Lawyers at Whiteford
Taylor & Preston LLC serve as the Debtors' counsel.


MARIANA RETIREMENT FUND: Files for Chapter 11 Bankruptcy
--------------------------------------------------------
The Northern Mariana Islands Retirement Fund, through its
administrator Richard Villagomez, filed a Chapter 11 bankruptcy
petition in the U.S. District Court for the Northern District of
Mariana Islands in Saipan (Case No. 12-00003) on April 17.

The Fund is represented by:

          Jeremy B. Coffey, Esq.
          Steven D. Pohl, Esq.
          BROWN RUDNICK LLP
          One Financial Center
          Boston, MA 02111
          Telephone: (617) 856-8200
          Facsimile: (617) 856-8201
          E-mail: jcoffey@brownrudnick.com
                  spohl@brownrudnick.com

               - and -

          Braddock J. Huesman, Esq.
          LAW OFFICE OF BRADDOCK J. HUESMAN, LLC
          The Sablan Building, Suite 2-C
          Beach Road, Chalan Kanoa
          P.O. Box 501916
          Saipan, MP 96950
          Telephone: (670) 234-9005
          Facsimile: (670) 235-9007
          E-mail: braddock@huesmanfirm.com

Northern Mariana Islands Retirement Fund --
http://www.nmiretirement.com/-- is a public corporation of the
Commonwealth of the Northern Mariana Islands that receives and
invests retirement contributions and pays certain benefits to or
on account of certain retirees of the Commonwealth government,
their survivors, and certain disabled persons.

The Fund said in court papers that the Chapter 11 filing was
precipitated by the discrepancy between the Debtor's current
ability to pay benefits to Beneficiaries and the Debtor's current
obligations to those same Beneficiaries.  As a result of the
failure by the Commonwealth and certain of its other agencies to
remit to the Debtor the full "employer" contribution necessary to
fund benefits to the Beneficiaries, the Debtor finds itself in the
position of being obligated to pay benefits to Beneficiaries at a
rate that, unless modified, will result in the Debtor's failure by
approximately July 2014.  Upon the Debtor's failure, it is
expected that all benefit payments to Beneficiaries would cease
entirely, unless another funding source could be identified.

The July 2014 projection is based on these assumptions: (i) the
Commonwealth Superior Court will sustain the Aug. 22, 2011 Order
setting aside and protecting all employee contributions at its
June 29, 2012 review of that Order; (ii) the Commonwealth
government will continue remitting employer contributions at $13
million per annum, a level far below its statutorily-prescribed
rate; and (iii) the rate of return on the NMIRF's investments will
remain fixed at 7.5%.

The Debtor obtained a default judgment against the Commonwealth on
June 29, 2009, for the Commonwealth's failure to remit employer
contributions as required by law, which judgment has since grown
to roughly $325 million.  But, the Debtor has been unsuccessful
in its attempts to enforce its judgment.

Moreover, the Commonwealth Superior Court issued an Order
declining to act on the Debtor's request to reduce benefits to
retirees to preserve the Debtor's assets.

Ferdie de la Torre, writing for the Saipan Tribune, reports that,
according to court papers, the filing of the bankruptcy petition
was made after special meetings of the Fund's board of trustees
April 17 and April 4.

According to the Saipan Tribune, Mr. Huesman said the Fund has
taken steps to provide beneficiaries with full payments for a
period of up to two months from a source outside of the Fund's
estate while the court considers the relief being requested in the
petition.  The lawyer said the Fund's payment of benefits to
beneficiaries and operating expenses have averaged roughly $77.9
million per year in the last three years.  In contrast, he said,
during those same years, the Fund's funding -- consisting of
employee contributions, returns on investments, and employer
contributions -- has averaged roughly $30.9 million per year.

"As a result of such continuous underfunding, which necessitated
withdrawing from its portfolio to cover funding shortfalls, the
value of the [Fund's] assets has fallen from $353,475,412 in 2009
to its current level of $268,448,997.84," Mr. Huesman said,
according to the Tribune.

Mr. Huesman also said the Fund is subject to liabilities (both
current and actuarial) totaling about $911 million.


MARIANA RETIREMENT FUND: Case Summary & 20 Largest Unsec Creditors
------------------------------------------------------------------
Debtor: Northern Mariana Islands Retirement Fund
        Honorable Lorenzo I. Deleon Guerrero
        Retirement Fund Building, First Floor
        Isa Drive, Capital Hill
        Saipan, MP 96950

Bankruptcy Case No.: 12-00003

Chapter 11 Petition Date: April 17, 2012

Court: U.S. Bankruptcy Court
       District of Northern Mariana Islands

Debtor's
Counsel   : Braddock J. Huesman, Esq.
            Law Office of Braddock J. Huesman, LLC
            The Sablan Building, Suite 2-C
            Beach Road, Chalan Kanoa
            P.O. Box 501916
            Saipan, MP 96950
            Tel: (670) 234-9005
            Fax: (670) 235-9007
            E-mail: braddock@huesmanfirm.com

            Jeremy B. Coffey, Esq.
            Steven D. Pohl, Esq.
            BROWN RUDNICK LLP
            One Financial Center
            Boston, MA 02111
            Tel: (617) 856-8200
            Fax: (617) 856-8201
            E-mail: jcoffey@brownrudnick.com
                    spohl@brownrudnick.com

Estimated Assets: $100 million to $500 million

Estimated Debts:  $500 million to $1 billion

The petition was signed by Richard S. Villagomez, administrator.

Northern Mariana Islands Retirement Fund's List of Its 20 Largest
Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Ruth L. Tighe                      Fund Member        Unliquidated
P.O. Box 5684 CHRB
Saipan MP 96950
Ruth.tighe@pticom.com

Edward E. Manibusan                Fund Member        Unliquidated
P 0. Box 7709 SVRB
Saipan MP 96950
emlaw@pticom.com

Lucia Norita-Shilling              Fund Member        Unliquidated
P.O. Box 7968 SVRB
Saipan MP 96950
Nanalucy22@yahoo.com

Christopher D. Leon Guerrero       Fund Member        Unliquidated
P.O. Box 503025
Saipan MP 96950
supermandlg@yahoo.com

Donna J. Cruz                      Fund Member        Unliquidated
P.O. Box 505696
Saipan MP 96950
donnajcruz@hotmail.com

Herbert D. Soll                    Fund Member        Unliquidated
P.O. Box 5042 CHRB
Saipan MP 96950
herbsoll@yahoo.com

Manuel A. Sablan                   Fund Member        Unliquidated
P.O. Box 500612
Saipan MP 96950

Santiago F. Tudela                 Fund Member        Unliquidated
P.O. Box 501613
Saipan MP 96950

Susana C. Tenorio                  Fund Member        Unliquidated
P.O. Box 5019 CHRB
Saipan MP 96950

Edith D. Cruz                      Fund Member        Unliquidated
P.O. Box 503864
Saipan MP 96950

Ricardo K. Omar                    Fund Member        Unliquidated
P.O. Box 500654
Saipan MP 96950

Ricardo Camacho                    Fund Member        Unliquidated
P.O. Box 502202
Saipan MP 96950

Juan A. Camacho                    Fund Member        Unliquidated
P.O. Box 5029 CHRB
Saipan MP 96950

Natalia M. Magofna                 Fund Member        Unliquidated
P.O. Box 7254 SVRB
Saipan MP 96950

Huixia L. Matagolai                Fund Member        Unliquidated
PMB 308 P.O. Box 10002
Saipan MP 96950

Oscar C. Camacho                   Fund Member        Unliquidated
P.O. Box 5586 CHRB
Saipan MP 96950
occamacho@hotmail.com

Joseph M. Pangelinan               Fund Member        Unliquidated
P.O. Box 503811
Saipan MP 96950-3811

Tycel J. Mister                    Fund Member        Unliquidated
P.O. Box 5869
Saipan MP 96950

Mark Staal                         Fund Member        Unliquidated
PMB 374
PPP Box 1000
Saipan, MP 96950
Staalbird7@gmail.com

Lourdes C. Atalig                  Fund Member        Unliquidated
P.O. Box 506432
Saipan, MP 96950-6432

Rosita R. Benito                   Fund Member        Unliquidated
PMB 562 P.O. Box 10003
Saipan MP 96950

Juan B. Cepeda                     Fund Member        Unliquidated
P.O. Box 503413
Saipan MP 96950-3413

Manny N. Fitial                    Fund Member        Unliquidated
P.O. Box 504417
Saipan MP 96950-4417

Jose A. Lizana                     Fund Member        Unliquidated
P.O. Box 500325
Saipan MP 96950-0325

Juan F. Rabauliman                 Fund Member        Unliquidated
P.O. Box 503314
Saipan MP 96950

Patrick O. Taitano                 Fund Member        Unliquidated
P.O. Box 502435
Saipan MP 96950
Oscar L. Takai                     Fund Member        Unliquidated
P.O. Box 8036 SVRB
Saipan MP 96950

John O. Taitano                    Fund Member        Unliquidated
P.O. Box 500780
Saipan MP 96950-0780

William F. Camacho                 Fund Member        Unliquidated
PMB 167 P.O. Box 10003
Saipan MP 96950

Michael J. Leyden                  Fund Member        Unliquidated
P.O. Box 503164
Saipan MP 96950

Srinivas Doraswamy                 Fund Member        Unliquidated
P.O. Box 500409
Saipan MP 96950-0409


MBI ENERGY: Moody's Assigns B3 CFR, Rates Sr. Unsec. Notes Caa1
---------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to MBI Energy
Services, Inc.'s senior unsecured notes due 2020. Moody's also
assigned a B3 Corporate Family Rating (CFR) and Probability of
Default Rating (PDR). This is the first time that Moody's has
rated MBI. The outlook is stable.

Ratings Rationale

"The B3 CFR is restrained by MBI's geographic and business line
concentration, small scale, Moody's expectation of rapid growth
with negative free cash flow, leverage which we view as high
considering the company's business risk profile, and exposure to
the oilfield services sector which is inherently cyclical and
indirectly driven by commodity prices," commented Jonathan
Kalmanoff, Moody's Analyst. "The rating is supported by MBI's
market position in the rapidly growing Bakken, a thirty year
operating history in the region, flexible capital spending
requirements, and low operating leverage." Moody's estimates
December 31, 2011 LTM adjusted debt / EBITDA to be 2.9x, pro forma
for the proposed notes issuance and acquisitions through March of
2012.

Assignments:

  Issuer: MBI Energy Services, Inc.

     Probability of Default Rating, Assigned B3

     Corporate Family Rating, Assigned B3

     Senior Unsecured Regular Bond/Debenture, Assigned a range of
     63 - LGD4 to Caa1

     Senior Unsecured Regular Bond/Debenture, Assigned a range of
     63 - LGD4 to Caa1

MBI has adequate liquidity to cover expected negative free cash
flow through the second quarter of 2013, considering current
capital spending plans. As of April 12, 2012 (pro forma for the
notes issuance) the company had $13.7 million of cash and an
undrawn $100 million secured revolving credit facility which
matures in 2017. There are no additional debt maturities until
2020 when the notes mature. Financial covenants under the credit
facility are debt / EBITDA of no more than 3.5x, secured debt /
EDITDA of no more than 2.5x, and EBITDA / interest of at least
3.0x. Considering both pro forma leverage and Moody's expectation
of negative free cash flow for 2012 in the range of $50 million to
$65 million at the current capital spending budget, Moody's
expects that MBI will be able to maintain a comfortable level of
headroom under the covenants. Substantially all of MBI's assets
are pledged as security under the credit agreement, which limits
the extent to which asset sales could provide a source of
additional liquidity if needed.

The Caa1 senior unsecured note rating reflects both the overall
probability of default of MBI, to which Moody's assigns a PDR of
B3, and a loss given default of LGD4-63%. The size of the senior
secured revolver's priority claim relative to the senior unsecured
notes results in the notes being rated one notch beneath the B3
CFR under Moody's Loss Given Default Methodology.

Moody's could upgrade the ratings if MBI increases its geographic
and/or business line diversification while maintaining leverage
below 3.0x. Moody's could downgrade the ratings if leverage
increases due to a leveraging acquisition, growth which is more
rapid than anticipated, or a cyclical or regional downturn in
activity which is much stronger than anticipated and debt / EBITDA
appears likely to be 4.5x or higher.

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

MBI Energy Services, Inc. is an oilfield services company
headquartered in Belfield, ND.


MCCLATCHY CO: Morgan Stanley Holds 5% of Class A Common Shares
--------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Morgan Stanley disclosed that, as of April 10, 2012,
it beneficially owns 3,075,135 shares of Class A common stock of
McClatchy Co representing 5% of the shares outstanding.  A copy of
the filing is available for free at http://is.gd/BnpGyc

                    About The McClatchy Company

Sacramento, Calif.-based The McClatchy Company  (NYSE: MNI)
-- http://www.mcclatchy.com/-- is the third largest newspaper
company in the United States, publishing 30 daily newspapers, 43
non-dailies, and direct marketing and direct mail operations.
McClatchy also operates leading local websites in each of its
markets which extend its audience reach.  The websites offer users
comprehensive news and information, advertising, e-commerce and
other services.  Together with its newspapers and direct marketing
products, these interactive operations make McClatchy the leading
local media company in each of its premium high growth markets.
McClatchy-owned newspapers include The Miami Herald, The
Sacramento Bee, the Fort Worth Star-Telegram, The Kansas City
Star, The Charlotte Observer, and The News & Observer (Raleigh).

The Company's balance sheet at Dec. 25, 2011, showed $3.04 billion
in total assets, $2.86 billion in total liabilities and $175.18
million in stockholders' equity.

                           *     *     *

McClatchy carries a 'Caa1' corporate family rating from Moody's
Investors Service.  In May 2011, Moody's changed the rating
outlook from stable to positive following the company's
announcement that it closed on the sale of land in Miami for
$236 million.  The outlook change reflects Moody's expectation
that McClatchy will utilize the net proceeds to reduce debt,
including its underfunded pension position, which will reduce
leverage by approximately half a turn and lower required
contributions to the pension plan over the next few years.


METALDYNE CORP: Carlyle Group Plans to Sell to Generate Cash
------------------------------------------------------------
Reuters reports that Carlyle Group LP said it is looking to sell
auto parts supplier Metaldyne and hopes to fetch as much as
$1 billion as it cashes in on a strong recovery in vehicle
production volumes.

According to the report, the potential sale of Metaldyne could
prove a strong win for Carlyle almost three years after the auto
supplier filed for Chapter 11 bankruptcy protection as it
struggled with high debt and a severe slump in vehicle production
volumes in North America.  Carlyle, which led an investment group
that acquired Metaldyne assets out of bankruptcy in late 2009, has
chosen Bank of America Merrill Lynch to advise on a possible sale
of Metaldyne after interviewing investment banks in February,
according to the sources.

The report notes Metaldyne is projected to have about $150 million
to $160 million in earnings before interest, tax, depreciation and
amortization (EBITDA) in 2012 and could be sold for about six
times EBITDA.  Metaldyne is among several automotive assets that
have gone on the auction block over the past year as hedge funds,
distressed investors and private equity firms that snapped up
assets during the industry recession look to take advantage of
improving vehicle production in North America.

The report relates Carlyle is expected to start the sale process
for Metaldyne in the next several weeks and could receive interest
from private equity firms as well as trade buyers.

                      About Metaldyne Corp.

Metaldyne Corp. is a global designer and supplier of metal based
components, assemblies and modules for transportation related
powertrain applications including engine, transmission/transfer
case, driveline, and noise and vibration control products to the
motor vehicle industry.

Metaldyne and its affiliates filed for Chapter 11 protection on
May 27, 2009 (Bankr. S.D.N.Y. Case No. 09-13412).  The filing did
not include the company's non-U.S. entities or operations.  As of
March 29, 2009, the Company, utilizing book values, listed assets
of US$977 million and liabilities of $927 million.

Richard H. Engman, Esq., at Jones Day, represented the Debtors in
their restructuring.  Judy A. O'Neill, Esq., at Foley & Lardner
LLP served as conflicts counsel; Lazard Freres & Co. LLC and
AlixPartners LLP as financial advisors; and BMC Group Inc. as
claims agent.  A committee of Metaldyne creditors was represented
by Mark D. Silverschotz, Esq., and Kurt F. Gwynne, Esq., at Reed
Smith LLP, and the committee tapped Huron Consulting Services,
LLC, as its financial advisor.

Judge Martin Glenn approved the sale of substantially all assets
to Carlyle Group in November 2009 for roughly $496.5 million, and
confirmed the Debtors' liquidating chapter 11 plan on Feb. 23,
2010.  Under the terms of the confirmed liquidation plan, Oldco M
Distribution Trust is the post-confirmation entity charged with
prosecuting all claim objections and distributing all plan assets
pursuant to the terms of the plan.  The Trust is represented by
Kimberly E.C. Lawson, Esq., at Reed Smith LLP, in Wilmington, Del.


MF GLOBAL: U.S. Senators Pass Resolution to Block Bonuses
---------------------------------------------------------
Mike Spector of The Wall Street Journal reported that the U.S.
Senate passed a resolution in March urging the trustee overseeing
MF Global Holdings Ltd.'s bankruptcy estate to drop a plan to
propose bonuses for executives at the securities firm.

The resolution, while not carrying any legal force, amounts to a
strong rebuke from Capitol Hill to Louis J. Freeh, the trustee
overseeing the Chapter 11 cases of MFGH, the report wrote.  Sen.
Debbie Stabenow, the Senate Agriculture Committee's chairwoman,
wrote the resolution and Sen. Pat Roberts, the committee's
ranking Republican, co-sponsored the resolution, the report
noted, citing a person familiar with the matter said.

The resolution read "it is the sense of the Senate that bonuses
should not be paid to the executives and employees who were
responsible for the day-to-day management and operations of MF
Global until its customers' segregated account funds are repaid
in full and investigations by Federal authorities have revealed
both the cause of, and parties responsible for, the loss of
millions of dollars of customer money," the Journal relayed.

The Chapter 11 Trustee "has not made any decisions or
recommendation whatsoever in this matter," a lawyer for Mr. Freeh
confirmed in a statement, the Journal relayed.  Nonetheless, the
Chapter 11 Trustee "has noted the comments by members of the
Senate and other speculation being reported in the media about
whether any bonuses might be awarded to MF Global officers under
hypothetical business and financial metrics," according to the
laywer.  The lawyer added that questions over these kinds of
bonuses are "routinely raised" in cases where executives remain
in a bankruptcy estate, the report added.

The resolution cited an early March report in The Wall Street
Journal that the Chapter 11 Trustee planned to proposed
performance-based bonuses of up to hundreds of dollars each for
MF Global's chief operating officer, finance chief and general
counsel.  Executives -- Bradley I. Abelow, Henri I. Steenkamp and
Laurie R. Ferber -- were at MF Global when it collapsed October
31 and an estimated $1.6 billion shortfall in customer funds
developed, the Journal noted.

                          About MF Global

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: UK Unit Collects $500MM of Non-Segregated Assets
-----------------------------------------------------------
The special administrators of MF Global UK Limited have collected
in excess of $500 million of non-segregated assets, according to
a March 27 updated posted in the firm's special administration
Web site.

KPMG LLP, acting as the special administrators, also identified
$1 billion of non-segregated assets that are held by a small
number of financial institutions.  The special administrators
said they are taking actions to recover these assets, as well as
certain smaller balances.

The special administrators also disclosed that statements for
customers who traded positions on the London Metal Exchange will
become available in April because of the complexity of the LME
close-out process.

As to issues relating to MF Global Inc., KPMG said, "We are
currently working with the SIPA Trustee to reconcile the universe
of claims and counterclaims as at 31 October 2011."

In related news, employees at MF Global UK are seeking
$62 million of unpaid bonuses, severance pay and pension
contributions from the special administrators, Kit Chellel of
Bloomberg News related.  The reported noted that the service
company that employed staff in London has one of the largest
claims on a March 14 list of creditors published by KPMG.  The
$62 million is for the UK unit to meet its remaining contractual
obligations to workers, including guaranteed bonuses and
statutory redundancy pay, Richard Heis of KPMG explained.

Mr. Heis disclosed in January that about 300 of the UK unit's 700
workers who were retained by KPMG to work on the administration
were offered bonuses for staying on, Bloomberg recalled.
Including wages, options, shares and bonuses, MF Global's U.K.
unit paid $232 million to its employees last year, according to
documents filed in a public registry, the report relayed.  One
U.K. director, the report noted, received $7 million.

                          About MF Global

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: Claims Trading Hit $11 Million in February
-----------------------------------------------------
Linda Sandler of Bloomberg News reported that MF Global Inc. was
the third most actively traded bankruptcy case in February, after
Lehman Brothers Holdings Inc. and its former brokerage Lehman
Brothers Inc., citing a report prepared by SecondMarket Holdings
Inc.  The report said investors traded almost $11 million of the
defunct MF Global commodity brokerage as they bet on the value of
claims.

                          About MF Global

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)


MILACRON HOLDINGS: S&P Puts 'B' Corp. Credit Rating on Watch Pos
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its corporate credit
rating on Ohio-based Milacron Holdings Inc. on CreditWatch with
positive implications.

"The positive implication of the CreditWatch listing reflects our
view that Milacron's business risk profile has improved
sufficiently to support a higher rating," said Standard & Poor's
credit analyst Gregoire Buet. "We also believe the financial risk
profile, if CCMP Capital completes its acquisition as planned,
also will be commensurate with a one-notch-higher rating."

"Standard & Poor's also assigned a 'B+' issue rating and '4'
recovery rating to the company's proposed $265 million senior
secured notes due 2019, which wholly owned subsidiaries Mcron
Finance Sub LLC and Mcron Finance Corp. will co-issue. The 'B'
rating on Milacron LLC's existing senior secured term loan is not
on CreditWatch, and Standard & Poor's expects to withdraw the
issue and recovery ratings on the loan upon repayment of the
facility," S&P said.

"Milacron serves the plastics-processing industries and
metalworking industries. It provides injection, extrusion, and
blow-molding equipment; parts and services; mold bases and related
products; and industrial fluids to a broad customer base in
automotive, packaging, and various industrial and consumer end
markets," S&P said.

"We have revised our business risk profile assessment to 'weak' (a
stronger assessment) from 'vulnerable' because operating
performance in 2011 was better than we had expected and prospects
for 2012 remain relatively positive," Mr. Buet said. "In addition,
we expect that a leaner cost structure will help maintain better
profitability in a future downturn. Because of the private equity
ownership, we continue to view the company's financial risk
profile as 'aggressive' despite credit measures that will remain
stronger than our expectations for the 'B+' rating after the
recapitalization."

"Standard & Poor's expects to resolve the CreditWatch when CCMP
Capital completes the acquisition of Milacron, which could happen
in the next few weeks," S&P said.


MOHEGAN TRIBAL: Files Statistical Report for Mohegan Sun
--------------------------------------------------------
The Mohegan Tribal Gaming Authority posted on its Web site its
Slot Machine Statistical Report for Mohegan Sun at Pocono Downs
containing statistics relating to slot handle, gross slot win,
gross slot hold percentage, Pennsylvania slot tax and weighted
average number of slot machines.  The Slot Machine Statistical
Report includes these statistics on a monthly basis for the six
months ended March 31, 2012, and the fiscal year ended Sept. 30,
2011.  A copy of the Slot Machine Statistical Report is available
for free at http://is.gd/4RmhpC

On April 16, 2012, the Authority posted on its Web site its Slot
Machine Statistical Report for Mohegan Sun containing statistics
relating to slot handle, gross slot win, gross slot hold
percentage, slot win contribution, free promotional slot play
contribution and weighted average number of slot machines.  The
Slot Machine Statistical Report includes these statistics on a
monthly basis for the six months ended March 31, 2012 and the
fiscal year ended Sept. 30, 2011.  A copy of the Slot Machine
Statistical Report is available at http://is.gd/G71iMJ

                About Mohegan Tribal Gaming Authority

Mohegan Tribal Gaming Authority -- http://www.mtga.com/-- is an
instrumentality of the Mohegan Tribe of Indians of Connecticut, or
the Tribe, a federally-recognized Indian tribe with an
approximately 507-acre reservation situated in Southeastern
Connecticut, adjacent to Uncasville, Connecticut.  The Authority
has been granted the exclusive authority to conduct and regulate
gaming activities on the existing reservation of the Tribe,
including the operation of Mohegan Sun, a gaming and entertainment
complex located on a 185-acre site on the Tribe's reservation.
Through its subsidiary, Downs Racing, L.P., the Authority also
owns and operates Mohegan Sun at Pocono Downs, a gaming and
entertainment facility located on a 400-acre site in Plains
Township, Pennsylvania, and several off-track wagering facilities
located elsewhere in Pennsylvania.

The Authority's balance sheet at Sept. 30, 2011, showed
$2.2 billion in total assets, $2.0 billion in total liabilities
and $198.7 million total capital.

PricewaterhouseCoopers LLP, in Hartford, Connecticut, expressed
substantial doubt about the Authority's ability to continue as a
going concern.  The independent auditors noted that of the
Authority's total debt of $1.6 billion as of Sept. 30, 2011,
$811.1 million matures within the next twelve months, including
$535.0 million outstanding under the Authority's Bank Credit
Facility which matures on March 9, 2012, and the Authority's
$250.0 million 2002 8% Senior Subordinated Notes which mature on
April 1, 2012.  In addition, a substantial amount of the
Authority's other outstanding indebtedness matures over the
following three fiscal years.

                           *     *     *

As reported by the TCR on March 14, 2012, Standard & Poor's
Ratings Services raised its corporate credit rating on Uncasville,
Conn.-based Mohegan Tribal Gaming Authority (MTGA) to 'B-' from
'SD'.

"The upgrade to 'B-' reflects our reassessment of the Authority's
capital structure following the completion of its comprehensive
debt refinancing plan," said Standard & Poor's credit analyst
Melissa Long.  "While the completed transactions were not a de-
leveraging event, the post-exchange capital structure
substantially reduced MTGA's debt maturities over the next few
years," S&P said.


MONEY TREE: Files Schedules of Assets and Liabilities
-----------------------------------------------------
The Money Tree Inc., filed on March 22, 2012, with the U.S.
Bankruptcy Court for the Middle District of Alabama its schedules
of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $73,413,612
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                        $0
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $71,331,673
                                 -----------      -----------
        TOTAL                    $73,413,612      $71,331,673

As reported in the Troubled Company Reporter on March 12, 2012,
The Money Tree Inc., disclosed $73,413,612 in assets and
$73,050,785.

The Money Tree of Georgia Inc. also filed its schedules disclosing
$30,517,971 in assets and $65,538,848 in liabilities as of the
Chapter 11 filing.

Full-text copies of the schedules are available for free at:
http://bankrupt.com/misc/THE_MONEY_TREE_georgia_sal.pdf
http://bankrupt.com/misc/THE_MONEY_TREE_sal.pdf

                       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.


NATIVE WHOLESALE: Exclusivity Hearing Continued Until May 24
------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of New York has
continued until May 24, 2012, at 2:00 p.m., the hearing to
consider Native Wholesale Supply Company's request to extend its
exclusive periods.

According to the Debtor's case docket, the Court has extended the
Debtor's first exclusive period until May 25, and its second
exclusive period until July 24.

As reported in the Troubled Company Reporter on Feb. 6, 2012, the
Debtor asked the Court to extend its exclusive plan filing period
to Aug. 20, and its exclusive plan solicitation period to Oct. 22,
respectively.

The Debtor told the Court that the claims bar date for
governmental bar date is May 21, and that because virtually the
entire class of unsecured creditors in dollar amount are
governmental units, it may not know the size and extent of these
creditors until May 21.  In addition, the Debtor anticipates that
at least some of these claims will be subject to objection.

                      About Native Wholesale

Native Wholesale Supply Company is engaged in the business of
importing cigarettes and other tobacco products from Canada and
selling them within the United States.  It purchases the products
from Grand River Enterprises Six Nations, Ltd., a Canadian
corporation and the Debtor's only secured creditor.  Native is an
entity organized under the Sac and Fox Nation and has its
principal place of business at 10955 Logan Road in Perrysburg, New
York.

Native filed for Chapter 11 bankruptcy (Bankr. W.D.N.Y. Case No.
11-14009) on Nov. 21, 2011.  The Chapter 11 filing was triggered
to resolve an ongoing dispute with the United States government
regarding up to $43 million in assessments made by the government
against the Debtor pursuant to the Fair and Equitable Tobacco
Reform Act of 2004 and the Tobacco Transition Payment Program and
to restructure the terms of payment of any obligation determined
to be owing by the Debtor to the U.S. under the Disputed
Assessment.  The issues pertaining to the Disputed Assessment
resulted in two lawsuits, subsequently consolidated, now pending
in the Federal District Court.

Robert J. Feldman, Esq., and Janet G. Burhyte, Esq., at Gross,
Shuman, Brizdle & Gilfillan, P.C., in Buffalo, N.Y., represent the
Debtor as counsel.

The Company disclosed $30,022,315 in assets and $70,590,564 in
liabilities as of the Chapter 11 filing.


NEOMEDIA TECHNOLOGIES: Murray Capital Discloses 7.4% Equity Stake
-----------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Murray Capital Management, LP, disclosed that, as of
April 5, 2012, it beneficially owns 70,528,363 shares of common
stock of NeoMedia Technologies, Inc., representing 7.38% of the
shares outstanding.

On March 19, 2012, Murray Capital received a Convertible Debenture
with a $492,978 outstanding principal balance, which MC-1
Debenture was originally issued by the Company on July 13, 2011.
All or any portion of the outstanding principal amount of the MC-1
Debenture and accrued but unpaid interest thereon is convertible
into Common Stock of the Company at a conversion rate, at the sole
option of the holder, equal to either

   (a) $0.10 Conversion Price, subject to adjustment; or

   (b) 95% of the lowest Volume Weighted Average Price during the
       60 Trading Days immediately preceding the Conversion Date.

The MC-1 Debenture prohibits Murray Capital from converting
any portion thereof to the extent such conversion would result in
the Reporting Persons beneficially owning in excess of 9.99% of
the outstanding shares of Common Stock following such conversion
or receipt of shares as payment of interest.

A copy of the filing is available for free at:

                        http://is.gd/Fm2dhM

                    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.

The Company reported a net loss of $849,000 in 2011, compared
with net income of $35.09 million 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.


NEWMARKET CORP: Moody's Withdraws 'Ba1' Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service withdrew the Ba1 Corporate Family Rating
(CFR) for NewMarket Corporation. The company redeemed all of its
outstanding 7.125% senior notes due 2016 at the redemption price
of 103.563% plus accured and unpaid interest. This issuer has no
rated debt outstanding.

Ratings Rationale

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


NEXSTAR BROADCASTING: Calls for Redemption of $34MM Senior Notes
----------------------------------------------------------------
Nexstar Broadcasting Group, Inc., has called for redemption of
$34,000,000 of the $37,516,000 outstanding aggregate principal
amount of its 7% senior subordinated notes due 2014.  The
redemption price is $1,000 per $1,000 principal amount of notes,
plus accrued and unpaid interest to the scheduled redemption date,
which is May 11, 2012.  Nexstar intends to fund the redemption of
the notes from cash on hand, borrowings under its revolving credit
facility or a combination thereof.

Nexstar estimates that if it were to fund the entire planned
$34,000,000 redemption with its revolving credit facility, the
current interest rate differential will be approximately 250 basis
points, resulting in annualized cash interest savings of
approximately $850,000.

                  About Nexstar Broadcasting Group

Irving, Texas-based Nexstar Broadcasting Group Inc. currently
owns, operates, programs or provides sales and other services to
62 television stations in 34 markets in the states of Illinois,
Indiana, Maryland, Missouri, Montana, Texas, Pennsylvania,
Louisiana, Arkansas, Alabama, New York, Rhode Island, Utah and
Florida.  Nexstar's television station group includes affiliates
of NBC, CBS, ABC, FOX, MyNetworkTV and The CW and reaches
approximately 13 million viewers or approximately 11.5% of all
U.S. television households.

The Company reported a net loss of $11.89 million in 2011, a net
loss of $1.81 million in 2010, and a net loss of $12.61 million
in 2009.

The Company's balance sheet at Dec. 31, 2011, showed
$595.03 million in total assets, $778.43 million in total
liabilities, and a $183.40 million total stockholders' deficit.

                           *     *     *

As reported by the Troubled Company Reporter on Aug. 30, 2010,
Standard & Poor's Ratings Services raised its corporate credit
rating on Nexstar Broadcasting Group to 'B' from 'B-'.  The rating
outlook is stable.

"The 'B' corporate credit rating reflects S&P's expectation that
Nexstar's core ad revenue will continue growing modestly in 2010
and 2011," said Standard & Poor's credit analyst Deborah Kinzer.
The EBITDA growth resulting from the rebound in core advertising,
combined with political ad revenue from the 2010 midterm
elections, should, in S&P's view, enable Nexstar to reduce its
leverage significantly by the end of the year.

NEXTWAVE WIRELESS: Sola Warrant Expiration Extended to 2013
-----------------------------------------------------------
NextWave Wireless Inc., on April 16, 2012, entered into an
amendment of a warrant originally issued on April 8, 2009, to Sola
Ltd.  As of Dec. 31, 2011, Sola and its affiliates beneficially
owned 3,747,694 shares, or 14.2%, of the Company's issued and
outstanding common stock; $34.3 million, or 25%, of the aggregate
principal amount of the Company's Senior Secured Notes due 2012;
$42.8 million, or 22%, of the aggregate principal amount of the
Company's Senior-Subordinated Secured Second Lien Notes due 2013;
and $79.8 million, or 12%, of the aggregate principal amount of
the Company's Third Lien Subordinated Secured Convertible Notes
due 2013.  The Warrant is exercisable for 357,143 shares of common
stock for an exercise price of $0.07 per share.  Under the terms
of the Amendment, the expiration of the exercise period of the
Warrant was extended to April 5, 2013.  Sola agreed to pay any
costs incurred by NextWave in connection with the warrant
extension and had indicated its intention to exercise the warrant
on a cashless exercise basis absent the extension.

                           About NextWave

NextWave Wireless Inc. (PINK: WAVE) is a holding company for
holding company for a significant wireless spectrum portfolio.
Its continuing operations are focused on the management of ikts
wireless spectrum interests.  Total domestic spectrum holdings
consist of approximately 3.9 billion MHz POPs.  Its international
spectrum included in continuing operations include 2.3 GHz
licenses in Canada with 15 million POPs covered by 30 MHz of
spectrum.

In its report on the Company's annual report for year ended
Dec. 31, 2011, Ernst & Young, said, "The Company has incurred
recurring operating losses and has a working capital
deficiency, primarily comprised of the current portion of long
term obligations of $142.0 million at December 31, 2011 that is
associated with the maturity dates of its debt.  The Company
currently does not have the ability to repay this debt at
maturity. These conditions raise substantial doubt about the
Company's ability to continue as a going concern."

San Diego-based NextWave acknowledges that current cash reserves
are not sufficient to meet payment obligations under its secured
notes at their current maturity dates.  It added that it may not
be able to consummate sales of its wireless spectrum assets for
enough to repay debt at the scheduled maturity dates.

"Insufficient capital to repay our debt at maturity would
significantly restrict our ability to operate and could cause us
to seek relief through a filing in the United States Bankruptcy
Court," the Company said in the Form 10-K filed with the
Securities and Exchange Commission.

The Company has stated that it continues to pursue the sale of its
wireless spectrum holdings and has retained Moelis & Company to
explore the sale of its wireless holdings in United States and
Canada.


NICHOLAS FIORILLO: Case Trustees Sue Businessmen Over Extortion
---------------------------------------------------------------
Lee Hammel at Worcester Telegram & Gazette reports that trustees
representing the interests of creditors of the bankruptcy estate
of husband and wife, Nicholas J. Fiorillo and Tracey L. Krowel,
are suing David G. Massad and Marcello Mallegni alleging the two
businessmen engaged in racketeering and conspiracy.  The trustees
are Jonathan R. Goldsmith, a Springfield lawyer appointed in Mr.
Fiorillo's bankruptcy, and Joseph H. Baldiga, a Westboro lawyer,
appointed in Ms. Krowel's case.  Their adversary proceeding
alleges extortion and loan-sharking, usurious interest rates,
falsifying debt figures and bait-and-switch tactics to try to
wrest income properties from the couple and their trusts and real
estate company, and their personal residences.  The lawsuit also
alleges Mr. Massad and Mr. Mallegni have committed breach of
contract and breach of covenant of good faith and of fair dealing.

The trustees are asking a jury to award $6 million.

The report notes the lawsuit was filed Jan. 18; however, lawyers
for the defendants this month filed a motion asking that the case
be transferred to U.S. District Court.

According to the report, Mr. Massad is chairman and majority
stockholder in Commerce Bank and Trust Co. and Mr. Mallegni is
manager and an owner of LBM Financial LLC.  Commerce Bank and LBM
also have been named as defendants.

The report relates the defendants' lawyers predicted the
plaintiffs would be as unsuccessful in proving the allegations as
they were in 2007.  Mr. Fiorillo and Ms. Krowel brought a civil
Racketeer Influenced and Corrupt Organization Act charge against
them in U.S. District Court at that time and did not prevail.

Facing imminent foreclosure, Nicholas J. Fiorillo filed a pro se
Chapter 11 bankruptcy petition (Bankr. D. Mass Case No. 10-44179)
on Aug. 23, 2010.  The Bankruptcy Trustee sought on Oct. 4, 2010,
to convert the petition to a Chapter 7 liquidation action due to
Mr. Fiorillo's noncooperation in the Chapter 11 proceedings.  The
Bankruptcy Court granted the Trustee's motion on Oct. 7.  Mr.
Fiorillo then asked the Bankruptcy Court to dismiss the Chapter 7
case, saying he had not complied with 11 U.S.C. Sec. 109(h); he
was ineligible to be a "Debtor" under the statute; and,
consequently, the Bankruptcy Court lacked jurisdiction over his
bankruptcy proceeding.  The Trustee objected, and the Bankruptcy
Court denied the motion.  The District Court affirmed.


NOMOS CAPITAL: Fitch Rates Upcoming Loan Notes 'BB-(exp)'
---------------------------------------------------------
Fitch Ratings has assigned Nomos Capital PLC's upcoming issue of
loan participation notes an expected Long-term 'BB-(exp)' rating.

The notes are to be used solely for financing a loan to Russia's
open joint-stock company "NOMOS-BANK" ('BB'/Stable/'bb'). Nomos
Capital PLC., an Ireland-domiciled special purpose vehicle , will
only pay noteholders amounts received from NOMOS under the loan
agreement.

The final rating is contingent upon receipt of final documentation
conforming materially to information already received.  The loan
agreement states that the claims of the noteholders are
subordinated to NOMOS' senior unsecured creditors.

NOMOS is 26.5%-owned by PPF, 48.5% is held by six individuals,
while the rest is publicly traded.  After the consolidation of
Bank of Khanty-Mansiysk, NOMOS was the second largest universal
Russian private banking group by assets at end-2011.


NORTHCORE TECHNOLOGIES: Speeds Up Intellectual Property Strategy
----------------------------------------------------------------
Northcore Technologies Inc. has filed a series of additional
patent applications related to the effective monetization of
assets through new methods of Social Commerce.

Northcore is the holder of existing seminal patents in the
delivery of online Dutch Auctions.  This methodology has been
among the most widely studied market liquidation processes and has
proven to be applicable to a wide variety of commodities, with
high correlation to perishable items.  A perishable commodity is
broadly defined as one that significantly diminishes in value as
time progresses.

It has been a stated objective to build on these important
existing holdings and continue to expand the Intellectual Property
footprint of the corporation.  These filings represent significant
steps in this regard and will specifically target new avenues in
Social Commerce.  The company is also actively seeking
opportunities to acquire synergistic properties.

"I had promised our stakeholders that we would quickly show
evidence of our accretive IP strategy and this series of filings
is just the beginning," said Amit Monga, CEO of Northcore
Technologies.  "We firmly believe that such holdings will be
invaluable to Northcore as we continue to execute on our growth
plan.  In combination with our existing Dutch Auction patents, we
are now targeting control over methods of commerce as novel and
important as those implemented by industry leaders like Groupon
and Priceline."

                          About Northcore

Toronto, Ontario-based Northcore Technologies Inc. (TSX: NTI; OTC
BB: NTLNF) -- http://www.northcore.com/-- provides a Working
Capital Engine(TM) that helps organizations source, manage,
appraise and sell their capital equipment.  Northcore offers its
software solutions and support services to a growing number of
customers in a variety of sectors including financial services,
manufacturing, oil and gas and government.

Northcore owns 50% of GE Asset Manager, LLC, a joint business
venture with GE.  Together, the companies work with leading
organizations around the world to help them liberate more capital
value from their assets.

The Company reported a loss and comprehensive loss of C$3.93
million in 2011, compared with a loss and comprehensive loss of
C$3.03 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed
C$2.91 million in total assets, C$415,000 in total liabilities and
C$2.49 million in total shareholders' equity.


NORTHWEST PIPE: Gets Nasdaq Notice Extending Compliance Date
------------------------------------------------------------
Northwest Pipe Company has received a letter from the Nasdaq Stock
Market stating that Nasdaq has extended until April 30, 2012 the
date by which the Company must regain compliance with Nasdaq's
listing rules by filing its delinquent Quarterly Report on Form
10-Q for the quarter ended Sept. 30, 2011 and Annual Report on
Form 10-K for the year ended Dec. 31, 2011.  Nasdaq had previously
granted the Company an exception from its listing rules until
April 16, 2012 to file the Delinquent Reports. If the Company does
not file the Delinquent Reports by April 30, 2012, Nasdaq will
provide written notification that the Company's securities will be
delisted.  At that time, the Company would be permitted to appeal
the Nasdaq staff's delisting determination to a Hearings Panel.

                   About Northwest Pipe Company

Northwest Pipe Company manufactures welded steel pipe and other
products in two business groups.  Its Water Transmission Group is
the leading supplier of large diameter, high-pressure steel pipe
products that are used primarily for water infrastructure in North
America.  Its Tubular Products Group manufactures smaller diameter
steel pipe for a wide range of products including energy,
construction, agriculture and industrial systems.  The Company is
headquartered in Vancouver, Washington and has ten manufacturing
facilities across the United States and Mexico.


O&G LEASING: Can Hire Bradley Arant as Corporate Counsel
--------------------------------------------------------
O&G Leasing, LLC and Performance Drilling Company LLC sought and
obtained permission to employ Bradley Arant Boult Cummings LLP as
the Debtors' general corporate, transactional, and securities
counsel.

The BABC attorney expected to provide primary representation to
the Debtors is Stephen Wilson, Esq., who will be paid $350 per
hour.  Other attorneys or paralegals of BABC may from time to time
serve the Debtors.

The Debtors will pay BABC a $50,000 retainer.

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

                        About O&G Leasing

Jackson, Mississippi-based O&G Leasing, LLC, was formed in 2006 to
acquire and construct land drilling rigs that it would lease to
its wholly owned subsidiary, Performance Drilling Company, LLC.
Performance was formed to provide contract drilling services for
ArkLaTex (Arkansas, Louisiana and Eastern Texas) region, as well
as Alabama, Florida, Mississippi and Oklahoma.  The Company filed
for Chapter 11 bankruptcy protection (Bankr. S.D. Miss. Case No.
10-01851) on May 21, 2010.  Douglas C. Noble, Esq., at McCraney
Montagnet & Quin, PLLC, assists the Company in its restructuring
effort.  The Company estimated $10 million to $50 million in
assets and $50 million to $100 million in liabilities.

On the same day, Performance Drilling Company, LLC, filed for
Chapter 11 bankruptcy protection.  Performance Drilling estimated
assets and debts of between $1 million to $10 million each.  The
Debtors' cases have been jointly administered.


OPTIMUMBANK HOLDINGS: Howard Zusman Resigns as SVP and CLO
----------------------------------------------------------
Howard Zusman resigned as Senior Vice President and Chief Lending
Officer of OptimumBank, the wholly-owned subsidiary bank of
OptimumBank Holdings, Inc., in order to accept another employment
opportunity.  Mr. Zusman's decision to resign was not the result
of any disagreement with the Bank or Company.

                    About OptimumBank Holdings

Fort Lauderdale, Fla.-based OptimumBank Holdings, Inc. is a
is a one-bank holding company and owns 100% of OptimumBank, a
state (Florida)-chartered commercial bank.  The Bank offers a
variety of community banking services to individual and corporate
customers through its three banking offices located in Broward
County, Florida.  The Bank's wholly-owned subsidiaries are OB Real
Estate Management, LLC, OB Real Estate Holdings, LLC, OB Real
Estate Holdings 1503, LLC, and OB Real Estate Holdings 1695, LLC,
all of which were formed in 2009.  OB Real Estate Management, LLC,
is primarily engaged in managing foreclosed real estate.  OB Real
Estate Holdings, LLC, OB Real Estate Holdings 1503, LLC, and OB
Real Estate Holdings 1695, LLC, hold and dispose of foreclosed
real estate.

OptimumBank is currently operating under a Consent Order issued by
the Federal Deposit Insurance Corporation ("FDIC") and the State
of Florida Office of Financial ("OFR"), effective as of April 16,
2010.  As of Sept. 30, 2010, the Bank was considered
"undercapitalized" under these FDIC requirements.  As an
"undercapitalized" institution, the Bank is subject to
restrictions on capital distributions, payment of management fees,
asset growth and the acceptance, renewal or rollover of brokered
and high-rate deposits.  In addition, the Bank must obtain prior
approval of the FDIC prior to acquiring any interest in any
company or insured depository institution, establishing or
acquiring any additional branch office, or engaging in any new
line of business.

"The Bank [OptimumBank] has experienced recent and continuing
increases in nonperforming assets, declining net interest margin,
increases in provisions for loan losses, continuing high levels of
noninterest expenses related to the credit problems, and eroding
regulatory capital which raise substantial doubt about the Bank's
ability to continue as a going concern," the Company said in its
Form 10-Q for the quarter ended Sept. 30, 2010.

The Company reported a net loss of $3.74 million in 2011, compared
with a net loss of $8.45 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $154.47
million in total assets, $147.68 million in total liabilities and
$6.78 million in total stockholders' equity.


OPTIONS MEDIA: Incurs $12.6 Million Net Loss in 2011
----------------------------------------------------
Options Media Group Holdings, Inc., filed with the U.S. Securities
and Exchange Commission its annual report on Form 10-K disclosing
a net loss of $12.67 million on $530,156 of revenue in 2011,
compared with a net loss of $9.86 million on $835,246 of revenue
in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $1.31 million
in total assets, $4.87 million in total liabilities and a $3.56
million total stockholders' deficit.

For 2011, Salberg & 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 available to common stockholders of
$12,750,103, and net cash used in continuing operations of
$3,604,373 for the year ended Dec. 31, 2011, and a working capital
deficit, stockholders' deficit and accumulated deficit of
$4,110,988, $3,561,883 and $35,494,435 respectively at Dec. 31,
2011.  The Company has also discontinued certain operations.

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

                        http://is.gd/sno5P4

                        About Options Media

Boca Raton, Fla.-based Options Media Group Holdings, Inc., had
historically been an Internet marketing company providing e-mail
services to corporate customers.  Additionally, Options Media has
a lead generation business and disposed of its SMS text messaging
delivery business.  In 2010, Options Media transitioned by
changing its focus to smart phones and acquiring a robust anti-
texting program that prohibits people in vehicles from texting, e-
mailing, and reading such communications while moving.  As part of
its focus on mobile software applications, Options Media has also
broadened its suite of products by continuing to improve the
features of its Drive Safe(TM) anti-texting software.  In
conjunction with this change of focus, in February 2011, Options
Media sold its e-mail and SMS businesses.  Options Media retains
its lead generation business.


ORAGENICS INC: Incurs $7.6 Million Net Loss in 2011
---------------------------------------------------
Oragenics, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$7.67 million on $1.44 million of net revenues in 2011, compared
with a net loss of $7.80 million on $1.31 million of net revenues
in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $1.26 million
in total assets, $9.44 million in total liabilities and a $8.17
million total shareholders' deficit.

For 2011, Mayer Hoffman McCann P.C., in Clearwater, Florida,
expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company has incurred recurring operating losses, negative
operating cash flows and has an accumulated deficit.

                        Bankruptcy Warning

The Company said in its annual report for the year ended Dec. 31,
2011, that its loan agreement with the Koski Family Limited
Partnership matures in three years and select material assets of
the Company relating to or connected with its ProBiora3, SMaRT
Replacement Therapy, MU1140 and LPT3-04 technologies have been
pledged as collateral to secure the Company's borrowings under the
Loan Agreement.  This secured indebtedness could impede the
Company from raising the additional equity or debt capital the
Company needs to continue its operations even though the amount
borrowed under the Loan Agreement automatically converts into
equity upon a qualified equity financing of at least $5 million.
The Company's ability to repay the loan will depend largely upon
the Company's future operating performance and the Company cannot
assure that its business will generate sufficient cash flow or
that the Company will be able to raise the additional capital
necessary to repay the loan.  If the Company is unable to generate
sufficient cash flow or are otherwise unable to raise the funds
necessary to repay the loan when it becomes due, the KFLP could
institute foreclosure proceedings against the Company's material
intellectual property assets and the Company could be forced into
bankruptcy or liquidation.

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

                        http://is.gd/4ia71P

                        About Oragenics Inc.

Tampa, Fla.-based Oragenics, Inc. -- http://www.oragenics.com/--
is a biopharmaceutical company focused primarily on oral health
products and novel antibiotics.  Within oral health, Oragenics is
developing its pharmaceutical product candidate, SMaRT Replacement
Therapy, and also commercializing its oral probiotic product,
ProBiora3.  Within antibiotics, Oragenics is developing a
pharmaceutical candidate, MU1140-S and intends to use its
patented, novel organic chemistry platform to create additional
antibiotics for therapeutic use.


OSI RESTAURANT: S&P Raises Corporate Credit Rating to 'B'
---------------------------------------------------------
Standard & Poor's Ratings Services raised the corporate credit
rating on casual dining operator OSI Restaurant Partners LLC to
'B' from 'B-'. "We raised the rating on the senior secured credit
facilities to 'BB-' from 'B+' with a '1' recovery rating,
indicating our expectation for 90% to 100% recovery in the event
of a default. We raised the rating on the $550 million
subordinated notes to 'CCC+' from 'CCC' with a '6' recovery
rating, indicating our expectation for 0% to 10% recovery in the
event of a default," S&P said.

"The ratings on Tampa, Fla.-based OSI Restaurant Partners LLC
reflect Standard & Poor's expectations that recent brand
revitalization initiatives and cost savings from productivity
improvements will contribute to further strengthening of credit
measures in 2012, despite commodity cost pressure and weak
consumer spending," said Standard & Poor's credit analyst Ana Lai.

"Our rating outlook on OSI is positive. We expect OSI to sustain
recent positive operating momentum, contributing to further
strengthening of credit measures. We could raise the rating if OSI
is successful in completing the IPO as proposed and uses the
proceeds of about $300 million to repay about $248 million of
subordinated notes, resulting in total debt to EBITDA declining to
below 5.0x. Although unlikely in the near term, we could lower the
rating if competitive pressure or poor execution causes a steep
drop in traffic and EBITDA drops by 12%. This could occur if sales
decline 3% and margins decline by 100 basis points," S&P said.


PACE UNIVERSITY: S&P Raises Bond SPUR From 'BB+' on Stable Demand
-----------------------------------------------------------------
Standard & Poor's Ratings Services has raised its underlying
rating (SPUR) on New York State Dormitory Authority's debt, issued
for Pace University, to 'BBB-', with a stable outlook, from 'BB+',
with a positive outlook.

"The rating revision incorporates our view that the university's
demand has stabilized, and financial performance and financial
management have improved," said Standard & Poor's credit analyst
Mary Peloquin-Dodd. "It also reflects our view of Pace's very weak
level of expendable resources, driven by a history of operating
losses on a full accrual basis and the recognition of significant
other postemployment benefit liabilities in fiscals 2010 and
2011," said Ms. Peloquin-Dodd.

Standard & Poor's also based the upgrade on its assessment of
Pace's:

* Limited revenue raising flexibility due to strong competition
   and already high level of tuition and fees; and

* High level of debt and moderately high debt service, including
   operating lease expense.

"Positive rating factors include stable enrollment levels with
significant growth in full-time undergraduates from fall 2008 to
fall 2011, which has been a key driver of the university's
improved financial performance. In addition, there has been
significant improvement in financial performance from fiscal
2008 to fiscal 2011, with expectations for positive operating
performance on a full accrual basis for fiscal 2012 as well as a
level of cash and investments that are consistent with the 'BBB'
category," S&P said.

"The stable outlook reflects Standard & Poor's expectation that,
during the next two years, enrollment and overall demand will
remain stable or demonstrate positive trends, and that financial
performance will be consistently breakeven or better, on a GAAP
basis. In addition, Standard & Poor's expects new debt to be
offset by liquidity growth. Standard & Poor's also believes that
expendable resources will continue to be depressed by significant
OPEB liability," S&P said.

"Credit factors that could lead to a negative outlook or rating
action include significant weakening in financial performance or a
significant debt increase. A higher rating is unlikely given the
university's current level of financial resources," S&P said.

Pace University, founded in 1906, is an independent, comprehensive
university. Originally founded in New York City, Pace has five
campuses in New York City and Westchester County.


PINNACLE AIRLINES: Wayne King Discloses 3.9% Equity Stake
---------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Wayne King and his affiliates disclosed that,
as of April 9, 2012, they beneficially own 761,879 shares of
common stock of Pinnacle Airlines Corp. representing 3.98% of the
shares outstanding.  As previously reported by the TCR on Feb. 23,
2012, Mr. King reported beneficial ownership of 618,664 common
shares or 3.23% equity stake.

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

                        http://is.gd/AYwSWv

                    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.


PITT PENN: Can Employ Peckar & Abramson as Litigation Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
authorized Pitt Penn Holding Co., Inc., and its affiliates to
employ Peckar & Abramson, P.C., as special litigation counsel.

Peckar & Abramson's role in the case originally was focused on
communications with government authorities concerning the criminal
proceedings against John Mazzuto and James Margulies, two of the
Debtors' former CEOs.  The Debtors decided to expand the firm's
role into representing the Debtors in several actions arising from
certain fraudulent conduct of certain of the Debtors' pre-petition
officers, directors and others.

As a result of the expansion of Peckar & Abramson's role, the
firm's monthly billing has likely exceeded the $15,000 per month
cap on ordinary course professionals.

Peckar & Abramson will continue to provide ordinary course
services to the Debtors as in the past.  However, all civil
litigation-related work will be subjected to the fee application
process.

The Debtors assure the Court that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

                    About Industrial Enterprises

Pitt Penn Holding Co., Inc., and Pitt Penn Oil Co., LLC, each
filed voluntary petitions for Chapter 11 relief (Bankr. D. Del.
Case Nos. 09-11475 and 09-11476) on April 30, 2009.  Industrial
Enterprises of America, Inc., f/k/a Advanced Bio/Chem, Inc., filed
for Chapter 11 protection (Bankr. D. Del. Case No. 09-11508) on
May 1, 2009.  EMC Packaging, Inc., filed a voluntary petition for
Chapter 11 relief (Bankr. D. Del. Case No. 09-11524) on May 4,
2009.  Unifide Industries, LLC, and Today's Way Manufacturing LLC,
each filed a voluntary petition for Chapter 11 relief (Bankr. D.
Del. Case Nos. 09-11587 and 09-11586) on May 6, 2009.

PPH, PPO, EMC, Unifide, and Today's Way are each subsidiaries of
IEAM.  The cases are jointly administered under Case No. 09-11475.

Christopher D. Loizides, Esq., at Loizides, P.A., in Wilmington,
Del., represents the Debtors as counsel.  In its petition,
Industrial Enterprises disclosed total assets of $50,476,697 and
total debts of $17,853,997.

Industrial Enterprises originally operated as a holding company
with four wholly owned subsidiaries, PPH, EMC, Unifide, and
Today's Way.  PPH, through its wholly owned subsidiary, PPO, was a
leading manufacturer, marketer and seller of automotive chemicals
and additives.

EMC's original business consisted of converting hydrofluorocarbon
gases R134a and R152a into branded private label refrigerant and
propellant products.  Unifide was a leading marketer and seller of
automotive chemicals and additives.  Today's Way manufactured and
packaged the products which were sold by Unifide.


PRIMUS TELECOM: Moody's Puts CFR on Review Direction Uncertain
--------------------------------------------------------------
Moody's Investors Service has placed the ratings of Primus
Telecommunications Group, Inc. under review with direction
uncertain following the company's announcement that it has agreed
to sell its Australian business for $200 million. The company has
not indicated its plan for the use of sale proceeds, but based on
the terms of the indenture governing the company's 10% secured
notes, Primus has considerable flexibility with the sale proceeds.
The company can repay the notes, re-invest in capital expenditures
or acquire businesses or assets as long as the net proceeds are
applied to such a use within 365 days following the deal close. It
is unclear at this time whether the proceeds will be subject to
taxes, either in the US or Australia.

Issuer: Primus Telecommunications Group, Incorporated

  On Review Direction Uncertain:

     Corporate Family Rating, Placed on Review Direction
     Uncertain, currently B3

     Probability of Default Rating, Placed on Review Direction
     Uncertain, currently B2

  Outlook Actions:

     Outlook, Changed To Rating Under Review From Stable

Issuer: Primus Telecommunications Holding, Inc.

  On Review Direction Uncertain:

     US$240M 10% Senior Secured Regular Bond/Debenture, Placed
     on Review Direction Uncertain, currently B3

  Outlook Actions:

     Outlook, Changed To Rating Under Review From Stable

Ratings Rationale

The Australian business generates approximately one half of
Primus's total EBITDA. In addition to the disposal of its
Australian assets, Primus has announced plans to split its
remaining Canadian assets into two businesses. One business will
be a "pure-play" data center company and the other will be a more
traditional CLEC.

If the company pays down a portion of the existing 10% notes
maturing in 2017 or acquires businesses or assets resulting in
higher EBITDA such that leverage falls below 3.0x (Moody's
adjusted), the company may have a better financial profile which
could result in an upgrade from its existing ratings. As of year-
end 2011, Primus had $235 million of the 10% notes and $2.4
million of its 13% notes outstanding.

On the other hand , if the company uses the proceeds to increase
capital expenditure or acquire businesses such that EBITDA
declines on a pro-forma basis, its operating and financial profile
may well come under significant pressure, which could have
negative implications for the rating. The remaining business could
have lower scale and weaker cash flows than the pre-sale business.
In this scenario, the remaining segments could generate negative
free cash flow until or unless the company is able to grow to
offset the EBITDA loss from sale of the Australian business.

The company's plan to separate its Canadian business would also
have implications on the rating, as these two companies could have
materially smaller scale and different credit profiles. Given the
magnitude of the structural changes, Moody's believes that the
company is likely to ultimately repay or refinance the majority of
its existing indebtedness as part of this overall restructuring
process.

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

Primus is a competitive telecom provider headquartered in McLean,
VA. The company offers telecommunications, IP and data center
services to small and medium-sized enterprises, residential
customers and other telecommunications carriers and resellers in
the United States, Canada and Australia.



RADIAN GROUP: Moody's Downgrades Senior Debt Rating to 'Caa2'
-------------------------------------------------------------
Moody's Investors Service has downgraded Radian Group's senior
debt rating to Caa2 from Caa1. In addition, Moody's has confirmed
the Ba3 insurance financial strength (IFS) ratings of Radian
Guaranty Inc. (Radian Guaranty) and Radian Mortgage Assurance Inc.
(RMA), and the Ba1 IFS rating of Radian Asset Assurance Inc.
(Radian Asset). The outlook for all ratings is negative.

Rating Rationale -- RADIAN GROUP (Radian)

Moody's said that the downgrade of Radian's senior debt rating
reflects the holding company's constrained liquidity, the ongoing
stress at its mortgage insurance subsidiaries, and its upcoming
debt maturities. After adjusting its December 31, 2011
unrestricted cash and liquid investments for the recent tender
auction related to its 2013 debt obligations, Radian has remaining
unrestricted cash and liquid investments of approximately $350
million. Since dividends from Radian Guaranty are unlikely for the
foreseeable future given its weak regulatory capital position,
Moody's believes that the holding company may not be able to meet
its senior debt obligations, $103.9 million 2013 senior debt, $250
million 2015 senior debt, and $450 million convertible senior debt
due in 2017, and that debt holders could potentially face material
losses. Moody's views the recent Radian tender auction for $146
million of its 2013 senior debt at 90% of par a distressed
exchange given the debt's yield to maturity combined with the
company's untenable capital structure.

Rating Rationale -- RADIAN GUARANTY AND RMA

The confirmation of the Ba3 IFS ratings of Radian Guaranty and RMA
reflects: 1) their consolidated financial resources, including
dividends from Radian Asset, in excess of Moody's base case
losses, and 2) their ability to continue to write new business for
some time given recently granted regulatory and counterparty
waivers. Some states require mortgage insurers to operate below a
25 to 1 risk-in-force to capital ratio, which Moody's believes
Radian will likely breach sometime later this year. As a result,
Radian Guaranty would have had difficulty writing business, absent
such waivers. Radian Group intends to capitalize RMA, if needed,
to write business in states where it has not obtained such
waivers. New high quality business production has partially
mitigated legacy losses, which enhances Radian's chances of a
turnaround.

Rating Rationale -- RADIAN ASSET

The confirmation of the Ba1 rating of Radian Asset, Radian
Guaranty's wholly owned financial guaranty subsidiary, reflects 1)
its strong capital profile and orderly runoff, and 2) the group's
dependence on Radian Asset's resources to support Radian
Guaranty's strategic mortgage insurance business. Portfolio
amortization, recent commutations of an ABS CDO and some TruPs
CDOs contributed to reduce insured portfolio expected and stressed
losses. Radian Asset has been paying regular dividends to Radian
Guaranty since 2008 and releasing redundant contingency reserves
periodically to enhance its and Radian Guaranty's statutory
surplus.

Rating Outlook

The negative rating outlook reflects the continued uncertainty in
mortgage insurance losses, and the firm's dependence on regulatory
and counterparty forbearance to continue to write business.

Moody's cited the following factors that could lead to an upgrade
of Radian's ratings: (i) improving housing market outlook
resulting in lower insured mortgage losses (ii) injection of
capital that meaningfully improves its capital adequacy (iii)
better than expected loss developments in its financial guaranty
or mortgage insurance portfolios and (iv) more clarity about
regulatory and market drivers of future demand for mortgage
insurance.

Moody's cited the following factors that could lead to a rating
downgrade: (i) regulatory actions preventing Radian Guaranty from
writing new business or loss of eligibility status with the GSEs
(ii) greater than anticipated adverse loss developments in the
financial guaranty and mortgage insurance portfolios resulting in
less resources available at the insurance companies and (iii)
capital deficiency relative to its Ba rating threshold that
remains uncorrected.

Treatment of Wrapped Transactions

Moody's ratings on securities that are guaranteed or "wrapped" by
a financial guarantor are generally maintained at a level equal to
the higher of the following: a) the rating of the guarantor (if
rated at the investment grade level); or b) the published
underlying rating (and for structured securities, the published or
unpublished underlying rating). Moody's approach to rating wrapped
transactions is outlined in Moody's special comment entitled
"Assignment of Wrapped Ratings When Financial Guarantor Falls
Below Investment Grade" (May, 2008); and Moody's November 10, 2008
announcement entitled "Moody's Modifies Approach to Rating
Structured Finance Securities Wrapped by Financial Guarantors". As
a result of the rating action, the Moody's-rated securities that
are guaranteed or "wrapped" by Radian Asset have also been
confirmed, except those with higher published underlying ratings
(and for structured finance securities, except those with higher
published or unpublished underlying ratings). .

List of Rating Actions

The following rating was downgraded and has a negative outlook:

Radian Group Inc. - senior unsecured debt to Caa2, from Caa1.

The following ratings have been confirmed with a negative outlook:

Radian Guaranty Inc. - insurance financial strength rating at
Ba3;

Radian Mortgage Assurance Inc. - insurance financial strength
rating at Ba3;

Radian Asset Assurance Inc. - insurance financial strength
rating at Ba1.

Radian Group Inc. is a US-based holding company that owns a
mortgage insurance platform comprised of Radian Guaranty, Radian
Insurance and Radian Mortgage Assurance, and financial guaranty
insurance company Radian Asset. The group also has investments in
other financial services entities. As of December 31, 2011, Radian
Group had $6.66 billion in total assets and $1.18 billion in
shareholder's equity.

The principal methodologies used in this rating were Moody's
Global Rating Methodology for the Mortgage Insurance Industry in
February 2007 and Moody's Rating Methodology for the Financial
Guaranty Insurance Industry published in September 2006.


RESOLUTE ENERGY: S&P Assigns B Corp. Credit Rating; Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Denver-based Resolute Energy Corp. The outlook is
stable.

"We also assigned our 'B-' issue-level rating (one notch lower
than the corporate credit rating) to Resolute's planned $250
million senior unsecured notes due 2020. We assigned this debt a
'5' recovery rating, indicating our expectation of modest (10% to
30%) recovery of principal in the event of a payment default," S&P
said.

"Proceeds will be used to pay down borrowings under the company's
credit facility ($225 million as of April 10, 2012), and to fund
2012 capex, including the recently announced $37.5 million net
acquisition of oil properties from Denbury Resources (BB/Stable/--
)," S&P said.

"The ratings on Resolute Energy reflect our assessment of the
company's 'vulnerable' business risk and 'aggressive' financial
risk," said Standard & Poor's credit analyst Carin Dehne-Kiley.
"The ratings incorporate the company's small size and scale, its
limited geographic diversity, the high cost nature of its asset
base, and its position in a highly cyclical, capital-intensive and
competitive industry. The ratings also reflect the company's
meaningful exposure to oil (about 90% of proven reserves and
production), adequate liquidity, and moderate debt leverage."

"The stable outlook reflects Resolute's low-risk proven reserve
base, adequate liquidity, and the high proportion of oil in its
production mix. Near-term positive rating actions are unlikely
given the company's relatively small scale and limited geographic
diversity. We could lower the rating if Resolute's debt/EBITDAX
ratio exceeds 5.0x for a sustained period, which would most likely
occur as a result of a large debt-financed acquisition, or a major
operating problem that curtails production at the Aneth fields.
For this target to be breached in 2013, EBITDAX would have to drop
by nearly 35% compared with 2012," S&P said.


ROOMSTORE INC: Court Approves Kaplan & Frank as Local Counsel
-------------------------------------------------------------
RoomStore Inc. sought and obtained approval from the U.S.
Bankruptcy Court to employ Kaplan & Frank, PLC, as its Virginia
bankruptcy counsel.

The firm will:

   A. provide the Debtor with advice and prepare all necessary
      documents regarding debt restructuring, bankruptcy and asset
      dispositions;

   B. take all necessary actions to protect and preserve the
      Debtor's estate during the pendency of the chapter 11 case,
      including the prosecution of actions by the Debtor, the
      defense of actions commenced against the Debtor,
      negotiations concerning litigation in which the Debtor are
      involved and objecting to claims filed against the estate;

   C. prepare on behalf of the Debtor, as debtors in possession,
      all necessary motions, applications, answers, orders,
      reports and papers in connection with the administration of
      the chapter 11 case;

   D. counsel the Debtor with regard to their rights and
      obligations as debtor in possession;

   E. appear in Court and to protect the interests of the Debtor
      before the Court; and

   F. perform all other legal services for the Debtor which may be
      necessary and proper in the proceedings.

The Kaplan & Frank lawyers currently expected to have primary
responsibility for providing services to the Debtors and their
current hourly rates are:

          Troy Savenko            (Of Counsel)   $295/hour
          Christopher J. Hoctor   (Partner)      $285/hour
          Leslie A. Skiba         (Associate)    $265/hour

Kaplan & Frank was first retained to represent the Debtor in
connection with a potential restructuring or chapter 11 filing in
November 2011.  Prior to the Petition Date, Kaplan & Frank
received an aggregate retainer of $22,000, paid in two
installments of $10,000 (paid on Nov. 28, 2011) and $12,000 (paid
on Dec. 9, 2011).  About $1,026 of this retainer has been applied
to prepetition services rendered and expenses incurred by Kaplan &
Frank while $15,479 of this retainer was applied to the costs,
fees and expenses associated with the filing of Debtor's chapter
11 petition. The balance, totaling $5,495, will be held in trust
for the Debtor and utilized by Kaplan & Frank as an advance
deposit for post-petition fees and expenses.

As part of the terms of its retention, Kaplan & Frank required the
Advance Deposit to be $50,000 as security of payment for attorney
fees and out-of pocket expenses to be incurred by the Debtor in
connection with its bankruptcy. Because of the Debtor's
prepetition circumstances, the Debtor committed to supplement the
Advance Deposit as necessary, but not less than $10,000 per month
beginning on Dec. 15, 2011, until the Advance Deposit held in
Kaplan & Frank's escrow account is $50,000.  The Debtor also
granted to Kaplan & Frank a security interest in all amounts held
to secure repayment of its fees and expenses as they become due.

"To the best of my knowledge, Kaplan & Frank does not hold an
interest adverse to the Debtor's estate and is a 'disinterested
person' as that term is defined in Section 101(14) of the
Bankruptcy Code," Mr. Savenko attests.

                       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.

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.


ROSETTA GENOMICS: To Raise $1.4 Million in Registered Offering
--------------------------------------------------------------
Rosetta Genomics Ltd. has entered into definitive agreements with
investors to purchase an aggregate of 8,100,000 ordinary shares at
a price of $0.17 per share in a registered direct offering.  The
offering is expected to close on or about April 17, 2012, subject
to the satisfaction of customary closing conditions.

Rosetta plans to use the net proceeds from the offering primarily
to fund its operations and for other general corporate purposes,
including, but not limited to, repayment or refinancing of
existing indebtedness or other corporate borrowings, working
capital, intellectual property protection and enforcement, capital
expenditures, investments, acquisitions or collaborations,
research and development and product development.

Aegis Capital Corp. acted as the exclusive placement agent for the
offering.

For its services as placement agent in the Offering, Aegis will
receive cash compensation in the amount of approximately $96,390
and a Purchase Option Agreement to purchase 202,500 ordinary
shares at an exercise price of $0.2125 per share.  The Option
Agreement expires on April 12, 2017.

A shelf registration statement relating to the securities offered
and sold in the offering has been filed with the Securities and
Exchange Commission and has been declared effective.  A final
prospectus supplement relating to the offering will be filed by
Rosetta with the SEC.  Copies of the final prospectus supplement
and accompanying prospectus may be obtained directly from Rosetta
by contacting Rosetta Genomics Ltd., 10 Plaut Street, Science
Park, Rehovot 76706 POB 4059 Israel or via telephone at 215-382-
9000 ext. 309 or via email at investors@rosettagenomics.com or
from Aegis Capital Corp. by request to Prospectus Department, 810
Seventh Avenue, 11th Floor, New York, NY, 10019, telephone: 212-
813-1010 or email: prospectus@aegiscap.com.

                           About Rosetta

Located in Rehovot, Israel, Rosetta Genomics Ltd. is seeking to
develop and commercialize new diagnostic tests based on a recently
discovered group of genes known as microRNAs.  MicroRNAs are
naturally expressed, or produced, using instructions encoded in
DNA and are believed to play an important role in normal function
and in various pathologies.  The Company has established a CLIA-
certified laboratory in Philadelphia, which enables the Company to
develop, validate and commercialize its own diagnostic tests
applying its microRNA technology.

For the year ended Dec. 31, 2011, Kost Forer Gabbay & Kasierer, in
Tel-Aviv, Israel, expressed substantial doubt about Rosetta
Genomics' ability to continue as a going concern.  The independent
auditors noted that the Company has incurred recurring operating
losses and generated negative cash flows from operating activities
in each of the three years in the period ended Dec. 31, 2011.

The Company reported a net loss after discontinued operations of
$8.83 million on $103,000 of revenues for 2011, compared with a
net loss after discontinued operations of $14.76 million on
$279,000 of revenues for 2010.

The Company's balance sheet at Dec. 31, 2011, showed $2.04 million
in total assets, $2.40 million in total liabilities, and a
stockholders' deficit of $356,000.

"We have used substantial funds to discover, develop and protect
our microRNA tests and technologies and will require substantial
additional funds to continue our operations.  Based on our current
operations, our existing funds, including the proceeds from the
January 2012 debt financing, will only be sufficient to fund
operations until late May, 2012.  We intend to seek funding
through collaborative arrangements and public or private equity
offerings and debt financings.  Additional funds may not be
available to us when needed on acceptable terms, or at all.  In
addition, the terms of any financing may adversely affect the
holdings or the rights of our existing shareholders.  For example,
if we raise additional funds by issuing equity securities, further
dilution to our then-existing shareholders may result.  Debt
financing, if available, may involve restrictive covenants that
could limit our flexibility in conducting future business
activities.  If we are unable to obtain funding on a timely basis,
we may be required to significantly curtail one or more of our
research or development programs.  We also could be required to
seek funds through arrangements with collaborators or others that
may require us to relinquish rights to some of our technologies,
tests or products in development or approved tests or products
that we would otherwise pursue on our own.  Our failure to raise
capital when needed will materially harm our business, financial
condition and results of operations, and may require us to seek
protection under the bankruptcy laws of Israel and the United
States.


ROTHSTEIN ROSENFELDT: Charity Illegally Profited, Trustee Says
--------------------------------------------------------------
Max Stendahl at Bankruptcy Law360 reports that a charitable
foundation run by former NFL quarterback Dan Marino has illegally
profited from Scott Rothstein's Ponzi scheme, according to a
lawsuit filed Friday in Florida by the bankruptcy trustee for
Rothstein's law firm.

Law360 relates that the Dan Marino Foundation Inc. received 10
checks from Rothstein Rosenfeldt Adler PA between February 2007
and March 2008 totaling $259,000, according to the suit by trustee
Herbert Stettin. Those funds constituted fraudulent transfers and
rightly belongs to the firm's creditors, Mr. Stettin said.

                      About Rothstein Rosenfeldt

Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler
PA -- http://www.rra-law.com/-- has been suspected of running a
$1.2 billion Ponzi scheme.  U.S. authorities claimed in a civil
forfeiture lawsuit filed November 9, 2009, that Mr. Rothstein, the
firm's former chief executive officer, sold investments in non-
existent legal settlements.  Mr. Rothstein pleaded guilty to five
counts of conspiracy and wire fraud on January 27, 2010.

Creditors of Rothstein Rosenfeldt Adler signed a petition sending
the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No.
09-34791).  The petitioners include Bonnie Barnett, who says she
lost $500,000 in legal settlement investments; Aran Development,
Inc., which said it lost $345,000 in investments; and trade
creditor Universal Legal, identified as a recruitment firm, which
said it is owed $7,800.  The creditors alleged being owed money
invested in lawsuit settlements.

Herbert M. Stettin, the state-court appointed receiver for
Rothstein Rosenfeldt, was officially carried over as the
Chapter 11 trustee in the involuntary bankruptcy case.

On June 10, 2010, Mr. Rothstein was sentenced to 50 years in
prison.


SAGECREST II: Melville Capital Brokers Sale of Antietam Funding
---------------------------------------------------------------
Melville Capital, LLC, has successfully advised on the sale of
Antietam Funding's remaining life insurance portfolio that closed
March 28, 2012.

The parent owner of Antietam is bankrupt hedge fund SageCrest II
and through controlled entities like Antietam, purchased or
financed life insurance policies.  Melville was retained as the
exclusive Life Settlement Broker and Advisor to the estate and
Jack D. Huber, of Navigant Capital Advisors, the Wind-Down and
Workout Manager in In re SageCrest II LLC, et al. ("SageCrest"),
Case No. 08-50754 in connection with bankruptcy proceedings in the
United States Bankruptcy Court, District of Connecticut,
Bridgeport Division.

The engagement was jointly managed by Melville's President Robert
Stark and its Managing Director Doug Himmel.  Melville is the
country's premier Life Settlement Broker practicing in the area of
restructuring and insolvency with headquarters in New York and
offices in Los Angeles, Phoenix, and Charleston, SC.

Stark commented, "SageCrest is a complicated bankruptcy involving
many entities and high-profile bank creditors.  It was imperative
that these policies, substantially the last remaining assets in
the bankruptcy, be sold expeditiously but also at true market
pricing and I believe we hit this mark. The sale could not have
closed without the contribution of the entire working group of
advisors and attorneys."

                      About Melville Capital

Melville Capital is a Life Settlement Broker focused on monetizing
and liquidating existing life insurance policies.  In insolvency
matters, often there is substantial cash flow generated to
individuals/companies in transition, policy owners, Turnaround and
Bankruptcy advisors, and Trustees.  Melville represents the policy
owner, insured and referral source in negotiating and accepting
bids from competing Institutional Investors and handles all
aspects of the transaction. The net result is a lump sum cash
settlement that is often much greater than the cash surrender
value and relieves the policy owner of all future premium
payments.

                        About SageCrest II

SageCrest II, LLC, SageCrest Finance, LLC, SageCrest Dixon, Inc.,
SageCrest Holdings Ltd., SCFR and SC Limited are part of a group
of funds commonly known as SageCrest Funds.  SageCrest II serves
as the domestic fund within the SageCrest Funds.  SCFR and SC
Limited serve as the offshore funds within the SageCrest Funds.

SC II directly on indirectly owns several special purpose entities
that hold (directly or indirectly) specific investments
investments of the SageCrest Funds, including a life insurance
portfolio, specialty finance loans to third parties an real estate
investments.

SC Limited and SCFR are Bermuda exempted companies limited by
shares and are not debtors in the Bankruptcy cases.  SC Holdings
is also a Bermuda exempted company limited by shares and is a
wholly owned subsidiary of SC Limited and SCFR.

SageCrest Finance is a Delaware limited liability company that was
formed as a wholly owned subsidiary of SageCrest II on March 22,
2007.

SageCrest Dixon is a special purpose entity within the SageCrest
Funds that owns real property at 900 Dixon Road in Toronto,
Canada, formerly the site of the Constellation Hotel.  SageCrest
Dixon is a wholly owned subsidiary of SageCrest Canada Holdings,
Inc., which is a wholly owned subsidiary of SageCrest II.

The Debtors primarily operate through two lines of business:
structured finance and real estate investment and development.

SageCrest Finance and SageCrest II filed Chapter 11 petitions on
August 17, 2008 (Bankr. D. Conn. Case Nos. 08-50755 and 08-50754),
and filings by SageCrest Holdings Limited (Bankr. D. Conn. Case
No. 08-50763) and SageCrest Dixon, Inc. (Bankr. D. Conn. Case No.
08-50844), followed.  The cases are jointly administered under
Lead Case No. 08-50754.

The Debtors estimate their assets at $100 million to $500 million.

On Oct. 7, 2008, the United States Trustee appointed a
committee of equity security holders, including in its membership
defendants Topwater Exclusive Fund III, LLC, and Wood Creek Multi-
Asset Fund, LP.  The Equity Committee is comprised of former
investors in SageCrest II with all committee members claiming they
redeemed their investments in that debtor.  Asserting they are
creditors -- and not equity holders -- of SageCrest II, both
Topwater and Wood Creek resigned from the Equity Committee.

Affiliate Antietam Funding LLC sought Chapter 11 bankruptcy
protection (Bankr. D. Conn. 10-52523) on Oct. 20, 2010.  Antietam
Funding LLC estimated assets of $50 million to $100 million and
debts of $100 million to $500 million.

Antietam's primary asset is a portfolio of life insurance
investments.

As reported in the Troubled Company Reporter, competing plans of
reorganization have been proposed in these proceedings.


SINO-FOREST CORP: Executives Resign; Monitor to Have More Power
---------------------------------------------------------------
Sino-Forest Corporation disclosed its intention to apply to the
court, in the application commenced by the Company under the
Companies' Creditors Arrangement Act on March 30, 2012, to enhance
the powers of the court-appointed Monitor, FTI Consulting Canada
Inc.

Sino-Forest has terminated the employment of Alfred Hung, Vice
President Corporate Planning and Banking of the Company, George
Ho, Vice President Finance of the Company and Simon Yeung, Vice
President Operations of Sino-Panel (Asia) Inc., a subsidiary of
the Company.  The Company also announced that Albert Ip, who
served as Senior Vice President Development and Operations North
East and South West China, prior to his recent resignation, will
not serve as a consultant to the Company.

Sino-Forest also said that Allen Chan, the Founding Chairman
Emeritus of the Company, has voluntarily resigned from the Company
and that David Horsley has resigned as the Company's Chief
Financial Officer but will continue as an employee of the Company,
to assist with the Company's restructuring efforts.

In late August 2011, Messrs. Hung, Ho and Yeung were placed on
administrative leave by the Company, and Mr. Ip was requested to
act solely on the instructions of W. Judson Martin, the Vice
Chairman and Chief Executive Officer of the Company.  These
actions were taken after certain information was uncovered during
the course of the review being undertaken by the Independent
Committee of the Board of Directors of the Company, established in
response to the allegations made in a "report" prepared by Muddy
Waters LLC that was publicly disclosed on June 2, 2011, and
immediately before the Ontario Securities Commission issued a
temporary cease trade order on Aug. 26, 2011.

On Aug. 28, 2011, the Company announced that Mr. Chan had
voluntarily resigned as Chairman, Chief Executive Officer and
Director but would continue with the Company as Founding Chairman
Emeritus, a non-executive position.

On March 30, 2012, Mr. Ip resigned from the Company for health
reasons but had agreed to serve as a consultant to Sino-Forest on
a part-time basis.

The information identified in August 2011, did not raise conduct
issues in relation to Mr. Horsley. For this reason, no
consideration was given to taking employment action against him at
that time.

On April 9, 2012, the Company announced that it had received an
"Enforcement Notice" on April 5, 2012 from Staff of the Ontario
Securities Commission.  The Company also announced that it had
learned that Enforcement Notices also were received that day by
Messrs. Chan, Ip, Hung, Ho, Yeung and Horsley.  As previously
disclosed, the Enforcement Notice received by Sino-Forest alleges
conduct contrary to ss. 122 and 126.1 of the Ontario Securities
Act and raises conduct issues in relation to the Company and in
relation to the individuals who also received Enforcement Notices.
The Company intends to respond to the Enforcement Notice that it
received.

Following review of the Enforcement Notice directed at the
Company, further discussions with Staff of the Commission,
together with examination of issues identified in the Enforcement
Notice received by the Company, the Board of Directors of the
Company determined that it was in the best interests of Sino-
Forest to terminate the employment of Messrs. Hung, Ho and Yeung
and not to enter into a consulting arrangement with Mr. Ip.

Following receipt of the Enforcement Notice, Mr. Chan informed the
Board of Directors that he wished to resign as Founding Chairman
Emeritus and as an employee of the Company.  Mr. Chan has
indicated that he remains available to assist with efforts to
allow the Company's stakeholders to realize value in relation to
assets located in the People's Republic of China.

The Board of Directors believes that the nature of the allegations
made against Mr. Horsley in the Enforcement Notice differ
substantially from those directed at the other individuals who
received Enforcement Notices on April 5, 2012.  In these
circumstances the Board, having consulted with the Monitor, has
determined that it is in the best interests of the Company to
retain Mr. Horsley's services while allowing Mr. Horsley to step
down from his role as Chief Financial Officer.

Following discussions with the Monitor, the Company intends to
forthwith bring an application in the CCAA Proceeding to enhance
the powers of the Monitor.  Among other things, the enhanced
powers will facilitate the Monitor providing additional assistance
to the Company in light of the personnel changes identified above.

                         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.


SMF ENERGY: Fuel Distributor Goes Bankrupt After Funding Dried Up
-----------------------------------------------------------------
SMF Energy Corp., a provider of fuel and lubricants for the
trucking, manufacturing and construction industries, filed for
Chapter 11 protection (Bankr. S.D. Fla. Case No. 12-19084) on
April 15 in its hometown in Fort Lauderdale, Florida, after the
lender Wells Fargo Bank NA shut off access to a revolving credit
loan.

SMF disclosed $37.0 million in assets and $25.17 million in
liabilities as of Dec. 31, 2011.

Subsidiaries H & W Petroleum Company, Inc., SMF Services, Inc.,
and Streicher Realty, Inc., also filed for Chapter 11 protection.

On April 13, 2012, the Company received a declaration from Wells
Fargo Bank, N.A., the Debtors' principal lender, of various events
of default, as defined in the Loan and Security Agreement dated
Sept. 26, 2002.  The Lender also purported to revoke the authority
of the Company to access its own collections of accounts
receivable and declared the Lender's intention not to make any
further revolving Loans to the Company under the Loan Agreement.
Without considering any penalties or additional charges resulting
from the Lender's declaration of the Events of Default, the
current balance owed to the Lender under the Loan Agreement is
approximately $11.2 million, consisting of around $8 million in
revolving loans, a $2.2 million unpaid balance of a Term Loan, and
a $1.0 million mortgage loan.

SMF Energy said the extent of their ability to continue operating
their businesses in the Chapter 11 cases is dependent on the
willingness of Wells Fargo, which asserts a security interest in
substantially all of the Companies' assets, to consent to or
support the Debtors' use of cash collateral during the bankruptcy
cases.  SMF expects Wells Fargo will consent to or support the use
of cash collateral to continue to operate only those portions of
the Debtors' business that have a discernible value as an ongoing
enterprise.  As a result, the Company expects that it will be
required to promptly commence the liquidation of the assets of
those portions of the Companies' business that are not believed to
have a going concern value.

The Company announced on March 16, 2012, it expected a substantial
reduction in sales revenue and earnings for the quarter ended
March 31, 2012, and future periods, and that it expected to report
a loss for the quarters ending March 31 and June 30, 2012, on
account of necessary changes that had been made to its pricing
structure.  The Company also announced on March 16 that it was
seeking to mitigate the adverse impact on revenue and earnings by
instituting significant expense reductions and revenue enhancement
measures but stated that it did not believe that those measures
would be sufficient to offset the revenue and earnings downturn in
the foreseeable future.  The Company further stated it was
considering an overhaul of its business model to permit it to
drastically reduce its back office and interest expense to better
match the Company's total expenses with its revenues.

On March 22, 2012, the Company appointed Soneet Kapila of Kapila &
Company, Ft. Lauderdale, Florida, as its Chief Restructuring
Officer to direct the Company's efforts to increase revenues and
reduce expenses required by the decision to change the Company's
pricing structure.  The Company also indicated it was actively
pursuing strategic alternatives, including potential business
combinations and the development of new business partnerships.

To date, the Company's vigorous efforts to reduce operating losses
by increasing revenue and decreasing expenses have been
unsuccessful.  Competitive pressures have prevented the Company
from increasing prices and, despite layoffs and other cost cutting
measures, expenses have not been reduced in an amount sufficient
to offset the decreased revenue since the change in pricing
structure.  The Company does, however, intend to continue to
pursue strategic alternatives after the Voluntary Petitions for
those portions of the Companies' business that have a discernible
value as an ongoing enterprise.

The Company has filed a Current Report on Form 8-K with the
Securities and Exchange Commission that provides additional
details, including but not limited to the Lender's April 13 letter
declaring a default under the Loan Agreement.

                         About SMF Energy

SMF Energy Corporation provides petroleum product distribution
services, transportation logistics and emergency response services
to the trucking, manufacturing, construction, shipping, utility,
energy, chemical, telecommunications and government services
industries.  The Company provides its services and products
through 34 locations in the eleven states of Alabama, California,
Florida, Georgia, Louisiana, Nevada, Mississippi, North Carolina,
South Carolina, Tennessee and Texas.  The broad range of services
the Company offers its customers includes commercial mobile and
bulk fueling; the packaging, distribution and sale of lubricants
and chemicals; integrated out-sourced fuel management;
transportation logistics and emergency response services.


ST CATHERINE MEDICAL: CMS Releases Corrective Action Plan
---------------------------------------------------------
Margaret Dick Tocknell, writing for for HealthLeaders Media,
reports that Saint Catherine Medical Center owes 76 vendors an
estimated $2.3 million according to a document released by the
Philadelphia office of the Centers for Medicare & Medicaid
Services.

The CMS document released to HealthLeaders Media includes the
findings of the original survey as well as Saint Catherine's
corrective action plan to address deficiencies.  The report notes
that in an April 3 letter to Merlyn Knapp, the medical center's
CEO, CMS officials said the medical center's Medicare agreement
"will be terminated by April 19 if the immediate jeopardy has not
been removed."

The completion date stated in the CAP for resolving each
deficiency, however, is May 10, the report adds.

A copy of the draft of corrective action plan for Saint
Catherine's is available at:

     http://content.hcpro.com/pdf/content/278922.pdf

HealthLeaders Media relates the document notes that syringes and
saline solutions are in short supply and that preventive
maintenance is behind schedule for critical pieces of medical
equipment such as an EKG, ventilators, and a defibrillator.  The
debts, supply shortages, and equipment problems were discovered
during a complaint survey conducted at the Ashland, Pa. facility
on March 27 on behalf of CMS by the Pennsylvania Department of
Health.  According to state and federal officials the deficiencies
and violations placed patient health and safety in immediate
jeopardy.

HealthLeaders Media says the state has placed a ban on new
admissions to Saint Catherine, as well as surgical services,
emergency, and outpatient procedures at the 67-bed hospital.
Although the medical center is still licensed, there are no
patients at the facility.

Saint Catherine Hospital of Pennsylvania, LLC, dba Saint Catherine
Medical Center of Fountain Springs filed a Chapter 11 petition
(Bankr. M.D. Pa. Case No. 12-02073) on April 9, 2012.  The Debtor
estimated under $50,000 in assets and liabilities.  The Debtor is
represented by John H. Doran, Esq., at Doran & Doran, P.C.


STANDARD PACIFIC: Fitch Affirms 'B-' Issuer Default Rating
----------------------------------------------------------
Fitch Ratings has affirmed its ratings for Standard Pacific Corp.
(NYSE: SPF), including the company's Issuer Default Rating (IDR)
at 'B-'.  The Rating Outlook is Stable.

The rating and Outlook for SPF is influenced by the company's
execution of its business model, relatively aggressive land
acquisition strategy, geographic and product line diversity and
healthy liquidity position.  While Fitch expects somewhat better
prospects for the housing industry this year, there are still
challenges facing the housing market, which are likely to
meaningfully moderate the early stages of this recovery.
Nevertheless, SPF has the financial flexibility to navigate
through the still difficult market conditions and continue to
invest in land opportunities to fuel growth in the coming years.

SPF is focused on growing its operations by investing in new
communities, particularly in land-constrained markets.  Following
the significant reduction of its land supply during the 2006 -2009
periods, SPF began to increase its land holdings during 2010 and
2011.  At Dec. 31, 2011, the company had 26,444 lots controlled, a
12.3% increase over the previous year and an almost 38% growth
over year-end 2009 land holdings.  Its owned and optioned lot
positions increased 13.5% and 16.4% as compared to 2010,
respectively, while its joint venture lot position fell 15.3%
year-over-year.  Based on the latest twelve month closings, SPF
controlled 10.5 years of land and owned roughly 7.9 years of land.

SPF increased its average community count by 17% to 152 active
communities during 2011 as compared to 2010.  The company spent
roughly $437 million on land ($304 million) and development ($133
million) during 2011 compared to $336 million in 2010.  In 2012,
management expects roughly $400 - 500 million in total land spend,
including an estimated $150 million of land development costs.
Fitch is comfortable with this strategy given the company's
healthy liquidity position, well-laddered debt maturity schedule
and management's demonstrated ability to manage its spending.
While land and development spending will remain a priority, Fitch
expects that the company will adhere to its strict underwriting
guidelines and continue to maintain adequate liquidity.

The company ended 2011 with $406.8 million of unrestricted cash
and $190.5 million of availability under its unsecured revolving
credit facility.  Fitch expects the company will be cash flow
negative by about $150 million during 2012 and its cash position
will decline to around $200 million at year-end 2012 as the
company continues to invest in land and development.
Additionally, the company has approximately $50 million of debt
coming due this year.  Fitch expects SPF will maintain liquidity
of approximately $400 million from a combination of cash and
revolver availability.

The company continues to have relatively heavy exposure in the
state of California, generating over 50% of its revenues and
holding more than 60% of the dollar value of its real estate
inventory in this state.  SPF also has operations in major
metropolitan markets in Texas, Arizona, Nevada, Colorado, Florida
and the Carolinas.  The company has a substantial presence and
ranks in the top 10 in most of the markets where it operates.

SPF constructs homes within a wide range of prices and sizes, with
an emphasis on move-up buyers.  During 2011, management estimates
that 73% of its deliveries were directed to the move-up/luxury
market, while 27% were to entry-level buyers.  By comparison, 67%
of its deliveries during 2010 were to move-up/luxury buyers, while
33% were directed to the entry-level market.

The company reported higher year-over-year home deliveries during
the second half of 2011, and homebuilding revenues grew 28%
compared to the second half of 2010.  SPF also reported
improvement in net orders in each of the last three quarters of
2011, leading to a 64.5% increase in homes in backlog at year-end
2011 compared with year-end 2010.  The significant increase in
backlog, combined with the company's strategy to grow subdivision
count by approximately 6% this year, should result in moderately
higher deliveries in 2012 compared with 2011.

Fitch's housing forecasts for 2012 have been raised since the
beginning of the year, but still assume a modest rise off a very
low bottom.  In a slowly growing economy with slightly muted
distressed home sales competition, less competitive rental cost
alternatives, and new home inventories at historically low levels,
single-family housing starts should improve about 10%, while new
home sales increase approximately 8% and existing home sales grow
4%.

Future ratings and Outlooks will be influenced by broad housing
market trends as well as company specific activity, such as trends
in land and development spending, general inventory levels,
speculative inventory activity (including the impact of high
cancellation rates on such activity), gross and net new order
activity, debt levels, cash position and especially free cash flow
trends and uses.  Negative rating actions could occur if the
anticipated recovery in housing does not materialize and the
company prematurely steps up its land /development spending,
leading to consistent and significant negative quarterly cash flow
from operations and diminished liquidity position.  Positive
rating actions could be considered if the recovery in housing is
significantly better than Fitch's current outlook and the company
continues to maintain a healthy liquidity position.

Fitch has affirmed the following ratings for SPF with a Stable
Outlook:

  -- IDR at 'B-';
  -- Senior unsecured notes at 'B-/RR4';
  -- Unsecured Revolving Credit Facility at 'B-/RR4';
  -- Senior subordinated debt at 'CC/RR6'.

Fitch has also assigned a 'B-/RR4' rating to the company's $210
million unsecured revolving credit facility.

The 'RR4' Recovery Rating (RR) on the company's unsecured debt
indicates average recovery prospects for holders of these debt
issues.  Standard Pacific's exposure to claims made pursuant to
performance bonds and joint venture debt and the possibility that
part of these contingent liabilities would have a claim against
the company's assets were considered in determining the recovery
for the unsecured debt holders.  The 'RR6' on Standard Pacific's
senior subordinated notes indicate poor recovery prospects in a
default scenario. Fitch applied a liquidation value analysis for
these RRs.


STARLIGHT INVESTMENTS: UK Liquidators File Chapter 15 Petition
--------------------------------------------------------------
Liquidators of Starlight Investments Limited filed a Chapter 15
petition (Bankr. S.D.N.Y. Case No. 12-11566) in Manhattan on
April 16, 2012.

London, England-based Starlight ceased operations in 2008 when
receivers of the Debtor were appointed by lender Norwich Union
Mortgage Finance Limited.  The Debtor was placed into creditors'
voluntary liquidation in April 2009.

Melvyn J. Carter, John A.G. Alexander and Robin H. Davis, of
Carter Backer Winter LLP, in their capacity as joint liquidators,
are seeking the U.S. Court's recognition of the creditors'
voluntary liquidation of the Debtor in the United Kingdom as a
foreign main proceeding.  In the alternative, if the U.K.
proceeding is not eligible, the petitioners seek recognition of
the proceeding as foreign non-main proceeding.

The Joint Liquidators seek approval of the Chapter 15 Petition and
recognition of the UK Proceeding so that they may freely sell
shares or exercise warrants held by the Debtor in both Modigene,
Inc. and WaferGen Bio-systems, Inc.  Specifically, the Debtor owns
200,000 shares of Modigene common stock, a warrant to purchase
50,000 shares of Modigene common stock, 200,000 shares of WaferGen
common stock and a warrant to purchase 60,000 share of WaferGen
common stock.  Shares of Modigene trade publicly on the American
Stock Exchange and shares of WaferGen trade publicly on the Over-
the-Counter Bulletin Board.  Based on current market data, the
Stock is worth in aggregate approximately $1,000,000 subject to
fluctuations in the volatile financial markets.

Timothy W. Walsh, Esq., at DLA Piper LLP (US), in New York, serves
as counsel of the foreign representative.

The Debtor is estimated to have assets of $100 million to $500
million and debts of $500 million to $1 billion.


STARLIGHT INVESTMENTS: Chapter 15 Case Summary
----------------------------------------------
Chapter 15 Petitioner: Melvyn J. Carter
                       Joint Liquidator

Chapter 15 Debtor: Starlight Investments Limited
                   Carter Backer Winter LLP
                   Enterprise House
                   21 Buckle Street
                   London EI 8NN
                   United Kingdom

Bankruptcy Case No.: 12-11566

Type of Business: The Debtor was a company that provides corporate
                  financial services and specializes in merger and
                  acquisition consulting and research.

                  London, England-based Starlight is not currently
                  operating and ceased to operate in 2008 when
                  receivers of the Debtor were appointed by lender
                  Norwich Union Mortgage Finance Limited.  The
                  Debtor was placed into creditors' voluntary
                  liquidation in April 2009.

Chapter 11 Petition Date: April 16, 2012

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

Debtor?s Counsel: Timothy W. Walsh, Esq.
                  DLA PIPER LLP (US)
                  1251 Avenue of the Americas
                  New York, NY 10020-1104
                  Tel: (212) 335-4500
                  Fax: (212) 335-4501
                  E-mail: timothy.walsh@dlapiper.com

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

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

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


STERLING SHOES: Town Shoes Transaction to Close May 22
------------------------------------------------------
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.  All inquiries regarding the CCAA
proceedings affecting Sterling should be directed to the Monitor
at www.alvarezandmarsal.com/sterling or by contacting Tom Powell
of A&M at: (+1) 604-639-0846.  Capital West Partners has acted as
financial advisor to Sterling in connection with the Transaction.

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.


STOCKTON, CA: Can Suspend Police Accrued Sick Payouts, Judge Says
-----------------------------------------------------------------
American Bankruptcy Institute reports that Stockton, the central
California city trying to avert bankruptcy, can continue
suspending accrued vacation and sick time payouts for its retiring
and departing police officers, a state judge ruled on Friday.

As reported in the Troubled Company Reporter on March 14, 2012,
Stockton, California, was sued by the indenture trustee after
failing to make a payment of about $780,000 due Feb. 25 on $32.8
million in parking garage revenue bonds. The city council voted in
February to default on about $2 million in bond payments as a
prelude under state law for conducting workout negotiations with
bondholders.


SWORDFISH FINANCIAL: Incurs $1.4 Million Net Loss in 2011
---------------------------------------------------------
Swordfish Financial, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $1.36 million on $0 of sales in 2011, compared with a
net loss of $2.69 million on $0 of sales in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $3.94 million
in total assets, $5.98 million in total liabilities, and a
$2.03 million total stockholders' deficit.

For 2011, Patrick Rodgers, CPA, PA, in Altamonte Springs, 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
negative cash flows from operations the past three years.

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

                        http://is.gd/FgAy7b

                     About Swordfish Financial

Rockwall, Tex.-based Swordfish Financial, Inc., formerly Nature
Vision, Inc., designed, manufactured and marketed outdoor
recreation products primarily for the sport fishing and hunting
markets.  Based on the limited assets, product lines and resources
remaining after the M&I Business Credit LLC liquidation, Swordfish
Financial, Inc. has decided that there is not enough remaining of
the Nature Vision operations to continue as an outdoor
recreations products company and will concentrate on the business
on being an asset recovery company and using the financial
resources recovered to retire the Company's debts and invest in
other businesses domestically and internationally.




TBS INTERNATIONAL: Suspending Filing of Reports with SEC
--------------------------------------------------------
TBS International plc filed a Form 15 notifying of its
suspension of its duty under Section 15(d) to file reports
required by Section 13(a) of the Securities Exchange Act of 1934
with respect to its Class A ordinary shares.  Pursuant to Rule
12g-4, the Company is suspending reporting because there was no
holder of Class A shares as of April 16, 2012.

                       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.

The Plan of Reorganization of TBS International plc and certain of
its subsidiaries became effective on April 12, 2012.




TEEKAY CORP: Moody's Says Tanker Sale Credit Negative
-----------------------------------------------------
Moody's Investors Service said the planned sale of thirteen
conventional tankers by Teekay Corporation ("Teekay" or "Parent")
to its subsidiary Teekay Tankers, Ltd. ("TNK", not rated) is
credit negative for Teekay because structural subordination of the
$450 million of Teekay's 8.5% unsecured notes due 2020 ("Notes",
rated B2) will increase. The companies have valued the transaction
at $455 million, which exceeds by about 10% Moody's estimate of
the current charter-free market value of the ships. Teekay will
not receive any cash, but will transfer $430 million of funded
debt to TNK and receive newly-issued Class A shares of TNK valued
at $25 million. The companies expect the transaction to close on
or before June 30, 2012.

Teekay Corporation, a Marshall Islands corporation headquartered
in Hamilton, Bermuda, having its main operating office in
Vancouver, Canada, operates a fleet of 150 owned, chartered-in or
managed crude, refined products, LNG, LPG and FPSO vessels,
including 11 newbuildings on order. Moody's ratings analysis is
based on the company's consolidated financial statements.
Consolidated results include those of three publicly-listed
subsidiaries: Teekay LNG Partners L.P., Teekay Offshore Partners
L.P. and Teekay Tankers Ltd. as well as from its owned fleet.
Teekay controls the General Partner of the partnerships and also
retains voting control of TNK. The first two are master limited
partnerships. Each is required to distribute (or dividend) to
unitholders (or equityholders) substantially all of its
distributable cash flow, net of stipulated reserves. Moody's
assumes that, while a contractual obligor of only approximately
$600 million of its daughters' debt obligations, Teekay would
provide financial support to any of its daughters during an event
of stress at one or more of these companies.


TELETOUCH COMMUNICATIONS: Incurs $3MM Net Loss in Feb. 29 Quarter
-----------------------------------------------------------------
Teletouch Communications, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $3 million on $7.72 million of total operating
revenues for the three months ended Feb. 29, 2012, compared with a
net loss of $942,000 on $9.35 million of total operating revenues
for the three months ended Feb. 28, 2011.

The Company reported net income of $4.01 million on $26.12 million
of total operating revenues for the nine months ended Feb. 29,
2012, compared with a net loss of $1.87 million on $27.27 million
of total operating revenues for the nine months ended Feb. 28,
2011.

The Company's balance sheet at Feb. 29, 2012, showed $18.35
million in total assets, $24.81 million in total liabilities and a
$6.45 million total shareholders' deficit.

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

                        http://is.gd/6YaVEO

                         About Teletouch

Teletouch Communications, Inc., offers a comprehensive suite of
wireless telecommunications solutions, including cellular, two-way
radio, GPS-telemetry and wireless messaging.  Teletouch is an
authorized provider of AT&T (NYSE: T) products and services
(voice, data and entertainment) to consumers, businesses and
government agencies, as well as an operator of its own two-way
radio network in Texas.  Recently, Teletouch entered into national
agency and distribution agreements with Sprint (NYSE: S) and
Clearwire (NASDAQ: CLWR), providers of advanced 4G cellular
network services.  Teletouch operates a chain of 26 retail and
agent stores under the "Teletouch" and "Hawk Electronics" brands,
in conjunction with its direct sales force, customer care (call)
centers and various retail eCommerce Web sites including:
http://www.hawkelectronics.com/and http://www.hawkexpress.com/

Through its wholly-owned subsidiary, Progressive Concepts, Inc.,
Teletouch operates a national distribution business, PCI
Wholesale, primarily serving large cellular carrier agents and
rural carriers, as well as auto dealers and smaller consumer
electronics retailers, with product sales and support available
through http://www.pciwholesale.com/and
http://www.pcidropship.com/among other B2B oriented Web sites.

As reported by the TCR on Sept. 1, 2011, BDO USA, LLP, in Houston,
Texas, noted that the Company has increasing working capital
deficits, significant current debt service obligations, a net
capital deficiency along with current and predicted net operating
losses and negative cash flows which raise substantial doubt about
its ability to continue as a going concern.


TN-K ENERGY: Reports $1.2 Million Net Income in 2011
----------------------------------------------------
TN-K Energy Group Inc. filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing net income
before taxes of $1.25 million on $1.88 million of revenue in 2011,
compared with net income before taxes of $2.78 million on $1.29
million of revenue in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $1.98 million
in total assets, $7.48 million in total liabilities and a $5.51
million total stockholders' deficit.

For 2011, Sherb & Co., LLP, in New York, expressed substantial
doubt about the Company's ability to continue as a going.  The
independent auditors noted that the Company has incurred recurring
operating losses and will have to obtain additional financing to
sustain operations.

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

                        http://is.gd/DPt4hw

                        About TN-K Energy

Crossville, Tenn.-based TN-K Energy Group, Inc., an independent
oil exploration and production company, engaged in acquiring oil
leases and exploring and developing crude oil reserves and
production in the Appalachian basin.


TRANS ENERGY: Reports $8.9 Million Net Income in 2011
-----------------------------------------------------
Trans Energy, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing net income of
$8.92 million on $14.72 million of revenue in 2011, compared with
net income of $17.92 million on $6.09 million of revenue in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $58.22
million in total assets, $30.78 million in total liabilities and
$27.44 million in total stockholders' equity.

For 2011, Maloney + Novotny, LLC, in Cleveland, Ohio, noted that
the Company has generated significant losses from operations and
has a working capital deficit of $18,362,177 at Dec. 31, 2011,
which together raises 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/2dho9L

                        About Trans Energy

St. Mary's, West Virginia-based Trans Energy, Inc. (OTC BB: TENG)
-- http://www.transenergyinc.com/-- is an independent energy
company engaged in the acquisition, exploration, development,
exploitation and production of oil and natural gas.  Its
operations are presently focused in the State of West Virginia.


TRIMURTI INVESTMENTS: Files for Chapter 11 in Orlando
-----------------------------------------------------
Trimurti Investments, Inc., filed a Chapter 11 petition (Bankr.
M.D. Fla. Case No. 12-05071) on April 17, 2012 in its hometown in
Orlando, Florida.

Since its inception in 2005, the Debtor has been in the business
of acquiring, developing and holding commercial real property
located in Jacksonville, Orlando and Apopka.  The Debtor has
acquired and currently holds nine commercial properties, five of
which are currently leased to long-term tenants.  Pragatiben
Patel, who resides in the United Kingdom, owns 100% of the Debtor.

The Debtor estimates the aggregate value of all of its properties
is $12.95 million.

The Debtor has $18.8 million of secured debt:

  Secured Lender                 Outstanding Debt Amount
  --------------                 -----------------------
  Fifth Third                              $8,200,000
  BankFirst (Apopka property)              $2,219,434
  BankFirst (Jacksonville property)          $718,131
  Commerce National Bank                     $764,342
  PNC                                        $590,527
  IBB                                      $4,600,000
  Florida Bank                             $1,746,656

The Debtor has $150,000 in non-insider unsecured debt, comprised
of debt for condominium association dues, trade creditors,
maintenance costs, and attorneys' fees.

Justin M. Luna, Esq., at Latham, Shuker, Eden & Beaudine, LLP, in
Orlando, counsel to the Debtor, explains in a court filing, "The
Debtor acquired each of its properties through mortgage financing
with a number of institutional lenders before the national real
estate crash in late 2008.  As a result, nearly all of its
properties are now underwater.  As the Debtor's real estate values
have dropped, so have its rental rates.  Furthermore, the Debtor
has been unable to find suitable tenants for its vacant properties
that would enable the Debtor to service the debt associated with
the respective properties and otherwise enable the business to
cash flow.  Consequently, the rents the Debtor receives from
current tenants barely cover, or in some cases do not cover,
required debt service payments for all the Debtor's properties."

Two of the Debtor's secured creditors, BankFirst and PNC Bank,
National Association, as successor by merger to RBC Bank,
instituted mortgage foreclosure proceedings against the Debtor.
On March 12, 2012, PNC acquired a final judgment of foreclosure
against the Debtor for the Debtor's real property in Orlando,
Florida.  The judgment amount is $590,527, and the foreclosure
sale is set for May 14, 2012.  On March 20, 2012, BankFirst
acquired a Final Judgment of Foreclosure against the Debtor for
the Debtor's real property in Apopka.  The judgment amount is
$2,219,434, and the foreclosure sale is set for April 23, 2012.

Accordingly, the Debtor filed the Chapter 11 case to restructure
its secured debts to align with current property values and rental
rates, to allow the business to cash flow to pay all of its
creditors, and to prevent the two foreclosure sales from going
forward.  The Debtor believes restructuring the secured debts
through a plan of reorganization will allow it to operate on a
positive cash flow basis for the benefit of all creditors over
time.

The Debtor on the Petition Date filed various motions to use cash
collateral of the secured lenders.


TRIMURTI INVESTMENTS: Case Summary & Creditors List
---------------------------------------------------
Debtor: Trimurti Investments, Inc
        1801 Premier Row
        Orlando, FL 32809

Bankruptcy Case No.: 12-05071

Chapter 11 Petition Date: April 17, 2012

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

About the Debtor: Since its inception in 2005, the Debtor has been
                  in a business of acquiring, developing and
                  holding commercial real property located in
                  Jacksonville, Orlando and Apopka.  The Debtor
                  has acquired and currently holds nine commercial
                  properties, five of which are currently leased
                  to long-term tenants.  Pragatiben Patel, who
                  resides in the United Kingdom, owns 100% of the
                  Debtor.

Debtor's Counsel: Justin M. Luna, Esq.
                  LATHAM, SHUKER, EDEN & BEAUDINE, LLP
                  P.O. Box 3353
                  Orlando, FL 32802-3353
                  Tel: (407) 481-5800
                  Fax: (407) 481-5801
                  E-mail: bankruptcynotice@lseblaw.com

                         - and ?

                  Christopher R. Thompson, Esq.
                  LATHAN,SHUKER,EDEN & BEAUDINE, LLP
                  111 N. Magnolia Avenue, Suite 1400
                  Orlando, FL 32801
                  Tel: (407) 481-5800
                  Fax: (407) 481-5801
                  E-mail: cthompson@lseblaw.com

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

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

The petition was signed by Suketu Patel, vice president.

Debtor's List of Its 15 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Riverwatch Condo Assoc.            Condo Assoc. Dues       $38,312
76 Laura Street, Suite 301
Jacksonville, FL 32202

Riverwatch Condo Assoc.            Mold Removal            $32,478
76 Laura Street, Suite 301         Assessment
Jacksonville, FL 32202

Riverwatch Condo Assoc.            Electricity             $15,223
76 Laura Street, Suite 301
Jacksonville, FL 32202

Orange City Tax Collector          2011 Property Tax       $13,900

Baker Hostelter                    Legal Fees              $10,037

William H. Cross                   CPA Fees                 $8,800

Firemans Fund                      Insurance Premiums       $6,760

Riverwatch Condo Assoc.            Cleaning Services        $5,986

Insurance Office of America        Insurance Premiums       $2,840

Metro Pak Four Condo Assoc.        Condo Fees               $4,604

Milam Howard Nicandri              Legal Fees               $2,099
Dees & Gillam

Try-Cor Electric                   Electrical Repairs       $1,609

All Star Lighting Inc.             Electrical Repairs       $1,397

City of Apopka                     Water Utilities            $413

Integrated Systems of FL Inc.      Repairs/Maintenance         $91


TRW AUTOMOTIVE: S&P Affirms 'BB+' Corp. Credit Rating; Outlook Pos
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Livonia, Michigan-based automotive product producer and supplier
TRW Automotive Inc. The 'BB+' corporate credit rating, along with
all related issue-level ratings on the company's debt, was
affirmed.

"We believe that TRW's solid competitive position in the global
auto market, profitability, continuing free cash generation from
operations, modest leverage, and strong liquidity could support an
upgrade to investment grade in the year ahead if the following
uncertainties are resolved. We would need to have confidence that
the antitrust investigation continuing in Europe will not result
in a material negative use of cash or adverse shift in business
prospects for TRW. We would also need to believe that the weak
economy in Europe will not cause TRW's European business to report
losses or use cash. We would also need to believe that TRW will
maintain a moderate financial policy that balances the
requirements of shareholders with those of creditors, and the
company's 2014 maturities will need to have been refinanced," S&P
said.

"The 'BB+' rating on TRW reflects our assessment of the company's
financial risk as 'intermediate' and its business risk profile as
'fair.' The intermediate financial risk profile reflects the
company's moderate financial policy, which has led to permanent
debt reduction using discretionary cash flow. TRW's profits and
cash flow in 2011 benefited from the continuing recovery in global
auto markets, even though auto sales were mixed in its key
European market, because the company significantly cut costs
during the economic downturn that had reduced its breakeven level
of sales in North America and Europe. In 2012, we estimate that
TRW's revenues will rise only modestly. This is because we expect
European production to decline by perhaps 6% this year and for the
company's largest North American customers -- the Michigan 3
automakers -- to have flat production. The rating also reflects
the company's intentional reduction in financial risk, including
debt and pension reduction in 2011, which we believe will better
position it to mitigate future volatility in the highly cyclical
and competitive auto industry," S&P said.

"At the current rating, we believe TRW can sustain adjusted
leverage of 2.0x or less during the next year, funds from
operations (FFO) to total debt of 40% or better, and at least $200
million in free cash flow per year, even if North American and
European auto demand does not improve substantially. As of Dec.
31, 2011, leverage stood at 1.3x and FFO to total debt was 71%.
Free cash flow from operations totaled $537 million," S&P said.

"We believe the company's low breakeven point in all of its
regional markets, achieved through restructuring beginning in the
recession, will allow it to maintain EBITDA margins of about 10%
(by our calculation) and cash generating capabilities. Still, we
expect some costs could rise over time, such as volatile commodity
costs, and we note the company expects its 2012 and 2013 margins
to remain under pressure as it spends to complete an ongoing
multi-facility investment in China. However, we expect TRW to
retain a focus on cost control and flexibility, enabling it to
generate free cash flow that we estimate can reach $250 million in
2012, after capital spending and cash pension and other
postemployment benefit funding. Our rating reflects our belief
that the company will not use a material amount of surplus cash
for shareholder dividends or stock repurchases until the European
economy has stabilized--and even then, that it will maintain
strong liquidity and acceptable credit metrics," S&P said.

"TRW manufactures active and passive auto safety products (61% and
22% of 2011 revenues, respectively) and is a major Tier 1 supplier
to automakers in the global light-vehicle market. TRW derives the
balance of its revenues from electronics (5%) and other auto
components (12%). In our opinion, the company has demonstrated its
ability to compete in difficult markets as a supplier to
automakers that require global capabilities, scalability, product
innovation, and solid financial health from their Tier 1
suppliers. We do not expect TRW's business focus or customer
exposure to change in any material way in the next two years,
although automaker diversity should increase over time as the
company wins new business with its non-dominant customers," S&P
said.


TURKPOWER CORP: Delays Form 10-Q for Feb. 29 Quarter
----------------------------------------------------
TurkPower Corporation was unable to compile the necessary
financial information required to complete the review of its
filing of its quarterly report for the period ended Feb. 29, 2012,
without unreasonable effort or expense.  The Company expects to
file within the extension period.

                    About TurkPower Corporation

New York-based TurkPower Corporation (formerly Global Ink Supply
Co.) was incorporated on Nov. 4, 2004, in Delaware.  On May 11,
2010, Global Ink Supply Co. changed its name to TurkPower
Corporation.

On Dec. 23, 2009, the Company entered into the consulting and
service operations business, offering domestic and international
clients consulting services.  The Company acts as a full-service
operator for wind, hydro, solar, and geothermal energy parks in
Turkey.  The Company also generates revenue by entering into
agreements with other entities to provide consulting services to
clients in the energy market.

The Company reported a net loss of $5.86 million on $64,308 of
revenue for the year ended May 31, 2011, compared with a net loss
of $511,149 on $215,050 of revenue during the prior year.

The Company's balance sheet at Nov. 30, 2011, showed $11.86
million in total assets, $5.36 million in total liabilities and
$6.49 million in total stockholders' equity.

For fiscal 2011, MaloneBailey LLP, in Houston, Texas, noted that
the Company has incurred losses from operations and has a working
capital deficit as of May 31, 2011, which raises substantial doubt
about its ability to continue as a going concern.


UNIVERSAL BIOENERGY: Incurs $2.1 Million Net Loss in 2011
---------------------------------------------------------
Universal Bioenergy, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $2.11 million on $71.74 million of revenue in 2011,
compared with a net loss of $2 million on $41.32 million of
revenue in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $11.21
million in total assets, $10.91 million in total liabilities and
$295,890 in total stockholders' equity.

For 2011, Bongiovanni & Associates, CPA'S, in Cornelius, North
Carolina, noted that the Company has suffered recurring operating
losses, has an accumulated deficit, has negative working capital,
and has yet to generate an internal cash flow that 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/gfYHRm

                      About Universal Bioenergy

Universal Bioenergy Inc., is an alternative energy company
headquartered in Irvine, California.  The Company's new strategic
direction is to develop and market a diverse product line of
alternative and natural energy products including, natural gas,
solar, biofuels, wind, wave, tidal, and green technology products.


VIASYSTEMS INC: Moody's Affirms 'B2' CFR; Outlook Positive
----------------------------------------------------------
Moody's Investors Service affirmed the B2 ratings of Viasystems,
Inc., a wholly owned subsidiary of Viasystems Group, Inc., on the
Corporate Family (CFR), Probability of Default (PDR) and Senior
Secured Notes due 2015 (the "2015 Notes"). Moody's also assigned a
B2 rating to the proposed $550 million senior secured notes, which
will refinance the 2015 Notes and fund the acquisition of DDi
Corp. for $282 million in cash. The rating outlook is positive.

Ratings Rationale

The affirmation of the B2 CFR reflects Moody's expectation that
Viasystems' operating performance and good execution of its
high/mid-volume business strategy will be further enhanced by the
pending acquisition of DDi, a North American quick-turn printed
circuit board (PCB) fabricator with a focus on high mix/low-volume
prototyping applications. Viasystems will add about $330 million
of debt to the capital structure. However, with existing total
debt to EBITDA of 1.8x (Moody's adjusted as of December 2011),
Viasystems has enough capacity at the B2 rating level to absorb
incremental debt. Moody's estimates Viasystems' total debt to
EBITDA will increase to around 3.3x (Moody's adjusted pro forma to
include DDi's EBITDA, but exclude synergies and one-time costs)
through the end of 2012. This still compares favorably to median
leverage that is two turns higher at 5.4x for B2-rated cross
industry peers.

Following the DDi purchase, Moody's believes Viasystems will have
an enhanced business profile with reduced earnings volatility that
compensates for higher leverage. Moody's anticipates DDi will help
Viasystems increase scale, reduce customer concentration and
improve product and end market diversity. With DDi, Viasystems
will more than double its revenue in the military/aerospace
segment (to 10% of revenue from 4%) and reduce exposure to the
more volatile telecommunications and automotive markets (to 48% of
revenue from 56%). Additional benefits include an expanded
geographic footprint with increased North American manufacturing
capacity in the higher margin multi-layer PCB quick-turn business,
$10 million of expected cost synergies and a more comprehensive
set of technologies and engineering capabilities to service a
broader range of customers. This should enable Viasystems to
compete more effectively, expand into new markets and produce
additional share gains.

These positive attributes are offset by Viasystems' still high
customer concentration (top ten clients will represent about 48%
of pro forma combined revenue), mid single-digit operating margins
and exposure to commodity prices, rising wages in China and
volatile end markets. Further, the rating captures the cyclical
nature of the PCB and electronics manufacturing services (EMS)
industries, resulting in limited demand and pricing visibility.
The rating also recognizes Viasystems' sizable working capital and
capital expenditure requirements during periods of rising customer
demand and strong revenue growth, which can result in episodes of
negative free cash flow.

Viasystems maintains adequate liquidity supported by cash balances
of $71 million at December 2011 ($82 million pro forma for the
combination with DDi). Due principally to a multi-year PCB
capacity expansion project and the need to transfer production to
new facilities, Moody's expects negative free cash flow of $30 to
$50 million in 2012, following $33 million of negative free cash
flow in 2011. Viasystems has access to approximately $90 million
under the combination of its $75 million ABL credit facility and
supplemented by two China-based Renminbi-denominated credit
facilities that can also fund borrowings in U.S dollars.

The positive rating outlook reflects Moody's expectation that
existing client relationships will remain relatively steady and
Viasystems' capacity expansion investments will lead to strong
volume growth from existing and new customers, drive adjusted
operating margins to the 6% to 8% range (excludes one-time costs)
and produce positive free cash flow in 2013.

Ratings could be upgraded to the extent: (i) Viasystems were to
demonstrate sustained improvement in operating margins as a result
of benefits derived from the DDi acquisition; and (ii) higher
capex investments were expected to result in positive free cash
flow to total adjusted debt sustained in the range of 4% to 8%.
Ratings could be downgraded if loss of customers/market share or
pricing pressures due to increasing competition or a weak economic
environment led to margin erosion and impaired interest coverage,
negative free cash flow lasting more than four consecutive
quarters and leverage sustained above 4.5x total adjusted debt to
EBITDA.

Ratings Affirmed:

Corporate Family Rating at B2

Probability of Default Rating at B2

$220 Million 12% Senior Secured Notes due January 2015 --
B2 (LGD-3, 49%)

Rating Assigned:

$550 Million Senior Secured Notes due 2019 -- B2 (LGD-3, 49%)

The assigned rating is subject to review of final documentation
and no material change in the terms and conditions of the
transaction as advised to Moody's. Viasystems intends to use the
proceeds from the new secured debt offering to repay the existing
2015 Notes and to finance the purchase of DDi for $282 million.
Moody's will withdraw the rating on the 2015 Notes upon their full
retirement.

The principal methodologies used in rating Viasystems were Global
Distribution and Supply Chain Services published in November 2011,
and Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

Headquartered in St. Louis, Missouri, Viasystems, Inc. is a wholly
owned subsidiary of Viasystems Group, Inc.  The company is a
provider of complex multi-layer printed circuit boards (PCB) and
electro-mechanical solutions.  Viasystems is a supplier to over
800 original equipment manufacturers (OEMs) as well as several
Tier-1 electronics manufacturing services (EMS) providers.
Revenue for the fiscal year ended December 31, 2011 was $1.1
billion.


VOLT INFORMATION: Fitch Withdraws Low-B Rating on $42-Mil. Loan
---------------------------------------------------------------
Fitch Ratings has affirmed and subsequently withdrawn Volt
Information Sciences, Inc.'s (OTC: VISI) ratings as follows:

  -- Issuer Default Rating (IDR) at 'BB';
  -- $42 million senior unsecured facility due February 2013 at
     'BB';
  -- Secured 8.2% $10 million term loan at 'BBB-'.

The Rating Outlook for all ratings is Negative.

Fitch has withdrawn Volt's ratings due to the lack of audited
financial statements.

Volt has delayed filing its financial statements with the
Securities and Exchange Commission since the second quarter of
2009 while it reviews certain contracts going back to 2002.  Volt
is continuing its review and restatement process but the company
has not provided an estimate of a completion date.

Fitch notes that in the company's limited financial reporting, the
company's staffing segment, which generates more than 85% of the
company's revenue, has shown improved operational results on a
quarterly basis over the last two years.

Volt has also reported its liquidity position on an ongoing basis.
The company had a strong liquidity position as of Jan. 29, 2012
when it had approximately $51 million of unrestricted cash and
short-term investments, as well as $70 million available on its
accounts receivable securitization program.  In addition, bank
borrowings were fully collateralized by nearly $36 million in
restricted cash.

In May 2010, the company entered a security arrangement with its
bank lenders whereby it will maintain cash collateral of 105%
against outstanding borrowings, and as long as the cash collateral
is maintained, the company will not have to comply with the
facility's financial covenants.  If not otherwise negotiated,
under certain conditions the company may seek to be released from
the cash collateral requirements.

The company has obtained agreements from accounts receivable
securitization program lenders extending the time to deliver
required audited financial statements to Sept. 15, 2012.

Fitch is cognizant that the potential restatement primarily
reflects the timing of the recognition of revenues and costs and
does not have an impact on cash.


VU1 CORP: Incurs $9.1 Million Net Loss in 2011
----------------------------------------------
Vu1 Corporation filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$9.08 million on $7,816 of revenue in 2011, compared with a net
loss of $4.62 million on $0 of revenue in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $437,629 in
total assets, $5.09 million in total liabilities and a $4.65
million total stockholders' deficit.

For 2011, Peterson Sullivan LLP, in Seattle, Washington, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
incurred a net loss of $9,081,622, and it had negative cash flows
from operations of $5,780,066 in 2011.  In addition, the Company
had an accumulated deficit of $79,581,191 at Dec. 31, 2011.

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

                        http://is.gd/TraVxb

                       About Vu1 Corporation

New York City-based Vu1 Corporation (OTC BB: VUOC)
-- http://www.Vu1.com/-- designs, develops and manufactures
mercury-free light bulbs using the Company's proprietary Electron
Stimulated Luminescence(TM), or ESL, lighting technology.


WABASH NATIONAL: Moody's Assigns 'B1' CFR/PDR; Outlook Stable
-------------------------------------------------------------
Moody's Investors Service has assigned a B1 rating to Wabash
National Corporation's proposed term loan due 2019. At the same
time, Moody's assigned Corporate Family and Probability of Default
Ratings of B1, and a Speculative Grade Liquidity Rating of SGL-2.
The ratings outlook is stable.

Ratings Rationale

The B1 Corporate Family Rating reflects the sizeable amount of
debt that the company has undertaken to fund the $360 million
acquisition of liquid tank transportation and vessel containment
equipment manufacturer Walker Group Holdings LLC. While the nearly
$500 million of total debt represents only one-third of combined
pro forma 2011 revenue, leverage relative to earnings will be
elevated due to recent soft margins. Pro forma 2011 Debt to EBITDA
is estimated to be in excess of 5 times, which is somewhat weak
for a B1-rated company. Other metrics are more supportive of the
rating, however: EBIT to Interest of almost 4 times and retained
cash flow to debt estimated at 15% are strong for this rating
category. Moody's anticipates strong growth in demand for truck
trailers and other equipment provided by Wabash and Walker over
the next few years, tracking the improving trucking freight
environment in the U.S. This is evidenced by a growing backlog for
equipment that provides revenue visibility. As such, Moody's
expects that the company will be able to lower leverage over the
next few years to levels that map more closely to the current
rating, both through improving operating profit and a modest
amount of debt repayment. Moreover, Moody's views Wabash's
acquisition of Walker as a supportive factor to the ratings, as
Walker will likely add a modest amount of diversity to Wabash's
revenue base with a more stable stream of operating income.

The highly cyclical nature of trucking equipment demand is a key
constraint on Wabash's ratings. Historically, Wabash's revenues
have been highly volatile. Although Wabash generated almost $1.2
billion in sales in 2011, it reported sales of only 30% of that
level as recently as 2009, during the last cyclical downturn.
While Moody's anticipates strong revenue growth over the near term
during the current industry upswing, Moody's also expects that
Wabash's sales would be subject to severe contraction, accompanied
by dramatic reductions in operating margins, during periods of
cyclical downturns.

The senior secured term loan is rated B1, which is the same as the
corporate family and probability of default ratings. The term loan
ranks senior to the company's proposed $150 million of convertible
unsecured notes, and equal in ranking to Wabash' $150 million ABL
facility. However, the term loan only has a second lien claim on
the key tangible assets that reside on the company's balance
sheet, accounts receivable and inventory. As such, Moody's has
ranked this class of debt behind the ABL facility in Moody's
assessment of Loss Given Default ('LGD'), which limits the upward
notching consideration for this class of debt that is provided by
the sizeable unsecured debt in the company's debt structure.
Moody's estimates that the term loan would incur substantial loss
in the event of default, as suggested by its Loss Given Default
Assessment of LGD4.

Wabash's Speculative Grade Liquidity rating of SGL-2 reflects
Moody's assessment that the company maintains a good liquidity
position. Anticipating growth in business activity over the next
12-18 months, Moody's expects that the company will be able to
generate operating cash flow well in excess of its capital
spending plan. Much of the free cash flow Wabash generates will
likely be used to repay debt, while the company is expected to
maintain cash balances in excess of $30 million. Wabash maintains
a $150 million revolving credit facility, which Moody's views as
appropriate for a company of this size. Moody's expects that the
company will be compliant with financial covenants prescribed
under its new term loan facility. However, Moody's also notes that
the covenants will become more restrictive over time, reflecting
increased profitability assumed in the company's operating plan.
This suggests that, over the longer term, Wabash could become
susceptible to diminishing room under financial covenants during a
cyclical downturn, at which point waivers or amendments to the
term loan agreement may become necessary.

The stable ratings outlook reflects Moody's expectations that the
company will be able to grow its revenue base over the near term
as trucking equipment demand increases, while improving operating
margins in the 5-7% range. This should allow the company to cover
its growing working capital and capital investment requirements
over the next 1-2 years, while generating adequate free cash flow
to repay modest amount of its term loan. Ratings or their outlook
could be adjusted downward if operating margins fall below 4%, or
if free cash flow becomes substantially negative. Debt to EBITDA
in excess of 5.5 times, EBIT to Interest of less than 1.8 times,
or Retained Cash Flow to Debt of less than 10% could result in
lower ratings. In addition, any material tightness to financial
covenants prescribed under either the ABL or term loan facility,
possibly resulting from weaker than expected operating
performance, could pressure the ratings downward. Upward rating
consideration could be warranted if the company were to repay a
substantial portion of its term loan while demonstrating on-going
revenue growth at stronger operating margins. In particular, Debt
to EBITDA of less than 3.0 times or EBIT to Interest of over 4
times throughout the industry cycle could warrant a ratings
upgrade.

Assignments:

  Issuer: Wabash National Corporation

     Probability of Default Rating, Assigned B1

     Speculative Grade Liquidity Rating, Assigned SGL-2

     Corporate Family Rating, Assigned B1

     Senior Secured Bank Credit Facility, Assigned B1, LGD4-50%

Wabash National Corporation, headquartered in Lafayette, IN, is a
leading designer and manufacturer of commercial truck trailers and
related transportation equipment.


WEGENER CORP: Incurs $363,702 Net Loss in March 2 Quarter
---------------------------------------------------------
Wegener Corp. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $363,702 on $2.36 million of net revenues for the three months
ended March 2, 2012, compared with a net loss of $970,584 on $1.43
million of net revenues for the three months ended March 4, 2011.

The Company reported a net loss of $1.22 million on $3.57 million
of net revenues for the six months ended March 2, 2012, compared
with a net loss of $996,360 on $4.40 million of net revenues for
the six months ended March 4, 2011.

The Company's balance sheet at March 2, 2012, showed $6.03 million
in total assets, $8.74 million in total liabilities, all current,
and a $2.70 million total capital deficit.

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

                        http://is.gd/zwBZX7

                        About Wegener Corp.

Johns Creek, Ga.-based Wegener Corporation --
http://www.wegener.com/-- was formed in 1977 and is a Delaware
corporation.  The Company conducts its continuing business through
Wegener Communications, Inc. (WCI), a wholly-owned subsidiary.
WCI, a Georgia corporation, is an international provider of
digital video and audio solutions for broadcast television, radio,
telco, private and cable networks.

The Company reported a net loss of $1.46 million for the year
ended Sept. 2, 2011, compared with a net loss of $2.31 million for
the year ended Sept. 3, 2010.

The Company's balance sheet at Dec. 2, 2011, showed $7.16 million
in total assets, $9.50 million in total liabilities, all current,
and a $2.34 million total capital deficit.

In its report on the Company's 2011 results, Habif, Arogeti &
Wynne, LLP, in Atlanta, Georgia, noted that the Company has
suffered recurring losses from operations and has a capital
deficiency that raise substantial doubt about its ability to
continue as a going concern.

                        Bankruptcy warning

In its Form 10-K for the period ended Sept. 2, 2011, the Company
said that its ability to continue as a going concern is dependent
on generating sufficient new orders and revenues in the very near
term to provide sufficient cash flow from operations to pay the
Company's current level of operating expenses, to provide for
inventory purchases and to reduce past due amounts owed to vendors
and service providers.  No assurances may be given that the
Company will be able to achieve sufficient levels of new orders in
the near term to provide adequate levels of cash flow from
operations.  Should the Company be unable to achieve near term
profitability and generate sufficient cash flow from operations,
the Company would need to raise additional capital or obtain
additional borrowings beyond the Company's existing loan facility.
The Company currently has limited sources of capital, including
the public and private placement of equity securities and
additional debt financing.  No assurances can be given that
additional capital or borrowings would be available to allow the
Company to continue as a going concern.  If near term shippable
bookings are insufficient to provide adequate levels of near term
liquidity and any required additional capital or borrowings are
unavailable, the Company will likely be forced to enter into
federal bankruptcy proceedings.


WINLAND ELECTRONICS: Gets NYSE Amex Non-Compliance Notice
---------------------------------------------------------
Winland Electronics, Inc. received a notice from NYSE Amex LLC
indicating that Winland is not in compliance with certain of the
Exchange's continued listing standards as set forth in Part 10 of
the Exchange's Company Guide, and Winland has therefore become
subject to the procedures and requirements of Section 1009 of the
Company Guide.  Specifically, Winland was cited by the Exchange
for noncompliance with the following section of the Company Guide:
-- Section 1003(a)(iii) -- stockholder's equity of less than
$6,000,000 and losses from continuing operations and/or net losses
in Winland's five most recent fiscal years.

Winland has been afforded the opportunity to submit a plan of
compliance to the Exchange by May 11, 2012 that provides for
Winland to regain compliance with Section 1003(a)(iii) by May 29,
2013. If Winland does not submit a plan or if the plan is not
accepted by the Exchange, Winland will be subject to delisting
procedures as set forth in Section 1010 and part 12 of the Company
Guide.

                     About Winland Electronics

Winland Electronics, Inc.  -- www.winland.com/ -- is an industry
leader of critical condition monitoring devices.  Products
including EnviroAlert, WaterBug, TempAlert, Vehicle Alert and more
are designed in-house to monitor critical conditions for
industries including health/medical, grocery/food service,
commercial/industrial, as well as agriculture and residential.
Proudly made in the USA, Winland products are compatible with any
hard wire or wireless alarm system and are available through
distribution worldwide. Headquartered in Mankato, MN, Winland
trades on the NYSE Amex Exchange under the symbol WEX.


WJO INC: Cash Collateral Hearing Scheduled for April 25
-------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of
Pennsylvania, according to WJO, Inc.'s case docket, approved a
thirteenth stipulation authorizing continued access to the cash
collateral.

A hearing is set for April 25, 2012, at 9:30 a.m. on the Debtor's
further access to the cash collateral.

As reported in the Troubled Company Reporter on Jan. 24, 2012, as
adequate protection from diminution in value of the lender's
collateral, the Debtor's prepetition lender is granted valid and
perfected replacement liens in all of the Debtor's assets.

                          About WJO Inc.

Bristol, Pennsylvania-based WJO, Inc., operates six family
practices located in Newtown, Bristol, Bensalem, Bustleton, South
Philadelphia, and Bethlehem, Pennsylvania and consists of Board
Certified Osteopathic Physicians specializing in Family Medicine.
Prior to the petition date, and to allow the Company to
restructure effectively, HyperOx Inc., HyperOx I, LP, HyperOx
III, LP, and East Coast TMR, Inc., were merged into WJO.

WJO filed for Chapter 11 bankruptcy protection (Bankr. E.D. Pa.
Case No. 10-19894) on Nov. 15, 2010.  The Debtor disclosed
$19,923,802 in assets and $6,805,255 in liabilities as of the
Chapter 11 filing.

Holly Elizabeth Smith, Esq., and Thomas Daniel Bielli, Esq., at
Ciardi Ciardi & Astin, P.C., serve as the Debtor's bankruptcy
counsel.  Pond Lehocky Stern Giordano serves as the Debtor's
special counsel to represent it in worker's compensation
proceedings pertaining to the Therapeutic Magnetic Resonance
treatments.  Patrick Yun serves as the Debtor's financial advisor.
Attorneys at Keifer & Tsarouhis LLP serve as counsel to the
official committee of unsecured creditors.  ParenteBeard LLC
serves as the Committee's accountant and financial advisor.

The United States Trustee has appointed David Knowlton as patient
care ombudsman in the case.  The Ombudsman is represented in the
case by Karen Lee Turner, Esq., at Eckert Seamans Cherin &
Mellott, LLC, as counsel.

Tristate Capital Bank, the cash collateral lender, is represented
in the case by lawyers at Benesch Friedlander Coplan & Aronoff
LLP.


WORLD HEALTH: Former CEO Pleas Guilty on Fraud & Tax Evasion
------------------------------------------------------------
Brian Bowling at Pittsburgh Tribune-Review reports that Richard E.
McDonald, the former CEO of a Wilkins medical company, has pleaded
guilty in federal court to five fraud and tax evasion charges.

According to the report, Mr. McDonald resigned as the CEO of World
Health Alternatives in 2005.  The temporary medical staffing
company filed for Chapter 11 bankruptcy protection six months
after he resigned and a rival bought its assets.  Mr. McDonald
pleaded guilty to one count each of wire fraud, securities fraud,
certifying false statements to the Securities and Exchange
Commission, payroll tax evasion and income tax evasion.

The report relates federal investigators said Mr. McDonald, who
became CEO in 2003, transferred company money to his personal
account, persuaded investors to send payments for newly issued
stock to his personal account, manipulated records to conceal
World Health's $2.3 million in unpaid payroll taxes and overstated
the amount of loans McDonald allegedly made to the company.  He
also understated the company's outstanding shares to give auditors
and investors a false picture of the company's financial health,
investigators said.

The report says, at the time of his indictment, prosecutors said
shareholders lost about $200 million.  Assistant U.S. Attorney
Shaun Sweeney said that both sides have agreed to a calculated
loss of $41 million.

The report notes U.S. District Judge Joy Flowers Conti scheduled
McDonald's sentencing for Aug. 17.

                  About World Health Alternatives

Headquartered in Pittsburgh, Pennsylvania, World Health
Alternatives Inc. -- http://www.whstaff.com/-- is a premier
human resource firm offering specialized healthcare personnel for
staffing and consulting needs in the healthcare industry.  The
company and six of its affiliates filed for chapter 11 protection
on Feb. 20, 2006 (Bankr. D. Del. Case Nos. 06-10162 to 06-10168).
Stephen M. Miller, Esq. at Morris James LLP and Felton E. Parrish,
Esq. at King & Spalding LLP represented the Debtors.  Edward J.
Kosmowski, Esq., and Erin Edwards, Esq., at Young, Conaway,
Stargatt & Taylor represented the Official Committee of Unsecured
Creditors.  When the Debtors filed for protection from their
creditors, they estimated assets and debts between $50 million and
$100 million.

On Oct. 31, 2006, the Court converted the Debtors' cases into
chapter 7 proceedings.  George L. Miller was appointed trustee.
Mr. Miller was represented by Anthony M. Saccullo, Esq. at Fox
Rothschild LLP.


Z TRIM HOLDINGS: Reports Continued Sales Growth in Q1 2012
----------------------------------------------------------
Z Trim Holdings, Inc., announced it recorded, in the first quarter
of 2012, its highest first quarter revenues in Company history ?
growth of 26% over last year's first quarter.

"Z Trim ingredients continue to help manufacturers reduce costs
and make better products for consumers," said Steve Cohen, Z Trim
CEO.  "Food companies that have yet to make use of our products
are missing out on an opportunity to increase margins and improve
their products at a time of rising ingredient prices and shipping
costs."

                            About Z Trim

Mundelein, Ill.-based Z Trim Holdings, Inc., is a functional food
ingredient company which provides custom product solutions that
help answer the food industry's problems.  Z Trim's revolutionary
technology provides value-added ingredients across virtually all
food industry categories.  Z Trim's all-natural products, among
other things, help to reduce fat and calories, add fiber, provide
shelf-stability, prevent oil migration, and add binding capacity
-- all without degrading the taste and texture of the final food
products.

The Company reported a net loss of $6.94 million in 2011, compared
with a net loss of $10.91 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $4.27 million
in total assets, $13.01 million in total liabilities, $3.85
million in total commitment and contingencies and a $12.59 million
total stockholders' deficit.

M&K CPAs,PLLC, in Houston, Texas, expressed substantial doubt
about the Company's ability to continue as a going concern
following the 2011 financial results.  The independent auditors
noted that the Company had a working capital deficit and
reoccurring losses as of Dec. 31, 2011.


ZOO ENTERTAINMENT: Incurs $25.8 Million Net Loss in 2011
--------------------------------------------------------
Zoo Entertainment, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $25.87 million on $9.94 million of revenue in 2011,
compared with a net loss of $14.03 million on $63.44 million of
revenue in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $2.06 million
in total assets, $15.24 million in total liabilities and a $13.18
million total stockholders' deficit.

For 2011, EisnerAmper LLP, in Edison, New Jersey, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has both incurred losses and experienced net cash outflows from
operations since inception.

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

                        http://is.gd/FveEEN

                      About Zoo Entertainment

Cincinnati, Ohio-based Zoo Entertainment, Inc. (NASDAQ CM: ZOOG)
is a developer, publisher and distributor of interactive
entertainment for Internet-connected consoles, handheld gaming
devices, PCs, and mobile devices.


* Moody's Sees Negative Conditions for Not-for-Profit Hospitals
---------------------------------------------------------------
With upgrades matching downgrades in the first quarter of this
year, negative credit conditions are likely to persist for US not-
for-profit hospitals, says Moody's Investors Service in its
quarterly ratings report for the sector.

Rating activity for the sector in the first quarter saw 11
upgrades and 11 downgrades for an equal ratio of 1.0 to 1.
However, the dollar amount of upgraded debt, $2.75 billion,
exceeded the dollar amount of downgraded debt, $1.44 billion, for
a ratio of 1.91 to 1, reflecting the fact that many of the
upgraded providers are larger systems with greater debt capacity.
Smaller providers are at a disadvantage relative to their larger
peers, triggering at least as many downgrades but affecting
smaller debt issuances.

"While downgrades and upgrades were on par with each other during
the first quarter, we expect downgrades to eventually outpace
upgrades by the end of the year," said Associate Analyst Carrie
Sheffield, author of the report. "This assumption reflects the
pressures facing the not-for-profit healthcare sector and the fact
that the majority of hospital ratings under review are tending
toward downgrade."

Moody's affirmed 66 ratings in the quarter, representing 75% of
all rating activity and affecting approximately $28 billion of
debt, which is consistent with the longstanding historical trend
of affirmations far exceeding rating changes.

"Upgrades in the first quarter were largely due to improved
financial performance and better balance sheet metrics as some
areas of the US show economic improvement and volumes stabilized
or showed growth," said Ms. Sheffield. "Downgrades continued in
service areas hit hardest by the recession, many of them
experiencing reduced or unfavorable reimbursements from government
and commercial payers, volume declines, and management and
governance problems."

Moody's found that rating downgrades were more pronounced than
upgrades as providers were downgraded an average of 1.55 notches
compared to upgrades averaging 1.09 notches. Three of the 11
downgrades were downgraded three notches each, indicating more
intense rating pressure in the negative direction.

"Because upgrades have been driven largely by short-term increases
in government payments through state provider tax programs and
savings achieved by mergers or affiliation synergies, it is clear
there are still fundamental weaknesses in the sector that are
likely to persist over the longer-term,"
Ms. Sheffield said.

As of March 31, five ratings were under review, four for possible
downgrade and one for possible upgrade. The amount of debt on
review for downgrade, $604 million, is far greater than the debt
on review for upgrade, $45 million.


* Cadwalader's Peter Friedman Among Law360's Rising Star Under 40
-----------------------------------------------------------------
Pete Brush at Bankruptcy Law360 reports that when power company
Dynegy Inc. placed an ailing subsidiary into Chapter 11 in
November, creditor U.S. Bank NA had to move quickly to protect its
loan investments. The bank reached out to Cadwalader Wickersham &
Taft LLP partner Peter M. Friedman, who helped his new client
reach a favorable settlement and earned a spot on Law360's list of
bankruptcy attorneys under 40 to watch.


* Cozen O'Connor Adds Three Dewey & LeBoeuf Attorneys
-----------------------------------------------------
Cozen O'Connor disclosed that Michael D. Klein will join the
firm's energy, environmental & public utility practice group,
splitting his time between the firm's Washington, DC and
Harrisburg, Pa., offices.  He joins from Dewey & LeBoeuf where he
was a partner and practiced for more than 20 years. Also joining
the energy, environmental & public utility practice group are
former Dewey & LeBoeuf associates Ahren S. Tyron, who will join
the firm as a Member, and Joshua L. Belcher who will join as an
associate.

"Michael, Ahren and Joshua bring significant experience with
renewable energy development projects, the rights of natural gas
owners and producers, especially in the Marcellus Shale area of
Pennsylvania, and major wind projects," said Cozen O'Connor
President and Executive Partner Michael Heller.  "In addition,
Michael's knowledge as a former general counsel to one of the
nation's largest water suppliers and outside counsel to the
National Association of Water Companies-PA Chapter gives him
unparalleled national expertise in the water industry.  We are
thrilled to welcome these attorneys to grow our practice in such
developing and critical areas of law."

"Cozen O'Connor has an excellent reputation and robust energy and
environment practices in all of the key geographies like
Pennsylvania, Texas and Washington, D.C., that are important to my
client base in the natural gas, wind and water sectors," said
Klein.  "Joining this rapidly growing firm is a great opportunity
to expand my reach and provide top-level service for my clients."

Michael Klein has extensive experience in the areas of utility and
environmental law, eminent domain, finance and construction law.
He represents utilities, municipalities and corporations, and
handles an array of drinking-water, sanitary-sewer and water-
rights cases.  He is legal counsel to chapters of several U.S. and
international associations of public water suppliers, and formerly
served as general counsel to water companies in Pennsylvania,
Virginia, Maryland, West Virginia, Kentucky and Tennessee. Klein
represents clients in litigation, mergers, acquisitions, and
public and private financings.  He is also active in representing
public and private owners in the siting and permitting of
drinking-water, wastewater, wind-power, natural gas, oil and
solid-waste disposal facilities.

Klein earned his undergraduate degree from Kings College (B.A.,
magna cum laude, 1973) and his law degree from the Dickinson
School of Law at Pennsylvania State University (J.D., 1976).

Ahren Tryon combines complementary skills in energy, environmental
and transportation law to provide a range of services to energy
industry clients.  He has advised clients in mergers and
acquisitions, licensing proceedings, and judicial and
administrative litigation matters.  Additionally, he has
represented clients before the Federal Energy Regulatory
Commission (FERC), Nuclear Regulatory Commission (NRC), Surface
Transportation Board (STB) and federal courts.  As a law clerk for
FERC, Tryon gained first-hand knowledge of the energy issues
facing both government agencies and private industries.  He
expanded on his experience as a presiding official and as the
counsel to the Western Region, Pipeline and Hazardous Materials
Safety Administration in the Department of Transportation.  He
also served as a member of the White House Task Force for Energy
Project Streamlining.  In addition to his work in the energy
practice area, Tryon has built upon his government experience in
environmental law, including National Environmental Policy Act
compliance and matters before the Council on Environmental
Quality.

Tryon earned his undergraduate degree from the University of
Minnesota (B.S., 1999) and his law degree from the Georgetown
University Law Center (J.D., 2002).

Joshua Belcher advises clients on all aspects of federal and state
environmental law, as well as emergent climate change-related
issues and the potential regulation of greenhouse gases.  He
maintains a broad-based practice that includes compliance
counseling, transactional due diligence, and litigation and
enforcement matters.  Belcher's clients are drawn primarily from
the energy and manufacturing industries, but he also advises water
utilities and municipal authorities on various transactional and
administrative law matters.  He has additional experience with
legacy contamination issues under CERCLA and RCRA in the contexts
of bankruptcy claims and brownfields redevelopment.

Belcher earned his undergraduate degree from the University of
Texas (B.A., 2002), his master's degree in environmental law from
the Vermont Law School (M.S., magna cum laude, 2008) as well as
his law degree (J.D., cum laude, 2008).

Established in 1970 and ranked among the 100 largest law firms in
the United States, Cozen O'Connor has 575 attorneys who help
clients manage risk and make better business decisions.  The firm
counsels clients on their most sophisticated legal matters in all
areas of the law, including litigation, corporate, and regulatory
law. Representing a broad array of leading global corporations and
ambitious middle market companies, Cozen O'Connor serves its
clients' needs through 21 offices across two continents.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In re 928 Broadway Holdings, LLC
   Bankr. S.D.N.Y. Case No. 12-11325
      Chapter 11 Petition filed March 30, 2012
         See http://bankrupt.com/misc/nysb12-11325p.pdf
         See http://bankrupt.com/misc/nysb12-11325c.pdf
         represented by: James M. Sullivan, Esq.
                         Moses Singer LLP, PC
                         E-mail: jsullivan@mosessinger.com

In re Desmond Ellington
   Bankr. S.D.N.Y. Case No. 12-11330
     Chapter 11 Petition filed March 31, 2012

In re DSU Staffing, Inc.
   Bankr. E.D.N.C. Case No. 12-02507
      Chapter 11 Petition filed April 1, 2012
         See http://bankrupt.com/misc/nceb12-02507.pdf
         represented by: Danny Bradford, Esq.
                         Paul D. Bradford, PLLC
                         E-mail: dbradford@bradford-law.com

In re Michael Hess
   Bankr. E.D. La. Case No. 12-11002
    Chapter 11 Petition filed April 1, 2012

In re Eric Japan Auto Engines, Inc.
        aka Japan Eric Auto Engines, Inc.
   Bankr. N.D. Texas Case No. 12-32016
      Chapter 11 Petition filed April 1, 2012
         See http://bankrupt.com/misc/txnb12-32016.pdf
         represented by: Herman A. Lusky, Esq.
                                  E-mail: mail@lusky.com

In re Charles Jackson
   Bankr. S.D. Texas Case No. 12-32416
    Chapter 11 Petition filed April 1, 2012

In re Gregory Evanson
   Bankr. D. Ariz. Case No. 12-06799
    Chapter 11 Petition filed April 2, 2012

In re Luis Campos
   Bankr. D. Ariz. Case No. 12-06757
    Chapter 11 Petition filed April 2, 2012

In re Richard Christopher
   Bankr. D. Ariz. Case No. 12-06760
    Chapter 11 Petition filed April 2, 2012

In re Alternative Graphics, Inc.
        dba Wilson Printing
   Bankr. C.D. Calif. Case No. 12-11378
      Chapter 11 Petition filed April 2, 2012
         See http://bankrupt.com/misc/cacb12-11378.pdf
         represented by: William C. Beall, Esq.
                         Beall and Burkhardt
                         E-mail: artyc@aol.com

In re Barbara Brown
   Bankr. C.D. Calif. Case No. 12-21695
    Chapter 11 Petition filed April 2, 2012

In re Gerardo Martinez
   Bankr. C.D. Calif. Case No. 12-11379
    Chapter 11 Petition filed April 2, 2012

In re Jayanthi Swaminath
   Bankr. N.D. Calif. Case No. 12-52489
    Chapter 11 Petition filed April 2, 2012

In re Aaron Clubb
   Bankr. S.D. Calif. Case No. 12-04782
    Chapter 11 Petition filed April 2, 2012

In re Bennie Clubb
   Bankr. S.D. Calif. Case No. 12-04790
    Chapter 11 Petition filed April 2, 2012

In re American Energy Resources Corporation
   Bankr. D. Colo. Case No. 12-16438
      Chapter 11 Petition filed April 2, 2012
         filed pro se

In re Anytime 677, LLC
   Bankr. D. Colo. Case No. 12-16442
      Chapter 11 Petition filed April 2, 2012
         See http://bankrupt.com/misc/cob12-16442.pdf
         represented by: Timothy R. Franklin, Esq.
                         E-mail: tfranklin@rmlawgrp.com

In re H & M Petroleum Corporation
   Bankr. D. Colo. Case No. 12-16439
      Chapter 11 Petition filed April 2, 2012
         filed pro se

In re Future Vision Ventures, Inc.
   Bankr. S.D. Fla. Case No. 12-18098
      Chapter 11 Petition filed April 2, 2012
         See http://bankrupt.com/misc/flsb12-18098.pdf
         represented by: Christopher L Hixson, Esq.
                         E-mail: chixson@floridalawyer.com

In re Green Oak Enterprises, LLC
   Bankr. N.D. Ga. Case No. 12-58823
      Chapter 11 Petition filed April 2, 2012
         See http://bankrupt.com/misc/ganb12-58823.pdf
         represented by: Edward F. Danowitz, Jr., Esq.
                         Danowitz & Associates, P.C.
                         E-mail: edanowitz@danowitzlegal.com

In re Sylvia Houston
   Bankr. N.D. Ga. Case No. 12-58771
    Chapter 11 Petition filed April 2, 2012

In re Lindel Williams
   Bankr. D. Mass. Case No. 12-12786
    Chapter 11 Petition filed April 2, 2012

In re Engineered Building Systems Co. Inc.
   Bankr. E.D. Mich. Case No. 12-48440
      Chapter 11 Petition filed April 2, 2012
         See http://bankrupt.com/misc/mieb12-48440p.pdf
         See http://bankrupt.com/misc/mieb12-48440c.pdf
         represented by: Elias Xenos, Esq.
                         E-mail: etx@XenosLawFirm.Com

In re Hudson Property Group, LLC
   Bankr. E.D. Mich. Case No. 12-48353
      Chapter 11 Petition filed April 2, 2012
         See http://bankrupt.com/misc/mieb12-48353p.pdf
         See  http://bankrupt.com/misc/mieb12-48353c.pdf
         represented by: Mark H. Shapiro, Esq.
                             E-mail: shapiro@steinbergshapiro.com

In re L.E.C. Properties Partnership
   Bankr. E.D. Mich. Case No. 12-48355
      Chapter 11 Petition filed April 2, 2012
         See http://bankrupt.com/misc/mieb12-48355.pdf
         represented by: Mark H. Shapiro, Esq.
                         E-mail: shapiro@steinbergshapiro.com

In re B-PWR, LLC
   Bankr. D. Nev. Case No. 12-13827
      Chapter 11 Petition filed April 2, 2012
         represented by: Michael R. Hogue, Esq.
                         Bogatz & Associates
                         E-mail: mhogue@isbnv.com

In re Jack R. Whitehorn Trust
   Bankr. D. Nev. Case No. 12-13900
      Chapter 11 Petition filed April 2, 2012
         See http://bankrupt.com/misc/nvb12-13900.pdf
         represented by: Paul J. Adras, Esq.
                         Law Offices Of Paul J. Adras, PC
                         E-mail: paul@adraslaw.com

In re Paul Phan
   Bankr. D. Nev. Case No. 12-13902
    Chapter 11 Petition filed April 2, 2012

In re Jose Eleuterio
   Bankr. D. N.J. Case No. 12-18714
    Chapter 11 Petition filed April 2, 2012

In re Robert DePalma
   Bankr. D. N.J. Case No. 12-18699
    Chapter 11 Petition filed April 2, 2012

In re Stuart Lamb
   Bankr. D. N.M. Case No. 12-11289
    Chapter 11 Petition filed April 2, 2012

In re Snavelys Ford LLC
   Bankr. E.D.N.C. Case No. 12-02532
      Chapter 11 Petition filed April 2, 2012
         See http://bankrupt.com/misc/nceb12-02532.pdf
         represented by: Douglas Q. Wickham, Esq.
                         Hatch, Little & Bunn, LLP
                         E-mail: dqwickham@hatchlittlebunn.com

In re BTR Properties LLC
   Bankr. D. S.C. Case No. 12-02151
      Chapter 11 Petition filed April 2, 2012
         filed pro se
         See http://bankrupt.com/misc/scb12-02151.pdf


In re Jeffery Callahan
   Bankr. M.D. Tenn. Case No. 12-03203
    Chapter 11 Petition filed April 2, 2012

In re Time Trade Properties, LLC
   Bankr. S.D. Texas Case No. 12-32560
      Chapter 11 Petition filed April 2, 2012
         See http://bankrupt.com/misc/txsb12-32560.pdf
         represented by: Samuel L. Milledge, Esq.
                         E-mail: milledge@milledgelawfirm.com


In re Kiddos CDC Inc.
   Bankr. E.D. Va. Case No. 12-32122
      Chapter 11 Petition filed April 2, 2012
         See http://bankrupt.com/misc/vaeb12-32122.pdf
         represented by: David K. Spiro, Esq.
                         Hirschler Fleischer
                         E-mail: dspiro@hf-law.com

In re Steven Reiswig
   Bankr. D. Ariz. Case No. 12-06871
    Chapter 11 Petition filed April 3, 2012

In re David Gates
   Bankr. C.D. Calif. Case No. 12-11397
    Chapter 11 Petition filed April 3, 2012

In re Fontastics Electronic Graphics, Inc.
        aka Mighty Dots, A Division Of Fontastics Electronic
Graphics, Inc.
        aka MDots, A Division Of Fontastics Electronic Graphics,
Inc.
   Bankr. C.D. Calif. Case No. 12-13125
      Chapter 11 Petition filed April 3, 2012
         See http://bankrupt.com/misc/cacb12-13125.pdf
         represented by: Steven R. Fox, Esq.
                         E-mail: emails@foxlaw.com


In re Spates Excavation & Equipment Rental
   Bankr. C.D. Calif. Case No. 12-13138
      Chapter 11 Petition filed April 3, 2012
         See http://bankrupt.com/misc/cacb12-13138.pdf
         represented by: Janet A. Lawson, Esq.
                         E-mail: jlawsonlawyer@gmail.com

In re Richard Keith
   Bankr. D. Colo. Case No. 12-16506
    Chapter 11 Petition filed April 3, 2012

In re Jane Kaltenheuser
   Bankr. D. D.C. Case No. 12-00245
    Chapter 11 Petition filed April 3, 2012

In re Grace Progressive Missionary Baptist
   Bankr. M.D. Fla. Case No. 12-05123
      Chapter 11 Petition filed April 3, 2012
         See http://bankrupt.com/misc/flmb12-05123.pdf
         represented by: Melody D. Genson, Esq.
                         Melody D Genson, PA
                         E-mail: melodydgenson@verizon.net

In re James Gately
   Bankr. M.D. Fla. Case No. 12-02261
    Chapter 11 Petition filed April 3, 2012

In re Global Empowerment Center, Inc.
        fka Victory House Evangelistic Temple
   Bankr. N.D. Ga. Case No. 12-58931
      Chapter 11 Petition filed April 3, 2012
         See http://bankrupt.com/misc/ganb12-58931.pdf
         represented by: Scott B. Riddle, Esq.
                         E-mail: sbriddle@mindspring.com

In re Jamal Lewis
   Bankr. N.D. Ga. Case No. 12-58938
    Chapter 11 Petition filed April 3, 2012

In re Robino Properties, LLC
   Bankr. W.D. La. Case No. 12-50404
      Chapter 11 Petition filed April 3, 2012
         See http://bankrupt.com/misc/lawb12-50404.pdf
         represented by: David Patrick Keating, Esq.
                                 E-mail: rick@thekeatingfirm.com

In re Euro-Tech Motorcars Ltd.
   Bankr. E.D. Mich. Case No. 12-48498
      Chapter 11 Petition filed April 3, 2012
         See http://bankrupt.com/misc/mieb12-48498p.pdf
         See http://bankrupt.com/misc/mieb12-48498c.pdf
         represented by: Jamie Ryan Ryke, Esq.
                         E-mail: JRyke@savedme.com

In re 2025 Paradise LLC
        dba SOHO West LLC
   Bankr. D. Nev. Case No. 12-13932
      Chapter 11 Petition filed April 3, 2012
         filed pro se
         See http://bankrupt.com/misc/nvb12-13932.pdf

In re Brice Pate
   Bankr. S.D. Texas Case No. 12-32595
    Chapter 11 Petition filed April 3, 2012

In re Kirk Brannan
   Bankr. S.D. Texas Case No. 12-32576
    Chapter 11 Petition filed April 3, 2012

In re Ellen Bacho
   Bankr. W.D. Wash. Case No. 12-13447
    Chapter 11 Petition filed April 3, 2012

In re East River Automotive, Inc.
   Bankr. S.D. W.Va. Case No. 12-10037
      Chapter 11 Petition filed April 3, 2012
         See http://bankrupt.com/misc/wvsb12-10037.pdf
         represented by: Joseph W. Caldwell, Esq.
                         Caldwell & Riffee
                         E-mail: joecaldwell@frontier.com


In re Casmat LLC
    Bankr. D. R.I. Case No. 12-11218
      Chapter 11 Petition filed April 10, 2012
          Filed Pro Se

In re D. Alexandra, Inc.
    Bankr. D. Va. Case No. 12-12340
      Chapter 11 Petition filed April 12, 2012
          represented by George LeRoy Moran, Esq.
                         MORAN MONFORT, PLC
                         E-mail: glmoran@yahoo.com



                            *********

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.


                  *** End of Transmission ***