TCR_Public/120423.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, April 23, 2012, Vol. 16, No. 112

                            Headlines

22ND CENTURY GROUP: Freed Maxick Raises Going Concern Doubt
ACCO BRANDS: Fitch Affirms LT Issuer Default Ratings at 'BB'
AE BIOFUELS: Third Eye Agrees to Purchase Additional $1MM Notes
AES CORP: Fitch Raises Issuer Default Rating to 'BB-'
ALEC NAMAN: Case Summary & 20 Largest Unsecured Creditors

AMERICAN AIRLINES: 3 Unions Support Merger With US Airways
AMERICAN AIRLINES: AE FAs Closely Watching Potential Merger
AMERICAN AIRLINES: Fort Worth & Dallas Chamber Worried on Merger
AMERICAN BIO: Sherb & Co. Raises Going Concern Doubt
AVION POINT: Court Converts Case to Chapter 7

AVISTAR COMMUNICATIONS: Incurs $1.4 Million Net Loss in Q1
BAUSCH & LOMB: Moody's Rates New Secured Credit Facilities 'B1'
BERNARD L. MADOFF: Trustee Sues to Halt Lawsuit in Luxembourg
BROWNIE'S MARINE: Wesley Armstrong Resigns from Board
BUFFETS INC: Amends Schedules of Assets and Liabilities

BUILDERS FIRSTSOURCE: Posts $19.2 Million Net Income in Q1
CAESARS ENTERTAINMENT: Board OKs 231,918 Option Grant to CEO
CARILLON PLACE: Case Summary & 20 Largest Unsecured Creditors
CATALYST PAPER: Obtains June 30 Extension of CCAA Stay Order
CENTRAL FEDERAL: Board Declares 1-for-5 Reverse Stock Split

CENTRAL FEDERAL: Plans to Restructure Terms of Rights Offering
CHINA CEETOP.COM: Clement C.W. Chan Raises Going Concern Doubt
CHINA GREEN ENERGY: PKF Raises Going Concern Doubt
CHINA SHENGHUO: Gets Deficiency Notice From NYSE Amex
CHINA MARKETING: Child Van Wagoner Raises Going Concern Doubt

CICERO INC: Chairman John Steffens Holds 42.6% Equity Stake
CIRCLE ENTERTAINMENT: Bryan Bloom Reappointed as Director
CONDOR INSURANCE: Official, Lawyer Are Liable for $314 Million
CONSTELLATION BRANDS: Fitch Raises Issuer Default Rating to 'BB+'
CRET RESTORATION: Hearing on Case Dismissal Bid Reset for May 1

CYBERDEFENDER CORP: John Combias Ceases to Hold 5% Equity Stake
CYBRDI INC: KCCW Accountancy Raises Going Concern Doubt
DELTA PETROLEUM: Brower Piven Starts Class Suit for Share Buyers
DEWEY & LEBOEUF: Said To Be In Talks With Greenberg on Merger
DEX MEDIA WEST: Bank Debt Trades at 36% Off in Secondary Market

DEX ONE: Closes Tender offer for 12% / 14% Sr. Subordinated Notes
DISCOVER FINANCIAL: Moody's Issues Summary Credit Opinion
DOMINION RESOURCES: Moody's Issues Summary Credit Opinion
ENOVA SYSTEMS: Gets NYSE Amex Exchange Non-Compliance Notice
FARLAP DEVELOPMENT: Case Summary & 9 Largest Unsecured Creditors

FIFTH SEASON INT'L: Marcum Bernstein Raises Going Concern Doubt
FIRSTFED FINANCIAL: FDIC Objects to First Amended Ch. 11 Plan
FNBH BANCORP: BDO USA Raises Going Concern Doubt
FORT LEE FEDERAL: Closed; Alma Bank Assumes All Deposits
GATEWAY VENTURES: Case Summary & 5 Largest Unsecured Creditors

GENERAL MOTORS: New GM Not Required to Honor Extended Warranties
GENWORTH FINANCIAL: Moody's Issues Summary Credit Opinion
GETTY PETROLEUM: Judge Confirms Bionol Clearfield' $240MM Win
GRUBB & ELLIS: Stipulation With Committee and BCG Approved
GUIDED THERAPEUTICS: Appoints Linda Rosenstock to Board

HANMI FINANCIAL: Reports $7.3 Million Net Income in First Quarter
HAWKER BEECHCRAFT: Bank Debt Trades at 46% Off in Secondary Market
HD SUPPLY: Messrs. Holt & Bernasek Quit; V. Amin Named to Board
HD SUPPLY: Consummates Refinancing Transactions
HERCULES OFFSHORE: Files Fleet Status Report as of April 19

HIGH PLAINS: Eide Bailly Raises Going Concern Doubt
HOSTESS BRANDS: Teamsters Committed to Deal Before May 1 Ruling
HOWELL DEVELOPMENT: Case Summary & 9 Largest Unsecured Creditors
HUB INTERNATIONAL: Moody's Affirms 'B3' CFR; Outlook Stable
HWI GLOBAL: Suspending Filing of Reports with SEC

IMAGEWARE SYSTEMS: Registers Add'l 2-Mil. Shares Under Award Plan
IMPERIAL PETROLEUM: Enters Into Joint Venture with Peak Concepts
INFINITY ENERGY: Closes Transactions with Amegy and Off-Shore
INTEGRITY INSURANCE: Court Backs $35-Mil. Asbestos Claim Denial
INTELLICELL BIOSCIENCES: Incurs $32.8 Million Net Loss in 2011

INTELLICELL BIOSCIENCES: Has License Agreement with Regen Medical
INTERLEUKIN GENETICS: Draws $1.3-Mil. Under Pyxis Credit Facility
INTERNATIONAL HOME: Files for Chapter 11 in Puerto Rico
INTERNATIONAL HOME: Case Summary & 20 Largest Unsecured Creditors
IPALCO ENTERPRISES: Fitch Cuts Issuer Default Rating to 'BB+'

J. MOSS: Voluntary Chapter 11 Case Summary
JEFFERSON COUNTY: Ala. Counties, Cities Can File Bankruptcy
JETSTAR PARTNERS: Files Schedules of Assets and Liabilities
JETSTAR PARTNERS: Hires Bell Nunnally as Counsel
KAISER DEVELOPMENT: Case Summary & 2 Largest Unsecured Creditors

LEAGUE NOW: Harris Rattray Raises Going Concern Doubt
LEVEL 3: Subsidiary Provides Full Guarantee to 8.625% Notes
LEVEL 3: To Exchange $900MM 8.625% Senior Notes for New Notes
LEVI STRAUSS: Starbucks CFO Troy Alstead Appointed to Board
MANAUSA HOLDINGS: Case Summary & 13 Largest Unsecured Creditors

MARIANA RETIREMENT FUND: Unidentified Creditors Seek Dismissal
MC2 CAPITAL: Court Permits Panel to Hire Olson as General Counsel
MEDIA GENERAL: Incurs $34.4 Million Net Loss in First Quarter
MIT HOLDING: Swings to $1.3 Million Net Loss in 2011
MOUNTAIN NATIONAL: Names J. Friddell as CEO, M. Brown as Pres.

MMRGLOBAL INC: Has $15 Million Investment Agreement with Granite
NAVARRE INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
NEWPAGE CORP: Noteholders Object to Panel's Claims Validity Probe
NORTEL NETWORKS: Judge Taps Mediator for Retiree Welfare Dispute
NORTHCORE TECHNOLOGIES: Inks New Agreement with Trinity

O&G LEASING: Expands Scope of YoungWilliams Employment
OILSANDS QUEST: Christopher Hopkins Resigns From Board
PETROEXPORT LTD: Judge Won't Dismiss $35-Mil. Suits
PHARMOS CORPORATION: Reports $576,300 Net Loss in Q1 2012
PJ FINANCE: Confirmation Hearing on Joint Plan Adjourned to May 8

PLATINUM STUDIOS: Adam Post Resigns from Board of Directors
PRECISION OPTICS: Receives $1 Million Order for Endoscopes
PROSPECT MEDICAL: Moody's Upgrades CFR to 'B2'; Outlook Stable
REDDY ICE: Reaches $1-Mil. Deal in Shareholders' Cartel Suit
REGENCY CENTERS: Fitch Affirms Preferred Stock Rating at 'BB+'

REGENCY ENERGY: Fitch Rates Series A Preferreds at 'B+'
RESIDENTIAL CAPITAL: Non-Payment Cues Fitch to Cut IDR to 'C'
RITE AID: Jean Coutu Discloses 24.8% Equity Stake
ROBERTS HOTELS: Spartanburg's Clarion Hotel Owner in Chapter 11
ROBERTS HOTELS: Voluntary Chapter 11 Case Summary

ROC FINANCE: Moody's Confirms 'B3' CFR; Outlook Stable
ROCK POINTE: Status Quo on Use of DMARC Cash Until Hearing Set
ROOMSTORE INC: Court Approves BDO USA as Auditor
ROSETTA GENOMICS: Receives Key European Patent on Oncology
ROTHSTEIN ROSENFELDT: Lexington Wants $10-Mil. Pay Order Amended

SABRA HEALTH: Moody's Upgrades CFR to 'B1'; Outlook Stable
SANOHO DEVELOPMENT: Condo Developer Files in San Fernando Valley
SANOHO DEVELOPMENT: Case Summary & 12 Largest Unsecured Creditors
SEQUENOM INC: MaterniT21 PLUS Covered Under MultiPlan Agreement
SIGMA LABS: Pritchett Siler Raises Going Concern Doubt

SKINNY NUTRITIONAL: Issues Add'l 46 Million Shares to Ironridge
SLM CORPORATION: Moody's Issues Summary Credit Opinion
SOLYNDRA LLC: No Creditors Object to Longer Exclusivity
SOUPMAN INC: Posts $741,100 Net Loss in Feb. 29 Quarter
SOUTHERN OAKS: Files Cash Collateral Budget for Q1 2012

SPX ANALYTICS: Files for Chapter 11 in Milwaukee
STARLIGHT INVESTMENTS: To Sell Modigene & WaferGen Shares
STERLING INFOSYSTEMS: Moody's Says Acquisition No Impact on CFR
SYLAMORE VALLEY: Files for Chapter 9 in Batesville, Arkansas
SYLAMORE VALLEY: Chapter 9 Case Summary

TAHITIAN INN: Case Summary & 17 Largest Unsecured Creditors
TARGETED MEDICAL: EFP Rotenberg Raises Going Concern Doubt
TIMMINCO LIMITED: To Proceed With April 24 Auction
TRAFFIC CONTROL: Files for Chapter 11 to Sell Assets
TRAFFIC CONTROL: Case Summary & 30 Largest Unsecured Creditors

TRANS ENERGY: Presented at IPAA Oil and Gas Investment Symposium
TRANSALTA CORP: Moody's Reviews '(P)Ba1' Rating for Downgrade
TRI-VALLEY CORP: Brown Accountancy Raises Going Concern Doubt
TRIBUNE CO: Bank Debt Trades at 33% Off in Secondary Market
TRIMURTI INVESTMENTS: Wants to Use Rental Income in 4 Properties

TW & COMPANY: Security Guard Provider Files for Chapter 11
TW & COMPANY: Case Summary & 20 Largest Unsecured Creditors
TXU CORP: Bank Debt Trades at 47% Off in Secondary Market
TXU CORP: Bank Debt Trades at 43% Off in Secondary Market
UNITED BANCSHARES: McGladrey & Pullen Raises Going Concern Doubt

UNIVERSITY GENERAL: Moss Krusick Raises Going Concern Doubt
US FIDELIS: Settles WARN Suit for $1.4 Million
USEC INC: Hires Consultants to Review Organizational Structure
VHGI HOLDINGS: Pritchett Siler Raises Going Concern Doubt
VIRGINIA TOOLS: Case Summary & 20 Largest Unsecured Creditors

VOICE ASSIST: Mantyla McReynolds Raises Going Concern Doubt
WEST CORP: Reports $34 Million Net Income in First Quarter
WILLIAM LYON: Has 321 New Home Orders for First Quarter
ZHONG WEN: Bongiovanni & Associates Raises Going Concern Doubt

* Posner Discusses Psuedo-Conflict Among Circuit Courts
* Sheriff Isn't Required to Check Bankruptcy Filings

* New Jersey Bank Hikes Year's Failures to 17
* S&P Global Default Tally at 28 as of April 19

* Moody's Says E&S Insurers Challenged by 2011 Catastrophe Losses
* Moody's Says Pharma Sector on Neg. Outlook Over Patent Cliffs

* Moskowitz Among Law360's Top Bankruptcy Attorneys Under 40

* Senate Passes Bill to Head Off Shortage of Bankruptcy Judges

* BOND PRICING -- For Week From April 16 to 20, 2012



                            *********

22ND CENTURY GROUP: Freed Maxick Raises Going Concern Doubt
-----------------------------------------------------------
22nd Century Group, Inc., filed on April 16, 2012, its annual
report on Form 10-K for the fiscal year ended Dec. 31, 2011.

Freed Maxick CPAs, PC), in Buffalo, New York, expressed
substantial doubt about 22nd Century Group's ability to continue
as a going concern.  The independent auditors noted that the
Company has suffered recurring losses from operations and, as of
Dec. 31, 2011, has negative working capital of $1.9 million and a
shareholders' deficit of $1.2 million.  "Additional financing will
be required during 2012 in order to satisfy existing current
obligations and finance working capital needs, as well as
additional losses from operations that are expected in 2012."

The Company reported a net loss of $1.34 million on $1.01 million
of revenues for 2011, compared with a net loss of $1.42 million on
$49,784 of revenue for 2010.

The Company's balance sheet at Dec. 31, 2011, showed $2.39 million
in total assets, $3.60 million in total liabilities, and a
stockholders' deficit of $1.21 million.

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

                       http://is.gd/ihQsGY

Clarence, New York-based 22nd Century Group, Inc., through its
wholly-owned subsidiary, 22nd Century Ltd, is a plant
biotechnology company using technology that allows for the level
of nicotine and other nicotinic alkaloids (e.g., nornicotine,
anatabine and anabasine) in tobacco plants to be decreased or
increased through genetic engineering and plant breeding.


ACCO BRANDS: Fitch Affirms LT Issuer Default Ratings at 'BB'
------------------------------------------------------------
In conjunction with ACCO Brands Corporation's approximately $1.1
billion acquisition of MeadWestvaco Corporation's Consumer and
Office Products business (Mead C&OP), the company obtained a
$1.020 million credit agreement. The purchase price is comprised
of approximately $675 million in ACCO shares and $460 in cash.
Fitch affirms the 'BB' IDR for ACCO and the ratings on existing
debt as follows:

ACCO Brands Corporation

Long-term Issuer Default Ratings (IDR) at 'BB';

$425 million 10.625% senior secured notes due March 2015 at
'BB+';

$175 million senior secured ABL facility due September 2013 at
'BB+';

$246 million 7.625% subordinated notes due August 2015 at 'BB-';

In addition, Fitch assigns ratings to the new Credit Agreement
Commitments with the following obligors as follows:

ACCO Brands Corporation

$200 million US$ senior secured revolving credit commitment due
2017 at 'BB+';

$50 million multicurrency senior secured revolving credit
commitment due 2017 at 'BB+' (ACCO Brands Canada, Inc. is also an
obligor under this facility);

$95 million US$ senior secured Term Loan A Commitment due 2017 at
'BB+';

$450 million US$ senior secured Term Loan B Commitment due 2019
at 'BB+'.

Monaco SpinCo, Inc.

$190 million US$ secured Term Loan A commitment due 2017 at
'BB+';

$500 million senior unsecured note due in 2020 at 'BB'.

ACCO Brands Canada, Inc.

$35 million Canadian $ secured Term Loan A commitment due in 2017
at 'BB+'.

At Dec. 30, 2011, ACCO had $669 million of debt. The ratings of
the existing facilities which encompass the $246 million
subordinated debt, $425 million note and $175 million ABL are
likely to be withdrawn on or near the acquisition closing date.

The new commitments can be terminated if the acquisition does not
close by August 2012. Encompassed within the $1,020B bank facility
are three term loans totaling $770 million and $250 million for
two revolving credit facilities. The bank facilities will be
secured by a first-priority lien on substantially all assets. They
also have a maximum leverage covenant of 4.5 times (x) and a
minimum interest covenant of 3x. Both become more restrictive over
time. The transaction is expected to close during the second
quarter after shareholder approval and other customary items. A
shareholder meeting date is set for April 23, 2012.

Additionally, ACCO is issuing a 10-year, $500 million senior
unsecured note with Monaco SpinCo Inc., a wholly owned subsidiary
of ACCO as obligor. After the merger, the note will be guaranteed
by ACCO and its subsidiaries with ACCO a co-issuer.

The proceeds of the $500 million notes along with $770 million in
bank term loans will be used to fund the $460 million payment to
MeadWestvaco Corporation, refinance the $425 million, 10.625%
senior secured notes due March 2015, and redeem the $246 million,
7.625% senior subordinated notes due August 2015 along with
related fees. On April 16, 2012, ACCO launched a cash tender offer
and consent solicitation for the $425 million senior secured notes
which will expire on May 11, 2012. Fitch expects to withdraw
ratings on the asset-based lending facility loan facility (ABL)
and would withdraw and/or reduce the amount of outstanding on the
$425 million senior secured notes and the $246 million
subordinated note depending on the tender and redemption.

Fitch had previously indicated in its press release of Jan. 30,
2012 that it expected to rate the company's proposed senior
secured credit facilities 'BB+'. Fitch again affirms ACCO's 'BB'
IDR and the 'BB+' rating on the senior secured facilities. The
Outlook is Stable. The ratings and Outlook reflect Fitch's
expectation that ACCO will successfully complete its merger with
Mead C&OP. Mead C&OP is a leading provider of school, office and
time management products in North America and Brazil. The combined
entity will benefit from greater scale, a stronger business
profile, increased profitability and greater cash flow.

Rating Rationale:

Fitch views the transaction as highly positive. The combined
company is estimated to generate revenues in excess of $2 billion
and EBITDA of approximately $300 million. ACCO estimates cost
savings of $20 million annually by 2014. There is a minimal
overlap in the companies' products mix and, more important, Mead
C&OP has a larger presence in the consumer retail channel, which
is complementary to ACCO's strength in the commercial channel.
Another benefit of the merger is greater geographic
diversification as the combined entity will generate 12% of its
sales from Latin America and double ACCO's size in Canada. Mead
C&OP's higher margins and lower operating earnings volatility
reduces the business risk of the combined entities.

Fitch expects credit protection measures to improve following the
merger. The strong profitability of Mead C&OP, the equity
component of the purchase price and refinancing of ACCO's high-
coupon senior secured notes will enhance the combined company's
credit profile. Total debt to operating EBITDA is estimated to be
approximately 3.7x and EBITDA to interest near 4.0x. The combined
entity is estimated to be able to produce $100 million of free
cash flow annually. If the transaction is not completed, Fitch
will review the ratings to ensure they appropriately reflect the
cash flow profile and business risk of ACCO on a standalone basis.

Ratings Drivers:

The office supply industry is in a slow secular decline, with
revenues, operating earnings and cash flow highly correlated to
the business cycle and corporate spending. Expenditures for office
supply products fall during recessionary periods as these items
are considered discretionary. ACCO experienced revenues declines
of approximately 20% in 2008 and 2009 mainly attributed to the
U.S. recession; however, the company was able to maintain EBITDA
margins and even increase them in 2009.

In addition, laptop computers, digital pads and smart phones have
diminished the need for certain paper-based products. Cash flow
can be seasonal, and periodic heightened competition from private
label products can exacerbate pressure on earnings and cash flows.
Although the combined entity will have greater diversification it
will be exposed to these elements, which place a limitation on the
ratings to low investment grade.

ACCO's credit ratings are further limited by its position as a
consolidator in the industry as this growth strategy may lead to
periodic increases in its leverage. Current plans to reduce debt
when the Mead C&OP transaction is executed will provide the
company with greater financial flexibility to make future
acquisitions. As a result, Fitch does not anticipate significant
improvement in the company's credit measures beyond the near-to-
intermediate term. Although ACCO is likely to seek accretive
acquisitions and structure them with a minimal impact on its
credit profile, such deals are at best opportunistic. As the
company is focus on deploying FCF for growth, Fitch does not
expect the firm to engage in either share repurchases or dividends
as they would weaken its credit profile. However, a large debt
financed acquisition without concrete measures to reduce debt
meaningfully below 4.0x will likely lead to a negative rating
action.

Recent Operating Performance and Credit Statistics:

In 2011 ACCO's sales increased 3% due to foreign exchange
translation with volume declines of 2% offset by positive pricing
of 2%. EBITDA and EBITDA margins were flat at $155 million and
11.7% respectively. Funds from operations adjusted leverage has
been trending downward for a number of years to 5.1x in 2011 as
the result of a combination of debt reduction and increased
profits. Leverage will increase this year as the acquisition
related debt is added without a full year of Mead C&OP's profit
and cash flows. Free cash flow improved to $48 million from $41
million in 2010 given less working capital usage. Fitch expects
marked improvement in free cash flow in 2013 when a full year of
Mead C&OP's strong cash generation is added to ACCO's consolidated
results.


AE BIOFUELS: Third Eye Agrees to Purchase Additional $1MM Notes
---------------------------------------------------------------
Aemetis Advanced Fuels Keyes, Inc., a subsidiary of Aemetis, Inc.,
formerly known as AE Biofuels, Inc., entered into Amendment No. 6
to the Note Purchase Agreement with Third Eye Capital Corporation
as Agent.  Pursuant to the Sixth Amendment, Agent agreed to
purchase additional Notes in the original principal amount of
$1,000,000.  The Company agreed to pay an amendment fee to the
Agent of $75,000 in cash and issue 340,000 shares of common stock
of Aemetis, Inc.  As of March 31, 2012, the principal balance and
all accrued and unpaid interest and fees outstanding on the Note
was $5,973,750 and the accrued and unpaid Revenue Participation
was $6,937,999.

Concurrently with the Amendment No. 6 to the Note Purchase
Agreement dated as of April 13, 2012, AAFK entered into a Limited
Waiver to the Note Purchase Agreement and Limited Waiver to the
Note and Warrant Purchase Agreement pursuant to which Third Eye
Capital Corporation and Third Eye Capital Credit Opportunities
Fund - ABL Opportunities Fund waived certain 2012 defaults and
financial covenants.  In exchange for the Limited Waivers, the
Company issued 650,000 shares of common stock of Aemetis, Inc.

On April 13, 2012, Third Eye Capital Corporation, as agent,
entered into the Sixth Amendment pursuant to which Purchaser
purchased an additional $1,000,000 of Senior Secured Term Notes on
the same terms and conditions provided for in the Note Purchase
Agreement dated as of Oct. 18, 2010, as subsequently amended of
Aemetis Advanced Fuels Keyes, Inc., a subsidiary of Aemetis, Inc.

                         About AE Biofuels

AE Biofuels, Inc. (OTC BB: AEBF) -- http://www.aebiofuels.com/--
is a biofuels company based in Cupertino, California, developing
sustainable solutions to address the world's renewable energy
needs.  The Company is commercializing its patent-pending next-
generation cellulosic ethanol technology that enables the
production of biofuels from both non-food and traditional
feedstocks.  Its wholly-owned Universal Biofuels subsidiary built
and operates a nameplate 50 million gallon per year biodiesel
production facility on the east coast of India.

The Company reported a net loss of $1.72 million on $1.59 million
of sales for the three months ended Sept. 30, 2010, compared with
a net loss of $3.78 million on $4.05 million of sales for the same
period a year earlier.

BDO Seidman, LLP, in San Jose, Calif., expressed substantial doubt
about AE Biofuels' ability to continue as a going concern,
following the Company's 2009 results.  The independent auditors
noted that the Company has incurred recurring losses, and has a
working capital deficit and total stockholders' deficit as of
December 31, 2009.

The Company's balance sheet at Sept. 30, 2010, showed
$20.23 million in total assets, $29.03 million in total
liabilities, all current, and a stockholders' deficit of
$8.80 million.  The Company has not filed financial reports after
filing its Form 10-Q for the quarter ended Sept. 30, 2010.


AES CORP: Fitch Raises Issuer Default Rating to 'BB-'
-----------------------------------------------------
Fitch Ratings has upgraded the Issuer Default Rating (IDR) of AES
Corporation (AES) by one notch to 'BB-' from 'B+' and affirmed the
short-term IDR at 'B'. There is no change in debt instrument
ratings. Fitch has affirmed AES' senior secured debt at 'BB+' and
unsecured debt at 'BB'. Fitch has also affirmed the 'B+' rating
for the trust preferred stock issued by AES Trust III. The Rating
Outlook is Stable.

The one-notch upgrade in AES' IDR is driven by a reduction in the
company's business risk profile with a shift in management
strategy towards reducing geographic scope, selling non-core
assets, cutting corporate overhead, and pursuing growth in key
markets driven by long-term contractual generation assets. The
acquisition of DPL Inc. (DPL; rated with an IDR of 'BB+' by
Fitch), completed in November 2011, is supportive of AES business
profile, since it increases the contribution of stable regulated
earnings in the overall portfolio mix.

The ratings of AES Corporation reflect dividend support from
subsidiaries that are predominantly engaged in regulated utility
operations and contracted power generation. The distribution from
the competitive businesses is expected to decline in proportion
with DPL's acquisition, reducing AES' exposure to electricity and
fuel commodity price risks. AES' rating is restricted by a high
degree of leverage, subordination of parent level debt to the non-
recourse project debt and a large reliance on dividends from
subsidiaries in emerging markets.

Under its new CEO, AES has hastened its exit from non-core
markets. The company has completed several non-core asset sales
since September 2011 that have provided over $760 million of
proceeds. AES' goal is to generate up to $2 billion of proceeds
from asset sales in the medium term. Management plans to
concentrate new capital investments across fewer countries to
reduce the complexity of a worldwide portfolio and to lower
overhead costs. AES expects to focus on its market position in
Chile, the U.S., and Brazil, and pursue growth in markets such as
Turkey and Southeast Asia. As a result, the proportional gross
margin from core markets is expected to climb to 80%-90% over the
next few years as compared to 65%-75% currently, which is positive
for the overall business risk profile. Management expects to use
the proceeds from sale of assets to pay down debt, return capital
to shareholders via share buybacks and dividend increases, and
invest in growth projects.

AES has a somewhat unique corporate profile and structure and
Fitch analyzes AES as a holding company with a portfolio of assets
and investments. Financially, this represents a deconsolidated
approach with respect to AES' cash flows and debt levels. Fitch
uses parent operating cash flows (POCF), a non-GAAP measure, with
its emphasis on dividends received, to analyze AES' credit
metrics. This approach, similar to the method used by AES' lenders
in financial covenants, recognizes that the subsidiaries are
encumbered by individual debt that is structurally superior to the
debt of the corporate parent. The residual subsidiary cash flow
available for upstream dividends and distributions has greater
volatility than the direct cash flow of the operating
subsidiaries, and may be subject to payment restrictions under
subsidiary debt covenants, corporate by-laws, or national laws.

Fitch expects 2012 POCF to benefit from the integration of DPL,
which would improve parent leverage metrics. In addition to DPL's
acquisition, AES commissioned more than 2,000 megawatts (MW) of
new, contracted power capacity in Chile, Panama, Bulgaria, and the
U.S. in 2011 that will add to cash flow in 2012. AES has over
2,300 MW of generation capacity under construction that is
expected to come online over 2012-2015. Fitch expects POCF over
2012-15 to benefit from the growth in AES' contracted generation
portfolio, most notably in Latin America. However, Fitch expects
the increase in POCF to be tempered by projected weakness in AES'
U.S. Utilities portfolio. Fitch expects distributions from IPALCO
Enterprises, AES' wholly owned subsidiary, to be muted over this
time period due to significant capex needed to bring its
predominantly coal-fired generation portfolio into compliance with
emission rules. In addition, the distributions from DPL are
expected to weaken due to margin pressure from low wholesale power
prices and intense retail competitive activity.

Fitch expects AES to generate between $500 million-$550 million of
annual parent free cash flow over 2012-15 before including asset
sales and return of capital. Fitch expects parent free cash flow
to improve in 2016. Fitch has not assumed any paydown of parent
level debt in its forecasts as it is likely that debt reduction
may be conducted at the subsidiary level. Any parent level debt
reduction will provide upside to Fitch's forecasted credit
metrics.

Management recently announced a plan to initiate common dividends
in the third quarter of 2012 at the annual rate of $120 million.
Fitch views the dividend announcement as a neutral credit factor,
as it is in line with the higher assurance of a core amount of
future cash flow from utility and contracted sources. In its
forecasts, Fitch assumes that AES returns capital to shareholders
as permissible within its restricted payment limitations. As of
Dec. 31, 2011, the aggregate amount of share buybacks and
dividends was limited by debt covenants to approximately $483
million. The basket grows at the rate of 30% of POCF adjusted for
corporate overheads, parent cash interest, and taxes. Fitch has
not assumed any reinvestment of parent free cash flow in growth
projects. As a result, cash starts to build up on the balance
sheet beginning 2013.

Fitch expects AES' debt-to-POCF ratio over 2012-15 to trend closer
toward the lower end of management's targeted range of 4.5 times
(x)-5.5x. These metrics are consistent with Fitch's guideline
metrics for a 'BB-' rated issuer. The net debt to POCF falls to
3.8x by 2015 as cash builds up on the balance sheet in Fitch's
forecasts.

The affirmation of AES' debt instruments, senior secured at 'BB+',
senior unsecured at 'BB' and trust preferred at 'B+', reflects
Fitch's typical notching uplift applied to the capital structure
for issuers with IDRs in the 'BB' category per Fitch's criteria
report 'Recovery Ratings and Notching Criteria For Utilities,'
dated Aug. 12, 2011. 'BB' category credits are accorded a generic
capital structure uplift based on Fitch's expectations of higher
than average recoveries for regulated assets over the course of a
business cycle. AES' mix of businesses, which include both
regulated and non-regulated assets as well as investments in non-
developed countries, weighs on the notching uplift accorded. Fitch
performs a bespoke analysis for issuers with IDRs in the 'B'
category which weighs recovery valuations more heavily in
instrument rating assignments since 'B' category credits have an
elevated probability of default than 'BB' IDR category or higher
issuers. As a result, prior to the upgrade of AES' IDR, the debt
instruments carries a Recovery Rating (RR).

The Stable Outlook reflects ample liquidity and manageable debt
maturities over the forecast period. The Outlook also reflects
Fitch's view that utilities and contracted generation continue to
derive a significant portion of the POCF (greater than 80% over
the forecast period). It is Fitch's expectation that management
pursues a balance capital allocation policy of debt paydown and
investment in new projects aside from return of capital to
shareholders using parent-level free cash flows, return of capital
from the projects, and sale of proposed non-core assets.

What Could Trigger a Rating Action

Strong Subsidiary Performance: Positive rating actions could be
driven by improving credit metrics from management exceeding its
target for subsidiary distributions and/or a decrease in parent
debt. Consistent reduction in overall portfolio business risk is
also supportive of future improvement in credit ratings.

Aggressive Financial Strategy: Fitch believes that negative rating
actions would likely coincide with adoption of a more aggressive
financial strategy, such as a leveraging transaction to fund
merger and acquisition activity or outsized return of capital to
shareholders.

Reduced Subsidiary Dividends: A material decline in subsidiary
dividends due to operational drivers or restrictions imposed by
foreign governments could also lead to adverse rating actions.

Fitch upgrades the following ratings with a Stable Outlook:

AES
Long-term IDR to 'BB-' from 'B+'.

Fitch affirms the following ratings with a Stable Outlook and
removes the RRs:

AES
Senior Secured debt at 'BB+';
Senior Unsecured debt at 'BB';
Short-term IDR at 'B'.

AES Trust III
Trust Preferred at 'B+'


ALEC NAMAN: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Alec Naman Catering, Inc.
          dba Naman's Catering
              Naman's at Stankey
          fdba Naman's Middlebay Cafe
               Naman's at Magnolia Ballroom
        1909 Brookdale Drive West
        Mobile, AL 36618-1194

Bankruptcy Case No.: 12-01357

Chapter 11 Petition Date: April 18, 2012

Court: U.S. Bankruptcy Court
       Southern District of Alabama (Mobile)

Debtor's Counsel: Irvin Grodsky, Esq.
                  IRVIN GRODSKY, P.C.
                  P.O. BOX 3123
                  Mobile, AL 36652-3123
                  Tel: (251) 433-3657
                  E-mail: igpc@irvingrodskypc.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/alsb12-01357.pdf

The petition was signed by Elias M. Naman, II, president.


AMERICAN AIRLINES: 3 Unions Support Merger With US Airways
----------------------------------------------------------
The Transport Workers Union (TWU), the Association of Professional
Flight Attendants (APFA) and the Allied Pilots Association (APA)
issued the following joint statement:

"On behalf of nearly 55,000 American Airlines front-line
employees--including the 17,000 members of the Association of
Professional Flight Attendants, the 10,000 members of the Allied
Pilots Association and the 26,000 members of the Transport Workers
Union--we are pleased to confirm our support of a possible merger
between our airline and US Airways.  We have reached agreements on
terms sheets for collective bargaining agreements that would
govern the American Airlines employees of the merged airline with
US Airways.

"This significant step represents our shared recognition that a
merger between American Airlines and US Airways is the best
strategy and fastest option to complete the restructuring of
American Airlines, enabling it to exit the Chapter 11 bankruptcy
process and restore American Airlines to a preeminent position in
the airline industry.

"As envisioned, a merger of US Airways and American Airlines
provides the best path for all constituencies, including employees
of both American Airlines and US Airways.  The contemplated merger
would be based on growth, preserve at least 6,200 American
Airlines jobs that would be furloughed under the company's
standalone strategy, and provide employees of both American and US
Airways with competitive, industry-standard compensation and
benefits.  Over the long term, the combined new airline would
support greater job security and advancement opportunities for
both American Airlines' and US Airways' employees that are far
superior to those available to employees at either airline on a
stand-alone basis.  Importantly, by avoiding a lengthy and
contentious 1113 process, the new carrier would be able to emerge
from bankruptcy more quickly.

"A merger would create a foundation to establish American Airlines
as a vigorous competitor of the two larger network carriers and
the industry at large.  Customers of both airlines and air
travelers in general will benefit greatly from a viable third
network carrier and significantly enhanced travel choices."

                     Allied Pilots Association

Founded in 1963, the Allied Pilots Association--the largest
independent pilot union in the United States--is headquartered in
Fort Worth, Texas.  APA represents the 10,000 pilots of American
Airlines, including 649 pilots not yet offered recall from
furlough. The furloughs began shortly after the Sept. 11, 2001
attacks.  Also, several hundred American Airlines pilots are on
full-time military leave of absence serving in the armed forces.

           Association of Professional Flight Attendants

Founded in 1977, the Association of Professional Flight Attendants
(APFA) is the largest independent Flight Attendant union in the
nation.  It represents 17,000 Flight Attendants at American
Airlines.  APFA Members live in almost every state of the nation
and serve millions of Americans as they travel the nation and the
world.  In 2003, APFA played a major role in keeping American
Airlines solvent and out of bankruptcy by giving back an employee
bailout of $340 million in annual salary and benefits, for a total
of over $2 billion and counting. APFA had been in negotiations
with American for almost four years when the carrier filed for
chapter 11-bankruptcy protection on November 29, 2011. Laura
Glading is serving in her second four-year term as president of
the union.

                      Transport Workers Union

The Transport Workers Union of America (TWU) represents 200,000
workers and retirees, primarily in commercial aviation, public
transportation and passenger railroads.  Included in the union's
membership are 26,000 workers at American Airlines.  TWU
represents seven work groups at American Airlines including Fleet
Service, Aviation Maintenance Technicians (aircraft mechanics),
Stock Clerks, Dispatchers, Ground School Instructors, Flight
Simulator Technicians and Facility Maintenance Mechanics, TWU also
represents Dispatchers at US Airways. The union is an affiliate of
the AFL-CIO.

                        About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: AE FAs Closely Watching Potential Merger
-----------------------------------------------------------
Robert Barrow, president of the Association of Flight Attendants-
CWA, AFL-CIO (AFA) at American Eagle, issued the following
statement on the bankruptcy negotiations and a potential merger:

"We continue to negotiate with American Eagle management to reach
an agreement rather than a court imposed settlement.  We are
focused on job security and a better future for American Eagle
Flight Attendants.  We welcome innovative solutions that would
fully recognize the contributions of American Eagle Flight
Attendants, much like the divestiture that was planned prior to
the bankruptcy.  Not long ago, that plan promised job security and
greater opportunity for the dedicated workers at American Eagle.

"We are paying close attention to any potential merger. AFA is
committed to protecting American Eagle Flight Attendants, ensuring
the success of our airline, and working swiftly through this
process.  The potential merger announcement does not change AFA's
continued work to vigorously oppose unnecessary concessions.  We
will ensure Flight Attendants play an integral role in the
reshaping and rebuilding of American Eagle.

"American Eagle Flight Attendants have contributed to a profitable
airline.  It is only due to a poor business plan executed by the
management of our parent company that American Eagle Flight
Attendants are facing the onerous process of Chapter 11.  It is a
travesty that American management is seeking to abrogate the
contracts of mainline American Airlines workers, which led to
support from those workers' unions for an unsolicited bid from US
Airways to buy American.  Management has an opportunity to reach
an agreement with a different outcome at American Eagle.

"AFA experts are fully engaged in protecting our rights in this
bankruptcy and in any potential merger or divestiture.  As members
of AFA, American Eagle Flight Attendants remain proud of the
contributions we make daily to the airline.  Along with our fellow
front-line workers, we will continue our work as safety
professionals and stand together to push back against any efforts
to minimize our contributions."

The Association of Flight Attendants is the world's largest Flight
Attendant union. Focused 100 percent on Flight Attendant issues,
AFA has been the leader in advancing the Flight Attendant
profession for over 65 years.  Serving as the voice for Flight
Attendants in the workplace, in the aviation industry, in the
media and on Capitol Hill, AFA has transformed the Flight
Attendant profession by raising wages, benefits and working
conditions.  Nearly 60,000 Flight Attendants at 21 airlines come
together to form AFA, part of the 700,000-member strong
Communications Workers of America (CWA), AFL-CIO.

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Fort Worth & Dallas Chamber Worried on Merger
----------------------------------------------------------------
The Fort Worth Chamber and Dallas Regional Chamber -- the two
largest Chambers in the region -- held full board meetings, and
the subject of American Airlines was discussed.

Following those meetings, Fort Worth Chamber President and CEO
Bill Thornton and Dallas Regional Chamber President and CEO Amb.
James C. Oberwetter wish to speak as a single voice on the
subject:

"We are greatly concerned by the potential impact that American's
union employees' support of U.S. Airways' intentions could have on
both the bankruptcy proceedings and the local economy, and are
opposed to any mergers prior to American exiting bankruptcy.
While it may seem to some that this is an option, it's actually a
damaging distraction that will disrupt American's thoughtful
process already in place to preserve the most jobs in Dallas/Fort
Worth, and the state of Texas, both now and once American has
exited bankruptcy.

American Airlines' brand equity stands alone. Aviation is a legacy
industry in our region, and American's headquarters in Fort Worth
and presence at DFW Airport brings international recognition to
North Texas.  The company has provided jobs for generations of
residents who live in communities all across the region.  In
addition, American Airlines has benefited dozens of communities
with charitable contributions. A merger risks losing all that, and
more.

The best outlook for all American employees is for the airline to
remain independent and headquartered in North Texas.  We urge the
creditors and unions working with American to not be distracted by
the efforts of other carriers to disrupt the proceedings.  Allow
the bankruptcy process to run its course. American's management
has the exclusive right to submit a plan of reorganization until
late September.  Completing this essential step is in the best
interests of American's employees, creditors, Fort Worth, Dallas
and all the communities served by American Airlines."

                   About the Fort Worth Chamber

The Fort Worth Chamber of Commerce, with more than 2,000 member
businesses, is the largest chamber in the Tarrant County, Texas
area.

                 About the Dallas Regional Chamber

The Dallas Regional Chamber is the area's leading membership-
driven business organization committed to promoting economic
prosperity by leading economic development, driving improvements
in public education, influencing public policy, and catalyzing and
advocating for regional partnerships.

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN BIO: Sherb & Co. Raises Going Concern Doubt
----------------------------------------------------
American Bio Medica Corporation filed on April 16, 2012, its
annual report on Form 10-K for the fiscal year ended Dec. 31,
2011.

Sherb & Co., LLP, in New York, N.Y., expressed substantial doubt
about American Bio's ability to continue as a going concern.  The
independent auditors noted that the Company has incurred recurring
operating losses and will have to obtain additional financing and
or refinance certain debts maturing in 2012.

The Company reported a net loss of $345,000 on $9.27 million of
revenues for 2011, compared with a net loss of $750,000 on
$10.42 million of revenues for 2010.

The Company's balance sheet at Dec. 31, 2011, showed $5.64 million
in total assets, $3.27 million in total liabilities, and
stockholders' equity of $2.37 million.

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

                       http://is.gd/b4nQ11

Kinderhook, New York-based American Bio Medica Corporation
develops, manufactures and sells immunoassay tests, primarily for
the immediate, point of collection testing ("POCT") for drugs of
abuse ("DOA") in urine and oral fluids.  In addition to the
manufacture and sale of DOA testing products, the Company provides
bulk test strip contract manufacturing services for other POCT
companies.


AVION POINT: Court Converts Case to Chapter 7
---------------------------------------------
The U.S. Bankrupcy Court converted the Chapter 11 cases of Avion
Point West, LLC, and Orlando Country Aviation Services, Inc., to a
liquidation under Chapter 7 of the Bankruptcy Code.

As reported in the Troubled Company Reporter on April 5, 2012, the
Debtors asked the Court to dismiss their Chapter 11 cases,
explaining that:

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

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

   c. accordingly, their plan cannot be confirmed.

The Court was scheduled to convene a combined hearing on April 4,
2012, to consider adequacy of the Disclosure Statement and the
confirmation of the Debtors' Amended Plan of Reorganization dated
Jan. 30, 2012.  Under the Plan, the Debtors were to (i) continue
to work with the City of Apopka for the sale of the Avion property
and the development of the Orlando Apopka Airport for 12 months
after consummation; and (ii) if the sale to the City of Apopka
does not close within 12 months after the Effective Date, the
property of both OCA and Avion will be sold at auction.  Each
allowed secured claim will have the right to credit bid according
to their priority on the relevant property.

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

                      About Avion Point West

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

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


AVISTAR COMMUNICATIONS: Incurs $1.4 Million Net Loss in Q1
----------------------------------------------------------
Avistar Communications Corporation reported a net loss of
$1.44 million on $2.49 million of total revenue for the three
months ended March 31, 2012, compared with a net loss of $2.42
million on $1.39 million of total revenue for the same period a
year ago.

The Company's balance sheet at March 31, 2012, showed
$3.26 million in total assets, $17.31 million in total
liabilities, and a $14.05 million total stockholders' deficit.

Bob Kirk, CEO of Avistar, said, "Over the past few years, leading
research firms have forecasted significant growth within the key
markets on which Avistar focuses.  Specifically, Frost & Sullivan
has forecasted that the Unified Communications (UC) market would
grow from 2.1 million users in 2009 to 33.6 million users in 2014.
In addition, Gartner has forecasted that the virtual desktop
infrastructure (VDI) market would grow from $1.5 billion in 2009
to $65.7 billion in 2014, with close to 75 million devices in use
during this time. With Avistar's strategy focused both on the
opportunities within, and the intersection of, each of these
market segments, we are seeing the quality and quantity of clients
and partners that are emerging from these market segments
increase. Our agreement with Citrix, our growing relationships
with many other leading technology partners and the increased
number of our enterprise clients are all evidence of this."

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

                         http://is.gd/VYnt2k

                     About Avistar Communications

Headquartered in San Mateo, California, Avistar Communications
Corporation (Nasdaq: AVSR) -- http://www.avistar.com/-- holds a
portfolio of 80 patents for inventions in video and network
technology and licenses IP to videoconferencing, rich-media
services, public networking and related industries.  Current
licensees include Sony Corporation, Sony Computer Entertainment
Inc. (SCEI), Polycom Inc., Tandberg ASA, Radvision Ltd. and
Emblaze-VCON.

The Company reported a net loss of $6.43 million in 2011, compared
with net income of $4.45 million during the prior year.


BAUSCH & LOMB: Moody's Rates New Secured Credit Facilities 'B1'
---------------------------------------------------------------
Moody's Investors Service assigned B1 ratings to Bausch & Lomb
Incorporated's new secured bank credit facilities and affirmed the
company's existing ratings including its B2 Corporate Family
Rating and Probability of Default Rating and its SGL-2 speculative
grade liquidity rating. Ratings are subject to Moody's review of
final documentation. The rating outlook is stable. Bausch's
existing US and European bank facility ratings are expected to be
withdrawn at the close of this transaction.

Ratings assigned:

Bausch & Lomb, Incorporated

B1, LGD3, 39% new $2.028 Billion US Senior Secured Term Loan

B1, LGD3, 39% new $500 Million US Senior Secured Revolver

B1, LGD3, 39%, new $350-Mil. Senior Secured Delayed Draw Term
Loan

Bausch & Lomb, B.V.

B1, LGD3, 39% new $600 Million European Senior Secured Term Loan

Ratings affirmed:

Bausch & Lomb, Incorporated

B2 Corporate Family Rating

B2 Probability of Default Rating

Caa1, LGD6, 91% Senior Unsecured Notes

SGL-2 Speculative Grade Liquidity Rating

Ratings Rationale

"Although debt levels will rise with this bank debt refinancing,
Bausch is in a better position to deleverage with stronger core
sales as well as potential benefits from recent acquisitions,"
said Diana Lee, a Moody's Senior Credit Officer.

A portion of proceeds from these new bank facilities will be used
to help finance planned transactions including the acquisition of
ISTA Pharmaceuticals and the exercise of an option to acquire all
outstanding remaining shares of Technolas Perfect Vision (TPV).

Bausch's B2 Corporate Family Rating reflects the company's high
leverage and weak credit metrics, which both improved following
the 2007 LBO, but will initially deteriorate following a new bank
offering. Based on recent performance, without synergies,
debt/EBITDA is expected to increase by about one and a half turns
after including incremental debt. Moody's expects metrics to again
improve as Bausch benefits from new acquisitions and better
performance in existing product areas. The ratings also reflect
large competitors in the eyecare space including Alcon (Novartis),
AMO (Abbott) and Vistakon (J&J). That said, Bausch benefits from
relatively large size and scale compared to other "B" rated
issuers, as well as solid brand equity and geographic diversity.

The stable outlook reflects Moody's expectations that the company
will continue to achieve at least moderate overall growth rates,
and improved cash flow and EBITDA, which will help reduce
leverage. The ratings could be upgraded if growth rates,
profitability and cash flow improve and, along with prudent
financial policies, Bausch can sustain debt/EBITDA under 5.0 times
and FCF/debt above 5.0%. The ratings could be downgraded if growth
rates decline, if free cash flow is negative or if leverage does
not improve. Any material debt-financed acquisitions or litigation
payouts resulting in weaker liquidity or debt/EBITDA sustained at
levels above 6.0x could support a downgrade.

The SGL-2 speculative grade liquidity rating reflects good
liquidity, supported by expectations of cash flow that is likely
to cover operating needs, the presence of a moderate-sized $500
million senior secured revolver and sufficient cushion under a new
net leverage covenant.

The principal methodology used in rating Bausch & Lomb was the
Global Medical Products and Device Industry Methodology published
in October 2009. Other methodologies used include Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.

Headquartered in Rochester, New York, Bausch & Lomb Incorporated
is a leading worldwide provider of eye care products, including
contact lens, lens care, ophthalmic pharmaceuticals, and surgical
products. Bausch & Lomb was acquired by Warburg Pincus, a private
equity firm in October 2007.


BERNARD L. MADOFF: Trustee Sues to Halt Lawsuit in Luxembourg
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trustee for Bernard L. Madoff Investment
Securities Inc. filed a lawsuit April 19 in bankruptcy court in
New York to prevent an investor in a Madoff feeder fund from suing
him in a court in Luxembourg.

According to the report, the dispute involves the liquidators for
Access Management Luxembourg SA, who were sued in the District
Court of Luxembourg by the liquidators of Luxalpha SICA V. The
Luxalpha liquidators contend their investors weren't aware that
investments with Access were turned over to Madoff.  The Access
liquidators filed what's known as a third-party complaint against
Madoff to recover what could be billions in damages owing to
Luxalpha, according to papers filed in bankruptcy court by Irving
Picard, the Madoff trustee.

The report relates Mr. Picard wants the bankruptcy judge in New
York to enjoin the Access liquidators by compelling them to stop
the suit in Luxembourg against the Madoff firm.  Mr. Picard says
the so-called automatic stay in U.S. bankruptcy law extends to
actions taken anywhere in the world.

Mr. Rochelle recounts that Mr. Picard sued Access in November 2010
along with other defendants.  The suit was removed to the district
court, with some claims dismissed against some of the defendants.

The new lawsuit is Picard v. Access Management Luxembourg SA (In
re Bernard L. Madoff Investment Securities LLC), 12-01563, U.S.
Bankruptcy Court, Southern District of New York (Manhattan).

                      About Bernard L. Madoff

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

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

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

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

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

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

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


BROWNIE'S MARINE: Wesley Armstrong Resigns from Board
-----------------------------------------------------
Wesley Armstrong advised Brownie's Marine Group, Inc., that he was
resigning from serving as a member of the Company's board of
directors effective April 18, 2012.  Mr. Armstrong's resignation
was not the result of any disagreement with the Company on any
matters relating to the Company's operations, policies or
practices.

                      About Brownie's Marine

Brownie's Marine Group, Inc. (OTC BB: BWMG) --
http://www.brownismarinegroup.com/-- designs, tests, manufactures
and distributes recreational hookah diving, yacht based scuba air
compressor and nitrox generation systems, and scuba and water
safety products.  BWMG sells its products both on a wholesale and
retail basis, and does so from its headquarters and manufacturing
facility in Fort Lauderdale, Florida.

The Company reported a net loss of $3.77 million in 2011, compared
with a net loss of $1.18 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $1.97 million
in total assets, $2.74 million in total liabilities and a $762,401
total stockholders' deficit.

For 2011, L.L. Bradford & Company, LLC, in Las Vegas, Nevada,
noted that the Company has a working capital deficiency and
recurring losses and will need to secure new financing or
additional capital in order to pay its obligations, all of which
raise substantial doubt about the Company's ability to continue as
a going concern.

                        Bankruptcy Warning

According to the Form 10-K for the period ended Dec. 31, 2011, if
the Company fails to raise additional funds when needed, or do not
have sufficient cash flows from sales, the Company may be required
to scale back or cease operations, liquidate its assets and
possibly seek bankruptcy protection.


BUFFETS INC: Amends Schedules of Assets and Liabilities
-------------------------------------------------------
Buffets, Inc., filed with the U.S. Bankruptcy Court for the
District of Delaware amended schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property          $384,810,974
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $300,152,157
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $148,921
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $53,224,180
                                 -----------      -----------
        TOTAL                   $384,810,974     $353,525,258

As reported in the Troubled Company Reporter on March 14, 2012,
Buffets previously disclosed $384,810,974 in assets and
$353,498,404 in liabilities.

Debtor-affiliate OCB Restaurant Company, LLC, also filed its
amended schedules disclosing:

   Company                            Assets        Liabilities
   -------                            ------        -----------
OCB Restaurant Company, LLC        $79,229,064     $349,369,683


Full-text copies of the amended schedules are available for free
at:

        http://bankrupt.com/misc/BUFFETS_buffetsincsal.pdf
        http://bankrupt.com/misc/BUFFETS_ocbsal.pdf

                       About Buffets Inc.

Buffets Inc., the nation's largest steak-buffet restaurant
company, operates 494 restaurants in 38 states, comprised of 483
steak-buffet restaurants and 11 Tahoe Joe's Famous Steakhouse(R)
restaurants, and franchises 3 steak-buffet restaurants in two
states. The restaurants are principally operated under the Old
Country Buffet(R), HomeTown(R) Buffet, Ryan's(R) and Fire
Mountain(R) brands.  Buffets employs 28,000 team members and
serves 140 million customers annually.

Buffets Inc. and all of its subsidiaries filed Chapter 11
petitions (Bankr. D. Del. Lead Case No. 12-10237) on Jan. 18,
2012, after it reached a restructuring support agreement with 83%
of its lenders to eliminate virtually all of the Company's roughly
$245 million of outstanding debt.  In its schedules Buffets Inc.
disclosed $384,810,974 in assets and $353,498,404 in liabilities.
The Debtors are seeking to reject leases for 83 underperforming
restaurants.

Buffets had 626 restaurants when it began its prior bankruptcy
case (Bankr. D. Del. Case Nos. 08-10141 to 08-10158).  It emerged
from bankruptcy in April 2009.

Higher gasoline and energy costs, along with a decline in guest
count, have hampered the Debtors' ability to service their long-
term debt and caused a liquidity strain, forcing the Company to
return to Chapter 11 bankruptcy.

In the new Chapter 11 case, Buffets Inc.'s legal advisors are
Paul, Weiss, Rifkind, Wharton & Garrison LLP and Young, Conaway,
Stargatt & Taylor, LLP.  The Company's financial advisor is
Moelis, Inc.  Epiq Bankruptcy Solutions LLC serves as claims,
noticing and balloting agent.

An ad hoc committee of secured lenders is represented by Willkie
Far & Gallagher LLP and Blank Rome LLP as counsel and Conway, Del
Genio, Gries & Co. as financial advisors.  Credit Suisse, as DIP
Agent and Prepetition First Lien Agent, is represented by Skadden
Arps Slate Meagher & Flom as counsel.

The U.S. Trustee has appointed a 5-member Official Committee of
Unsecured Creditors in the Debtors' cases.


BUILDERS FIRSTSOURCE: Posts $19.2 Million Net Income in Q1
----------------------------------------------------------
Builders FirstSource, Inc., reported $19.18 million on
$219.38 million of sales for the three months ended March 31,
2012, compared with a net loss of $21.25 million on $162.82
million of sales for the same period a year ago.

The Company's balance sheet at March 31 2012, showed $495.31
million in total assets, $412.87 million in total liabilities and
$82.44 million in total stockholders' equity.

"Sales for the first quarter of 2012 were $219.4 million, an
increase of 34.7 percent when compared to the first quarter of
2011.  This marks our third consecutive quarter with year-over-
year sales growth greater than 20 percent," said Builders
FirstSource Chief Executive Floyd Sherman.  "Our sales growth
continues to outpace construction activity as actual U.S. single-
family housing starts were up only 16.8 percent compared to the
same quarter last year and U.S. single-family units under
construction actually decreased 5.0 percent over the same period.
Commodity lumber prices for the current quarter were, on average,
relatively consistent with those during the first quarter of 2011.
When combined, these factors indicate we continue to achieve
significant market share gains."

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

                        http://is.gd/B9PhAr

                    About Builders FirstSource

Headquartered in Dallas, Texas, Builders FirstSource Inc. --
http://www.bldr.com/-- supplies and manufactures building
products for residential new construction.  The Company operates
in 9 states, principally in the southern and eastern United
States, and has 55 distribution centers and 51 manufacturing
facilities, many of which are located on the same premises as its
distribution facilities.

Builders FirstSource reported a net loss of $95.51 million on
$700.34 million of sales for the year ended Dec. 31, 2010,
compared with a net loss of $61.85 million on $677.88 million of
sales during the prior year.  The Company also reported a net loss
of $48.29 million for the nine months ended Sept. 30, 2011.

                           *     *     *

Builders FirstSource Inc. carries 'CCC+' issuer credit ratings,
with negative outlook, from Standard & Poor's.   S&P affirmed the
ratings in April 2011.  "The ratings affirmation reflects our
belief that Builders FirstSource will likely continue to generate
negative free cash flow over the upcoming year, given the ongoing
weakness in new residential housing markets.  While the company's
liquidity position, which we currently view as adequate, is likely
to somewhat improve due to the increased cash balances following
the planned refinancing and the extended maturity of its revolving
credit facility, it will likely continue to rely primarily on its
cash balances to meet its interest and operating obligations until
total housing starts improve at least 35% from 2010's level.  If
housing starts were to remain at its recent historically low
levels, we believe the proposed refinancing would allow Builders
FirstSource to fund its anticipated cash shortfall for
approximately two years.  The ratings also reflect what Standard &
Poor's Ratings Services considers to be the company's vulnerable
business profile given its significant exposure to highly cyclical
new residential construction markets and its narrow end-market
focus and geographic scope," S&P elaborated.

In April 2011, Moody's Investors Service assigned 'Caa2' corporate
family rating and probability of default ratings to Builders
FirstSource.  Moody's said the 'Caa2' Corporate Family Rating
results from very weak operating performance due to ongoing
pressures in the residential new construction end market, the
primary driver of BLDR's revenues.  Although some areas within
BLDR's primary geographic markets of North Carolina and South
Carolina may have some pockets of strength, overall, Moody's does
not expect substantial improvement in new housing starts in 2011
relative to 2010.  The company's products are highly price
sensitive to competition and ongoing market conditions, making it
difficult for it to pass on substantial price increases.  It is
also exposed to fluctuating costs associated with lumber, its
major raw material, adding to earnings volatility. For 2010,
adjusted operating margins are inadequate at negative 7.6% and
free cash flow-to-debt is insufficient at negative 15.3% (adjusted
per Moody's methodology).  The company's inability to generate
positive earnings will result in very weak credit metrics for the
foreseeable future and will require cash to fund operating
shortfalls.


CAESARS ENTERTAINMENT: Board OKs 231,918 Option Grant to CEO
------------------------------------------------------------
Caesars Entertainment Corporation was acquired by affiliates of
Apollo Global Management, LLC, and affiliates of TPG Capital, LP,
on Jan. 28, 2008.  As part of the Acquisition, on Jan. 27, 2008,
the Company entered into that certain Rollover Option Agreement
with Gary Loveman, the Company's Chairman of the Board, Chief
Executive Officer and President.  Pursuant to the Rollover
Agreement, Mr. Loveman agreed to not cash out in the Acquisition
an option to purchase common stock of the Company, but instead
convert that option into the right to purchase 133,133 shares of
common stock of the Company at an exercise price of $25.00 per
share.  In February 2012, the Company effected a 1.742-for-one
split of its common stock which adjusted the number of shares and
exercise price under the Rollover Agreement, and therefore the
Rollover Agreement currently allows Mr. Loveman to purchase
231,918 shares of the Company's common stock at an exercise price
of $14.35 per share.  The option to purchase common stock pursuant
to the Rollover Agreement is fully vested.  The Rollover Agreement
has an expiration date of June 17, 2012.

On April 16, 2012, the Human Resources Committee of the Board of
Directors of the Company approved the award of an option to
purchase of 231,918 shares of common stock pursuant to the
Company's 2012 Performance Incentive Plan to replace the option to
purchase common stock under the Rollover Agreement.  Pursuant to
the terms of the Plan, the exercise price under the Option Grant
is $14.35, which is greater than the closing price of the
Company's common stock of $13.83 per share on the NASDAQ Global
Market Reporting System on April 16, 2012.  The Option Grant is
fully vested, and has an expiration date of April 16, 2022.  In
addition, Mr. Loveman and the Company agreed to terminate the
Rollover Agreement as of April 16, 2012.

The HRC determined to award Mr. Loveman the Option Grant in order
to allow him more time to realize the value of the options under
the Rollover Agreement.

                    About Caesars Entertainment

Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.
--http://www.caesars.com/-- is one of the world's largest casino
companies, with annual revenue of $4.2 billion, 20 properties on
three continents, more than 25,000 hotel rooms, two million square
feet of casino space and 50,000 employees.  Caesars casino resorts
operate under the Caesars, Bally's, Flamingo, Grand Casinos,
Hilton and Paris brand names.  The Company has its corporate
headquarters in Las Vegas.

Harrah's announced its re-branding to Caesar's on mid-November
2010.

The Company reported a net loss of $666.70 million in 2011, and a
net loss of $823.30 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed
$28.51 billion in total assets, $27.46 billion in total
liabilities, and $1.05 billion in total stockholders' equity.

                           *     *     *

As reported by the TCR on March 28, 2012, Moody's Investors
Service upgraded Caesars Entertainment Corp's Corporate Family
Rating (CFR) and Probability of Default Rating both to Caa1 from
Caa2.  The report says the upgrade of Caesars' ratings reflects
very good liquidity, an improving operating outlook for gaming in
a number of the company's largest markets that is expected to
drive earnings growth, the completion of a bank amendment that
resulted in the extension of debt maturities to 2018 from 2015,
and the public listing of the company's equity that increases
financial flexibility by providing it with another potential
source of capital.


CARILLON PLACE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Carillon Place, Ltd.
          fdba Creative Choice Homes XII, Ltd.
        8895 North Military Trail, Suite 101B
        Palm Beach Gardens, FL 33410

Bankruptcy Case No.: 12-19398

Chapter 11 Petition Date: April 18, 2012

Court: U.S. Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Erik P. Kimball

Debtor's Counsel: Eric A. Rosen, Esq.
                  ROSEN & WINIG, P.A.
                  2925 PGA Boulevard, #100
                  Palm Beach Gardens, FL 33410
                  Tel: (561) 799-6040
                  Fax: (561) 799-4047
                  E-mail: erosen@rosenwinig.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/flsb12-19398.pdf

The petition was signed by Evan Williams, president, Carillon
Place, Inc., general partner.


CATALYST PAPER: Obtains June 30 Extension of CCAA Stay Order
------------------------------------------------------------
Catalyst Paper has obtained an order from the Supreme Court of
British Columbia extending its protection under the Companies'
Creditors Arrangement Act to June 30, 2012.  This extension will
provide the company with additional time to pursue restructuring
alternatives including the previously announced plan of compromise
and arrangement which is to be considered at creditors' meetings
to be held on May 2, 2012.

"We have been working with all parties to complete our exit from
CCAA in the most effective manner and continue to make progress,"
said Kevin J. Clarke, President and Chief Executive Officer.  "In
the meantime, our production, sales and service team is fully
focused on maintaining operational commitments with the same care
and attention as always."

The company's debtor-in possession (DIP) financing continues to be
available to the company and, combined with the company's
operating revenue, is expected to continue to provide sufficient
liquidity to meeting ongoing obligations to employees and
suppliers and ensure that normal operations continue during the
restructuring process.

                       About Catalyst Paper

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

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

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

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

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

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

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


CENTRAL FEDERAL: Board Declares 1-for-5 Reverse Stock Split
-----------------------------------------------------------
Central Federal Corporation, the parent company of CFBank,
announced that the Board of Directors has declared a one-for-five
reverse stock split, effective May 4, 2012, in accordance with the
authority granted to the Board by stockholders on Oct. 20, 2011.

In exchange for every five shares of Central Federal Corporation
common stock currently owned, stockholders will receive one new
share of Central Federal Corporation common stock.

The purpose of the reverse stock split is to increase the
likelihood that the Company can remain eligible to have its common
stock listed on Nasdaq by raising the bid price of the Company's
common stock to a level well above the $1.00 per share minimum.

On July 13, 2011, the Company had received notice from Nasdaq that
it did not comply with the minimum bid price requirement for
continued listing on The Nasdaq Capital Market because the bid
price for its common stock had fallen below $1.00 per share for
the 30 consecutive business days prior to the date of that notice.
On Jan. 10, 2012, it was advised that The Nasdaq Stock Market had
determined that the Company was eligible for an additional 180 day
calendar period, until July 9, 2012, to regain compliance with the
minimum closing bid price requirement for continued listing.  To
regain compliance, the closing bid price of the Company's common
shares must meet or exceed $1.00 per share for at least ten
consecutive business days prior to July 9, 2012.

                        About Central Federal

Fairlawn, Ohio-based Central Federal Corporation (Nasdaq: CFBK) is
the holding company for CFBank, a federally chartered savings
association formed in Ohio in 1892.  CFBank has four full-service
banking offices in Fairlawn, Calcutta, Wellsville and Worthington,
Ohio.

Central Federal's balance sheet at Sept. 30, 2011, showed
$265.4 million in total assets, $254.0 million in total
liabilities, and stockholders' equity of $11.4 million.

                        Regulatory Matters

On May 25, 2011, Central Federal Corporation and CFBank each
consented to the issuance of an Order to Cease and Desist (the
Holding Company Order and the CFBank Order, respectively, and
collectively, the Orders) by the Office of Thrift Supervision
(OTS), the primary regulator of the Holding Company and CFBank at
the time the Orders were issued.

The Holding Company Order required it, among other things, to: (i)
submit by June 30, 2011, a capital plan to regulators that
establishes a minimum tangible capital ratio commensurate with the
Holding Company's consolidated risk profile, reduces the risk from
current debt levels and addresses the Holding Company's cash flow
needs; (ii) not pay cash dividends, redeem stock or make any other
capital distributions without prior regulatory approval; (iii) not
pay interest or principal on any debt or increase any Holding
Company debt or guarantee the debt of any entity without prior
regulatory approval; (iv) obtain prior regulatory approval for
changes in directors and senior executive officers; and (v) not
enter into any new contractual arrangement related to compensation
or benefits with any director or senior executive officer without
prior notification to regulators.

The CFBank Order required CFBank to have by Sept. 30, 2011, and
maintain thereafter, 8% Tier 1 (Core) Capital to adjusted total
assets and 12% Total Capital to risk weighted assets.  CFBank will
not be considered well-capitalized as long as it is subject to
individual minimum capital requirements.

CFBank did not comply with the higher capital ratio requirements
by the Sept. 30, 2011 required date.


CENTRAL FEDERAL: Plans to Restructure Terms of Rights Offering
--------------------------------------------------------------
Central Federal Corporation, the parent company of CFBank,
announced that the Board of Directors has determined to
restructure the terms of its rights offering.

The Company intends to re-file an amended Registration Statement
with the SEC which will simplify the terms of the rights offering
and public offering and update the Company's financial
information.  As soon as the Company completes the registration
process, the Company will send stockholders a revised prospectus
and related materials.

Eloise L. Mackus, CEO, commented, "We thank you for your patience
as we work to recapitalize Central Federal Corporation."

As reported by the TCR on March 9, 2012, Central Federal filed
with the SEC a free writing prospectus relating to the offering of
up to 30 million shares of common stock of the Company.  The offer
is expected to have net proceeds of $21.3 million to $28.4
million.

                       About Central Federal

Fairlawn, Ohio-based Central Federal Corporation (Nasdaq: CFBK) is
the holding company for CFBank, a federally chartered savings
association formed in Ohio in 1892.  CFBank has four full-service
banking offices in Fairlawn, Calcutta, Wellsville and Worthington,
Ohio.

Central Federal's balance sheet at Sept. 30, 2011, showed
$265.4 million in total assets, $254.0 million in total
liabilities, and stockholders' equity of $11.4 million.

                        Regulatory Matters

On May 25, 2011, Central Federal Corporation and CFBank each
consented to the issuance of an Order to Cease and Desist (the
Holding Company Order and the CFBank Order, respectively, and
collectively, the Orders) by the Office of Thrift Supervision
(OTS), the primary regulator of the Holding Company and CFBank at
the time the Orders were issued.

The Holding Company Order required it, among other things, to: (i)
submit by June 30, 2011, a capital plan to regulators that
establishes a minimum tangible capital ratio commensurate with the
Holding Company's consolidated risk profile, reduces the risk from
current debt levels and addresses the Holding Company's cash flow
needs; (ii) not pay cash dividends, redeem stock or make any other
capital distributions without prior regulatory approval; (iii) not
pay interest or principal on any debt or increase any Holding
Company debt or guarantee the debt of any entity without prior
regulatory approval; (iv) obtain prior regulatory approval for
changes in directors and senior executive officers; and (v) not
enter into any new contractual arrangement related to compensation
or benefits with any director or senior executive officer without
prior notification to regulators.

The CFBank Order required CFBank to have by Sept. 30, 2011, and
maintain thereafter, 8% Tier 1 (Core) Capital to adjusted total
assets and 12% Total Capital to risk weighted assets.  CFBank will
not be considered well-capitalized as long as it is subject to
individual minimum capital requirements.

CFBank did not comply with the higher capital ratio requirements
by the Sept. 30, 2011 required date.


CHINA CEETOP.COM: Clement C.W. Chan Raises Going Concern Doubt
--------------------------------------------------------------
China Ceetop.com, Inc., filed on April 16, 2012, its annual report
on Form 10-K for the fiscal year ended Dec. 31, 2011.

Clement C. W. Chan & Co., in Hong Kong, expressed substantial
doubt about China Ceetop.com's ability to continue as a going
concern.  The independent auditors noted that the Company incurred
a net loss of $1.65 million for the year ended Dec. 31, 2011, and
has an accumulated deficit of $4.32 million at Dec. 31, 2011.

The Company reported a net loss of $1.65 million on $12.86 million
of sales for 2011, compared with a net loss of $1.59 million on
$14.77 million of sales for 2010.

The Company's balance sheet at Dec. 31, 2011, showed $1.27 million
in total assets, $338,281 in total current liabilities, and
stockholders' equity of $931,500.

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

                       http://is.gd/N5ZeKf

Shenzhen, China-based China Ceetop.com, Inc., an Oregon-registered
corporation, is a leading Business-to-Consumer ("B2C") e-commerce
company.  The Company owns and operates the online platform:
http://www.ceetop.com/

The Company mainly focuses on selling Computers /
Communications/Consumer ("3C") products online and providing a
trading information platform for both buyers and sellers as
software as a service ("SaaS").  The Company carries a wide range
of products in assorted categories, including mainstream digital
products, home appliances, kitchen appliances, personal care, and
lifestyle products, etc. under well-known international and
Chinese brands.


CHINA GREEN ENERGY: PKF Raises Going Concern Doubt
--------------------------------------------------
China Green Energy Industries, Inc., filed on April 16, 2012, its
annual report on Form 10-K for the fiscal year ended Dec. 31,
2011.

PKF, in San Diego, Calif., expressed substantial doubt about China
Green Energy's ability to continue as a going concern.  The
independent auditors noted that the Company has experienced
negative cash flows from operations and is dependent upon future
financing in order to meet its planned operating activities.

The Company reported a net loss of $2.31 million on $24.91 million
of revenues for 2011, compared with net income of $4.14 million on
$28.59 million of revenues for 2010.

The Company's balance sheet at Dec. 31, 2011, showed
$50.12 million in total assets, $46.40 million in total current
liabilities, and stockholders' equity of $3.72 million.

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

                       http://is.gd/xTtH8S

Located in Changzhou City, Jiangsu Province, China, China Green
Energy Industries, Inc., manufactures and distributes clean
technology-based consumer products, including light electric
vehicles, or LEVs, and cryogen-free refrigerators.  The Company
also manufactures and distributes network and High-Definition
Multimedia Interface, or HDMI, cables.


CHINA SHENGHUO: Gets Deficiency Notice From NYSE Amex
-----------------------------------------------------
China Shenghuo Pharmaceutical Holdings, Inc. disclosed that on
April 17, 2012, it received a deficiency letter from the NYSE Amex
LLC stating that the Company has resolved the continued listing
deficiency with respect to Section 1003(a)(i) of the AMEX's
Company Guide (the "Company Guide") referenced in AMEX's letter
dated September 22, 2010.

However, as a result of the Company sustaining losses which are so
substantial in relation to its overall operations or its existing
financial resources, or its financial condition has become so
impaired that it appears questionable, in the opinion of AMEX, as
to whether such issuer will be able to continue operations and/or
meet its obligations as they mature, the Company is no longer in
compliance with Section 1003(a)(iv) of the Company Guide.  The
Deficiency Letter states that, in order to maintain its AMEX
listing, the Company must submit a plan of compliance by May 1,
2012, advising AMEX how it intends to regain compliance with
Section 1003(a)(iv) of the Company Guide by July 2, 2012.  If the
Company does not submit such a plan or if the plan is not accepted
by AMEX, the Company would be subject to delisting procedures as
set forth in Section 1010 and part 12 of the Company Guide.

In view of, among other things, the belief of the Board of
Directors that under the Company's current circumstances, it is
not reasonably practicable for the Company to establish and
implement a plan of compliance that would satisfy AMEX's continued
listing requirements, the substantial financial burden on the
Company as a result of its status as a U.S. public company, the
Company's inability to raise capital in the United States and the
minimal benefits derived from being a U.S. public company, the
Board of Directors of the Company determined on April 19, 2012
that it is in the best interest of the Company to voluntarily
delist the Company's common stock from AMEX and deregister its
shares with U.S. Securities & Exchange Commission (the "SEC"). In
connection therewith, the Company notified AMEX on April 20, 2012
of the Company's intention to file a Form 25 - Notification of
Removal from Listing and/or Registration under Section 12(b) of
the Securities Exchange Act of 1934, with the SEC on or about
April 30, 2012.

It is expected that the delisting will take effect on or about
May 10, 2012.  Accordingly, the Company expects that the last day
of trading of its common stock on AMEX will be on or about May 10,
2012.

On the effective date of the delisting, the Company plans to file
a Form 15 with the SEC to suspend its duty to file reports under
Section 15(d) of the Exchange Act.  Upon filing of the Form 15,
the Company's obligation to file certain reports with the SEC,
including reports on Forms 10-K, 10-Q and 8-K, will immediately be
suspended.

After the Company has filed the Form 15, its common stock is
anticipated to be available for trading on the OTC Pink Sheets,
although there can be no assurances that any trading market for
the Company's securities will exist, and the liquidity of such
trading market may be very limited.

                       About China Shenghuo

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


CHINA MARKETING: Child Van Wagoner Raises Going Concern Doubt
-------------------------------------------------------------
China Marketing Media Holdings, Inc., filed on April 16, 2012, its
annual report on Form 10-K for the fiscal year ended Dec. 31,
2011.

Child Van Wagoner & Bradshaw, PLLC, in Salt Lake City, Utah,
expressed substantial doubt about China Marketing's ability to
continue as a going concern.  The independent auditors noted that
the Company has cash flow constraints and has suffered a large
loss from operations.

The Company reported a net loss of $6.76 million on $12.86 million
of revenue for 2011, compared with net income of $4.34 million on
$14.18 million of revenue for 2010.

The Company's balance sheet at Dec. 31, 2011, showed
$18.09 million in total assets, $3.13 million in total
liabilities, and stockholders' equity of $14.96 million.

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

                       http://is.gd/SpFa6k

Located in Beijing, China, China Marketing Media Holdings, Inc.,
was originally organized under the laws of the State of Texas on
Oct. 29, 1999, under the name Brazos Strategies, Inc.  It changed
its name to Infolife, Inc., on July 16, 2003 and finally to China
Marketing Media Holdings, Inc., on Feb. 7, 2006.  China Marketing
is a holding company and has no operations other than
administrative matters and the ownership of its direct and
indirect operating subsidiaries.  Through its indirect Chinese
subsidiaries, it is engaged in the business of selling magazines
and advertising space in its magazines, providing sales and
marketing consulting services and online sales of various consumer
products.  All of the Company's operations, assets, personnel,
officers and directors are located in China.  Currently, it
publishes China Marketing magazine in China.


CICERO INC: Chairman John Steffens Holds 42.6% Equity Stake
-----------------------------------------------------------
Cicero Inc. agreed with (i) certain lenders of short and long term
notes, including certain directors and significant shareholders of
the Company, to convert $3,576,515 of principal and interest into
23,843,433 shares of the Company's common stock; and (ii) certain
holders of the Company's Series B Preferred Stock, including
certain directors and significant shareholders of the Company, to
convert $264,800 of accrued Series B dividends into 1,765,329
shares of the Company's common stock.  These amounts were
converted at a price of $0.15 per share of common stock.

As a result, the number of the Company's shares of common stock
beneficially owned by John L. Steffens, the Company's Chairman of
the Board, increased to 28,315,481 shares, and Mr. Steffen's
overall all percentage of beneficial ownership of the Company's
common stock increased from 24.4% to 42.6%.

                         About Cicero Inc.

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

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

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

The Company reported a net loss of $2.97 million in 2011,
compared with a net loss of $459,000 in 2010.

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


CIRCLE ENTERTAINMENT: Bryan Bloom Reappointed as Director
---------------------------------------------------------
The Huff Alternative Fund, as the holder of Circle Entertainment
Inc.'s single share of outstanding Non-Voting Designated Preferred
Stock, reappointed Bryan Bloom to serve as its director designee
on the Company's Board of Directors in accordance with its rights
under the Certificate of Designation for the Non-Voting Preferred
Stock to fill the vacancy created by Huff on April 8, 2010, when
it removed Mr. Bloom as its director designee.

Accordingly, as of April 16, 2012, the number of directors on the
Board has been increased from six to seven directors and Bryan
Bloom has become a director.

In accordance with the terms of the Non-Voting Designated
Preferred Stock, at the written request of Huff, the Board is
required to appoint Mr. Bloom to serve on each committee of the
Board to the extent permissible under the applicable rules and
regulations of the Securities and Exchange Commission or The
NASDAQ Global Market, or applicable law.  The Board has not
received any that written request from Huff to appoint Mr. Bloom
to serve on any committees of the Board.

Mr. Bloom served as Huff's director designee on the Company's
Board of Directors from May 13, 2008, until his aforesaid removal
by Huff on April 8, 2010, and has served as counsel of W.R. Huff
Asset Management Co. and its affiliates for the past eighteen
years.  He is a Trustee of the Adelphia Recovery Trust, was
previously a director of CKx, Inc., and serves on the board of
several private companies.

                     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.


CONDOR INSURANCE: Official, Lawyer Are Liable for $314 Million
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a U.S. bankruptcy judge in Gulfport, Mississippi
ruled that a former asset manager and a lawyer for Condor
Insurance Ltd. are liable for $314.3 million.

The liquidators sued Byron Tyghe Williams, the asset manager, and
T. Alan Owen, a former lawyer, in November 2007.

According to the report, U.S. Bankruptcy Judge Neil P. Olack found
the former asset manager and the lawyer were liable in an opinion
on April 11 because there were no disputes about the facts.  They
were held liable in part because some of their papers were
submitted too late and without an excuse for tardiness.  Judge
Olack said the two assisted in transferring the bulk of Condor's
assets just before bankruptcy when the company was insolvent or
almost so. The two were held liable under Nevis law for dishonest
assistance.

The report notes that the suits in the bankruptcy court were made
possible by a March 2010 ruling from the U.S. Court of Appeals in
New Orleans.  The appeals court ruled the foreign representatives
from Nevis were entitled to bring fraudulent transfer suits in the
Chapter 15 case based on foreign law without initiating a separate
Chapter 7 or 11 case in the U.S.

The case is Fogerty v. Condor Guaranty Inc. (In re Condor
Insurance Ltd.), 07-05049, U.S. Bankruptcy Court, Southern
District of Mississippi (Gulfport).  The appeals court case was
Fogerty v. Petroquest Resource Inc. (In re Condor Insurance
Ltd.), 09-60193, U.S. Court of Appeals for the Fifth Circuit
(New Orleans).

                      About Condor Insurance

Liquidators filed a petition for Chapter 15 protection on behalf
of Condor Insurance Limited (Bankr. S.D. Miss. Case No. 07-51045)
on July 26, 2007.  Condor, an insurance company, was undergoing
liquidation on the island of Nevis under proceedings akin to
Chapter 7 in the U.S.  The U.S. bankruptcy judge in March 2010
recognized the proceedings in Nevis as the "foreign main
proceeding," which automatically halted creditor actions in the
U.S.


CONSTELLATION BRANDS: Fitch Raises Issuer Default Rating to 'BB+'
-----------------------------------------------------------------
Fitch Ratings has upgraded the Issuer Default Rating (IDR) and
debt ratings for Constellation Brands, Inc. (STZ) as follows:

Constellation Brands, Inc.

Long-term IDR upgraded to 'BB+' from 'BB';

Secured bank credit facility upgraded to 'BB+' from 'BB';

Senior unsecured notes upgraded to 'BB+' from 'BB'.

The Rating Outlook is revised to Stable. This rating action
affects approximately $3.1 billion of debt at Feb. 29, 2012.
Additionally, Fitch has assigned a 'BB+' rating to the $600
million 6% notes due 2022 recently issued by STZ.

The upgrade reflects STZ's significant free cash flow (FCF),
reduced debt levels and largely internally funded share
repurchases. STZ's ratings and outlook reflect the company's
leading global market positions and well-known portfolio of wine,
spirits and beer brands. The ratings balance the general stability
of the company's operations, good operating margins and consistent
free cash flow generation with its acquisitive nature and
leverage, which has been declining.

Fitch does not anticipate further upgrades to STZ's ratings at
this point. Management would have to commit to and achieve
investment grade metrics. Negative rating actions are possible if
a significant and ongoing deterioration in operating results occur
or the company engages in large debt financed acquisitions and/or
share repurchases. A downgrade could also occur if Grupo Modelo
(Modelo) unexpectedly terminates the Crown Imports JV and STZ
fails to materially reduce debt during the three year termination
period.

The company generates a substantial amount of FCF as evidenced by
its averaging over $450 million in FCF annually the past five
years. Fitch believes STZ's expectation of producing between $425
million and $475 million in FCF in fiscal 2013 is very achievable.
STZ has used a combination of FCF and divestitures to reduce debt
to $3.1 billion from a peak of almost $5.3 billion at May 31,
2008. While Fitch does not anticipate further debt reduction,
current debt levels are consistent with a 'BB+' rating given
current operating earnings.

STZ share repurchase program is expected to be largely funded by
FCF. STZ recently announced a $1 billion share repurchase program
that will be completed over the next two years. The program will
commence after STZ completes its previous $500 million program
under which the company had $86 million remaining at fiscal 2012
year end. Given STZ's share repurchase plans and expected FCF,
Fitch sees debt levels flat to growing very modestly.

STZ's North American shipment volume decreased 0.8% for the fiscal
year ended Feb. 29, 2012 due to an overlap of the 2011 distributor
inventory build as part of the company's U.S. distributor
consolidation. Fitch anticipates wine category growth in calendar
2012 will be in the low single digits and expects STZ's volume
growth to be in line with industry. Crown Imports had a good year
with its depletions growing mid-single digits and domestic
category depletion continuing to decline in the low single digits.
Fitch forecasts 2012 U.S. beer category growth will be flat to
down low single digits and expects Crown Imports volume to grow in
the low single digits. Fitch believes this will translate into
modest operating income growth and stable credit metrics.

Credit measures for STZ are within Fitch's expectations. For the
period ended Feb. 29, 2012, total debt to operating EBITDA plus
equity income was 3.4 times (x), flat compared to the prior
period. STZ has a stated leverage target range of 3x to 4x. Fitch
includes the equity income from STZ's interest in the Crown
Imports LLC JV in its leverage calculation since cash
distributions are roughly equivalent and STZ exercises a
considerable amount of control of Crown Imports LLC. Fitch
estimates Funds Flow from Operations (FFO) Adjusted Leverage was
3.1x at Feb. 29, 2012, down from 4.0x, due in part to the
favorable tax treatment from the sale of Australian and UK wine
business. Operating EBITDA plus Equity Income to Interest Expense
was 5.1x at Feb. 29, 2012, up from 4.8x for fiscal 2011.

STZ's liquidity remains adequate. As of Nov. 30, 2011, the company
had a liquidity position of $446.6 million including $390.8
million of availability under its revolving credit facility and
$55.8 million of cash and equivalents. At Feb. 29, 2012, the
company had $85.8 million of cash and equivalents. The company is
facing substantially higher, but manageable maturities in fiscal
2013, 2014, and 2015 of $314.1 million, $314.1 million, and $599.7
million respectively. The company has largely addressed the next
two years of maturities which are term loan payments with its $600
million issuance of senior unsecured notes.

Modelo has the right to terminate the Crown Imports JV and import
Modelo brands on its own starting in 2017 if Modelo informs STZ of
its intent to terminate by the end of 2013. Otherwise the Crown
Imports JV automatically renews for 10 more years. If Modelo
terminates and utilizes another importer, STZ is entitled to 8x
one year's EBIT of STZ's share of Crown Imports JV. Fitch does not
expect Modelo to terminate the Crown Imports JV given the Modelo
brands' strong performance. If Modelo does terminate the JV, Fitch
expects STZ to be able to reduce debt with the three years of EBIT
plus the potential 8x STZ's share of one year of Crown Imports
JV's EBIT.

Fitch believes the security of the credit facility, being equity
in subsidiaries rather than hard assets, is relatively weak and
therefore has chosen not to distinguish between the secured credit
facility rating and the senior unsecured notes rating at the 'BB'
level. STZ's capital structure does not provide an advantage
structurally to any one issue. STZ is the issuer of all the
company's notes outstanding and the borrower under its credit
agreements for its facilities.


CRET RESTORATION: Hearing on Case Dismissal Bid Reset for May 1
---------------------------------------------------------------
The hearing on a motion to dismiss the bankruptcy case of CRET
Restoration, Inc. is re-scheduled for May 1, 2012, at 10:30 a.m.
at Courtroom 3-C, Greenbelt.  The hearing was previously set on
April 4, 2012, at 2:30 p.m. at the same venue.

CRET Restoration Inc., based in Fort Washington, Maryland, was
placed in involuntary Chapter 11 bankruptcy (Bankr. D. Md. Case
No. 12-10648) by creditors M. Evelyn Jones, A Powell Management
LLC, CDM Associates Inc., and NKB Investment Group on Jan. 13,
2012.  Judge Wendelin I. Lipp presides over the case.


CYBERDEFENDER CORP: John Combias Ceases to Hold 5% Equity Stake
---------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, John A. Combias disclosed that, as of
Dec. 31, 2011, he beneficially owns 125,000 shares of common stock
of CyberDefender Corporation representing 0.44% based upon
28,624,302 shares of the Company's common stock outstanding.

As reported by the TCR on Feb. 22, 2012, Mr. Combias reported
beneficial ownership of 1,758,823 common shares or 6.14% equity
stake.

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

                         http://is.gd/k4xhbI

                         About CyberDefender

Los Angeles, Calif.-based CyberDefender Corporation is a provider
of remote LiveTech services and security and computer optimization
software and to the consumer and small business market.  The
Company's mission is to bring to market advanced solutions to
protect computer users against Internet viruses, spyware, identity
theft and related security threats.

The Company reported a net loss of $17.58 million on $39.88
million of total net revenue for the nine months ended Sept. 30,
2011, compared with a net loss of $31.21 million on $31.93 million
of total net revenue for the same period a year ago.

In regulatory filings, the Company disclosed $7.96 million in
total assets, $42.54 million in total liabilities, and a $34.58
million total stockholders' deficit, as of Sept. 30, 2011.

CyberDefender Corporation filed for Chapter 11 protection (Bankr.
D. Del. Case No. 12-10633) on Feb. 23, 2012.

The Company, which estimated up to $10 million in assets and up to
$50 million in liabilities as of the Chapter 11 filing,
concurrently announced that it has entered into an asset purchase
agreement with GR Match, an affiliate of Guthy-Renker, to sell
substantially all of its assets to GR Match.

GR Match has committed to provide up to $4.6 million in debtor-in-
possession financing.

XRoads Solutions Group, LLC serves as financial advisor to the
Company and Pachulski Stang Ziehl & Jones LLP (James E. O'Neill)
serves as bankruptcy counsel.

As reported by the TCR on April 4, 2012, CyberDefender won
approval to move ahead with a bankruptcy auction of its business.
The Company has entered into an asset purchase agreement to sell
substantially all assets to GR Match, an affiliate of Guthy-
Renker, absent higher and better offers.


CYBRDI INC: KCCW Accountancy Raises Going Concern Doubt
-------------------------------------------------------
Cybrdi, Inc., filed on April 16, 2012, its annual report on Form
10-K for the fiscal year ended Dec. 31, 2011.

KCCW Accountancy Corp., in Diamond Bar, California, expressed
substantial doubt about Cybrdi's ability to continue as a going
concern.  The independent auditors noted that the Company has
incurred recurring losses, accumulated deficit, and working
capital deficit at Dec. 31, 2011, and 2010.

The Company reported a net loss of $347,000 on $546,000 of
revenues for 2011, compared with a net loss of $538,700 on
$819,700 of revenues for 2010.

The Company's balance sheet at Dec. 31, 2011, showed
$10.91 million in total assets, $5.81 million in total
liabilities, and stockholders' equity of $5.10 million.

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

                       http://is.gd/EDvgvq

Cybrdi, Inc., located in Xi'an, Shaanxi, People's Republic of
China, is holding company incorporated with 80% equity in Chaoying
Biotech, which is engaged in biotechnology manufacturing, and
research and development.  Through Chaoying Biotech, Cybrdi also
controls SD Chaoying, a cultural and entertainment company, which
is also developing a casino.


DELTA PETROLEUM: Brower Piven Starts Class Suit for Share Buyers
----------------------------------------------------------------
Brower Piven, A Professional Corporation, announces that a class
action lawsuit has been commenced in the U.S. District Court for
the District of Colorado on behalf of purchasers of the publicly
traded securities of Delta Petroleum, Inc. during the period
between Nov. 9, 2010 and Nov. 9, 2011, inclusive.

If you have suffered a net loss for all transactions in Delta
Petroleum, Inc. publicly traded securities during the Class
Period, you may obtain additional information about this lawsuit
and your ability to become a lead plaintiff by contacting Brower
Piven at http://www.browerpiven.comby email at
hoffman@browerpiven.com, by calling 410/415-6616, or at Brower
Piven, A Professional Corporation, 1925 Old Valley Road,
Stevenson, Maryland 21153.  Attorneys at Brower Piven have
combined experience litigating securities and class action cases
of over 60 years.

No class has yet been certified in the above action. Members of
the Class will be represented by the lead plaintiff and counsel
chosen by the lead plaintiff.  If you wish to choose counsel to
represent you and the Class, you must apply to be appointed lead
plaintiff no later than June 18, 2012 and be selected by the
Court.  The lead plaintiff will direct the litigation and
participate in important decisions including whether to accept a
settlement and how much of a settlement to accept for the Class in
the action.  The lead plaintiff will be selected from among
applicants claiming the largest loss from investment in the
Company during the Class Period.  You are not required to have
sold your shares to seek damages or to serve as a Lead Plaintiff.

The complaint accuses the defendants of violations of the
Securities Exchange Act of 1934 by virtue of the Company's failure
to disclose during the Class Period that the Company was not
adequately reserving for its dry hole costs and impairments,
causing its financial results to be materially misstated, that
Delta's unproductive assets would hinder its ability to find a
buyer for itself or its assets as the value of the Company's
assets was less than the value of its aggregate debt, and that the
Company had significant exposure to liquidity concerns.  According
to the complaint, after, on Nov. 9, 2011, Delta announced a net
loss of $429.4 million for the quarter ended Sept. 30, 2011 due
mostly to costs associated with drilling dry holes and announced
that the Company had not received any offers to purchase the
Company or its assets, and as a result, Delta would be forced to
restructure its indebtedness and, should it be unsuccessful in
achieving a transaction or transactions addressing the Company's
liquidity, seek protection under Chapter 11 of the U.S. Bankruptcy
Code, the value of Delta shares declined significantly.

Also according to the complaint, on Dec. 16, 2011, Delta announced
that it, along with its affiliates, had filed a voluntary petition
for reorganization under Chapter 11 in the U.S. Bankruptcy Court.

If you choose to retain counsel, you may retain Brower Piven
without financial obligation or cost to you, or you may retain
other counsel of your choice.  You need take no action at this
time to be a member of the class.

                       About Delta Petroleum

Delta Petroleum Corporation (NASDAQ: DPTR) is an independent oil
and gas company engaged primarily in the exploration for, and the
acquisition, development, production, and sale of, natural gas and
crude oil.  Natural gas comprises over 90% of Delta's production
services.  The core area of its operations is the Rocky Mountain
Region of the United States, where the majority of the proved
reserves, production and long-term growth prospects are located.

Delta and seven of its subsidiaries sought Chapter 11 bankruptcy
protection (Bankr. D. Del. Case Nos. 11-14006 to 11-14013,
inclusive) on Dec. 16, 2011, roughly six weeks before the Jan. 31,
2012 scheduled maturity of its $38.5 million secured credit
facility with Macquarie Bank Limited and after several months of
unsuccessful attempts to sell the business.  Delta disclosed
$375,498,248 in assets and $310,679,157 in liabilities, which also
include $152,187,500 in outstanding obligations on account of the
7% senior unsecured notes issued in March 2005 with US Bank
National Association indenture trustee; and $115,527,083 in
outstanding obligations on account of 3-3/4% Senior Convertible
Notes due 2037 issued in April 2007.  In its amended schedules,
the Delta Petroleum disclosed $373,836,358 in assets and
$312,864,788 in liabilities.

W. Peter Beardsley, Esq., Christopher Gartman, Esq., Kathryn A.
Coleman, Esq., and Ashley J. Laurie, Esq., at Hughes Hubbard &
Reed LLP, in New York, N.Y., represent the Debtors as counsel.
Derek C. Abbott, Esq., Ann C. Cordo, Esq., and Chad A. Fights,
Esq., at Morris, Nichols, Arsht & Tunnel LLP, in Wilmington, Del.,
represent the Debtors as co-counsel.  Conway Mackenzie is the
Debtors's restructuring advisor.  Evercore Group L.L.C. is the
financial advisor and investment banker.  The Debtors selected
Epiq Bankruptcy Solutions, LLC as claims and noticing agent.  The
petition was signed by Carl E. Lakey, chief executive officer and
president.

Delta will hold an auction for the business on March 26, 2012.  No
buyer is under contract.  There is $57.5 million in financing for
the Chapter 11 effort.

The U.S. Trustee told the bankruptcy judge that there was
insufficient interest from creditors to form an official committee
of unsecured creditors.


DEWEY & LEBOEUF: Said To Be In Talks With Greenberg on Merger
-------------------------------------------------------------
Dow Jones Newswires' Jennifer Smith and The Wall Street Journal's
Mike Spector report that according to a person familiar with the
matter New York law firm Dewey & LeBoeuf LLP is in preliminary
talks with rival firm Greenberg Traurig LLP about a possible
transaction.

The report notes Dewey acknowledged Friday that it is considering
merging with another firm, among other options.

Leaders at Dewey, which is struggling to manage a heavy debt load
amid an exodus of partners, said in a firmwide memo that it was
considering "various paths," without giving specific details,
accordin got the report. "At this point, nothing is definitive,"
they wrote.

The report notes the firm's comments followed a report in The Wall
Street Journal that said Dewey is considering a novel rescue plan
that would involve a prearranged bankruptcy as a way of shedding
liabilities before a sale.  The firm noted the Journal report in
an internal memo and didn't dispute that it was considering
seeking bankruptcy protection.

"We are not going to comment on every rumor and bit of speculation
that is put forward," a firm spokesman said, according to the
report.

Greenberg has had "preliminary discussions relating to lawyers at
Dewey LeBoeuf" but no commitments have been made, said a
spokeswoman at that firm, the report relates.

Dewey & LeBoeuf became one of the largest in New York five years
ago when Dewey Ballantine LLP, which was founded in 1909, merged
with LeBoeuf, Lamb, Greene & MacRae, which began in 1929.  The
report recounts merged firm pursued an ambitious plan to become
one of the elite Wall Street firms.  It recruited lawyers with big
books of business, partly using compensation promises made to some
lawyers that became increasingly difficult to meet over time.

Greenberg was founded in Miami and has more than 1,700 lawyers.

According to the report, a merger through bankruptcy is an unusual
move for law firms, particularly of this size.  The report notes
law firms usually used bankruptcy just to shut down, until late
last year when a South Florida law firm that specialized in real-
estate law, Ruden McClosky, used the bankruptcy process to clinch
a $7.8 million cash-and-debt sale to a new owner.

According to the report, legal consultant Peter Zeughauser said
opening Dewey's books to a prospective suitor is risky because
then the other firm learns which lawyers are pulling in the most
money and how much they get paid.  That makes it easier to cherry-
pick the most valuable assets, and, if talks collapse, "causes
further loss of confidence in the firm's future," Mr. Zeughauser
said.  "The suitor holds all the cards."

The report also notes Bill Brennan, a principal with the legal
consulting firm Altman Weil Inc. said, "A bankruptcy is better for
the people in the firm -- the partners, associates and support
staff, if the firm survives."  He added,,"But it's unlikely that
their clients will be willing to stay with a law firm that
declared bankruptcy."


DEX MEDIA WEST: Bank Debt Trades at 36% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Dex Media West LLC
is a borrower traded in the secondary market at 63.50 cents-on-
the-dollar during the week ended Friday, April 20, 2012, an
increase of 0.33 percentage points from the previous week,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  The Company pays 450 basis points above
LIBOR to borrow under the facility.  The bank loan matures on
Oct. 24, 2014, and carries Moody's Caa3 rating and Standard &
Poor's D rating.  The loan is one of the biggest gainers and
losers among 170 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

                 About R.H. Donnelley & Dex Media

Based in Cary, North Carolina, R.H. Donnelley Corp., fka The Dun &
Bradstreet Corp. (NYSE: RHD) -- http://www.rhdonnelley.com/--
publishes and distributes print and online directories in the U.S.
It offers print directory advertising products, such as yellow
pages and white pages directories.  R.H. Donnelley Inc., Dex
Media, Inc., and Local Launch, Inc., are the company's only direct
wholly owned subsidiaries.

Dex Media East LLC is a publisher of the official yellow pages and
white pages directories for Qwest Communications International
Inc. in the states, where Qwest is the primary incumbent local
exchange carrier, such as Colorado, Iowa, Minnesota, Nebraska, New
Mexico, North Dakota and South Dakota.

R.H. Donnelley Corp. and 19 of its affiliates, including Dex Media
East LLC, Dex Media West LLC and Dex Media, Inc., filed for
Chapter 11 protection (Bank. D. Del. Case No. 09-11833 through 09-
11852) on May 28, 2009, after missing a $55 million interest
payment on its senior unsecured notes.  James F. Conlan, Esq.,
Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq., Jeffrey E. Bjork,
Esq., and Peter K. Booth, Esq., at Sidley Austin LLP, in Chicago,
represented the Debtors in their restructuring efforts.  Edmon L.
Morton, Esq., and Robert S. Brady, Esq., at Young, Conaway,
Stargatt & Taylor LLP, in Wilmington, Delaware, served as the
Debtors' local counsel.  The Debtors' financial advisor was
Deloitte Financial Advisory Services LLP while its investment
banker was Lazard Freres & Co. LLC.  The Garden City Group, Inc.,
served as claims and noticing agent.  The Official Committee of
Unsecured Creditors tapped Ropes & Gray LLP as its counsel, Cozen
O'Connor as Delaware bankruptcy co-counsel, J.H. Cohn LLP as its
financial advisor and forensic accountant, and The Blackstone
Group, LP, as its financial and restructuring advisor.  The
Debtors emerged from Chapter 11 bankruptcy proceedings at the end
of January 2010.


DEX ONE: Closes Tender offer for 12% / 14% Sr. Subordinated Notes
-----------------------------------------------------------------
Dex One Corporation has accepted for purchase approximately $98
million in principal amount of its approximately $311 million
aggregate outstanding principal amount of 12% / 14% Senior
Subordinated Notes due 2017 that were validly tendered and not
validly withdrawn pursuant to its previously announced cash tender
offer for the Notes.

The Tender Offer was made pursuant to the Offer to Purchase dated
March 20, 2012, and the related Letter of Transmittal.  The Tender
Offer expired at 9:00 a.m. New York City time, on April 19, 2012.
The total consideration paid by the company for Notes accepted for
purchase was $270 per $1,000 aggregate principal amount of those
Notes plus an amount in cash in lieu of the accrued and unpaid
interest on those Notes, calculated at a rate of 12% per annum on
the aggregate principal amount of such Notes from March 31, 2012,
to, but not including, April 19, 2012.

Houlihan Lokey acted as dealer manager for the Tender Offer.
Questions regarding the Tender Offer may be directed to the
Liability Management Group of Houlihan Lokey at (212) 497-7864.

                           About Dex One

Dex One, headquartered in Cary, North Carolina, is a local
business marketing services company that includes print
directories and online voice and mobile search.  Revenue was
approximately $1.1 billion for the LTM period ended Sept. 30,
2010.

R.H. Donnelley Corp. and 19 of its affiliates, including Dex
Media East LLC, Dex Media West LLC and Dex Media Inc., filed for
Chapter 11 protection on May 28, 2009 (Bank. D. Del. Case No. 09-
11833 through 09-11852).  They emerged from bankruptcy on Jan. 29,
2010.  On the Effective Date and in connection with its emergence
from Chapter 11, RHD was renamed Dex One Corporation.

Dex One reported a net loss of $518.96 million in 2011 compared
with a net loss of $923.59 million for the eleven months ended
Dec. 31, 2010.

The Company's balance sheet at Dec. 31, 2011, showed $3.46 billion
in total assets, $3.47 billion in total liabilities, and a
$9.86 million total shareholders' deficit.

                           *     *      *

In the April 2, 2012, edition of the TCR, Moody's Investors
Service has downgraded the corporate family rating (CFR) for Dex
One Corporation's to Caa3 from B3 based on Moody's view that a
debt restructuring is inevitable.  Moody's has also changed Dex's
Probability of Default Rating (PDR) to Ca/LD from B3 following the
company's purchase of about $142 million of par value bank debt
for about $70 million in cash.  The Caa3 rating also reflects
Moody's view that additional exchanges at a discount are likely in
the future since the company amended its bank covenants to make it
possible to repurchase additional bank debt on the open market
through the end of 2013.

As reported by the TCR on April 4, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Cary, N.C.-based
Dex One Corp. and related entities to 'CCC' from 'SD' (selective
default).  "The upgrade reflects our assessment of the company's
credit profile after the completion of the subpar repurchase
transaction in light of upcoming maturities, future subpar
repurchases, and our expectation of a continued week operating
outlook," explained Standard & Poor's credit analyst Chris
Valentine.


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

Moody's current ratings on Discover Financial Services are:

Senior Unsecured (domestic currency) ratings of Ba1

Senior Unsecured Shelf (domestic currency) ratings of (P)Ba1

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

Preferred Shelf (domestic currency) ratings of (P)Ba3

Preferred shelf -- PS2 (domestic currency) ratings of (P)B1

RATING RATIONALE

DFS' ratings reflect the company's improved financial profile
including increased profitability, stronger capital metrics,
satisfactory liquidity, and solid franchise in US Card Issuing.
The ratings also takes into account the challenges inherent in
DFS' continuing build out of its direct banking platform, as well
as its announced capital deployment initiatives and potential
effects on key capital metrics.

Rating Outlook

The rating outlook is stable.

What Could Change the Rating - Up

Moody's is monitoring the development of DFS's direct banking
platform, including growth rates, deposit customer retention,
asset quality, and profitability. In Moody's view it will take
time to fully develop these initiatives -- and to assess their
success -- and the company may encounter challenges particularly
given the parlous economic environment. Prudent management of
these non-card segments, in combination with continued
satisfactory consolidated capital, liquidity, and profitability,
could lead to upward adjustment of the ratings.

What Could Change the Rating - Down

Significant weakening of core profitability, key capital metrics
including Tier 1 Leverage and TCE/RWA, and liquidity profile.

The methodologies used in this rating were Bank Financial Strength
Ratings: Global Methodology published in February 2007 and
Incorporation of Joint-Default Analysis into Moody's Bank Ratings:
Global Methodology published in March 2012.




DOMINION RESOURCES: Moody's Issues Summary Credit Opinion
---------------------------------------------------------
Moody's Investors Service issued a summary credit opinion on
Dominion Resources Inc. and includes certain regulatory
disclosures regarding its ratings.  The release does not
constitute any change in Moody's ratings, outlook or rating
rationale for Dominion Resources Inc. and its affiliates.

Moody's current ratings on Dominion Resources Inc. and its
affiliates are:

Dominion Resources Inc.

Senior Unsecured domestic currency ratings of Baa2

Junior Subordinate domestic currency ratings of Baa3

Senior Unsec. Shelf domestic currency ratings of (P)Baa2

Junior Subord. Shelf domestic currency ratings of (P)Baa3

Pref. Shelf domestic currency ratings of (P)Ba1

Commercial Paper ratings of P-2

BACKED Senior Unsecured domestic currency ratings of Baa2

BACKED Pref. Stock domestic currency ratings of Baa3

Consolidated Natural Gas Company

BACKED Senior Unsecured domestic currency ratings of Baa2

Virginia Electric and Power Company

Senior Unsecured domestic currency ratings of A3

Senior Unsecured MTN domestic currency ratings of (P)A3

LT Issuer Rating ratings of A3

Pref. Stock ratings of Baa2

Pref. Stock domestic currency ratings of Baa2

Senior Secured Shelf domestic currency ratings of (P)A1

Senior Unsec. Shelf domestic currency ratings of (P)A3

Junior Subord. Shelf domestic currency ratings of (P)Baa1

Commercial Paper domestic currency ratings of P-2

BACKED Senior Unsecured domestic currency ratings of A3

BACKED LT IRB/PC domestic currency ratings of A3

BACKED Short Term IRB domestic currency ratings of VMIG 2

BACKED Other Short Term domestic currency ratings of VMIG 2

Panda-Rosemary Funding Corporation

BACKED Senior Unsecured domestic currency ratings of A3

Dominion Resources Capital Trust I

BACKED Pref. Stock domestic currency ratings of Baa3

Dominion Resources Capital Trust III

BACKED Pref. Stock domestic currency ratings of Baa3

Dominion Resources Capital Trust IV

BACKED Pref. Shelf domestic currency ratings of (P)Baa3

Ratings Rationale

Dominion's Baa2 senior unsecured rating is supported by the
diversity of its operations and the stability of cash flow from
VEPCO and certain other regulated operations, coupled with Moody's
expectations that about three quarters of total capital
expenditures will be directed toward regulated businesses over the
next three years and that financial metrics, which have generally
been appropriate to the rating category, will remain reasonably
well positioned. These factors are balanced against the potential
drag on earnings and cash flow of lower power prices (which affect
the unhedged portion of the merchant portfolio), an expectation of
considerable negative free cash flow caused by a large capex
program and a sizeable dividend, and a substantial portion of
consolidated debt at the holding company (about 40%).

Rating Outlook

Dominion's stable rating outlook primarily reflects Moody's
expectation that any changes to the company's business mix will be
in the direction of more regulated cash flows as the company
focuses primarily on its regulated investment opportunities, and a
stable regulatory environment for its principal subsidiary VEPCO.
The stable outlook also reflects Moody's expectation that Dominion
will produce key financial credit metrics which are commensurate
with the Baa2 ratings category, including producing CFO pre-
W/C/Debt in the mid-to-high-teens range and CFO pre-W/C -
Dividends/Debt in the low-to-mid teens range.

What Could Change the Rating - Up

A rating upgrade appears unlikely over the near to intermediate-
term horizon, primarily due to Moody's view that Dominion's
capital expenditure program, in conjunction with its dividend
payout, will most likely keep its key cash flow and capitalization
metrics in the mid-Baa range. Nevertheless, should Dominion
produce materially higher financial credit metrics, such that CFO
pre-W/C/Debt were in the low 20% range and CFO pre-W/C -
Dividends/Debt were in the mid-to-high teens range for a sustained
period, the ratings could be upgraded. A material decrease in the
overall business risk profile, for instance by a divestiture of
the more volatile non-regulated generation business, could
somewhat decrease the financial metrics threshold for an upgrade.

What Could Change the Rating - Down

Dominion's ratings could be downgraded if there were a material
weakening of its consolidated financial metrics (for instance if
CFO Pre-WC/Debt were in the low-to-mid teens range or CFO pre-W/C
- Dividends/Debt were below 12% for a sustained period of time), a
deterioration in the liquidity profile (for instance from
unexpectedly large swings in the collateral required for its
hedging program), a failure to finance the capital expenditure
program with an appropriate mix of debt and equity, or an
unexpectedly more contentious regulatory environment at VEPCO.

The principal methodology used in these ratings was Regulated
Electric and Gas Utilities published in August 2009.


ENOVA SYSTEMS: Gets NYSE Amex Exchange Non-Compliance Notice
------------------------------------------------------------
Enova Systems Inc. disclosed that on April 17, 2012, it received
notice from the NYSE Amex LLC indicating that the Company is not
in compliance with one of the Exchange's continued listing
standards as set forth in Part 10 of the Exchange's Company Guide,
and the Company has therefore become subject to the procedures and
requirements of Section 1009 of the Company Guide. Specifically,
the Company is not in compliance with Section 1003(a) (iii) with
stockholders' equity of less than $6,000,000 and losses from
continuing operations and/or net losses in five consecutive fiscal
years.

As is the Exchange's policy, Enova has been afforded the
opportunity to submit a plan of compliance to the Exchange by May
17, 2012 addressing how the Company intends to regain compliance
with the continued listing standards of the Company Guide within a
maximum of 18 months.  The Company is taking steps to prepare and
submit such a plan to the Exchange on or before May 17, 2012.  If
the plan is accepted but the Company is not in compliance with the
continued listing standards of the Company Guide by October 15,
2013 or if the Company is not making progress consistent with the
plan during the Plan Period, the Company would become subject to
delisting procedures in accordance with Section 1010 and Part 12
of the Company Guide.

Torrance, California-based Enova Systems, Inc., develops, designs
and produces proprietary, power train systems and related
components for electric and hybrid electric buses and medium and
heavy duty commercial vehicles.


FARLAP DEVELOPMENT: Case Summary & 9 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Farlap Development Corporation
        2 Cowdray Park Drive
        Greenwich, CT 06831

Bankruptcy Case No.: 12-50710

Chapter 11 Petition Date: April 18, 2012

Court: U.S. Bankruptcy Court
       District of Connecticut (Bridgeport)

Judge: Alan H.W. Shiff

Debtor's Counsel: Matthew K. Beatman, Esq.
                  ZEISLER AND ZEISLER, P.C.
                  558 Clinton Avenue
                  P.O. Box 3186
                  Bridgeport, CT 06605
                  Tel: (203) 368-4234
                  E-mail: MBeatman@zeislaw.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its nine largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/ctb12-50710.pdf

The petition was signed by Corey Kupersmith, president.


FIFTH SEASON INT'L: Marcum Bernstein Raises Going Concern Doubt
---------------------------------------------------------------
Fifth Season International, Inc., filed on April 16, 2012, its
annual report on Form 10-K for the fiscal year ended Dec. 31,
2011.

Marcum Bernstein & Pinchuk LLP, in New York, expressed substantial
doubt about Fifth Season's ability to continue as a going concern.
The independent auditors noted that the Company has a significant
working capital deficiency.  "[A]s of Dec. 31, 2011, the Company
is not in compliance with its loan covenant in connection with its
loan with China Construction Bank," the independent auditors said.

The Company reported net income of $88,326 on $198.73 million of
revenues for 2011, compared with net income of $9.05 million on
$55.97 million of revenues for 2010.

The Company's balance sheet at Dec. 31, 2011, showed
$229.06 million in total assets, $185.88 million in total
liabilities, and stockholders' equity of $43.18 million.

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

                       http://is.gd/nKpTlL

Located in Shenzhen, People's Republic of China, Fifth Season
International, Inc., is engaged in the investment, assignment, and
leasing of commercial properties, in the operation of department
stores, and in the wholesale of goods in China.


FIRSTFED FINANCIAL: FDIC Objects to First Amended Ch. 11 Plan
-------------------------------------------------------------
BankruptcyData.com reports that the FDIC filed with the U.S.
Bankruptcy Court an objection to the Disclosure Statement for the
First Amended Chapter 11 Plan of Reorganization proposed by HoldCo
Advisors.

The FDIC stated, "The Disclosure Statement provides no information
about Holdco, the entity or entities for which it allegedly acts
as "manager," or the type and value of the claims against the
Debtor's estate that they allegedly hold. It is unclear from the
Disclosure Statement that Holdco even has standing to be heard in
this bankruptcy case, much less to propose a plan of
reorganization in which it will exercise such total unreviewable
control over post-reorganization events "in its sole and absolute
discretion" (a phrase that is repeated no fewer than eleven times
in the Disclosure Statement)."

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

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

                      About FirstFed Financial

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

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

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

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

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


FNBH BANCORP: BDO USA Raises Going Concern Doubt
------------------------------------------------
FNBH Bancorp, Inc., filed on April 16, 2012, its annual report on
Form 10-K for the fiscal year ended Dec. 31, 2011.

BDO USA, LLP, in Grand Rapids, Michigan, expressed substantial
doubt about FNBH Bancorp's ability to continue as a going concern.
The independent auditors noted that Corporation's subsidiary bank
is significantly undercapitalized under regulatory capital
guidelines and, during 2009, the Bank entered into a consent order
regulatory enforcement action with its primary regulator, the
Office of the Comptroller of the Currency.  "The consent order
requires management to take a number of actions, including, among
other things, increasing and maintaining its capital levels at
amounts in excess of the Bank's current capital levels.  The Bank
has not yet met the higher capital requirements and is therefore
not in compliance with the consent order."

The Company reported a net loss of $3.57 million on $11.12 million
of net interest income (before provision for loan losses) for
2011, compared with a net loss of $3.89 million on $11.73 million
of net interest income (before provision for loan losses) for
2010.

The Company's balance sheet at Dec. 31, 2011, showed
$292.08 million in total assets, $285.47 million in total
liabilities, and stockholders' equity of $6.61 million.

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

                       http://is.gd/OmA6hR

Howell, Michigan-based FNBH Bancorp, Inc., is a one-bank holding
company, which owns all of the outstanding capital stock of First
National Bank in Howell.  The Bank was originally organized in
1934 as a national banking association.  As of Dec. 31, 2011, the
Bank had approximately 85 full-time and part-time employees.  The
Bank serves primarily five communities, Howell, Brighton, Green
Oak Township, Hartland, and Fowlerville, all of which are located
in Livingston County.


FORT LEE FEDERAL: Closed; Alma Bank Assumes All Deposits
--------------------------------------------------------
Fort Lee Federal Savings Bank, FSB, of Fort Lee, N.J., was closed
on Friday, April 20, 2012, by the Office of the Comptroller of the
Currency, which appointed the Federal Deposit Insurance
Corporation as receiver.  To protect the depositors, the FDIC
entered into a purchase and assumption agreement with Alma Bank of
Astoria, N.Y., to assume all of the deposits of Fort Lee Federal
Savings Bank, FSB.

The sole branch of Fort Lee Federal Savings Bank, FSB, will reopen
during normal business hours as a branch of Alma Bank.  Depositors
of Fort Lee Federal Savings Bank, FSB, will automatically become
depositors of Alma Bank.  Deposits will continue to be insured by
the FDIC, so there is no need for customers to change their
banking relationship in order to retain their deposit insurance
coverage up to applicable limits.  Customers of Fort Lee Federal
Savings Bank, FSB, should continue to use their existing branch
until they receive notice from Alma Bank that it has completed
systems changes to allow other Alma Bank branches to process their
accounts as well.

As of Dec. 31, 2011, Fort Lee Federal Savings Bank, FSB had around
$51.9 million in total assets and $50.7 million in total deposits.
Alma Bank will pay the FDIC a premium of 1.85 percent to assume
all of the deposits of Fort Lee Federal Savings Bank, FSB.  In
addition to assuming all of the deposits of the failed bank, Alma
Bank agreed to purchase around $15.7 million of the failed bank's
assets.  The FDIC will retain the remaining assets for later
disposition.

Customers with questions about the transaction should call the
FDIC toll-free at 1-800-430-8098.  Interested parties also can
visit the FDIC's Web site at

    http://www.fdic.gov/bank/individual/failed/fortlee.html

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $14.0 million.  Compared to other alternatives, Alma
Bank's acquisition was the least costly resolution for the FDIC's
DIF.  Fort Lee Federal Savings Bank, FSB, is the seventeenth FDIC-
insured institution to fail in the nation this year, and the first
in New Jersey.  The last FDIC-insured institution closed in the
state was First State Bank, Cranford, on Oct. 14, 2011.


GATEWAY VENTURES: Case Summary & 5 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Gateway Ventures, LLC
        15165 Ventura Boulevard, Suite 140
        Sherman Oaks, CA 91403

Bankruptcy Case No.: 12-11583

Chapter 11 Petition Date: April 18, 2012

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

Judge: Robert E. Gerber

Debtor's Counsel: Mark K. Lindenberg, Esq.
                  GOLDBERG, SCUDIERI & LINDENBERG, P.C.
                  45 West 45th Street, Suite 1401
                  New York, NY 10036
                  Tel: (212) 921-1600
                  Fax: (212) 840-3941
                  E-mail: bankruptcynotice@gslblaw.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its five largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/nysb12-11583.pdf

The petition was signed by Daniel Shalom, president.


GENERAL MOTORS: New GM Not Required to Honor Extended Warranties
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that General Motors Co., the formal name for the company
that purchased the business of General Motors Corp., isn't liable
to honor extended warranties for some Saturn vehicles that
resulted from a class-action settlement before bankruptcy.

The report recounts that the dispute involved some Saturns for
model years 2002 through 2005 which allegedly have defective
transmissions.  Old GM had extended the warranties to 75,000 miles
from 36,000 miles.  A class-action lawsuit was filed later and
settled with old GM's agreement to extend the warranties to
125,000 miles and pay $4.4 million for the class plaintiffs'
attorneys' fees.  The class-suit settlement had been court-
approved, although not final, when old GM filed for Chapter 11
bankruptcy.  New GM sued in bankruptcy court and prevailed after
trial when U.S. Bankruptcy Judge Robert E. Gerber ruled April 17
that liability under the class settlement didn't pass to new GM
through the bankruptcy sale.

According to the report, Judge Gerber said it was the intent of
old and new GM that the buyer would only take on "those
liabilities that were commercially necessary to the success of new
GM."  Although the sale agreement wasn't dispositive on its own,
Judge Gerber concluded that new GM didn't assume liability under
the settlement.

The lawsuit is Castillo v. General Motors Co., 09-00509, U.S.
Bankruptcy Court, Southern District of New York (Manhattan).

                       About General Motors

With its global headquarters in Detroit, Michigan, General Motors
Company (NYSE:GM, TSX: GMM) -- http://www.gm.com/-- is one of
the world's largest automakers, traces its roots back to 1908.
GM employs 208,000 people in every major region of the world and
does business in more than 120 countries.  GM and its strategic
partners produce cars and trucks in 30 countries, and sell and
service these vehicles through the following brands: Baojun,
Buick, Cadillac, Chevrolet, GMC, Daewoo, Holden, Isuzu, Jiefang,
Opel, Vauxhall, and Wuling.  GM's largest national market is
China, followed by the United States, Brazil, the United Kingdom,
Germany, Canada, and Italy.  GM's OnStar subsidiary is the
industry leader in vehicle safety, security and information
services.

General Motors Co. was formed to acquire the operations of
General Motors Corp. through a sale under 11 U.S.C. Sec. 363
following Old GM's bankruptcy filing.  The U.S. government once
owned as much as 60.8% stake in New GM on account of the
financing it provided to the bankrupt entity.  The deal was
closed July 10, 2009, and Old GM changed its name to Motors
Liquidation Co.

On Nov. 1, 2011, Moody's Investors Service raised New GM's
Corporate Family Rating and Probability of Default Rating to Ba1
from Ba2, and its secured credit facility rating to Baa2 from
Baa3.  Moody's also raised the Corporate Family Rating of GM's
financial services subsidiary -- GM Financial -- to Ba3 from B1.

On Oct. 7, 2011, Fitch Ratings upgraded the Issuer Default
Ratings of New GM, General Motors Holdings LLC, and General
Motors Financial Company Inc., to 'BB' from 'BB-'.

On Oct. 3, 2011, Standard & Poor's Ratings Services raised its
corporate credit rating on New GM to 'BB+' from 'BB-'; and
revised the rating outlook to stable from positive. "We also
raised our issue-level rating on GM's debt to 'BBB' from 'BB+';
the recovery rating remains at '1'," S&P said.

                     About Motors Liquidation

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on
June 1, 2009.  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin,
Esq.,and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges
LLP, assist the Debtors in their restructuring efforts.  Al Koch
at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as
the Chief Executive Officer for Motors Liquidation Company.  GM
is also represented by Jenner & Block LLP and Honigman Miller
Schwartz and Cohn LLP as counsel.  Cravath, Swaine, & Moore LLP
is providing legal advice to the GM Board of Directors.  GM's
financial advisors are Morgan Stanley, Evercore Partners and the
Blackstone Group LLP.  Garden City Group is the claims and notice
agent of the Debtors.

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured
Creditors Holding Asbestos-Related Claims.  Lawyers at Kramer
Levin Naftalis & Frankel LLP served as bankruptcy counsel to the
Creditors Committee.  Attorneys at Butzel Long served as counsel
on supplier contract matters.  FTI Consulting Inc. served as
financial advisors to the Creditors Committee.  Elihu Inselbuch,
Esq., at Caplin & Drysdale, Chartered, represented the Asbestos
Committee.  Legal Analysis Systems, Inc., served as asbestos
valuation analyst.

The Bankruptcy Court entered an order confirming the Debtors'
Second Amended Joint Chapter 11 Plan on March 29, 2011.  The Plan
was declared effect on March 31.


GENWORTH FINANCIAL: Moody's Issues Summary Credit Opinion
---------------------------------------------------------
Moody's Investors Service issued a summary credit opinion on
Genworth Financial, Inc. and includes certain regulatory
disclosures regarding its ratings. This release does not
constitute any change in Moody's ratings or rating rationale for
Genworth Financial, Inc..

Moody's current ratings on Genworth Financial, Inc. 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

Subordinate Shelf (domestic currency) ratings of (P)Ba1

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

Commercial Paper (domestic currency) ratings of P-3

Rating Rationale

Genworth Financial, Inc. (Genworth, NYSE:GNW, senior debt at
Baa3/negative outlook), is an insurance and financial services
holding company focused on providing products and services to meet
the investment, protection, home ownership, retirement and
independent consumer lifestyle needs. Through its life insurance
operating subsidiaries Genworth is a leading provider of
individual LTC insurance sold in the U.S., and has historically
held solid positions in term life insurance and income annuities.
Genworth is also a multinational provider of mortgage insurance
(MI) with a material position in the U.S., and leading positions
in a number of international markets, including Canada and
Australia.

Genworth's Baa3 senior debt rating is 4 notches lower than the A2
insurance financial strength (IFS) rating of the company's lead
life insurance companies. The notching differential between the
main life insurance operating entities and the holding company is
greater than the standard 3 notches, a reflection of the lower
rating of the MI company.

Rating Outlook

The ratings of Genworth and its insurance subsidiaries currently
have negative outlooks.

What to Watch for:

- Management actions to improve market / book value that could
   disadvantage creditors;

- Earnings in U.S. Mortgage Insurance business;

- Ability to get rate increases on legacy block of long-term
   care (LTC).

What Could Change the Rating - Up

Given the negative outlook, it is unlikely there would be an
upgrade over the near term. The following could result in a change
in outlook to stable:

1) Losses and capital requirements of the stress case scenario for
the U.S. MI operations are determined to have a modest impact on
the group;

2) Elimination of downward ratings pressure on the company's lead
life companies (see Genworth Life Insurance Group credit opinion
for specific rating drivers);

3) Return on Capital of 4% or more.

What Could Change the Rating - Down

- Downgrade of the financial strength ratings of the company's
   lead operating mortgage and/or life companies;

- Adjusted financial leverage exceeding 30% and earnings
   coverage falling below 2x on a sustained basis.

The methodologies used in this rating were Moody's Global Rating
Methodology for Life Insurers published in May 2010, and Moody's
Global Rating Methodology for the Mortgage Insurance Industry
published in February 2007.


GETTY PETROLEUM: Judge Confirms Bionol Clearfield' $240MM Win
-------------------------------------------------------------
Peg Brickley at Dow Jones' DBR Small Cap reports that a judge in
New York confirmed Bionol Clearfield LLC's $230 million win over
Getty Petroleum Marketing in a contest over who was at fault for a
failed deal that ultimately sent both companies into bankruptcy.

                       About Getty Petroleum

A remnant of J. Paul Getty's oil empire, Getty Petroleum Marketing
markets gasolines, hydraulic fluids, and lubricating oils through
a network of gas stations owned and operated by franchise holders.
A former subsidiary of Russian oil giant LUKOIL, the company
operates in the Mid-Atlantic and Northeastern US states.  Getty
Petroleum Marketing's primary asset is the more than 800 gas
stations in the Mid-Atlantic states which are located on
properties owned by Getty Realty.  After scaling back the
company's operations to cut debt, in 2011 LUKOIL sold Getty
Petroleum Marketing to investment firm Cambridge Petroleum Holding
for an undisclosed price.

Getty Petroleum and three affiliates filed for Chapter 11
bankruptcy (Bankr. S.D.N.Y. Case Nos. 11-15606 to 11-15609) on
Dec. 5, 2011.  Judge Shelley C. Chapman presides over the case.
Loring I. Fenton, Esq., John H. Bae, Esq., Kaitlin R. Walsh, Esq.,
and Michael J. Schrader, Esq., at Greenberg Traurig, LLP, in New
York, N.Y., serve as Debtors' counsel.  Ross, Rosenthal & Company,
LLP, serves as accountants for the Debtors.  Getty Petroleum
Marketing, Inc., disclosed $46,592,263 in assets and $316,829,444
in liabilities as of the Petition Date.  The petition was signed
by Bjorn Q. Aaserod, chief executive officer and chairman of the
board.

The Official Committee of Unsecured Creditors is represented by
Wilmer Cutler Pickering Hale and Dorr LLP.  Alvarez & Marsal North
America, LLC, serves as the Committee's financial advisors.


GRUBB & ELLIS: Stipulation With Committee and BCG Approved
----------------------------------------------------------
Judge Martin Glenn approved a Stipulation and Settlement
Agreement dated March 21, 2012, among Grubb & Ellis Company, the
Committee of Unsecured Creditors and BGC Partners, Inc.

Under the Agreement, the Debtors and BGC will enter into a Second
Amended and Restated Asset Purchase Agreement.  The parties
acknowledge that time is of the essence with respect to the Sale
Transaction.  The Committee agreed to support the sale of the
Debtors assets to BGC and the Debtors' DIP financing agreement
with BGC.

                     About Grubb & Ellis

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

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

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

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

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

Approval of the sale was simplified when BGC settled with
unsecured creditors by increasing their recovery.

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


GUIDED THERAPEUTICS: Appoints Linda Rosenstock to Board
-------------------------------------------------------
Guided Therapeutics, Inc., appointed Linda Rosenstock, M.D.,
M.P.H., to it Board of Directors.  The addition of Dr. Rosenstock
increases the size of the Company's board to seven.  She will
stand for election at the Company's Annual Stockholder's Meeting
scheduled for June 15, 2012.

"Dr. Rosenstock is recognized both nationally and internationally
as an expert in the field of occupational and environmental health
and has a particular interest in women's healthcare," said Ron
Allen, Chairman of the Guided Therapeutics Board of Directors.
"We are delighted she has accepted an invitation to serve on our
Board and look forward to her future contributions, as we seek to
introduce our patented biophotonic technology around the world and
ultimately improve the early detection of diseases like cervical
and esophageal cancer."

Dr. Linda Rosenstock, 61, is Dean of the University of California,
Los Angeles (UCLA) Fielding School of Public Health.  She holds
appointments as Professor of Medicine and Environmental Health
Sciences and is a recognized authority in broad areas of public
health and science policy

Before coming to UCLA in 2000, Dr. Rosenstock served as Director
of the National Institute for Occupational Safety and Health
(NIOSH) for nearly seven years.  As Director of NIOSH, Dr.
Rosenstock led the only federal agency with a mandate to undertake
research and prevention activities in occupational safety and
health.  During her tenure, she was instrumental in creating the
National Occupational Research Agenda, a framework for guiding
occupational safety and health research and in expanding the
agency's responsibilities.  In recognition of her efforts, Dr.
Rosenstock received the Presidential Distinguished Executive Rank
Award, the highest executive service award in the government and
was also the James P. Keogh Award Winner for 2011, in appreciation
of a lifetime of extraordinary leadership in occupational health
and safety.

Dr. Rosenstock received her M.D. and M.P.H. from The Johns Hopkins
University.  She conducted her advanced training at the University
of Washington, where she was Chief Resident in Primary Care
Internal Medicine and a Robert Wood Johnson Clinical Scholar.

Internationally, Dr. Rosenstock has been active in teaching and
research in many developing countries and has served as an advisor
to the World Health Organization.  Dr. Rosenstock also chaired the
United Auto Workers/General Motors Occupational Health Advisory
Board.  She is an Honorary Fellow of the Royal College of
Physicians and an elected member of the National Academy of
Sciences' Institute of Medicine, where she has served as a member
of their Board on Health Sciences Policy and Chair pf the
Committee for Preventive Services for Women.  In January, 2011,
she was appointed by President Barrack Obama to the Advisory Group
on Prevention, Health Promotion and Integrative and Public Health.

                     About Guided Therapeutics

Guided Therapeutics, Inc. (OTC BB and OTC QB: GTHP)
-- http://www.guidedinc.com/-- is developing a rapid and painless
test for the early detection of disease that leads to cervical
cancer.  The technology is designed to provide an objective result
at the point of care, thereby improving the management of cervical
disease.  Unlike Pap and HPV tests, the device does not require a
painful tissue sample and results are known immediately.  GT has
also entered into a partnership with Konica Minolta Opto to
develop a non-invasive test for Barrett's Esophagus using the
LightTouch technology platform.

The Company reported a net loss of $6.64 million in 2011, compared
with a net loss of $2.84 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $4.31 million
in total assets, $2.73 million in total liabilities and $1.57
million in total stockholders' equity.

In its report on the Company's 2011 Form 10-K, UHY LLP, in
Sterling Heights, Michigan, noted that the Company's recurring
losses from operations and accumulated deficit raise substantial
doubt about its ability to continue as a going concern.

                        Bankruptcy Warning

According to the Form 10-K for the year ended Dec. 31, 2011, the
Company's capital-raising efforts are ongoing.  If sufficient
capital cannot be raised during the fourth quarter of 2012, the
Company has plans to curtail operations by reducing discretionary
spending and staffing levels, and attempting to operate by only
pursuing activities for which it has external financial support,
such as under the Konica Minolta development agreement and
additional NCI or other grant funding.  However, there can be no
assurance that such external financial support will be sufficient
to maintain even limited operations or that the Company will be
able to raise additional funds on acceptable terms, or at all.  In
that a case, the Company might be required to enter into
unfavorable agreements or, if that is not possible, be unable to
continue operations, and to the extent practicable, liquidate or
file for bankruptcy protection.


HANMI FINANCIAL: Reports $7.3 Million Net Income in First Quarter
-----------------------------------------------------------------
Hanmi Financial Corporation reported net income of $7.34 million
on $30.29 million of total interest and dividend income for the
three months ended March 31, 2012, compared with net income of
$10.43 million on $33.87 million of total interest and dividend
income for the same period a year ago.

The Company's balance sheet at March 31, 2011, showed $2.77
billion in total assets, $2.47 billion in total liabilities and
$293.71 million in total stockholders' equity.

"As we celebrate our thirtieth anniversary, we are making
progress, step by step, on the business plans that we crafted last
year.  We are very pleased with the increases in total assets,
loans and deposits this quarter after several years of
deleveraging our balance sheet.  The improved operating platform
we are implementing should provide further benefits and revenue
growth into the future," said Jay S. Yoo, President and Chief
Executive Officer.  "In the first quarter of 2012, we launched the
"Hanmi Neighbor Volunteer Service Program," to serve our
community's youth, healthcare, and education groups.  We believe
this program can be a great opportunity for us to return the
support we have received from our customers and our community and
to further build relationships in the area."

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

                        http://is.gd/cGANrQ

                       About Hanmi Financial

Headquartered in Los Angeles, California, Hanmi Financial Corp.
(Nasdaq: HAFC) -- http://www.hanmi.com/-- is the holding company
for Hanmi Bank, a state chartered bank with headquarters located
at 3660 Wilshire Boulevard, Penthouse Suite A, in Los Angeles.
Hanmi Bank provides services to the multi-ethnic communities of
California, with 27 full-service offices in Los Angeles, Orange,
San Bernardino, San Francisco, Santa Clara and San Diego counties,
and a loan production office in Washington State.

                           Going Concern

At Dec. 31, 2011, the Bank had a tangible stockholders' equity to
total tangible assets ratio of 12.48 percent.  Accordingly, the
Company is in compliance with the Final Order.  Pursuant to the
Written Agreement, the Company is also required to increase, and
is required to maintain, sufficient capital at the Company and at
the Bank that is satisfactory to the Federal Reserve Bank.  Should
the Company's asset quality erode and require significant
additional provision for credit losses, resulting in consistent
net operating losses at the Bank, the Company's capital levels
will decline and the Company will need to raise capital to satisfy
its agreements with the regulators and any future regulatory
orders or agreements the Company may be subject to.

The Bank is subject to additional regulatory oversight as a result
of a formal regulatory enforcement action issued by the Federal
Reserve Bank and the California Department of Financial
Institutions.  On Nov. 2, 2009, the members of the Board of
Directors of the Bank consented to the issuance of the Final Order
from the California Department Financial Institutions.  On the
same date, the Company and the Bank entered into the Written
Agreement with the Federal Reserve Bank.  Under the terms of the
Final Order and the Written Agreement, the Bank is required to
implement certain corrective and remedial measures under strict
time frames.


HAWKER BEECHCRAFT: Bank Debt Trades at 46% Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which Hawker Beechcraft
is a borrower traded in the secondary market at 64.14 cents-on-
the-dollar during the week ended Friday, April 20, 2012, a drop of
2.43 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 200 basis points above LIBOR to borrow
under the facility.  The bank loan matures on March 26, 2014, and
carries Moody's Caa3 rating and Standard & Poor's D rating.  The
loan is one of the biggest gainers and losers among 170 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                     About Hawker Beechcraft

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

Hawker Beechcraft reported a net loss of $631.90 million on
$2.43 billion of sales in 2011, compared with a net loss of
$304.30 million on $2.80 billion of sales in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $2.77 billion
in total assets, $3.73 billion in total liabilities, and a
$956.90 million total deficit.

                           Going Concern

According to the Form 10-K for the year ended Dec. 31, 2011,
management concluded there is substantial doubt about the
Company's ability to continue as a going concern.  The Company
determined not to pay its interest obligations under the Notes on
April 2, 2012, and anticipate an inability to pay interest on the
Notes on future interest payment dates.  Furthermore, the Company
will be required to repay or refinance its Senior Secured Credit
Facilities and the Senior Tranche Advance prior to the repayment
of the Notes and the Company will be required to repay or
refinance the Senior Notes prior to the repayment of the Senior
Subordinated Notes.  The Company has suffered recurring operating
losses resulting in a significant net shareholder's deficit that
raises substantial doubt about its ability to continue as a going
concern.

The Company is operating under a forbearance agreement with its
lenders which defers interest payment obligations and provides
relief from loan covenants through June 29, 2012.  Due to the fact
that the Company has recurring negative cash flows from operations
and recurring losses from operations, the Company will need to
seek additional financing.  There is substantial doubt that the
Company will be able to obtain additional equity or debt financing
on favorable terms, or at all, in order to have sufficient
liquidity to meet its cash requirements for the next twelve
months.

                         Bankruptcy Warning

As of Dec. 31, 2011, the Company was not in compliance with the
covenants under its Senior Secured Credit Facilities and had $0.3
million for additional borrowings under its Revolving Credit
Facility.  As a result, the Company must rely on revenues from its
business to meet its payment obligations under its indebtedness.
The Company determined not to pay its interest obligations under
the Notes on April 2, 2012, and anticipate an inability to pay
interest on the Notes on future interest payment dates.
Furthermore, the Company will be required to repay or refinance
its Senior Secured Credit Facilities and the Senior Tranche
Advance prior to the repayment of the Notes and the Company will
be required to repay or refinance the Senior Notes prior to the
repayment of the Senior Subordinated Notes.  If the Company was
unable to make payments or refinance its debt or obtain new
financing under these circumstances, it would have to consider
other options, such as:

   (a) sales of assets;

   (b) sales of equity;

   (c) negotiations with its lenders to restructure the applicable
       debt; or

   (d) seeking protection under chapter 11 of the U.S. Bankruptcy
       Code.

                           *     *     *

As reported by the Troubled Company Reporter on April 10, 2012,
Moody's Investors Service has downgraded ratings of Hawker
Beechcraft Acquisition, including the probability of default
rating to Ca from Caa3.  Concurrently, a limited default ("LD")
designation has been assigned because Moody's believes that the
company deferred bank debt interest that was due March 30.  Credit
facility forbearance until June 29, 2012 has been arranged for the
interest deferral, financial covenant and other breaches.  The LD
designation will remain in place until resolution of the deferred
interest payment emerges.


HD SUPPLY: Messrs. Holt & Bernasek Quit; V. Amin Named to Board
---------------------------------------------------------------
Allan Holt, a board of directors appointee of The Carlyle Group,
resigned from HD Supply, Inc.'s board of directors and Brian
Bernasek, also a Carlyle appointee, resigned from the Company's
Audit Committee (but remained as a member of the Company's board
of directors, compensation committee, and executive committee).

Pursuant to a stockholders agreement between HDS Investment
Holding, Inc., the Company's parent company, its equity sponsors
and their affiliates, and other stockholders of HDS Investment
Holding, Inc., Carlyle, is entitled to appoint three members of
the Company's board of directors and one member of the Company's
Audit Committee.

Effective April 17, 2012, Carlyle appointed Mr. Vipul Amin to fill
the respective vacancies created by Mr. Holt's resignation from
the Company's board of directors and Mr. Bernasek's resignation
from the Company's Audit Committee.  Mr. Amin will also serve as
the Chair of the Audit Committee.

Mr. Amin, age 35, is a Principal with Carlyle's U.S. Buyout group,
focusing primarily on buyouts, privatizations and strategic
minority investments throughout the U.S. in the industrial and
transportation sector.  Since joining Carlyle in 2000, Mr. Amin
has been actively involved in various Carlyle portfolio companies,
including PQ Corporation and HD Supply currently.  In addition,
Mr. Amin was a member of the transaction team that executed
Carlyle's investments in each of John Maneely Company and Rexnord
Corporation.  Prior to joining Carlyle, Mr. Amin was employed with
Bowles Hollowell Connor and Co. Mr. Amin received an M.B.A. from
Harvard University and an A.B. in philosophy from Duke University.

                          About HD Supply

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

The Company reported a net loss of $543 million for the year ended
Jan. 29, 2012, a net loss of $619 million for the year ended
Jan. 30, 2011, and a net loss of $514 million on $6.94 billion of
net sales for the year ended Jan. 31, 2010.

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

                           *     *     *

HD Supply carries 'Caa2' probability of default rating and
corporate family rating, with negative outlook, from Moody's
Investors Service, and a 'B' corporate credit rating, with
negative outlook, from Standard & Poor's Ratings Services.

In April 2010, when Moody's downgraded the ratings to
'Caa2' from 'Caa1', it said, "The downgrade results from Moody's
views that the construction industry, the main driver of HDS'
revenues, will continue to be weak for the foreseeable future,
pressuring the company's ability to generate meaningful levels of
earnings and free cash flow relative to its debt."


HD SUPPLY: Consummates Refinancing Transactions
-----------------------------------------------
HD Supply, Inc., on April 12, 2012, consummated the following
transactions in connection with the refinancing of the senior
portion of its capital structure:

   * the issuance of $950 million of its 8.125% Senior Secured
     First Priority Notes due 2019;

   * the issuance of $675 million of its 11% Senior Secured Second
     Priority Notes due 2020;

   * the issuance of approximately $757 million of its 14.875%
     Senior Notes due 2020;

   * entry into a new senior ABL facility providing for senior
     secured revolving loans and letters of credit of up to a
     maximum aggregate principal amount of $1.5 billion; and

   * entry into a new senior term facility providing for term
     loans in an aggregate principal amount of $1 billion.

The proceeds of the First Priority Notes, the Second Priority
Notes, the Senior Notes, the Senior ABL Facility and the Senior
Term Facility were used to (i) repay all amounts outstanding under
the Existing Senior Secured Credit Facility, (ii) repay all
amounts outstanding under the Existing ABL Credit Facility, (iii)
repurchase all remaining outstanding Old Senior Notes and (iv) pay
related fees and expenses.

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

                        http://is.gd/UV3tHm

                          About HD Supply

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

The Company reported a net loss of $543 million for the year ended
Jan. 29, 2012, a net loss of $619 million for the year ended
Jan. 30, 2011, and a net loss of $514 million on $6.94 billion of
net sales for the year ended Jan. 31, 2010.

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

                           *     *     *

HD Supply carries 'Caa2' probability of default rating and
corporate family rating, with negative outlook, from Moody's
Investors Service, and a 'B' corporate credit rating, with
negative outlook, from Standard & Poor's Ratings Services.

In April 2010, when Moody's downgraded the ratings to
'Caa2' from 'Caa1', it said, "The downgrade results from Moody's
views that the construction industry, the main driver of HDS'
revenues, will continue to be weak for the foreseeable future,
pressuring the company's ability to generate meaningful levels of
earnings and free cash flow relative to its debt."


HERCULES OFFSHORE: Files Fleet Status Report as of April 19
-----------------------------------------------------------
Hercules Offshore, Inc., posted on its Web site at
http://www.herculesoffshore.com/a report entitled "Hercules
Offshore Fleet Status Report".  The Fleet Status Report includes
the Hercules Offshore Rig Fleet Status (as of April 19, 2012),
which contains information for each of the Company's drilling
rigs, including contract dayrate and duration.  The Fleet Status
Report also includes the Hercules Offshore Liftboat Fleet Status
Report, which contains information by liftboat class for March
2012, including revenue per day and operating days.

A copy of the Status Report is available for free at:

                        http://is.gd/9h4rEB

                      About Hercules Offshore

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

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

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

                           *     *     *

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

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

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

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


HIGH PLAINS: Eide Bailly Raises Going Concern Doubt
---------------------------------------------------
High Plains Gas, Inc., filed on April 16, 2012, its annual report
on Form 10-K for the fiscal year ended Dec. 31, 2011.

Eide Bailly LLP, in Greenwood Village, Colorado, expressed
substantial doubt about High Plains Gas' ability to continue as a
going concern.  The independent auditors noted that of the
Company's significant operating losses.

The Company reported a net loss of $57.48 million on
$17.15 million of revenues for 2011, compared with a net loss of
$5.48 million on $2.61 million of revenues for 2010.

The Company's balance sheet at Dec. 31, 2011, showed
$31.60 million in total assets, $40.60 million in total
liabilities, and a stockholders' deficit of $9.00 million.

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

                       http://is.gd/C2iUU2

Houston, Texas-based High Plains Gas, Inc., is a provider of goods
and services to regional end markets serving the energy industry.
It produces natural gas in the Powder River Basin located in
Northeast Wyoming.  It provides construction and repair and
maintenance services primarily to the energy and energy related
industries mainly located in Wyoming and North Dakota.


HOSTESS BRANDS: Teamsters Committed to Deal Before May 1 Ruling
---------------------------------------------------------------
The Teamsters Union remains ready and willing to resume
negotiations with Hostess Brands Inc. executives in an attempt to
save the company following the agreement in bankruptcy court
Friday that a decision would not be handed down before May 1.

"We want to try to save Hostess and workers' jobs," said Teamsters
General Secretary-Treasurer Ken Hall. "We want an agreement.  And
we remain ready and willing, as we have all along, to negotiate in
good faith.  We hope the company, which has been dragging its feet
and engaging in regressive bargaining, is finally serious too."
However, while key developments were occurring in bankruptcy court
yesterday, Hostess CEO Greg Rayburn was engaged in a FOX News
media blitz in an attempt to malign Hostess workers and their
promised pensions, blaming them for the company's demise.  Those
very workers have sacrificed time and again to save the company
while executives plundered it, giving themselves raises of up to
240 percent before declaring bankruptcy and halting payments to
workers' pension plans."  The company has a disturbing habit of
trying to negotiate through the media and play the blame game,
pointing fingers at its own workers instead of taking
responsibility for mismanagement and looting," Hall said.

Hostess workers have already taken cuts in pay and benefits
totaling $110 million.   The Teamsters' most recent proposal
contains $150 million more a year in further savings."  Where has
all the money gone? The sad truth is that after all these
sacrifices, Hostess has refused to make any payments into its own
workers' pension plans since August," Hall said."Hostess telling
pension plans how to operate is like a deadbeat dad giving
parenting advice," Hall said.  "This is not the way to come to an
agreement.  It is time for Hostess executives to realize that the
only way to get an agreement is to keep their negotiating dates
and meet directly with the union."

The Teamsters Union maintains that any agreement must contain
equality of sacrifice among all employees - union, non-union,
management and executives.  Also, there must be some structural
changes to the company to help ensure that executives do not keep
squandering the money that workers continue to give back in
concessions.  Those savings cannot continue to be siphoned off by
executives in the form of big raises.  The money must go back into
the company to strengthen it and to make it operate more
efficiently and effectively, to ensure it does not declare
bankruptcy a third time.

Founded in 1903, the International Brotherhood of Teamsters
represents more than 1.4 million hard-working men and women in the
United States, Canada and Puerto Rico including more than 7,500
employees of Hostess Brands, Inc.

                        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.


HOWELL DEVELOPMENT: Case Summary & 9 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Howell Development Associates LLC
        605 Pere Marquette
        Howell, MI 48855

Bankruptcy Case No.: 12-31665

Chapter 11 Petition Date: April 18, 2012

Court: U.S. Bankruptcy Court
       Eastern District of Michigan (Flint)

Judge: Daniel S. Opperman

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

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

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

A copy of the Company's list of its nine largest unsecured
creditors is available for free at:
http://bankrupt.com/misc/mieb12-31665.pdf

The petition was signed by Rex G. Lanyi, manager.


HUB INTERNATIONAL: Moody's Affirms 'B3' CFR; Outlook Stable
-----------------------------------------------------------
Moody's Investors Service has affirmed the ratings of Hub
International Limited (Hub -- corporate family rating B3,
probability of default rating B3) following the company's
announcement that it is syndicating amendments and extensions of
its senior secured credit facilities. The facilities to be amended
and extended include senior secured term loans (rated B1), a US
senior secured revolving credit facility (rated B1) and a Canadian
senior secured revolving credit facility (not rated). The rating
outlook for Hub is stable.

Ratings Rationale

"The proposed amendments are credit positive," said Bruce
Ballentine, Moody's lead analyst for Hub, "as the company is
extending maturity dates on a significant portion of its debt."
For the proposed extensions to be fully effective, Hub must also
refinance or repay specified amounts of its unsecured borrowings,
namely its senior unsecured notes due December 2014 and its
subordinated notes due June 2015, ahead of their respective
maturity dates. Moody's believes that Hub has access to various
funding sources and can meet these conditions.

Hub's ratings reflect its solid market position in North American
insurance brokerage, good diversification across products and
geographic areas, and favorable operating margins. These strengths
are tempered by the company's high financial leverage and limited
fixed charge coverage since its leveraged buyout in 2007. Other
challenges include the relatively soft, but improving, market for
commercial property & casualty insurance and the weak economic
recovery. The rating agency expects that Hub will continue to
pursue a combination of organic growth and acquisitions. The
acquisition strategy carries integration and contingent risks
(e.g., exposure to errors and omissions), although Hub has a
favorable track record in assimilating small and mid-sized
brokers.

Hub's adjusted debt-to-EBITDA ratio was 7.0x in 2011, based on
Moody's methodology (which often differs from company or covenant
calculations), while the adjusted (EBITDA - capex) coverage of
interest was 1.7x. The leverage is somewhat high for Hub's rating
category, but this is mitigated by the company's strong market
presence and healthy operating margins.

Factors that could lead to an upgrade of Hub's ratings include:
(i) adjusted (EBITDA - capex) coverage of interest exceeding 2x,
(ii) adjusted free-cash-flow-to-debt ratio exceeding 5%, and (iii)
adjusted debt-to-EBITDA ratio below 5.5x.

Factors that could lead to a rating downgrade include: (i)
adjusted (EBITDA - capex) coverage of interest below 1.2x, (ii)
adjusted free-cash-flow-to-debt ratio below 2%, or (iii) adjusted
debt-to-EBITDA ratio above 8x.

Moody's has assigned the following ratings (and loss given default
(LGD) assessments) to the proposed amended and extended
facilities:

Senior secured revolving credit facility B1 (LGD2, 27%);

Senior secured term loan B1 (LGD2, 27%);

Incremental senior secured term loan B1 (LGD2, 27%).

Moody's has affirmed the following ratings (and revised LGD
assessments):

Corporate family rating at B3;

Probability of default rating at B3;

Secured revolving credit facility due June 2013 at B1 (to LGD2,
27% from LGD2, 26%);

Senior secured term loans due June 2014 at B1 (to LGD2, 27% from
LGD2, 26%);

Senior unsecured notes due December 2014 at Caa1 (to LGD5, 72%
from LGD5, 71%);

Subordinated notes due June 2015 at Caa2 (LGD6, 90%).

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

Hub, based in Chicago, Illinois, is a major North American
insurance brokerage firm providing a variety of property and
casualty, life and health, employee benefits and risk management
products and services through offices located in the US, Canada
and South America. The company generated total revenue of $876
million and net income of $7 million in 2011. Shareholders' equity
was $539 million as of December 31, 2011.


HWI GLOBAL: Suspending Filing of Reports with SEC
-------------------------------------------------
HWI Global, Inc., 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
common stock.  Pursuant to Rule 12h-3, the Company is suspending
reporting because there are currently less than 300 holders of
record of the common shares.  There were only 159 holders of the
common shares as of April 18, 2012.

                         About HWI Global

HWI Global, Inc., headquartered in Pittsburgh, Pa., is a turnkey
provider of cleanroom systems; designing, engineering,
manufacturing, installing and servicing principal component
systems for advanced cleanrooms.

For the nine months ended Sept. 30, 2011, the Company has reported
a net loss of $885,409 on $2.8 million of contract revenues
earned, compared with net income of $4,326 on $2.7 million of
contract revenues earned for the same period last year.

The Company's balance sheet at Sept. 30, 2011, showed $1.1 million
in total assets, $2.6 million in total current liabilities, and a
stockholders' deficit of $1.5 million.

As reported in the TCR on May 3, 2011, MaloneBailey, LLP, in
Houston, expressed substantial doubt about IVT Software (now known
as HWI Global)'s ability to continue as a going concern, following
the Company's results for the fiscal year ended Dec. 31, 2010.
The independent auditors noted that the Company has suffered
recurring losses from operations.


IMAGEWARE SYSTEMS: Registers Add'l 2-Mil. Shares Under Award Plan
-----------------------------------------------------------------
Imageware Systems, Inc., filed with the U.S. Securities and
Exchange Commission a Form S-8 registering additional 2.15 million
shares of common stock issuable under the Company's Amended and
Restated 1999 Stock Award Plan.  The proposed maximum aggregate
offering price is $2.47 million.  A copy of the prospectus is
available for free at http://is.gd/5BZZLb

                      About ImageWare Systems

Headquartered in San Diego, California, ImageWare Systems, Inc. is
a leader in the emerging market for software-based identity
management solutions, providing biometric, secure credential, law
enforcement and enterprise authorization.  Its "flagship" product
is the IWS Biometric Engine.  Scalable for small city business or
worldwide deployment, the Company's biometric engine is a multi-
biometric platform that is hardware and algorithm independent,
enabling the enrollment and management of unlimited population
sizes.  The Company's identification products are used to manage
and issue secure credentials, including national IDs, passports,
driver licenses, smart cards and access control credentials.  Its
law enforcement products provide law enforcement with integrated
mug shot, fingerprint LiveScan and investigative capabilities.
The Company also provides comprehensive authentication security
software.

The Company reported a net loss of $3.18 million in 2011,
compared with a net loss of $5.05 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $10.78
million in total assets, $16.49 million in total liabilities and a
$5.71 million total shareholders' deficit.


IMPERIAL PETROLEUM: Enters Into Joint Venture with Peak Concepts
----------------------------------------------------------------
Imperial Petroleum, Inc., provided update on its oil sands joint
venture and business prospects.

The Company's wholly-owned subsidiaries, Arrakis Oil Recovery,
LLC, and Imperial Chemical Company executed a joint venture
agreement to complete development of the Company's initial oil
sand project in Kentucky.  The Company organized a new entity
named MidAmerica Oil Sands, LLC, to manage the joint venture on
behalf of the Company and its joint venture partner, Peak Oil
Sands LLC, a subsidiary of Peak Concepts, LLC.  Peak has extensive
experience in the development of oil and natural gas drilling
ventures throughout the United States.  Under the terms of the
joint venture, Peak will provide $750,000 in development capital
to complete the installation of facilities in Kentucky.  The
Company will provide a sublicense of its technology, access to
SANDKLENE 950 chemical and its oil sand processing unit with a
rated capacity at 1,000 barrels of oil per day.  Peak and the
Company will each own 50% of the joint venture proceeds from
approximately 500 acres of oil sand acreage containing an
estimated 10 million barrels of recoverable heavy oil, based on
estimates compiled by public sources.

Two other oil sand related activities will affect the Company in
the near future.  First, an oil sand mining venture using the
Arrakis technology is proceeding as planned in a county adjacent
to the Company's acreage in Kentucky and may become operational
first.  Site preparation is nearly completed to begin utilizing
the first of two units, each rated at 1,000 barrels of oil per
day, that are designated for the proposed operation.  Imperial
Chemical will provide SANDKLENE 950 to the operator of the
project.  Second, the Company has a royalty interest in proposed
operations using the Arrakis technology in Canada and several
other countries outside of the United States.  Oil sand units are
under construction in Canada for deployment there under the
agreement that the Company completed last year.  The timing of
that deployment remains uncertain at this time.

"Jeffrey Wilson, President of the Company, "We intend to move
forward as quickly as possible to establish our own oil sand
operations in Kentucky under the Peak joint venture, however we
will likely obtain the benefit of the installation of the two
units north of our acreage in Kentucky as that operation is using
the Arrakis technology for its operations and we will be selling
them chemical.  We will continue to pursue other joint venture
projects in Kentucky and elsewhere to utilize the oil sand
technology for the benefit of the Company."

A copy of the Joint Venture Agreement is available for free at:

                        http://is.gd/yr4atx

                      About Imperial Petroleum

Headquartered in Evansville, Ind., Imperial Petroleum Inc.
(OTC BB: IPMN) operates as a diversified energy and mineral mining
company in the United States.  Its oil and natural gas properties
include the Coquille Bay field located in Plaqumines Parish,
Louisiana; the Haynesville field located in Claiborne and Webster
Parishes in north Louisiana; the Bastian Bay field located in
Plaquemines parish, Louisiana; LulingField located in Guadalupe
county, Texas; and the Shrewsbury field in Grayson County and the
Claymour field in Todd County, western Kentucky.

As reported by the TCR on June 24, 2011, the Company anticipates
its current working capital will not be sufficient to meet its
required capital expenditures and that the Company will be
required to either access additional borrowings from its lender or
access outside capital.  Currently the Company projects it will
require non-discretionary capital expenditures of approximately
US$500,000 in the next fiscal year to re-establish and maintain
economic levels of production at Coquille Bay.  Without access to
such capital for non-discretionary projects, the Company's
production may be significantly curtailed or shut in and
jeopardize its leases.

Weaver Martin & Samyn, LLC, in Kansas City Missouri, 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 is dependent
upon obtaining debt financing for funds to meet its cash
requirements.

The Company's balance sheet at Oct. 31, 2011, showed
$20.64 million in total assets, $20.02 million in total
liabilities and $617,446 in total stockholders' equity.


INFINITY ENERGY: Closes Transactions with Amegy and Off-Shore
-------------------------------------------------------------
Infinity Energy Resources, Inc., on April 13, 2012, closed
transactions with Amegy Bank, NA, and Off-Shore Finance, LLC.

On Feb. 28, 2012, the Company had entered into definitive
agreements with Amegy and Off-Shore relating to outstanding debt
and other obligations it owed to them.  At the closing, in
conversion, exchange and payment in full of all debt and other
obligations the Company owed to Amegy, the Company issued 130,000
shares of Series A Preferred Stock and 2,000,000 shares of common
stock to Amegy, which also agreed to cancel a warrant exercisable
to purchase 968,000 shares of common stock that the Company issued
to it in February 2011.

Also at the closing, the Company issued Off-Shore 15,016 shares of
Series B Preferred Stock in conversion, exchange and payment in
full of all debt and other obligations it owed to Off-Shore.  The
Series A Preferred and Series B Preferred are referred to as the
"Series Preferred."

As a result of the transactions with Amegy and Off-Shore, the
Company cancelled debt, accrued interest and fees, and the
derivative liability recorded relative to the Amegy warrant, all
of which totaled $21,322,922 at December 31, 2011. The Company
will record these transactions in the second quarter of 2012.

The Series Preferred accrue a 6% dividend per annum and are
convertible into common stock at a price of $6.50 per share.  The
Series Preferred automatically convert into common stock if the
average of the closing prices of the common stock for 30
consecutive trading days equals at least $7.50 per share.  The
Company has the right to redeem the Series Preferred at any point
for an amount equal to their issue price of $100 per share plus
all accrued and unpaid dividends, subject to the holders' right to
convert the Series Preferred into common stock and provided that
the Series A Preferred is redeemed prior to the redemption of any
of the Series B Preferred.

In connection with the transactions, the Company filed a
Certificate of Designations of Series A Preferred and Series B
Preferred in the State of Delaware on March 22, 2012.

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

                        http://is.gd/oFxCsu

                       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.

The Company reported a net loss of $3.53 million in 2011, compared
with a net loss of $3.77 million in 2010.

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.


INTEGRITY INSURANCE: Court Backs $35-Mil. Asbestos Claim Denial
---------------------------------------------------------------
Martin Bricketto at Bankruptcy Law360 reports that a New Jersey
appeals court ruled Wednesday that Integrity Insurance Co.'s
liquidator properly exercised his discretion in denying recovery
to a class of more than 30,000 members with a $35 million
contingent claim over alleged asbestos injuries.


INTELLICELL BIOSCIENCES: Incurs $32.8 Million Net Loss in 2011
--------------------------------------------------------------
Intellicell Biosciences, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $32.84 million on $99,192 of revenue for the year
ended Dec. 31, 2011.  The Company reported a net loss of $454,988
on $164,095 of revenue for the period from Aug. 13, 2010, through
Dec. 31, 2010.

The Company's balance sheet at Dec. 31, 2011, showed $1.41 million
in total assets, $19.15 million in total liabilities and a $17.73
million total stockholders' deficit.

For 2011, Rosen Seymour Shapss Martin & Company LLP, in New York,
expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company has experienced significant losses resulting in a
working capital deficiency and shareholders' deficit.

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

                        http://is.gd/b9CzHP

                   About Intellicell Biosciences

Intellicell BioSciences, Inc., headquartered in New York, N.Y.,
was formed on Aug. 13, 2010, under the name "Regen Biosciences,
Inc." as a pioneering regenerative medicine company to develop and
commercialize regenerative medical technologies in large markets
with unmet clinical needs.  On Feb. 17, 2011, the company changed
its name from "Regen Biosciences, Inc." to "IntelliCell
BioSciences Inc".  To date, IntelliCell has developed proprietary
technologies that allow for the efficient and reproducible
separation of stromal vascular fraction (branded
"IntelliCell(TM)") containing adipose stem cells that can be
performed in tissue processing centers and in doctors' offices.


INTELLICELL BIOSCIENCES: Has License Agreement with Regen Medical
-----------------------------------------------------------------
Intellicell Biosciences, Inc., entered into a technology license
and administrative services agreement with Regen Medical P.C., the
medical practice which is owned by, and through which, the
Company's Chief Executive Officer, Dr. Steven Victor.  Regen
Medical engages in the practice of cosmetic dermatology.  Pursuant
to the Agreement, the Company, among other things:

   (i) granted Regen Medical the non-exclusive and non-assignable
       license to utilize the Company's proprietary process and
       technology for its patients;

  (ii) granted Regen Medical a license to use a laboratory which
       can be used by Regen Medical for use of the Company's
       proprietary process; and

(iii) was appointed as the exclusive manager and administrator of
       Regen Medical's operations which relates to the
       implementation of the Company's proprietary process as well
       as Regen Medical's cosmetic dermatology practice; and

  (iv) was appointed the sole provider of non-medical managerial,
       administrative and business functions for Regen Medical's
       cosmetic dermatology practice.

The Agreement is effective as of April 16, 2012, and will continue
until April 16, 2017.

In consideration for the services to be provided under the
Agreement, Regen Medical will pay the Company:

   (i) an annual administrative fee of $600,000, payable in equal
       monthly installments during the term of the term of the
       agreement;

  (ii) an annual technology license fee of $120,000, payable in
       equal monthly installments during the term of the term of
       the agreement, for the use of our proprietary process; and

(iii) a processing fee of $1,000 for each tissue processing case
       that utilizes our proprietary process.

The Company will also be entitled to a an annual performance fee
during the term of either (i) $150,000, in the event total income
to Regen Medical exceeds $5,500,000 or (ii) $200,000, in the event
that total income to Regen Medical exceeds $7,000,000.

A copy of the Agreement is available for free at:

                        http://is.gd/pq2yvo

                   About Intellicell Biosciences

Intellicell BioSciences, Inc., headquartered in New York, N.Y.,
was formed on Aug. 13, 2010, under the name "Regen Biosciences,
Inc." as a pioneering regenerative medicine company to develop and
commercialize regenerative medical technologies in large markets
with unmet clinical needs.  On Feb. 17, 2011, the company changed
its name from "Regen Biosciences, Inc." to "IntelliCell
BioSciences Inc".  To date, IntelliCell has developed proprietary
technologies that allow for the efficient and reproducible
separation of stromal vascular fraction (branded
"IntelliCell(TM)") containing adipose stem cells that can be
performed in tissue processing centers and in doctors' offices.

The Company's balance sheet at Sept. 30, 2011, showed $1.0 million
in total assets, $21.2 million in total current liabilities, and a
stockholders' deficit of $20.2 million.

"The Company has incurred losses since inception resulting in an
accumulated deficit of $20.1 million and a working capital deficit
of $21.0 million as of Sept. 30, 2011, respectively, however, if
the non-cash expense related to the Company's derivative liability
is excluded the accumulated deficit amounted to $3.1 million and
working capital deficit amounted to $3.7 million, respectively,?
the Company said in the filing.

"Further losses are anticipated in the continued development of
its business, raising substantial doubt about the Company's
ability to continue as a going concern."


INTERLEUKIN GENETICS: Draws $1.3-Mil. Under Pyxis Credit Facility
-----------------------------------------------------------------
Interleukin Genetics, Inc., elected to draw down the remaining
$1,316,255 available under the Company's existing convertible
credit facility with its majority stockholder Pyxis Innovations
Inc., an affiliate of Alticor Inc., and issued a convertible
promissory note to Pyxis in that amount.

The credit facility is in the aggregate amount of $14,316,255 and
in the form of a note purchase agreement, entered into by the
Company and Pyxis on Oct. 23, 2002, as amended.

Prior to the April 13, 2012, draw down, on June 10, 2008, the
Company drew down $4,000,000, on May 29, 2009, the Company drew
down $1,000,000, on Nov. 9, 2009, the Company drew down
$2,000,000, on Feb. 1, 2010, the Company drew down $2,000,000, on
Sept. 30, 2010, the Company drew down $2,000,000, and on Nov. 9,
2011, the Company drew down $2,000,000 under this credit facility.

The note bears interest at a variable rate equal to the "prime
rate" and the interest is payable quarterly.  Prior to the
maturity date, any portion or the entire outstanding principal and
any accrued but unpaid interest under the note is convertible at
Pyxis's election into shares of the Company's common stock at a
price of $5.6783 per share.  As of the date the note was issued,
the note was convertible into an aggregate of 231,804 shares of
the Company's common stock.

After taking into account the April 13, 2012, draw down, the
Company has no remaining availability to borrow under the credit
facility and the aggregate principal amount of $14,316,255, plus
interest, is due and payable in full on June 30, 2012.

                         About Interleukin

Waltham, Mass.-based Interleukin Genetics, Inc., is a personalized
health company that develops unique genetic tests to provide
information to better manage health and specific health risks.

For the year ended Dec. 31, 2011, Grant Thornton LLP, in Boston,
Massachusetts, expressed substantial doubt about Interleukin
Genetics' ability to continue as a going concern.  The independent
auditors noted that the Company incurred a net loss of $5.02
million during the year ended Dec. 31, 2011, and, as of that date,
the Company's current liabilities exceeded its current assets by
$12.27 million and its total liabilities exceeded total assets by
$11.4 million.

The Company reported a net loss of $5.0 million on $2.9 million of
revenue for 2011, compared with a net loss of $6.0 million on
$2.0 million of revenue for 2010.

The Company's balance sheet at Dec. 31, 2011, showed $3.0 million
in total assets, $14.4 million in total liabilities, and a
stockholders' deficit of $11.4 million.


INTERNATIONAL HOME: Files for Chapter 11 in Puerto Rico
-------------------------------------------------------
International Home Products, Inc., filed a Chapter 11 petition
(Bankr. D. P.R. Case No. 12-02997) in Old San Juan, Puerto Rico,
on April 19, 2012.

The Debtor has tapped Carmen D. Conde Torres as counsel.  Ms.
Torres is charging $300 per hour for her services.  Paralegal and
associates of Ms. Torres' firm will bill the Debtor $150 to $275
per hour.

International Home -- http://www.ollaslifetime.com/-- is a Hato
Rey, Puerto Rico-based privately held retailer of house-ware.

The Debtor disclosed $66.16 million in assets and $43.35 million
in liabilities.  It projects that funds will be available for
distribution to unsecured creditors.

The Debtor owns commercial and other real property in Puerto Rico
and Florida valued at an aggregate of $17 million.  The Debtor has
also interests in Keyman insurance policies worth $6.5 million and
accounts receivables totaling $40 million.  Secured debt total $17
million.

The statement of financial affairs say that the Debtor generated
income of $15.98 million in 2010, $10.6 million in 2011 and $2
million for the period Jan. 1 to April 18, 2012.  The president
and Treasurer A. Berti Foti received compensation of $388,000 in
2011.

A copy of the schedules and statement attached to the petition is
available for free at http://bankrupt.com/misc/prb12-02997.pdf


INTERNATIONAL HOME: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: International Home Products, Inc.
        Bda. Buena Vista
        167 Quisqueya
        Hato Rey, PR 00917

Bankruptcy Case No.: 12-02997

Chapter 11 Petition Date: April 19, 2012

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

About the Debtor: International Home --
                  http://www.ollaslifetime.com/-- is a Hato Rey,
                  Puerto Rico-based privately held retailer of
                  house-ware.

Debtor's Counsel: Carmen D. Conde Torres, Esq.
                  254 San Jose Street, 5th Floor
                  SAN JUAN, PR 00901-1523
                  Tel: (787) 729-2900
                  Fax: (787) 729-2203
                  E-mail: notices@condelaw.com

Scheduled Assets: $66,155,798

Scheduled Liabilities: $43,350,031

The petition was signed by Andrew Bert Foti, president.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
First Bank                         --                  $23,190,450
P.O. Box 9146
San Juan, PR 00908-0146

Regalware, Inc.                    --                     $932,354
P.O. Box 395
Kewaskum, WI 53040-0395

Arteaga Arteaga                    --                     $249,285
P.O. Box 70336
San Juan, PR 00936-8336

IPFS Corporation                   --                      $57,588

Rivera Tulla & Ferrer              --                      $52,648

AEE                                --                      $39,418

Triple-S Salud                     --                      $30,000

Encore 1994, LLC                   --                      $26,000

Securitas Security Services        --                      $13,913
Of PR, Inc.

ADP Covina                         --                      $10,914

Transworld Systems, Inc.           --                      $10,621

De Lage Landen                     --                       $9,410

AT&T Mobility                      --                       $7,703

Islandwide Logistics               --                       $6,950

Imex Zone Logistics, Inc.          --                       $6,350

Postal Center Caribbean, Inc.      --                       $6,207

Axesa Servicios de Informacion     --                       $5,426

Aquino, de Cordova Alfaro & Co.    --                       $4,952

Nutri-Stahl, USA Inc.              --                       $4,812

Manuel Porro-Vizcarra              --                       $4,410


IPALCO ENTERPRISES: Fitch Cuts Issuer Default Rating to 'BB+'
-------------------------------------------------------------
Fitch Ratings has downgraded the Issuer Default Rating (IDR) of
IPALCO Enterprises to 'BB+' from 'BBB-' and downgraded the
instrument rating of IPALCO's senior secured notes by one notch to
'BB+' from 'BBB-'. In addition, Fitch has affirmed the IDR of
Indianapolis Power & Light (IPL), IPALCO's wholly owned
subsidiary, at 'BBB-' as well as affirmed IPL's security ratings.
Approximately $1.8 billion of outstanding debt is affected by
these rating actions. The Rating Outlook is Stable.

IPALCO is a holding company with no tangible assets except IPL
stock and is a subsidiary of highly leveraged parent, AES
Corporation (AES, rated with an IDR of 'BB-', Outlook Stable, by
Fitch). IPALCO's ratings reflect its highly leveraged capital
structure and the sole support it receives from the upstream
distributions from IPL. The ratings of IPALCO and IPL are linked,
as both depend upon the cash flows of IPL. The IDRs of both
entities consider the combined leverage, which consists of
approximately $1 billion of debt at IPL and $800 million of debt
at IPALCO. The ratings of IPALCO and IPL are not tightly linked to
the IDR of the ultimate parent, AES.

The one-notch downgrade to IPALCO's IDR reflects Fitch's
expectation of weakening credit metrics at the consolidated entity
primarily due to significant levels of capital spending for
environmental compliance at IPL. In order to comply with the
Environmental Protection Agency's (EPA) Mercury and Air Toxics
Standards (MATS), IPL has publically stated that it may need to
spend between $500 million-$900 million over 2012-16. In its
rating case, Fitch has assumed that the environmental expenditures
will be toward the midpoint of this range. Fitch has further
assumed that IPL finances this expenditure at 55% debt/45% equity,
consistent with its current and historical levels of capital
structure, leading to an increase in debt at the consolidated
entity and pressure on the credit metrics. In Fitch's projection,
the equity contribution to finance the incremental capex is
generated by a reduction in upstream distribution to IPALCO as
well as equity infusion from AES, the ultimate parent. Fitch notes
the enhanced financial flexibility at AES to provide equity
support to IPALCO.

IPL owns approximately 3,600 megawatts (MW) of generation assets,
of which 79% is coal-fired. The five largest and most economical
units are Harding 7 and Petersburg 1, 2, 3, and 4, which represent
aggregate nameplate capacity of greater than 2,300 MW, or more
than 80% of IPL's total coal-generation fleet. To comply with
MATS, IPL is considering incremental investments for those units,
such as installing fabric filters (baghouses) and/or active carbon
injection to control mercury, upgrading existing electrostatic
precipitators on Petersburg 3 and 4 units, and replacing wet ash
ponds with dry ash disposal. The remaining six units are
relatively small (less than 120 MW each), and have been identified
by Fitch as candidates for retirement. Fitch's current forecasts
do not incorporate any capital expenditures for replacement
capacity that might be needed in the 2016 timeframe.

All environment compliance expenditures are likely to be
recoverable in customers' rates. Indiana Senate Bill 29
established the Environment Compliance Cost Recovery Adjustment
(ECCRA) mechanism, which allows for full recovery of environmental
projects and expenditures relating to controlling air emissions.
Indiana Senate Bill 251, which became law in May 2011, applies to
the costs incurred to comply with other federal mandates,
including EPA regulations of emissions other than air emissions,
such as costs relating to EPA regulations of cooling water intakes
or ash disposal. Filings for ECCRA are made every six months. As a
result, Fitch expects timely recovery on the environment
expenditures without a requirement of a base rate application.
Hence, Fitch forecasts the decline in credit metrics at IPALCO to
be temporary over 2012-2015 and expects credit metrics to recover
by 2016.

Fitch also expects pressure on credit metrics from lower wholesale
power pricing environment at IPL, continued tepid growth in retail
sales, a rise in operating costs including pension expenses and
the need for higher pension contributions over the next few years.
IPL has not had a formal base rate case since 1996, but has
managed to earn attractive return on equity (ROE) with ongoing
adjustments for fuel and environmental expenses. Given the
adequacy of IPL's earned ROE, Fitch does not foresee an IPL rate
case filing in the next two years. Fitch's forecast anticipates
erosion in IPL's ROE by 2014-2015 that would warrant a base rate
application.

Fitch expects the consolidated funds flow from operations (FFO) to
total debt to decline to 8%-10% levels by 2014 before recovering
to 14%-15% by 2016. Fitch expects the total debt to EBITDA ratio
to peak at approximately 5.0 times (x) before declining to 4.0x-
4.5x by 2016. The forecasted range of credit metrics in 2016 is
consistent with Fitch's guideline ratios for a 'BB+' issuer.

Fitch has notched IPL's IDR one level above that of IPALCO. There
is no longer any explicit regulatory ring-fencing between IPL and
IPALCO. However, IPL's credit benefits from moderately protective
covenants in IPL's financings. IPL's mortgage bonds limit the
amount of dividends to IPALCO to the amount of retained earnings,
and its credit facility has a covenant that permits payment of
distributions to IPALCO only if the debt to capital is no greater
than 65%.

The terms of IPALCO's $800 million notes provide a modest degree
of separation between IPALCO and AES. IPALCO's total debt is
limited to $1 billion (versus $800 million currently outstanding).
The ratio of IPALCO's EBITDA to interest must exceed 2.5x, and
debt cannot exceed 67% of total capitalization on an adjusted
basis to make a distribution or intercompany loan to its parent,
according to IPALCO's articles of incorporation. Changing the
articles of incorporation would require shareholder approval by
AES, IPALCO board approval, and filing the revision with the
secretary of state. IPALCO and IPL maintain separate identity from
AES, and do not mingle their cash with that of AES. Fitch does not
maintain a close linkage between the ratings of AES and those of
IPALCO and IPL, but any material weakening of the credit of AES
could adversely affect Fitch's ratings of IPALCO and IPL.

Fitch notes that IPL's individual leverage based on cash flow
measures is low relative to Fitch guidelines for the 'BBB-' IDR,
and credit ratios are robust and can withstand significant
deterioration within the existing rating category. Fitch
anticipates IPL's FFO to debt ratio to weaken to 16%-17% by 2014
before recovering to more than 20% by 2016. Similarly, the debt to
EBITDA is projected to peak at approximately 3.0x, before
declining to 2.5x. IPL's forecasted credit metrics in 2016 are
consistent with Fitch benchmarks for companies with IDRs in the
range of 'A' to 'BBB+'. IPL's current ratings are constrained by
the additional leverage at IPALCO and the need for a high
proportion of IPL's earnings to be upstreamed to IPALCO as
dividends to support IPALCO debt.

IPL benefits from the stable regulatory and business environment
in Indiana. IPL has minimal commodity price exposure due to a
regulatory pass-through mechanism that allows the utility to
recover fuel and purchased power costs on a timely basis. As
mentioned, IPL is also able to recover investments to bring its
coal-fired power plants into environmental compliance using a
rate-tracker mechanism. The customer base is stable and well
diversified and volumetric risk is mitigated by a block retail
rate structure.

What Could Trigger a Rating Action

Ratings Upgrade Unlikely: Positive rating actions are unlikely for
several years during a period of rising capex and external
financing needs.

Increased Leverage: If IPALCO does not have access to equity
sources and relies on debt to fund future environmental capex, the
ratings for IPALCO and IPL could decline.

Cash Flow Could Decline: Rising expenses not subject to tracker
adjustments or sales declines would reduce cash flow at IPL. This
would place greater pressure on the upstream dividends and credit
ratios of IPALCO due to the additional leverage. A delay in rate
case filing or lack of adequate rate relief could also materially
weaken the credit metrics as compared to Fitch's current
forecasts.

Adverse Regulatory Developments: Any change that reduces the
likelihood of timely recovery of the costs of fuel, purchased
power, or environmental compliance, or imputes less than a full
income tax rate to IPL would adversely affect ratings of IPALCO
and IPL.

Higher than Anticipated Capex: Capital expenditures in excess of
Fitch's current forecasts could accentuate the stress that the
combined entity will undergo over the next three years. Fitch has
not factored in any additional capex at IPL related to potential
new generation or repowering of existing coal-fired capacity.
Fitch has assumed that the capacity lost due to any potential
retirements of smaller coal units can be replaced initially with
power purchase agreements.

Fitch downgrades the following with a Stable Outlook:

IPALCO Enterprises, Inc.

Long-term IDR to 'BB+' from 'BBB-';

Senior secured debt to 'BB+' from 'BBB-'.

Fitch affirms the following with a Stable Outlook:

Indianapolis Power & Light Co.

Long-term IDR at 'BBB-';

Senior secured debt at 'BBB+';

Secured pollution control revenue bonds at 'BBB+';

Unsecured pollution control revenue bonds at 'BBB';

Preferred stock at 'BB+'.


J. MOSS: Voluntary Chapter 11 Case Summary
------------------------------------------
Debtor: J. Moss Investments, Inc.
        P.O. Box 280
        Zapata, TX 78076-0280

Bankruptcy Case No.: 12-50105

Chapter 11 Petition Date: April 18, 2012

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

Judge: David R. Jones

Debtor's Counsel: Patricia Baron Tomasco, Esq.
                  JACKSON WALKER LLP
                  100 Congress Avenue, Suite 1100
                  Austin, TX 78701
                  Tel: (512) 236-2076
                  Fax: (512) 691-4438
                  E-mail: ptomasco@jw.com

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

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

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

The petition was signed by Darren Kolbe, president.


JEFFERSON COUNTY: Ala. Counties, Cities Can File Bankruptcy
-----------------------------------------------------------
Katy Stech at Dow Jones' Daily Bankruptcy Review reports that
Alabama's top court ruled that the state's struggling cities and
counties have the power to file for Chapter 9 bankruptcy
protection, a decision that largely frees the state's most
populous metropolitan area to move ahead with its five-month-old
bankruptcy case.

                     About Jefferson County

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

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

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

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

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

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

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

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


JETSTAR PARTNERS: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
Jetstar Partners Ltd. filed with the Bankruptcy Court for the
Northern District of Texas its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $10,000,000
  B. Personal Property            $1,435,476
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                 $7,612,047
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $206,753
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                           $41,559
                                 -----------      -----------
        TOTAL                    $11,435,476       $7,860,399

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

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

                      About Jetstar Partners

Jetstar Partners, Ltd., was formed on Oct. 14, 1999, for the
purpose of owning and developing real property in Dallas County,
Texas.  Jetstar owns and operates certain real property in Irving,
Dallas County.  Collinternational IV, Inc., a Texas corporation,
is the sole general partner of Jetstar.

Jetstar Partners, Ltd., filed a bare-bones Chapter 11 petition
(Bankr. N.D. Tex. Case No. 12-31444) on March 5, 2012.  The
partnership estimated assets of $10 million to $50 million and
debts of up to $10 million.  Judge Harlin DeWayne Hale oversees
the case.  The Debtor is represented by Jeffrey Erler, Esq.,
Cynthia W. Cole, Esq., and Nicole M. Eason, Esq., at Bell Nunnally
& Martin LLP.


JETSTAR PARTNERS: Hires Bell Nunnally as Counsel
------------------------------------------------
Jetstar Partners Ltd. asks permission from the U.S. Bankruptcy
Court to employ Bell Nunnally & Martin LLP as counsel to provide,
among others, these services:

   (a) advise the Debtor of its rights, powers, and duties as
       debtor and debtor-inpossession;

   (b) take all necessary actions to protect and preserve the
       estate of the Debtor, including the prosecution of actions
       on the Debtor's behalf, the defense of actions commenced
       against the Debtor, the negotiation of disputes in which
       the Debtor is involved and the preparation of objections to
       claims filed against the estate; and

   (c) prepare on behalf of the Debtor, as debtor-in-possession,
       all necessary motions, applications, answers, orders,
       reports, and papers in connection with the
       administration of the estate.

Jeffrey Erler, Esq., a partner at Bell Nunnally, attests that the
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code.

The Firm's rates are:

  Personnel                   Position         Rate
  ---------                   --------         ----
Jeffrey R. Erler            Partner       $410 per hour
Cynthia W. Cole             Sr. Counsel   $375 per hour
Nicole M Eason              Associate     $255 per hour
Cynthia Bunker              Paralegal     $155 per hour

                      About Jetstar Partners

Jetstar Partners, Ltd., was formed on Oct. 14, 1999, for the
purpose of owning and developing real property in Dallas County,
Texas.  Jetstar owns and operates certain real property in Irving,
Dallas County.  Collinternational IV, Inc., a Texas corporation,
is the sole general partner of Jetstar.

Jetstar Partners, Ltd., filed a bare-bones Chapter 11 petition
(Bankr. N.D. Tex. Case No. 12-31444) on March 5, 2012.  The
partnership estimated assets of $10 million to $50 million and
debts of up to $10 million.  Judge Harlin DeWayne Hale oversees
the case.


KAISER DEVELOPMENT: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Kaiser Development Corporation
        3975 Lakefield Court, Suite 112
        Suwanee, GA 30024

Bankruptcy Case No.: 12-21468

Chapter 11 Petition Date: April 18, 2012

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

Debtor's Counsel: Evan M. Altman, Esq.
                  8325 Dunwoody Place, Building 2
                  Atlanta, GA 30350-3307
                  Tel: (770) 394-6466
                  Fax: (678) 405-1903
                  E-mail: evan.altman@laslawgroup.com

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

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

A copy of the Company's list of its two largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/ganb12-21468.pdf

The petition was signed by Ray Kaiser, president.


LEAGUE NOW: Harris Rattray Raises Going Concern Doubt
-----------------------------------------------------
League Now Holdings Corporation filed on April 16, 2012, its
annual report on Form 10-K for the fiscal year ended Dec. 31,
2011.

Harris F. Rattray CPA, in Pembroke Pines, Florida, expressed
substantial doubt about League Now's ability to continue as a
going concern.  The independent auditor noted that the Company has
incurred accumulated net losses of $207,200 and needs to raise
additional funds to meet its obligations and sustain its
operations.

The Company reported net profit of $65,400 on $9,800 of revenues
for 2011, compared with net income of $1,132 on $64,000 of
revenues for 2010.  Results for 2011 include other income-debt
forgiven of $80,600.

The Company's balance sheet at Dec. 31, 2011, showed $1.21 million
in total assets, $1.30 million in total liabilities, and a
stockholders' deficit of $85,400.

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

                       http://is.gd/F2w5HH

Brecksville, Ohio-based League Now Holdings Corporation, through
its subsidiary, Infiniti Systems Group, Inc., provides technology
integration services to businesses in the midwestern United
States.


LEVEL 3: Subsidiary Provides Full Guarantee to 8.625% Notes
-----------------------------------------------------------
Level 3 Financing, Inc., a wholly owned subsidiary of Level 3
Communications, Inc., entered into a Supplemental Indenture, dated
as of April 18, 2012, to the Indenture, dated as of Jan. 13, 2012,
among Parent, as guarantor, Level 3 Financing, as issuer and The
Bank of New York Mellon Trust Company, N.A., as trustee, relating
to Level 3 Financing's 8.625% Senior Notes due 2020.  The
Guarantee Supplemental Indenture was entered into among Level 3
Financing, Level 3 Communications, LLC, a wholly owned subsidiary
of Parent, and the Trustee.  Pursuant to the Guarantee
Supplemental Indenture, Level 3 LLC has provided an unconditional,
unsecured guaranty of the Notes.  The Guarantee Supplemental
Indenture is available for free at http://is.gd/nrej7D

On April 18, 2012, Level 3 Financing entered into an additional
Supplemental Indenture, dated as of April 18, 2012, to the
Indenture.  The Subordination Supplemental Indenture was entered
into among Level 3 Financing, Parent, Level 3 LLC and the Trustee.
Pursuant to the Subordination Supplemental Indenture, the
unconditional, unsecured guaranty of Level 3 LLC of the Notes is
subordinated in any bankruptcy, liquidation or winding up
proceeding of Level 3 LLC to all obligations of Level 3 LLC under
the Level 3 Financing Amended and Restated Credit Agreement, dated
as of March 13, 2007.  The Subordination Supplemental Indenture is
available for free at http://is.gd/FrbkCp

                    About Level 3 Communications

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

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

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

                           *     *     *

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


LEVEL 3: To Exchange $900MM 8.625% Senior Notes for New Notes
-------------------------------------------------------------
Level 3 Financing, Inc., is offering to exchange up to
$900,000,000 principal amount of its 8.625% Senior Notes due 2020
which have been registered under the Securities Act of 1933 for
any and all of its outstanding unregistered 8.625% Senior Notes
due 2020 guaranteed by Level 3 Communications, Inc., and Level 3
Communications, LLC.

The terms of the new notes are substantially identical to the
terms of the original notes that were issued on Jan. 13, 2012,
except that the new notes will be registered under the Securities
Act, will not contain any legend restricting their transfer,
registration rights or provisions for special interest and will
bear different CUSIP numbers.

There is no established trading market for the new notes, and
neither the Issuer nor Level 3 Communications, Inc., intends to
apply for listing of the new notes on any securities exchange.

The original notes are, and the new notes will be, fully and
unconditionally and jointly and severally guaranteed on an
unsubordinated unsecured basis by Level 3 Communications, Inc.,
and Level 3 Communications, LLC.

None of the Issuer, Level 3 Communications, Inc. or Level 3
Communications, LLC, will receive any proceeds from issuance of
the new notes in the exchange offer.

A copy of the Form S-4 is available for free at:

                        http://is.gd/aK3xhK

                    About Level 3 Communications

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

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

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

                           *     *     *

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


LEVI STRAUSS: Starbucks CFO Troy Alstead Appointed to Board
-----------------------------------------------------------
Levi Strauss & Co. (LS&Co.) has elected Troy Alstead to its Board
of Directors effective immediately, expanding its Board to ten
members.  He is currently chief financial officer and chief
administrative officer of Starbucks Corporation.

"Troy Alstead is a highly respected business leader whose
experience and skill set complement the strategic direction of
Levi Strauss & Co.," said Stephen C. Neal, Chairman of Levi
Strauss & Co.  "His extensive financial and operational expertise,
as well as his extensive experience building brands in
international markets, will be invaluable to our Board of
Directors as we continue a course to accelerate growth and
profitability on a global scale."

Mr. Alstead joined Starbucks Corporation in 1992 and has held
several leadership roles at the company, both domestic and
international.  He was one of the original members of the
Starbucks International team, contributing to the development of
the international business from the beginning.  He later led the
company's business in Europe, Middle East, and Africa.  He served
as senior vice president, Global Finance and Business Operations
from August 2007 to April 2008 and held the position of chief
operating officer, Starbucks Greater China from April 2008 to
October 2008.  Mr. Alstead was named chief financial officer and
chief administrative officer in November 2008.

Before joining Starbucks, Mr. Alstead worked for several years in
various finance, accounting, and auditing roles, domestically and
internationally, for NCR Corporation and Egghead Software.  He
holds a Bachelor of Arts from the University of Washington.  Mr.
Alstead is a frequent volunteer in the Greater Seattle Community
and in 2012, he was recognized as CFO of the year by the Puget
Sound Business Journal.

"I've worn Levi's jeans my entire life and I am honored to join
the Levi Strauss & Co. board of directors," said Mr. Alstead.
"Around the world, the Levi's and the Dockers brands are
recognized for their quality and unique craftsmanship and the
company is known for its commitment to profits through principles.
I look forward to working with the board of directors to help
drive long-term profitable growth and shareholder value while
staying true to its core values."

                      About Levi Strauss & Co.

Headquartered in San Francisco, California, Levi Strauss & Co. --
http://www.levistrauss.com/-- is one of the world's leading
branded apparel companies.  The Company designs and markets jeans,
casual and dress pants, tops, jackets and related accessories, for
men, women and children under the Levi's(R), Dockers(R) and
Signature by Levi Strauss & Co.(TM).  The Company markets its
products in three geographic regions: Americas, Europe, and Asia
Pacific.

The Company's balance sheet at Feb. 26, 2012, showed $3.21 billion
in total assets, $3.30 billion in total liabilities, $6.20 million
in temporary equity, and a $96.49 million total stockholders'
deficit.

                            *     *     *

The Company carries a 'B+' corporate credit rating from Standard &
Poor's, a 'B1' corporate family rating from Moody's Investors
Service and a 'B+' issuer default rating from Fitch Ratings.

As reported by the TCR on March 24, 2011, Fitch Ratings downgraded
its Issuer Default Rating on Levi Strauss & Co. to 'B+' from
'BB-'.  The downgrade of the IDR reflects Levi's soft operating
trends and margin compression, continued high financial leverage,
and Fitch's expectation that Levi's financial profile will not
show meaningful improvement in the next one to two years.


MANAUSA HOLDINGS: Case Summary & 13 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Manausa Holdings, LLC
        1140 Capital Circle SE, Suite 2
        Tallahassee, FL 32301

Bankruptcy Case No.: 12-40249

Chapter 11 Petition Date: April 18, 2012

Court: U.S. Bankruptcy Court
       Northern District of Florida (Tallahassee)

Debtor's Counsel: Brian G. Rich, Esq.
                  BERGER SINGERMAN LLP
                  125 S. Gadsden Street, Suite 300
                  Tallahassee, FL 32301
                  Tel: (850) 561-3010
                  Fax: (850) 561-3013
                  E-mail: brich@bergersingerman.com

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

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

A copy of the Company's list of its 13 largest unsecured creditors
is available for free at:
http://bankrupt.com/misc/flnb12-40249.pdf

The petition was signed by Joseph P. Manausa, manager.


MARIANA RETIREMENT FUND: Unidentified Creditors Seek Dismissal
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that creditors identifying themselves as Jane Roe and John
Doe filed a motion asking the bankruptcy judge to dismiss the
Chapter 11 case of the Northern Mariana Islands Retirement Fund.

According to the report, the creditors say the fund isn't eligible
for bankruptcy because it isn't a "person" as defined in the
Bankruptcy Code.  Instead, it's an agency of the Commonwealth of
the Northern Mariana Islands. As an arm of the government, it
can't be in bankruptcy, the creditors contend.

The report relates that the first hearing was held April 20, with
U.S. Bankruptcy Judge Robert L. Faris from Honolulu presiding.
Judge Faris was assigned when the U.S. district judge in Saipan
removed herself from the case because her husband could be a
beneficiary of the fund.

The fund had filed a motion for permission to continue paying
benefits for 60 days.  Judge Faris deferred consideration of the
motion because "other arrangements have been made to continue
payments for 60 days," court records show.

                      About Northern Mariana

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, 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, 2012.

The Fund is represented by Brown Rudnick LLP and the Law Office of
Braddock J. Huesman, LLC.

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.  The Fund said it would
exhaust its cash by July 2014.  It has been unable to collect a
$325 million judgment against the islands' government, and the
commonwealth decided to reduce contributions toward workers'
pensions.


MC2 CAPITAL: Court Permits Panel to Hire Olson as General Counsel
-----------------------------------------------------------------
MC2 Capital Partners LLC's Official Committee of Unsecured
Creditors sought and obtained approval to retain the Law Office of
Steven M. Olson as its general counsel.

Steven M. Olson, Esq., attests that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

MC2 Capital Partners, LLC, based in San Rafael, California, filed
for Chapter 11 bankruptcy (Bankr. N.D. Calif. Case No. 11-14366)
on Dec. 1, 2011.  Judge Alan Jaroslovsky presides over the case.
In its petition, the Debtor estimated $10 million to $50 million
in assets and $50 million to $100 million in debts.

The Debtor's Manager is Monahan Pacific Corporation.  Thomas
Monahan -- an officer and director of Monahan Pacific Corporation
and the holder of 95% of the LLC equity interests in the Debtor --
signed the petition.  He has been appointed as responsible
individual for the Debtor.


MEDIA GENERAL: Incurs $34.4 Million Net Loss in First Quarter
-------------------------------------------------------------
Media General, Inc., reported a net loss of $34.42 million on
$149.51 million of total revenues for the 13 weeks ending
March 25, 2012, compared with a net loss of $25.80 million on
$148.94 million of total revenues for the 13 weeks ended March 27,
2011.

The Company's balance sheet at March 25, 2012, showed $1.04
billion in total assets, $1.04 billion in total liabilities and
$17,000 in stockholders' equity.

"The operating improvement is primarily the result of increased
profits at our Broadcast television stations, as they generated 12
percent revenue growth from increased Political revenues and
higher retransmission fees.  Broadcast platform cash flow margin
increased from 25 percent last year to 32 percent this year.
Print cash flow increased nearly 30 percent, as our newspapers
offset revenue decreases with expense reductions and we realized a
significant benefit from the reengineering we implemented at The
Tampa Tribune in late 2011.  Total company operating costs,
excluding impairment, decreased 4.5 percent, as a result of our
continued aggressive cost management," said Marshall N. Morton,
president and chief executive officer.  "All of our geographic
markets generated profit improvements over last year."

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

                       http://is.gd/CsOxRN

                       About Media General

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

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

                           *     *     *

As reported by the TCR on April 12, 2012, Moody's Investors
Service downgraded, among other things, Media General, Inc.'s
Corporate Family Rating (CFR) and Probability of Default Rating
(PDR) to Caa1 from B3, concluding the review for downgrade
initiated on Feb. 13, 2012.  The downgrade reflects the
significant increase in interest expense associated with the
company's credit facility amend and extend transaction and an
assumed issuance of at least $225 million of new notes, which will
result in limited free cash flow generation and constrain Media
General's capacity to reduce its very high leverage.  The weak
free cash flow and high leverage create vulnerability to changes
in the company's highly cyclical revenue and EBITDA generation.




MIT HOLDING: Swings to $1.3 Million Net Loss in 2011
----------------------------------------------------
MIT Holding, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$1.32 million on $5.93 million of sales and services rendered in
2011, compared with net income of $78,832 on $7.08 million of
sales and services rendered in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $1.43 million
in total assets, $3.84 million in total liabilities and a $2.41
million total stockholders' deficiency.

The Company said in the Form 10-K that its inability to achieve
sufficient increases on its revenues has created a liquidity
challenge that raises 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/RFpjR7

                        About MIT Holding

Savannah, Ga.-based MIT Holding, Inc. (OTC BB: MITD)
-- http://www.mitholdinginc.com/-- distributes wholesale
pharmaceuticals, administers intravenous infusions, operates an
ambulatory center where therapies are administered and sells and
rents home medical equipment.


MOUNTAIN NATIONAL: Names J. Friddell as CEO, M. Brown as Pres.
--------------------------------------------------------------
In connection with Dwight B. Grizzell's retirement as President
and Chief Executive Officer of Mountain National Bancshares, Inc.,
on April 19, 2012, James S. Friddell was appointed as Chief
Executive Officer of the Company and as a member of the Board of
Directors of the Company to be effective April 19, 2012.  Under
Tennessee law, Mr. Friddell's term as a director of the Company
will expire at the Company's next Annual Meeting of Shareholders
expected to be held in July 2012, and the Company expects the
Board will nominate Mr. Friddell for election to the Board at the
Annual Meeting in the class of directors with a term to expire at
the Company's Annual Meeting of Shareholders to be held in 2015.

Mr. Friddell, age 62, has over 30 years of banking experience as
well as regulatory experience gleaned from being a former employee
of the Federal Deposit Insurance Corporation.  Mr. Friddell has
been Executive Vice President and Chief Credit Officer of Mountain
National Bank, a wholly-owned subsidiary of the Company, since
April 2009 and prior to that time served as a Senior Lending
Officer with Mountain Commerce Bank since 2006.  The Board
believes that Mr. Friddell's extensive banking experience and the
experience he will have managing the day to day operations of the
Company's business as the Company's Chief Executive Officer will
provide the Board with knowledge and insight into the Company's
operations and will make him a valuable member of the Board.

On April 19, 2012, Michael L. Brown was appointed as President of
the Company and as a member of the Board of Directors of the
Company to be effective April 19, 2012.  Under Tennessee law, Mr.
Brown's term as a director of the Company will expire at the
Annual Meeting, and the Company expects the Board will nominate
Mr. Brown for election to the Board at the Annual Meeting in the
class of directors with a term to expire at the Company's Annual
Meeting of Shareholders to be held in 2015.

Mr. Brown, age 52, has served as Executive Vice President -- Chief
Operating Officer of the Company and the Bank since the Company's
inception in 2002 and with the Bank since 1998.  Prior to joining
the Bank, Mr. Brown served as a Senior Vice President of First
National Bank of Gatlinburg from 1995 to 1997, which later was
acquired by BankFirst where he continued to serve in that capacity
until joining the Bank in 1998.  Mr. Brown has a combined banking
career spanning 30 years, beginning with First Federal Savings
Bank in Maryville, Tennessee in 1981.  The Board believes that Mr.
Brown's extensive banking experience and the experience he will
have managing the day to day operations of the Company's business
as the Company's President will provide the Board with knowledge
and insight into the Company's operations and will make him a
valuable member of the Board.

                 Bank Critically Undercapitalized

On April 13, 2012, the Bank was notified by the Office of the
Comptroller of the Currency that, as of April 11, 2012, the Bank
was considered "critically undercapitalized" for purposes of
Prompt Corrective Action.  The Bank was designated as being
"critically undercapitalized as a result of its tangible equity
capital ratio falling below 2% as stated in the Bank's amended
Report of Condition and Income filed with the federal regulators
on April 11, 2012.  As a result of it being "critically
undercapitalized" for PCA purposes, the Bank remains obligated to
submit a capital restoration plan acceptable to the OCC, which
plan will be required to be guaranteed by the Company.

Furthermore, the Bank is prohibited, without the approval of the
OCC, from:

   (i) entering into any material transaction other than in the
       usual course of business, including any investment,
       expansion, acquisition, sale of assets, or other similar
       action with respect to which the Bank is required to
       provide notice to the OCC;

  (ii) extending any credit for any highly leveraged transactions
       as defined in 12 C.F.R. Section 325.2(i);

(iii) amending the Bank's charter or bylaws, except to the extent
       necessary to carry out any other requirement of law,
       regulation, or order;

  (iv) making any material change in accounting methods;

   (v) engaging in any covered transaction as defined in Section
       23A(b) of the Federal Reserve Act (12 U.S.C. Section
       371c(b));

  (vi) paying excessive compensation or bonuses; and

(vii) paying interest on new or renewed liabilities at a rate
       that would increase the Bank's weighted average cost of
       funds to a level significantly exceeding the prevailing
       rates of interest on insured deposits in the Bank's normal
       market areas.

The Bank also remains subject to regulatory restrictions
prohibiting the acceptance, renewal or rolling over of brokered
deposits.

Under the Federal Deposit Insurance Act, depository institutions
that are "critically undercapitalized" can be placed into
conservatorship or receivership within 90 days of becoming
critically undercapitalized, unless they raise sufficient capital,
merge with another financial institution or the FDIC determines
and documents that "other action" would better achieve the
purposes of the PCA capital requirements.  The Company and the
Bank are diligently continuing to work to evaluate and pursue
strategic alternatives.  There can be no assurance that the
Company or the Bank will be successful in obtaining outside
additional capital or merging with or being acquired by another
company within any regulatory imposed time frame.

The Bank remains a member of the FDIC, and deposits at the Bank
remain insured by the FDIC up to the legal maximum insurance limit
-- currently $250,000 per depositor, per deposit category.  The
Bank's customer service staff can help depositors with any
questions about the mechanics of FDIC deposit insurance.

                      About Mountain National

Mountain National is a bank holding company registered with the
Board of Governors of the Federal Reserve System under the Bank
Holding Company Act of 1956, as amended.  The Company provides a
full range of banking services through its banking subsidiary,
Mountain National Bank.

The Company conducts its banking activities from its main office
located in Sevierville, Tennessee and through eight additional
branch offices in Sevier County, Tennessee, as well as a regional
headquarters and two branch offices in Blount County, Tennessee.

The Company's balance sheet at June 30, 2011, showed
$521.40 million in total assets, $509.90 million in total
liabilities, and stockholders equity of $11.50 million.

The Company and its principal subsidiary, Mountain National Bank,
are subject to various regulatory capital requirements
administered by the federal banking agencies.

In February 2010, the Bank agreed to an Office of the Comptroller
of the Currency ("OCC") minimum capital requirement ("IMCR") to
maintain a minimum Tier 1 capital to average assets ratio of 9%
and a minimum total capital to risk-weighted assets ratio of 13%.

The Bank had 4.61% of Tier 1 capital to average assets and 7.69%
of total risk-based capital to risk-weighted assets ratio at
June 30, 2011, and was therefore not in compliance with the IMCR.
As a result, the OCC may bring additional enforcement actions,
including a consent order or a capital directive, against the
Bank.

Based upon its capital levels at June 30, 2011, the Bank's capital
shortfall was approximately $23,374,000 for the Tier 1 capital to
average assets requirement and approximately $20,342,000 for the
total capital to risk-weighted assets requirement.


MMRGLOBAL INC: Has $15 Million Investment Agreement with Granite
----------------------------------------------------------------
MMRGlobal, Inc., has entered into a Continuous Investment
Agreement for up to $15,000,000 with Granite State Capital, LLC.

The Granite Agreement will replace the Company's existing
financing agreement with Dutchess Opportunity Fund, II, L.P., at a
5% discount to market as compared to 6% under the Dutchess
agreement.?

MMR will use funds available under the terms of the Agreement as
needed for general corporate purposes, sales and marketing
expenses in support of the continued expansion of its global
healthcare technology solutions for the healthcare industry.

MMR may not receive proceeds from the Agreement until a
registration statement has been declared effective by the
Securities and Exchange Commission.  In addition, the Agreement
requires MMR to file the Registration Statement with the SEC by
May 7, 2012, although MMR is working diligently to file the
Registration statement as soon as possible.

The Company plans to file a Current Report on Form 8-K with the
SEC disclosing the material terms of the Agreement and attaching a
copy the Agreement no later than April 20, 2012.

A copy of the Agreement is available for free at:

                        http://is.gd/XcKmkA

                          About MMRGlobal

Los Angeles, Calif.-based MMR Global, Inc. (OTC BB: MMRF)
-- http://www.mmrglobal.com/-- through its wholly-owned operating
subsidiary, MyMedicalRecords, Inc., provides secure and easy-to-
use online Personal Health Records (PHRs) and electronic safe
deposit box storage solutions, serving consumers, healthcare
professionals, employers, insurance companies, financial
institutions, and professional organizations and affinity groups.

The Company reported a net loss of $8.88 million in 2011, compared
with a net loss of $17.90 million in 2010.  The Company reported a
net loss of $10.3 million in 2009.

The Company's balance sheet at Dec. 31, 2011, showed $2.22 million
in total assets, $7.51 million in total liabilities, and a
$5.28 million total stockholders' deficit.

For 2011, Rose, Snyder & Jacobs LLP, in Encino, California,
expressed substantial doubt about the Company's ability to
continue as a going concern.  The auditor issued going concern
qualification in the 2010 and 2011 financial statements.  The
independent auditors noted that the Company has incurred
significant operating losses and negative cash flows from
operations during the years ended Dec. 31, 2011, and 2010.


NAVARRE INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Navarre Industries Inc.
        10384 Navarre Road SW
        Navarre, OH 44662

Bankruptcy Case No.: 12-61113

Chapter 11 Petition Date: April 18, 2012

Court: U.S. Bankruptcy Court
       Northern District of Ohio (Canton)

Judge: Russ Kendig

About the Debtor: According to http://www.navarreindustries.com/,
                  the Debtor is a manufacturer of aluminum
                  extrusions for the petroleum, lighting, medical
                  and sign industries.

Debtor's Counsel: Anthony J. DeGirolamo, Esq.
                  116 Cleveland Avenue, N.W., Suite 307
                  Canton, OH 44702
                  Tel: (330) 588-9700
                  Fax: (330) 588-9713
                  E-mail: ajdlaw@sbcglobal.net

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/ohnb12-61113.pdf

The petition was signed by Paul E. Miller, president.


NEWPAGE CORP: Noteholders Object to Panel's Claims Validity Probe
-----------------------------------------------------------------
BankruptcyData.com reports that Ad hoc first lien noteholders, who
separately hold some of the 11.375% Senior Secured Notes due 2014
issued by NewPage, filed with the U.S. Bankruptcy Court an
objection to the official committee of unsecured creditors' motion
for an order extending period to (A) challenge validity,
enforceability, perfection, and extent of first lien notes,
obligations, and liens and (B) assert claims and causes of action
against first lien notes parties and granting related relief.

The noteholders assert, "The Committee's investigation has
continued for seven months, consumed millions of dollars in legal
fees incurred by more than fifteen law firms, and caused the more
than a dozen subjects of its investigation to produce over
1,000,000 pages of documents. Enough is enough. The time has come
for the Committee to either acknowledge that it has no legally
cognizable claims to pursue, or seek standing from this Court to
commence an adversary proceeding with respect to whatever claims
it thinks it might have."

                       About NewPage Corp.

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

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

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

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

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

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


NORTEL NETWORKS: Judge Taps Mediator for Retiree Welfare Dispute
----------------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Kevin Gross on April 18 appointed a mediator to break the
standoff over Nortel Networks Inc.'s bid to terminate benefits for
its retirees and disabled employees, one of the few issues holding
up the defunct telecom's $9 billion liquidation.

At a court hearing in Wilmington, Del., Judge Gross appointed
Cravath Swaine & Moore LLP's Richard Levin as the mediator, a
choice agreed to by Nortel and the two committees representing
3300 retirees and 240 disabled employees receiving benefits,
according to Law360.

                        About Nortel Networks

Nortel Networks (OTC BB: NRTLQ) -- http://www.nortel.com/-- was
once North America's largest communications equipment provider.
It has sold most of the businesses while in bankruptcy.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young was appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.

The Monitor sought recognition of the CCAA Proceedings in the
U.S. by filing a bankruptcy petition under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10164).  Mary
Caloway,Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll &
Rooney PC, in Wilmington, Delaware, serves as the Chapter 15
petitioner's counsel.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions (Bankr. D. Del. Case No. 09-10138) on Jan. 14, 2009.
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Office of the United States Trustee for the District of
Delaware has appointed an Official Committee of Unsecured
Creditors in respect of the Debtors, and an ad hoc group of
bondholders has been organized.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York, and Christopher M. Samis, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware, represent the Official
Committee of Unsecured Creditors.

The Official Committee of Retired Employees and the Official
Committee of Long-Term Disability Participants tapped Alvarez &
Marsal Healthcare Industry Group as financial advisor.  The
Retiree Committee is represented by McCarter & English LLP as
Delaware counsel, and Togut Segal & Segal serves as the Retiree
Committee.  The Committee retained Alvarez & Marsal Healthcare
Industry Group as financial advisor, and Kurtzman Carson
Consultants LLC as its communications agent.

Certain of Nortel's European subsidiaries also made consequential
filings for creditor protection.  On May 28, 2009, at the request
of the Administrators, the Commercial Court of Versailles, France
ordered the commencement of secondary proceedings in respect of
Nortel Networks S.A.  On June 8, 2009, Nortel Networks UK Limited
filed petitions in this Court for recognition of the English
Proceedings as foreign main proceedings under chapter 15 of the
Bankruptcy Code.

Nortel has collected almost $9 billion for distribution to
creditors. Of the total, US$4.5 billion came from the sale of
Nortel's patent portfolio to Rockstar Bidco, a consortium
consisting of Apple Inc., EMC Corporation, Telefonaktiebolaget LM
Ericsson, Microsoft Corp., Research In Motion Limited, and Sony
Corporation.  The consortium defeated a $900 million stalking
horse bid by Google Inc. at an auction.  The deal closed in July
2011.

Nortel Networks has filed a proposed plan of liquidation in the
U.S. Bankruptcy Court.  The Plan generally provides for full
payment on secured claims with other distributions going in
accordance with the priorities in bankruptcy law.


NORTHCORE TECHNOLOGIES: Inks New Agreement with Trinity
-------------------------------------------------------
Northcore Technologies Inc. signed a new customer contract through
its wholly owned subsidiary, Envision Online Media Inc.

As previously announced, Northcore has acquired Envision, an
Ottawa based software development company and Microsoft Partner.

The customer, Trinity Development Group Inc., has played a
prominent role in the development of new format shopping centres
across Canada.  Since 1992, when it was established, Trinity has
developed over 22 million square feet of retail space.

The Envision Online team will deliver a comprehensive content
management system allowing Trinity to better interact with its
stakeholders.

"I had let our shareholders know that we anticipated big things
from Todd Jamieson and his team at Envision," said Amit Monga, CEO
of Northcore Technologies.  "This latest signing demonstrates the
type of momentum that we expect to persist.  We will continue to
expand our collective footprint and are pleased to welcome Trinity
to our growing list of clients."

                          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.


O&G LEASING: Expands Scope of YoungWilliams Employment
------------------------------------------------------
The Hon. Edward Ellington of the U.S. Bankruptcy Court for the
Southern District of Mississippi has authorized O&G Leasing, LLC,
and its affiliates to expand the scope of employment of
YoungWilliams, P.A.  Specifically, YoungWilliams will be approved
as special counsel to provide representation to the Debtors in
pending litigation and on other matters as may be requested by the
Debtors.

As reported in the Troubled Company Reporter on April 19, 2011,
the Hon. Edward Ellington of the U.S. Bankruptcy Court for the
Southern District of Mississippi granted Debtors O&G Leasing LLC
and Performance Drilling Company LLC authority to employ
YoungWilliams as general and corporate counsel.

Robert L. Holladay, Jr., Esq., a shareholder at the firm, attests
that his firm does not represent or hold any interest adverse to
the Debtors or in connection with the cases and does not have
connections with the Debtors, creditors, any other party in
interest, its attorneys and accountants, the United States
Trustee, or any person employed in the office of the United States
Trustee which would prevent employment of YoungWilliams by the
Debtor.

The YoungWilliams attorneys expected to provide the primary
representation to the Debtors are E. Stephen Williams, who has
been retained by the Debtors at the hourly rate of $240 per hour,
and Robert L. Holladay, Jr., who has been retained by the Debtor
at the hourly rate of $175 per hour.

YoungWilliams has served as attorneys for the Debtors and certain
of the Debtors' affiliated companies relating to the business
segment (petroleum drilling) since 2006.  The firm currently
represents Performance Drilling Company, LLC in the prosecution
of its claims against Odyssey Petroleum Corp. (US), Case No.
10-01482-NPO, before the Bankruptcy Court.

The compensation paid to YoungWilliams by the Debtors within one
year before the petition date for services and reimbursement of
expenses -- including prepayment of filing fees -- aggregated
roughly $183,992.  The firm also has received from the Debtors a
$6,891 retainer, which is being held in the firm's trust account.

                        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.


OILSANDS QUEST: Christopher Hopkins Resigns From Board
------------------------------------------------------
Oilsands Quest Inc. disclosed that Christopher Hopkins has elected
to resign from the Oilsands Quest Board of Directors for personal
reasons.

"As the founder of Oilsands Quest and our chief executive officer
for several years, Mr. Hopkins had an indelible impact on the
Company," said Ron Blakely, Chairman of the Oilsands Quest Board
of Directors.  "He remains a major shareholder who is keenly
interested in the future of Oilsands Quest. We thank him for his
years of service and wish him well."

                       About Oilsands Quest

Oilsands Quest Inc. -- http://www.oilsandsquest.com/-- is
exploring and developing oil sands permits and licenses, located
in Saskatchewan and Alberta, and developing Saskatchewan's first
commercial oil sands discovery.

The Company reported a net loss of US$10.3 million for the six
months ended Oct. 31, 2011, compared with a net loss of
US$25.1 million for the six months ended Oct. 31, 2010.

The Company's balance sheet at Oct. 31, 2011, showed
US$156.6 million in total assets, US$33.3 million in total
liabilities, and stockholders' equity of US$123.3 million.  As at
Oct. 31, 2011, the Company had a deficit accumulated during the
development phase of US$721.7 million.

On Nov. 29, 2011, the Company and certain of its subsidiaries
voluntarily commenced proceedings under the CCAA obtaining an
Initial Order from the Court of Queen's Bench of Alberta (the
"Court"), in In re Oilsands Quest, Inc., et al., Case No. 1101-
16110.

The CCAA Proceedings were initiated by: Oilsands Quest, Oilsands
Quest Sask Inc., Township Petroleum Corporation, Stripper Energy
Services, Inc., 1291329 Alberta, Ltd., and Oilsands Quest
Technology, Inc.

Under the Initial Order, Ernst & Young, Inc., was appointed by the
Court to monitor the business and affairs of the Oilsands
Entities.  Neither of Oilsands' other subsidiaries, 1259882
Alberta, Ltd., and Western Petrochemical Corp., have filed for
creditor protection.

Oilsands Quest obtained a May 18, 2012 extension of the order
providing creditor protection under the Companies' Creditors
Arrangement Act (Canada).


PETROEXPORT LTD: Judge Won't Dismiss $35-Mil. Suits
---------------------------------------------------
Eric Hornbeck at Bankruptcy Law360 reports that Judge Barabara R.
Kapnick refused Wednesday to dismiss a pair of lawsuits over
allegations that hedge fund Platinum Partners Value Arbitrage Fund
bankrupted Petroexport Ltd. when it pulled out of a $35 million
crude oil refining agreement, saying too many factual issues were
still in play.

On June 11, 2010, the Grand Court of the Cayman Islands entered an
order that voluntarily winds up the operations of Petroexport
Limited.

The company's liquidator is:

         Roy Bailey
         c/o Lynden John
         Ernst & Young Ltd
         62 Forum Lane, Camana Bay
         P.O. Box 510, Grand Cayman KY1-1106
         Cayman Islands
         Telephone: (345) 814 8915
         Facsimile: (345) 949 8529
         E-mail: Lynden.John@ky.ey.com


PHARMOS CORPORATION: Reports $576,300 Net Loss in Q1 2012
---------------------------------------------------------
Pharmos Corporation filed its quarterly report on Form 10-Q,
reporting a net loss of $576,305 for the three months ended
March 31, 2012, compared with a net loss of $603,127 for the same
period of 2011.

Pharmos generated zero revenue for both periods.

The Company's balance sheet at March 31, 2012, showed
$1.15 million in total assets, $1.34 million in total liabilities,
and a stockholders' deficit of $188,799.

Friedman LLP, in ast Hanover, New Jersey, expressed substantial
doubt about Pharmos' ability to continue as a going concern,
following the Company's results for 2011.  The independent
auditors noted that the Company has suffered recurring losses from
operations, has significant 2012 cash flow commitments in
connection with its current proof-of-concept clinical trial, and
its ability to continue as a going concern is ultimately dependent
on achieving a collaboration agreement or raising additional
capital in 2012.

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

                       http://is.gd/QM61zV

Iselin, N.J.-based Pharmos Corporation is a biopharmaceutical
company that discovers and develops novel therapeutics to treat a
range of metabolic and nervous system disorders, including gout,
disorders of the brain-gut axis (e.g., Irritable Bowel Syndrome),
pain/inflammation, and autoimmune disorders.


PJ FINANCE: Confirmation Hearing on Joint Plan Adjourned to May 8
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
adjourned the Confirmation Hearing to May 8, 2012, at 1:00 p.m.,
to consider the First Amended Joint Plan of Reorganization filed
by PJ Finance Company, LLC, and the Committee of Unsecured
Creditors.

As reported in the Troubled Company Reporter on Sept. 22, 2011,
the plan was co-proposed by the Debtor and the committee.  The
Debtor, which owns 9,500 apartment units in 32 projects, has been
jousting since the case began with secured lender Torchlight Loan
Services LLC.

The Plan provides for these terms:

  * The plan is to be financed with a fresh $10 million investment
    by the owners.

  * Torchlight has two alternatives:

    (A) Torchlight can elect to keep the full amount of a
        $370 million secured claim on the properties.  The new
        debt would start off paying 3.5% interest and mature in
        2019.  In that event, unsecured creditors would split up
        $5 million cash to cover $10 million in claims.

    (B) Torchlight can elect to have a new secured debt equal to
        whatever value the judge assigns to the collateral.  The
        new secured debt would start off paying 3% interest and
        mature in 2022.  In that case, unsecured creditors would
        receive $4 million cash, and Torchlight would receive a
        new unsecured note for 40% of its estimated $165 million
        deficiency claim.  The 40% is to represent the same
        distribution received by unsecured creditors.

                         About PJ Finance

Chicago, Illinois-based PJ Finance Company, LLC, owns apartment
communities in the states of Arizona, Florida, Georgia, Tennessee
and Texas.  PJ Finance owns or holds ownership interests in 32
apartment communities that collectively have more than 9,500
rentable units.  It has 20 apartment locations in Texas, and the
remaining 12 in Arizona, Florida, Georgia and Tennessee.  The day-
to-day operations of the portfolio are managed by a third party,
WestCorp Management Group One, Inc.

PJ Finance and various affiliates filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 11-10688) on March 7,
2011.  Matthew L. Hinker, Esq., at Greenberg Traurig, LLP, in
Wilmington, Delaware; and Michelle E. Marino, Esq., and Stuart M.
Brown, Esq., at DLA Piper LLP (US), in Wilmington, Delaware, serve
as bankruptcy counsel.  Ernst & Young LLP serves as the Debtors'
independent auditors.  Kurtzman Carson Consultants, LLC, is the
Debtors' claims and notice agent.  An official committee of
unsecured creditors has been named in the case.  Christopher A.
Jarvinen, Esq., Janine M. Cerbone, Esq., Joseph Orbach, Esq., and
Mark T. Power, Esq., at Hahn & Hessen LLP, in New York, N.Y.
represent the committee as lead counsel.  Kimberly A. Brown, Esq.,
Matthew B. McGuire, Esq., and Richard Scott Cobb, Esq., at Landis
Rath & Cobb, in Wilmington, Del., serve as the Committee's
local counsel.

The Debtors estimated total assets of at least $275 million
(estimated value of portfolio securing loan to Bank of America)
and total debts of at least $479 million ($475 million owed to
BofA, $4.4 million trade debt).


PLATINUM STUDIOS: Adam Post Resigns from Board of Directors
-----------------------------------------------------------
The Board of Directors of Platinum Studios, Inc., accepted the
resignation of Adam Post from his position on the Company's Board
of Directors.  The resignation of Mr. Post was not the result of
any disagreements, of any kind, with the Company.

                       About Platinum Studios

Los Angeles, Calif.-based Platinum Studios, Inc., controls a
library consisting of more than 5,000 characters and is engaged
principally as a comics-based entertainment company adapting
characters and storylines for production in film, television,
publishing and all other media.

The Company reported a net loss of $9.94 million on $2.27 million
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $3.38 million on $292,940 of revenue during the prior
year.

The Company also reported a net loss of $13.83 million on
$10.47 million of net revenue for the nine months ended Sept. 30,
2011, compared with a net loss of $1.70 million on $2.24 million
of net revenue for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$1.75 million in total assets, $29.70 million in total
liabilities, all current, and a $27.94 million total shareholders'
deficit.

The Company is also delinquent in payment of $116,308 for payroll
taxes as of Sept. 30, 2011, and in default of certain of its short
term notes payable including it $4,916,665 note payable to
Standard Chartered Bank.  These matters raise substantial doubt
about the Company's ability to continue as a going concern.
As reported by the TCR on April 21, 2011, HJ Associates &
Consultants, LLP, in Salt Lake City, Utah, expressed substantial
doubt about the Company's ability to continue as a going concern,
following the 2010 financial results.  The independent auditors
noted that the Company has suffered recurring losses from
operations which have resulted in an accumulated deficit.


PRECISION OPTICS: Receives $1 Million Order for Endoscopes
----------------------------------------------------------
Precision Optics Corporation, Inc., accepted an order from a
customer to purchase endoscopes for a total purchase amount of
$1,032,000.  The purchase order is contingent upon execution of a
supply agreement to specify, among other items, the delivery
schedule of the products, and demonstration that the endoscopes
meet the customer's requirements.  The Company is responsible for
all testing and validation of the products.

                       About Precision Optics

Headquartered in Gardner, Massachusetts, Precision Optics
Corporation, Inc., has been a developer and manufacturer of
advanced optical instruments since 1982.  The Company designs and
produces high-quality micro-optics, medical instruments and other
advanced optical systems.  The Company's medical instrumentation
line includes laparoscopes, arthroscopes and endocouplers and a
world-class product line of 3-D endoscopes for use in minimally
invasive surgical procedures.

The Company reported a net loss of $1.05 million for the fiscal
year ended June 30, 2011, compared with a net loss of $660,882 in
the preceding year.

Precision Optics' balance sheet at Dec. 31, 2011, showed $1.67
million in total assets, $501,023 in total liabilities, all
current, and $1.17 million in total stockholders' equity.

As reported in the TCR on Sept. 27, 2010, Stowe & Degon LLC, in
Westborough, Mass., expressed substantial doubt about Precision
Optics' ability to continue as a going concern, following the
Company's results for the fiscal year ended June 30, 2010.  The
independent auditors noted that the Company has suffered recurring
net losses and negative cash flows from operations.


PROSPECT MEDICAL: Moody's Upgrades CFR to 'B2'; Outlook Stable
--------------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family and
Probability of Default Ratings of Prospect Medical Holdings, Inc.
to B2 from B3. Moody's also assigned a B2 (LGD 4, 52%) rating to
the company's proposed offering of $325 million of senior secured
notes due 2019. Moody's understands that the proceeds of the note
offering will be used to redeem the company's 12.75% senior
secured notes due 2014 and the company's outstanding preferred
stock. Moody's will withdraw the ratings on the 12.75% notes
following the closing of the transaction. The outlook for the
ratings is stable.

"The upgrade of Prospect's rating reflects the simplification of
the company's capital structure and strengthened liquidity profile
as near term maturities at an operating subsidiary are addressed,"
said Dean Diaz, a Moody's Senior Credit Officer. "However,
Prospect's increase in debt to fund the redemption of preferred
equity limits the benefits of eliminating higher cost debt,"
continued Diaz.

Following is a summary of Moody's rating actions.

Ratings assigned:

$325 million senior secured notes due 2019, B2 (LGD 4, 52%)

Ratings upgraded:

12.75% senior secured notes due 2014, to B2 (LGD 3, 44%) from B3
(LGD 3, 44%) (to be withdrawn at close of the transaction)

Corporate Family Rating, to B2 from B3

Probability of Default Rating, to B2 from B3

Ratings Rationale

Prospect's B2 Corporate Family Rating reflects Moody's expectation
that the company will actively pursue acquisitions to add scale
and diversification. However, Moody's still expects the company to
have a relatively small revenue base when compared to other rated
for-profit hospital operators. Additionally, Prospect's operations
will continue to be dominated by its concentration in Southern
California and its reliance on the California Medicaid program as
a source of revenue. However, the ratings also reflect Moody's
expectation that the company will continue to see improvement in
operating results at its existing facilities. Additionally, while
the company could use debt to fund acquisitions, leverage should
remain relatively modest at under 4.0 times.

The stable rating outlook reflects Moody's expectation that the
company can continue to improve the operations of its hospitals
and medical groups and grow revenue and EBITDA. The outlook also
incorporates Moody's expectation that the company will maintain a
disciplined approach to increasing its debt load as it extends its
reach from the Southern California marketplace through
acquisitions.

A meaningful increase in leverage, either from a debt financed
acquisition or shareholder initiatives that was expected to result
in sustained leverage above 5.0 times could result in a downgrade
of the ratings. Additionally, if liquidity was to weaken or cash
flow was expected to be negative for a sustained period, Moody's
could downgrade the ratings. Given the continued significant
concentration risk, this could result from an adverse development
in the local market that is expected to materially impact volumes
or pricing.

In order to upgrade the rating, Moody's would have to see evidence
that the company can grow its revenue base and diversify away from
its reliance on the Southern California market and dependence on
the California Medicaid program while maintaining conservative
leverage metrics. Given the smaller scale and concentration,
Moody's would expect to see financial metrics that would allow the
company to absorb negative events at the higher rating level prior
to an upgrade.

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

Prospect owns and operates five hospitals in the greater Los
Angeles area as well as two in San Antonio, Texas, and manages the
provision of healthcare services for HMO enrollees in Southern
California through its network of specialist and primary care
physicians. Prospect recognized revenue of approximately $580
million in the twelve months ended December 31, 2011.


REDDY ICE: Reaches $1-Mil. Deal in Shareholders' Cartel Suit
------------------------------------------------------------
Amanda Bransford at Bankruptcy Law360 reports that Reddy Ice
Holdings Inc. has reached a tentative $1 million settlement in
Michigan federal court with shareholders who claim the company's
attempt to control the packaged ice market artificially inflated
stock prices and led to a criminal probe.

Reddy Ice said the shareholders had agreed to settle after the
company's counsel told them the company was filing for Chapter 11,
and would seek an order disallowing the class action they brought
when their stock plummeted, according to Law360.

                         About Reddy Ice

Reddy Ice Holdings Inc. and wholly owned subsidiary Reddy Ice
Corp. manufacture and distribute packaged ice in the United
States.  As of Dec. 31, 2011, the Company had assets totaling $434
million and total liabilities of $531 million.  The bulk of the
liabilities were total debt outstanding of $471.5 million.

Reddy Holdings and Reddy Corp. on April 12, 2012, filed voluntary
Chapter 11 bankruptcy petitions (Bankr. N.D. Tex. Case Nos. 12-
32349 and 12-32350) together with a plan of reorganization and
accompanying disclosure statement to complete a previously
announced plan to strengthen its balance sheet and ensure strong
financial footing for the future.  As part of the restructuring,
Reddy Ice seeks to pursue a strategic acquisition of all or
substantially all of the businesses and assets of Arctic Glacier
Income Fund and its subsidiaries, including Arctic Glacier Inc., a
major producer, marketer and distributor of packaged ice in North
America.

Arctic Glacier on Feb. 22, 2012, filed for protection under the
Companies' Creditors Arrangement Act in Canada and Chapter 15 of
the Bankruptcy Code in the United States.  Arctic is seeking sale
or investment proposals from qualified bidders.

Reddy Ice's Plan provides for the restructuring of the Company's
obligations with respect to $300 million of First Lien Notes;
$139.4 million of Second Lien Notes; and $11.7 million of Discount
Notes.  If the Plan is approved, all Second Lien Notes will be
exchanged and will be retired and cancelled and all Discount Notes
will be cancelled.  Reddy Ice said the Plan has the support of a
majority of its lenders and major creditors, led by Centerbridge
Capital Partners II, L.P.

Entities entitled to vote on the Plan have until May 9, 2012, to
cast their ballot.  The Debtors have asked the Court to hold a
combined hearing to approve the Disclosure Statement and confirm
the Plan no later than May 18, 2012.

Judge Stacey G. Jernigan presides over the case.  Reddy Ice's
legal advisor on the restructuring is DLA Piper LLP (US) and its
financial advisors are Jefferies & Company, Inc. and FTI
Consulting, Inc.  Kurtzman Carson Consultants serves as claims and
notice agent.

Centerbridge Partners is represented by Jonathan S. Zinman, Esq.,
Joshua A. Sussberg, Esq., James H.M. Sprayregen, Esq., and Anup
Sathy, Esq., at Kirkland & Ellis.

Macquarie Bank Limited is represented by Sarah Hiltz Seewer, Esq.,
and David R. Seligman, Esq., also at Kirkland & Ellis.

The ad hoc group of First Lien and Second Lien Noteholders is
represented by Joshua Andrew Feltman, Esq., at Wachtell Lipton
Rosen & Katz.  Wells Fargo Bank, National Association, serves as
First Lien and Second Lien Agent.


REGENCY CENTERS: Fitch Affirms Preferred Stock Rating at 'BB+'
--------------------------------------------------------------
Fitch Ratings has affirmed the following credit ratings for
Regency Centers Corp. (NYSE: REG) and its operating partnership,
Regency Centers, L.P., (collectively, REG):

Regency Centers Corporation
- Issuer Default rating (IDR) at 'BBB';
- Preferred stock at 'BB+'.

Regency Centers, L.P.
- IDR at 'BBB';
- Unsecured revolving facility at 'BBB';
- Senior unsecured notes at 'BBB'.

In addition, Fitch has assigned a 'BBB' rating to the company's
$250 million senior unsecured term loan.

The Rating Outlook is Stable.

The rating affirmations center on leverage and fixed charge
coverage metrics which have stabilized at levels appropriate for
the current rating. Absent any major deleveraging initiatives,
Fitch expects REG to maintain credit metrics within a range
appropriate for the 'BBB' IDR.

Pro rata leverage, measured as net debt divided by recurring
operating EBITDA was 6.4 times (x) as of Dec. 31, 2011. This ratio
is down from 6.7x as of Dec. 31, 2010. In addition, REG's pro-rata
fixed-charge coverage ratio (defined as recurring operating EBITDA
less straight-line rents, leasing commissions and tenant and
building improvements, divided by total interest incurred and
preferred stock dividends) was 1.9x for the year ended Dec. 31,
2011, unchanged from 2010.

Fitch views REG's property portfolio profile, financial statement
credit statistics, debt maturities, and liquidity position based
on combining the company's wholly-owned properties and its pro
rata share of co-investment partnerships, to analyze the company
as if each of the co-investment partnerships was dissolved via
distribution in kind.

Several of REG's co-investment partnerships provide for unilateral
dissolution. Most of these co-investment partnerships provide for
a distribution in kind in the event of a dissolution, whereby the
company and its limited partner unwind the partnership by
distributing the underlying properties (and related property-level
debt, if any) to each partner based on each partner's respective
ownership percentage in the partnership. Further, REG has actively
supported its co-investment partnerships in the past by raising
common equity primarily used to repay or refinance its share of
secured debt, demonstrating financial support of the partnerships.

Fitch views REG's joint venture platform positively as it provides
broader market insights, incremental fee and property income, as
well as risk-taking opportunities that the company may not want to
effect on a wholly-owned basis. REG has also reduced leverage in
its joint ventures to levels consistent with leverage on the
consolidated portfolio, primarily through follow-on common equity
offerings.

Same-store property performance showed signs of recovery in 2011.
Although REG suffered a negative 10.4% roll-down on all new
leases, all renewals were higher by 1.5% resulting in an overall
leasing spread of negative 1.7%. Spaces which were vacant for less
than 12 months had an overall leasing spread improvement of 1.2%;
new leases rolled down 0.5% and renewal leases improved by 1.5%
during 2011.

Same-store occupancy increased to 93.8% as of Dec. 31, 2011, up
100 basis points from a year earlier, resulting in same-store
year-over-year net operating income (NOI) decreasing 0.6% in 2011,
but up 0.1% without including termination fees.

Fitch expects that same-property NOI will grow in the low single
digits in 2012, 2013 and 2014. This modest growth is the result of
expected improvements in renewal and new lease rates and
occupancy.

REG's community and neighborhood shopping center portfolio
reflects moderate geographic and anchor tenant concentrations.
Sixty-one percent of its annualized base rent is derived from
properties located within the states of California, Florida,
Texas, and Virginia. The company's lease expiration schedule is
manageable, with no year representing more than 12% of expiring
pro rata minimum base rent.

Although REG's five largest tenants by annual base rents represent
in aggregate nearly 16.1% of annual base rents, this tenant
concentration is offset by the fact that Fitch rates three of the
top five tenants as investment grade. The company's five largest
tenants are Publix Super Markets Inc. (4.4%), The Kroger Co.
(4.2%; Fitch IDR of 'BBB' with a Stable Outlook), Safeway Inc.
(3.7%, IDR of 'BBB-' with a Stable Outlook), Supervalu Inc. (2.2%,
IDR of 'B' with a Negative Outlook), and CVS Caremark Corporation
(1.6%, IDR of 'BBB+' with a Stable Outlook).

While REG has established itself as a developer with a national
platform, the company's development activities contain certain
inherent risks. However, REG's net cost of properties in
development totaled only 4% of its gross undepreciated assets as
of Dec. 31, 2011, which is down significantly from 11% and 23% in
2009 and 2010, respectively. This is reflective of an overall de-
risking of the company's strategy since the downturn.

REG has a manageable debt maturity schedule, with no year
accounting for more than 21% of total maturing debt. This
laddering enhances the company's liquidity profile.

For the period Jan. 1, 2012 to Dec. 31, 2013, REG's sources of
liquidity (cash, availability under its unsecured revolving credit
facility and projected retained cash flows from operating
activities after dividends) exceed uses of liquidity (pro rata
debt maturities and amortization and projected capital
expenditures and development) by 1.2x. Under a scenario whereby
80% of REG's pro rata secured debt is refinanced with new secured
debt, liquidity coverage improves to 1.5x. The company has
demonstrated strong access to the common equity, unsecured and
secured debt and preferred stock markets, mitigating near-term
refinance risk.

In addition, the company has good contingent liquidity in the form
of a sizeable unencumbered asset pool. Using an 8.0%
capitalization rate, the implied value of unencumbered assets
covered net unsecured debt by 2.3x, which is adequate for the
'BBB' rating, and the company's unsecured debt covenants do not
restrict REG's financial flexibility.

The two-notch differential between REG's IDR and its preferred
stock rating is consistent with Fitch's criteria for corporate
entities with a 'BBB' IDR. Based on Fitch's criteria report,
'Treatment and Notching of Hybrids in Nonfinancial Corporate and
REIT Credit Analysis' dated Dec. 15, 2011, available on Fitch's
website at 'www.fitchratings.com', the company's cumulative
redeemable preferred stock is deeply subordinated and has loss
absorption elements that would likely result in poor recoveries in
the event of a corporate default.

The Stable Outlook is based on mildly strengthening retail
fundamentals, Fitch's expectation that leverage and coverage will
remain relatively unchanged or improve modestly compared with
current levels and that REG will maintain adequate liquidity.

The following factors may have a positive impact on REG's ratings
and/or Outlook:

-- Total pro rata leverage sustaining below 5.5x for several
quarters (pro rata leverage was 6.4x as of Dec. 31, 2011);

-- Fixed charge coverage sustaining above 2.3x for several
quarters (pro rata coverage was 1.9x for the year ended Dec. 31,
2011).

The following factors may have a negative impact on REG's ratings
and/or Outlook:

-- Leverage sustaining above 7.0x for several quarters;

-- Fixed charge coverage sustaining below 1.8x for several
quarters;

-- A liquidity shortfall (REG had a base case liquidity coverage
ratio of 1.2x as of Dec. 31, 2011).


REGENCY ENERGY: Fitch Rates Series A Preferreds at 'B+'
-------------------------------------------------------
Fitch Ratings assigns the following ratings to Regency Energy
Partners, LP (RGP):

Initial Issuer Default Rating (IDR) 'BB';

Senior unsecured notes 'BB';

Revolving credit facility 'BB+';

Series A Preferreds 'B+'.

The rating Outlook is Stable.

The ratings reflect the fixed fee nature of RGP's operations, the
quality and diversity of its portfolio of midstream assets,
relatively high leverage, weak distribution coverage metrics and
its affiliation with its general partner Energy Transfer Equity,
LP (ETE; Long-Term IDR 'BB-'; Stable Outlook by Fitch). The
ratings consider that RGP is in the midst of a significant capital
spending program which will see the company spend over $1 billion
in growth cap-ex through 2013 and weigh on leverage metrics in the
near-to-medium term. These growth investments are primarily
focused on fee-based or revenue-assured assets which should help
lower RGP's exposure to changes in commodity prices. Additionally,
Fitch expects RGP's leverage metrics will improve as it benefits
from the earnings and cash flow associated with joint venture and
organic projects as they are completed and begin operation.

The ratings consider the following:

Fixed Fee Cash Flow Profile: RGP has over 80% of its gross margin
supported by fixed fee type contracts which largely insulate it
from direct changes in commodity prices. This translates to fairly
predictable earnings and cash flow for the partnership.
Additionally, RGP tries to layer on hedges to further lower open
commodity price exposure.

Geographic and Business Segment Diversity: RGP has a diverse set
of midstream assets which allow it to offer fully integrated
midstream services to producers. Its assets are located in and
around growing production basins that are liquids rich and should
continue to provide significant organic growth opportunities.

High Leverage/Improving Metrics: As a result of RGP's rapid growth
over the past several years its leverage is high with
Debt/Adjusted EBITDA for 2011 of 4.98 times (x) based on Fitch
calculations. Somewhat offsetting this high leverage is lower
relative commodity price exposure due to the fixed fee focus of
its business and the expectation that as its growth projects are
completed RGP, rising EBITDA will improve these metrics. Based on
Fitch's calculations for Debt/Adjusted EBITDA, which excludes
equity in earnings but includes dividends from unconsolidated
affiliates, Fitch expects RGP's 2012 Debt/Adj. EBITDA of roughly
4.6 times (x) improving to closer to 4.1x by 2013 as growth
projects are completed.

Large Capital Spending Plan: RGP has a significant capital
expenditure program, with forecasted capital spending of over $1
billion for 2012 and 2013. RGP's large scale spending will weigh
on metrics through 2013 prior to construction being completed and
cash flows coming on line. Fitch expects RGP to fund its spending
with a balance of debt and equity.

Tight Distribution Coverage: Fitch expects RGP's distribution
coverage to be just under 1.0x for 2012, improving to 1.1x in
2013. Fitch prefers to see distribution coverage in excess 1.0x,
as the cash retention can provide a financial cushion in a
downturn, and help fund growth spending and or debt reduction.

Volumetric Exposure: As typical with gas processor and midstream
companies volumetric risk can be a concern, particularly in a
declining rig count environment. However, production and volumes
have largely held up or increased in RGP's operating basins, which
Fitch expects to continue given the gas from these areas, like the
Permian and Eagle Ford basins, tends to have a high hydrocarbon
composition or is tied to oil production which should remain
strong in given current NGL and oil economics.

JV/Structural Subordination: RGP is the owner of several joint
venture (JV) interests some of which have external debt. RGP is
structurally subordinate to the cash operating and debt service
need s of these JVs and reliant on JV distributions to fund its
capital spending and its own distributions.

General Partner Relationship: While Fitch's ratings are largely
reflective of RGP's credit profile on a stand-alone basis, they do
consider RGP's relationship with ETE the owner of its general
partner interest. ETE's general partner interest gives it
significant control over the MLP's operations, including most
major strategic decisions such as investment plans, distributions,
and management of daily operations. The relationship has also
provided opportunities that might otherwise be unavailable to RGP,
such as RGP's acquisitions of MidContinent Express Pipeline (MEP;
IDR: 'BBB'; Stable Outlook) and LDH Energy Assets Holdings, from
and with another ETE affiliate, Energy Transfer Partners, LP (ETP;
IDR:  'BBB-'; Negative Outlook) and its participation in its
LoneStar JV with ETP.

Liquidity is adequate and access to capital markets has not been
an issue for RGP which successfully completed a $310 million
equity offering in March 2012. As of Dec. 31, 2011, RGP had $549
million in availability under its $900 million revolver which
matures in 2014. RGP's revolving credit facility contains
financial covenants requiring it to maintain debt to consolidated
EBITDA ratio less than 5.25x, consolidated EBITDA to consolidated
interest expense ratio greater than 2.75x and a secured debt to
consolidated EBITDA ratio less than 3x. RGP is in compliance with
all of its covenants.

Catalysts for Positive Rating Action Include:

Sustained improvement in leverage metrics;

Successful execution of growth plan and continued metric
improvement Fitch would likely consider a positive rating action
as Debt/Adj. EBITDA moves closer towards and below 4.0x and
distribution coverage remains above 1.0x, provided RGP's 80%+ fee
based margin profile and hedging practices stay consistent with
current practices.

Catalysts for a Negative Rating Action include:

Continued large-scale capital expenditure program funded by
higher than expected debt borrowings;

An increase in gross margin sensitivity to changes in commodity
prices;

Significant and prolonged decline in demand/prices for NGLs,
crude and natural gas;

Aggressive growth of distributions at RGP.

Fitch assigns the following ratings:

  Long-Term IDR 'BB'

  Senior Secured Revolver 'BB+'

  Senior Unsecured Notes 'BB'
  Series A Preferred Units 'B+'

Note: In its Master Limited Partnership analysis, Fitch typically
adjusts EBITDA to exclude nonrecurring extraordinary items, and
noncash mark-to-market earnings. Adjusted EBITDA excludes equity
in earnings and includes dividends from unconsolidated affiliates.


RESIDENTIAL CAPITAL: Non-Payment Cues Fitch to Cut IDR to 'C'
-------------------------------------------------------------
Fitch Ratings has downgraded the long-term Issuer Default Rating
(IDR) of Residential Capital LLC (ResCap) to 'C' from 'CCC'. In
addition, Fitch has placed the 'BB-' long-term IDR and senior
unsecured debt rating of Ally Financial Inc. (Ally) and its
subsidiaries on Rating Watch Negative.

The downgrade of ResCap's IDR follows its decision to not make a
scheduled interest payment on $473 million of senior unsecured
notes due in 2013. Although ResCap has a 30 day grace period under
the note's indenture, Fitch believes that missing the scheduled
interest payment has increased the risk of default.

In addition to the missed interest payment, ResCap continues to
face upcoming principal debt maturities including $338 million of
senior debt notes due between May and June 2012, and $1 billion
under Ally's secured credit facility due on May 14, 2012. Absent
support from Ally, Fitch believes that ResCap is not likely to be
able to meet these scheduled debt maturities, which could result
in a potential bankruptcy or debt restructuring.

Fitch has placed Ally's 'BB-' long-term IDR and senior unsecured
debt ratings on Rating Watch Negative because of the potential
negative implications for Ally if its subsidiary, ResCap, is
placed into bankruptcy. Fitch believes that Ally may be more
vulnerable to limitations in its access to unsecured funding given
its own 2012 debt maturities. While over the long-term Ally
creditors could ultimately benefit from an orderly ResCap
resolution, near-term complications that could arise from a
potential ResCap bankruptcy proceeding, including litigation risk
or legal challenges, elevate the risk of a potential Ally
downgrade.

In the coming weeks, Fitch will monitor ResCap's ability and
willingness to meet its financial obligations and the implications
on its parent, Ally. In the event ResCap defaults on its
obligations or restructures its debt, Fitch would downgrade
ResCap's rating to 'D' or 'RD' depending on the specifics of
bankruptcy or restructuring. If Ally faces challenges refinancing
its own debt obligations or has reduced access to the unsecured
debt markets as a result of potential complications arising from a
ResCap resolution, Fitch could consider lowering Ally's ratings.

Established in 1919, Ally operates one of the world's largest
automotive finance companies in the U.S., Canada and 15 other
countries. With approximately $184 billion in assets as of Dec.
31, 2011, Ally operates as a bank holding company. ResCap is an
indirect wholly owned subsidiary of Ally. Through its originations
and servicing business, ResCap originates, purchases, and services
residential mortgage loans. As of Dec. 31, 2011, ResCap had a
total servicing book of $382 billion, making it the fifth largest
servicer in the U.S.

Fitch has taken the following rating actions on ResCap:

--Long-term IDR downgraded to 'C' from 'CCC';
--Short-term IDR affirmed at 'C';
--Senior unsecured affirmed at 'C/RR6';
--Short-term debt affirmed at 'C'.

The ratings on Ally's subsidiaries principally reflect the
irrevocable and unconditional guarantee from Ally Financial. Fitch
places the following ratings of Ally on Rating Watch Negative:

Ally Financial Inc.
Long-term IDR 'BB-';
Senior unsecured 'BB-';
Viability rating 'bb-';
Perpetual preferred securities, series A 'CCC'.

GMAC Capital Trust I
Trust preferred securities, series 2 'B-'.

GMAC International Finance B.V.
Long-term IDR 'BB-';
Senior unsecured 'BB-'.

GMAC Bank GmbH
Long-term IDR 'BB-';
Senior unsecured 'BB-'.

Ally Credit Canada Limited
Long-term IDR 'BB-';
Senior unsecured 'BB-'.

GMAC Financial Services NZ Limited
Long-term IDR 'BB-'.

GMAC Australia LLC
Long-term IDR 'BB-'.

Fitch has affirmed the following ratings of Ally:

Ally Financial Inc.
Short-term IDR at 'B'
Short-term debt at 'B';
Support at '5';
Support Floor at 'NF',
Long-term FDIC guaranteed debt at 'AAA';

GMAC International Finance B.V.
Short-term IDR at 'B';
Short-term debt at 'B'.

GMAC Bank GmbH
Short-term IDR at 'B';
Short-term debt at 'B'.

Ally Credit Canada Limited
Short-term IDR at 'B';
Short-term debt at 'B'.

GMAC Financial Services NZ Limited
Short-term IDR at 'B';
Short-term debt at 'B'.

GMAC Australia LLC
Short-term IDR at 'B';
Short-term debt at 'B'.

GMAC (U.K.) plc
Short-term IDR at 'B';
Short-term debt at 'B'.


RITE AID: Jean Coutu Discloses 24.8% Equity Stake
-------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, The Jean Coutu Group (PJC) Inc. and its
affiliates disclosed that, as of April 17, 2012, they beneficially
own 223,201,162 shares of common stock of Rite Aid Corporation
representing 24.8% based on 898,454,487 shares of the Company's
common stock outstanding as of Dec. 14, 2011, as reported in
Company's Form 10-Q for the quarterly period ended Nov. 26, 2011.

As reported by the TCR on July 12, 2011, Jean Coutu and its
affiliates reported beneficial ownership of 238,725,262 common
shares or 26.8% equity stake.

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

                        http://is.gd/ACa1I0

                        About Rite Aid Corp.

Drugstore chain Rite Aid Corporation (NYSE: RAD) --
http://www.riteaid.com/-- based in Camp Hill, Pennsylvania, has
more than 4,700 stores in 31 states and the District of Columbia
and fiscal 2010 annual revenues of $25.7 billion.

The Company reported a net loss of $368.57 million on $26.12
billion of revenue for the 53 weeks ended March 3, 2012, compared
with a net loss of $555.42 million on $25.21 billion of revenue
for the 52 weeks ended Feb. 26, 2011.

The Company's balance sheet at March 3, 2012, showed $7.36 billion
in total assets, $9.95 billion in total liabilities and a $2.58
billion total stockholders' deficit.

                           *     *     *

In February 2012, S&P affirmed Rite Aid's 'B-' corporate credit
rating.  During that time, Moody's Investors Service also affirmed
its Caa2 Corporate Family Rating, Caa2 Probability of Default
Rating, and SGL-3 Speculative Grade Liquidity rating.

"The ratings reflect our expectation that Camp Hill, Pa.-based
retail drugstore chain Rite Aid Corp.'s financial risk profile
will remain 'highly leveraged', despite improving sales trends,
due to its significant debt," said Standard & Poor's credit
analyst Ana Lai.

Moody's said, Rite Aid's Caa2 Corporate Family Rating reflects its
weak credit metrics and unsustainable capital structure with debt
to EBITDA of 8.8 times and EBITA to interest expense of 0.8 times.
Although Moody's believes that Rite Aid earnings will benefit from
Walgreen's dispute with Express Scripts as well as from the strong
generic pipeline, Moody's anticipates that lower reimbursement
rates will offset some of this positive earnings pressure. Thus,
Moody's forecasts that Rite Aid's credit metrics will remain weak.
In addition, Rite Aid faces a tradeoff between the need to address
its sizable 2014 and 2015 debt maturities against the likelihood
that any refinancing will be at a higher interest rate. Should
Rite Aid successfully refinance its 2014 and 2015 debt maturities,
its borrowing costs will likely increase further weakening Rite
Aid's interest coverage. Consequently, Moody's is concerned that
Rite Aid may choose to voluntarily restructure its debt over the
medium term.


ROBERTS HOTELS: Spartanburg's Clarion Hotel Owner in Chapter 11
---------------------------------------------------------------
Roberts Hotels Spartanburg, LLC, filed a bare-bones Chapter 11
petition (Bankr. E.D. Mo. Case No. 12-43756) in its hometown in
St. Louis, Missouri on April 19, 2012.

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

The Debtor said in its petition that the principal asset is
located at 9027 Fair Forest Road, in Spartanburg, South Carolina.
That is the address of Clarion Hotel, A Roberts Hotel, formerly
named Radisson Hotel & Suites Spartanburg, according to listings
from TripAdvisor.com.

According to the case docket, the schedules of assets and
liabilities, the statement of financial affairs and other
incomplete filings are due May 3, 2012.

The Debtor is required to file its Chapter 11 plan and an
explanatory disclosure statement by Aug. 17, 2012.

The Debtor is represented by A. Thomas DeWoskin, Esq., at Danna
McKitrick, PC, in St. Louis.


ROBERTS HOTELS: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Roberts Hotels Spartanburg, LLC
        1408 North Kingshighway, Suite 300
        Saint Louis, MO 63113

Bankruptcy Case No.: 12-43756

Chapter 11 Petition Date: April 19, 2012

Court: U.S. Bankruptcy Court
       Eastern District of Missouri (St. Louis)

Judge: Barry S. Schermer

Debtor's Counsel: A. Thomas DeWoskin, Esq.
                  DANNA MCKITRICK, P.C.
                  7701 Forsyth, Suite 800
                  St. Louis, MO 63105
                  Tel: (314) 726-1000
                  E-mail: tdewoskin@dmfirm.com

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

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

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

The petition was signed by Michael Kirtley, chief operating
officer.


ROC FINANCE: Moody's Confirms 'B3' CFR; Outlook Stable
------------------------------------------------------
Moody's Investors Service confirmed the ratings of ROC Finance
LLC, including its B3 corporate family and probability of default
ratings. At the same time, the Ba3 ratings on ROC's bank debt and
Caa1 rating on its second lien notes were confirmed. The rating
outlook is stable.

This confirmation concludes the rating review initiated on
February 1, 2012 following ROC's announcement that a section of
flooring in its Horseshoe Cincinnati casino, under construction,
collapsed on January 27, 2012. Additionally, in the month
preceding this announcement, ROC reported a construction incident
at its Cleveland casino's parking garage, and the Ohio Casino
Control Commission (OCCC) announced that it was delaying the
opening of Horseshoe Cleveland casino project and the Toledo
casino project (not related to ROC).

The confirmation of ROC's B3 Corporate Family Rating (CFR)
reflects Moody's expectation that the construction incidents and
the licensing delay will not have a significant negative effect on
the budget and timing of completion of both the Cleveland and
Cincinnati projects. Specifically, costs associated with the
construction incidents will be covered by insurance (the company
has a small deductible) and within the available contingency. The
OCCC delayed the opening of Horseshoe Cleveland, which is now
scheduled to open on May 14, 2012. Moody's does not expect this
delay will materially affect the Cleveland budget or pro forma
earnings and cash flow. The garage is expected to be completed in
time for the opening of the casino. Moody's notes that the
competing racinos in northeast Ohio are not likely to open until
2013, later than expected when ratings were first assigned,
thereby increasing the probability ROC can meet its earnings plan.

The following ratings are confirmed:

Corporate Family Rating at B3

Probability of Default Rating at B3

$25 million senior secured revolver expiring 2016 at Ba3 (LGD 2,
23%)

$150 million senior secured term loan due 2017 at Ba3 (LGD 2, 23%)

$125 million senior secured delayed draw term loan due 2017 at Ba3
(LGD 2, 23%)

$380 million 12.125% second lien notes due 2018 at Caa1 (LGD 5,
78%)

Ratings Rationale

ROC Finance LLC's B3 CFR continues to reflect the company's
construction and ramp-up risk in a new gaming jurisdiction,
reliance on completion of the Cleveland casino to help fund
development of the Cincinnati casino, and legislative and
regulatory risks in Ohio. The ratings reflect Moody's view that
the operating experience of the project manager, Caesars
Entertainment Corporation (Caa1/stable), its established database
of potential gaming customers that are members of Caesars' Total
Rewards gaming loyalty program, and the market profile of both
Cleveland and Cincinnati will enable each casino to reach the
projected level of profitability. Additionally, the project has
adequate liquidity to support completion and ramp-up. Moody's
expects debt/EBITDA by year-end 2013 when both casinos are open to
range between 5.0 times to 5.5 times and EBITDA to interest to be
between 1.5 times to 1.9 times (unchanged from Moody's previous
publication).

ROC faces risks associated with cost-over runs and timely
completion. The project budget contemplates cash flow from the
Cleveland casino will help fund approximately $70 million of
development costs which adds to the risk profile of the project.
Moody's believes the population density and favorable demographics
of both Cleveland and Cincinnati's primary market area will enable
each casino to meet its targeted rate of return. The budget
contains an 18 month interest reserve and a $40 million
contingency (used in part for planned Cleveland land purchases,
but largely available) and a $25 million completion guaranty
(unused at this time). Additionally, ROC has obtained a $25
million first lien revolver that can be utilized to support
unexpected contingencies.

The stable rating outlook reflects Moody's expectation that ROC
has sufficient funds to complete construction and ramp-up of
Horseshoe Cleveland and Horseshoe Cincinnati and that the casinos
can earn a reasonable return on investment such that at year-end
2013 debt to EBITDA will range between 5.0 times to 5.5 times.

Ratings could be lowered if the project experiences cost over-runs
or construction delays. Ratings could also be downgraded if
Horseshoe Cleveland is unable to achieve EBITDA in 2012 of between
$60 million to $70 million.

Ratings improvement is limited at this time given the need to
complete construction and ramp-up of two full scale casinos.
However, if it appears that the Cleveland facility can generate
EBITDA above $75 million in 2012 and the Cincinnati facility is on
time and on budget, the ratings could be considered for an
upgrade.

The principal methodology used in rating ROC Finance LLC was the
Global Gaming Industry Methodology published in December 2009.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

ROC Finance, LLC is indirectly owned by Rock Ohio Caesars LLC.
Rock Ohio Caesars LLC is a joint venture between Caesars
Entertainment Corporation and Rock Ohio Ventures LLC. The
principal investor in Rock Ohio Ventures LLC is Dan Gilbert,
chairman and founder of Quicken Loans and majority owner of the
Cleveland Cavaliers NBA franchise. Through various subsidiaries,
ROC is developing two casinos located in Cleveland and Cincinnati,
Ohio. The two properties will be managed by affiliates of Caesars
and will be branded Horseshoe Cleveland and Horseshoe Cincinnati.
Horseshoe Cleveland is to be located in the first fMoody's floors
of the Higbee Building located near Quicken Loans Arena. The
casino will feature 96,000 square feet of gaming space, 2,100
slots, 65 table games, an approximate 30 table World Series of
Poker room and various restaurant venues. Horseshoe Cincinnati is
to be located in downtown Cincinnati and will feature 100,000
square feet of gaming space, 2,300 slots, 73 table games, a 31
table World Series of Poker room and various dining options.


ROCK POINTE: Status Quo on Use of DMARC Cash Until Hearing Set
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Washington
has ordered that to maintain the status quo until entry of a final
order by the Court regarding adequate protection payments is
entered, all Cash Collateral in Rock Pointe Holdings Company,
LLC's case will be used, expended and disbursed in accordance with
such practices as the Receiver and Black Realty Management, Inc.,
the Receiver's Agent, have followed from until a date has been
confirmed for the final hearing on cash collateral, in operating,
managing and leasing the Property;, provided, however, that:

  (a) The Receiver and BRMI will pay to DMARC 2006-CD2 Corporate
      Center LLC $292,000 as adequate protection payments
      commencing on Dec. 15, 2011, and on or before the 15th of
      each month thereafter pending a final hearing and order on
      adequate protection;

  (b) the Receiver and BRMI will retain all unexpended funds not
      otherwise disbursed in accordance with this Second Interim
      Order or as required pursuant to the 543 Order (referring to
      the Jan. 19, 2012 Second Interim Order Excusing Compliance
      with 11 U.S.C. Section 543) in the operational bank account;
      and

  (c) The Receiver and BRMI are directed to pay pursuant to
      11 U.S.C. Section 1930(a)(6) the U.S. Trustee's regularly
      occurring fee on a quarterly basis as an ordinary course
      expense of the Receivership case.

The Court further ordered that:

    * To the extent that any Cash Collateral should come into
      the Debtor's possession, Debtor will immediately deliver
      the same to the Receiver.

    * The Receiver and BRMI are authorized to maintain and use the
      existing pre-petition operating account at Sterling Savings
      under account No. XXXXX3078 for the receipt and disbursement
      of all prepetition and postpetition Cash Collateral.

    * DMARC is granted a postpetition security interest and lien
      in all real and personal property acquired by Debtor or the
      Receiver after the date of the Petition.

    * This Second Interim Order will remain effective until a
      final hearing on use of cash collateral and adequate
      protection payments for April 5 and 6, 2012, or further
      Court order.

DMARC claims to hold a first, valid and existing security interest
in the Debtor's property and all rents, income and revenues
related to the same.

A copy of the Second Interim Cash Collateral Order is available
for free at http://bankrupt.com/misc/rockpointe.doc80.pdf

DMARC's counsel can be reached at:

         Christine Kosydar, Esq.
         John E. Glowney, Esq.
         STOEL RIVES LLP
         900 SW 5th Avenue, Suite 2600
         Portland, OR 97204
         Tel: (503) 224-3380
         Fax: (503) 220-2480
         E-mail: cakosydar@stoel.com
                 jeglowney@stoel.com

                         About Rock Pointe

Rock Pointe Holdings Company LLC owns the Rock Pointe Corporate
Center in Spokane, Washington.  The Company filed for Chapter 11
protection (Bankr. E.D. Wash. Case No.11-05811) on Dec. 2, 2011,
halting a foreclosure effort by creditors owed more than $65
million.  Rock Pointe's commercial office complex in north Spokane
includes four buildings with more than 560,000 square feet of
space.  It was sold by its developer, Walt Worthy, to Prium Cos.
LLC, of Tacoma, in 2005.

Brett L. Wittner, Esq., at Kent & Wittner PS, represents the
Debtor.  The Debtor estimated both assets and debts of between
$50 million and $100 million.

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


ROOMSTORE INC: Court Approves BDO USA as Auditor
------------------------------------------------
RoomStore, Inc., sought and obtained approval from the U.S.
Bankruptcy Court to employ BDO USA LLP as auditor.

The compensation structure to which the Debtor and BDO agreed are:

     1. $139,000 for the audit of the Feb. 29, 2012 annual report;
     2. $25,000 for each quarterly review; and
     3. $75,000 for the audit of the emergence balance sheet.

The firm's rates are:

    Personnel                     Rates
    ---------                     -----
    Partner                      $300-$450
    Manager/Senior Manager       $175-$275
    Senior                       $145-$175
    Staff                        $110-$145

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

                       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: Receives Key European Patent on Oncology
----------------------------------------------------------
Rosetta Genomics, Ltd., received a grant from the European Patent
Office for a patent claiming the use of miR-34a for the
preparation of pharmaceuticals for treating p53-negative cancers.
The issued claims cover a core element of Rosetta Genomics'
microRNA technology in the development of cancer therapeutics
associated with p53-negative cancers.  The patent is jointly owned
with Yeda, the technology transfer company of the Weizmann
Institute of Science in Rehovot, Israel.

The p53 protein is a sequence-specific transcription factor that
functions as a major tumor suppressor in mammals.  Inactivation of
the tumor-suppressor function of p53 is one of the most frequent
genetic alterations in human cancer, and close to half of all
human tumors carry p53 gene mutations within their cells.  The
invention covered by this new patent discloses the finding that
miR-34a, which is a direct transcriptional target of p53,
possesses anti-proliferative and pro-apoptotic activities, thereby
contributing to the tumor suppressor effects of activated p53.

Overexpression of miR-34a exerts anti-proliferative effects and
promotes cell death, whereas inactivation of miR-34a attenuates
p53-mediated cell death.  Thus, miR-34a is a direct
transcriptional target of p53, which may mediate some of the
biological effects of this tumor suppressor.  Perturbation of miR-
34a expression may thus contribute to tumorigenesis.

Commenting on the clinical utility for such a potential microRNA-
based therapeutic, Moshe Oren, Department of Molecular Cell
Biology, Weizmann Institute of Science and a lead researcher of
this work, said, "p53 is a major player in many cancers, and our
new findings regarding the role of miR-34a in exerting its
effects, has major therapeutic implications.  One can envision a
therapeutic based on mimicking mir-34a, in p53-negative cancers,
thus overcoming part of the negative effects of missing this
important tumor suppressor."

Commenting on the European patent allowance, Kenneth A. Berlin,
President and Chief Executive Officer of Rosetta Genomics, said,
"We are delighted to add this European patent to our growing
worldwide intellectual property portfolio.  This patent is
important as it protects key elements of our microRNA technology
to develop treatments for a variety of cancers.  These claims
provide significant protection for our proprietary technology,
create formidable barriers to entry for any would-be competitors
and offer multiple opportunities for potential drug development
partnerships.

"Rosetta Genomics has pioneered the development of microRNA
technology.  We believe we have the earliest and broadest patents
and patent applications related to composition of matter on
microRNAs.  This provides us with the widest access to the Sanger
database, which is a key differentiating factor of our technology.
This new patent is important for protecting our global leadership
position in microRNA technology and resulting diagnostic and
therapeutic products," added Mr. Berlin.

                           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: Lexington Wants $10-Mil. Pay Order Amended
----------------------------------------------------------------
Zach Winnick at Bankruptcy Law360 reports that Lexington Insurance
Co. asked a Florida bankruptcy judge April 17 to amend his order
that it pay $10 million to settle claims against convicted Ponzi
schemer Scott Rothstein's accountants, saying ambiguities could
leave it vulnerable to double-payment in resolving claims related
to Rothstein's $1.2 billion scheme.

Law360 relates that attorneys for Lexington, the liability insurer
for accounting firm Berenfeld Spritzer Shechter & Sheer LLP, filed
a motion asking U.S. Bankruptcy Judge Raymond B. Ray to clarify
his April 9 order requiring it to pay $10 million to Razorback
Investors LLC.

                     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.


SABRA HEALTH: Moody's Upgrades CFR to 'B1'; Outlook Stable
----------------------------------------------------------
Moody's Investors Service has upgraded the senior unsecured rating
of Sabra Health Care Limited Partnership to B1 from B2 and the
corporate family rating of Sabra Health Care REIT, Inc. to B1 from
B2. The outlook is stable. The ratings upgrade reflects the
healthcare REIT's growth, improved tenant diversification, and
maintenance of sound credit metrics. The stable outlook reflects
Moody's expectation that Sabra will not experience a decline in
rents as a result of the recent cut to skilled nursing facility
(SNF) Medicare rates. Moody's also anticipates that Sabra will
continue to execute on its strategic growth and diversification,
while maintaining modest leverage.

Ratings Rationale

Moody's notes that Sabra has executed significant growth since its
November 2010 separation from Sun Healthcare Group (B1 corporate
family rating, stable). The REIT completed $212 million of
acquisitions in 2011, which reduced its tenant concentration with
Sun to 76% of revenues for 4Q11, down from 100% at the REIT's
inception. Sabra has since announced another $40 million of
transactions completed during 1Q12.

Moody's expects the REIT will remain an active acquirer and, thus,
reduce its exposure to Sun further. Sabra has sufficient capacity
to fund continued growth, with a $200 million secured credit
facility (the REIT had $42M of cash and $0 drawn on its revolver
as of 4Q11) and no significant debt maturities until 2015. Moody's
also notes that the REIT's modest leverage profile (debt plus
preferred stock comprised 45% of gross assets as of 4Q11) is an
additional credit positive supporting its rating.

Sabra's key credit challenges remain its small size, early stage
of growth, and still high tenant concentration with Sun Healthcare
Group. The REIT's asset type concentration in SNFs is also a key
credit concern as this sector is highly regulated and dependent on
government reimbursements through Medicare and Medicaid.

SNF Medicare rates were cut 11% effective 10/01/2011, which
presents substantial challenges for operators including Sun
Healthcare. Moody's believes that Sabra's lease with Sun remains
secure as it is backed by a corporate guarantee and consolidated
coverage (EBITDAR/Rent) across all of Sun's leased properties is
expected to approximate 1.5x for 2012 (based on Sun's public
guidance issued in January 2012). Although, Moody's notes that
coverage on the Sabra owned properties is lower and the
possibility of further rate cuts remains a key risk for SNF
operators and, thus, their landlords. Positively, Moody's notes
that Sabra's strong fixed charge coverage (2.9x for 4Q11) and
sound liquidity provide cushion for the REIT's cash flows amidst
the uncertain outlook.

Moody's indicated that a rating upgrade would likely reflect
increased size (gross assets closer to $1.2 billion), reduced
tenant concentration (largest tenant less than 50% of revenues),
maintenance of fixed charge coverage above 2.5x and Net
Debt/EBITDA below 6x on a sustained basis. Sound property coverage
ratios across all significant leases would also be necessary for a
ratings upgrade.

Negative rating pressure would likely result from sustained,
substantial deterioration in EBITDAR coverage ratios, fixed charge
coverage below 2.2x on a sustained basis, or material increases in
secured debt, which could create subordination and pressure on the
senior unsecured debt rating.

Moody's last rating action for Sabra Health Care REIT was on
October 15, 2010 when first-time ratings were assigned with a
stable outlook.

Sabra Health Care REIT, Inc. (Nasdaq:SBRA) is a self-managed real
estate investment trust that, through its subsidiaries, owns and
invests in real estate serving the healthcare industry. Sabra
leases properties to tenants and operators throughout 24 states in
the U.S. As of March 30, 2012, and after giving effect to Sabra's
acquisition of the Pennsylvania Subacute Portfolio, Sabra's
investment portfolio consisted of 78 skilled nursing facilities,
ten combined skilled nursing, assisted living and independent
living facilities, six assisted living facilities, two mental
health facilities, one independent living facility, one continuing
care retirement community, one acute care hospital and one
mezzanine loan investment.

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


SANOHO DEVELOPMENT: Condo Developer Files in San Fernando Valley
----------------------------------------------------------------
Sanoho Development, LLC, filed a Chapter 11 petition (Bankr.
C.D. Calif. Case No. 12-13701) in San Fernando Valley, California,
on April 20, 2012.

The Debtor, a developer of condominium buildings, disclosed assets
of $14.8 million and debts of $16.4 million as of bankruptcy
filing date.  The Debtor has $10.0 million of secured debt.

The Debtor owns (i) 14 units of a 28-unit condominium building
located at 4232 N. Satsuma Ave., North Hollywood, California,
which property is worth $5.4 million, and (ii) a condominium
building located at 11312 Huston Street, North Hollywood,
California, consisting of 14 units, which property is worth
$5.4 million.

In its schedules, the Debtor says that it has a claim, worth
$4 million, on account of a lender liability against IMH Secured
Loan Fund, LLC, and its successors.

The Debtor is represented by Jerome Bennett Friedman, Esq., at
Friedman Law Group, P.C., in Los Angeles.


SANOHO DEVELOPMENT: Case Summary & 12 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Sanoho Development, LLC
        5737 Kanan Road #317
        Agoura Hills, CA 91301

Bankruptcy Case No.: 12-13701

Chapter 11 Petition Date: April 20, 2012

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

Judge: Alan M. Ahart

Debtor's Counsel: Jerome Bennett Friedman, Esq.
                  FRIEDMAN LAW GROUP, P.C.
                  1900 Avenue of the Stars, 11th Floor
                  Los Angeles, CA 90067-4409
                  Tel: (310) 552-8210
                  Fax: (310) 733-5442
                  E-mail: jfriedman@jbflawfirm.com

Scheduled Assets: $14,821,298

Scheduled Liabilities: $16,449,596

The petition was signed by Lynn Metrow, managing member.

Debtor's List of Its 12 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Kay Beckwith                       Loan                   $150,000
27804 Rainier Road
Castaic, CA 91384

Los Angeles County Tax Collector   --                      $85,000
225 North Hill Street
Los Angeles, CA 90012

Richard Hart                       --                      $54,000
969 Edgewater Boulevard, #139
Foster City, CA 94404

Satsuma Homeowners Association     --                      $50,000

Clear Path Construction            --                      $31,000

Trust Electric dba MGA Electric    --                      $30,000

T & U Roofing                      --                       $7,400

DHS Associates                     --                       $6,000

TRE Elevator                       --                       $4,500

Majestic Ironworks                 --                       $4,000

Unique Indoor Comfort              --                       $2,000

JP Daoust                          --                         $850


SEQUENOM INC: MaterniT21 PLUS Covered Under MultiPlan Agreement
---------------------------------------------------------------
Sequenom Center for Molecular Medicine, LLC, Sequenom, Inc.'s
wholly-owned subsidiary, entered into an amendment to its MPI
Participating Ancillary Agreement with MultiPlan, Inc., dated
May 1, 2010.  The Amendment amends the MultiPlan Agreement to
provide, among other things, that Sequenom CMM's MaterniT21 PLUS
laboratory-developed test is a covered service under the MultiPlan
Agreement, subject to certain conditions.

                          About Sequenom

Sequenom, Inc. (NASDAQ: SQNM) -- http://www.sequenom.com/-- is a
life sciences company committed to improving healthcare through
revolutionary genetic analysis solutions.  Sequenom develops
innovative technology, products and diagnostic tests that target
and serve discovery and clinical research, and molecular
diagnostics markets.  The company was founded in 1994 and is
headquartered in San Diego, California.

The Company reported a net loss of $74.15 million on $55.90
million of total revenues in 2011, a net loss of $120.84 million
on $47.46 million of total revenues in 2010, and a net loss of
$71.01 million on $37.86 million of total revenues in 2009.

The Company's balance sheet at Dec. 31, 2011, showed $135.54
million in total assets, $44.16 million in total liabilities and
$91.38 million in total stockholders' equity.


SIGMA LABS: Pritchett Siler Raises Going Concern Doubt
------------------------------------------------------
Sigma Labs, Inc., filed on April 16, 2012, its annual report on
Form 10-K for the fiscal year ended Dec. 31, 2011.

Pritchett, Siler & Hardy, P.C., in Salt Lake City, Utah, expressed
substantial doubt about Sigma Labs' ability to continue as a going
concern.  The independent auditors noted that Sigma Labs was only
recently formed and has not yet achieved profitable operations.

The Company reported a net loss of $910,000 on $797,000 of
revenues for 2011, compared with a net loss of $422,000 on
$498,500 of revenues for 2010.

The Company's balance sheet at Dec. 31, 2011, showed $1.27 million
in total assets, $174,700 in total liabilities, and stockholders'
equity of $1.10 million.

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

                       http://is.gd/WmOFU0

Santa Fe, New Mexico-based Sigma Labs, Inc., specializes in the
development and commercialization of novel and unique
manufacturing and materials technologies.  Since its inception,
the Company has generated revenues primarily from consulting
services it provides to third parties.


SKINNY NUTRITIONAL: Issues Add'l 46 Million Shares to Ironridge
---------------------------------------------------------------
Skinny Nutritional Corp., on Jan. 27, 2012, filed a current report
on Form 8-K reporting that it had issued an aggregate of
65,100,000 shares of the Company's common stock, par value $0.001
per share, to Ironridge Global IV, Ltd., in settlement of
$1,255,231 in bona fide accounts payable of the Company.

As previously reported, the Initial Shares were issued pursuant to
an Order for Approval of Stipulation for Settlement of Claims
between the Company and Ironridge, in settlement of the Accounts
Payable which had been purchased by Ironridge from certain
creditors.  In addition, as previously reported, the Order
provides that for every ten million shares of the Company's Common
Stock that trade during the a defined calculation period, or if at
any time during that period a daily VWAP is below 80% of the
closing price on the day before the issuance date, the Company
will immediately issue additional shares, subject to a 9.99%
beneficial ownership limitation specified in the Order.

Accordingly, pursuant to the adjustment mechanism specified in the
Order, on April 17, 2012, the Company issued an additional
46,000,000 shares of Common Stock to Ironridge.  The Additional
Issuance was exempt from the registration requirements of the
Securities Act of 1933, as amended, pursuant to Section 3(a)(10)
thereof, as an issuance of securities in exchange for bona fide
outstanding claims, where the terms and conditions of such
issuance are approved by a court after a hearing upon the fairness
of those terms and conditions.

As previously reported, on Jan. 9, 2012, the Company's Board of
Directors approved the accelerated vesting of an aggregate of
3,575,000 options previously granted by the Company under its 2009
Equity Incentive Compensation Plan, including an aggregate of
1,500,000 options held by each of the Company's Chief Executive
Officer and Chief Financial Officer.  In addition, on that date
the Company's Board of Directors approved the issuance of a total
of 2,860,000 restricted shares of common stock to certain
employees, including the Company's Chief Executive Officer and
Chief Financial Officer, subject to the execution by the Company
and the covered employees of agreements consenting to the
cancellation of certain common stock purchase options in
consideration of the receipt of such restricted shares of common
stock.  The total number of options covered by this arrangement is
3,575,000 employee stock options which were previously granted by
the Company under its 2009 Equity Incentive Compensation Plan.
The transaction was completed as of April 17, 2012, and as of that
date, each of the Company's Chief Executive Officer and its Chief
Financial Officer received 1,200,000 restricted shares of common
stock in consideration of the surrender of 1,500,000 options.

                      About Skinny Nutritional

Bala Cynwyd, Pa.-based Skinny Nutritional Corp. (OTC BB: SKNY.OB)
-- http://www.SkinnyWater.com/-- has developed and is marketing a
line of enhanced waters, all branded with the name "Skinny Water"
that are marketed and distributed primarily to calorie and weight
conscious consumers.

The Company reported a net loss of $7.66 million in 2011, compared
with a net loss of $6.91 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $2.27 million
in total assets, $4.01 million in total liabilities, all current,
and a $1.73 million stockholders' deficit.

For 2011, Marcum LLP, in Bala Cynwyd, Pennsylvania, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
had a working capital deficiency of $3,165,596, an accumulated
deficit of $45,492,945, stockholders' deficit of $1,736,400 and no
cash on hand.  The Company had net losses of $7,665,855 and
$6,914,269 for the years ended Dec. 31, 2011, and 2010,
respectively.  Additionally, the Company is currently in arrears
under its obligation for the purchase of trademarks.  Under the
agreement, the seller of the trademarks may choose to exercise
their legal rights against the Company's assets, which includes
the trademarks.


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

Moody's current ratings on SLM Corporation are:

Long Term Corporate Family Ratings (domestic currency) ratings of
Ba1

Senior Unsecured (domestic and foreign currency) ratings of Ba1

Senior Unsecured MTN Program (domestic currency) ratings of (P)Ba1

Preferred Stock (domestic currency) ratings of Ba3 (hyb)

Preferred Stock Non-cumulative (domestic currency) ratings of Ba3
(hyb)

Senior Unsecured Shelf (domestic currency) ratings of (P)Ba1

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

Preferred Shelf (domestic currency) ratings of (P)Ba3

Preferred shelf -- PS2 (domestic currency) ratings of (P)Ba3

Commercial Paper ratings of NP

RATING RATIONALE

SLM has made progress in improving its operating performance, as
improving private student loan origination volumes, improved asset
quality, and continued operating expense containment have led to
improved core profitability. SLM has also maintained satisfactory
liquidity and financial flexibility and has made progress in
transitioning the government student loan business to a servicing-
based model from the previous FFELP lending model. On the other
hand SLM is still in the process of a long-term, significant
transition in the company's business model, as earnings and cash
flow from large legacy run-off portfolios of FFELP and private
student loans need to be replaced by income from "growth
businesses" composed of Sallie Mae Bank (ongoing private student
loan originations) and fee-based businesses including loan
servicing. This necessarily entails risks that are opaque as the
company encounters challenges to its plans.

Rating Outlook

The rating outlook is stable.

What Could Change the Rating - Up

As noted, SLM is undergoing a long-term, significant transition in
the company's business model. This necessarily entails risks that
are opaque as the company encounters challenges to its plans.
Therefore, Moody's expects that there will be limited upward
rating pressure on the company for some time. Key ratings drivers
would be sustained robust earnings contributions from growth
businesses; continued improvement of capital and cash flow
coverage metrics; improvement of unrestricted liquidity in
relation to next-24-months unsecured debt maturities; and
continued improvement of asset quality in the form of lower
delinquencies and charge-offs.

What Could Change the Rating - Down

Negative pressure on the ratings could develop if the business
model transition results in cash flow generation, and therefore
additional sources of unrestricted liquidity, that underperform
Moody's expectations and provide less robust financial flexibility
in relation to unsecured debt obligations. Additionally, if
capital and cash flow coverage metrics weaken, this could put
negative pressure on the rating.

The principal methodology used in this rating was Finance Company
Global Rating Methodology published in March 2012.


SOLYNDRA LLC: No Creditors Object to Longer Exclusivity
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that creditors of Solyndra LLC are evidently satisfied
with the progress of the Chapter 11 liquidation of the defunct
solar-panel maker that was partly financed by the U.S. government.
No one objected to an extension of the company's exclusive right
to propose a plan, allowing the bankruptcy judge in Delaware to
sign an order on April 18 pushing exclusivity out by three months
to July 2.

                        About Solyndra LLC

Founded in 2005, Solyndra LLC was a U.S. manufacturer of solar
photovoltaic solar power systems specifically designed for large
commercial and industrial rooftops and for certain shaded
agriculture applications.  The Company had 968 full time employees
and 211 temporary employees.  Solyndra has sold more than 500,000
of its panels since 2008 and generated cumulative sales of over
$250 million.

Fremont, California-based Solyndra and affiliate 360 Degree Solar
Holdings Inc. sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 11-12799) on Sept. 6, 2011.  Solyndra is at
least the third solar company to seek court protection from
creditors since August 2011.

Judge Mary F. Walrath presides over the Debtors' cases.  The
Debtors are represented by Pachulski Stang Ziehl & Jones LLP as
legal adviser.  AlixPartners LLP serves as noticing claims and
balloting agent.  Imperial Capital LLC serves as the company's
investment banker and financial adviser.  The Debtors also tapped
former Massachusetts Governor William F. Weld, now with the law
firm McDermott Will & Emery, to represent the company in
government investigations and related litigation.  BDO Consulting,
a division of BDO USA, LLP, as financial advisor and BDO Capital
Advisors, LLC, serves as investment banker for the creditors'
panel.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Solyndra LLC.  The Committee has tapped
Blank Rome LLP as counsel.

In October 2011, the Debtors hired Berkeley Research Group, LLC,
and designated R. Todd Neilson as Chief Restructuring Officer.

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

Solyndra owed secured lenders $783.8 million, including
$527.8 million to the U.S. government pursuant to a federal loan
guarantee, and held assets valued at $859 million as of the
Petition date.  The U.S. Federal Financing Bank, owned by the U.S.
Treasury Department, is the Company's biggest lender.

When they filed for Chapter 11, the Debtors pursued a two-pronged
strategy to effectuate either a sale of their business to a
"turnkey" buyer who may acquire substantially all of Solyndra's
assets or, if the Debtors were unable to identify any potential
buyers, an orderly liquidation of the assets for the benefit of
their creditors.

Solyndra did not receive acceptable offers to buy the business as
a going concern.  Two auctions late last year brought in a total
of $8 million.  A three-day auction in February generated another
$3.8 million.


SOUPMAN INC: Posts $741,100 Net Loss in Feb. 29 Quarter
-------------------------------------------------------
Soupman, Inc., filed its quarterly report on Form 10-Q, reporting
a net loss of $741,000 on $559,400 of sales for the three months
ended Feb. 29, 2012, compared with a net loss of $2.47 million on
$383,400 of sales for the three months ended Feb. 28, 2011.

The Company reported a net loss of $1.98 million on $943,310 of
sales for the six months ended Feb. 29, 2012, compared with a net
loss of $2.49 million on $383,400 of sales for the six months
ended Feb. 28, 2011.

The Company's balance sheet at Feb. 29, 2012, showed $1.30 million
in total assets, $7.18 million in total liabilities, and a
stockholders' deficit of $5.88 million.

Berman & Company, P.A., in Boca Raton, Florida, expressed
substantial doubt about Soupman's ability to continue as a going
concern, following the Company's results for the fiscal year ended
Aug. 31, 2011.  The independent auditors noted that the Company
has a net loss of $6.21 million and net cash used in operations of
$2.11 million for the year ended Aug. 31, 2011; and has a working
capital deficit of $5.47 million, and a stockholders' deficit of
$4.68 million at Aug. 31, 2011.

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

                       http://is.gd/VoC8Se

Staten Island, New York-based Soupman, Inc., currently
manufactures and sells soup to grocery chains and other outlets
and to its franchised restaurants under the brand name "The
Original Soupman".


SOUTHERN OAKS: Files Cash Collateral Budget for Q1 2012
-------------------------------------------------------
Southern Oaks of Oklahoma, LLC, has filed with the U.S. Bankruptcy
Court for the Western District of Oklahoma the cash collateral
budget for the first three months of 2012.

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

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

As reported in the Troubled Company Reporter on April 5, 2012,
Southern Oaks of Oklahoma obtained final approval from Bankruptcy
Judge Niles Jackson to use cash collateral and provide adequate
protection to secured creditors InterBank, Quail Creek Bank, and
First Enterprise Bank.

As reported by the TCR on Feb. 13, 2012, the Debtor sought the
Court's permission to use cash collateral and provide adequate
protection to secured creditors, including InterBank, formerly
known as Union Bank and Rose Rock Bank, QCB, Kirkpatrick Bank,
Suntrust Mortgage, Inc., and Onewest Bank FSB, formerly IndyMac,
as a result of loans to the Debtor.  The Debtor wanted to use the
collateral to pay expenses in accordance with a proposed three-
month budget through April 2012.  The Debtor's properties have
been mortgaged to the secured creditors.  According to papers
filed by the Debtor, Quail Creek Bank has a mortgage on 28 single
family residences, 1 duplex and 1 commercial property owned by the
Debtor.  The properties have a market value of $1,739,364.  Quail
Creek is owed part of $3,654,238, which is secured by 37 other
properties.

                        About Southern Oaks

Southern Oaks of Oklahoma, LLC, filed for Chapter 11 bankruptcy
(Bankr. W.D. Okla. Case No. 12-10356) on Jan. 31, 2012.  Judge
Niles L. Jackson presides over the case.  Ruston C. Welch, Esq.,
at Welch Law Firm P.C., serves as the Debtor's counsel.  It
scheduled $14,788,414 in assets and $15,352,022 in liabilities.
The petition was signed by Stacy Murry, manager of MBR.

Affiliates that filed separate Chapter 11 petitions are
Charlemagne of Oklahoma, LLC (Bankr. W.D. Okla. Case No. 10-13382)
on July 2, 2010; and Brookshire Place, LLC (Bankr. W.D. Okla. Case
No. 11-10717) on Feb. 23, 2011.

Southern Oaks owns a 126-unit apartment complex in south Oklahoma
City, 115 single family residences, 10 residential duplexes and 4
commercial properties in the Oklahoma City Metro area and a 100
unit apartment complex in Pryor, Oklahoma.  Southern Oaks operates
the non-apartment Properties by and through an affiliate property
management company, Houses For Rent of OKC LLC, who advertises,
leases, collects rents, pays expenses, provides equipment, labor
and materials for maintenance, repairs and make ready services.

On Jan. 12 and 27, 2012, the Debtor's ownership and operation of
the Properties was consolidated by the merger of various affiliate
entities with the Debtor being the surviving entity.  Those
entities are Southern Oaks Of Oklahoma, LLC; Quail 12, LLC; Quail
13, LLC; 1609 N.W. 47th, LLC; 2233 S.W. 29th, LLC; 400 S.W. 28th,
LLC; South Robinson, LLC; 9 on S.E. 27th, LLC; Southside 10, LLC;
QCB 08, LLC; and Prairie Village of Oklahoma, LLC.


SPX ANALYTICS: Files for Chapter 11 in Milwaukee
------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that SPX Analytics LLC, a high-frequency stock trader,
filed for Chapter 11 protection (Bankr. E.D. Wis. Case No. 12-
25297) on April 17 in Milwaukee, its hometown, saying assets and
debt are both less than $10 million.  SPX said it uses
"proprietary mathematical algorithm software" to predict movements
in stock prices. Stock positions are usually closed out by the end
of the trading day, according to court papers. Trading is done
mostly on the New York Stock Exchange and Bovespa, the Brazilian
stock exchange.  Trades are carried out through Stock USA
Execution Services Inc., which agreed to continue providing margin
credit during bankruptcy.


STARLIGHT INVESTMENTS: To Sell Modigene & WaferGen Shares
---------------------------------------------------------
Melvyn J. Carter, John A.G. Alexander and Robin H. Davis of Carter
Backer Winter LLP, in their capacity as joint liquidators of
Starlight Investments Limited (in administrative receivership and
liquidation), ask the U.S. Bankruptcy Court in Manhattan:

     (i) for authority to act on the Debtor's behalf to freely
         sell certain shares or exercise certain warrants of
         Modigene, Inc., owned by the Debtor, and freely sell
         certain shares or exercise certain warrants of WaferGen
         Bio-systems, Inc., owned by the Debtor, free and clear
         of liens or encumbrances, pursuant to 11 U.S.C. Sections
         363 and 1520, in connection with the creditors' voluntary
         liquidation of the Debtor pending in the United Kingdom;

    (ii) to permit Source Capital Group, Inc., to process the sale
         or exercise of the Stock; and

   (iii) to waive the stay of Rule 6004(h) of the Federal Rules
         of Bankruptcy Procedure with respect to the proposed sale
         or exercise of the Stock.

Modigene changed its name to PROLOR Biotech, Inc., on June 10,
2009 following approval at its annual general meeting on May 21,
2009.  On June 12, 2009, and in connection with the name change,
Modigene shares began trading on the American Stock Exchange under
the symbol PBTH.

Starlight Investments is a company registered in the England and
Wales.  On July 15, 2008, James J. (Shay) Bannon, Mark J. Shaw and
Toby S. Underwood were appointed as joint administrative receivers
of Starlight Investments by Norwich Union Mortgage Finance
Limited, pursuant to a deed of legal charge between Starlight
Investments and Norwich, dated Aug. 30, 2002.  Norwich officially
changed its name to Aviva Commercial Finance Limited by its
shareholders passing a special resolution (75% majority) pursuant
to section 28 of the Companies Act of 1985, a UK statute.  On Dec.
30, 2010, Toby S. Underwood ceased to act as an administrative
receiver of Starlight Investments, leaving James J. (Shay) Bannon
and Mark J. Shaw as the joint administrative receivers of
Starlight Investments.  The Receivership Appointment coincided
with enforcement action being taken by Norwich in relation to
Starlight Investments' group.

On April 30, 2009, Starlight Investments was placed into
creditors' voluntary liquidation by a special resolution (75%
majority) of Starlight Investments' shareholders under section
378(2) of the Companies Act and section 84(1)(b) of the Insolvency
Act of 1986, and the Petitioners were appointed as Joint
Liquidators following resolutions of the Debtor's shareholders,
under section 100 of the Insolvency Act, and of the Debtors'
creditors, under section 98 of the Insolvency Act.

The Joint Liquidators have filed a notice of appointment of
liquidator with the Registrar of Companies for England and Wales,
pursuant to section 109(1) of the Insolvency Act.

The Liquidators of Starlight Investments filed a Chapter 15
petition (Bankr. S.D.N.Y. Case No. 12-11566) on April 16, 2012,
seeking recognition of the UK Proceeding as a "foreign main
proceeding" as defined in Bankruptcy Code section 1502(4) and
seeking other necessary relief in support of the UK Proceeding.
Judge Stuart M. Bernstein presides over the Chapter 15 case.
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 US$100 million to US$500 million and debts of
US$500 million to US$1 billion.

The Stock is among the Debtor's last remaining property to be
liquidated in connection with the UK Proceeding.  The Stock
consists of 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 under the symbol PBTH and shares of
WaferGen trade publicly on the Over-the-Counter Bulletin Board
under the symbol WGBS.

As required by section 4(2) of the Securities Act of 1933, as
amended, 15 U.S.C. Sections 77a et seq., the Modigene Stock was
issued to the Debtor in a private placement transaction, pursuant
to a subscription agreement entered into between the Debtor and
Modigene, dated May 30, 2007.  The WaferGen Stock was issued to
the Debtor in a private placement transaction, also in compliance
with section 4(2) of the Securities Act, pursuant to a
subscription agreement entered into between the Debtor and
WaferGen, dated May 30, 2007.

The Stock has been held exclusively by the Debtor in the United
Kingdom since May 30, 2007.


STERLING INFOSYSTEMS: Moody's Says Acquisition No Impact on CFR
---------------------------------------------------------------
Moody's Investors Service said that Sterling Infosystems, Inc.'s
acquisition of Canadian employment screening company Checkwell
Solutions Corporation does not immediately impact Sterling's B2
Corporate Family Rating and stable rating outlook.

Sterling Infosystems, Inc. provides pre and post-employment
verification services including criminal background checks, prior
employment, and other screening services. Sterling is privately
held with approximately $205 million of pro forma annual revenue.


SYLAMORE VALLEY: Files for Chapter 9 in Batesville, Arkansas
------------------------------------------------------------
The Sylamore Valley Water Association Public Facilities Board of
Izard County, Arkansas, filed a bare-bones Chapter 9 bankruptcy
petition (Barnk. E.D. Ark. Case No. 12-bk-12309) in Batesville,
Arkansas, on April 19, 2012.

The Debtor, which claims to be a "municipality" eligible to file
under Chapter 9, estimated assets and debts of $1 million to
$10 million.

The Debtor is represented by Stephen L. Gershner, Esq., at
Davidson Law Firm, in Little Rock, Arkansas.


SYLAMORE VALLEY: Chapter 9 Case Summary
---------------------------------------
Debtor: Sylamore Valley Water Association Public Facilities Board
        of Izard County, Arkansas
        HC 72, Box 210
        Mountain View, AR 72560

Bankruptcy Case No.: 12-12309

Chapter 9 Petition Date: April 19, 2012

Court: U.S. Bankruptcy Court
       Eastern District of Arkansas (Batesville)

Debtor's Counsel: Stephen L. Gershner, Esq.
                  DAVIDSON LAW FIRM
                  P.O. Box 1300
                  Little Rock, AR 72203-1300
                  Tel: (501) 374-9977
                  E-mail: slg@dlf-ar.com

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

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

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

The petition was signed by Phil Wesson, chairman.


TAHITIAN INN: Case Summary & 17 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Tahitian Inn, LLC
        601 S. Dale Mabry Highway
        Tampa, FL 33609-3994

Bankruptcy Case No.: 12-05834

Chapter 11 Petition Date: April 18, 2012

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

Judge: Caryl E. Delano

Debtor's Counsel: Scott A. Underwood, Esq.
                  FOWLER WHITE BOGGS P.A.
                  P.O. Box 1438
                  Tampa, FL 33601
                  Tel: (813) 228-7411
                  Fax: (813) 229-8313
                  E-mail: Scott.Underwood@fowlerwhite.com

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

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

A copy of the Company's list of its 17 largest unsecured creditors
is available for free at:
http://bankrupt.com/misc/flmb12-05834.pdf

The petition was signed by Joseph C. Pupello, president of Dale
Mabry Investments, Inc., sole managing member.


TARGETED MEDICAL: EFP Rotenberg Raises Going Concern Doubt
----------------------------------------------------------
Targeted Medical Pharma, Inc. filed on April 16, 2012, its annual
report on Form 10-K for the fiscal year ended Dec. 31, 2011.

EFP Rotenberg, LLP, in Rochester, New York, expressed substantial
doubt about Targeted Medical's ability to continue as a going
concern.  The independent auditors noted that the Company has
losses for the year ended Dec. 31, 2011, totaling $4.18 million as
well as accumulated deficit amounting to $4.49 million.  "Further
the Company appears to have inadequate cash and cash equivalents
of [$147,000] as of Dec. 31, 2011, to cover projected operating
costs for the next 12 months."

The Company reported a net loss of $4.17 million on $8.81 million
of revenues for 2011, compared with net income of $3.25 million on
$7.62 million of revenues for 2010.

The Company's balance sheet at Dec. 31, 2011, showed $8.78 million
in total assets, $8.57 million in total liabilities, and
stockholders' equity of $214,305.

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

                       http://is.gd/1Za1kR

Los Angeles, Calif.-based Targeted Medical Pharma, Inc., is a
specialty pharmaceutical company that develops and sells a line of
patented prescription medical food products through a network of
distributors and directly to physicians who dispense medical foods
and other pharmaceutical products through their office practices.


TIMMINCO LIMITED: To Proceed With April 24 Auction
--------------------------------------------------
Timminco Limited and its wholly-owned subsidiary Becancour Silicon
Inc. provided an update on the Company's marketing process in
respect of the sale of its business and assets, in connection with
the proceedings commenced by the Company under the Companies'
Creditors Arrangement Act on Jan. 3, 2012 in the Ontario Superior
Court of Justice.

Timminco received a number of irrevocable and binding Phase II
Bids, which were submitted April 19 in accordance with the Bidding
Procedures.  The Company has determined, in consultation with the
Monitor, that there is more than one Qualified Phase II Bid (other
than the Stalking Horse Agreement).  Accordingly, the Company will
proceed with the Auction, which is scheduled to commence at 10:00
am on April 24, 2012, in accordance with the Bidding Procedures.

The Bidding Procedures, as well as details of the marketing
process and other information about the CCAA Proceedings are
available on the Monitor's Web site, at:
http://cfcanada.fticonsulting.com/timminco/

The Company has also received notice from the Ontario Securities
Commission that a temporary cease trade order has been issued,
prohibiting all trading in Timminco common shares, due to the
Company's failure to file certain continuous disclosure materials
in connection with its 2011 annual financial statements, which
have not been prepared.  The Company expects that the order will
become permanent following a hearing scheduled to be held on
April 30, 2012.

                          About Timminco

Timminco produces silicon metal for the chemical (silicones),
aluminum and electronics/solar industries, through its 51%-owned
production partnership with Dow Corning, known as Quebec Silicon.
Timminco is also a producer of solar grade silicon, using its
proprietary technology for purifying silicon metal, for the solar
photovoltaic energy industry, through Timminco Solar, a division
of its wholly owned subsidiary Becancour Silicon.

Timminco Limited and its wholly-owned subsidiary, Becancour
Silicon Inc. on Jan. 2, 2012, commenced proceedings under the
Companies' Creditors Arrangement Act.  Pursuant to the initial
order, FTI Consulting Canada Inc. has been appointed as monitor in
the CCAA proceedings.


TRAFFIC CONTROL: Files for Chapter 11 to Sell Assets
----------------------------------------------------
Traffic Control and Safety Corporation and six subsidiaries filed
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-11287) on
April 20, 2012.

TCSC is the largest independent provider of safety services and
products in California and Hawaii.  Formed by Marwit Capital
Partners II, L.P., in June 2007, TCSC has 430 full-time employees
and serves state and local agencies, public works organizations,
general contractors, the motion picture industry, and provide
services at special events.

Greg Grosch, CEO of the Debtors, attributed the Debtors' woes to
certain challenges, including the global recession, postponed
repairs of existing infrastructure by state and local governments,
and a decline in residential and commercial construction.  The
Debtors also blamed accounting deficiencies and inadequate
operational processes at two subsidiary Debtors.

TCSC estimated assets of up to $50 million and debts of up to
$100 million as of the Chapter 11 filing.  As of the Petition
Date, Fifth Street Finance Corp. and other lenders are owed (i)
$13.5 million under revolving loans and $5 million under a term
loan secured by a first priority security interest in the Debtors'
assets, and (ii) $36.0 million under second lien notes.  The
Debtor also owes $13.4 million under unsecured subordinated notes
issued to Fifth Street and other lenders.  The Debtors received
notices of default from the lenders in January 2012.

The largest unsecured creditors are listed as Fifth Street ($5.76
million) and Marwit Capital ($4.94 million).

                        First Day Motions

The Debtors on the Petition Date filed customary first day
motions, including proposals to (i) set rules for payment of
professionals, (ii) pay sales and use taxes and employee wages,
(iii) use cash collateral, and (iv) obtain $12.5 million of DIP
financing, of which $3 million will be available on the interim,
(iv) hire bankruptcy professionals.

The Debtors also filed a motion to commence a sale process for
substantially all assets.

Moreover, the Debtors filed a motion to assume its lease agreement
with Enterprise Rent-A-Car Company LLC.  Enterprise provides
specialized vehicles that are necessary for the Debtors'
operations.

The first day hearing is scheduled for April 23, at 1:00 p.m.
Judge Kevin J. Carey is presiding.

                        Bidding Procedures

The Debtors have filed a proposal to conduct an auction where
Statewide Holdings, Inc., an entity formed by the second lien
lenders, would be stalking horse bidder.  Under the proposal,
absent higher and better offers, the Debtors will sell
substantially all assets to the stalking horse bidder in exchange
for (i) the assumption of $18.5 million of first lien debt, (ii)
payment of all claims entitled to administrative priority under 11
U.S.C. Sec. 503(b)(9) and other claims in the aggregate of $2.5
million and (iii) payment of $500,000 in cash to fund
administrative expenses not funded by the DIP loan.  The credit
bid on account of the junior debt is $20 million and the first
lien debt, and the DIP loan obligations to be assumed by the buyer
are expected to total $26 million.

The stalking horse bidder has also agreed to (i) offer employment
to substantially all of the Debtors' employees, (ii) maintain and
assume the Debtors' liabilities under collective bargaining
agreements, and (iii) assume many of the Debtors' executory
contracts and unexpired leases.

Assets to be conveyed to the buyer include rights to avoidance or
recovery actions under the Bankruptcy Code.

The stalking horse bidder will seek reimbursement of up to
$500,000 in expenses if the sale agreement is terminated.

The Debtors say that other parties may make competitive bids
during the 90-day postpetition sale process.  Potential bidders
are required to submit initial bids in excess of $49.5 million.

Under the proposed procedures, initial bids are due July 13, 2012.
If qualified bids are received, an auction will be conducted not
later than July 17, 2012, at the offices of Young Conaway Stargatt
& Taylor, LLP, in Delaware.  The proposed rules provide that a
successful bidder and a back-up bidder will be selected at the
auction.  The Debtors are requesting a sale hearing to take place
July 26, 2012.

                      Retained Professionals

The Debtors have filed applications to employ (i) Latham & Watkins
LLP as bankruptcy counsel, (ii) Young Conaway Stargatt & Taylor
LLP as Delaware counsel,(ii) Broadway Advisors, LLC as financial
advisors, and (iii) Epiq Bankruptcy Solutions LLC as the claims
and notice agent.

                        Sec. 341 Meeting

Pursuant to Section 341 of the Bankruptcy Code, the U.S. Trustee
has scheduled a meeting of creditors to be held at 1:30 p.m. (ET),
on May 30, 2012 at J. Caleb Boggs Federal Building, 2nd Floor,
Room 2112, Wilmington, Delaware 19801.


TRAFFIC CONTROL: Case Summary & 30 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Traffic Control and Safety Corporation
        4000 Westerly Place, Suite 100
        Newport Beach, CA 92660

Bankruptcy Case No.: 12-11287

Affiliates that simultaneously filed Chapter 11 petitions:

        Debtor                        Case No.
        ------                        --------
Safety Systems, Hawaii, Inc.          12-11288
Statewide Safety & Signs, Inc.        12-11289
Traffic Solutions, Inc.               12-11290
American Barricade, Inc.              12-11292
Flash Safety Co., Inc.                12-11293
Toomey Industries, Inc.               12-11294

Chapter 11 Petition Date: April 20, 2012

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

Judge: Kevin J. Carey

Debtors'
Delaware Counsel: Kara Hammond Coyle, Esq.
                  YOUNG CONAWAY STARGATT & TAYLOR LLP
                  Rodney Square
                  1000 North King Street
                  Wilmington, DE 19801
                  Tel: (302) 571-6600
                  E-mail: bankfilings@ycst.com

                         - and ?

                  Michael R. Nestor, Esq.
                  YOUNG CONAWAY STARGATT & TAYLOR LLP
                  The Brandywine Building
                  1000 West Street, 17th Floor
                  P.O. Box 391
                  Wilmington, DE 19899
                  Tel: (302) 571-6600
                  Fax: (302) 571-1253
                  E-mail: bankfilings@ycst.com

Debtors'
Bankruptcy
Counsel:          Peter Gilhuly, Esq.
                  Ted Austin Dillman, Esq.
                  LATHAM & WATKINS
                  355 South Grand Avenue
                  Los Angeles, CA 90071-1560
                  http://www.lw.com/
                  Tel: (213) 485-1234
                  Fax: (213) 891-8763

Debtors'
Financial
Advisors:         BROADWAY ADVISORS, LLC

Debtors'
Claims/Noticing
Agent:            EPIQ BANKRUPTCY SOLUTIONS, LLC

Lead Debtor's
Estimated Assets: $10,000,001 to $50,000,000

Lead Debtor's
Estimated Debts: $50,000,001 to $100,000,000

The petition was signed by Greg Grosch, chief executive officer.

Debtors' Consolidated List of Their 30 Largest Unsecured
Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Fifth Street Capital               Lendor               $5,760,510
10 Bank Street, 12th Floor
White Plains, NY 10606

Marwit Capital                     Lendor               $4,941,024
100 Bayview Circle, Suite 550
Newport Beach, CA 92660

Cuna Mutual Life Insurance         Lendor               $1,807,693
5910 Mineral Point Road
Madison, WI 53705

SPP Capital Partners               Lendor                 $867,691
330 Madison Avenue, 28th Floor
New York, NY 10173

Structural & Steel Products        Trade                  $727,676
1320 South University Drive, Suite 701
Fort Worth, TX 76107

Guardian Fall                      Trade                  $207,439

Traffic Devices, Inc.              Trade                  $169,228

Barrier Systems Inc.               Trade                  $145,691

Sperian Fall Protect               Trade                  $105,531

Namasco Corporation                Trade                   $67,220

Flint Trading Inc.                 Trade                   $57,139

JBC Safety                         Trade                   $51,858

Graco Inc.                         Trade                   $49,563

3M Co. Szg 1992                    Trade                   $45,019

Spill Control, Inc.                Trade                   $41,063

Solar Tech Products                Trade                   $40,192

Off the Wall Products LLC          Trade                   $32,758

Bent Manufacturing                 Trade                   $29,578

Wanco Inc.                         Trade                   $21,974

Pexco, LLC ? Tacoma                Trade                   $21,932

M.L. Kishigo                       Trade                   $19,811

CDW Direct, LLC                    Trade                   $19,033

Protective Industrial Products     Trade                   $18,706

Kenco Corporation                  Trade                   $17,958

Fay Investments                    Landlord                $17,472

Tapco                              Trade                   $14,810

Zumar Industries, Inc.             Trade                   $14,714

Phoenix Pacific                    Trade                   $11,660

Takeform Architectural Graphic     Trade                   $11,639

Leeward Electric Inc.              Trade                   $11,453


TRANS ENERGY: Presented at IPAA Oil and Gas Investment Symposium
---------------------------------------------------------------
Trans Energy, Inc., on April 18, 2012, presented at the IPAA Oil
and Gas Investment Symposium at the Sheraton New York Hotel and
Towers in New York City.  Speaking on behalf of Trans Energy were
John G. Corp, president, and Stephen P. Lucado, director.

The presentation focused on the Company's development efforts in
Marcellus Shale, specifically in Marion, Marshall, Tyler and
Wetzel counties in Northern West Virginia.  The presentation
covered the following topics:

     * General information about Trans Energy, Inc.
     * Discussion of drilling results
     * Production history and future drilling plans
     * Wet gas economics
     * SEC Reserves
     * Debt financing - Credit Agreement
     * Other information

A summary of the presentation made at the IPAA Symposium is
available for free at http://is.gd/Mtcr2F

                         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.

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.


TRANSALTA CORP: Moody's Reviews '(P)Ba1' Rating for Downgrade
-------------------------------------------------------------
Moody's Investors Service placed TransAlta Corporation's ratings
under review for possible downgrade. The review follows analysis
of the December, 2011 financial statements and consideration of
the potential impact that the Sundance 1 & 2 arbitration decision
could have on TransAlta's financial metrics. TransAlta's rating
outlook was revised to negative from stable in December 2010 on
concern that TransAlta's financial profile which was weakened by
the 2009 acquisition of Canadian Hydro Developers (KHD) would not
strengthen to a level consistent with its Baa2 rating within
12-18 months.

Ratings Rationale

The review, which affects (TransAlta's) Baa2 senior unsecured,
(P)Baa2 senior unsecured shelf and (P)Ba1 preferred shelf ratings,
will assess results for the first six months and will focus on the
company's cash flow, capital expenditure and dividend expectations
for 2012 and 2013. In addition, the review will incorporate the
pending Sundance 1 & 2 arbitration decision which is expected
around mid-year.

Despite a 13% improvement in EBITDA for 2011 that largely
reflected a $102 million contribution from TransAlta's energy
trading operation, improvement in TransAlta's financial metrics
has been modest. CFO pre-WC interest coverage at 4.3x (4.2x in
2010) and CFO pre-WC to Debt of 17.9% (17.0% in 2010) did not meet
Moody's expectation of interest coverage in the high 4x range and
CFO pre-WC to Debt closer to 25%. For 2012, Moody's expectation is
that interest coverage will remain below 4.5x and CFO pre-WC to
Debt will improve but will be at the lower end of the 20-25%
range. While these expected results will continue the improving
trend and be within TransAlta's targeted range, these metrics are
more consistent with the Baa3 rating category based on Moody's
Unregulated Utilities and Power Companies methodology.

Furthermore, improving financial metrics could be compromised with
a negative outcome to the Sundance 1 & 2 arbitration. In Dec 2010,
TransAlta shut down Sundance coal-fueled units 1 & 2 and declared
force majeure as per the power purchase agreement (PPA) that runs
to 2017. Subsequently, in Feb 2011 TransAlta issued a notice of
termination for destruction, having assessed that it would not be
economically viable to repair the facility. The owner of the PPA
has disputed TransAlta's determination and, as per the PPA, the
dispute will be heard by an arbitration panel with the binding and
non-appealable decision expected mid-2012. While Moody's is not in
a position to predict the outcome, Moody's estimate is that a
negative arbitration ruling for TransAlta could cost the company
as much as $500 million and, if financed with debt, would, most
likely, negate the expected modest improvement in the company's
credit metrics for 2012.

Moody's notes that TransAlta continues to have good liquidity.
Moody's estimates that TransAlta will generate funds from
operations in 2012 of approximately $800-900 million and after
dividends and reinvestment under its dividend reinvestment and
share purchase program, capital expenditures and debt maturities,
the funding requirement will be about $300 million. At December
31, 2011, TransAlta had committed and undrawn availability of
about $930 million under credit facilities totaling about $2,040
million. Additionally, in early 2012 TransAlta enhanced its
dividend reinvestment program with the expectation that this will
significantly increase new capital raised under the program and be
a positive factor influencing the company's financial metrics.

The principal methodology used in this rating was Unregulated
Utilities and Power Companies published in August 2009.

TransAlta is a wholesale power generation and energy marketing
company headquartered in Calgary and with operations in western
Canada (57%), eastern Canada (15%), north-western USA (24%) and
Australia (4%). Producing approximately 8,400MW across 75
facilities, TransAlta's generation capacity is predominantly coal
(52%) and gas (21%) fueled , with renewable sources aggregating
about 26% of generation capacity.


TRI-VALLEY CORP: Brown Accountancy Raises Going Concern Doubt
-------------------------------------------------------------
Tri-Valley Corporation filed on April 16, 2012, its annual report
on Form 10-K for the fiscal year ended Dec. 31, 2011.

Brown Accountancy Corporation, in Bakersfield, California,
expressed substantial doubt about Tri-Valley's ability to continue
as a going concern.  The independent auditors noted that Tri-
Valley has incurred a net loss from operations for the year ended
Dec. 31, 2011, and has a retained earnings deficit as of Dec. 31,
2011.

The Company reported a net loss of $11.68 million on $2.62 million
of revenues for 2011, compared with a net loss of $8.66 million on
$1.86 million of revenues for 2010.

The Company's balance sheet at Dec. 31, 2011, showed
$18.65 million in total assets, $14.26 million in total
liabilities, and stockholders' equity of $4.39 million.

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

                       http://is.gd/95cMyT

Bakersfield, Calif.-based Tri-Valley Corporation is a crude oil
and natural gas exploitation, development and production company
engaged in locating and developing hydrocarbon resources in
California.  The Company is also engaged in early-stage
exploration of precious minerals in Alaska.




TRIBUNE CO: Bank Debt Trades at 33% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Tribune Co. is a
borrower traded in the secondary market at 67.35 cents-on-the-
dollar during the week ended Friday, April 20, 2012, an increase
of 2.13 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 300 basis points above LIBOR to borrow
under the facility.  The bank loan matures on May 17, 2014.  The
loan is one of the biggest gainers and losers among 170 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.  The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Tribune CRO Don Liebentritt said it is possible the media company
could emerge late in the third quarter of 2012.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRIMURTI INVESTMENTS: Wants to Use Rental Income in 4 Properties
----------------------------------------------------------------
Trimurti Investments Inc. filed with the Bankruptcy Court several
motions seeking authority to use cash collateral and provide
adequate protection to its prepetition lenders.  The Debtor said
it may be forced to halt operations absent cash collateral use.

The cash collateral consists of funds on hand and funds to be
received from the Debtor's collection of rents from various
commercial lease agreements.

Trimurti acquired its properties through mortgage financing with a
number of institutional lenders before the national real estate
crash in late 2008.

The Debtor said Fifth Third Bank may assert an interest in the
rents received from the tenant at the Debtor's property in
Riverwatch, in Jacksonville, Florida.  The Debtor estimates it
owes Fifth Third $8.2 million as of the petiton date.  The Debtor
said it will require the use of $62,355 of Fifth Third's
collateral to continue maintaining the Riverwatch property for the
next four weeks from the petition date.  The Debtor expects
significant rental income from the Apopka Property at the next
payment cycle in May.  The Debtor said the property will generate
roughly $142,000 in rental income that will cover expenses and
help generate a cash reserve over the four-week period.

The Debtor said BankFirst may assert an interest in the rents
received from the tenant at the Debtor's property in Apopka,
Florida.  The Debtor estimates it owes BankFIRST $1.930 million as
of the petiton date.  The Debtor said it will require the use of
$1.25 million of BankFIRST's collateral to continue maintaining
the Apopka property for the next four weeks from the petition
date.  The Debtor expects significant rental income from the
Apopka Property at the next payment cycle in May.  The property
will generate roughly $9,300 in rental income that will cover
expenses and help generate a cash reserve over the four-week
period.

According to the Debtor, Commerce National Bank & Trust may assert
an interest in the rents received from the tenant at the Debtor's
property in Metrowest Blvd., in Orlando, Florida.  The Debtor
estimates it owes CNBT $764,000 as of the petiton date.  The
Debtor said it will require the use of $2,925 of CNBT's collateral
to continue maintaining the Metrowest property for the next four
weeks from the petition date.  The Debtor expects significant
rental income from the Metrowest Property at the next payment
cycle in May.  The Metrowest property will generate roughly $6,735
in rental income that will cover expenses and help generate a cash
reserve over the four-week period.

The Debtor said the Independent Bankers Bank of Florida may assert
an interest in the rents received from the tenant at the Debtor's
property in Orange Blossom Trail, in Orlando, Florida.  The Debtor
estimates it owes IBB $4.53 million as of the petiton date.  The
Debtor said it will require the use of $1,605 of IBB's collateral
to continue maintaining the OBT property for the next four weeks
from the petition date.  The Debtor expects significant rental
income from the OBT Property at the next payment cycle in May.
The OBT property will generate roughly $31,574 in rental income
that will cover expenses and help generate a cash reserve over the
four-week period.

As a result of the 2008 crisis, nearly all of the Debtor's
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 properties and otherwise enable the business to cash flow.
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.

                    About Trimurti Investments

Orlando, Florida-based Trimurti Investments Inc. acquires,
develops and holds commercial real property located in
Jacksonville, Orlando, and Apopka.  Trimurti leases its properties
out to long-term commercial tenants.  Trimurti 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
Trimurti Investments.

Trimurti Investments filed for Chapter 11 bankruptcy (Bankr. M.D.
Fla. Case No. 12-05071) on April 17, 2012.  Justin M. Luna, Esq.,
and Christopher R. Thompson, Esq., at Latham, Shuker, Eden &
Beaudine, LLP.  In its petition, the Debtor estimated $10 million
to $50 million in assets and debts.  The petition was signed by
Suketu Patel, vice president.


TW & COMPANY: Security Guard Provider Files for Chapter 11
----------------------------------------------------------
TW & Co., a provider of security-guard services for the federal
government, filed a Chapter 11 petition (Bankr. D. Md. Case No.
12-17363) on April 18 in Greenbelt, Maryland.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the company was forced to file for Chapter 11 to
secure $1 million needed to avoid missing payroll due April 20.
Chenega Integrated Systems LLC, a subcontractor, is willing to
provide $1 million in financing to cover the April 20 payroll,
according to court papers.

Based in Lanham, Maryland, TW said that customers include the U.S.
Army and Air Force, the Department of Homeland Security and the
General Services Administration.

The Debtor disclosed assets of $7.4 million and debt of
$13 million.  Other than a $750,000 tax lien in favor of the
Internal Revenue Service, there is no secured debt, TW said in a
court filing.


TW & COMPANY: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: TW & Company, Inc.
        4355 Nicole Drive
        Lanham, MD 20706

Bankruptcy Case No.: 12-17363

Chapter 11 Petition Date: April 18, 2012

Court: U.S. Bankruptcy Court
       District of Maryland (Greenbelt)

Judge: Wendelin I. Lipp

About the Debtor: TW is a Lanham, Maryland-based provider of
                  security-guard services for the federal
                  government.

Debtor's Counsel: James Greenan, Esq.
                  MCNAMEE, HOSEA, ET. AL.
                  6411 Ivy Lane, Suite 200
                  Greenbelt, MD 20770
                  Tel: (301) 441-2420
                  E-mail: jgreenan@mhlawyers.com

Scheduled Assets: $7,368,802

Scheduled Liabilities: $12,985,324

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/mdb12-17363.pdf

The petition was signed by Tanya Walker, president.


TXU CORP: Bank Debt Trades at 47% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which TXU Corp., now
known as Energy Future Holdings Corp., is a borrower traded in the
secondary market at 53.08 cents-on-the-dollar during the week
ended Friday, April 20, 2012, a drop of 0.67 percentage points
from the previous week according to data compiled by Loan Pricing
Corp. and reported in The Wall Street Journal.  The Company pays
450 basis points above LIBOR to borrow under the facility.  The
bank loan matures on Oct. 10, 2017, and carries Moody's B2 rating
and Standard & Poor's CCC rating.  The loan is one of the biggest
gainers and losers among 170 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

                       About Energy Future

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80%-owned entity within the EFH group, is the largest regulated
transmission and distribution utility in Texas.

The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth.  EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.

The Company's balance sheet at Dec. 31, 2011, showed
$44.07 billion in total assets, $51.83 billion in total
liabilities, and a $7.75 billion total deficit.

Energy Future had a net loss of $1.91 billion on $7.04 billion of
operating revenues for the year ended Dec. 31, 2011, compared with
a net loss of $2.81 billion on $8.23 billion of operating revenues
during the prior year.

                           *     *     *

Energy Future carries 'Caa2' corporate family rating and 'Caa3'
probability of default rating from Moody's Investors Services.

Moody affirmed the ratings at the end of January 2012 and said
that EFH's Caa2 CFR and Caa3 PDR reflect a financially distressed
company with limited flexibility. EFH's capital structure is
complex and, in our opinion, untenable which calls into question
the sustainability of the business model and expected duration of
the liquidity reserves.

Moody's in January changed the rating outlook for Energy Future to
negative from stable.  The change in rating outlook to negative
from stable reflects a sustained period of low natural gas prices
which will depress EFH's cash flow generating prospects and could
result in further large goodwill impairments. Moody's also sees
declining volumes and an increase in operating costs and capital
investment needs.  These higher costs and investments are
influenced, in part, by increased regulatory requirements that
apply primarily to EFH's coal generation assets.


TXU CORP: Bank Debt Trades at 43% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which TXU Corp.,
nowknown as Energy Future Holdings Corp., is a borrower traded in
the secondary market at 56.61 cents-on-the-dollar during the week
ended Friday, April 20, 2012, a drop of 2.46 percentage points
from the previous week according to data compiled by Loan Pricing
Corp. and reported in The Wall Street Journal.  The Company pays
350 basis points above LIBOR to borrow under the facility.  The
bank loan matures on Oct. 10, 2014, and carries Standard & Poor's
CCC rating.  The loan is one of the biggest gainers and losers
among 170 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                      About Energy Future

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80%-owned entity within the EFH group, is the largest regulated
transmission and distribution utility in Texas.

The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth.  EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.

The Company's balance sheet at Dec. 31, 2011, showed
$44.07 billion in total assets, $51.83 billion in total
liabilities, and a $7.75 billion total deficit.

Energy Future had a net loss of $1.91 billion on $7.04 billion of
operating revenues for the year ended Dec. 31, 2011, compared with
a net loss of $2.81 billion on $8.23 billion of operating revenues
during the prior year.

                           *     *     *

Energy Future carries 'Caa2' corporate family rating and 'Caa3'
probability of default rating from Moody's Investors Services.

Moody affirmed the ratings at the end of January 2012 and said
that EFH's Caa2 CFR and Caa3 PDR reflect a financially distressed
company with limited flexibility. EFH's capital structure is
complex and, in our opinion, untenable which calls into question
the sustainability of the business model and expected duration of
the liquidity reserves.

Moody's in January changed the rating outlook for Energy Future to
negative from stable.  The change in rating outlook to negative
from stable reflects a sustained period of low natural gas prices
which will depress EFH's cash flow generating prospects and could
result in further large goodwill impairments. Moody's also sees
declining volumes and an increase in operating costs and capital
investment needs.  These higher costs and investments are
influenced, in part, by increased regulatory requirements that
apply primarily to EFH's coal generation assets.


UNITED BANCSHARES: McGladrey & Pullen Raises Going Concern Doubt
----------------------------------------------------------------
United Bancshares, Inc., filed on April 16, 2012, its annual
report on Form 10-K for the fiscal year ended Dec. 31, 2011.

McGladrey & Pullen, LLP, in Blue Bell, Pennsylvania, expressed
substantial doubt about United Bancshares' ability to continue as
a going concern.  The independent auditors noted that the
Company's and the Bank's regulatory capital amounts and ratios are
below the required levels stipulated with Consent Orders between
the Company and its regulators.  "Failure to meet the capital
requirements exposes the Company to regulatory sanctions that may
include restrictions on operations and growth, mandatory asset
disposition, and seizure of the Bank."

The Company reported a net loss of $1.03 million on $3.07 million
of net interest income (before provision for loan losses) for
2011, compared with a net loss of $1.23 million on $3.09 million
of net interest income (before provision for loan losses) for
2010.

The Company's balance sheet at Dec. 31, 2011, showed
$77.02 million in total assets, $71.76 million in total
liabilities, and stockholders' equity of $5.26 million.

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

                       http://is.gd/hMa3Sq

Located in Philadelphia, Pennsylvania, United Bancshares, Inc., is
an African American controlled and managed bank holding company
for United Bank of Philadelphia, a commercial bank chartered in
1992 by the Commonwealth of Pennsylvania, Department of Banking.


UNIVERSITY GENERAL: Moss Krusick Raises Going Concern Doubt
-----------------------------------------------------------
University General Health System, Inc., filed on April 16, 2012,
its annual report on Form 10-K for the fiscal year ended Dec. 31,
2011.

Moss, Krusick & Associates, LLC, in Winter Park, Florida,
expressed substantial doubt about University General's ability to
continue as a going concern.  The independent auditors noted that
the Company has suffered recurring losses and negative operating
cash flows, and has negative working capital.

The Company reported a net loss of $2.38 million on $72.51 million
of revenues for 2011, compared with a net loss of $1.71 million on
$56.13 million of revenues for 2010.

The Company's balance sheet at Dec. 31, 2011, showed
$114.67 million in total assets, $115.08 million in total
liabilities, and a stockholders' deficit of $407,469.

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

                       http://is.gd/4tPtmr

University General Health System, Inc., located in Houston, Texas,
is a diversified, integrated multi-specialty health care provider
that delivers concierge physician- and patient-oriented services.
UGHS currently operateS one hospital and two ambulatory surgical
centers in the Houston area.  It also owns a revenue management
company, a hospitality service provider and facility management
company, three senior living facilities and manages six senior
living facilities.


US FIDELIS: Settles WARN Suit for $1.4 Million
----------------------------------------------
Jamie Santo at Bankruptcy Law360 reports that a Missouri
bankruptcy court on April 18 reportedly approved a proposed
settlement between now-defunct U.S. Fidelis and the more than 500
former employees who joined in a WARN Act class action after being
let go in 2010 by the vehicle service contract provider.

The class action brought by plaintiff Sharon Szymankski claims
employees at the company's facility in Wentzville, Mo., were not
given the appropriate warning required by the Worker Adjustment
and Retraining Notification Act of 1988 before being laid off.

                         About US Fidelis

Wentzville, Missouri-based US Fidelis, Inc., was a marketer of
vehicle service contracts developed by independent and unrelated
companies.  It stopped writing new business in December 2009.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
E.D. Mo. Case No. 10-41902) on March 1, 2010.  Brian T. Fenimore,
Esq., Crystanna V. Cox, Esq., James Moloney, Esq, at Lathrop &
Gage L.C., in Kansas City, Mo.; and Laura Toledo, Esq., at Lathrop
& Gage, in Clayton, Mo., assist the Debtor in its restructuring
effort.  According to the schedules, the Company had assets of
$74,386,836, and total debts of $25,770,655 as of the petition
date.

Allison E. Graves, Esq.,  Brian Wade Hockett, Esq., and David A.
Warfield, Esq., at Thompson Coburn LLP, in St. Louis, Mo.,
represent the Official Unsecured Creditors Committee.


USEC INC: Hires Consultants to Review Organizational Structure
--------------------------------------------------------------
In light of the challenges and transitions facing USEC Inc.'s
business, the Company has initiated an internal review of its
organizational structure and engaged a management consulting firm
to support this review.  The Company expects this review will
result in a significantly smaller workforce over time.

On April 2, 2012, the Company announced the elimination of two
senior officer positions and additional actions to align the
organization with the current business are expected during 2012.
The Company believes that maintaining the skills, knowledge and
experience of the current senior management team and other key
employees will be crucial as the Company faces significant
business challenges and transitions in 2012.  As a result, on
April 13, 2012, the Compensation Committee of the Board of
Directors of USEC approved changes to the executive compensation
program for 2012 for the Company's named executive officers
identified in its proxy statemen and other executives.  These
changes are designed to keep management focused on critical short-
term goals and to provide for retention of key employees.  The
changes are also designed to maintain a similar level of total
compensation opportunity for these executives as in 2011 and not
to increase their total compensation opportunity.  The changes
are:
   
   * Revised the annual incentive program to provide that annual
     incentive performance goals for 2012 will be comprised
     entirely of individual performance measures due to the
     difficulty in establishing corporate quantitative goals for
     2012;

   * Terminated the current three-year performance-based cash
     incentive program under the Company's 2009 Equity Incentive
     Plan and replaced it with a performance-based quarterly cash
     incentive program with increased retentive features for the
     Company's named executive officers and certain other key
     employees; and

   * Reduced the target value of the restricted stock portion of
     the long-term incentive program under the Company's 2009
     Equity Incentive Plan and shifted that value to the quarterly
     cash incentive to make the annualized value of the quarterly
     cash incentive equal in value to the target annual cash
     incentive.

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

                        http://is.gd/3QX8KB

                          About USEC Inc.

Headquartered in Bethesda, Maryland, USEC Inc. (NYSE: USU) --
http://www.usec.com/-- supplies enriched uranium fuel for
commercial nuclear power plants.

The Company reported a net loss of $540.70 million in 2011,
compared with net income of $7.50 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $3.54 billion
in total assets, $2.79 billion in total liabilities and $752.40
million in total stockholders' equity.

                           *     *     *

USEC Inc. carries 'Caa1' corporate and probability of default
ratings, with "developing" outlook, from Moody's, and 'CCC+' long
term foreign issuer credit rating and 'CCC-' long term local
issuer credit rating, with outlook "developing", from Standard &
Poor's.

In May 2010, S&P said that its rating and outlook on USEC Inc. are
not affected by the announcement that Toshiba Corp. and Babcock &
Wilcox Investment Co., an affiliate of The Babcock & Wilcox Co.,
have signed a definitive investment agreement for $200 million
with USEC.


VHGI HOLDINGS: Pritchett Siler Raises Going Concern Doubt
---------------------------------------------------------
VHGI Holdings, Inc., filed on April 16, 2012, its annual report on
Form 10-K for the fiscal year ended Dec. 31, 2011.

Pritchett, Siler & Hardy, P.C., in Salt Lake City, Utah, expressed
substantial doubt about VHGI Holdings' ability to continue as a
going concern.  The independent auditors noted that the Company
has incurred substantial losses and has a working capital deficit.

The Company reported a net loss of $5.43 million on $499,600 of
revenues for 2011, compared with a net loss of $1.67 million on
$482,300 of revenues for 2010.

The Company's balance sheet at Dec. 31, 2011, showed $7.22 million
in total assets, $9.12 million in total liabilities, and a
stockholders' deficit of $1.90 million.

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

                       http://is.gd/vt4jZJ

Fort Worth, Tex.-based VHGI Holdings, Inc., is a holding company
with revenue streams from the following business segments: (a)
precious metals (b) oil and gas (c) coal and (d) medical
technology.


VIRGINIA TOOLS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Virginia Tools & Home Hardware, Inc.
          dba Fischer Hardware
        6129 Backlick Road
        Springfield, VA 22150
        FAIRFAX-VA

Bankruptcy Case No.: 12-12478

Chapter 11 Petition Date: April 18, 2012

Court: U.S. Bankruptcy Court
       Eastern District of Virginia (Alexandria)

Judge: Robert G. Mayer

Debtor's Counsel: Derek K. Prosser, Esq.
                  TYLER, BARTL, RAMSDELL & COUNTS, PLC
                  300 N. Washington Street, Suite 202
                  Alexandria, VA 22314
                  Tel: (703) 842-0538
                  E-mail: dprosser@tbrclaw.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/vaeb12-12478.pdf

The petition was signed by Roy F. Ewers, owner.


VOICE ASSIST: Mantyla McReynolds Raises Going Concern Doubt
-----------------------------------------------------------
Voice Assist, Inc., filed on April 16, 2012, its annual report on
Form 10-K for the fiscal year ended Dec. 31, 2011.

Mantyla McReynolds LLC, in Salt Lake City, Utah, expressed
substantial doubt about Voice Assist's ability to continue as a
going concern.  The independent auditors noted that the Company
has working capital deficits and has incurred losses from
operations and negative operating cash flows during the years
ended Dec. 31, 2011, and 2010.

The Company reported a net loss of $10.24 million on $872,010 of
revenues for 2011, compared with a net loss of $1.30 million on
$1.26 million of revenues for 2010.

The Company's balance sheet at Dec. 31, 2011, showed $1.09 million
in total assets, $2.92 million in total liabilities, and a
stockholders' deficit of $1.83 million.

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

                       http://is.gd/xQcFki

Lake Forest, Calif.-based Voice Assist, Inc., operates a cloud-
based speech recognition platform that supports speech recognition
based enterprise services such as Customer Relationship Management
(CRM), field force automation, as well as direct-to-enterprise
services such as virtual assistants that unify communications and
direct-to-consumer "safe driving" services that allow SMS, email,
and social media messaging through a single personal phone number.


WEST CORP: Reports $34 Million Net Income in First Quarter
----------------------------------------------------------
West Corporation reported net income of $34.04 million on $639.06
million of revenue for the three months ended March 31, 2012,
compared with net income of $34.58 million on $610.81 million of
revenue for the same period a year ago.

The Company's balance sheet at March 31, 2012, showed $3.36
billion in total assets, $4.22 billion in total liabilities and a
$853.52 million stockholders' deficit.

At March 31, 2012, the Company had cash and cash equivalents
totaling $97.9 million and working capital of $225.7 million.

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

                        http://is.gd/SzTDaB

                      About West Corporation

Founded in 1986 and headquartered in Omaha, Nebraska, West
Corporation -- http://www.west.com/-- provides outsourced
communication solutions to many of the world's largest companies,
organizations and government agencies.  West Corporation has a
team of 41,000 employees based in North America, Europe and Asia.

                         Bankruptcy Warning

In its annual report for the year ended Dec. 31, 2011, the Company
said that if it cannot make scheduled payments on its debt, it
will be in default and, as a result:

  -- its debt holders could declare all outstanding principal and
     interest to be due and payable;

  -- the lenders under its senior secured credit facilities could
     terminate their commitments to lend the Company money and
     foreclose against the assets securing the Company's
     borrowings; and

  -- it could be forced into bankruptcy or liquidation.

As of Dec. 31, 2011, the Company had a negative net worth of
$896.4 million.  The Company's negative net worth primarily
resulted from the incurrence of indebtedness to finance its
recapitalization in 2006.

                           *     *     *

West Corp. carries a 'B2' corporate rating from Moody's and 'B+'
corporate rating from Standard & Poor's.

Moody's Investors Service upgraded the ratings on West
Corporation's existing senior secured term loan to Ba3 from B1 and
the rating on $650 million of existing senior notes due 2014 to B3
from Caa1 upon the closing of its recent refinancing transactions.
Concurrently, Moody's affirmed all other credit ratings including
the B2 Corporate Family Rating and B2 Probability of Default
Rating.  The rating outlook is stable.

Standard & Poor's Ratings Services assigned Omaha, Neb.-based
business process outsourcer West Corp.'s proposed $650 million
senior unsecured notes due 2019 its 'B' issue-level rating (one
notch lower than the 'B+' corporate credit rating on the company).
The recovery rating on this debt is '5', indicating S&P's
expectation of modest (10% to 30%) recovery in the event of a
payment default.  The company will use proceeds from the proposed
transaction and some cash on the balance sheet to redeem its
$650 million 9.5% senior notes due 2014.


WILLIAM LYON: Has 321 New Home Orders for First Quarter
-------------------------------------------------------
William Lyon Homes announced preliminary new home orders, closings
and backlog information for the three months ended March 31, 2012.

New home orders for the three months ended March 31, 2012, were
321, an increase of 89% as compared to 170 for the three months
ended March 31, 2011.  This is the first quarter the Company
reported over 300 orders since the 2nd quarter of 2008.  Each of
the Company's divisions reported an increase over the previous
year, with Southern California up 20%, Northern California up 12%,
Arizona up 297% and Nevada up 186%.  The Company's cancellation
rate for the three months ended March 31, 2012 was 9%, compared to
15% for the same period a year ago.  The Company's number of new
home orders per average sales location increased to 16.9 for the
three months ended March 31, 2012, as compared to 9.0 for the
three months end March 31, 2011.

Chief Executive Officer General William Lyon commented, "With the
recapitalization now complete we have entered the spring selling
season with great momentum and are focused on executing our
business plan and delivering value to our homeowners, business
partners, and shareholders.  The spring selling season is off to a
great start and I would like to thank all of our employees for
their tireless effort in helping position our company to remain a
leader in the homebuilding industry for years to come."

President and Chief Operating Officer Bill H. Lyon commented, "We
finalized the reorganization with a cash balance 35% higher than
the disclosure statement projection, due to our efficient use of
cash and ability to continue to deliver homes to our customers
during the reorganization.  This provides us with the liquidity to
continue to reinvest in new land and to profitably grow our
business."

The average number of sales locations for the three months ended
March 31, 2012, and 2011 remained consistent at 19 locations.
"Our sales activity has significantly exceeded our business plan.
As a result of the strong activity, we are reducing incentives,
selectively increasing prices, and we now expect to open new
communities sooner than initially expected.  Furthermore, the new
capital invested in the Company through the recapitalization has
greatly strengthened the Company's balance sheet and put us in a
position to profitably grow our business and increase community
count," said Executive Vice President Matthew R. Zaist.

The number of homes closed for the three months ended March 31,
2012, increased 15% to 128 homes from 111 homes for the three
months ended March 31, 2011.  Chief Financial Officer Colin T.
Severn commented, "Our closings exceeded the disclosure statement
projection for the same period by over 30% and our orders by over
45%.  In addition, we are pleased that we were able to exceed our
projected pricing on these closings by over 30%.  We are in the
process of engaging a third party consulting firm to finalize our
fresh start accounting in conjunction with the reorganization and
look forward to providing more detailed financial results when
that process is complete."

The Company's backlog of homes sold but not closed was 332 at
March 31, 2012, an increase of 132% as compared to 143 at
March 31, 2011, and an increase of 139% as compared to 139 at
Dec. 31, 2011.  The Company's dollar amount of backlog of homes
sold but not closed as of March 31, 2012, was $79.4 million, an
increase of 46% from $54.3 million as of March 31, 2011, and an
increase of 171% as compared to $29.3 at Dec. 31, 2011.

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

                        http://is.gd/QTY9Nz

                      About William Lyon Homes

Based in Newport Beach, California, William Lyon Homes and its
subsidiaries -- http://www.lyonhomes.com/-- are primarily engaged
in designing, constructing and selling single family detached and
attached homes in California, Arizona and Nevada.

William Lyon Homes and its affiliates commenced a prepackaged
Chapter 11 reorganization (Bankr. D. Del. Lead Case No. 11-14019)
on Dec. 19, 2011.  William Lyon had been pursuing an out-of-court
restructuring since January.  The reorganization plan, announced
in November, will reduce debt on borrowed money from $510 million
to $328 million.  The Debtors intend to obtain approval of the
bankruptcy plan at a hearing beginning Feb. 10, 2012.

The Chapter 11 plan already has been accepted by 97% in amount and
93% in number of senior unsecured notes.  The Plan exchanges the
notes for equity and generates $85 million in new cash.  Holders
owed $300 million on senior unsecured notes are to exchange the
debt for $75 million in new secured notes plus 28.5% of the common
equity. The Lyon family will invest $25 million in return for 20%
of the common stock and warrants for another 9.1%.  Senior secured
lenders led by ColFin WLH Funding LLC, an affiliate of real-estate
finance and investment company Colony Financial Inc., would
receive a new $235 million 10.25% three-year secured note for
existing secured claim of at least $206 million in principal.
There will be a rights offering to buy $10 million in common stock
and $50 million in convertible preferred stock, representing 51.5%
of the new equity.  A noteholder has agreed to buy any of the
offering that isn't purchased.

The company didn't make a $7.5 million interest payment payable
Oct. 1, 2011, on $138.8 million in 10.75% senior notes due 2013.

William Lyon expects to pay its remaining creditors in full,
including vendors and other general unsecured creditors.

Judge Christopher S. Sontchi presides over the case.  Lawyers at
Pachulski Stang Ziehl & Jones LLP serve as the Debtors' counsel.
Lawyers at Irell & Manella LLP serve as their special counsel.
Alvarez & Marsal North America LLC serves as the Debtors'
financial advisors.  Kurtzman Carson Consultants, LLC, serves as
the Debtors' claims and notice agent.  The petition says assets
are $593.5 million with debt totaling $606.6 million as of
Sept. 30, 2011.

Counsel to the Backstop Investors are Matthew K. Kelsey, Esq., and
J. Eric Wise, Esq., at Gibson, Dunn & Crutcher LLP.  Counsel to
the Ad Hoc Noteholders Group are Mark Shinderman, Esq., and Neil
Wertlieb, Esq., at Milbank, Tweed, Hadley & McCloy LLP.  Delaware
Counsel to the Ad Hoc Noteholders Group is Robert J. Dehney, Esq.,
at Morris, Nichols, Arsht & Tunnell LLP.  The Prepetition Agent
and the Prepetition Secured Lenders are represented by David P.
Simonds, Esq., at Akin Gump Strauss Hauer & Feld LLP and David
Stratton, Esq., at Pepper Hamilton LLP.  The Prepetition Lenders
also have hired FTI Consulting Inc. as advisors.

No creditors committee has yet been appointed by the Office of the
U.S. Trustee.

William Lyon Homes emerged from its voluntary pre-packaged chapter
11 reorganization with the effectiveness of its plan of
reorganization having occurred on February 25.  The U.S.
Bankruptcy Court confirmed the Company's pre-packaged plan of
reorganization on February 10th, just 53 days after its plan and
related petitions were filed.

As reported by the TCR on April 9, 2012, Standard & Poor's Ratings
Services withdrew its 'D' corporate credit rating on William Lyon
Homes.  "We withdrew our ratings on William Lyon and its rated
debt after the company emerged from bankruptcy and exchanged
previously rated securities for new, unrated secured notes and
equity," said credit analyst Matthew Lynam.


ZHONG WEN: Bongiovanni & Associates Raises Going Concern Doubt
--------------------------------------------------------------
Zhong Wen International Holding Co, Ltd., filed on April 16, 2012,
its annual report on Form 10-K for the fiscal year ended Dec. 31,
2011.

Bongiovanni & Associates, CPA's, in Cornelius, North Carolina,
expressed substantial doubt about Zhong Wen's ability to continue
as a going concern.  The independent auditors noted that the
Company has suffered losses from operations and has a net capital
deficiency as of Dec. 31, 2011.

The Company reported a net loss of $27,200 on $314,000 of revenue
for 2011, compared with a net loss of $130,000 on $54,200 of
revenue for 2010.

The Company's balance sheet at Dec. 31, 2011, showed $1.42 million
in total assets, $1.54 million in total liabilities, and a
stockholders' deficit of $117,500.

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

                       http://is.gd/2S9Kjq

Located in Qingzhou, Shandong, People's Republic of China, Zhong
Wen International Holding Co., Ltd., is in the business of
equipment products procurement for the construction industry, and
project consultation for construction projects.


* Posner Discusses Psuedo-Conflict Among Circuit Courts
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. Circuit Judge Richard A. Posner in Chicago laid
out a judicial philosophy about pseudo-conflicts among the circuit
courts in a case with facts seldom seen in bankruptcy court.

According to the report, the case involved a man given a life
sentence for almost killing his ex-wife.  Judge Posner began the
opinion by explaining how "after beating her with a baseball bat
he sealed her in a garbage can filled with snow and left it (and
therefore her) in an unheated storage facility, causing severe
frost-bite."  After the man filed for bankruptcy, a $3.4 million
judgment from state court was ruled not discharged in his
bankruptcy. The imprisoned former husband appealed and lost in
Judge Posner's April 18 opinion.

Mr. Rochelle relates that Judge Posner reflected on how the
federal circuit courts "are all over the lot in defining" what
constitutes debt for a willful and malicious injury not discharged
under Section 523(a)(6) of the Bankruptcy Code.  Surveying the
varying verbal formulations from the appeals courts, Judge Posner
said it was a "pseudo-conflict among the circuits" where
"different legal definitions of the same statutory language
probably don't generate different outcomes."

"Each circuit seems content to go its own way, without attempting
to reconcile its verbal formulas with those of the other
circuits," Judge Posner said, according to the report.
Synthesizing the varying rules, Judge Posner said that "all courts
would agree" that a willful and malicious injury "is one that the
injurer inflicted knowing he had no legal justification and either
desiring to inflict the injury or knowing it was highly likely to
result."

Judge Posner, the report continues, ruled that the entire state-
court judgment remained valid regardless of bankruptcy, including
awards for punitive damages and loss of consortium because they
were "derivative from the injury that the debtor committed
intentionally."  He ended the opinion reflecting on how bankruptcy
is intended to give a fresh start to an honest debtor.  "An honest
but unfortunate debtor Larsen is not," Judge Posner said.

The case is Nicolai v. Larsen, 11-1256, U.S. Court of Appeals for
the Seventh Circuit (Chicago).


* Sheriff Isn't Required to Check Bankruptcy Filings
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. District Judge Virginia M. Kendall in Chicago
ruled on April 16 that if a sheriff evicts someone who filed
bankruptcy, the sheriff is protected from a lawsuit for damages by
the state's sovereign immunity under the 11th Amendment to the
Constitution.  The case is Giljen v. Dart, 11-5581, U.S. District
Court, Northern District of Illinois (Chicago).


* New Jersey Bank Hikes Year's Failures to 17
---------------------------------------------
Fort Lee Federal Savings Bank, FSB, Fort Lee, New Jersey, was
closed Friday by the Office of the Comptroller of the Currency,
which appointed the Federal Deposit Insurance Corporation as
receiver.  To protect the depositors, the FDIC entered into a
purchase and assumption agreement with Alma Bank, Astoria, New
York, to assume all of the deposits of Fort Lee Federal Savings
Bank, FSB.

As of December 31, 2011, Fort Lee Federal Savings Bank, FSB had
approximately $51.9 million in total assets and $50.7 million in
total deposits.  Alma Bank will pay the FDIC a premium of 1.85
percent to assume all of the deposits of Fort Lee Federal Savings
Bank, FSB.  In addition to assuming all of the deposits of the
failed bank, Alma Bank agreed to purchase approximately $15.7
million of the failed bank's assets. The FDIC will retain the
remaining assets for later disposition.

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $14.0 million. Compared to other alternatives, Alma
Bank's acquisition was the least costly resolution for the FDIC's
DIF.

Fort Lee Federal Savings Bank, FSB is the seventeenth FDIC-insured
institution to fail in the nation this year, and the first in New
Jersey. The last FDIC-insured institution closed in the state was
First State Bank, Cranford, on October 14, 2011.

                      2012 Failed Banks List

The FDIC was appointed as receiver for the closed banks.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with various banks that agreed to assume the
deposits of most of the closed banks.  The FDIC also entered into
loss-share transactions on assets bought by the banks.

For this year, the failed banks are:

                                Loss-Share
                                Transaction Party    FDIC Cost
                   Assets of    Bank That Assumed    to Insurance
                   Closed Bank  Deposits & Bought    Fund
  Closed Bank      (millions)   Certain Assets       (millions)
  -----------      -----------  -----------------    ------------
Fort Lee Federal         $51.9  Alma Bank                 $14.0

Fidelity Bank           $818.2  The Huntington Nat'l      $92.8
Covenant Bank            $95.7  Stearns Bank, N.A.        $31.5
Premier Bank            $268.7  Int'l Bank of Chi.        $64.1
Covenant Bank            $95.7  Stearns Bank, N.A.        $31.5
New City Bank            $71.2  [No Acquirer]             $17.4
Global Commerce Bank    $143.7  Metro City Bank           $17.9
Home Savings of Amer.   $434.1  [No Acquirer]             $38.8
Central Bank of Georgia $278.9  Ameris Bank               $67.5
Charter National Bank    $93.9  Barrington Bank           $17.4
SCB Bank                $182.6  First Merchants Bank      $33.9
Tennessee Commerce    $1,185.0  Republic Bank & Trust    $416.8
First Guaranty Bank     $377.9  CenterState Bank          $82.0
BankEast                $272.6  U.S. Bank N.A.            $75.6
Patriot Bank            $111.3  First Resource Bank       $32.6
The First State Bank    $416.8  Hamilton State Bank      $416.8
Central Florida          $79.1  CenterState Bank          $24.4
American Eagle           $19.6  Capital Bank, N.A.         $3.2

In 2011 there were 92 failed banks, compared with 157 in 2010, 140
in 2009 and just 25 for 2008.

A complete list of banks that failed since 2000 is available at:

http://www.fdic.gov/bank/individual/failed/banklist.html

                    813 Banks in Problem List

The FDIC's Quarterly Banking Profile for Dec. 31, 2011, says that
The number of institutions on the FDIC's "Problem List" declined
from 844 to 813 during the quarter, and total assets of "problem"
institutions fell from $339 billion to $319.4 billion.  The number
of institutions in the "problem list" has decreased for the third
consecutive quarter.

The FDIC defines "problem" institutions as those with financial,
operational or managerial weaknesses that threaten their
viability.

The deposit insurance fund, which protects customer holdings up to
$250,000 per account in the event of a failure, saw its balance
increase in the fourth quarter to $9.2 billion (unaudited) from
$7.8 billion in the third quarter, the eighth consecutive
quarterly increase.

               Problem Institutions        Failed Institutions
               --------------------        -------------------
Year           Number  Assets (Mil)        Number Assets (Mil)
----           ------  ------------        ------ ------------
2011              813      $319,432          92        $34,923
2010              884      $390,017         157        $92,085
2009              702      $402,800         140       $169,700
2008              252      $159,405          25       $371,945
2007               76       $22,189           3         $2,615
2006               50        $8,265           0             $0
2005               52        $6,607           0             $0
2004               80       $28,250           4           $170

Federal regulators assign a composite rating to each financial
institution, based upon an evaluation of financial and operational
criteria.  The rating is based on a scale of 1 to 5 in ascending
order of supervisory concern.  "Problem" institutions are those
institutions with financial, operational, or managerial weaknesses
that threaten their continued financial viability. Depending upon
the degree of risk and supervisory concern, they are rated either
a "4" or "5."  The number and assets of "problem" institutions are
based on FDIC composite ratings.  Prior to March 31, 2008, for
institutions whose primary federal regulator was the OTS, the OTS
composite rating was used.


* S&P Global Default Tally at 28 as of April 19
-----------------------------------------------
Two rating actions pushed Standard & Poor's 2012 global corporate
default tally to 28 issuers, said an article published April 19 by
Standard & Poor's Global Fixed Income Research, titled "Global
Corporate Default Update (April 12 - 18, 2012)."

On April 12, 2012, Standard & Poor's Ratings Services lowered its
ratings on Dallas-based Reddy Ice Holdings Inc. to 'D', after the
company announced that it has voluntarily filed for relief under
Chapter 11 of the U.S. Bankruptcy Code and has secured commitments
for $70 million in debtor-in-possession financing from Macquarie
Bank Ltd.

On April 18, 2012, Standard & Poor's lowered its long- and short-
term issuer credit ratings on Residential Capital LLC (ResCap) to
'SD' (selective default). ResCap, the troubled mortgage subsidiary
of Ally Financial Inc., failed to make a scheduled interest
payment on its senior unsecured notes, which will mature in April
2013, opting instead to use the 30-day grace period that the
debt's indenture allows.

Of the total defaulters this year, 18 were based in the U.S., five
in the emerging markets, three in Europe, and two in the other
developed region (Australia, Canada, Japan, and New Zealand).  In
comparison, last year, only 11 issuers--six based in the U.S., two
in New Zealand, one in Europe, one in Canada, and one in the
emerging markets--defaulted during the same period (through April
18).

"So far this year, missed payments accounted for 11 defaults,
bankruptcy filings accounted for six, distressed exchanges were
responsible for four, and four defaulters were confidential," said
Diane Vazza, head of Standard & Poor's Global Fixed Income
Research. "Of the remaining defaults, one was the result of a
notice of acceleration by the issuer's lender, one was due to the
company's placement under regulatory supervision, and the last was
due to a judicial organization filing."


* Moody's Says E&S Insurers Challenged by 2011 Catastrophe Losses
-----------------------------------------------------------------
Pure-play excess and surplus lines (E&S) insurers' product
innovation, underwriting discipline and risk-management practices
have helped them navigate the property and casualty cycle while
maintaining good profitability and strong balance sheets, Moody's
Investors Service says in a new report. Nevertheless, the sector
faces challenges from high catastrophe exposures and low interest
rates.

"Collectively E&S companies reported an underwriting loss in 2011
due to the high level of catastrophes," says Moody's analyst and
author of the report Enrico Leo in reference to last year's
earthquakes, tsunami, floods and severe storms. In light of their
exposure and risk management prioritization, E&S insurers have
responded by raising rates, tightening underwriting standards,
purchasing additional reinsurance, and in some cases reducing line
sizes.

But E&S pricing is stabilizing and beginning to improve in some
business lines, Leo says, particularly for catastrophe-exposed
property risks. Companies' limited appetite for retaining risks at
inadequate rates and strong underwriting discipline have served
them well over time, he says. "As pricing gains traction and
standard carriers shed poorly performing accounts, E&S insurers'
revenue and profitability metrics will improve, notwithstanding
significant competition, low interest rates and still-difficult
economic conditions."

Given current challenges, E&S insurers are expected to continue to
generate top-line growth through product innovation and
development, with new products launched over the past few years
including cyber liability coverage, environmental liability and
renewable energy liability. At the same time, low stock valuations
will limit M&A activity.

Business combinations in the wholesale broker distribution channel
are expected to affect E&S companies' revenue, as the leading
wholesalers can provide meaningful business volumes. Expense
ratios are generally higher for E&S carriers than they are for
standard property and casualty insurers in part because E&S
carriers use wholesale distribution channels, though their loss
ratios have tended to be lower over time.

New regulations in some states are negatively affecting E&S
insurers, however. In the past two years fMoody's states have
passed laws that define construction defects as commercial general
liabilities. "Such laws affect the freedom of policy form
traditionally enjoyed by E&S companies," Mr. Leo says, "and the
recent change in law could open up existing policies to
potentially larger claims."

The report is titled "U.S. Excess and Surplus Lines Insurance:
Sector Profile".


* Moody's Says Pharma Sector on Neg. Outlook Over Patent Cliffs
---------------------------------------------------------------
The outlook for the global pharmaceutical industry remains
negative as any potential revenue over the next 12-18 months is
likely to be offset by losses from the upcoming expiries of major
patents (known as 'the patent cliff'), according to a new industry
report by Moody's Investors Service.

Moody's expects a number of rated players' earnings to shrink as
newly launched drugs and other growth areas (such as consumer
healthcare and generics) will not be sufficient to offset the
financial losses from patent expiries. The rating agency
anticipates that Eli Lilly and Company (A2 stable), Bristol-Myers
Squibb (A2 stable) and AstraZeneca (A1 stable) will see the
largest decline in revenues and profits because these companies
have the steepest patent cliffs and are expected to only mitigate
the related impact to a limited extent.

The new report is entitled "Global Pharmaceutical Industry:
Outlook remains negative as patent cliff pressures are set to peak
in 2012 ".

As a result of the upcoming patent cliff, Moody's projects that
the aggregate EBITDA of rated branded pharmaceutical companies
will decline by around 2%-3% in 2012. The rating agency expects
the negative pressure on earnings to bottom out in 2012 and that
the industry will return to positive earnings' growth in 2013.

AstraZeneca, Novartis AG (Aa2 negative) and Takeda Pharmaceutical
Company Limited (Aa3 stable) have stepped up cost-cutting
initiatives in response to the approaching patent cliff or to
extract synergies following an M&A transaction notes Moody's.

Moodys's also expects healthcare reforms globally to result in a
negative sales impact in the low-to-mid-single digit percentages
in 2012, but most companies will be able to offset these losses
through cost-cutting initiatives and diversification into more
dynamic emerging markets.

In contrast, Moody's outlook for rated generic companies -- Mylan
Inc. (Ba2 stable), Teva Pharmaceutical Industries Ltd (A3 stable)
and Watson Pharmaceuticals, Inc. (Baa3 positive) -- is more
positive than for most branded drug companies, as they stand to
benefit from the market opportunities presented by the upcoming
patent cliff on large-selling drugs.

Moody's expects biosimilars (copies of biotech drugs) to present a
growth opportunity for the generic industry post 2015, with the US
Food and Drug Administration making progress towards the
implementation of a regulatory pathway for biosimilars. In Europe,
the European Medicines Agency is expected to issue final
guidelines for biosimilars containing monoclonal antibodies, which
are more complex biotech drugs, but also some of the largest-
selling.


* Moskowitz Among Law360's Top Bankruptcy Attorneys Under 40
------------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that whether helping to
stave off liquidation for debtors like Frontier Airlines Inc. or
guiding financial giants through the bankruptcy fallout from
leveraged buyouts gone wrong, Davis Polk & Wardwell LLP's Elliot
Moskowitz has proven to be a deft negotiator with polished
litigation skills, earning him a spot among Law360's top
bankruptcy attorneys under 40.

According to Law360, Mr. Moskowitz, 36, a 2001 graduate of
Columbia Law School, has spent his entire career with Davis Polk,
paying big dividends in the firm's bread-and-butter bankruptcy
practice representing major financial institutions.


* Senate Passes Bill to Head Off Shortage of Bankruptcy Judges
--------------------------------------------------------------
Jacqueline Palank at Dow Jones' Daily Bankruptcy Review reports
that a bipartisan bill that aims to head off a widespread shortage
of bankruptcy judges by extending nearly 30 temporary judgeships
passed the Senate and could go before President Barack Obama soon,
the bill's sponsor said.


* BOND PRICING -- For Week From April 16 to 20, 2012
----------------------------------------------------

  Company           Coupon   Maturity  Bid Price
  -------           ------   --------  ---------
AMBAC INC            9.375   8/1/2011  16.250
AMBAC INC            9.500  2/15/2021  17.250
AMBAC INC            7.500   5/1/2023  17.001
AMBAC INC            6.150   2/7/2087   0.250
AES EASTERN ENER     9.000   1/2/2017  24.000
AGY HOLDING COR     11.000 11/15/2014  36.000
AHERN RENTALS        9.250  8/15/2013  61.250
ALION SCIENCE       10.250   2/1/2015  49.500
AMER GENL FIN        5.200  5/15/2012  97.000
AMR CORP             9.000   8/1/2012  42.000
AM AIRLN PT TRST    10.180   1/2/2013  67.000
AM AIRLN PT TRST     9.730  9/29/2014  30.750
AMR CORP             6.250 10/15/2014  49.500
AM AIRLN PT TRST     7.379  5/23/2016  31.000
A123 SYSTEMS INC     3.750  4/15/2016  30.250
MAINST-CALL05/12     8.900  12/1/2027 100.750
BROADVIEW NETWRK    11.375   9/1/2012  85.800
BLOCKBUSTER INC     11.750  10/1/2014   1.688
C-CALL05/12          5.700  5/15/2024 100.700
CHRCH CAP FNDING     6.600  5/15/2013  25.000
DELTA AIR 1992B1     9.375  9/11/2017  26.625
DELTA AIR 1993A1     9.875  4/30/2049  19.260
DIRECTBUY HLDG      12.000   2/1/2017  16.875
DIRECTBUY HLDG      12.000   2/1/2017  23.000
DUNE ENERGY INC     10.500   6/1/2012  93.500
EASTMAN KODAK CO     7.250 11/15/2013  30.250
EASTMAN KODAK CO     7.000   4/1/2017  31.000
EASTMAN KODAK CO     9.950   7/1/2018  27.251
ENERGY CONVERS       3.000  6/15/2013  48.000
EVERGREEN SOLAR     13.000  4/15/2015  50.000
FIRST METRO          6.900  1/15/2019  15.000
GLB AVTN HLDG IN    14.000  8/15/2013  32.500
GMX RESOURCES        5.000   2/1/2013  73.936
GMX RESOURCES        5.000   2/1/2013  77.000
GLOBALSTAR INC       5.750   4/1/2028  55.500
HAWKER BEECHCRAF     8.500   4/1/2015  15.200
HAWKER BEECHCRAF     8.875   4/1/2015  12.000
HAWKER BEECHCRAF     9.750   4/1/2017   3.000
HOS-CALL04/12        6.125  12/1/2014 100.650
JBPOIN-CALL05/12     8.750  3/15/2014 100.000
KV PHARM            12.000  3/15/2015  55.000
QUICKSILVER RES      1.875  11/1/2024  97.703
LEHMAN BROS HLDG     0.250   9/6/2012  22.000
LEHMAN BROS HLDG     1.000   9/7/2012  22.000
LEHMAN BROS HLDG     0.250  12/8/2012  22.000
LEHMAN BROS HLDG     0.250  12/8/2012  22.000
LEHMAN BROS HLDG     1.000  12/9/2012  22.000
LEHMAN BROS HLDG     1.500  3/29/2013  22.000
LEHMAN BROS HLDG     1.000 10/17/2013  22.000
LEHMAN BROS HLDG     0.250 12/12/2013  22.000
LEHMAN BROS HLDG     0.250  1/26/2014  22.000
LEHMAN BROS HLDG     1.250   2/6/2014  22.000
LEHMAN BROS HLDG     1.000  3/29/2014  22.000
LEHMAN BROS HLDG     1.000  8/17/2014  22.000
LEHMAN BROS HLDG     1.000  8/17/2014  22.000
LEHMAN BROS INC      7.500   8/1/2026  10.250
LIFECARE HOLDING     9.250  8/15/2013  68.936
MASHANTUCKET PEQ     8.500 11/15/2015  10.300
MF GLOBAL LTD        9.000  6/20/2038  37.250
MANNKIND CORP        3.750 12/15/2013  54.500
NETWORK EQUIPMNT     7.250  5/15/2014  40.000
PMI GROUP INC        6.000  9/15/2016  21.901
PMI CAPITAL I        8.309   2/1/2027   0.500
PENSON WORLDWIDE     8.000   6/1/2014  32.142
POWERWAVE TECH       3.875  10/1/2027  33.458
POWERWAVE TECH       3.875  10/1/2027  31.500
REDDY ICE HLDNGS    10.500  11/1/2012  56.000
REDDY ICE CORP      13.250  11/1/2015  29.000
REAL MEX RESTAUR    14.000   1/1/2013  46.000
RESIDENTIAL CAP      6.500  4/17/2013  33.500
RESIDENTIAL CAP      6.875  6/30/2015  47.470
THORNBURG MTG        8.000  5/15/2013   6.000
TOUSA INC            9.000   7/1/2010  20.000
TOUSA INC            9.000   7/1/2010  21.000
TRAVELPORT LLC      11.875   9/1/2016  32.500
TRAVELPORT LLC      11.875   9/1/2016  33.000
TIMES MIRROR CO      7.250   3/1/2013  40.000
TRIBUNE CO           5.250  8/15/2015  35.750
TRICO MARINE         3.000  1/15/2027   0.750
TRICO MARINE         3.000  1/15/2027   0.031
TERRESTAR NETWOR     6.500  6/15/2014  10.000
TEXAS COMP/TCEH      7.000  3/15/2013  15.000
TEXAS COMP/TCEH     10.250  11/1/2015  21.250
TEXAS COMP/TCEH     10.250  11/1/2015  20.875
TEXAS COMP/TCEH     10.250  11/1/2015  21.500
TEXAS COMP/TCEH     15.000   4/1/2021  30.000
USEC INC             3.000  10/1/2014  40.500
VENTURE HLDGS       11.000   6/1/2007   4.750
VENTURE HLDGS       12.000   6/1/2009   5.000
VERSO PAPER         11.500   7/1/2014 106.000
WESTERN EXPRESS     12.500  4/15/2015  56.000



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2012.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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