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         T R O U B L E D   C O M P A N Y   R E P O R T E R

              Tuesday, May 22, 2012, Vol. 16, No. 141

                            Headlines

ADELPHIA COMMS: Key Bank, HSBC Get Hockey Loan Claims Nixed
AIRTOUCH COMMUNICATIONS: Incurs $2.1-Mil. Net Loss in 1st Qtr.
ALCOA INC: Moody's Issues Summary Credit Opinion
ALIXPARTNERS LLP: S&P Cuts Corp. Credit Rating to 'B+'; Off Watch
ALLIED NEVADA: S&P Assigns Preliminary 'B' Corp. Credit Rating

ALLIED SYSTEMS: Faces Involuntary Ch. 11 Over $53MM Loan Default
ALLIED SYSTEMS: Involuntary Chapter 11 Case Summary
ALLY FINANCIAL: S&P Affirms 'B+' Counterparty Credit Rating
AMERICAN AIRLINES: Has $807 Million Loss in March
AMERICAN ROCK: Moody's Lowers CFR to 'B3'; Outlook Negative

AMERIGROUP CORP: Moody's Upgrades Senior Debt Rating to 'Ba2'
APPLETON PAPERS: Inks $675-Mil. Business Combination with Hicks
ARCAPITA BANK: Wants to Employ King & Spalding as Special Counsel
ARCAPITA BANK: Hiring Mourant Ozannes as Cayman Islands Counsel
ARNOLD HOLDINGS: Case Summary & 7 Largest Unsecured Creditors

ARROWHEAD COMMERCE: Voluntary Chapter 11 Case Summary
B & T OLSON: Can Use Lease Income to Pay Expenses Thru June 22
B & T OLSON: Has Conditional Approval of Bush Strout Employment
B & T OLSON: Sec. 341 Creditors' Meeting Set for May 30
B GREEN INNOVATIONS: Incurs $15,500 Net Loss in First Quarter

BORIS PROPERTIES: Voluntary Chapter 11 Case Summary
BOTTLED WATER: Case Summary & 20 Largest Unsecured Creditors
BOYD GAMING: S&P Puts 'B' Rating on 9.125% Notes on Watch Negative
BRIGHT HORIZONS: Moody's Affirms 'B2' Corp. Family Rating
BRIGHT HORIZONS: S&P Gives 'BB-' Rating on $85-Mil. Term Loan

BROADVIEW NETWORKS: Incurs $5.3 Million Net Loss in First Quarter
BROADWAY FINANCIAL: Incurs $60,000 Net Loss in First Quarter
CAPITOL CITY: Reports $148,000 Net Income in First Quarter
CAPTAIN PROPERTIES: Voluntary Chapter 11 Case Summary
CARROLS RESTAURANT: S&P Rates Corp. Credit 'B-'; Outlook Stable

CHESAPEAKE ENERGY: Aggressive Spending Cues Fitch to Lower Ratings
CHESAPEAKE ENERGY: S&P Rates $4-Bil. Sr. Unsecured Term Loan 'BB-'
CHINA EXECUTIVE: Incurs $497,000 Net Loss in First Quarter
CINTEL CORP: Delays Form 10-Q for First Quarter
CHRISTIAN BROTHERS: Sells Property, Seeks Longer Exclusivity

CIRCUS AND ELDORADO: To File Capital Research-Backed Plan Shortly
CIRCUS AND ELDORADO: Case Summary & 20 Largest Unsecured Creditors
CIRCUS AND ELDORADO: Moody's Withdraws 'Ca' CFR & 'D' PDR
CITIGROUP INC: Moody's Issues Summary Credit Opinion
CLAIRE'S STORES: Sees $341 Million Net Sales in First Quarter

CLIFF STREET: Voluntary Chapter 11 Case Summary
COACH AMERICA: Stagecoach's Megabus to Buy 9 Operations
COALINGA REDEVELOPMENT: S&P Affirms 'BB' Rating on 2009 TABs
CONLEY HOLDINGS: Case Summary & 20 Largest Unsecured Creditors
DEWEY & LEBOEUF: Prepares for Possible Bankruptcy

DIPPIN' DOTS: Fischer Closes $12.7 Million Acquisition
DVS SHOE: Files for Chapter 11 in Santa Ana
DVS SHOE: Case Summary & 20 Largest Unsecured Creditors
EASTBRIDGE INVESTMENT: Incurs $244,000 Net Loss in 1st Quarter
EASTMAN KODAK: Court OKs New Provisions in Insurance Policies

EASTMAN KODAK: Court OKs Deals With OnPoint, Hitchcok
EASTMAN KODAK: Court Approves Dell Products Set-Off
EASTMAN KODAK: Miller's Drops Plea to Hold Payments
EAT AT JOE'S: Reports $22,000 Net Income in First Quarter
EDGEN MURRAY: S&P Raises Corp. Credit Rating to 'B'; on Watch Pos

EDIETS.COM INC: Files Form 10-Q, Incurs $1.1MM Net Loss in Q1
EDWARDS GROUP: Moody's Upgrades CFR to 'B1'; Outlook Stable
EGPI FIRECREEK: Delays First Quarter Form 10-Q to Complete Review
ELEGANT DESSERT: Files for Chapter 11 Bankruptcy Protection
ENVISION SOLAR: Incurs $984,000 Net Loss in First Quarter

EVERETT ASSOCIATES: Ambiguous Plan Term Provides Deferred Payments
EVERGREEN DEVELOPMENT: Involuntary Chapter 11 Case Summary
FERRO CORP: S&P Cuts Corp. Credit Rating to 'BB-'; Outlook Stable
FNBH BANCORP: Reports $45,992 Net Income in First Quarter
FRONTIER COMMUNICATIONS: S&P Gives 'BB' Rating on $500M Sr. Notes

FSJ LLC: Meeting to Form Creditors' Panel on May 31
FUEL DOCTOR: Delays Form 10-Q for First Quarter
G-I HOLDINGS: Housing Agency's PD Claims Not Limited to VAT
GAVILON GROUP: S&P Affirms 'BB' Corp. Credit Rating; Outlook Neg
GENERAL MOTORS: Aurelius Directed to Produce E-mails

GLOBAL BRASS: S&P Rates New $375MM Senior Secured Notes 'B'
GRAPHIC PACKAGING: Fitch Lifts and Withdraws Issuer Default Rating
GREEN ENERGY: Incurs $535,000 Net Loss in First Quarter
GUANGZHOU GLOBAL: Reports $1.63 Million Net Income in Q1
HALO COMPANIES: Reports $280,000 Net Income in First Quarter

HIGH PLAINS: Delays Form 10-Q for First Quarter
HOPE MEDICAL: Case Summary & 20 Largest Unsecured Creditors
HOSTESS BRANDS: Proposing Auto Crash Mediation, Arbitration
HUNTER'S TRACE: Case Summary & 4 Largest Unsecured Creditors
IMPLANT SCIENCES: Incurs $3.9 Million Net Loss in March 31 Qtr.

INFINITY ENERGY: Incurs $460,000 Net Loss in First Quarter
INFUSION BRANDS: Delays Form 10-Q for First Quarter
INNOVATIVE FOOD: Incurs $604,000 Net Loss in First Quarter
INTERNAL FIXATION: Delays First Quarter Form 10-Q for Analysis
INTERNATIONAL FUEL: Incurs $501,000 Net Loss in First Quarter

INTERNATIONAL NAIL: Case Summary & 7 Largest Unsecured Creditors
INTRALINKS HOLDINGS: S&P Puts 'BB-' Corp. Credit Rating on Watch
ISTAR FINANCIAL: To Sell $3.5 Billion of Securities
JACKSON GREEN: Lender Takes Back Chicago Commercial Property
JC PENNEY: S&P Cuts Corp. Credit Rating to 'BB-'; on Watch Neg

JEFFERSON COUNTY, AL: Bankruptcy Hurting Alabama as a Whole
JOSEPH DELGRECO: DLA Piper Asks to End $17MM Malpractice Suit
KATTASH MEDICAL: Case Summary & 20 Largest Unsecured Creditors
LIBERATOR INC: Lowers Net Loss in March 31 Quarter
LIGHTSQUARED INC: Hiring Fraser Milner as Canadian Lawyers

LIGHTSQUARED INC: To Employ Alvarez & Marsal as Fin'l Advisors
MARIANA RETIREMENT FUND: Ports Authority Seeks Case Dismissal
MARIANA RETIREMENT FUND: Gov't Mulls Return to Social Security
MARKETING WORLDWIDE: Delays Form 10-Q for First Quarter
MEDCLEAN TECHNOLOGIES: Incurs $4.3 Million Net Loss in 2011

MEDIA GENERAL: Moody's Retains 'Caa1' CFR; Outlook Positive
MEDICAL CONNECTIONS: Incurs $1.4 Million Net Loss in 1st Quarter
MEDYTOX SOLUTIONS: Delays Form 10-Q for First Quarter
METAL STORM: Incurs A$6 Million Net Loss in 2011
METAL STORM: Inks $4.6 Million Subscription Agreement

METAL STORM: Product Strategy to Capitalize on New Funding
MIT HOLDING: Delays Form 10-Q for First Quarter
MJH PROPERTIES: Case Summary & 20 Largest Unsecured Creditors
MMRGLOBAL INC: Incurs $1.6 Million Net Loss in First Quarter
MOMENTIVE PERFORMANCE: Has Tender Offer for 12 1/2% Sr. Notes

MOMENTIVE PERFORMANCE: Proposes to Issue $450MM of Senior Notes
MOMENTIVE PERFORMANCE: Debt Size Cut No Impact on Moody's Ratings
MOMENTIVE PERFORMANCE: S&P Gives 'B-' Rating on $450MM Sr. Notes
MOTORS LIQUIDATION: Has $1.3 Billion Net Assets in Liquidation
MOUNTAIN NATIONAL: Delays Q1 Form 10-Q Due to Regulatory Issues

NET ELEMENT: Incurs $2.4 Million Net Loss in First Quarter
NGPL PIPECO: S&P Cuts Corp. Credit Rating to 'B+'; Outlook Stable
NORTHAMPTON GENERATING: S&P Withdraws 'D' Rating on $153M Bonds
NV ENERGY: Moody's Lifts Issuer, Sr. Unsec. Debt Ratings to 'Ba1'
OPTIONS MEDIA: Delays Form 10-Q for First Quarter

ORAGENICS INC: Incurs $1.6 Million Net Loss in First Quarter
OSAGE EXPLORATION: Reports $456,000 Net Income in First Quarter
PATRIOT COAL: S&P Cuts Corp. Credit Rating to 'B-'; on Watch Neg
PAYMENT DATA: Reports $69,000 Net Income in First Quarter
PEMCO WORLD: To Pay Workers $1.2 Million in Dothan Closing

PENINSULA GAMING: S&P Puts 'B+' Corp. Credit Rating on Watch Neg
PINE TREE: Case Summary & 2 Largest Unsecured Creditors
PLAYBOY ENTERPRISES: Moody's Expects Firm To Cure EBITDA Covenant
PLC SYSTEMS: Incurs $6.7 Million Net Loss in First Quarter
POSITRON CORP: Delays Form 10-Q for First Quarter

PRECISION OPTICS: Incurs $492,000 Net Loss in March 31 Quarter
PRESIDENTIAL REALTY: Incurs $574,000 Net Loss in First Quarter
PURADYN FILTER: Incurs $232,000 Net Loss in First Quarter
RAVENWOOD HEALTHCARE: Ombudsman Named to Represent Patients
RAVENWOOD HEALTHCARE: May 25 Court Date on Lawyer Hiring

RAVENWOOD HEALTHCARE: Sec. 341 Creditors' Meeting Set for May 25
RAVENWOOD HEALTHCARE: Final Cash Collateral Hearing on May 30
REDDY ICE: Files First Amended Joint Reorganization Plan
RESIDENTIAL CAPITAL: U.S. Trustee Forms Creditors Committee
RESIDENTIAL CAPITAL: Wins OK for KCC as Claims Agent

RESIDENTIAL CAPITAL: Proposes to Continue Servicing Govt. Loans
RESIDENTIAL CAPITAL: Wants to Service Non-GA Loans Pending Sale
RESIDENTIAL CAPITAL: Seeks to Process Mortgage Loan Commitments
RESIDENTIAL CAPITAL: Bankruptcy May Trigger $858MM in CDS Payouts
RESIDENTIAL CAPITAL: S&P Cuts CCR 'D' on Bankruptcy Filing

RYLAND GROUP: Completes Offering of $225-Mil. Convertible Notes
SANBORN BORONDA: Case Summary & 2 Largest Unsecured Creditors
SINCLAIR BROADCAST: Renews Affiliation Agreements with Fox
SKINNY NUTRITIONAL: Delays Form 10-Q for First Quarter
SOLAR TRUST: Gets Court Nod to Pay Bonuses to Executives

SILVERSUN TECHNOLOGIES: Delays Form 10-Q for First Quarter
STRATUS MEDIA: Delays Form 10-Q for First Quarter
SUNVALLEY SOLAR: Delays Form 10-Q for First Quarter
SUPERMEDIA INC: Utilizes $33 Million to Repay $55.9MM Term Loans
TALON THERAPEUTICS: Incurs $30.5 Million Net Loss in 1st Quarter

TECHNEST HOLDINGS: Delays Q1 Form 10-Q Due to Corporate Changes
TELLICO LANDING: Court Dismisses Rarity Pointe Chapter 11 Case
TELVUE CORP: Incurs $1.6 Million Net Loss in First Quarter
TONGJI HEALTHCARE: Incurs $104,000 Net Loss in First Quarter
UNILAVA CORP: Delays Form 10-Q for First Quarter

UNIVAR INC: S&P Gives 'B-' Rating on $750MM Senior Notes Due 2019
UTSTARCOM INC: Incurs $4.7 Million Net Loss in First Quarter
VYCOR MEDICAL: Incurs $783,000 Net Loss in First Quarter
VICTORY ENERGY: Incurs $5 Million Net Loss in First Quarter
VILLAGES AT MONTE: Voluntary Chapter 11 Case Summary

VISCOUNT SYSTEMS: Incurs C$168,000 Net Loss in First Quarter
VOLUNTEER BANCORP: Incurs $47,000 Net Loss in First Quarter
WALLA WALLA: Files for Chapter 11 in Seattle
WALLA WALLA: Case Summary & 8 Largest Unsecured Creditors
WASHINGTON MUTUAL: Noteholders Bid to Join Bank Suit Denied

WASTEQUIP INC: S&P Gives 'B' Corp. Credit Rating; Outlook Stable
WESTERN GAS: S&P Affirms 'BB+' Corp. Credit Rating; Outlook Pos
WESTSIDE HEAVY: Case Summary & 20 Largest Unsecured Creditors
WOLVERINE HEALTHCARE: S&P Rates Corp. Credit 'B'; Outlook Stable
ZURVITA HOLDINGS: Buys 37.2MM Amacore Common Shares for $300,000

ZURVITA HOLDINGS: Buys 15MM Shares from Infusion for $100,000

* Fitch Says 12-Month Default Rate Remained Flat at 1.9% in April
* Fitch Expects US High-Yield Default Rate to Rise This Month
* S&P's Global Corporate Default Tally Raises to 31

* Insurer, Manufacturer Trust End $5-Mil. Asbestos Coverage Row

* Alabama Bank Failure Pushes Year's Total to 24

* Large Companies With Insolvent Balance Sheets

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ADELPHIA COMMS: Key Bank, HSBC Get Hockey Loan Claims Nixed
-----------------------------------------------------------
Maria Chutchian at Bankruptcy Law360 reports that U.S. District
Judge Richard J. Arcara on Friday threw out the remaining claims
brought by the Adelphia Recovery Trust against HBSC Bank NA and
Key Bank NA in their long-standing fight stemming from loans taken
out by the Buffalo Sabres hockey team.

Law360 relates that Judge Arcara said in his opinion that judicial
estoppel barred Adelphia from bringing claims of aiding and
abetting a breach of fiduciary duty and equitable subordination
due to Adelphia's failure to share with a bankruptcy judge its
intentions to file claims.

                    About Adelphia Communications

Based in Coudersport, Pennsylvania, Adelphia Communications
Corporation was once the fifth-biggest cable company.  Adelphia
served customers in 30 states and Puerto Rico, and offered analog
and digital video services, Internet access and other advanced
services over its broadband networks.

Adelphia collapsed in 2002 after disclosing that founder John
Rigas and his family owed $2.3 billion in off-balance-sheet debt
on bank loans taken jointly with the company.  Mr. Rigas is
serving 12 years in prison, and his son Timothy is serving 15
years.

Adelphia Communications and its more than 200 affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 02-41729) on
June 25, 2002.  Willkie Farr & Gallagher represented the Debtors
in their restructuring effort.  PricewaterhouseCoopers served as
the Debtors' financial advisor.  Kasowitz, Benson, Torres &
Friedman LLP and Klee, Tuchin, Bogdanoff & Stern LLP represented
the Official Committee of Unsecured Creditors.

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas-Managed Entities, were
entities that were previously held or controlled by members of the
Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision LLC.  The RME Debtors filed for Chapter 11 protection
(Bankr. S.D.N.Y. Case Nos. 06-10622 through 06-10642) on March 31,
2006.  Their cases were jointly administered under Adelphia
Communications and its debtor-affiliates' Chapter 11 cases.

The Bankruptcy Court confirmed the Debtors' Joint Chapter 11 Plan
of Reorganization on Jan. 5, 2007.  That plan became effective on
Feb. 13, 2007.

The Adelphia Recovery Trust, a Delaware Statutory Trust, was
formed pursuant to the Plan.  The Trust holds certain litigation
claims transferred pursuant to the Plan against various third
parties and exists to prosecute the causes of action transferred
to it for the benefit of holders of Trust interests.  Lawyers at
Kasowitz, Benson, Torres & Friedman, LLP (NYC), represent the
Adelphia Recovery Trust.


AIRTOUCH COMMUNICATIONS: Incurs $2.1-Mil. Net Loss in 1st Qtr.
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Airtouch Communications, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $2.11 million on $228,223 of net revenue for the
three months ended March 31, 2012, compared with a net loss of
$2.30 million on $226,718 of net revenue for the same period
during the prior year.

The Company reported a net loss of $9.4 million on $326,270 of net
revenue in 2011, compared with a net loss of $4.8 million on
$160,441 of net revenue in 2010.

The Company's balance sheet at March 31, 2012, showed $5.69
million in total assets, $1.15 million in total liabilities and
$4.53 million in total stockholders' equity.

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

                        http://is.gd/RPdpyh

                         About Airtouch

Newport Beach, Calif.-based AirTouch Communications, Inc.,
develops and markets communication devices capable of amplifying
the wireless signal as a core enabling technology platform and
converging them with other services and applications for consumers
based on our patent portfolio.  The Company currently offers its
DM1000 (cell@home) and HomeConneX(R) X1500 products through
various channels, including a major U.S. carrier, and is working
to bring its higher performance, lower cost next generation
SmartLinX(TM) series of products to the global market.

Anton & Chia, LLP, in Irvine, California, expressed substantial
doubt about Waxess Holdings' ability to continue as a going
concern.  The independent auditors noted that the Company has
sustained accumulated losses from operations totaling $16 million
at Dec. 31, 2011.


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

Moody's current ratings on Alcoa Inc. are:

Senior Unsecured domestic currency rating of Baa3

Senior Unsecured MTN Program domestic currency rating of (P)Baa3

Preferred Stock domestic currency rating of Ba2

Senior Unsecured Shelf domestic currency rating of (P)Baa3

Commercial Paper domestic currency rating of P-3

BACKED Commercial Paper NA rating of P-3

Rating Rationale

Alcoa's rating considers its position as one of the largest
integrated aluminum producers globally, holding a commanding
position in the alumina industry, a leading position as a provider
of primary aluminum and important positions in a wide variety of
markets served by its midstream (Flat Rolled Products) and
downstream (Engineered Products and Solutions) segments. Factored
into the rating is the focus the company continues to maintain on
cost reduction and cost control, as well as working capital
management and productivity, particularly in the smelting system.
The rating also reflects current challenges in both the alumina
and aluminum markets where prices continue to trend below 2011
levels and overcapacity continues to exist.

Although Moody's expects cost creep in various input costs such as
energy and caustic soda, a significant portion of savings achieved
in recent years, particularly in the smelting system, is believed
sustainable, better positioning the company for improvement in
earnings and cash flow generation over the medium term. However
recovery in the aluminum industry remains slow and uneven,
particularly in the U.S., which typically accounts for at least
50% of Alcoa's revenues. Nonetheless, improved volumes and prices
are necessary for sustainable strengthening in performance and
stronger metrics.

While important credit metrics such as the EBIT margin, EBIT-to-
interest expense, and debt-to-EBITDA have recovered from 2009
levels, these metrics remain weak for the company's Baa3 rating.
Moody's expects that metrics in 2012 will remain flat to or
slightly weaker than 2011 considering that the overall operating
environment remains challenged. Correspondingly, Moody's
anticipates that debt-to-EBITDA will trend close to the current
level of 4.2 times at March 31, 2012.

The company's excellent liquidity and modest near-term debt
maturities are also important considerations in the rating.

RATING OUTLOOK

Alcoa's stable outlook reflects Moody's expectation that aluminum
prices and demand fundamentals will not materially deteriorate
from current levels. The outlook also anticipates that a)
performance in the alumina segment will be flat or slightly weaker
in the next 12 to 18 months as Moody's anticipates that it will
take time before the oversupply in alumina can be balanced by
production curtailments, b) performance in the primary metals
segment will also be flat or slightly weaker for the next 12 to 18
months given constrained price improvement and cost pressures,
with performance demonstrating better results towards the fourth
quarter of 2012, and c) that the flat rolled and engineering
products and solutions segments will continue to benefit from
improving end market demand, particularly in aerospace, automotive
and packaging. Also incorporated in the outlook is Moody's
expectation that Alcoa will continue to manage the use of debt in
its capital structure in a disciplined fashion and maintain a
solid liquidity position.

WHAT COULD CHANGE THE RATING -- UP

Should the company demonstrate the ability to sustain debt-to-
EBITDA of less than 3.0 times, EBIT-to-interest greater than 5.0
times, and cash from operations minus dividends-to-debt of at
least 25%, as well as a reduction in overall debt levels; the
rating could be favorably impacted.

WHAT COULD CHANGE THE RATING -- DOWN

Further deterioration in the price and demand trends for alumina
and aluminum, or a material contraction in liquidity would likely
have a negative impact on the rating. debt-to-EBITDA greater than
3.5 times, EBIT-to-interest less than 4.0 times and operating cash
flow less dividends-to-debt less than 20% on a sustainable basis
could result in a negative rating impact.

The principal methodology used in rating Alcoa Inc was the Global
Mining Industry Methodology published in May 2009.


ALIXPARTNERS LLP: S&P Cuts Corp. Credit Rating to 'B+'; Off Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Southfield, Mich.-based AlixPartners LLP to 'B+' from
'BB'. "We are removing the rating from CreditWatch, where it was
placed with negative implications on April 25, 2012. The rating
outlook is stable," S&P said.

"We are assigning the company's proposed senior first-lien credit
facility an issue level rating of 'B+' (at the same level as the
corporate credit rating) and a recovery rating of '3'. The '3'
recovery rating indicates our expectation of meaningful (50%-70%)
recovery for debtholders in the event of a payment default. The
proposed first-lien credit facility consists of a $75 million
revolving credit facility due 2017 and a $600 million term loan B
due 2019," S&P said.

"Additionally, we are assigning the company's proposed $220
million second-lien term loan due 2019 an issue level rating of
'B-' (two notches lower than the corporate credit rating) and a
recovery rating of '6'. The '6' recovery rating indicates our
expectation of negligible (0-10%) recovery for debtholders in
the event of a payment default," S&P said.

"The 'B+' corporate credit rating on AlixPartners LLP reflects our
expectation of moderate revenue and EBITDA growth over the
intermediate term," said Standard & Poor's credit analyst Andy
Liu. "We characterize the company's business profile as 'fair'
(based on our criteria), because it faces keen competition for
consulting services and some exposure to business cycles.
AlixPartners' turnaround and restructuring practice does provide a
degree of counter-cyclicality. We view the financial risk profile
as 'highly leveraged,' reflecting its small- to mid-sized revenue
and cash flow base, which opens the possibility of meaningful
swings in debt leverage during a period of fluctuating demand,"
S&P said.

"AlixPartners' main practice areas are financial advisory,
enterprise improvement, information management services, and
turnaround and restructuring. The company's expert-driven model,
with a one-to-five ratio of managing directors to staff, has
helped it realize higher-than-average billing rates and to achieve
high average consultant utilization. AlixPartners' turnaround and
restructuring practice generates a significant part of its revenue
leading to some countercyclical results. AlixPartners has a strong
competitive position in the automotive industry but faces more
competition in other industry sectors," S&P said.


ALLIED NEVADA: S&P Assigns Preliminary 'B' Corp. Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B'
corporate credit rating to U.S.-based mining company, Allied
Nevada Gold Corp. The rating outlook is stable. "At the same time,
we assigned our preliminary 'B' issue-level rating and a '3'
recovery rating to the company's proposed C$400 million senior
unsecured notes due 2019. The '3' recovery rating indicates our
expectation for meaningful (50% to 70%) recovery in the event of a
payment default," S&P said.

Allied Nevada will use proceeds from the proposed notes to fund a
portion of the company's $1.2 billion mine expansion program.

"Our corporate credit rating on Allied Nevada reflects our view of
the company's business risk as 'vulnerable' and its financial risk
as 'aggressive.' Weaknesses include the company's reliance on a
single operating mine, exposure to volatile precious metals
prices, and very high capital needs related to the company's
aggressive mine expansion plans. In our view, currently favorable
prices for gold and silver as well as Allied Nevada's significant
proven and probable reserves somewhat offset these risks," S&P
said.

"Under our base case scenario, we expect revenue to exceed $300
million in 2012 and EBITDA to be about $170 million," said
Standard & Poor's credit analyst James Fielding. "This assumes the
company produces 200,000 ounces of gold at about $1,500 an ounce
and 850,000 ounces of silver at about $30 an ounce. The increased
production relates largely to the ongoing ramp up of the company's
heap leach facilities that were reopened for operations in 2007.
During 2011, Allied Nevada produced 104,000 ounces of gold and
over 479,000 ounces of silver in 2011, which resulted in the
generation of about $152 million in revenue and about $56 million
in EBITDA."

"Credit measures will initially look good relative to our
'aggressive' financial risk assessment. We expect leverage of
about 3x EBITDA in 2012 and funds from operations (FFO) to debt of
20% to 25%, assuming the proposed C$400 million senior unsecured
notes are issued as currently contemplated and based on our
current baseline production and pricing assumptions. However, our
financial risk assessment also incorporates our view that the
company's planned $1.2 billion mine expansion program is
aggressive given its moderate size ($325 million of estimated 2012
revenues), its limited operating history (incorporated in 2006),
and our view that gold prices are likely to recede over time from
recent cyclical highs," S&P said.

"Our baseline scenario for 2013 contemplates lower gold prices at
about $1,400 an ounce and silver prices near $28 an ounce. Under
our scenario, continued production improvements at the company's
heap leach facility offset the prices. As such, we expect revenues
to grow 50% over 2012, EBITDA to approximate $300 million, and for
leverage to drop below 2x," S&P said.

"Allied Nevada is a midsize gold and silver producer with nearly
13 million ounces of proven and probable gold reserves and $482
million of proven and probable silver reserves at its Hycroft mine
in Nevada. The company also owns or controls other early-to-
advanced stage exploration properties in the state. Our
'vulnerable' business risk assessment reflects the company's very
narrow geographic concentration with just one operating mine and
its exposure to highly volatile precious metals prices. To a
lesser extent, our business risk assessment reflects execution
risk relating to the potential for timing delays or cost
escalation relating to its mine expansion projects," S&P said.

"Our stable outlook reflects our view that note proceeds and
projected operating cash flow will provide adequate liquidity
based on our expectation for gold prices of $1,400 to $1,500
through 2013," S&P said.

"An upgrade is unlikely over the next 12 months given the
company's substantial capital needs and potential risks associated
with a mine expansion program that we view to be aggressive.
However, we could raise our rating in the next two or three years
if gold prices remain favorable and if it appears that its mine
expansion plans will be completed on time and on budget," S&P
said.

"We would lower our rating if the mine expansion projects
experience substantial delays or cost overruns. We would also
lower our rating if our baseline assumptions are incorrect and
gold prices drop below $1,400, particularly if the company did not
take actions to preserve its adequate liquidity position. These
actions could include accessing additional debt or equity capital
or delaying its aggressive capital spending program to offset
weaker than currently anticipated cash flows," S&P said.


ALLIED SYSTEMS: Faces Involuntary Ch. 11 Over $53MM Loan Default
----------------------------------------------------------------
Units of private equity firms Black Diamond Capital Partners LLC
and Spectrum Investment Partners LP asked the Delaware bankruptcy
court Thursday to place Allied Systems Holdings Inc. and Allied
Systems, Ltd. (L.P.) into involuntary Chapter 11.

The creditors allege that the transportation company defaulted on
$53 million in loan payments.

The signatories of the involuntary petitions assert claims of at
least $52.8 million for loan defaults by the two companies.

Allied Systems Holdings, Inc., through its subsidiaries, provides
logistics, distribution, and transportation services for the
automotive industry in North America.

BDCM Opportunity Fund II, LP, Spectrum Investment Partners LP, and
Black Diamond CLO 2005-1 Adviser L.L.C., filed the involuntary
petitions (Bankr. D. Del. Case Nos. 12-11564 and 12-11565) on
May 17, 2012.


ALLIED SYSTEMS: Involuntary Chapter 11 Case Summary
---------------------------------------------------
Alleged Debtor: Allied Systems Holdings, Inc.
                2711 Centerville Road, Suite 400
                Wilmington, DE 19808

Bankruptcy Case No.: 12-11564

Affiliate also subject to involuntary Chapter 11 petition:

   Debtor                                 Case No.
   ------                                 --------
Allied Systems, Ltd. (L.P.)                12-11565

Involuntary Chapter 11 Petition Date: May 17, 2012

Court: U.S. Bankruptcy Court
       District of Delaware (Delaware)

Petitioners' Counsel: Kerri K. Mumford, Esq.
                      LANDIS RATH & COBB LLP
                      919 Market Street, Suite 1800
                      Wilmington, DE 19801
                      Tel: (302) 467-4414
                      Fax: (302) 467-4450
                      E-mail: mumford@lrclaw.com

Creditors who signed the Chapter 11 petition for Allied System
Holdings and Allied Systems Ltd.:

    Petitioners                    Nature of Claim    Claim Amount
    -----------                    ---------------    ------------
BDCM Opportunity Fund II, LP       Bus. Debt ? Loan    $26,800,000
One Sound Shore Drive, Suite 200   Default
Greenwich, CT 06830

Spectrum Investment Partners LP    Bus. Debt ? Loan    $21,500,000
1250 Broadway, 19th Floor          Default
New York, NY 10001

Black Diamond CLO 2005-1 Adviser   Bus. Debt ? Loan     $4,500,000
L.L.C.                             Default
One Sound Shore Drive, Suite 200
Greenwich, CT 06830


ALLY FINANCIAL: S&P Affirms 'B+' Counterparty Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Ally
Financial Inc. to positive from stable. At the same time, Standard
& Poor's affirmed its ratings, including its 'B+' long-term
counterparty credit and 'C' short-term ratings, on Ally.

"The outlook revision reflects our view of potentially favorable
implications for Ally's credit profile arising from measures the
company announced May 14, 2012, designed to resolve issues
relating to Residential Capital LLC, Ally's troubled mortgage
subsidiary," said Standard & Poor's credit analyst Tom Connell.
"These measures included the prearranged voluntary Chapter 11
bankruptcy filing covering Residential Capital (ResCap) and its
subsidiaries. If adopted, the filing's restructuring plan would
address uncertainties associated with legal claims on ResCap and
Ally relating to the performance of mortgage securitization
transactions sold from 2004-2008. Ally is taking other steps--
primarily the sale of its international operations--that will
enable it to continue repayment of U.S. Treasury funding provided
to Ally in 2008 and 2009."

"The proposed restructuring plan contemplates a release of ResCap-
related claims on Ally from ResCap's creditors and from litigants
with claims arising from ResCap's securitizations. At March 31,
2012, Ally had a reserve of $811 million to meet possible loan
repurchase as well as representation and warranty obligations.
However, the ultimate magnitude of claims and their potential
impact on the company has been a source of considerable
uncertainty, and could have exceeded the reserve balance," S&P
said.

The resolution comes at a cost to Ally. The company is making a
number of contributions to the restructuring plan, including:

    A cash contribution of $750 million;

    The write-down of Ally's $400 million equity stake in ResCap;

    Creation of $150 million debtor-in-possession financing for
    ResCap;

    Establishment of a $130 million representation and warranty
    reserve at Ally Bank to cover possible Ally-specific claims;
    and

    A $1.6 billion bid to purchase a held-for-sale portfolio of
    mortgage loans (which may be superseded by subsequent third
    party bids).

Ally's support to ResCap has included two secured credit
facilities, with balances outstanding of approximately $1.1
billion. ResCap is to repay these credit facilities under the
proposed plan. The company has also announced that it is taking
steps to divest itself of its international operations.

"The positive outlook reflects our view of three factors. First,
if adopted, the restructuring plan would address uncertainties
associated with legal claims on ResCap and Ally. The proposed
settlement has the potential to dispel uncertainty associated with
Ally's exposure to ResCap legal liabilities to a great extent.
Second, we believe that the company will maintain an appropriate
capital base as it positions itself to repay additional amounts of
the capital contributed by the U.S. Treasury. Third, we expect
that it will manage the transition of its business portfolio and
adapt to an evolving market environment. We could raise the rating
if the company resolves its involvement with ResCap, and if the
divestment of its international portfolio is completed such that
there is a net positive impact on its overall credit profile. We
could also raise the ratings if Ally completes an IPO that
converts a significant portion of government-owned preferred stock
into common equity. This would improve our view of its capital and
reduce its preferred dividend obligations. We could revise the
outlook to stable if substantial impediments arise in terms of the
restructuring plan. We could lower the ratings if there is a
substantial deterioration in Ally's business position,
profitability, and funding," S&P said.


AMERICAN AIRLINES: Has $807 Million Loss in March
-------------------------------------------------

                     AMR Corporation, et al.
                Condensed Consolidated Balance Sheet
                       As of March 31, 2012

ASSETS
Current Assets
Cash                                              $375,000,000
Short-term investments                           4,444,000,000
Restricted cash and short-term investments         771,000,000
Receivables, net                                 1,056,000,000
Inventories, net                                   619,000,000
Fuel derivative contracts                          124,000,000
Other current assets                               389,000,000
                                            -------------------
                                                  7,778,000,000
Equipment and property
Flight equipment, net                           10,800,000,000
Other equipment and property, net                2,114,000,000
Purchase deposits for flight equipment             682,000,000
                                            -------------------
                                                 13,596,000,000

Equipment and property under capital leases
Flight equipment, net                              253,000,000
Other equipment and property, net                   69,000,000
                                            -------------------
                                                    322,000,000

International slots and route authorities           708,000,000
Domestic slots and airport operating and
gate lease rights, less accumulated
amortization, net                                  179,000,000
Other assets                                      1,928,000,000
                                            -------------------
TOTAL ASSETS                                    $24,511,000,000
                                            ===================

Liabilities and stockholders' equity (deficit)
Current liabilities
Accounts payable                                $1,336,000,000
Accrued liabilities                              1,700,000,000
Air traffic liability                            4,848,000,000
Current maturities of long-term debt             1,593,000,000
Current obligations under capital leases            66,000,000
                                            -------------------
Total current liabilities                        9,543,000,000

Long-term debt, less current maturities          6,575,000,000
Obligations under capital leases, less
current obligations                                316,000,000
Pension and postretirement benefits                 77,000,000
Other liabilities, deferred gains and
deferred credits                                 1,685,000,000

Liabilities subject to compromise                15,001,000,000

Stockholders' Equity
Preferred stock                                              -
Common stock                                       341,000,000
Additional paid-in capital                       4,470,000,000
Treasury stock                                    (367,000,000)
Accumulated other comprehensive income (loss)   (3,884,000,000)
Accumulated deficit                             (9,246,000,000)
                                            -------------------
                                                 (8,686,000,000)
                                            -------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY      $24,511,000,000
                                            ===================

                   AMR Corporation, et al.
             Consolidated Statement of Operations
                 Month Ended March 31, 2012

Revenues
Passenger - American Airlines                   $1,659,000,000
                - Regional Affiliates               251,000,000
Cargo                                               66,000,000
Other revenues                                     222,000,000
                                            -------------------
Total operating revenues                         2,198,000,000

Expenses
Aircraft fuel                                      779,000,000
Wages, salaries and benefits                       597,000,000
Other rentals and landing fees                      94,000,000
Maintenance, materials and repairs                 128,000,000
Depreciation and amortization                       86,000,000
Commissions, booking fees and credit card expense   86,000,000
Aircraft rentals                                    40,000,000
Food service                                        43,000,000
Other operating expenses                           243,000,000
                                            -------------------
                                                  2,096,000,000
                                            -------------------
Operating income (loss)                            (186,000,000)

Other income (expense)
Interest income                                      2,000,000
Interest expense                                   (56,000,000)
Interest capitalized                                 4,000,000
Miscellaneous - net                                 (3,000,000)
                                            -------------------
                                                    (53,000,000)
                                            -------------------
Income (loss) before reorganization items            49,000,000

Reorganization items, net                          (856,000,000)
                                            -------------------
Income (loss) before income taxes                  (807,000,000)
Income tax                                                    -
                                            -------------------
Net Income (Loss)                                 ($807,000,000)
                                            ===================

                   AMR Corporation, et al.
           Condensed Consolidated Statement of Cash Flows
                  Month Ended March 31, 2012

Net cash provided by (used for) Operating
Activities                                        $342,000,000

Cash flow from investing activities:
Capital expenditures, including aircraft
lease deposits                                     (80,000,000)
Net (increase) decrease in short-term investments (203,000,000)
Net (increase) decrease in restricted cash and
short-term investments                              (2,000,000)
Proceeds from sale of equipment and property        12,000,000
                                            -------------------
Net cash used for investing activities            (273,000,000)

Cash flow from financing activities:
Payments on long-term debt and capital
lease obligations                                 (180,000,000)
Proceeds from:
Issuance of debt                                             -
Sale leaseback transactions                         81,000,000
Other                                                        -
                                            -------------------
                                                    (99,000,000)
                                            -------------------
Net increase (decrease) in cash                     (30,000,000)
Cash at beginning of period                         405,000,000
                                            -------------------
Cash at end of period                              $375,000,000
                                            ===================

                      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 ROCK: Moody's Lowers CFR to 'B3'; Outlook Negative
-----------------------------------------------------------
Moody's Investors Service downgraded American Rock Salt Company
LLC's ("ARSC") corporate family ("CFR") and probability of default
ratings ("PDR") to B3 from B2. At the same time, Moody's
downgraded the company's senior secured 1st lien term loan to B3
and its 8.25% senior secured 2nd lien notes to Caa1. The outlook
is negative.

The downgrade reflects weaker than anticipated revenue and
profitability as a result of unseasonably warm winter months and a
lack of substantial snow and ice in ARSC's regions of operation. A
substantial increase in leverage and anticipated reduction in
liquidity levels as a result of reduced demand for the company's
de-icing salt underpin the downgrade to B3 and the negative
outlook. While the company may experience greater demand for its
de-icing salt in the future if winter weather patterns normalize,
its leverage is likely to be sustained at levels more reflective
of a B3 rating because of a high debt burden and financial
policies that have tended to favor shareholder distributions. In
addition, reduced free cash flow will likely prompt greater
reliance on revolver borrowings to fund operations.

The following ratings/assessments have been affected:

Corporate Family Rating, downgraded to B3 from B2;

Probability of Default Rating, downgraded to B3 from B2;

$300 million sr. sec. 1st lien term loan due 2017, downgraded to
B3 (LGD4, 52%) from B2 (LGD4, 51%);

$175 million 8.25% 2nd lien notes due 2018, downgraded to Caa1
(LGD4, 61%) from B3 (LGD4, 58%);

The outlook is negative.

Ratings Rationale

ARSC's B3 CFR reflects the company's very high leverage and high
balance sheet debt relative to the size of the company. In
addition, ARSC's ratings are limited by its business profile which
includes a single mine operation (Hampton Corners Mine), weather
influenced demand fluctuations, focused product line (rock salt
for highway de-icing), and a geographically narrow market
(primarily western Pennsylvania and upstate New York).

The company's rating is supported by its historically strong
margins, cost advantages associated with operating a relatively
new mine, historically favorable meteorological conditions in its
markets including "lake effect" snow, relatively stable (although
highly seasonal) yearly cash flows that are insulated from
economic cycles, modest capex requirements and a diverse customer
base. The rating is further supported by the rock salt industry's
relatively benign industry competitive dynamics, natural cost
advantages ARSC enjoys over competitors in the markets adjacent to
its mining operations and barriers to entry for new competitors.

The negative outlook reflects Moody's expectation that the
company's liquidity profile, primarily excess revolving credit
facility capacity, will begin to tighten based on reduced free
cash flow which could prompt additional revolver borrowings and
possible testing and violation of the company's springing fixed
charge coverage covenant.

A downgrade of the ratings could result if the company is unable
to comply with its covenants and maintain liquidity and/or
operating performance does not improve to more historical levels
in the upcoming winter season.

An upgrade to the rating is unlikely given the company's business
profile (including risks associated with operating a single mine),
modest size, high leverage, and weak metrics. A stabilization of
the outlook could occur if the company is able to improve its
liquidity levels driven by a recovery in operating performance.

The principal methodology used in rating American Rock Salt
Company LLC was the Global Chemical Industry Methodology published
in December 2009. Other methodologies used include Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.

American Rock Salt Company LLC, headquartered in Retsof, New York,
is a producer of highway deicing rock salt. It operates a single
mine (Hampton Corners Mine) in upstate New York and sells its
product primarily to state and local government agencies in the
northeastern US. The firm is a wholly owned subsidiary of American
Rock Salt Holdings LLC, which is closely held by private
investors, including some members of management.


AMERIGROUP CORP: Moody's Upgrades Senior Debt Rating to 'Ba2'
-------------------------------------------------------------
Moody's Investors Service has upgraded AMERIGROUP Corporation's
senior debt rating to Ba2 from Ba3. The rating agency also
upgraded the insurance financial strength (IFS) ratings of its
operating subsidiaries to Baa2 from Baa3 (see complete list
below). The outlook on all the ratings is stable. The rating
action follows the release of the company's first quarter earnings
results and the recent payoff of its $260 million convertible
notes.

Ratings Rationale

Moody's said that the upgrade reflects AMERIGROUP's continued
solid financial results through the first quarter of 2012,
combined with strong membership growth as a result of several
recent Medicaid managed care awards in new markets as well as
expansion in existing markets. In particular, the rating agency
noted AMERIGROUP's strong net earnings margins (average of 3.5%
over the last three years); very good unrestricted cash position,
which is estimated to be $400 million at year end 2012; and
continued membership growth as a result of recent Medicaid
contract awards in Texas, Louisiana, and Washington. Moody's
Senior Vice President, Steve Zaharuk also noted that, "The
Medicaid managed care business has significant growth potential
under the Affordable Care Act with the expansion of Medicaid
eligibility scheduled for 2014."

Moody's added that with the completion of its acquisition of the
operating assets and contract rights of Health Plus (unrated),
AMERIGROUP has gained approximately 320,000 Medicaid members in
New York. This transaction does not appear to present an
integration issue as AMERIGROUP is already established in the New
York Medicaid market, and the two companies operate on similar
systems, facilitating the transfer of membership. Also supporting
AMERIGROUP's Baa2 IFS rating is good capital adequacy with an NAIC
risk-based capital (RBC) ratio of approximately 225% of company
action level (CAL), which the company intends to maintain while it
continues to expand and grow membership. Additionally, with the
prepayment of the convertible notes in full, AMERIGROUP's adjusted
financial leverage (where debt includes operating leases) was
lowered to approximately 30%, which Moody's views as a moderate
level of debt and within the expected range for AMERIGROUP.

The rating agency stated that AMERIGROUP's ratings could be
upgraded if there is continued diversification through expansion
into new geographies or introduction of new products in existing
states, if EBITDA coverage is above 10x and if EBITDA margins are
maintained in the 5% range. However, Moody's said that if there is
a loss or impairment of one or more of AMERIGROUP's Medicaid
contracts, if the consolidated NAIC RBC ratio falls below 150%
CAL, or if EBITDA margins fall below 2%, then the ratings could be
downgraded.

The following ratings were upgraded with a stable outlook:

AMERIGROUP Corporation -- senior unsecured debt rating to Ba2 from
Ba3; corporate family rating to Ba2 from Ba3; senior unsecured
debt shelf rating to (P)Ba2 from (P)Ba3; subordinated debt shelf
rating to (P)Ba3 from (P)B1; preferred stock shelf rating to (P)B1
from (P)B2.

AMERIGROUP Texas, Inc. -- insurance financial strength rating to
Baa2 from Baa3;

AMERIGROUP Maryland, Inc. -- insurance financial strength rating
to Baa2 from Baa3;

AMERIGROUP Florida, Inc. -- insurance financial strength rating to
Baa2 from Baa3;

AMERIGROUP New Jersey, Inc. -- insurance financial strength rating
to Baa2 from Baa3.

AMERIGROUP Corporation is headquartered in Virginia Beach,
Virginia. For the first three months of 2012 total revenue was
$1.8 billion, with medical membership as of March 31, 2012 of
approximately 2.2 million members. As of March 31, 2012 the
company reported shareholders' equity of $ 1.3 billion.

The principal methodology used in rating AMERIGROUP was Moody's
Rating Methodology for U.S. Health Insurance Companies published
in May 2011.

Moody's insurance financial strength ratings are opinions of the
ability of insurance companies to pay punctually senior
policyholder claims and obligations.



APPLETON PAPERS: Inks $675-Mil. Business Combination with Hicks
---------------------------------------------------------------
Appleton Papers Inc. and Hicks Acquisition Company II, Inc.,
announced a definitive agreement under which Appleton will engage
in a business combination with Hicks Acquisition Company II valued
at $675 million.  The combined company will be listed on the
Nasdaq exchange, positioning Appleton for long-term growth and
profitability with an improved balance sheet and greater access to
capital.  Hicks Acquisition Company II is a special purpose
acquisition company founded and headed by Thomas O. Hicks with
approximately $149.3 million of cash in trust.

It was also announced that when the transaction closes Appleton
will change its corporate name to Appvion.  The new name combines
the words "applied" and "innovation," reflecting the Company's
successful transformation from a paper company to a business
focused on coating formulations and applications, and specialty
chemicals.

Appleton was founded in 1907 in Appleton, Wisconsin.  With 2011
sales of nearly $860 million, Appleton is a global leader
operating in three business segments: direct thermal, in which it
holds the leading position in North America and is considered to
be the market leader in innovation; carbonless/security, in which,
under its NCR PAPER and Appleton brands, the company holds the
number one position worldwide; and Encapsys, an innovative and
rapidly growing specialty chemical operation that is a leader in
microencapsulation for use in branded consumer products.  The
Company employs approximately 1,800 people and has been 100
percent employee-owned since November 9, 2001.

Under the terms of the proposed business combination, Hicks
Acquisition Company II will invest the cash held in trust, less
expenses and amounts paid for certain repurchases and redemptions
of its stockholders, to acquire an equity interest in Appleton.
Proceeds from the transaction may be used by Appleton for reducing
the amount of debt outstanding, capital expenditures to facilitate
growth initiatives, reducing the amount of warrants outstanding or
other general corporate purposes.

Thomas O. Hicks, founder and chairman of Hicks Acquisition Company
II, commented, "We are tremendously pleased to be partnering with
Appleton, its management team and its employee-owners.  Appleton
is a true leader in its markets with a broad and diverse product
line, globally respected brands, a legacy of innovation and a
world-class management team.  We are very impressed by Appleton's
recent steps to further transform its business to value added
converting and encapsulation.  In particular, we believe that its
recent agreement with Domtar allows the company to focus on its
core, value-added capabilities, while reducing asset intensity and
substantially increasing its profitability and free cash flow.  We
look forward to completing the transaction and supporting the
management team as they continue to realize Appleton's full
potential."

Members of the Appleton management team will continue in their
current positions under the new ownership structure.

"This transaction will be the latest milestone in Appleton's
transformation from a paper producer to a company focused on
coating formulations and applications, and specialty chemicals,"
said Mark Richards, Appleton's chairman, president and chief
executive officer.  "The combination with Hicks Acquisition
Company II provides the company with capital to further strengthen
our balance sheet, support our businesses and pursue attractive
growth opportunities in our markets.  Our customers will benefit
as we continue to expand and improve the value-added products and
services we provide them. Appleton ESOP participants, through
their ownership interests in Paperweight Development Corp., the
parent company of Appleton, will be able to share in an even
stronger company and hold a more flexible security with greater
potential for appreciation.  We are proud to partner with Tom
Hicks and his colleagues, who have a decades-long record of
supporting and building the value of specialty manufacturing
companies."

Mr. Richards added, "Our new name - Appvion - recognizes this
milestone in our transformation.  Appvion stands for 'applied
innovation,' representing what we have accomplished so far and
where we are heading as a company."

Following completion of the transaction, Mr. Hicks, Founder and
Chairman of Hicks Acquisition Company II and Chairman and CEO of
Hicks Holdings LLC, and Christina Weaver Vest, CEO of Hicks
Acquisition Company II and a Managing Director and Partner of
Hicks Equity Partners, will join the existing Appleton board of
directors.  The current Appleton directors, Stephen P. Carter,
Terry M. Murphy, Andrew F. Reardon, Kathi P. Seifert, Mark A.
Suwyn and George W. Wurtz, all of whom are independent directors,
and Mr. Richards, will remain on the Board.  Mr. Richards will
continue to serve as board chairman.

The boards of directors of Hicks Acquisition Company II,
Paperweight and Appleton have unanimously approved the proposed
transaction.  Completion of the transaction, which is expected
during July 2012, is subject to expiration or early termination of
any applicable Hart-Scott-Rodino waiting period, approval of the
transaction by Hicks Acquisition Company II's stockholders,
approval by State Street Bank and Trust Company, the trustee
representing participants in the Appleton ESOP, and certain other
closing conditions.

Jefferies & Company, Inc., is serving as exclusive financial
advisor to Appleton.  Deutsche Bank Securities Inc. is serving as
exclusive financial advisor to Hicks Acquisition Company II.
Legal counsel to Appleton is DLA Piper LLP and Morgan, Lewis &
Bockius LLP. Legal counsel to Hicks Acquisition Company II is Akin
Gump Strauss Hauer & Feld LLP.

                       About Appleton Papers

Appleton, Wisconsin-based Appleton Papers Inc. --
http://www.appletonideas.com/-- produces carbonless, thermal,
security and performance packaging products.  Appleton has
manufacturing operations in Wisconsin, Ohio, Pennsylvania, and
Massachusetts, employs approximately 2,200 people and is 100%
employee-owned.  Appleton Papers is a 100%-owned subsidiary of
Paperweight Development Corp.

The Company reported a net loss of $2.11 million for the year
ended Dec. 31, 2011, compared with a net loss of $31.66 million
for the year ended Jan. 1, 2011.

Appleton's balance sheet at April 1, 2012, showed $609.83 million
in total assts, $864.04 million in total liabilities and a $254.21
million in total deficit.

                          *     *     *

Appleton Papers carries a 'B' corporate credit rating, with stable
outlook, from Standard & Poor's.  IT has a 'B2/LD' probability of
default rating from Moody's.


ARCAPITA BANK: Wants to Employ King & Spalding as Special Counsel
-----------------------------------------------------------------
Arcapita Bank B.S.C.(c) and certain of its subsidiaries and
affiliates filed formal applications with the Bankruptcy Court to
employ King & Spalding LLP and King & Spalding International LLP
to serve as special counsel nunc pro tunc to the Petition Date.

The Debtors said King & Spalding is a leader in Islamic finance
and investment.  King & Spalding's work in the Middle East and
experience with Islamic finance date back to the 1980s.  In 1995,
King & Spalding was the first law firm to establish a dedicated
Islamic finance and investment practice group.  King & Spalding
has considerable experience structuring and implementing
sophisticated Shari'ah-compliant investment and financing
transactions in the Middle East, Europe and the United States.

King & Spalding has represented the Arcapita Group and its
predecessors since 1997 in numerous capacities on various matters
and is familiar with their investments, operations and other
issues relevant to the Chapter 11 cases.  King & Spalding
regularly advises the Arcapita Group regarding (among other
things) Shari'ah-compliant financings, mergers & acquisitions,
portfolio management, financial restructuring, tax, corporate,
intellectual property, labor and employment, real estate,
litigation, employee benefits, healthcare, regulatory matters,
and other issues.

King & Spalding has historically represented the Arcapita Group in
connection with substantially all of its investment activities in
the United States (including, without limitation, the acquisition
and financing of Portfolio Company investments and the eventual
sale and disposition of those investments at the appropriate time)
and has also represented the Arcapita Group in connection with
numerous investments in Europe, the Middle East and Asia.  In
addition, King & Spalding advises and represents the Debtors'
affiliated non-Debtor Portfolio Companies in connection with
numerous matters.

As of the Petition Date, King & Spalding was actively representing
members of the Arcapita Group in a variety of matters.  The Active
Matters are ongoing and King & Spalding's clients in those matters
will continue to need the legal services being provided to them.
If those services were terminated or interrupted, the Debtors
said, the Arcapita Group would be irreparably harmed or the value
of the Arcapita Group's investments would likely decline
precipitously.  Similarly, given King & Spalding's historical and
ongoing representation of members of the Arcapita Group, it would
be highly inefficient and impractical for King & Spalding to be
replaced as counsel with respect to the Active Matters.

The Debtors also anticipate that they will need King & Spalding's
services in the future in connection with various matters
affecting their Portfolio Companies, including with respect to any
dispositions or sales of Portfolio Companies or their assets that
occur during these Chapter 11 cases.

The attorneys expected to be primarily responsible for King &
Spalding's work for the Arcapita Group and their hourly rates at
which they will charge the Debtors are:

     Name                 Position             Rate
     ----                 --------             ----
     Ray Baltz            Partner             US$775
     Paul Ferdinands      Partner             US$785
     John Harris          Partner             US$740
     Richard Marooney     Partner             US$730
     Andrew Metcalf       Partner             US$850
     Benjamin Newland     Partner             US$840
     Isam Salah           Partner             US$975
     James Stull          Associate           US$610
     Elias Sayegh         Associate           US$550
     Ahmad Elkhouly       Associate           US$550
     Mahynoor El Tahry    Associate           US$480

King & Spalding charges for partner time at current standard rates
between $430 and $1,110 per hour, for associate time at current
standard rates between $200 and $880 per hour, and for paralegal
time at current standard rates between $150 and $440 per hour.
The firm will also seek reimbursement for reasonable and necessary
expenses incurred.

As of the Petition Date, the Arcapita Group owed King & Spalding
an aggregate amount equal to $7,533,204.  King & Spalding intends
to file secured or unsecured claims in the Chapter 11 cases with
respect to any such amounts that were due and owing by the Debtors
as of the Petition Date.  During the 90 days prior to the Petition
Date, the Arcapita Group made aggregate payments to King &
Spalding in an amount equal to $3,333,898.

King & Spalding does not hold any retainer from the Debtors.
However, as of the Petition Date, King & Spalding held an
aggregate amount equal to $10,766,399 in the firm's general escrow
account for Arcapita.

Paul Ferdinands, Esq., attests King & Spalding does not represent
or hold any interest adverse to the Debtor or to the estate with
respect to the matter on which such attorney is to be employed.

                       About Arcapita Bank

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

Falcon Gas Storage Company, Inc., later filed a Chapter 11
petition (Bankr. S.D.N.Y. Case No. 12-11790) on April 30, 2012.
Falcon Gas is an indirect wholly owned subsidiary of Arcapita that
previously owned the natural gas storage business NorTex Gas
Storage Company LLC.  In early 2010, Alinda Natural Gas Storage I,
L.P. (n/k/a Tide Natural Gas Storage I, L.P.), Alinda Natural Gas
Storage II, L.P. (n/k/a Tide Natural Gas Storage II, L.P.)
acquired the stock of NorTex from Falcon Gas for $515 million.
Arcapita guaranteed certain of Falcon Gas' obligations under the
NorTex Purchase Agreement.

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

Milbank, Tweed, Hadley & McCloy LLP represents the Official
Committee of Unsecured Creditors.

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

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

Arcapita explored out-of-court restructuring scenarios but was
unable to achieve 100% lender consent required to effectuate the
terms of an out-of-court restructuring.

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


ARCAPITA BANK: Hiring Mourant Ozannes as Cayman Islands Counsel
---------------------------------------------------------------
Arcapita Bank B.S.C.(c) and certain of its subsidiaries and
affiliates seek U.S. Bankruptcy Court permission to employ Mourant
Ozannes to serve as Cayman Islands counsel nunc pro tunc to the
Chapter 11 petition date.

Mourant Ozannes is one of the leading offshore law firms advising
on the laws of the Cayman Islands, Guernsey and Jersey.  Mourant
Ozannes' clients include many of the world's leading financial
institutions, public companies, corporations and fund promoters.
Mourant Ozannes regularly works alongside respected international
law firms on a variety of matters.

Mourant Ozannes has represented the Debtors since January 2012 as
their legal counsel for Cayman Islands matters and is familiar
with Cayman Islands Laws and the Debtors' operations and other
issues relevant to the Chapter 11 cases.  One of the Debtors,
Arcapita Investment Holdings Limited, a wholly-owned subsidiary of
Arcapita and co-signatory to the Engagement letter, is
incorporated in the Cayman Islands.

On March 19, 2012, the Debtors commenced proceedings with respect
to AIHL in the Grand Court of the Cayman Islands seeking relief
ancillary to the Chapter 11 cases.  Mourant Ozannes will represent
AIHL in the Cayman Islands Proceeding and assist in the
negotiation with creditors and other parties-in-interest in the
Chapter 11 cases by advising on potential issues particular to
Cayman Islands law impacting such negotiations.

The Debtors propose to pay Mourant Ozannes at these hourly rates:

     Name                 Position             Rate
     ----                 --------             ----
     Peter Hayden         Matter Partner      US$780
     Richard de Basto     Finance Partner     US$800
     Simon Dickson        Matter Manager      US$725
     Julian Fletcher      Partner             US$695
     Nicholas Fox         Senior Associate    US$600
     George Keightley     Senior Associate    US$600
     Simon Thomas         Senior Associate    US$550
     Catherine Green      Associate           US$550
     Fleur O'Driscoll     Associate           US$475
     Robin Gibb           Paralegal           US$250
     Rose Wanjiru         Paralegal           US$250

Mourant Ozannes is currently a "creditor" of the Debtors with
respect to certain outstanding legal fees arising from work
undertaken by Mourant Ozannes prior to the Petition Date.  At the
Petition Date, outstanding legal fees and expenses owed by the
Debtors to Mourant Ozannes was roughly US$142,353.

No amount will be paid to Mourant Ozannes on account of
outstanding prepetition legal fees and expenses unless and until
the payment is authorized by Court order.

Simon Dickson attests that Mourant Ozannes does not represent or
hold any interest adverse to the Debtors or their estates.

The firm may be reached at:

          Peter Hayden, Esq.
          MOURANT OZANNES
          Harbour Centre
          42 North Church Street
          PO Box 1348
          Grand Cayman KY1-1108
          Cayman Islands
          Tel: +1345 949 4123
          Fax: +1345 949 4647
          E-mail: peter.hayden@mourantozannes.com

                       About Arcapita Bank

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

Falcon Gas Storage Company, Inc., later filed a Chapter 11
petition (Bankr. S.D.N.Y. Case No. 12-11790) on April 30, 2012.
Falcon Gas is an indirect wholly owned subsidiary of Arcapita that
previously owned the natural gas storage business NorTex Gas
Storage Company LLC.  In early 2010, Alinda Natural Gas Storage I,
L.P. (n/k/a Tide Natural Gas Storage I, L.P.), Alinda Natural Gas
Storage II, L.P. (n/k/a Tide Natural Gas Storage II, L.P.)
acquired the stock of NorTex from Falcon Gas for $515 million.
Arcapita guaranteed certain of Falcon Gas' obligations under the
NorTex Purchase Agreement.

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

Milbank, Tweed, Hadley & McCloy LLP represents the Official
Committee of Unsecured Creditors.

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

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

Arcapita explored out-of-court restructuring scenarios but was
unable to achieve 100% lender consent required to effectuate the
terms of an out-of-court restructuring.

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


ARNOLD HOLDINGS: Case Summary & 7 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Arnold Holdings I, LLC
        10645 North Tatum Boulevard
        #C200-670
        Phoenix, AZ 85028

Bankruptcy Case No.: 12-11080

Chapter 11 Petition Date: May 18, 2012

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Charles G. Case II

Debtor's Counsel: Mark J. Giunta, Esq.
                  LAW OFFICE OF MARK J. GIUNTA
                  245 W. Roosevelt St.
                  Suite A
                  Phoenix, AZ 85003
                  Tel: (602) 307-0837
                  Fax: (602) 307-0838
                  E-mail: markgiunta@giuntalaw.com

Scheduled Assets: $1,507,741

Scheduled Liabilities: $2,669,642

A copy of the Company's list of its seven largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/azb12-11080.pdf

The petition was signed by J. Chris Arnold, managing member.


ARROWHEAD COMMERCE: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Arrowhead Commerce Center, LLC
        24017 N. 55th Avenue
        Glendale, AZ 85310-3730

Bankruptcy Case No.: 12-10915

Chapter 11 Petition Date: May 17, 2012

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Judge: James M. Marlar

Debtor's Counsel: Mark W. Roth, Esq.
                  POLSINELLI SHUGHART P.C.
                  One East Washington Street
                  CityScape Building, Suite 1200
                  Phoenix, AZ 85004
                  Tel: (602) 650-2012
                  Fax: (602) 926.8562
                  E-mail: mroth@polsinelli.com

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

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

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

The petition was signed by Jeffrey Boatman, member.


B & T OLSON: Can Use Lease Income to Pay Expenses Thru June 22
--------------------------------------------------------------
B & T Olson Family LLC won an interim order authorizing it to use
cash collateral of its prepetition lenders to pay for costs and
expenses that arise before June 22, 2012, and in accordance with
an eight-week budget the Debtor prepared.  The Debtor said it
requires the immediate use of tenant lease income from its
properties to minimize the disruption to and avoid termination of
its operations.

Three banks assert an interest in the cash collateral on account
of prepetition secured loans:

                                     Amount Owed
     Lender                          Prepetition
     ------                          -----------
     Opus Bank, successor to
        Cascade Bank                 $11,855,002
     Union Bank, successor to
        Frontier Bank                 $1,177,397
     Key Bank                         $2,177,524

As adequate protection, the Interim Order provides that the
lenders are granted, on an interim basis, a replacement lien
encumbering leases and subleases entered into post-bankruptcy, and
the rents generated.

Opus Bank had objected to the request to use cash collateral,
saying the Debtor fails to satisfy its burden of proving that the
bank is adequately protected.

B & T Olson has eight loans with Opus Bank.  Shortly after the
Debtor's attempt to restructure its loans with Opus failed, it
summarily stopped paying on its largest loan with Opus and
diverted those payments elsewhere, according to court papers filed
by the bank.  The Debtor's missed payments equaled almost $50,000
per month, so its deficiency quickly became substantial, the bank
said.  Accordingly Opus commenced nonjudicial foreclosure on
Debtor's Team Fitness property, located at 1109 Frontier Circle
East, Lake Stevens, Wash.  When Opus appointed a receiver
appointed during the pendency of the foreclosure to manage the
property and collect rents, the Debtor filed for bankruptcy.

Opus asserts it has perfected first-position deeds of trust on the
Port Susan Property located at 9712-270th St. NW in downtown
Stanwood, Wash.; the Resilience Fitness Property located at 7213
267th St. NW in Stanwood; and Building G, one of three buildings
at 848 N. Sunrise Blvd., Camano Island, Wash. (the others being
Buildings D, and E and F).  Opus also claims a junior-position,
perfected, deed of trust on the Team Fitness Property.  Opus Bank
also claims a perfected security interest in the cash collateral
from the properties.

The Court will hold a final hearing on the cash collateral use on
June 22.

                     About B & T Olson Family

Snohomish, Washington-based B & T Olson Family LLC filed for
Chapter 11 protection (Bankr. W.D. Wash. Case No. 12-14352) on
April 26, 2012, in Seattle on April 26, 2012.  B & T Olson
disclosed $18.3 million in assets and $17.5 million in assets in
its schedules.  The Debtor owns six properties in Lake Stevens,
Stanwood, and Camano Island, Washington.  Four properties worth
$16 million secure $12 million of debt to Opus Bank.  Brett T.
Olson and Christina L. Olson own the Debtors.

Judge Karen A. Overstreet oversees the case.  James L. Day, Esq.
-- jday@bskd.com -- and Katriana L. Samiljan, Esq., at Bush Strout
& Kornfeld LLP, serve as the Debtor's counsel.

Opus Bank is represented by:

         Brian C. Free, Esq.
         Amit D. Ranade, Esq.
         HILLIS CLARK MARTIN & PETERSON P.S.
         1221 Second Avenue, Suite 500
         Seattle, WA 98101-2925
         Telephone: (206) 623-1745
         Facsimile: (206) 623-7789
         E-mail: bcf@hcmp.com
                 adr@hcmp.com


B & T OLSON: Has Conditional Approval of Bush Strout Employment
---------------------------------------------------------------
The Bankruptcy Court approved on a conditional basis, subject to
final approval after notice and hearing, the employment of Bush
Strout & Kornfeld LLP to represent B & T Olson Family LLC as
Chapter 11 counsel.

Prepetition, the Debtor provided BSK with a $100,000 retainer On
April 26, 2012; $34,573 of the retainer was applied in payment of
BSK's prepetition fees and costs.  There is $65,426 remaining.

BSK represents no other entity in connection with the Debtor's
case, is not a creditor, is disinterested as that term is defined
in 11 U.S.C. Sec. 101(14), and represents or holds no interest
adverse to the interest of the estate with respect to the matters
on which it is to be employed.

A hearing is set for June 1, 2012, to consider final approval of
the firm's engagement.  Objections are due May 25.

                     About B & T Olson Family

Snohomish, Washington-based B & T Olson Family LLC filed for
Chapter 11 protection (Bankr. W.D. Wash. Case No. 12-14352) on
April 26, 2012, in Seattle on April 26, 2012.  B & T Olson
disclosed $18.3 million in assets and $17.5 million in assets in
its schedules.  The Debtor owns six properties in Lake Stevens,
Stanwood, and Camano Island, Washington.  Four properties worth
$16 million secure $12 million of debt to Opus Bank.  Brett T.
Olson and Christina L. Olson own the Debtors.

Judge Karen A. Overstreet oversees the case.  James L. Day, Esq.,
and Katriana L. Samiljan, Esq., at Bush Strout & Kornfeld LLP,
serve as the Debtor's counsel.

Opus Bank is represented by Brian C. Free, Esq., and Amit D.
Ranade, Esq., at Hillis Clark Martin & Peterson P.S.


B & T OLSON: Sec. 341 Creditors' Meeting Set for May 30
-------------------------------------------------------
The Office of the U.S. Trustee in Seattle will convene a first
meeting of creditors under 11 U.S.C. Sec. 341(a) in the Chapter 11
case of B & T Olson Family LLC on May 30, 2012, at 1:00 p.m. at US
Courthouse, Room 4107 (341 Meetings).

Snohomish, Washington-based B & T Olson Family LLC filed for
Chapter 11 protection (Bankr. W.D. Wash. Case No. 12-14352) on
April 26, 2012, in Seattle on April 26, 2012.  B & T Olson
disclosed $18.3 million in assets and $17.5 million in assets in
its schedules.  The Debtor owns six properties in Lake Stevens,
Stanwood, and Camano Island, Washington.  Four properties worth
$16 million secure $12 million of debt to Opus Bank.  Brett T.
Olson and Christina L. Olson own the Debtors.

Judge Karen A. Overstreet oversees the case.  James L. Day, Esq.,
and Katriana L. Samiljan, Esq., at Bush Strout & Kornfeld LLP,
serve as the Debtor's counsel.

Opus Bank is represented by Brian C. Free, Esq., and Amit D.
Ranade, Esq., at Hillis Clark Martin & Peterson P.S.


B GREEN INNOVATIONS: Incurs $15,500 Net Loss in First Quarter
-------------------------------------------------------------
B Green Innovations, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $15,509 on $108,735 of net sales for the three months
ended March 31, 2012, compared with a net loss of $127,909 on
$41,621 of net sales for the same period during the prior year.

The Company's balance sheet at March 31, 2012, showed $1.20
million in total assets, $1.26 million in total liabilities, all
current, and a $61,209 total stockholders' deficit.

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

                       http://is.gd/cPryq4

                    About B Green Innovations

Matawan, N.J.-based B Green Innovations, Inc. (OTC BB: BGNN)
-- http://www.bgreeninnovations.com/-- is dedicated to
becoming a "green" technology company, focused on acquiring and
identifying promising technologies that address environmental
issues.  The first technology will be used to create new products
from recycled tire rubber.

Rosenberg, Rich, Baker, Berman and Company, in Somerset, New
Jersey, issued a "going concern" qualification on the financial
statements for the year ended Dec. 31, 2011, citing negative cash
flow from operations and recurring net losses which raised
substantial doubt about the Company's ability to continue as a
going concern.


BORIS PROPERTIES: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Boris Properties LLC
        P.O. Box 97202
        Las Vegas, NE 89193

Bankruptcy Case No.: 12-15922

Chapter 11 Petition Date: May 17, 2012

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Bruce A. Markell

Debtor's Counsel: Thomas E. Crowe, Esq.
                  2830 S. Jones Blvd. # 3
                  Las Vegas, NV 89146
                  Tel: (702) 794-0373
                  Fax: (702) 794-0734
                  E-mail: tcrowelaw@yahoo.com

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

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

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

The petition was signed by Nancy Jane Boris, managing member.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Nancy Jane Boris                       11-21157   09/02/11


BOTTLED WATER: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Bottled Water Media, Inc.
        1160 Railroad Street
        Corona, CA 92882

Bankruptcy Case No.: 12-22219

Chapter 11 Petition Date: May 17, 2012

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

Judge: Wayne E. Johnson

Debtor's Counsel: William J. Wall, Esq.
                  THE WALL LAW OFFICE
                  9900 Research Dr
                  Irvine, CA 92618-4309
                  Tel: (949) 387-4300
                  Fax: (800) 722-8196
                  E-mail: wwall@wall-law.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 together with the petition is available for free at
http://bankrupt.com/misc/cacb12-22219.pdf

The petition was signed by John P. Regas, chief executive officer.


BOYD GAMING: S&P Puts 'B' Rating on 9.125% Notes on Watch Negative
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' issue-level
rating on Las Vegas-based casino operator Boyd Gaming Corp.'s
9.125% senior notes due 2018 on CreditWatch with negative
implications following the company's announcement that it has
entered into a definitive agreement to acquire Peninsula Gaming
LLC for $1.45 billion. As part of the financing plan, Boyd intends
to add $150 million in incremental revolving credit commitments to
its existing senior secured credit facilities. This would increase
the amount of secured debt ahead of the senior notes, resulting in
lower recovery prospects for the senior notes.

All other ratings, including the 'B' corporate credit rating,
remain unchanged.

Our corporate credit rating on Boyd is unaffected by its
announcement that it has entered into a definitive agreement to
purchase Peninsula Gaming LLC for a total consideration of $1.45
billion. Boyd intends to fund the transaction through:

    $200 million in cash, which Boyd intends to draw from its
    credit facilities ($50 million from its existing revolver and
    $150 million from planned incremental revolving credit
    commitments); and

    About $1.3 billion of debt raised at Peninsula (including an
    approximately $144 million seller's note), which will be used
    to refinance Peninsula's existing debt of approximately $700
    million, fund the cash consideration to the seller, and pay
    transaction-related fees and expenses.

"The purchase price represents an EBITDA multiple of about 7x,
based on Peninsula's trailing-12-month EBITDA of $109 million at
its Iowa and Louisiana properties; an annualized run-rate for
Kansas Star based on its first-quarter 2012 EBITDA of $26.8
million; and corporate expenses of $10 million. In addition to the
purchase price, Boyd will make an additional payment in 2016 if
Peninsula's Kansas Star property generates EBITDA in excess of
$105 million in 2015. Boyd expects the transaction to close in the
second half of 2012," S&P said.

"We believe the proposed transaction will strengthen Boyd's
business risk profile, as Peninsula's assets face limited
competition, have high EBITDA margins compared with other
commercial gaming operators, and are relatively good quality
assets. Additionally, the transaction improves Boyd's geographic
diversity and further lessens its reliance on the Las Vegas locals
market, which has been more challenged than other markets in
recent years. However, based on the proposed terms of the
transaction and incorporating our performance expectations for
Boyd's and Peninsula's operating performance, we expect the
consolidated Boyd and Peninsula entity will remain highly
leveraged at more than 7.5x over the intermediate term. We view
this level of leverage as aligned with a 'B' corporate credit
rating, notwithstanding the improvement to Boyd's business risk
profile," S&P said.


BRIGHT HORIZONS: Moody's Affirms 'B2' Corp. Family Rating
---------------------------------------------------------
Moody's Investors Service affirmed Bright Horizons Family
Solutions LLC's B2 corporate family rating and the Ba2 rating on
the senior secured credit facilities. Moody's expects to assign a
Ba2 rating to the proposed incremental $85 million term loan B
facility due 2017. The ratings outlook remains stable. This action
was prompted by the company's planned acquisition of a London-
based company that operates 27 nurseries. Bright Horizons is
planning to fund the acquisition through the incremental term loan
B facility.

The ratings affirmation reflects Moody's view that on a pro forma
basis, the transaction does not materially change the company's
credit profile.

Rating expected to be assigned:

Proposed $85 million incremental term loan B facility due 2017 at
Ba2 (LGD2, 20%)

Ratings affirmed:

Corporate family rating at B2

Probability of default rating at B2

$75 million senior secured revolving credit facility due 2014 at
Ba2 (LGD2, 20%). Point estimate revised from (LGD2, 19%).

$346 million senior secured tranche B term loan due 2015 at Ba2
(LGD2, 20%). Point estimate revised from (LGD2, 19%).

Ratings Rationale

Bright Horizons leverage, while high, continues to improve. Debt
to EBITDA was 5.6 times for the twelve months ended March 31,
2012, down from 5.7 times and 6.4 times as of 2011 and 2010,
respectively (based on Moody's standard adjustments). Pro forma
for the acquisition, Moody's estimates that debt to EBITDA remains
at 5.6 times. The ratings affirmation reflects Moody's expectation
that the contribution from recent acquisitions, the ramp-up of new
centers, growth in ancillary revenues, tuition increases, and
modest positive mature centers enrollments will contribute to
higher profitability such that credit metrics improve from current
levels. However, the rating also considers that discretionary
capital spending continues to constrain cash flows and that
acquisition activity is contributing to higher debt levels.

As part of the acquisition, Bright Horizons is seeking an
amendment to the credit agreement, which among other things, would
increase the incremental term loan facilities to $85 million from
$50 million and carve out the planned acquisition from the
permitted acquisitions basket.

Moody's expects Bright Horizons to maintain an adequate pro forma
liquidity profile over the next twelve months, supported by an
approximately $21 million cash balance at closing of the
acquisition, expectations for modest positive free cash flow,
available capacity under its revolving credit facility, and
cushion under the financial covenants governing the credit
facility. Weighing in on these factors is an approximately $84
million payment required in connection with the senior PIK notes
in June 2013.

The stable ratings outlook reflects Moody's expectation that
Bright Horizons will improve its enrollment trends and continue to
execute on its child-care center expansion strategy while
generating modest free cash flow such that debt to EBITDA will
continue to improve near-term.

Bright Horizons' ratings could be downgraded if the challenging
environment precludes earnings expansion such that debt to EBITDA
is sustained above 6.0 times. Another material debt financed
acquisition or any weakening of the company's liquidity profile
can also pressure the ratings.

Moody's could consider a positive ratings action to the extent
that debt to EBITDA is sustained below 5.5 times and EBITDA less
capex coverage of interest expense is sustained above 1.5 times.

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

Bright Horizons Family Solutions LLC, based in Watertown
Massachusetts, is a leading provider of center-based child care
and related services, summer camps, vacation care, college
preparation and admissions counseling ("College Coach"), and other
family support services.


BRIGHT HORIZONS: S&P Gives 'BB-' Rating on $85-Mil. Term Loan
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its issue-level
ratings to Watertown, Mass.-based childcare center operator Bright
Horizons Family Solutions Inc.'s $85 million incremental term loan
B due 2015. The term loan is rated 'BB-' (two notches above the
corporate credit rating on the company). "We also assigned the
facility a recovery rating of '1', indicating our expectation of
strong (90% to 100%) recovery for lenders in the event of a
payment default. We affirmed all other ratings, including our 'B'
corporate credit rating. The outlook is stable," S&P said.

The company plans to use the proceeds of the incremental term loan
B, along with $30 million of cash, to fund the $115 million
acquisition of Casterbridge Nurseries Ltd. Pro forma for the
transaction, total debt outstanding as of March 31, 2012, was $911
million.

"Our 'B' corporate credit rating reflects Bright Horizons' high
debt leverage and modest conversion of EBITDA to discretionary
cash flow; we expect credit measures to keep gradually improving
over the intermediate term, despite the company's acquisition
orientation and high capital spending for new center openings, as
a result of relatively steady demand for its services," said
Standard & Poor's credit analyst Hal Diamond. "We view Bright
Horizon's business risk profile as 'fair' because of its position
in employer-sponsored centers, some sensitivity of capacity
utilization rates to high unemployment, and highly competitive
conditions in the fragmented child care business. We view the
company's financial risk profile as 'highly leveraged' because of
its high debt-to-EBITDA ratio, acquisitive growth strategy, and
weak cash flow measures."

"Despite being a small- to medium-sized company, Bright Horizons
is the largest U.S. provider of workplace-based childcare and the
third-largest operator of childcare centers. Childcare services
are provided by clients to their employees to enhance employee
retention. Employer-sponsored centers, which account for two-
thirds of the total, have been less volatile than retail-based
competition. Fixed costs are relatively high, because of
significant lease costs and the company's commitment to
maintaining high center staffing levels to provide superior
customer service. Bright Horizons serves clients across a diverse
group of industries through a broad geographical network,
primarily in North America, but also a presence in the U.K. The
acquisition will increase the overall EBITDA contribution from the
U.K. to roughly 15%, from slightly under 10%," S&P said.


BROADVIEW NETWORKS: Incurs $5.3 Million Net Loss in First Quarter
-----------------------------------------------------------------
Broadview Networks Holdings, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $5.34 million on $88.54 million of
revenue for the three months ended March 31, 2012, compared with a
net loss of $2.03 million on $98.41 million of revenue for the
same period during the prior year.

The Company reported a net loss of $11.9 million for 2011,
compared with a net loss of $18.8 million for 2010.

The Company's balance sheet at March 31, 2012, showed $258.32
million in total assets, $373.35 million in total liabilities and
a $115.03 million total stockholders' deficiency.

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

                        http://is.gd/tIO3w4

                      About Broadview Networks

Rye Brook, N.Y.-based Broadview Networks Holdings, Inc., is a
communications and IT solutions provider to small and medium sized
business ("SMB") and large business, or enterprise, customers
nationwide, with a historical focus on markets across 10 states
throughout the Northeast and Mid-Atlantic United States, including
the major metropolitan markets of New York, Boston, Philadelphia,
Baltimore and Washington, D.C.

Ernst & Young LLP, in New York, N.Y., issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2011.  The independent auditors noted that the
Company has in excess of $300 million of debt due on or before
September 2012.  "In addition, the Company has incurred net losses
and has a net stockholders' deficiency."


BROADWAY FINANCIAL: Incurs $60,000 Net Loss in First Quarter
------------------------------------------------------------
Broadway Financial Corporation reported a net loss of $60,000 on
$5.49 million of total interest income for the three months ended
March 31, 2012, compared with a net loss of $129,000 on $6.57
million of total interest income for the same period during the
prior year.

The Company's balance sheet at March 31, 2012, showed $413.38
million in total assets, $390.59 million in total liabilities and
$22.79 million in total stockholders' equity.

Chief Executive Officer, Wayne Kent Bradshaw stated, "We are
encouraged by positive trends in asset quality, as well as, the
success of strategies to reduce expenses and increase capital."

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

                        http://is.gd/g7Xq6Z

                      About Broadway Financial

Los Angeles, Calif.-based Broadway Financial Corporation was
incorporated under Delaware law in 1995 for the purpose of
acquiring and holding all of the outstanding capital stock of
Broadway Federal Savings and Loan Association as part of the
Bank's conversion from a federally chartered mutual savings
association to a federally chartered stock savings bank.  In
connection with the conversion, the Bank's name was changed to
Broadway Federal Bank, f.s.b.  The conversion was completed, and
the Bank became a wholly owned subsidiary of the Company, in
January 1996.

The Company is currently regulated by the Board of Governors of
the Federal Reserve System ("FRB").  The Bank is currently
regulated by the Office of the Comptroller of the Currency ("OCC")
and the Federal Deposit Insurance Corporation ("FDIC").

Crowe Horwath LLP, in Costa Mesa, California, issued a "going
concern" qualification on the financial statements for the year
ended Dec. 31, 2011.  The independent auditors noted that the
Company has a tax sharing liability to its consolidated subsidiary
that exceeds its available cash.  The liability will be settled
pursuant to the tax sharing agreement on or before April 2, 2012,
at which point the Company will run out of operating cash.  "In
addition, the Company is in default under the terms of a $5
million line of credit with another financial institution lender.
Finally, the Company has sustained recurring operating losses
mainly caused by elevated levels of loan losses, and as discussed
in Note 15, the Company and its Bank subsidiary, Broadway Federal
Bank are both under formal regulatory agreements."


CAPITOL CITY: Reports $148,000 Net Income in First Quarter
----------------------------------------------------------
Capitol City Bancshares, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $148,280 on $3.56 million of total interest income
for the three months ended March 31, 2012, compared with net
income of $85,302 on $3.67 million of total interest income for
the same period a year ago.

The Company reported a net loss of $1.59 million on $8.91 million
of net interest income (before provision for loan losses) for
2011, compared with net income of $37,030 on $8.06 million of net
interest income (before provision for loan losses) for 2010.

The Company's balance sheet at March 31, 2012, showed $299.28
million in total assets, $290.19 million in total liabilities and
$9.08 million in total stockholders' equity.

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

                        http://is.gd/zDH8Ew

                    About Capitol City Bancshares

Atlanta, Georgia-based Capitol City Bancshares, Inc., was
incorporated under the laws of the State of Georgia for the
purposes of serving as a bank holding company for Capitol City
Bank and Trust Company.  The Bank operates a full-service banking
business and engages in a broad range of commercial banking
activities, including accepting customary types of demand and
timed deposits, making individual, consumer, commercial, and
installment loans, money transfers, safe deposit services, and
making investments in U.S. government and municipal securities.

For the year ended Dec. 31, 2011, Nichols, Cauley and Associates,
LLC, in Atlanta, Georgia, expressed substantial doubt about
Capital City Bancshares' ability to continue as a going concern.
The independent auditors noted that the Company is operating under
regulatory orders to, among other items, increase capital and
maintain certain levels of minimum capital.  "As of Dec. 31, 2011,
the Company was not in compliance with these capital requirements.
In addition to its deteriorating capital position, the Company has
suffered significant losses related to nonperforming assets, has
experienced declining levels of liquid assets, and has significant
maturities of liabilities within the next twelve months."


CAPTAIN PROPERTIES: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Captain Properties V, LP
        dba Raintree Apartments
        2025 South Brentwood Boulevard
        Suite 102
        St Louis, MO 63144

Bankruptcy Case No.: 12-44804

Chapter 11 Petition Date: May 17, 2012

Court: United States Bankruptcy Court
       Eastern District of Missouri (St. Louis)

Judge: Barry S. Schermer

Debtor's Counsel: Nicholas A. Franke, Esq.
                  THE FRANKE LAW FIRM LLC
                  P.O. Box 270952
                  St. Louis, MO 63127-0592
                  Tel: (314) 458-6331
                  E-mail: nfranke@frankelawfirm.com

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

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

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

The petition was signed by Mary E. Wolf, manager of Raintree
Partners, LLC, general partner.


CARROLS RESTAURANT: S&P Rates Corp. Credit 'B-'; Outlook Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to Syracuse, N.Y.-based Carrols Restaurant Group
Inc.  The outlook is stable.

"At the same time, we assigned a 'B-' rating, with a recovery of
'4' to the company's proposed $140 million senior secured notes
due 2020. Our '4' recovery rating indicates our expectation of
average (30% to 50%) recovery in the event of a payment default.
According to the company, it will use the proceeds from the notes
to refinance existing debt and fund the remodeling costs of
acquired and existing stores," S&P said.

"The ratings on Carrols reflect Standard & Poor's expectation that
although operating performance will likely continue to improve in
2012, the company's credit metrics will weaken meaningfully
following the spin-off of Fiesta and the offering of the proposed
new notes, with higher debt and a smaller EBITDA base," said
Standard & Poor's credit analyst Helena Song.

"Our assessment of the financial risk is 'highly leveraged.' The
ratings also reflect our assessment of Carrols' business risk
profile as 'vulnerable,'" S&P said.

"The outlook is stable and indicates our belief that Carrols'
operating performance will remain relatively stable while the
company executes its growth plans. Although unlikely in the near
term, we could lower the ratings if weaker-than-expected
performance or aggressive growth initiatives result in inadequate
covenant headroom and pressure on the company's liquidity. On the
other hand, we could raise the ratings if the company successfully
integrates and improves the operating performance at the newly
acquired units, and the trend is supported by adequate liquidity
and improved credit metrics, including debt to EBITDA in the mid-
5x. This could happen if the company improves its EBITDA
meaningfully by about 18%," S&P said.


CHESAPEAKE ENERGY: Aggressive Spending Cues Fitch to Lower Ratings
------------------------------------------------------------------
Fitch Ratings has downgraded Chesapeake Energy's Issuer Default
Rating (IDR) and senior unsecured ratings to 'BB-' from 'BB' and
its preferred stock ratings to 'B' from 'B+'.  Fitch has affirmed
the company's senior secured revolving credit facility at 'BBB-'.
Additionally, Fitch has assigned a rating of 'BB-' to the
company's recent $4 billion senior unsecured term loan.  The
Rating Outlook remains Negative.

The downgrade reflects the company's aggressive spending amid a
period of expected weak natural gas price realizations and
concerns relating to constrained liquidity longer term given the
planned spending.  Near term, Fitch believes that Chesapeake will
be successful in monetizing its Permian assets and executing a
joint venture in its Mississippi Lime properties in Oklahoma and
Kansas.  These proceeds should easily allow the company to repay
the aforementioned $4 billion senior unsecured term loan by year-
end 2012.  Looking beyond these two monetizations, sales and other
monetizations will need to occur to fund a large funding gap this
year and into 2013.  Fitch believes liquidity could remain a
concern given low natural gas prices even post the Permian sale
and Mississippi Lime joint venture.

In the first quarter, the level of spending significantly outpaced
the company's internally generated cash flow by over $3 billion.
Approximate undrawn capacity on the company's $4 billion corporate
revolving credit facility at March 31, 2012 was $1.5 billion.
Currently, the company has approximately $4.7 billion of liquidity
following receipt of the proceeds from the term loan.

The Outlook reflects low natural gas price expectations coupled
with aggressive spending plans for the company which result in a
funding gap in 2012 of approximately $10 billion before planned
asset sales.  If natural gas prices continue to remain weak in
2013 another large funding gap is expected before asset sales.

Liquidity is primarily provided by the company's $4 billion senior
secured revolver due 2015 and proceeds from asset monetizations.
Nearer-term maturities for Chesapeake are $464 million in 2013 and
$1.6 billion in 2015.  Key covenants are primarily associated with
the senior secured credit facility and include maximum debt-to-
book capitalization (70% covenant threshold) and maximum total
debt-to-EBITDA (4.0x covenant level).

Fitch notes that the board has proposed new amendments to the
company's Long-Term Incentive Plan in order to include
consideration of progress toward debt reduction goals, changes in
capital structure, and credit rating upgrades.

Fitch has taken the following actions on Chesapeake Energy:

  -- IIDR downgraded to 'BB-' from 'BB';
  -- Senior unsecured debt downgraded to 'BB-' from 'BB';
  -- Senior secured revolving credit facility affirmed at 'BBB-';
  -- Convertible preferred stock downgraded to 'B' from 'B+'.

In addition Fitch assigned the following rating:

  -- $4 billion senior unsecured term loan 'BB-'.

The Rating Outlook is Negative.



CHESAPEAKE ENERGY: S&P Rates $4-Bil. Sr. Unsecured Term Loan 'BB-'
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating to
Chesapeake Energy Corp.'s $4 billion senior unsecured term loan
due Dec. 2, 2017. "The recovery rating is '3', which indicates our
expectation of meaningful recovery (50% to 70%) in the event of
a default," S&P said.

Standard & Poor's lowered the ratings on Chesapeake on April 26,
2012, and again on May 15, 2012. The downgrades reflected a
confluence of factors, including turmoil over revelations about
its CEO's personal financial transactions and increased funding
risks stemming from weak internal cash generation and very heavy
capital expenditures.

"Our corporate credit rating on Chesapeake is 'BB-' and the rating
outlook is negative," S&P said.

"Chesapeake recently announced that it had entered into a $4.0
billion unsecured term loan facility, maturing in 2017, with
proceeds to be used to repay borrowings under the company's
existing corporate revolving credit facility. Borrowings may be
repaid at any time this year without penalty, and Chesapeake has
stated it intends to do so, out of asset sale proceeds. Although
this transaction enhances Chesapeake's near-term financial
flexibility, it is costly for Chesapeake: the newly-issued debt
carries an initial variable annual interest rate through Dec. 31,
2012, of LIBOR plus 7.0%, which is currently 8.5%, given the 1.5%
LIBOR floor in the loan agreement. Subject to certain limitations,
the interest rate would step up to a fixed rate of 11.5% if the
loan is not repaid by May 11, 2013," S&P said.

RATINGS LIST
Chesapeake Energy Corp.
Corporate credit rating                  BB-/Negative/--

New Rating
$4 billion senior unsecured term loan    BB-
  Recovery rating                         3


CHINA EXECUTIVE: Incurs $497,000 Net Loss in First Quarter
----------------------------------------------------------
China Executive Education Corp. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of US$497,042 on US$1.25 million of revenue for the three
months ended March 31, 2012, compared with a net loss of US$2.91
million on US$553,056 of revenue for the same period during the
prior year.

The Company reported a net loss of US$5.47 million in 2011,
compared with a net loss of US$8.54 million in 2010.

The Company's balance sheet at March 31, 2012, showed US$10.14
million in total assets, US$27.32 million in total liabilities and
a US$17.17 million total stockholders' deficiency.

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

                        http://is.gd/vg9Jrm

                       About China Executive

Hangzhou, China-based China Executive Education Corp. is an
executive education company with operations in Hangzhou and
Shanghai, China.  It operates comprehensive business training
programs that are designed to fit the needs of Chinese
entrepreneurs and to improve their leadership, management and
marketing skills, as well as bottom-line results.

Albert Wong & Co, in Hong Kong, China, issued a "going concern"
qualification on the financial statements for the year ended
Dec. 31, 2011.  The independent auditors noted that the Company
has accumulated deficits as at Dec. 31, 2011, of $17,466,892
including net losses of $5,478,202 for the year ended Dec. 31,
2011, which raised substantial doubt about the Company's ability
to continue as a going concern


CINTEL CORP: Delays Form 10-Q for First Quarter
-----------------------------------------------
Cintel Corp. informed the U.S. Securities and Exchange Commission
that it will be delayed in filing its quarterly report on Form
10-Q for the period ended March 31, 2012.  The Company said the
compilation, dissemination and review of the information required
to be presented in the Form 10-Q has imposed time constraints that
have rendered timely filing of the Form 10-Q impracticable without
undue hardship and expense to the registrant.  The Company
undertakes the responsibility to file that report no later than
five days after its original prescribed due date.

                         About Cintel Corp.

Henderson, Nev.-based Cintel Corp. has no current operations.
Until Dec. 31, 2009, the Company's operations were conducted
through its subsidiaries, Phoenix Digital Tech ("PDT"), Phoenix
Semiconductor Telecommunication Suzhou ("PSTS"), and Bluecomm and
its indirect subsidiary BKLCD.  Upon transfer of the shares of its
operating subsidiaries, the company has no current operations.
The Company maintains a 19% interest in PSTS and 2.1% interest in
PDT.

The Company's principal business objective for the next 12 months
and beyond that time will be to achieve long-term growth potential
through a combination with a business rather than immediate,
short-term earnings.

The Company reported a net loss of $2.3 million on $0 revenue for
2010, compared with a net loss of $14.8 million on $0 revenue for
2009.  The Company also reported a net loss of $1.50 million on $0
of net revenues for the nine months ended Sept. 30 2011.

The Company has not engaged in active business later 2009.
Accordingly, the Company generated no revenue for the three and
nine months ended Sept. 30, 2011, and for the corresponding period
in 2010.

The Company's balance sheet at Sept. 30, 2011, showed
$12.43 million in total assets, $36.09 million in total
liabilities, and a $23.65 million total stockholders' deficit.

Kim & Lee Corporation, in Los Angeles, California, expressed
substantial doubt about Cintel's ability to continue as a going
concern.  The independent auditors noted that the Company incurred
a net loss of $2.3 million during the year ended Dec. 31, 2010,
and, as of that date, had a working capital deficiency of
$12.8 million, and a stockholders' deficit.


CHRISTIAN BROTHERS: Sells Property, Seeks Longer Exclusivity
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports the Christian Brothers' Institute for a third time is
requesting an extension of the exclusive right to propose a
Chapter 11 plan dealing with what it calls an "onslaught of
litigation and claims" regarding sexual abuse.  If approved by the
U.S. Bankruptcy Court in White Plains, New York, at a June 15
hearing, so-called plan exclusivity would be pushed out by four
months to Oct. 26.

The report notes that of the 20 parcels of real property the
institute owns, four are for sale, two already were sold, and a
third is under contract awaiting auction.  More than $13 million
was raised from selling two properties, one a former school in
Harlem.  The property under contract has a price of $8.5 million.

The institute says it can't formulate a plan until it knows the
extent of claims. The deadline for filing sexual-abuse claims is
Aug. 1.

                About Christian Brothers' Institute

The Christian Brothers' Institute in New Rochelle, New York, is a
domestic not-for-profit 501(c)(3) corporation organized under Sec.
102(a)(5) of the New York Not-for-Profit Corporation Law.  CBI was
formed to establish, conduct and support Catholic elementary and
secondary schools principally throughout New York State.

The Christian Brothers of Ireland, Inc., in Chicago, Illinois, is
a domestic not-for-profit 501(c)(3) corporation organized under
the Not-for-Profit Corporation Law of the State of Illinois.  CBOI
was formed to establish, conduct and support Catholic elementary
and secondary schools principally throughout the State of
Illinois, as well as other spiritual and temporal affairs of the
former Brother Rice Province of the Congregation of Christian
Brothers.

CBI and CBOI depend upon grants and donations to fund a portion of
their operating expenses.

The Christian Brothers' Institute and The Christian Brothers of
Ireland filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case Nos. 11-22820 and 11-22821) on April 28, 2011.  The
Christian Brothers' Institute disclosed assets of $63.4 million
and $8.48 million in liabilities.  CBOI estimated its assets at
$500,000 to $1 million and debts at $1 million to $10 million.

The Debtors tapped Scott S. Markowitz, Esq., at Tarter Krinsky &
Drogin LLP as bankruptcy counsel and Omni Management Group as
claims agent.  The official committee of unsecured creditors
retained Pachulski Stang Ziehl & Jones LLP as counsel and Wall
Enterprises as consultant.


CIRCUS AND ELDORADO: To File Capital Research-Backed Plan Shortly
-----------------------------------------------------------------
Circus and Eldorado Joint Venture and an affiliate, Silver Legacy
Capital Corp., sought Chapter 11 protection (Bankr. D. Nev. Case
Nos. 12-51156 and 12-51157) on May 17, 2012.

A first-day hearing was held on May 18.  At the hearing, the
Bankruptcy Court granted interim approval to the Debtors' request
to, among other things, use cash collateral, pay claims under the
Perishable Agricultural Commodities Act Of 1930, honor customer
obligations.

The Debtors' Silver Legacy Resort Casino, a 19th century silver
mining themed hotel and casinos, opened in July 1995 with a
capital investment of over $360 million.  The business was
impacted by the national and local recessions, the slow pace of
the economic recovery and the effects of high unemployment,
weakness in the housing market and general concerns about the
economy on consumer confidence, discretionary spending levels and
travel patterns.  Accordingly, the Debtors were unable to repay
the $142.8 million principal amount outstanding under 10.125%
mortgage notes as of their maturity in March 2012 and has not made
any interest payments since September 2011.

Circus and Eldorado disclosed $264 million in assets and $174
million in liabilities as of March 31, 2012.  It has $142.8
million of secured debt.

                      Restructuring Plan

The Debtors have entered into a Restructuring Support Agreement
with Capital Research and Management Company, a holder of a
substantial portion of the mortgage notes.  A copy of the RSA
dated March 15, 2012, is available for free at http://is.gd/diDPh3

The Debtors intend to promptly file with the bankruptcy court a
Chapter 11 plan that will contain creditor treatments that have
already been negotiated with and agreed to by creditor
constituents.

The RSA contemplates that the proposed plan will be filed no later
than June 1, 2012.  The Debtors are also required to obtain
approval of the explanatory disclosure statement within 45 days
after the Petition Date and obtain confirmation of the Plan 60
days later.

The Plan will provide for the "consensual treatment" that has been
negotiated with Capital Research that will be available to holders
of mortgage notes if the class of creditors votes to accept the
Plan.  If the holders of the notes do not vote to accept he Plan,
the Plan will provide for a "non-consensual treatment" and the
Debtors may seek confirmation through cram down under 11 U.S.C.
Sec. 1129(b).

If the holders of the mortgage notes accept the Plan, holders of
the notes would receive (a) an approximate $100 million cash
payment funded through a combination of (i) a new $70 million
first lien term loan facility, and (ii) a $15 million aggregate
cash contribution from the partners, and (iii) $15 million from
the Debtors' existing cash balances, and (b) the issuance of $27.5
million in new second lien notes.

Attorneys at Milbank, Tweed, Hadley & McCloy LLP serve as counsel
to the Debtors.  FTI Consulting Inc. is the financial advisor.
Kurtzman Carson Consultants LLC is the claims and notice agent.

A meeting of creditors is scheduled for June 25, 2012 at 2:00 p.m.
Creditors, other than governmental units, are required to submit
their proofs of claim within 90 days after the meeting.
Governmental units are required to submit their claims 180 days
after the date of the order for relief.

                     About Circus and Eldorado

Reno, Nevada-based Circus and Eldorado Joint Venture, doing
business as Silver Legacy Resort Casino, owns and operates the
Silver Legacy Resort Casino, a themed hotel-casino and
entertainment complex in Reno, Nevada.  Silver Legacy Resort
Casino is a 35-story, 1,700-room hotel that opened in 1995 at a
cost of $350 million.

CEJV is a joint venture of affiliates of MGM Resorts International
and Eldorado Resorts LLC.

CEJV reported a net loss of $4.0 million on $95.6 million of
revenues for nine months ended Sept. 30, 2011, compared with a net
loss of $3.7 million on $95.1 million of revenues for the same
period last year.

The Company did not make the required principal payment of its
10.125% mortgage notes on the maturity date of March 1, 2012.  The
company also elected not to make the scheduled interest payment.

As a result, an aggregate of $142,800,000 principal amount of
Notes were outstanding and accrued interest of $7,229,250 on the
Notes, as of March 1, 2012, is due and payable.


CIRCUS AND ELDORADO: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Circus And Eldorado Joint Venture
        aka Silver Legacy Resort Casino
        407 North Virginia Street
        Reno, NV 89501

Bankruptcy Case No.: 12-51156

Chapter 11 Petition Date: May 17, 2012

Court: U.S. Bankruptcy Court
       District of Nevada (Reno)

Judge: Bruce T. Beesley

Debtors' Counsel: Paul S. Aronzon, Esq.
                  Thomas P. Kreller, Esq.
                  MILBANK, TWEED, HADLEY & McCLOY LLP
                  601 South Figueroa Street, 30th Floor
                  Los Angeles, CA 90017
                  Tel: (213) 892-4000
                  Fax: (213) 629-5063
                  http://www.milbank.com

Debtors'
Co-Counsel:       Sallie B. Armstrong, Esq.
                  DOWNEY BRAND LLP
                  427 W. Plumb Lane
                  Reno, NV 89509
                  Tel: (775) 329-5900
                  E-mail: sarmstrong@downeybrand.com

Debtors'
Financial
Advisor:          FTI CONSULTING INC.

Debtors'
Claims
Agent:            KURTZMAN CARSON CONSULTANTS LLC

Total Assets: $264 million as of March 31, 2012

Total Liabilities: $174 million as of March 31, 2012

The petitions were signed by Stephanie D. Lepori, chief financial
officer.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Silver Legacy Capital Corp.           12-51157            05/17/12

Debtors' Consolidated List of their 20 Largest Unsecured
Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
State of Nevada Gaming Control     Taxes                  $365,078
Board
P.O. Box 8004
Carson City, NV 89702-8004
E-mail: gcbresch@gcb.nv.gov

International Game Technology      Trade Debt             $310,809
Department 7866
Los Angeles, CA 90088-7866
E-mail: gent.culver@igt.com

State of Nevada Department of      Taxes                  $310,514
Taxation
1550 E. College Parkway, No. 115
Carson City, NV 89706-7939
E-mail: wchisel@tax.state.nv.us

Media Aperture                     Trade Debt             $310,227
1111 H. Street, Suite 201
Sacramento, CA 95814
E-mail: phoffman@mediaaperture.com

City of Reno ? Assessment          Taxes                  $260,894
Retrac/Downtown
P.O. Box 5000, Unit #53
Portland, OR 97205-5000
E-mail: hardestys@cityofreno.com

City of Reno ? Sewer               Trade Debt             $169,560
E-mail: renosewer@reno.gov

WMS Gaming                         Trade Debt             $159,876
E-mail: klochiatto@wms.com

Bally Technologies Inc.            Trade Debt             $141,738
E-mail: Ndavidson@ballytech.com

Associated Laundry Management      Trade Debt             $140,513
E-mail: giaconsult@aol.com

Harrah?s Reno                      Trade Debt             $137,500
E-mail: ttrenton@harrahs.com

Sierra Meat Co.                    Trade Debt             $119,610

NV Energy                          Trade Debt              $98,000
E-mail: mfritz@nvenergy.com

Shuffle Master Inc.                Trade Debt              $97,301
E-mail: Dhorton@shufflemaster.com

Southern Wine & Spirits Inc.       Trade Debt              $87,128
E-mail: tking@southernwine.com

CSG Direct Inc.                    Trade Debt              $80,048
E-mail: micael@csgdirect.com

Desert Gold                        Trade Debt              $78,828
E-mail: Gene_Krause@desertgoldfoods.com

Bonanza Produce Company Inc.       Trade Debt              $74,126
E-mail: johnburrows5@aol.com

Hotel Internet Services            Trade Debt              $70,463
E-mail: gary@hotelwifi.com

Harris Ranch Beef Company          Trade Debt              $65,332
E-mail: rkettle@harrisranch.com

Sysco                              Trade Debt              $64,737
E-mail: Rispler.John@sac.sysco.com


CIRCUS AND ELDORADO: Moody's Withdraws 'Ca' CFR & 'D' PDR
---------------------------------------------------------
Moody's Investors Service withdrew Circus and Eldorado Joint
Venture's ratings following the May 17, 2012 announcement that the
company has voluntarily filed for relief under Chapter 11 of the
United States Bankruptcy Code.
Ratings withdrawn:

Corporate Family Rating at Ca

Probability of Default Rating at D

$143 million 10.125% senior secured notes at Ca (LGD 4, 67%)

Speculative Grade Liquidity Rating at SGL-4

The principal methodology used in rating Circus & Eldorado Joint
Venture 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.

Circus & Eldorado Joint Venture, a 50/50 joint venture between
Eldorado Limited Liability Company and Galleon, Inc., owns and
operates the Silver Legacy Resort Casino in Reno, Nevada. The
company generates annual net revenues of approximately $120
million.


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

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

Senior Unsecured (domestic currency) ratings of A3, on review for
downgrade

Senior Unsecured (foreign currency) ratings of A3/(P)A3, on review
for downgrade

Senior Unsecured MTN Program (domestic currency) ratings of (P)A3,
on review for downgrade

Subordinate (domestic and foreign currency) ratings of Baa1, on
review for downgrade

Subordinate MTN Program (domestic currency) ratings of (P)Baa1, on
review for downgrade

Junior Subordinate (domestic currency) ratings of Baa3, on review
for downgrade (hyb)

Preferred Stock Non-cumulative (domestic currency) ratings of Ba2,
on review for downgrade (hyb)

Senior Unsecured Shelf (domestic currency) ratings of (P)A3, on
review for downgrade

Subordinate Shelf (domestic currency) ratings of (P)Baa1, on
review for downgrade

Junior Subordinate Shelf (domestic currency) ratings of (P)Baa3,
on review for downgrade

Preferred Shelf (domestic currency) ratings of (P)Ba1, on review
for downgrade

Preferred shelf -- PS2 (domestic currency) ratings of (P)Ba2, on
review for downgrade

Commercial Paper (domestic currency) ratings of P-2

Other Short Term (domestic/foreign currency) ratings of (P)P-2

Citibank, N.A.

Long Term Issuer rating of A1, on review for downgrade

Senior Unsecured MTN Program (domestic currency) ratings of (P)A1,
on review for downgrade

Long Term Bank Deposits (domestic currency) ratings of A1, on
review for downgrade

Long Term Deposit Note/CD Program (domestic currency) ratings of
A1, on review for downgrade

Long Term Other Senior Obligations ratings of A1, on review for
downgrade

Bank Financial Strength ratings of C-, on review for downgrade

Short Term Bank Deposits (domestic currency) ratings of P-1, on
review for downgrade

Other Short Term (domestic currency) ratings of (P)P-1, on review
for downgrade

Short Term Other Senior Obligations ratings of P-1, on review for
downgrade

BACKED Senior Unsecured (domestic currency) ratings of Aaa

Associates Corporation of North America

Long Term Issuer rating of A3, on review for downgrade

Senior Unsecured (domestic currency) ratings of A3, on review for
downgrade

Citibank International Plc

Senior Unsecured (domestic and foreign currency) ratings of A2,on
review for downgrade

Senior Unsecured MTN Program (domestic and foreign currency)
ratings of (P)A2, on review for downgrade

Long Term Bank Deposits (foreign currency) ratings of A2, on
review for downgrade

Bank Financial Strength ratings of C-, on review for downgrade

Subordinate MTN Program (foreign currency) ratings of (P)A3, on
review for downgrade

Short Term Bank Deposits (foreign currency) ratings of P-1, on
review for downgrade

Other Short Term (domestic/foreign currency) ratings of (P)P-1, on
review for downgrade

Citibank, N.A. (London Branch)

Senior Unsecured (foreign currency) ratings of A1, on review for
downgrade

Senior Unsecured MTN Program (foreign currency) ratings of (P)A1,
on review for downgrade

Other Short Term (foreign currency) ratings of (P)P-1, on review
for downgrade

Citicorp

Subordinate (domestic currency) ratings of Baa1, on review for
downgrade

BACKED Subordinate (domestic currency) ratings of Baa1, on review
for downgrade

CitiFinancial Credit Company

Long Term Issuer rating of A3, on review for downgrade

Senior Unsecured (domestic currency) ratings of A3, on review for
downgrade

Citigroup Finance Canada Inc

BACKED Senior Unsecured (domestic currency) ratings of A3, on
review for downgrade

BACKED Senior Unsecured MTN Program (domestic currency) ratings of
(P)A3, on review for downgrade

Citigroup Funding, Inc.

Long Term Issuer (domestic currency) rating of A3, on review for
downgrade

Senior Unsecured (domestic currency) ratings of A3, on review for
downgrade

Short Term Issuer (domestic currency) rating of P-2

BACKED Senior Unsecured (domestic currency) ratings of Aaa/(P)A3

BACKED Senior Unsecured (foreign currency) ratings of A3/(P)A3, on
review for downgrade

BACKED Senior Unsecured MTN Program (domestic currency) ratings of
(P)A3, on review for downgrade

BACKED Subordinate MTN Program (domestic currency) ratings of
(P)Baa1, on review for downgrade

BACKED Commercial Paper (domestic currency) ratings of P-2

Citigroup Global Markets Holdings Inc.

Long Term Issuer rating of A3, on review for downgrade

Senior Unsecured (domestic and foreign currency) ratings of A3, on
review for downgrade

BACKED Senior Unsecured (domestic currency) ratings of A3, on
review for downgrade

Citigroup Global Markets Inc.

BACKED Senior Secured (domestic and foreign currency) ratings of
A3, on review for downgrade

BACKED Senior Secured MTN Program (domestic currency) ratings of
(P)A3, on review for downgrade

Egg Banking Plc

BACKED Subordinate (domestic currency) ratings of Baa1, on review
for downgrade

BACKED Junior Subordinate (domestic currency) ratings of Ba1, on
review for downgrade (hyb)

Source One Mortgage Services Corporation

Senior Unsecured (domestic currency) ratings of A3, on review for
downgrade

Citigroup Capital III

BACKED Preferred Stock (domestic currency) ratings of Baa3, on
review for downgrade (hyb)

Citigroup Capital VII

BACKED Preferred Stock (domestic currency) ratings of Baa3, on
review for downgrade (hyb)

BACKED Preferred Shelf (domestic currency) ratings of (P)Baa3, on
review for downgrade

Citigroup Capital VIII

BACKED Preferred Stock (domestic currency) ratings of Baa3, on
review for downgrade (hyb)

BACKED Preferred Shelf (domestic currency) ratings of (P)Baa3, on
review for downgrade

Citigroup Capital IX

BACKED Preferred Stock (domestic currency) ratings of Baa3, on
review for downgrade (hyb)

BACKED Preferred Shelf (domestic currency) ratings of (P)Baa3, on
review for downgrade

Citigroup Capital X

BACKED Preferred Stock (domestic currency) ratings of Baa3, on
review for downgrade (hyb)

BACKED Preferred Shelf (domestic currency) ratings of (P)Baa3, on
review for downgrade

Citigroup Capital XI

BACKED Preferred Stock (domestic currency) ratings of Baa3, on
review for downgrade (hyb)

Citigroup Capital XII

BACKED Preferred Stock (domestic currency) ratings of Baa3, on
review for downgrade (hyb)

Citigroup Capital XIII

BACKED Preferred Stock (domestic currency) ratings of Baa3, on
review for downgrade (hyb)

BACKED Preferred Shelf (domestic currency) ratings of (P)Baa3, on
review for downgrade

Citigroup Capital XIV

BACKED Preferred Stock (domestic currency) ratings of Baa3, on
review for downgrade (hyb)

Citigroup Capital XV

BACKED Preferred Stock (domestic currency) ratings of Baa3, on
review for downgrade (hyb)

Citigroup Capital XVI

BACKED Preferred Stock (domestic currency) ratings of Baa3, on
review for downgrade (hyb)

Citigroup Capital XVII

BACKED Preferred Stock (domestic currency) ratings of Baa3, on
review for downgrade (hyb)

Citigroup Capital XVIII

BACKED Preferred Stock (domestic currency) ratings of Baa3, on
review for downgrade (hyb)

Citigroup Capital XIX

BACKED Preferred Stock (domestic currency) ratings of Baa3, on
review for downgrade (hyb)

Citigroup Capital XX

BACKED Preferred Stock (domestic currency) ratings of Baa3, on
review for downgrade (hyb)

Citigroup Capital XXI

BACKED Preferred Stock (domestic currency) ratings of Baa3, on
review for downgrade (hyb)

Citigroup Capital XXXI

BACKED Preferred Stock (domestic currency) ratings of Baa3, on
review for downgrade (hyb)

RECENT CREDIT DEVELOPMENTS

Citibank's Ratings (A1 for Deposits) are Under Review for Possible
Downgrade, including its Prime-1.

Citigroup Inc's Long-Term Ratings (A3 for Senior Debt) are Under
Review for Possible Downgrade. Citigroup Inc's Prime-2 Rating was
Affirmed.

On February 15, 2012, Moody's placed long-term and short-term
ratings of Citibank N.A. on review for possible downgrade. Moody's
also placed the long-term ratings of Citigroup Inc and the
entities that it guarantees (including Citigroup Funding Inc)
under review for possible downgrade. The Prime-2 short-term rating
at the holding company was affirmed. The review was prompted by
the risks presented to Citigroup's bondholders by its capital-
market activities. Citigroup's reappraisal was part of a major
review affecting 16 other major global capital-market firms. For
further detail please see the Moody's report titled, "Challenges
For Firms With Global Capital Market Operations: Moody's Rating
Reviews and Rationale," published in February 15th, 2012.

Focus of the Review

During the review, Moody's will consider the structural
vulnerabilities in the business models of global investment banks,
which include the confidence-sensitivity of customers and funding
counterparties, risk management and governance challenges, as well
as a high degree of interconnectedness and opacity. In addition,
rapidly-changing risk positions expose these firms to unexpected
losses that can overwhelm the resources of even the largest, most
diversified groups. Such challenges caused several issuers to fail
or to avoid failure only upon the receipt of external support
during the 2008 financial crisis.

Additional challenges have also emerged for banks with significant
capital markets activities. These challenges include more fragile
funding conditions, wider credit spreads, increased regulatory
burdens and a very challenging macroeconomic and market
environment. Some of these risks have been mitigated in part by
changes to business models as well as higher regulatory capital
and liquidity requirements, but they have not been eliminated.
Furthermore these adverse trends have placed acute pressure on
profitability and increased the scope of restructuring of core
business activities required by many firms to generate equity
returns expected by shareholders.

The combination of changed operating conditions and increased
regulatory requirements and restrictions has diminished longer-
term profitability and growth prospects. While Moody's had
initially expected standalone credit profiles to recover once the
acute phase of the crisis passed, Moody's now views these
challenges as structural features of global investment banks.
Moody's credit analysis is reflecting these challenges through
greater emphasis on certain key rating factors in Moody's
methodologies, as discussed in the above-mentioned report,
published on February 15th, 2012.

In addition to these issues, Moody's will continue to incorporate
the vulnerability Citigroup faces to its credit profile if the
economy went into a recession with emphasis on its US consumer
portfolio. The review will also incorporate Citigroup's positive
credit actions of the past few years, including the building of a
robust liquidity profile at its bank and non-bank entities,
increasing its capital, and improving its risk-management regime
after major risk management failures that required a government
bailout in 2008.

Rating Outlook

The ratings are under review for possible downgrade.

What Could Change the Rating - Up

As Citigroup's ratings are under review for possible downgrade,
Moody's sees no upward pressure in Citigroup's Moody's ratings.

What Could Change the Rating - Down

- See the above Focus of the Review section of this report.

- Moody's could further reduce its systemic support assumptions,
which would negatively impact the deposit and senior-debt ratings.
(The current review is not considering lowering Moody's
government-support assumptions on Citigroup).

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


CLAIRE'S STORES: Sees $341 Million Net Sales in First Quarter
-------------------------------------------------------------
Claire's Stores, Inc., expects to report net sales of $341 million
for the 2012 first quarter, a decrease of $6 million, or 1.7%,
compared to the 2011 first quarter.  An increase in new store
sales was offset by decreases in same store sales, closed stores
and foreign currency translation effect of the Company's foreign
location's sales.  Net sales would have decreased 0.1% excluding
the impact from foreign currency rate changes.

Consolidated same store sales decreased 3.0% in the 2012 first
quarter.  In North America, same store sales decreased 1.7%, while
in Europe, same store sales decreased 5.5% in the 2012 first
quarter.

At April 28, 2012, cash and cash equivalents were $170 million,
including restricted cash of $4 million and the Company's
Revolving Credit Facility continued to be undrawn.  In the 2012
first quarter, the Company paid down $489.8 million of
indebtedness under the Company's senior secured term loan from the
net proceeds of Senior Secured First Lien Notes.

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

                        http://is.gd/56MIDN

                       About Claire's Stores

Claire's Stores, Inc. -- http://www.clairestores.com/-- operates
as a specialty retailer of fashion accessories and jewelry for
preteens and teenagers, as well as for young adults in North
America and internationally.  It offers jewelry products that
comprise costume jewelry, earrings, and ear piercing services; and
accessories, including fashion accessories, hair ornaments,
handbags, and novelty items.

Based in Pembroke Pines, Florida, Claire's Stores operates under
two brands: Claire's(R), which operates worldwide and Icing(R),
which operates only in North America.  As of Jan. 31, 2009,
Claire's Stores, Inc., operated 2,969 stores in North America and
Europe.  Claire's Stores also operates through its subsidiary,
Claire's Nippon, Co., Ltd., 213 stores in Japan as a 50:50 joint
venture with AEON, Co., Ltd.  The Company also franchises 198
stores in the Middle East, Turkey, Russia, South Africa, Poland
and Guatemala.

The Company's balance sheet at Jan. 28, 2012, showed $2.76 billion
in total assets, $2.78 billion in total liabilities and $22.29
million stockholders' deficit.

                        Bankruptcy Warning

If the Company is unable to generate sufficient cash flow and is
otherwise unable to obtain funds necessary to meet required
payments of principal, premium, if any, and interest on its
indebtedness, or if the Company otherwise fail to comply with the
various covenants, including financial and operating covenants in
the instruments governing its indebtedness, the Company could be
in default under the terms of the agreements governing those
indebtedness.  In the event of that default:

      * the holders of those indebtedness may be able to cause all
        of the Company's available cash flow to be used to pay
        those indebtedness and, in any event, could elect to
        declare all the funds borrowed thereunder to be due and
        payable, together with accrued and unpaid interest;

      * the lenders under the Company's Credit Facility could
        elect to terminate their commitments thereunder, cease
        making further loans and institute foreclosure proceedings
        against the Company's assets; and

      * the Company could be forced into bankruptcy or
        liquidation.


CLIFF STREET: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Cliff Street Realty, LLC
        25 Cliff Street
        New Rochelle, NY 10801

Bankruptcy Case No.: 12-22965

Chapter 11 Petition Date: May 18, 2012

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

Judge: Robert D. Drain

Debtor's Counsel: Arlene Gordon-Oliver, Esq.
                  ARLENE GORDON-OLIVER, P.C.
                  Westchester Financial Center
                  50 Main Street, Suite 1000
                  White Plains, NY 10606
                  Tel: (914) 682-2113
                  Fax: (914) 682-2114
                  E-mail: ago@gordonoliverlaw.com

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

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

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

The petition was signed by Gelsominia Tassone, managing member.


COACH AMERICA: Stagecoach's Megabus to Buy 9 Operations
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Stagecoach Group LLC said it has agreed to buy
nine operations belonging to Coach America Holdings Inc. for
$134.2 million.  Coach America has the option of requiring U.K.-
based Stagecoach to buy another 85 buses for an additional
$25.6 million.  The acquired businesses are in eight states,
including Texas, California and Georgia.  The acquisition will
allow Stagecoach to expand its Megabus operation.  The sale is
awaiting formal approval by the U.S. Bankruptcy Court in Delaware.

                      About Coach America

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

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

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

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

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


COALINGA REDEVELOPMENT: S&P Affirms 'BB' Rating on 2009 TABs
------------------------------------------------------------
Standard & Poor's Ratings Services removed its ratings on Coalinga
Redevelopment Agency, Calif.'s series 2009 C tax allocation bonds
(TABs) from CreditWatch, where they were placed with negative
implications Oct. 14, 2011. At the same time, Standard & Poor's
affirmed its 'BB' long-term rating, with a negative outlook, on
the bonds.

"Although we have removed the TABs from CreditWatch, the negative
outlook reflects our assessment of declining assessed value in the
project area that has resulted in insufficient pledged revenue and
the agency's reliance on unpledged revenue and cash or a recovery
in the tax base to cover annual debt service without its use of
the debt service reserves," said Standard & Poor's credit analyst
Sussan Corson.

"Should AV trends fail to stabilize in the next year we could
lower the rating. In addition, should Coalinga Redevelopment
Agency use its debt service reserve, rather than available cash or
unpledged tax increment revenue, to cover debt service payments in
the next year, we could lower the rating into the next category,"
S&P said.

The rating reflects what S&P views as the agency's:

    Declining assessed value (AV), which has reduced coverage by
    pledged statutory pass-through tax increment to below 1x,
    although the rate of decline has slowed in the past two years;

    High volatility ratio of the tax base that determines the
    pledged statutory pass-through payments; and

    Fully funded debt service reserve fund with $65,350 in cash.

The rating also reflects the project area's location within the
City of Coalinga, with high unemployment levels and low per capita
income.

Securing the series C bonds is a first lien on certain pass-
through payments to West Hills Community College District and
Coalinga from the project area.

The project area encompasses approximately 1,116 acres, covering
about 60% of Coalinga, which is in Fresno County, about 200 miles
southeast of San Francisco and 200 miles northwest of Los Angeles.


CONLEY HOLDINGS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Conley Holdings, LLC
        dba Santa Fe Square
        fka Conley Printing, LLC
        fka Citizen Printing, LLC
        7000 E Tanque Verde Rd
        Suite 11
        Tucson, AZ 85715

Bankruptcy Case No.: 12-11105

Chapter 11 Petition Date: May 18, 2012

Court: United States Bankruptcy Court
       District of Arizona (Tucson)

Judge: James M. Marlar

Debtor's Counsel: Kasey C. Nye, Esq.
                  QUARLES & BRADY LLP
                  One S. Church Ave., #1700
                  Tucson, AZ 85701
                  Tel: (520) 770-8717
                  Fax: (520) 770-2203
                  E-mail: kasey.nye@quarles.com

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

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

A copy of the list of 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/azb12-11105.pdf

The petition was signed by James E. Conley, Jr., president/chief
executive officer.


DEWEY & LEBOEUF: Prepares for Possible Bankruptcy
-------------------------------------------------
Megan Leonhardt at Bankruptcy Law360 reports that as partners
continued to flee the washed-up firm Friday, Dewey & LeBoeuf LLP
reportedly began to prepare for a possible liquidation of its
remaining assets through a bankruptcy filing.

Dewey's remaining staff and outside advisers were readying a
bankruptcy petition to be filed sometime during the next few
weeks, an unidentified source familiar with the matter told the
Wall Street Journal on Friday, Law360 relates.

                       About Dewey & LeBoeuf

Dewey & LeBoeuf was formed by the 2007 merger of Dewey Ballantine
LLP and LeBoeuf, Lamb, Greene & MacRae LLP.  At its peak, Dewey
employed about 2,000 people -- roughly 1,000 lawyers in 25 offices
across the globe and the other half support staff including legal
secretaries, mailroom clerks and paralegals.

The firm is trying to stave off bankruptcy amid struggles with
high debt and partner defections.  Dewey has lost more than 40% of
its partners since January.  The firm is being investigated by the
New York District Attorney for alleged false statements by former
chairman Stephen Davis.

In April 2012, The Wall Street Journal reported that Greenberg
Traurig LLP has called off discussions on a possible deal with
Dewey, and that Dewey is in talks with Washington D.C.-based
Patton Boggs LLP.

On May 4, the firm sent "conditional advance notice" to all US
employees under the Federal WARN Act that their employment may be
terminated. The letter advised all employees of their rights under
Federal and New York State law in the event of termination.  The
letter provided the firm's first formal acknowledgement to
employees that the firm could ultimately close

On May 10, the U.S. Pension Benefit Guaranty Corporation said it
would take responsibility for three pension plans covering 1,800
current and future retirees at Dewey.  The plans were underfunded
by $80 million, the agency said.

Dewey has pursued talks with bank lenders that include JPMorgan
Chase and Citigroup to renegotiate a $100 million credit line.
Dewey is facing a May 15 deadline with a syndicate of banks,
according to WSJ.


DIPPIN' DOTS: Fischer Closes $12.7 Million Acquisition
------------------------------------------------------
Don Mecoy at NewsOK reports that Oklahoma City investors have
closed their $12.7 million deal to buy Dippin' Dots Inc. out of
bankruptcy.

According to the report, Dippin' Dots LLC's acquisition of the
flash-frozen ice cream company closed on May 18, 2012, after the
U.S. Bankruptcy Court approved the deal earlier this month.

The report notes Scott Fischer, president of Dippin' Dots LLC,
said the company plans to boost its number of locations this year
to 2,000 from more than 1,600.  "The acquisition process went
smoothly," the report quotes Mr. Fischer as saying.  "Dippin' Dots
is an outstanding brand, and thanks to the continued dedication of
our Dippin' Dots employees, we are in a unique position to
reconstruct the business model of one of the most recognizable
brands in the retail market and to realize growth on an
international scale."

The report adds Dippin' Dots will keep its headquarters in
Paducah, Ky., where about 165 people work at its production
facility.  Company founder Curt Jones will return to the firm to
take over as CEO.  Mr. Fischer and his father, Mark Fischer, CEO
and co-founder of Oklahoma City-based Chaparral Energy, are the
chief investors in the buyer, Dippin' Dots LLC.

                        About Dippin' Dots

Founded in 1988 by microbiologist Curt Jones, Dippin' Dots Inc.
manufactures quirky and colorful ice cream beads, which are flash
frozen using liquid nitrogen.  It owns a 120,000-square-foot plant
in Kentucky that can produce more than 25,000 gallons of frozen
dots a day.  It has about 140 Dippin' Dots retail locations, which
are mostly controlled by franchisees, and agreements with 9,952
small vendors who sell the ice cream at fairs, festivals and
sports games.  Dippin' Dots isn't sold in grocery stores because
of its extreme cooling requirements.

Dippin' Dots filed a Chapter 11 petition (Bankr. W. D. Ky Case No.
11-51077) on Nov. 3, 2011 in Paducah, Kentucky.  Judge Thomas H.
Fulton presides over the case.  Farmer & Wright, PLLC, represents
the Debtor as Chapter 11 counsel.  The Debtor disclosed
$20,233,130 in assets and up to $20,233,130 in debts.  The
petition was signed by Curt Jones, president.

Regions Bank, the Debtor's secured lender, is represented by Brian
H. Meldrum, Esq., at Stites & Harbison PLLC.

In February 2012, Regions Bank filed a motion seeking appointment
of a Chapter 11 trustee.  After talks with the Debtor, Regions
consented to having a chief restructuring officer.  Regions wanted
a trustee in part based on allegations that the company's chief
executive fraudulently transferred his ownership of a franchising
affiliate to prevent the bank from attaching the affiliate in
satisfaction of debt on a guarantee.


DVS SHOE: Files for Chapter 11 in Santa Ana
-------------------------------------------
Westminster, California-based DVS Shoe Co., Inc., filed a bare-
bones Chapter 11 petition (Bankr. C.D. Calif. Case No. 12-16209)
on May 17, 2012, in Santa Ana.

According to Shop-Eat-Surf, the Company is opting for an 11 U.S.C.
Sec. 363 auction process for the assets.  The Debtor is reportedly
in talks with interested parties but a final document has not been
signed so executives did not want to disclose the names of
potential new investors yet.

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

According to the case docket, the schedules of assets and
liabilities and statement of financial affairs are due May 31,
2012.


DVS SHOE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: DVS Shoe Co., Inc., a California corporation
        7171 Fenwick Lane
        Westminister, CA 92683

Bankruptcy Case No.: 12-16209

Chapter 11 Petition Date: May 17, 2012

Court: U.S. Bankruptcy Court
       Central District of California (Santa Ana)

Judge: Catherine E. Bauer

Debtor's Counsel: Robert E. Opera, Esq.
                  WINTHROP COUCHOT PC
                  660 Newport Center Drive, Suite 400
                  Newport Beach, CA 92660
                  Tel: (949) 720-4100
                  E-mail: ropera@winthropcouchot.com

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

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

The petition was signed by Kevin L. Dunlap, chairman of the board.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Well Frank International Ltd.      --                   $1,260,059
7F-8, No. 123, Sec/3Taichung Kang
Taichung City, CHN
E-mail: cyan@sinostate.com

Guangzhou Irofa Shoes Co., Ltd.    --                   $1,122,535
Bangdond Avenue Fuji Road
Panyu Guangzhou, CHN
E-mail: elvis@kvegroup.com.cn

Ningbo Ichson Textiles Co. Ltd.    --                     $409,188
13th Floor, Block Al, No. 203
Lanti Haishu, Ningbo China, CHN
E-mail: sueyeling@126.com

Massive Prints                     --                     $176,594
E-mail: alexandra@massiveinc.com

Beimar, Inc.                       --                      $93,578
E-mail: tony@beimar.com

Production & Marketing Services,   --                      $81,162
Ltd.
E-mail: E-mail: tommy@production-hk.com

The CIT Group/Commercial Svcs      --                      $48,528
E-mail: romaine.knox@cit.com

Rasvick Apparels                   --                      $43,918
E-mail: admin@rasvick.com

Jeff F.                            --                      $42,750

Innovative Systems LLC             --                      $33,486
E-mail: amyr@isllc.com

Meridian Graphics                  --                      $30,398
E-mail: craigm@mglitho.com

Richardson Kontogouris Emerson LLP --                      $28,070
E-mail: Christian.emerson@rkellp

Glory Century Footwear Co., Ltd.   --                      $23,017
E-mail: rajesh@glorycentury.net

B&A Fashions                       --                      $19,326
E-mail: traffic@bestitch.com

Taico Inc.                         --                      $18,655
E-mail: Amanda@taicoinc.com

Seaside Screenprinting, Inc.       --                      $18,375
E-mail: seasideprint@verizon.net

Advanced Quality Logistics         --                      $17,985
E-mail: mzavala@aql3pl.com

United Parcel Service              --                      $17,641
E-mail: ebilling@ups.com

Ningbo Haishu Merica Imp           --                      $16,788
E-mail: sueyeling@126.com

Aimerito Inc.                      --                      $15,744
E-mail: mark@aimerito.com


EASTBRIDGE INVESTMENT: Incurs $244,000 Net Loss in 1st Quarter
--------------------------------------------------------------
EastBridge Investment Group Corporation filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing a net loss of $244,375 on $0 of revenue for the
three months ended March 31, 2012, compared with a net loss of
$328,281 on $0 of revenue for the same period during the prior
year.

The Company reported a net loss of $766,414 in 2011, compared with
a net loss of $174,955 in 2010.

The Company's balance sheet at March 31, 2012, showed
$1.32 million in total assets, $1.88 million in total liabilities,
and a $564,620 total stockholders' deficit.

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

                        http://is.gd/HVy5vp

                    About EastBridge Investment

Scottsdale, Arizona-based EastBridge Investment Group Corporation
is one of a small group of United States companies solely
concentrated in marketing business consulting services to closely
held, small to mid-size Asian companies that require these
services for expansion.  EastBridge had fourteen clients as of the
date of this filing, that it is assisting in becoming public
companies, reporting pursuant to the Securities Exchange Act of
1934, as amended, in the United States and obtaining listings for
their stock on a U.S. stock exchange or over-the-counter market.
All clients are located in Asia-Pacifica.

In its audit report for the 2011 results, Tarvaran Askelson &
Company, LLP, in Laguna Niguel, California, expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company's viability is
dependent upon its ability to obtain future financing and the
success of its future operations.


EASTMAN KODAK: Court OKs New Provisions in Insurance Policies
-------------------------------------------------------------
Eastman Kodak Co. obtained court approval of new provisions in the
insurance policies as proposed by Old Republic Insurance Co. and
its Canadian affiliate.

Court approval is one of the conditions imposed by the insurance
firms for the renewal of the policies.  The firms agreed to
continue to provide insurance coverage to Eastman Kodak and its
affiliated debtors for the policy year May 1, 2012-May 1, 2013.

One of the provisions requires Eastman Kodak to remit payment for
any obligations currently outstanding under its various insurance
agreements with the firms.  Another provision exempts the
insurance firms from being subjected to any bar date for filing
proofs of claims with respect to their claims under the insurance
agreements.


EASTMAN KODAK: Court OKs Deals With OnPoint, Hitchcok
-----------------------------------------------------
Eastman Kodak Co. and its affiliated debtors obtained court
approval to assume their contracts with OnPoint Analytics Inc.
and Richard Hitchcock.

In connection with the assumption of the contracts, Eastman Kodak
was ordered to pay $312,570 to OnPoint and $56,010 to Mr.
Hitchcock for any default under those agreements.

The company entered into a contract with OnPoint before its
bankruptcy filing to avail of the firm's services in connection
with a lawsuit it filed against Epson Imaging Devices Corp. in
2010.  Meanwhile, the other contract allows Eastman Kodak to
avail of Mr. Hitchcock's services in connection with its pension
schemes in the United Kingdom.

                        About Eastman Kodak

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

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

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

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

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

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

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


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

Dell and Eastman Kodak are parties to a 2009 purchase agreement
under which Dell owes $256,436 for the purchase of certain
products from the company.  Under the same agreement, Eastman
Kodak overcharged Dell a sum of $218,932 prior to its bankruptcy.

                        About Eastman Kodak

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

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

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

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

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

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

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


EASTMAN KODAK: Miller's Drops Plea to Hold Payments
---------------------------------------------------
Miller's Inc. dropped its motion to lift the automatic stay filed
on February 10, 2012.

The company previously asked the U.S. Bankruptcy Court in
Manhattan to lift the stay to allow it to withhold payments due
and owing to Eastman Kodak Co. to protect its setoff rights.

Miller's owes $154,010 to Eastman Kodak for the supplies it
purchased from the company.  Meanwhile, it is owed more than
$600,000 for the services it provided to Eastman Kodak's
affiliates, Kodak Imaging Network Inc. and Qualex Inc.

                        About Eastman Kodak

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

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

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

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

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

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

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


EAT AT JOE'S: Reports $22,000 Net Income in First Quarter
---------------------------------------------------------
Eat at Joe's Ltd. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $22,361 on $312,969 of revenue for the three months ended
March 31, 2012, compared with a net loss of $140,718 on $171,092
of revenue for the same period during the prior year.

The Company reported a net loss of $152,900 in 2011, compared with
a net loss of $621,800 in 2010.

The Company's balance sheet at March 31, 2012, showed
$1.64 million in total assets, $4.97 million in total liabilities,
and a $3.33 million total stockholders' deficit.

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

                        http://is.gd/2COxUV

                        About Eat at Joe's

Scarsdale, N.Y.-based Eat at Joe's, Ltd., presently owns and
operates one theme restaurant located in Philadelphia,
Pennsylvania.

In its audit report for the 2011 results, Robison, Hill & Co., in
Salt Lake City, Utah, noted that the Company has suffered
recurring losses from operations and has a net capital deficiency
that raise substantial doubt about its ability to continue as a
going concern.


EDGEN MURRAY: S&P Raises Corp. Credit Rating to 'B'; on Watch Pos
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating and senior secured ratings on U.S.-based Edgen Murray II
L.P. to 'B' from 'B-'. The recovery rating on the company's notes
is unchanged at '4'. "The ratings remain on CreditWatch with
positive implications, where we placed them on April 19, 2012. The
CreditWatch listing indicates at least a 50% likelihood we would
raise the ratings following the completion of our review," S&P
said.

"At the same time, we are affirming our ratings, including the 'B'
corporate credit rating, on Bourland & Leverich (B&L). We are
removing all ratings from CreditWatch, where we placed them with
positive implications on April 19, 2012. The outlook is stable. In
addition, we are withdrawing our ratings on B&L following the
repayment of B&L's rated debt in conjunction with the IPO," S&P
said.

"The upgrade of Edgen Murray II L.P. and withdrawal of the ratings
on B&L follow the completion of an IPO by Edgen Murray's parent,
Edgen Group Inc. Net proceeds, which exceeded $150 million, were
used to repay B&L's rated debt, other unrated debt at B&L, and a
portion of borrowings under Edgen's revolving credit facility. The
ratings on Edgen Murray II L.P. remain on CreditWatch with
positive implications, reflecting our view that the combined
company's greater size and lower leverage may warrant a higher
rating," S&P said.

"Although the two companies have been operating as associated
entities since Edgen's 2010 acquisition of 15% of B&L, we expect
that the combined business may realize modest additional
operational benefits following the restructuring," said Standard &
Poor's credit analyst Megan Johnston. "We view B&L's oil country
tubular goods distribution business as complementary to Edgen's
specialty steel distribution operations and expect that the
greater scale and scope of the combined company could strengthen
overall profitability metrics. Still, we view the distribution
business as a highly fragmented and competitive industry
characterized by exposure to volatile steel prices and cyclical
end markets. The markets served by the combined companies
typically exhibit relatively slow inventory turnover, which can
hurt profitability in periods of rapidly rising or falling prices.
This is somewhat offset by the ability to generate cash flow from
working capital in a downturn."

"The surviving entity, which consists of the combined companies,
posted improved results in the first quarter, with pro forma
revenues of $506 million and EBITDA of about $36 million as end
market growth in oil and gas drilling continues to drive higher
demand for the products of both companies. Following the IPO, the
company has total debt of approximately $565 million, with
trailing-12-months leverage about 4x, which we would consider to
be good for the 'B' corporate credit rating," S&P said.

"In resolving the CreditWatch listing for Edgen Murray II L.P., we
will assess the capital structure of the combined company
following the IPO and evaluate potential changes to the company's
financial policies, business strategies, and operating
expectations. In addition, we will meet with management to
determine if the combined company's longer-term operating and
financial strategies are consistent with our expectations and a
higher rating," S&P said.


EDIETS.COM INC: Files Form 10-Q, Incurs $1.1MM Net Loss in Q1
-------------------------------------------------------------
eDiets.com, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $1.07 million on $7.12 million of total revenue for the three
months ended March 31, 2012, compared with a net loss of $383,000
on $6.93 million of total revenue for the same period during the
prior year.

The Company's balance sheet at March 31, 2012, showed $2.29
million in total assets, $4.58 million in total liabilities, all
current, and a $2.28 million total stockholders' deficit.

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

                       http://is.gd/wVlbDr

                          About eDiets

eDiets.com, Inc. is a leading provider of personalized nutrition,
fitness and weight-loss programs. eDiets currently features its
award-winning, fresh-prepared diet meal delivery service as one of
the more than 20 popular diet plans sold directly to members on
its flagship site, http://www.eDiets.com

Following the 2011 results, Ernst & Young LLP, in Boca Raton,
Florida, expressed substantial doubt about the Company's ability
to continue as a going concern.  The independent auditors noted
that the Company has incurred recurring operating losses, was not
able to meet its debt obligations in the current year and has a
working capital deficiency.

                        Bankruptcy Warning

The Company said in its 2011 annual report that the continuation
of its business is dependent upon raising additional financial
support.  In light of the Company's results of operations,
management has and intends to continue to evaluate various
possibilities.  These possibilities include: raising additional
capital through the issuance of common or preferred stock,
securities convertible into common stock, or secured or unsecured
debt, selling one or more lines of business, or all or a portion
of the Company's assets, entering into a business combination,
reducing or eliminating operations, liquidating assets, or seeking
relief through a filing under the U.S. Bankruptcy Code.  These
possibilities, to the extent available, may be on terms that
result in significant dilution to the Company's existing
stockholders or that result in the Company"s existing stockholders
losing all of their investment in the Company.


EDWARDS GROUP: Moody's Upgrades CFR to 'B1'; Outlook Stable
-----------------------------------------------------------
Moody's Investors Service has upgraded the corporate family rating
(CFR) of the Edwards Group Limited to B1 from B2. At the same
time, Moody's also upgraded the probability of default rating
(PDR) to B1 from B2, the rating on the company's superpriority
revolver to Ba1 from Ba2 and the rating on the first lien term
loan to B2 from B3. The outlook remains stable.

Ratings Rationale

The rating action comes on the back of the announcement by the
company in May 2012 that it had raised a net US87 million on the
US stock markets as part of an IPO. The proceeds of this
transaction will go towards reducing the outstanding amounts under
Edwards' first-lien term loan to approximately GBP380 million.
This will help further improve the company's metrics such that
leverage could decrease towards 3x by the end of 2012.

Edwards' B1 CFR is supported by (i) the company's leading
competitive positions in the geographies and markets it services;
(ii) its continued initiative and success in innovating products
and reducing costs by transferring manufacturing plants to low
cost countries; and (iii) the improvement of Edwards' credit
metrics such as Moody's adjusted Debt to EBITDA (3.6x in FY2011
vs. 4.2x in FY2010) on the back of general economic recovery in
its customer markets.

On the other hand, Edwards' ratings remain constrained by the
degree of reliance on a single product type and dependence on
highly cyclical industries in particular for the company's
semiconductor and Emerging Technology segments. This volatility
was evidenced at the end of 2011, when a slowdown in Edwards'
semiconductor clients' investment cycle and an overcapacity in the
Asian market (by geography, the largest demand driver for Emerging
Technology products) led to a strong decline in revenues in Q4
2011 vs. Q3 2011 (-10.3%) and vs. Q4 2010 (-11.9%) -- although
Moody's notes Q4 2010 was a strong comparable.

These declining trends have been somewhat attenuated in the first
few months of 2012 as Edwards' customers announced increased order
books. Moody's expects Edwards' own order book to be positively
impacted by this pick-up in the second half of 2012.

The stable outlook assumes that although the current year might
see some softening in performance due to the factors, the decline
will be moderate and should only modestly impact Edwards'
profitability and cash flow generation. In addition, the outlook
reflects Moody's expectation that the company will use the
entirety of the net IPO proceeds to pay down debt and that, by the
end of 2012, leverage as defined by Moody's adjusted debt to
EBITDA will have decreased towards 3.0x.

The stable outlook is also premised on the assumption that
financial policies will be prudent and balanced and, in
particular, that Edwards will not engage in any sizeable dividend
payout which could put pressure on its currently good liquidity
profile or credit metrics.

Structural Considerations

The B2 rating on the company's term loans reflects the structural
positioning of these instruments in the group's debt structure as
well as a material volume increase in this class of debt as a
result of the repayment of the Second Lien debt by an increase in
first lien term loans in 2011. The relative positioning of these
instruments is hence weakened since only GBP 4 million lease
rejection claims have a weaker position in Moody's Loss Given
Default ("LGD") waterfall, while the superpriority revolver, trade
claims and secured loans at the operating entities in Korea and
the Czech Republic are considered to have a stronger position.

What Could Change The Rating Up/Down

Medium-term positive pressure on the ratings is limited due to the
highly cyclical end-markets Edwards services as well as the small
size of the company compared to global general manufacturing
peers. This said, positive momentum on the ratings could ensue
should the company's performance experience sustained improvement
in profitability such that adjusted Debt to EBITDA falls below
2.5x with steady positive free cash flow generation and
comfortable cash coverage ratios.

Conversely, negative pressure on the ratings or outlook could
arise should (i) performance or profitability deteriorate
materially in the coming year; (ii) adjusted EBITA to Interest
Expense fall towards 2.5x; (iii) adjusted Debt/EBITDA rise
sustainably above 4.5x; or (iv) concerns on Edwards liquidity
develop and/or if the company were to fail to maintain an adequate
cash cushion of at least USD100 million.

The principal methodology used in rating Edwards Group Limited was
the Global Manufacturing Industry Methodology published in
December 2010. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.


EGPI FIRECREEK: Delays First Quarter Form 10-Q to Complete Review
-----------------------------------------------------------------
EGPI Firecreek, Inc., was delayed in filing its quarterly report
on Form 10-Q for the quarter ended March 31, 2012, in order to
enable its independent registered public accounting firm to
complete its review of the Company's financial statements to be
contained in the Report and for XBRL processing requirements.

                        About EGPI Firecreek

Scottsdale, Ariz.-based EGPI Firecreek, Inc. (OTC BB: EFIR) was
formerly known as Energy Producers, Inc., an oil and gas
production company focusing on the recovery and development of oil
and natural gas.

The Company has been focused on oil and gas activities for
development of interests held that were acquired in Texas and
Wyoming for the production of oil and natural gas through Dec. 2,
2008.  Historically in its 2005 fiscal year, the Company initiated
a program to review domestic oil and gas prospects and targets.
As a result, EGPI acquired non-operating oil and gas interests in
a project titled Ten Mile Draw located in Sweetwater County,
Wyoming for the development and production of natural gas.  In
July 2007, the Company acquired and began production of oil at the
2,000 plus acre Fant Ranch Unit in Knox County, Texas.  This was
followed by the acquisition and commencement in March 2008 of oil
and gas production at the J.B. Tubb Leasehold Estate located in
the Amoco Crawar Field in Ward County, Texas.

The Company reported a net loss of $4.97 million in 2011, compared
with a net loss of $4.48 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $2.70 million
in total assets, $5.51 million in total liabilities, all current,
$1.87 million in series D preferred stock, and a $4.67 million
total shareholders' deficit.

In its audit report for the 2011 results, M&K CPAS, PLLC, in
Houston, Texas, noted that the Company has suffered recurring
losses and negative cash flows from operations that raise
substantial doubt about its ability to continue as a going
concern.


ELEGANT DESSERT: Files for Chapter 11 Bankruptcy Protection
-----------------------------------------------------------
Crain's New York Business reports that Elegant Dessert by Metro
Inc. located at  868 Kent Ave., Brooklyn, New York, filed for
Chapter 11 bankruptcy protection on May 10.  The Company estimated
debts of $500,001 to $1 million and assets of less than $50,000.
Among the creditors with the largest unsecured claims are George
Weisz, owed $450,000; M&T Bank, owed $199,970.96; and Workman's
Comp Judgment Unit, owed $82,000.


ENVISION SOLAR: Incurs $984,000 Net Loss in First Quarter
---------------------------------------------------------
Envision Solar International, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $983,959 on $308,715 of revenue for the
three months ended March 31, 2012, compared with a net loss of
$1.32 million on $268,488 of revenue for the same period during
the prior year.

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

The Company's balance sheet at March 31, 2012, showed $988,204 in
total assets, $3.18 million in total liabilities, all current, and
a $2.19 million total stockholders' deficit.

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

                        http://is.gd/qhmQqj

                          About Envision

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

After auditing the year ended Dec. 31, 2011 financial statements,
Salberg & Company P.A., in Boca Raton, Fla., expressed substantial
doubt about Envision Solar's ability to continue as a going
concern.  The independent auditors noted that the Company reported
a net loss of $2.55 million and $2.36 million in 2011 and 2010,
respectively, and used cash for operating activities of $1.97
million and $1.11 million in 2011 and 2010, respectively.  At Dec.
31, 2011, the Company had a working capital deficiency,
stockholders' deficit and accumulated deficit of $2.66 million,
$2.48 million and $22.3 million, respectively.


EVERETT ASSOCIATES: Ambiguous Plan Term Provides Deferred Payments
------------------------------------------------------------------
Judge Robert Goeke of the United States Tax Court said the
ambiguous language in Everett Associates, Inc.'s bankruptcy plan
will be construed to provide for deferred payments and
corresponding accrual of interest on the Commissioner of Internal
Revenue's priority claim pursuant to 11 U.S.C. Sec. 1129(a)(9)(C).

Article 5.02 of the Plan provides that the Commissioner's secured
claim would be "paid in full, together with interest as provided
by law."  Article 5.01 of the Plan plan provides that priority
claims would be "paid in full and in the order of priority set
forth in 11 U.S.C. Section 507(a)" following the liquidation of
certain assets.

Judge Goeke said the provisions in Everett's Plan provisions
concerning the Commissioner's priority claim are nearly identical
to the debtors' plans at issue in both United States v. Arrow Air,
Inc. (In re Arrow Air, Inc.), 101 B.R. 332 (S.D. Fla.1989), and In
re Collins, 184 B.R. 151 (Bankr. N.D. Fla. 1995).  In these two
cases, the courts held that the debtors' delayed payments to
priority tax creditors entitled the creditors to interest accrual
on their claims pursuant to bankruptcy plan provisions providing
for the payment of those claims "in full".  Consistent with these
cases, the Tax Court held Everett's Plan contemplated deferred
payments on the Commissioner's priority claim and that the
Commissioner was entitled to accrue interest on his claim during
the period following confirmation of Everett's Plan.

Judge Goeke pointed out Everett was represented by counsel when
the Plan was drafted and had the opportunity to clearly tailor the
Plan, if desired, to avoid both deferred payments and the accrual
of postconfirmation interest on the Commissioner's claim.  Judge
Goeke relied on the court's observation in Fawcett v. United
States (In re Fawcett), 758 F.2d 588, 590-591 (11th Cir. 1985),
which, while analyzing a bankruptcy plan provision concerning a
debtor's payment on a secured claim, held that, "If a debtor
submits a generalized statement that it will pay * * * in full-
100%, creditors are entitled to interpret that statement as
guaranteeing the payment of each and every part of the creditor's
claim. If the debtor wishes to be more specific * * * it is the
debtor's duty to put the creditor on notice by specifically
detailing any exceptions. Failing this, the debtor as draftsman of
the plan has to pay the price if there is any ambiguity about the
meaning of the terms of the plan. * * *"

EVERETT ASSOCIATES, INC., Petitioner, v. COMMISSIONER OF INTERNAL
REVENUE, Respondent, Docket No. 26685-07L (U.S. T.C.).  seeks
review of a notice of determination sustaining the Commissioner's
proposed levy.  The Commissioner's collection activity stems from
alleged deficiencies in Everett's employment taxes.  Everett
challenges the propriety of the Commissioner's collection actions
by asserting, primarily, that the Commissioner received and
retained a portion of a cash distribution in violation of the
express terms of Everett's chapter 11 bankruptcy plan. The
improperly collected portion of the cash distribution, Everett's
argues, should be refunded.  Everett's also contests the
underlying tax liabilities, including all assessments of penalties
and interest, for two periods listed on the notice of
determination (Form 941, Employer's Quarterly Federal Tax Return,
for the quarter ended June 30, 2000, and Form 940, Employer's
Annual Federal Unemployment (FUTA) Tax Return, for the year ended
December 31, 2001), and one tax period not listed on the notice of
determination (Form 941 for the quarter ended March 31, 2000).

The Commissioner filed a proof of claim which included a secured
claim of $51,873, an unsecured priority claim of $130,239, and an
unsecured general claim of $41,226.

A copy of the Tax Court's May 17, 2012 Memorandum Findings of Fact
and Opinion is available at http://is.gd/UkiWNZfrom Leagle.com.

Everett's filed a voluntary Chapter 11 petition (Bankr. N.D.
Calif. Case No. 01-_____) on Nov. 9, 2001.   Its bankruptcy plan,
which was confirmed on Feb. 24, 2003, provided for the liquidation
of some assets, including an unimproved lot located in Santa Rosa,
California.  The Plan also contemplated that the Debtor would
continue its business and use its gross receipts to satisfy
certain creditors' claims.  The Plan was declared effective March
26, 2003.  The bankruptcy case was closed March 3, 2005.


EVERGREEN DEVELOPMENT: Involuntary Chapter 11 Case Summary
----------------------------------------------------------
Alleged Debtor: Evergreen Development NW Inc.
                16824 44th Avenue W., #200
                Lynnwood, WA 98037

Bankruptcy Case No.: 12-15268

Involuntary Chapter 11 Petition Date: May 18, 2012

Court: U.S. Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Karen A. Overstreet

Petitioners' Counsel: Pro Se

Creditors who signed the Chapter 11 petition:

    Petitioners                    Nature of Claim    Claim Amount
    -----------                    ---------------    ------------
Kon I. Hwang                       Creditor               $490,750
205 Bayside Place
Bellingham, WA 98225

Yunchong Chen                      Construction           $150,000
11407 47th Avenue SE
Everett, WA 98208

Asher Chen                         Construction            $30,000
11407 47th Avenue SE
Everett, WA 98208

Gregory S. Tift                    Creditor                 $2,500


FERRO CORP: S&P Cuts Corp. Credit Rating to 'BB-'; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Ferro Corp. to 'BB-' from 'BB'. "We also lowered the
issue-level ratings on the company's senior unsecured debt to 'B'
from 'B+'. The '6' recovery rating, which remains unchanged,
reflects our expectation for negligible (0% to 10%) recovery in
the event of a payment default," S&P said.

"The downgrade reflects the deterioration in operating performance
over the past few quarters and our expectation that earnings in
2012 will be about 25% lower than in 2011," said Standard & Poor's
credit analyst Daniel Krauss. "Demand for the company's conductive
pastes used in solar panels has significantly declined,
challenging the electronic materials segment, which is a key
driver of the company's profitability. Segment income in
electronic materials decreased to $75 million in 2011 from peak
levels of over $130 million in 2010. A meaningful shift in the
solar industry including reductions in government subsidies for
solar use in parts of Europe; a decrease in the amount of paste
used in solar panels (thrifting); and increased solar panel
manufacturing competition, which led to production overcapacities,
excess inventories of manufactured solar panels, and rapid price
declines, contributed to the significant drop in earnings."

"The ratings on Ohio-based Ferro Corp. reflect our assessment of
its business risk profile as 'weak' and financial risk profile as
'significant.' With annual sales of $2 billion, the company
produces electronic materials, ceramic glaze, inorganic pigments
and colorants, polymer additives, and specialty plastics for use
primarily in the electronics, construction, appliances,
automotive, and household furnishings end markets," S&P said.

"Ferro's business position benefits from a diverse portfolio of
performance materials and chemicals, geographic and customer
diversification, and an improved cost structure. Its top 10
customers account for about 20% of sales, and it generates over
50% of revenues outside of the U.S. Vulnerability to raw material
cost fluctuations and significant exposure to residential and
commercial construction and electronics end markets offset these
strengths. Many of its products are discretionary purchases, which
renders their demand highly sensitive to extended cyclical
downturns. In addition, profitability in some business segments
(such as polymer additives, which make up 15% of sales) is
suffering because of commodity-like and highly competitive
markets," S&P said.

"Ferro operates in six business segments: electronic materials,
color and glass performance materials (which include high-quality
glazes, enamels, pigments, and dinnerware decoration colors),
performance coatings (which include tile coatings and porcelain
enamel for appliances and cookware), polymer additives, specialty
plastics, and pharmaceuticals. Over the past few years, the
management team has successfully readjusted the focus of its
product portfolio onto higher-margin, higher-growth products, as
well as invested in higher-demand markets in Asia, the Middle
East, and Africa. In recent quarters, EBITDA margins have
deteriorated to about 8.5%, near the low end of their historical
8% to 14% range. We expect them to remain depressed for the
next several quarters while the electronic materials segment,
which typically generated higher margins, remains challenged," S&P
said.

"Demand for electronic materials has deteriorated in the past few
quarters as a result of weak economic conditions, particularly in
Europe. Within this segment, Ferro is a worldwide leader in
conductive pastes for solar cells, and this key business segment
has offered good growth prospects that attracted further
competition. Demand for conductive pastes declined significantly
beginning in the middle of 2011 because of excess inventory of
solar power modules, thrifting, a reduction in government
incentives for solar use and the migration of panel manufacturing
to Asian manufacturers from traditional European-based ones. This
led to a rapid decline in selling prices for solar power modules,
the combination of which hampered earnings. We expect European
solar demand will remain weak in 2012 based on further
announcements of reduced government incentives for solar. Given
this expectation, the company's efforts to secure additional
product qualifications and increase share with Asian Tier 1
customers will remain key to improving earnings in the electronic
materials segment. We expect solar demand in China to increase
significantly in the next few years, following the Chinese
government's recent announcements that it raised its solar energy
target to 15 gigawatts by 2015," S&P said.

"Debt reduction in 2009 and 2010 (in part with proceeds from the
2009 equity issuance), the recovery of cash collateral relating to
the company's precious metal leases, and the resulting significant
reduction in interest expense all contributed to Ferro's improved
financial risk profile. However, as a result of the significant
drop in EBITDA over the past year, credit metrics have weakened
and we expect them to deteriorate further this year. The key ratio
of funds from operations (FFO) to total adjusted debt (adjusted
for capitalized operating leases, and underfunded pension and
other postretirement obligations) was 26% as of March 31, 2012,
compared with 32% a year ago. Based on our scenario forecasts for
moderately lower cash flows in 2012, we expect this ratio will
decline to 15% to 20% in the next few quarters. We consider FFO to
total adjusted debt of about 20% an appropriate level for the
current ratings. We believe management will remain prudent in its
capital spending plans and any potential acquisitions or
shareholder rewards, thereby maintaining a financial policy
supportive of the current ratings," S&P said.

"The outlook is stable. Our base case assumes a 25% drop in 2012
EBITDA, resulting from depressed near-term demand for solar
pastes, coupled with continuing sluggish demand for residential
and commercial building and renovation, particularly in Europe. We
expect earnings in solar to improve sequentially through the rest
of 2012, albeit from very weak levels. Based on our scenario
forecasts, we believe that 2012 free operating cash flow will be
modestly positive, based on our expectations for reduced capital
expenditures and lower working capital needs," S&P said.

"We could lower the ratings within the next 12 months if industry
conditions or the company's operating performance are below our
expectations. This could occur if the company is unable to
successfully improve its position in the Asian solar market, or if
fierce competition continues to pressure pricing. Based on our
downside scenario, we could lower the ratings if revenues decline
by 15% and EBITDA margins decrease by 150 basis points or more. In
such a scenario, FFO to total adjusted debt would decrease to
below 15%. We could also lower the ratings if free cash flow turns
negative, or if covenant compliance remains an ongoing concern,
even after considering a potential amendment," S&P said.

"We could consider a one-notch upgrade if the macroeconomic
outlook strengthens, operating results stabilize, and we gain
confidence that earnings will improve from weak 2012 levels.
Specifically, we could consider a modest upgrade if EBITDA margins
improve by 200 basis points or more, coupled with a 5% increase in
revenues. In such a scenario, we expect that FFO to total adjusted
debt would increase to above 25%. The company's end-market
concentration in construction and electronics, which are cyclical
and have discretionary demand characteristics, could limit further
upside rating potential if the company does not take strategic
actions to diversify and strengthen the portfolio," S&P said.


FNBH BANCORP: Reports $45,992 Net Income in First Quarter
---------------------------------------------------------
FNBH Bancorp, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $45,922 on $2.91 million of total interest and dividend income
for the three months ended March 31, 2012, compared with a net
loss of $222,758 on $3.22 million of total interest and dividend
income for the same period a year ago.

The Company reported a net loss of $3.57 million for 2011,
compared with a net loss of $3.89 million for 2010.

The Company's balance sheet at March 31, 2012, showed $285.89
million in total assets, $279.27 million in total liabilities and
$6.62 million in total shareholders' equity.

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

                        http://is.gd/tOgAf5

                         About FNBH Bancorp

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.

Following the 2011 results, 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."


FRONTIER COMMUNICATIONS: S&P Gives 'BB' Rating on $500M Sr. Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' issue-level
rating and '3' recovery rating to Stamford, Conn.-based incumbent
local exchange carrier (ILEC) Frontier Communications Corp.'s
proposed $500 million of senior notes due 2021. The '3' recovery
rating indicates expectations for meaningful (50%-70%) recovery in
the event of payment default. The company intends to use proceeds
from the notes to repay existing debt.

"The 'BB' corporate credit on Frontier is unchanged and the
outlook is negative. The rating reflects a 'weak' business risk
profile and 'significant' financial risk profile. Business risk
factors include significant competitive pressures from wireless
substitution and the incumbent cable operators, the latter of
which are bundling telephone with high-speed data (HSD) and video
services and are increasingly targeting smaller business
customers. Other business risk factors include Standard & Poor's
expectation for declining revenue from federal and state subsidies
and the possibility of continued weak operating performance in the
acquired Verizon properties. Tempering factors include the
company's position as an incumbent in its territories, healthy
EBITDA margins, and modest growth in HSD services, especially in
the legacy Verizon markets. The significant financial risk profile
is based on the company's leverage, pro forma for the new
issuance, of about 3.7x, although we expect key credit measures to
weaken over the next few years because of lower EBITDA due to
access-line losses and lower subsidy revenue. While Frontier
generates solid free operating cash flow (FOCF), the dividend
consumes over 55% of FOCF," S&P said.

S&P's ratings also incorporate some of these specific assumptions:

    Annual access-line losses in the legacy Frontier markets
    remain in the 6% area and the 9% area in the Verizon
    properties.

    HSD penetration improves to around 36% by 2013 from the
    current 34% as of March 31, 2012.

    Revenue from business services declines in low- to mid-single-
    digit area due to weak - albeit improving - economic
    conditions and competition from the cable operators.

    Overall revenue declines above 5% in 2012 and 2013.

    "EBITDA margin improves modestly in 2012 from operating
    synergies but declines thereafter as our expectation for
    revenue declines is not entirely offset by fixed-cost
    reduction," S&P said.

RATINGS LIST

Frontier Communications Corp.
Corporate Credit Rating               BB/Negative/--

New Ratings

Frontier Communications Corp.
Proposed Senior $500 mil nts
  due 2021                             BB
   Recovery Rating                     3


FSJ LLC: Meeting to Form Creditors' Panel on May 31
---------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on May 31, 2012, at 10:00 a.m. in
the bankruptcy cases of FSJ LLC and FSJ Imports LLC.  The meeting
will be held at:

   United States Trustee's Office
   One Newark Center
   1085 Raymond Blvd.
   21st Floor, Room 2106
   Newark, NJ 07102

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

                           About FSJ LLC

New York-based FSJ LLC filed a Chapter 11 bankruptcy petition
(Bankr. D. N.Y. Case No. 12-22403) on May 11, 2012, in Newark, New
Jersey.  Richard D. Trenk, Esq., at Trenk, DiPasquale, Della Fera
& Sodono, P.C., serves as the Debtor's counsel.  The Debtor
scheduled assets of $2,501,000 and liabilities of $2,631,319.  An
affiliate, FSJ Imports LLC, sought Chapter 11 protection (Case No.
12-22402) on the same day.


FUEL DOCTOR: Delays Form 10-Q for First Quarter
-----------------------------------------------
Fuel Doctor Holdings, Inc., notified the U.S. Securities and
Exchange Commission that it will be delayed in filing its
quarterly report on Form 10-Q for the period ended March 31, 2012.
The Company said the compilation, dissemination and review of the
information required to be presented in the Form 10-Q for the
relevant period has imposed time constraints that have rendered
timely filing of the Form 10-Q impracticable without undue
hardship and expense to the Company.  The Company undertakes the
responsibility to file that report no later than five days after
its original prescribed due date.

                         About Fuel Doctor

Calabasas, Calif.-based Fuel Doctor Holdings, Inc., is the
exclusive distributor for the United States and Canada of a fuel
efficiency booster (the FD-47), which plugs into the lighter
socket/power port of a vehicle and increases the vehicle's miles
per gallon through the power conditioning of the vehicle's
electrical systems.  The Company has also developed, and plans on
continuing to develop, certain related products.

For the nine months ended Sept. 30, 2011, the Company has reported
a net loss of $1.9 million on $811,576 of revenues, compared with
a net loss of $1.7 million on $603,329 of revenues for the
corresponding period last year.

The Company had an accumulated deficit at Sept. 30, 2011, had a
net loss and net cash used in operating activities for the interim
period then ended.  "While the Company is attempting to generate
sufficient revenues, the Company's cash position may not be
sufficient to support the Company's daily operations," the Company
said in the filing.


G-I HOLDINGS: Housing Agency's PD Claims Not Limited to VAT
-----------------------------------------------------------
At the behest of the New York City Housing Authority, Bankruptcy
Judge Rosemary Gambardella clarified language in her Dec. 14, 2010
opinion that purports to limit NYCHA's claims against G-I
Holdings, Inc.'s bankruptcy estate to indemnity and restitution
related to abatement of non-friable asbestos-containing floor
tile, VAT, and disallow claims based on other asbestos-containing
materials.

NYCHA filed a proof of claim on Oct. 10, 2008, for asbestos
property damage to housing complexes in the amount of $500 million
to pay for the abatement of asbestos-containing materials
allegedly originally manufactured, mined, distributed, and sold by
G-I Holdings or its predecessors in interest.  On Dec. 10, 2008,
the Reorganized Debtors filed an objection to the NYCHA Claim, and
on Dec. 14, 2010, the Court issued its opinion granting in part
and denying in part the Objection.

Thereafter, discovery proceeded until conflicting interpretations
of the Dec. 14, 2010 Opinion compelled NYCHA to ask the Court to
correct a supposed mistake.  NYCHA believes the ruling has
typographical errors and should be modified to indicate that its
claims have been based on several asbestos-containing products,
including but not limited to VAT.

G-I Holdings objected, saying the Court must have intended to
limit NYCHA's claims solely to indemnity and restitution related
to abatement of VAT and disallowed claims based on other asbestos-
containing materials, as evidenced by the Court's 32 references to
VAT in the Opinion, as compared with once apiece for the other
materials.  G-I Holdings said any correction would be akin to
"unraveling the entire Opinion."

According to Judge Gambardella, the Dec. 14, 2010 Opinion did not
decide whether NYCHA had supported its claim with respect to the
different types of asbestos-containing materials.  There is only
one instance in the Opinion where the different types of materials
are distinguished.  Throughout the rest of the Opinion, the Court
continued to use "VAT" as a reference to the asbestos-containing
materials that are the subject of the NYCHA Claim.  Judge
Gambardella said completely absent from the Opinion is any
explanation as to either the allowance or disallowance of claims
based on the abatement of certain asbestos-containing materials as
distinct from others.

The judge said the Dec. 14, 2010 Opinion explicitly held that
Debtors' Motion to Disallow was premature as to restitution and
indemnity claims without further development of the factual record
and that NYCHA would be allowed a future opportunity to present
proofs in support.  To limit the subject asbestos-containing
materials without some explanation or without allowing NYCHA that
opportunity would create a reading of the Opinion in which it
contradicted itself.  The Court did not intend to limit the
subject of the NYCHA Claim to VAT tiles to the exclusion of other
asbestos-containing materials because to do so at this point would
be premature.  The judge said NYCHA will have an opportunity to
present further proofs related to each type of asbestos-containing
material included in its Proof of Claim and Supplemental
Submission with respect to the issues of fact identified in the
Dec. 14, 2010 Opinion.

To the extent NYCHA asks the Court to clarify that its claims
include all the product types specified in its claim and
supplemental submission, the Motion to Correct Mistake the Dec.
14, 2010 Opinion is granted, Judge Gambardella said.

A copy of the Court's May 17, 2012 Opinion is available at
http://is.gd/fR6Us1from Leagle.com.

                        About G-I Holdings

Based in Wayne, New Jersey, G-I Holdings, Inc., is a holding
company that indirectly owns Building Materials Corporation of
America, a manufacturer of premium residential and commercial
roofing products.  The Company filed for bankruptcy after already
spending $1.5 billion paying asbestos claims from the 1967
acquisition of Ruberoid Co.

G-I Holdings, Inc., fka GAF Corporation, filed a chapter 11
petition (Bankr. D. N.J. Case No. 01-30135) on Jan. 5, 2001, and
continued to operate its business as a debtor-in-possession
pursuant to Sections 1107(a) and 1108 of the Bankruptcy Code.
ACI, Inc., a subsidiary of G-I Holdings, filed a voluntary chapter
11 petition (Bankr. D. N.J. Case No. 01-38790) on Aug. 3, 2001.
On Oct. 10, 2001, the Bankruptcy Court entered an Order directing
the joint administration of the G-I Holdings and ACI bankruptcy
cases.

Dennis J. O'Grady, Esq., and Mark E. Hall, Esq., at Riker, Danzig,
Scherer, Hyland & Perretti, LLP, serve as co-counsel to the
Reorganized Debtors.  Andrew J. Rossman, Esq., and Jacob J.
Waldman, Esq., at Quinn Emanuel, Urquhart & Sullivan, LLP, serve
as special counsel to Reorganized Debtors.

An Official Committee of Unsecured Creditors was appointed on
Jan. 18, 2001, by the U.S. Trustee to represent those individuals
who allegedly suffered injuries related to asbestos exposure from
products manufactured by the predecessors of G-I Holdings.
Lowenstein Sandler PC represents the Unsecured Creditors
Committee.  On Oct. 10, 2001, the Bankruptcy Court appointed C.
Judson Hamlin as the Legal Representative, a fiduciary to
represent the interests of persons who hold present and future
asbestos-related claims against G-I.  Keating, Muething & Klekamp,
P.L.L., is the principal counsel to the Legal Representative of
Present and Future Asbestos-Related Demands.

G-I Holdings is the successor-in-interest to GAF Corporation, an
entity named in approximately 500,000 asbestos-related lawsuits.
The Committee submitted that, as successor-in-interest to GAF, G-I
Holdings remained liable for roughly 150,000 asbestos-related
lawsuits filed, but unresolved, as of the Petition Date and for
unknown numbers of asbestos-related claims that would be filed in
the future.

In early 1994, GAF Building Materials Corporation, an indirect
subsidiary of GAF, formed a new corporation as a wholly-owned
subsidiary known as Building Materials Corporation of America.
Pursuant to that transaction, BMCA received substantially all of
the assets of GAF's roofing products business and expressly
assumed $204 million of asbestos-related liability, with G-I
indemnifying BMCA against any additional such liability.  BMCA,
also an indirect subsidiary of G-I Holdings, is the primary
operating subsidiary and principal asset of G-I Holdings.

In early 2007, the Debtors, the Committee and the Legal
Representative commenced mediation under the auspices of former
United States District Judge Nicholas H. Politan in an effort to
resolve the asbestos-related lawsuits.  Subsequently, the Parties
outlined the principal terms of a global settlement and endeavored
to complete a final global settlement with comprehensive
documentation in the form of a proposed Chapter 11 plan and its
ancillary documents.  To preserve the status quo, the Parties
mutually agreed to request a stay of all litigation which would be
covered under the final global settlement from this Court and
other courts of competent jurisdiction.  Although lengthy and
initially unsuccessful, the negotiations continued until the
parties reached a settlement culminating in an agreement in early
August 2008.

On Aug. 21, 2008, the Parties filed the Joint Plan of
Reorganization of G-I Holdings Inc. and ACI Inc. Pursuant to
Chapter 11 of the Bankruptcy Code that implemented the Global
Settlement of all asbestos-related lawsuits naming G-I Holdings
and any other related entities as defendant(s).  The Joint Plan of
Reorganization provided for the creation of an asbestos trust
pursuant to Section 524(g) of the Bankruptcy Code, to which all
asbestos-related lawsuits against the Debtors now and in the
future would be channeled.  Pursuant to the Global Settlement, the
Asbestos Trust would assume the Debtors' liability for asbestos-
related lawsuits, in exchange for cash on the effective date of
the Joint Plan of Reorganization in an amount not to exceed $215
million, and a note in the amount of $560 million issued by the
reorganized Debtors and secured by a letter of credit.

The Bankruptcy Court and Chief Judge Garrett Brown of the U.S.
District Court for the District of New Jersey, by Order dated Nov.
12, 2009, jointly approved the Debtors' Eighth Amended Joint Plan
of Reorganization.


GAVILON GROUP: S&P Affirms 'BB' Corp. Credit Rating; Outlook Neg
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed the 'BB' corporate
credit rating on Omaha, Neb.-based The Gavilon Group LLC. The
outlook is negative. "At the same time, we affirmed our 'BBB-'
issue level rating on Gavilon's $2.75 billion asset-based lending
(ABL) revolving credit facility, for which the maturity will be
extended by one year to 2014. The recovery rating on this debt
remains unchanged at '1', indicating our expectation of very high
(90%-100%) recovery in the event of a payment default. We also
affirmed our 'BB+' issue-level rating on the company's $775
million first-lien term loan maturing 2016. The recovery rating on
this debt remains unchanged at '2', indicating our expectations
for substantial (70%-90%) recovery in the event of a payment
default," S&P said.

Gavilon Group had reported debt outstanding of $2.1 billion as of
March 31, 2012.

"The outlook revision to negative reflects our concerns that the
agribusiness company's recently weak operating performance may
continue, particularly in the company's energy trading segment,
where profitable gas and crude oil storage and trading
opportunities have been limited under current market conditions,"
said Standard & Poor's credit analyst Chris Johnson. "We believe
this could delay anticipated improvement in credit measures by
fiscal year-end."

"Our ratings on Gavilon reflect the company's 'fair' business risk
profile and 'significant' financial risk profile. Key credit
factors in Gavilon's business risk assessment include the
company's earnings volatility, business segment diversification,
its improving market position, and its sound risk management
practices," S&P said.

"We could lower the ratings if energy segment earnings do not
stabilize and agriculture earnings do not improve as anticipated
over the remainder of 2012," S&P said.


GENERAL MOTORS: Aurelius Directed to Produce E-mails
----------------------------------------------------
Bankruptcy Judge Robert E. Gerber ruled that some of e-mails made
in June 2009 which Aurelius Capital Management redacted as
allegedly classified are not protected by attorney-client
privilege and directed Aurelius to produce un-redacted copies of
those documents to the Motors Liquidation Company GUC Trust.

In March 2012, the GUC Trust sued various entities to challenge
the validity of $2.67 billion in claims that have been asserted
against General Motors Corp.  Among others, the Complaint seeks
to:

     -- recharacterize a $367 million "consent fee" paid to
        noteholders of General Motors Nova Scotia Finance Company
        as payment of principal, and

     -- equitably disallow or subordinate, the claims of certain
        noteholders.

Following GM's bankruptcy filing on June 1, 2009, certain holders
of notes issued by Nova Scotia Finance filed $1.07 billion in
claims based on GM's guarantee of the Notes.

Aurelius sought dismissal of the Complaint saying it has been
improperly named as a defendant because it sold its interest in
the Nova Scotia Guarantee Claims in April 2011.

The case is MOTORS LIQUIDATION COMPANY GUC TRUST, Plaintiff, v.
APPALOOSA INVESTMENT LIMITED PARTNERSHIP I, et al., Defendants,
Adv. Proc. No. Case No. 12-09802 (Bankr. S.D.N.Y).

The defendants are Appaloosa Investment Limited Partnership I,
Palomino Fund Ltd., Thoroughbred Fund LP, Thorough Master LTD, The
Liverpool Limited Partnership, Elliot International LP, Drawbridge
DSO Securities LLC, Drawbridge OSO Securities LLC, FCOF UB
Securities LLC, Aurelius Investment LLC, Citigroup Global Markets
Inc., LMA SPC for and on behalf of the MAP 84 Segregated
Portfolio, Knighthead Master Fund, L.P., KIVU Investment Fund
Limited, CQS Directional Opportunities Master Fund Limited, Morgan
Stanley & Co. International plc, SG Aurora Master Fund L.P., The
Canyon Value Realization Fund (Cayman), Ltd, Anchorage Capital
Master Offshore Ltd, Onex Debt Opportunity Fund, LTD, Redwood
Master Fund LTD, Collins Stewart (CI) Ltd, SPH Invest SA,
Consilium Treuhand AG & Beata Domus Anstalt, Maria-Dorothea
Laminet, Credit Suisse AG, Cheviot Asset Management, Ing. Hugo
Wagner, Allianz Bank Financial Advisors SPA, Rui Manuel Antunes
Goncalves Rosa, UBS AG, Zurich (Switzerland), Aly Aziz, Johanna
Schoeffel, Sirdar Aly Azziz, CSS, LLC, Josef Schmidseder, Hermann
Dettmar, Helene Detmarr, Claus Pedersen, HFR RVA Advent Global
Opportunity Master Trust, The Advent Global Opportunity Master
Fund, Banca delle Marche SPA, Ore Hill Credit Hub Fund Ltd,
Bhalodia RV/RM/Patel RG, Barclays Bank PLC, JPMorgan Securities
Limited, Intesa Sanpaolo SPA, Intesa Sanpaolo Private Banking SPA,
Credito Emiliano SPA, UniCredit Banca di Roma SPA, Hutchin Hill
Capital C1, Ltd., Deutsche Bank SPA, Banca Popolare di Vicenza
SCPA, Cassa Centrale Banca-Credito Cooperativo del Nord Est SPA,
Banca di Credito Cooperativo di Roma Societa Cooperativa, Bank of
Valletta PLC, Banca di Credito Cooperativo Abruzzese-Cappelle sul
Tavo-Societa Cooperativa, UBS AG, Pera Ugo, Garibaldi Rosanna,
Canyon Value Realization Fund LP, Lyxor/Canyon Value Realization
Fund Limited, Canyon-GRF Master Fund LP, Prospect Mountain Fund
Limited, Red River Business Inc., Green Hunt Wedlake, Inc., as
trustee for General Motors Nova Scotia Finance Company, John Doe
Nos. 1-100, John Doe, Inc. Nos. 1-100.

A copy of the Court's May 17, 2012 Decision and Order is available
at http://is.gd/D2zOP4from Leagle.com.

Eric B. Fisher, Esq. -- fishere@dicksteinshapiro.com -- at
DICKSTEIN SHAPIRO LLP, represents GUC Trust.

Kevin D. Finger, Esq. -- fingerk@gtlaw.com -- at GREENBERG
TRAURIG, LLP, represents Aurelius.

                       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, 2011.


GLOBAL BRASS: S&P Rates New $375MM Senior Secured Notes 'B'
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit ratings on Schaumburg, Ill.-based Global Brass and Copper
Inc. The rating outlook is stable.

"We assigned our 'B' (one notch below the corporate credit rating)
issue-level rating and '5' recovery rating to Global Brass'
proposed $375 million senior secured notes due 2019. The '5'
recovery rating indicates our expectation of modest (10% to 30%)
recovery for noteholders in the event of a payment default," S&P
said.

The company expects to use the proceeds from the proposed notes to
refinance the existing term loan and fund a distribution to
shareholders.

"The rating affirmation and stable rating outlook reflect our view
that the company's operating performance should be strong enough
to maintain credit metrics within our expectations for the 'B+'
rating with adequate liquidity to pay any near-term financial
obligations," said Standard & Poor's credit analyst Maurice
Austin. "Our rating incorporates our expectation that debt to
EBITDA will remain below 5x and funds from operations (FFO) to
total debt between 15% and 20% during the next year or so."

"The corporate credit rating on Global Brass reflects the
combination of what we consider to be the company's 'weak'
business risk and 'aggressive' financial risk. The company is
exposed to cyclical end markets (including construction, defense,
electrical and electronics, and industrial machinery and
equipment) that can result in wide variations in operating
performance throughout a business cycle. In addition, our view of
the company's business risk reflects its relative small scale and
scope compared with other metals producers and distributors. The
rating also takes into consideration our view that the company
will have adequate liquidity to meet its near-term obligations,
that it has long-standing customer relationships, and has improved
its profitability by lowering its operating costs and enhancing
its operational flexibility," S&P said.

"Our base-case scenario incorporates our expectation that Global
Brass generates about $120 million of EBITDA during 2012. We
expect EBITDA to increase to about $130 million in 2013, owing
mainly to higher volumes across all three of its business segments
amid a gradual recovery in its end markets. Given our assumptions,
we expect 2012 debt to EBITDA to be about 3.3x, EBITDA coverage of
interest expense below 4x, and FFO to total debt of about 15%. In
2013, we expect similar metrics with debt to EBITDA about 3x,
EBITDA coverage of interest expense of about 4x, and FFO to total
debt of about 17%, levels we would consider commensurate with our
view of its 'aggressive' financial risk," S&P said.

"Global Brass manufactures brass and copper products that are used
in a variety of end markets. About 75% of costs are variable metal
costs, exposing the company to volatile metal prices, particularly
copper. However, metal costs have historically been passed through
to the customer, which, in our view, should limit the impact to
profitability under normal market conditions, aside from the cost
of carrying metal inventory and the negative effect of volume
declines," S&P said.

"Increasing capital expenditures contributes to our view of Global
Brass' financial profile as 'aggressive.' We estimate that free
operating cash flow is likely to be about $45 million in 2012 and
decrease to about $30 million in 2013 because of higher capital
expenditures. The company is increasing its capital expenditures
to create incremental capacity and invest in infrastructure.
Although the company could conserve cash by slowing or postponing
capital plans in response to market conditions, this would likely
hurt the company's business position over the longer term," S&P
said.

"The stable rating outlook reflects our expectation that GBC will
maintain credit measures at a level appropriate for a 'B+' rating.
We expect debt to EBITDA of about 3x at the end of 2012 and 2013
as we have begun to see a gradual recovery in demand in GBC's end
markets, resulting in both improved pricing and volumes," S&P
said.

"We would consider a negative rating action if, as a result of
deterioration in operating performance during the next several
quarters, the company's credit measures weakened to a level that
we would consider inconsistent with the current rating;
specifically, if debt to EBITDA were to exceed and remain at
more than 5x. This could occur if new housing starts and
automobile sales reverse current trends and decline or if they
increase at a slower pace than expected. We would also lower our
rating if we no longer viewed the company's liquidity to be
adequate," S&P said.

A positive rating action seems less likely in the near term, given
the less transparent operating strategy and financial policy
inherent with private equity-owned firms.


GRAPHIC PACKAGING: Fitch Lifts and Withdraws Issuer Default Rating
------------------------------------------------------------------
Fitch Ratings has taken the following rating actions on Graphic
Packaging Holding Company (GPK):

  -- Issuer Default Rating upgraded to 'BB-' from 'B' and
     withdrawn;

  -- Senior unsecured notes upgraded to 'BB-' from 'B/RR4' and
     withdrawn;

  -- Senior secured revolver affirmed at 'BB' and withdrawn;

  -- Senior secured term loan affirmed at 'BB' and withdrawn.

Prior to the ratings actions, the Recovery Rating on the senior
secured revolver and term loan was 'RR1'.

The Rating Outlook is revised to Stable from Positive.

The upgrade and affirmation acknowledge GPK's persistent and
successful efforts in debt reduction following the 2008
acquisition of Altivity Packaging.  Current business conditions
within the packaging sector favor a continuing modest recovery and
likely additional debt repayment by GPK.  GPK exited this past
first quarter with a debt/LTM EBITDA of 3.72x as calculated by
Fitch.

The ratings have been withdrawn for business reasons, and Fitch
will no longer provide rating coverage of GPK.


GREEN ENERGY: Incurs $535,000 Net Loss in First Quarter
-------------------------------------------------------
Green Energy Management Services Holdings, Inc., filed with the
U.S. Securities and Exchange Commission its quarterly report on
Form 10-Q disclosing a net loss of $535,235 on $78,001 of revenue
earned for the three months ended March 31, 2012, compared with a
net loss of $12.70 million on $4,307 of revenue earned for the
same period during the prior year.

The Company reported a net loss of $19.25 million on $116,550 of
revenue for 2011, compared with a net loss of $1.91 million on
$291,311 of revenue for 2010.

The Company's balance sheet at March 31, 2012, showed $1.40
million in total assets, $4.12 million in total liabilities, all
current, and a $2.71 million total stockholders' deficit.

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

                        http://is.gd/3FEMyJ

                         About Green Energy

Baton Rouge, Louisiana-based Green Energy Management Services
Holdings, Inc., is a full service energy management company.  GEM
provides its clients all forms of energy efficiency solutions
mainly based in two functional areas: energy efficient lighting
upgrades and efficient water utilization.  GEM is currently
primarily involved in the distribution of energy efficient light
emitting diode ("LED") units (the "Units") to end users who
utilize substantial quantities of electricity. [GEM is also
currently involved in the initial stages of customer installation
of its Water Management System.]  GEM structures its contracts
with no upfront or maintenance costs to its customers and shares
in the achieved energy[, water utilization] and maintenance
savings.

In its audit report for the 2011 results, MaloneBailey, LLP, in
Houston, Texas, expressed substantial doubt about Green Energy
Management Services Holdings' ability to continue as a going
concern.  The independent auditors noted that the Company has
suffered recurring losses from operations.


GUANGZHOU GLOBAL: Reports $1.63 Million Net Income in Q1
--------------------------------------------------------
China Teletech Holding, Inc., formerly known as Guangzhou Global
Telecom, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of US$1.63 million on US$3.03 million of sales for the three
months ended March 31, 2012, compared with net income of
US$158,199 on US$9.21 million of sales for the same period during
the prior year.

The Company reported a net loss of US$348,124 in 2011, compared
with a net loss of US$2.28 million in 2010.

The Company's balance sheet at March 31, 2012, showed US$4.59
million in total assets, US$4.23 million in total liabilities and
US$360,111 in total stockholders' equity.

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

                        http://is.gd/dG3sLu

                       About Guangzhou Global

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

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


HALO COMPANIES: Reports $280,000 Net Income in First Quarter
------------------------------------------------------------
Halo Companies, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $280,140 on $1.91 million of revenue for the three months ended
March 31, 2012, compared with a net loss of $1.12 million on
$854,902 of revenue for the same period during the prior year.

Halo Companies reported a net loss of $2.50 million in 2011,
compared with a net loss of $3.63 million in 2010.

The Company's balance sheet at March 31, 2012, showed $896,795 in
total assets, $3.32 million in total liabilities and a $2.42
million total shareholders' deficit.

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

                        http://is.gd/9zCC6m

                        About Halo Companies

Allen, Texas-based Halo Companies, Inc., is a nationwide real
estate investment, asset management and financial services company
that provides technology and asset management solutions to asset
owners as well as real estate and financial services to
financially distressed consumers which can be applied individually
or utilized as a comprehensive workout strategy.

Following the year ended Dec. 31, 2011 results, Montgomery Coscia
Greilich LLP, in Plano, Texas, expressed substantial doubt about
the ability of the Company to continue as a going concern.  The
independent auditors noted that Halo Companies, Inc., has incurred
losses since its inception and has not yet established profitable
operations.


HIGH PLAINS: Delays Form 10-Q for First Quarter
-----------------------------------------------
High Plains Gas, Inc., has experienced delays in completing its
financial statements for the quarter ended March 31, 2012.  As a
result, the Company is delayed in filing its Form 10-Q for the
quarter then ended.

                         About High Plains

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.

Eide Bailly LLP, in Greenwood Village, Colorado, issued a "going
concern" qualification on the financial statements for the ear
ending Dec. 31 2011, citing significant operating losses which
raised substantial doubt about High Plains Gas' ability to
continue as a going concern.

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.


HOPE MEDICAL: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Hope Medical Park Hospital, LLC
        fka Signature Medical Park Hospital, LLC
        c/o Jack Spencer
        2001 South Main Street
        Hope, AR 71801

Bankruptcy Case No.: 12-71952

Chapter 11 Petition Date: May 17, 2012

Court: United States Bankruptcy Court
       Western District of Arkansas (Texarkana)

Debtor's Counsel: James Akins, Esq.
                  SMITH AKINS. P.A.
                  400 West Capitol Avenue, Suite 1700
                  Little Rock, AR 72201
                  Tel: (501) 537-5111
                  Fax: (501) 537-5113
                  E-mail: dakins@smithakins.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 together with the petition is available for free at
http://bankrupt.com/misc/arwb12-71952.pdf

The petition was signed by Jack Spencer, manager.

Affiliates that filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Hope MSO, LLC f/k/a Signature MSO, LLC            05/17/12
Shiloh Health Services of Arkansas, Inc.          05/17/12
Shiloh Health Services, Inc.                      05/17/12


HOSTESS BRANDS: Proposing Auto Crash Mediation, Arbitration
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Hostess Brands Inc. is proposing alternative dispute
resolution to stanch the increasing number of tort claimants
asking for permission to proceed with lawsuits.  Hostess said in a
May 16 court filing that claimants, such as people injured in auto
accidents, have consumed lawyers' time by filing requests to
proceed with suits outside bankruptcy court.

According to the report, at a May 30 hearing, the company will ask
the judge to force them to participate either in binding
arbitration or nonbinding mediation, if the two sides don't settle
beforehand.  Any settlements or arbitration awards will be general
unsecured claims to the extent there isn't insurance to cover the
damages.  Hostess is proposing that it have the right to settle
for $150,000 or less without court approval and without notice in
advance even to the creditors' committee.

The company, the report relates, said in other court filings that
its auto liability policy has a $1.5 million deductible for each
accident.  Consequently, the typical accident victim with a minor
injury or property damage will have only an unsecured claim since
insurance won't kick in.

                       About Hostess Brands

Founded in 1930, Irving, Texas-based Hostess Brands Inc., is known
for iconic brands such as Butternut, Ding Dongs, Dolly Madison,
Drake's, Home Pride, Ho Hos, Hostess, Merita, Nature's Pride,
Twinkies and Wonder.  Hostess has 36 bakeries, 565 distribution
centers and 570 outlets in 49 states.

Hostess filed for Chapter 11 bankruptcy protection early morning
on Jan. 11, 2011 (Bankr. S.D.N.Y. Case Nos. 12-22051 through
12-22056) in White Plains, New York.  Debtor-affiliates that filed
separate Chapter 11 petition are IBC Sales Corporation, IBC
Trucking LLC, IBC Services LLC, Interstate Brands Corporation, and
MCF Legacy Inc.  Hostess Brands disclosed assets of $982 million
and liabilities of $1.43 billion as of Dec. 10, 2011.  Debt
includes $860 million on four loan agreements.  Trade suppliers
are owed as much as $60 million.

The bankruptcy filing was made two years after predecessors
Interstate Bakeries Corp. and its affiliates emerged from
bankruptcy (Bankr. W.D. Mo. Case No. 04-45814).  Ripplewood
Holding LLC, after providing $130 million to finance the plan,
obtained control of IBC's business following the prior
reorganization.  Hostess Brands is privately held.  The new owners
pursued new Chapter 11 cases to escape from what they called
"uncompetitive and unsustainable" union contracts, pension plans,
and health benefit programs.

In 2011, Hostess retained Houlihan Lokey to explore sales of its
smaller assets and individual brands.  Houlihan Lokey oversaw the
sale of Mrs. Cubbison's to Sugar Foods Corporation for
$12 million, but was unable to sell any of Hostess' core assets.
Judge Robert D. Drain oversees the case.  Hostess has hired Jones
Day as bankruptcy counsel; Stinson Morrison Hecker LLP as general
corporate counsel and conflicts counsel; Perella Weinberg Partners
LP as investment bankers, FTI Consulting, Inc. to provide an
interim treasurer and additional personnel for the Debtors, and
Kurtzman Carson Consultants LLC as administrative agent.

Matthew Feldman, Esq., at Willkie Farr & Gallagher, and Harry
Wilson, the head of turnaround and restructuring firm MAEVA
Advisors, are representing the Teamsters union.

Attorneys for The Bakery, Confectionery, Tobacco Workers and Grain
Millers International Union and Bakery & Confectionery Union &
Industry International Pension Fund are Jeffrey R. Freund, Esq.,
at Bredhoff & Kaiser, P.L.L.C.; and Ancela R. Nastasi, Esq., David
A. Rosenzweig, Esq., and Camisha L. Simmons, Esq., at Fulbright &
Jaworski L.L.P.

An official committee of unsecured creditors has been appointed in
the case.  The committee selected New York law firm Kramer Levin
Naftalis & Frankel LLP as its counsel. Tom Mayer and Ken Eckstein
head the legal team for the committee.

Hostess in April 2012 concluded the trial seeking authorization to
terminate contracts with the Teamsters and bakery workers, the two
largest unions.  Hostess says costs must be reduced to attract new
capital required to exit bankruptcy.  In May, the Debtors obtained
Court permission to terminate the contracts with the bakers' union
but not with the Teamsters.


HUNTER'S TRACE: Case Summary & 4 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Hunter's Trace Properties, Inc.
        1363 W. Lakeshore Drive
        Clermont, FL 34711

Bankruptcy Case No.: 12-06809

Chapter 11 Petition Date: May 17, 2012

Court: United States Bankruptcy Court
       Middle District of Florida (Orlando)

Debtor's Counsel: James H. Monroe, Esq.
                  JAMES H. MONROE, P.A.
                  P.O. Box 540163
                  Orlando, FL 32854
                  Tel: (407) 872-7447
                  Fax: (407) 246-0008
                  E-mail: jhm@jamesmonroepa.com

Scheduled Assets: $5,192,526

Scheduled Liabilities: $7,623,637

A copy of the Company's list of its four largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/flmb12-06809.pdf

The petition was signed by Robert J. Wade, president.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Robert J. Wade                         12-06804   05/17/12


IMPLANT SCIENCES: Incurs $3.9 Million Net Loss in March 31 Qtr.
---------------------------------------------------------------
Implant Sciences Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $3.89 million on $686,000 of revenue for the three
months ended March 31, 2012, compared with a net loss of $641,000
on $734,000 of revenue for the same period during the prior year.

The Company reported a net loss of $10.25 million on $2.85 million
of revenue for the nine months ended March 31, 2012, compared with
a net loss of $10.67 million on $4.88 million of revenue for the
same period a year ago.

The Company reported a net loss of $15.55 million for the year
ended June 30, 2011, compared with a net loss of $15.52 million
during the prior year.

The Company's balance sheet at March 31, 2012, showed
$5.77 million in total assets, $34.81 million in total
liabilities, and a $29.04 million total stockholders' deficit.

                        Bankruptcy Warning

The Company said in the quarterly report that any failure to
comply with its debt covenants, to achieve its projections or to
obtain sufficient capital on acceptable terms would have a
material adverse impact on its liquidity, financial condition and
operations and could force the Company to curtail or discontinue
operations entirely or file for protection under bankruptcy laws.
Further, upon the occurrence of an event of default under certain
provisions of the Company's agreements with DMRJ Group LLC, the
Company could be required to pay default rate interest equal to
the lesser of 3.0% per month and the maximum applicable legal rate
per annum on the outstanding principal balance outstanding.

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

                        http://is.gd/M4Pxg8

                       About Implant Sciences

Implant Sciences Corporation (OBB: IMSC.OB) --
http://www.implantsciences.com/-- develops, manufactures and
sells sensors and systems for the security, safety and defense
(SS&D) industries.

Marcum LLP, in Boston, Massachusetts, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Sept. 30, 2011, citing recurring net losses and
continues to experience negative cash flows from operations.  The
independent auditors noted that the Company has had  As of Sept.
30, 2011, the Company's principal obligation to its primary lender
was approximately $23,115,000 with accrued interest of
approximately $1,705,000.


INFINITY ENERGY: Incurs $460,000 Net Loss in First Quarter
----------------------------------------------------------
Infinity Energy Resources, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $460,733 for the three months ended
March 31, 2012, compared with a net loss of $1.80 million for the
same period during the prior year.

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 March 31, 2012, showed $4.86
million in total assets, $32.10 million in total liabilities and a
$27.23 million total stockholders' deficit.

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

                        http://is.gd/sYaIcr

                      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.

Following the 2011 results, 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.


INFUSION BRANDS: Delays Form 10-Q for First Quarter
---------------------------------------------------
Infusion Brands International, Inc.'s quarterly report on Form 10-
Q for the period ended March 31, 2012, was not filed within the
prescribed time period because the Company requires additional
time for compilation and review to insure adequate disclosure of
certain information required to be included in the Form 10-Q.  The
Company's quarterly report on Form 10-Q will be filed on or before
the 5th calendar day following the prescribed due date.

                       About Infusion Brands

Infusion Brands International, Inc. is a global consumer products
company.  Its wholly owned operating subsidiary, Infusion Brands,
Inc. specializes in building and marketing profitable brands
through international direct-to-consumer channels of distribution.

On Dec. 16, 2010, as part of its quasi-reorganization in order to
change its business model from that of an acquisition strategy to
a singular operating model as a consumer products company which
builds and markets brands internationally through direct-to-
consumers channels of distribution, OmniReliant Holdings, Inc.
entered into an agreement and plan of merger with Infusion Brands
International, Inc., a Nevada corporation and the Company's
wholly-owned subsidiary.  Pursuant to the terms and subject to the
conditions set forth in the Merger Agreement, the Company merged
with and into Infusion Brands International, Inc., solely to
effect a name change of the Company.

The Company reported a net loss of $6.94 million on $17.94 million
of product sales in 2011, compared with a net loss of $16.07
million on $7.17 million of product sales in 2010.

The Company's balance sheet at Dec. 31, 2011, showed
$10.74 million in total assets, $8.62 million in total
liabilities, $20.47 million in redeemable preferred stock, and a
$18.34 million total deficit.

Meeks International LLC, in Tampa, Florida, expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company has incurred
significant recurring losses from operations and is dependent on
outside sources of financing for continuation of its operations
and management is restructuring and redirecting its operating
initiatives that require the use of its available capital
resources.


INNOVATIVE FOOD: Incurs $604,000 Net Loss in First Quarter
----------------------------------------------------------
Innovative Food Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $604,637 on $3.28 million of revenue for the three
months ended March 31, 2012, compared with net income of $170,128
on $2.47 million of revenue for the same period during the prior
year.

The Company reported net income of $1.49 million in 2011, compared
with a net loss of $2.11 million in 2010.

The Company's balance sheet at March 31, 2012, showed $1.37
million in total assets, $5.30 million in total liabilities, all
current, and a $3.93 million total stockholders' deficiency.

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

                        http://is.gd/2NzvzB

                       About Innovative Food

Naples, Fla.-based Innovative Food Holdings, Inc., through its
subsidiaries, provides perishables and specialty food products to
the wholesale foodservice industry.

In its audit report for the 2011 financial statements, RBSM 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 incurred significant losses from
operations since its inception and has a working capital
deficiency.


INTERNAL FIXATION: Delays First Quarter Form 10-Q for Analysis
--------------------------------------------------------------
Internal Fixation Systems, Inc., was not able to file its
quarterly report on Form 10-Q for the quarter ended March 31,
2012, on or prior to May 15, 2012, because the Company is in the
process of completing its analysis of current versus non-current
inventory as well as the costs of goods analysis for the period.

                      About Internal Fixation

South Miami, Fla.-based Internal Fixation Systems, Inc., is a
manufacturer and marketer of generically priced orthopedic and
podiatric implants.  Customers include ambulatory surgery centers,
hospitals and orthopedic surgeons.  IFS's strategy is to focus on
commonly used implants that no longer have patent protection.  The
Company enhances the implants and sells them at prices below the
market leaders.

The Company reported a net loss of $3.45 million in 2011, compared
with a net loss of $781,440 in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $1.78 million
in total assets, $1.66 million in total liabilities and $117,000
in total stockholders' equity.

After auditing the Company's financial results for 2011, Goldstein
Schechter Koch P.A., in Hollywood, Florida, expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company had a net loss in
2011 and 2010.  Additionally, the Company has an accumulated
deficit of approximately $4.21 million and a working capital
deficit of approximately $683,500 at Dec. 31, 2011, and is unable
to generate sufficient cash flow to fund current operations.


INTERNATIONAL FUEL: Incurs $501,000 Net Loss in First Quarter
-------------------------------------------------------------
International Fuel Technology, Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing a net loss of $500,961 on $80,682 of revenue for
the three months ended March 31, 2012, compared with a net loss of
$523,324 on $62,930 of revenue for the same period during the
prior year.

The Company reported a net loss of $2.57 million in 2011, compared
with a net loss of $2.21 million in 2010.

The Company's balance sheet at March 31, 2012, showed $2.39
million in total assets, $4.41 million in total liabilities and a
$2.01 million total stockholders' deficit.

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

                        http://is.gd/hLWu3N

                      About International Fuel

St. Louis, Mo.-based International Fuel Technology, Inc., is a
technology company that has developed a range of liquid fuel
additive formulations that enhance the performance of petroleum-
based fuels and renewable liquid fuels.

BDO USA, LLP, in Chicago, Illinois, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2011, citing recurring losses from operations,
working capital and stockholders' deficits and cash obligations
and outflows from operating activities that raise substantial
doubt about its ability to continue as a going concern.


INTERNATIONAL NAIL: Case Summary & 7 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: International Nail & Spa Corp. II
        aka International Nail & Spa (Corp) II
        aka Coco Nails
        889 High Ridge Road
        Stamford, CT 06905

Bankruptcy Case No.: 12-50915

Chapter 11 Petition Date: May 18, 2012

Court: United States Bankruptcy Court
       District of Connecticut (Bridgeport)

Judge: Alan H.W. Shiff

Debtor's Counsel: Ellery E. Plotkin, Esq.
                  LAW OFFICES OF ELLERY E. PLOTKIN, LLC
                  777 Summer Street, 2nd Floor
                  Stamford, CT 06901
                  Tel: (203) 325-4457
                  Fax: (203) 325-4376
                  E-mail: EPlotkinJD@aol.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 seven largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/ctb12-50915.pdf

The petition was signed by Thomas Ramunto, director.


INTRALINKS HOLDINGS: S&P Puts 'BB-' Corp. Credit Rating on Watch
----------------------------------------------------------------
Standard & Poor's Rating Services placed all of its ratings on New
York City-based IntraLinks Holdings Inc., including its 'BB-'
corporate credit rating, on CreditWatch with negative
implications.

"Following a period of strong growth and with margins above 30%,
revenue growth slowed in the last quarter of 2011 and declined in
the first quarter of 2012. However, margins declined sharply in
the March quarter, to about 15%, reflecting continued investments
in sales, marketing, and customer service," S&P said.

"IntraLinks reported revenue of $50.8 million in the quarter ended
March 31, down almost 4% from the previous quarter and down about
3% from the year-ago quarter. Revenue declined in all three
segments, reflecting reduced business from a large enterprise
customer, smaller deal sizes in its M&A segment reflecting
increased referrals from middle-market financial institutions, and
customer losses in its debt capital markets segment. Costs
increased on investments in sales, marketing, and customer
service," S&P said.

These factors, along with increased public company costs, caused
EBITDA to decline to $7.6 million in the most recent quarter from
$16.5 million in the previous quarter, and margins were down to
15%.

"Although the company has been paying down debt and reducing
leverage since its IPO," said Standard & Poor's credit analyst
Christian Frank, "these results, coupled with second-quarter
guidance for revenue and EBITDA in a similar or lower range as in
the first quarter, put the company on a trajectory to increase
adjusted leverage above 3x.' Also, free cash flow was negative in
the period. In addition, the company's management team is
transitioning with a new CEO, General Counsel, Chief Marketing
Officer, and EVP of Business Operations currently in place, and
the CFO announced his intention to resign once a replacement has
been identified."

New management has begun a strategy review process that should
offer additional clarity on the company's investment priorities
and financial policy.

"We will monitor the company's performance and resolve the
CreditWatch listing following the results of its strategy review
process, expected when it announces earnings for the June quarter.
In our review, we will reassess the company's business prospects
and its financial risk profile, as well as its growth strategy and
financial policy. Based on current market conditions and
performance expectations, any potential downgrade would likely be
limited to one notch," S&P said.


ISTAR FINANCIAL: To Sell $3.5 Billion of Securities
---------------------------------------------------
iStar Financial Inc. filed with the U.S. Securities and Exchange
Commission a Form S-3 registration statement relating to the
Company's offering of common stock, preferred stock, depositary
shares representing shares of preferred stock, debt securities or
warrants entitling the holders to purchase common stock, preferred
stock, depositary shares or debt securities, at an aggregate
initial offering price which will not exceed $3,500,000,000.  The
Company will determine when it sell securities, the amounts of
securities the Company will sell and the prices and other terms on
which the Company will sell them.  The Company may sell securities
to or through underwriters, through agents or directly to
purchasers.

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

                        http://is.gd/jzsfXo

                       About iStar Financial

New York-based iStar Financial Inc. (NYSE: SFI) provides custom-
tailored investment capital to high-end private and corporate
owners of real estate, including senior and mezzanine real estate
debt, senior and mezzanine corporate capital, as well as corporate
net lease financing and equity.  The Company, which is taxed as a
real estate investment trust, provides innovative and value added
financing solutions to its customers.

The Company reported a net loss of $25.69 million in 2011,
compared with net income of $80.20 million in 2010.

The Company's balance sheet at March 31, 2012, showed $7.58
billion in total assets, $6.08 billion in total liabilities and
$1.50 billion in total equity.

                           *     *     *

As reported by the TCR on March 29, 2011, Fitch Ratings has
upgraded the Issuer Default Rating to 'B-' from 'C'.
The upgrade of iStar's IDR is based on the improved liquidity
profile of the company, pro forma for the new senior secured
credit agreement (the new financing) that extends certain of the
company's debt maturities, relieving the overhang of significant
secured debt maturities in June 2011.

As reported by the Troubled Company Reporter on March 22, 2011,
Standard & Poor's said that it raised its counterparty credit
rating on iStar Financial Inc. to 'B+' from 'CCC' and removed it
from CreditWatch where it was placed with positive implications on
Feb. 23.  The outlook is stable.

"The upgrade reflects the company's closing of a $2.95 billion
senior secured credit facility, which it will use to refinance the
company's existing secured bank facilities and repay a portion of
the company's unsecured debt," said Standard & Poor's credit
analyst Jeffrey Zaun.  If S&P's analysis of the new secured
facility indicates 100% or more collateral coverage, S&P will rate
the issue 'BB-'.  If S&P's analysis of collateral indicates less
than 100% coverage, S&P will rate the issue 'B+'.


JACKSON GREEN: Lender Takes Back Chicago Commercial Property
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the bankruptcy judge has approved the sale of Jackson
Green LLC's assets to its secured lender in exchange for debt.
Wells Fargo Bank NA, as agent for the secured lender, opposed both
the use of cash and selling the property at auction.  The owner
obtained an appraisal saying the property was worth
$10.15 million, less than half the $22 million owing on the Wells
Fargo first mortgage.  The owner eventually relented and allowed
Wells Fargo to buy the property in exchange for $10.15 million in
secured debt.

                        About Jackson Green

Based in Minocqua, Wisconsin, Jackson Green LLC owns a commercial
office building and parking lot in Chicago.  Jackson Green
originally filed for Chapter 11 bankruptcy (Bankr. W.D. Wis. Case
No. 09-10099) on Jan. 9, 2009.  The Court confirmed the Debtor's
chapter 11 plan on May 18, 2010.

Jackson Green returned to bankruptcy (Bankr. W.D. Wis. Case No.
11-14038) on June 23, 2011.  Judge Thomas S. Utschig presides over
the so-called Chapter 22 case.  The Law Office of Terrence J.
Byrne serves as the Debtor's Chapter 22 counsel.

In its schedules, the Debtor disclosed $25.2 million in assets and
$22.8 million in liabilities.

Secured lender Wells Fargo is represented by lawyers at Foley &
Lardner LLP.

The United States Trustee said a committee under 11 U.S.C. Sec.
1102 has not been appointed because an insufficient number of
persons holding unsecured claims against Jackson Green have
expressed interest in serving on a committee.


JC PENNEY: S&P Cuts Corp. Credit Rating to 'BB-'; on Watch Neg
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Plano, Texas-based J.C. Penney Co. Inc. to 'BB-' from
'BB' and placed it and other Penney ratings on CreditWatch with
negative implications.

"The downgrade follows J.C. Penney Co. Inc.'s announcement of its
first-quarter results, which were meaningfully below our
expectations," said Standard & Poor's credit analyst David Kuntz.
"As a result of the poor performance during this period, we
estimate that leverage is now in the mid-5.0x area and that
interest coverage has deteriorated to about 2.6x."

"We believe that the company's performance is likely to be weak
throughout the balance of the year, and that further disruptions
are likely, as it implements its new merchandising and pricing
strategy. In our view, credit metrics will probably deteriorate
further over the next 12 months. The CreditWatch placement
indicates that the rating is vulnerable to a further downgrade
after we reassess the company's business and financial
strategies," S&P said.

"We expect to resolve the CreditWatch listing in the near term,
after discussions with management about the implementation of
their new strategy and gaining further visibility into some of the
company's revenue and margin trends. Specifically, we are
interested in customer acceptance of the new pricing model as well
as steps the company is taking to improve its merchandise.
Although the elimination of the company's dividend will strengthen
cash flow going forward, a better understanding of the company's
longer-term financial policies would also be an important
component to our analysis," S&P said.


JEFFERSON COUNTY, AL: Bankruptcy Hurting Alabama as a Whole
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that some politicians say the failure of the Alabama
governor and legislature to help Jefferson County develop a
strategy for emerging from municipal bankruptcy is hurting the
state as a whole.

                     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.


JOSEPH DELGRECO: DLA Piper Asks to End $17MM Malpractice Suit
-------------------------------------------------------------
Django Gold at Bankruptcy Law360 reports that DLA Piper on
Thursday asked a New York federal court to toss a bankrupt
furniture company's $17 million suit accusing the law firm of
mismanaging a licensing deal and ensuing legal matters, arguing
the company has failed to provide expert testimony supporting most
of its claims.

According to Law360, the law firm said in its motion for summary
judgment that most of the "wide-ranging" claims presented in
Joseph DelGreco & Co. Inc.'s malpractice suit are fatally
unsupported by a lack of expert testimony required under state
law.

Based in New York, Joseph DelGreco & Company Inc. filed for
Chapter 11 Protection (Bankr. Case No.09-16041) on Oct. 8, 2009.
Joel Martin Shafferman, Esq., at Shafferman & Feldman, LLP,
represents the company.  The Debtor estimated assets of less than
$50,000 and debts of between $1 million and $10 million.


KATTASH MEDICAL: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Kattash Medical Corporation
        dba Beverly Hills Cosmetic Surgery Center
        8710 Monroe Ct. Suite 250
        Rancho Cucamonga, CA 91730-4885

Bankruptcy Case No.: 12-22270

Chapter 11 Petition Date: May 18, 2012

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

Debtor's Counsel: Bryan L. Ngo, Esq.
                  BLUE CAPITAL LAW FIRM, P.C.
                  14441 Brookhurst St Ste 8
                  Garden Grove, CA 92843
                  Tel: (714) 839-3800
                  Fax: (949) 271-5788
                  E-mail: bngo@bluecapitallaw.com

Scheduled Assets: $756,180

Scheduled Liabilities: $1,485,930

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/cacb12-22270.pdf

The petition was signed by Maan M. Kattash, president.


LIBERATOR INC: Lowers Net Loss in March 31 Quarter
--------------------------------------------------
Liberator, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $1,965 on $3.96 million of net sales for the quarter ended
March 31, 2012, compared with net income of $102,074 on $3.55
million of net sales for the same period during the prior year.

The Company reported a net loss of $134,950 on $11.20 million of
net sales for the three quarters ended March 31, 2012, compared
with a net loss of $501,959 on $9.87 million of net sales for the
same period a year ago.

The Company had a net loss of $801,252 for the year ended June 30,
2011, following a net loss of $1.03 million during the prior year.

The Company's balance sheet at March 31, 2012, showed $3.68
million in total assets, $4.55 million in total liabilities and a
$877,122 total stockholders' deficit.

"Liberator is pleased to announce our record third quarter revenue
of $4.0 million for our OneUp Innovations subsidiary," said Louis
Friedman, President and CEO of Liberator, Inc.  "Sales through our
Wholesale channel increased 33% from the third quarter of 2011.
As we begin to deploy new strategic sales initiatives and
capitalize on our wholesale business to retailers in the remainder
of 2012, we believe Liberator's brand awareness in the growing
sexual wellness industry will increase demand for our products
both domestically and worldwide.  Subsequent to the end of the
third quarter, we announced an initiative with One Pica to re-
platform our e-commerce sites, which we expect will result in
higher direct to consumer sales later this calendar year."

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

                         http://is.gd/67qwZl

                        About Liberator Inc.

Headquartered in Atlanta, Georgia, Liberator, Inc. is a provider
of goods and information to consumers who believe that sensual
pleasure and fulfillment are essential to a well-lived and healthy
life.  The information that the Company provides consists
primarily of product demonstration videos that the Company shows
on its Web sites and instructional DVD's that the Company sells.

Gruber & Company, LLC, in Lake Saint Louis, Missouri, noted that
conditions exist which raise substantial doubt about the Company's
ability to continue as a going concern unless it is able to
generate sufficient cash flows to meet its financing requirements
and attain profitable operations.


LIGHTSQUARED INC: Hiring Fraser Milner as Canadian Lawyers
----------------------------------------------------------
LightSquared Inc. and certain of its affiliates seek Bankruptcy
Court authority to employ Fraser Milner Casgrain LLP as Canadian
counsel.

The Debtors obtained an interim order permitting affiliate
LightSquared LP to act as the Foreign Representative on behalf of
the Debtors' estates in any judicial or other proceedings in a
foreign country, including in ancillary bankruptcy proceedings in
Canada.  As a Foreign Representative, LSLP has the power to act in
any way permitted by applicable foreign law, including, but not
limited to, (a) seeking recognition of the Chapter 11 cases in the
Canadian Proceedings, (b) requesting that the Canadian Court lend
assistance to the Bankruptcy Court in protecting the property of
the Debtors' estates and (c) seeking any other appropriate relief
from the Canadian Court that LSLP deems just and proper in the
furtherance of the protection of the Debtors' estates.

Under the Interim Order, the Bankruptcy Court also sought aid and
assistance of the Canadian Court to recognize the Chapter 11 cases
as a "foreign main proceeding" and LSLP as a "foreign
representative" pursuant to Canada's Companies' Creditors
Arrangement Act.

The Court will hold a Final Hearing on the Foreign Representative
Motion on June 11, 2012 at 2:00 p.m. (prevailing Eastern time).

Fraser Milner currently represents and has previously represented
various stakeholders in significant and recent CCAA and cross-
border restructuring proceedings, including Nortel Networks, Inc.,
TerreStar Networks Inc., Catalyst Paper Corporation, Crystallex
International Corp., Trident Resources Corp., Cooper-Standard
Automotive, Grant Forest Products Inc., Abitibi-Bowater, Smurfit
Stone, Doman Industries Limited, The Ravelston Group of Companies,
Bombay Furniture Company of Canada, GT Group Telecom, Pope &
Talbot Ltd., Vic West Corporation, "the Portus Group" and many
others.

Since February 2004, Fraser Milner has acted as Canadian counsel
to the Debtors and their non-Debtor affiliates, providing a broad
array of legal services across a variety of disciplines including
general corporate, tax, regulatory, securities and restructuring.
In the months leading up to the commencement of these Chapter 11
Cases, Fraser Milner was actively involved with the Debtors'
proposed lead restructuring counsel, Milbank, Tweed, Hadley &
McCloy LLP, in advising the Debtors on their restructuring
alternatives, including the preparation of the cross-border
filings.

R. Shayne Kukulowicz, Esq. -- shayne.kukulowicz@fmc-law.com -- a
partner of Fraser Milner, attests the firm is a "disinterested
person," as such term is defined in section 101(14) of the
Bankruptcy Code, as modified by section 1107(b) of the Bankruptcy
Code.

Fraser Milner has informed the Debtors that, subject to the
Court's approval, it will bill for services rendered at its
standard hourly rates which currently are:

          $350 - $1,000 for partners and senior
                        consultants/counsel;

          $200 - $550   for associates; and

          $140 - $335   for law clerks and paraprofessionals
                        including articling students.

The names, positions and current hourly rates of the Fraser Milner
attorneys currently expected to have primary responsibility for
providing services to the Debtors are:

     (a) R. Shayne Kukulowicz (Partner ? Insolvency |
         Restructuring Group), $875/hour;

     (b) Jane Dietrich (Partner ? Insolvency | Restructuring
         Group), $580/hour;

     (c) Kirsten Embree (Partner ? Regulatory), $560/hour; and

     (d) Kate Stigler (Associate ? Insolvency | Restructuring
         Group), $460/hour.

                        About LightSquared

LightSquared Inc. and 19 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on
May 14, 2012, as the Company seeks to resolve regulatory issues
that have prevented it from building its coast-to-coast integrated
satellite 4G wireless network.

LightSquared had invested more than $4 billion to deploy an
integrated satellite-terrestrial network.  In February 2012,
however, the U.S. Federal Communications Commission told
LightSquared the agency would revoke a license to build out the
network as it would interfere with global positioning systems used
by the military and various industries.  In March 2012, the
Company's partner, Sprint, canceled a master services agreement.
LightSquared's lenders deemed the termination of the Sprint
agreement would trigger cross-defaults under LightSquared's
prepetition credit agreements.

LightSquared and its prepetition lenders attempted to negotiate a
global restructuring that would provide LightSquared with
liquidity and runway necessary to resolve its issues with the FCC.
Despite working diligently and in good faith, however,
LightSquared and the lenders were not able to consummate a global
restructuring on terms acceptable to all interested parties,
prompting the bankruptcy filing.

As of the Petition Date, the Debtors employed roughly 168 people
in the United States and Canada.  As of Feb. 29, 2012, the Debtors
had $4.48 billion in assets (book value) and $2.29 billion in
liabilities.

LightSquared also sought ancillary relief in Canada on behalf of
all of the Debtors, pursuant to the Companies' Creditors
Arrangement Act (Canada) R.S.C. 1985, c. C-36 as amended, in the
Ontario Superior Court of Justice (Commercial List) in Toronto,
Ontario, Canada.  The purpose of the ancillary proceedings is to
request the Canadian Court to recognize the Chapter 11 cases as a
"foreign main proceeding" under the applicable provisions of the
CCAA to, among other things, protect the Debtors' assets and
operations in Canada.  The Debtors named affiliate LightSquared LP
to act as the "foreign representative" on behalf of the Debtors'
estates.

Judge Shelley C. Chapman presides over the Chapter 11 case.
Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to
the Debtors.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.

Counsel to UBS AG as agent under the October 2010 facility is
Melissa S. Alwang, Esq., at Latham & Watkins LLP.

The ad hoc secured group of lenders under the Debtors' October
2010 facility was formed in April 2012 to negotiate an out-of-
court restructuring.  The members are Appaloosa Management L.P.;
Capital Research and Management Company; Fortress Investment
Group; Knighthead Capital Management LLC; and Redwood Capital
Management.  Counsel to the ad hoc secured group is Thomas E.
Lauria, Esq., at White & Case LLP.

Philip Falcone's Harbinger Capital Partners indirectly owns 96% of
LightSquared's outstanding common stock.  Harbinger and certain of
its managed and affiliated funds and wholly owned subsidiaries,
including HGW US Holding Company, L.P., Blue Line DZM Corp., and
Harbinger Capital Partners SP, Inc., are represented in the case
by Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP.


LIGHTSQUARED INC: To Employ Alvarez & Marsal as Fin'l Advisors
--------------------------------------------------------------
LightSquared Inc. and certain of its affiliates filed formal
applications to employ Alvarez & Marsal North America, LLC as
their financial advisors.

A&M was initially engaged on April 18, 2012.

Court papers indicate the Debtors will also be seeking to employ
Moelis & Company to act as their investment banker.  The services
that Moelis is to provide the Debtors (e.g., reviewing and
analyzing the Debtors' financial condition, reviewing and
analyzing potential strategic and capital structure alternatives,
advising the Debtors on tactics and strategies for negotiating
with stakeholders and assisting the Debtors in negotiating and
evaluating any capital transaction, sale transaction or
restructuring) are separate and distinct from the advisory
services that A&M will be providing the Debtors.  To ensure that
there is no unnecessary duplication of services by either firm
during the pendency of these Chapter 11 cases, A&M will work
closely with Moelis to prevent any duplication of efforts in the
course of advising the Debtors.

A&M originally received $75,000 as a retainer in connection with
preparing for and conducting the filing of the Chapter 11 cases.
In the 90 days prior to the Petition Date, A&M received retainers
and estimated payments totaling $279,799 in the aggregate for
services performed for the Debtors. A&M has applied these funds to
actual amounts due for services rendered and expenses incurred
prior to the Petition Date.  A precise disclosure of the amounts
or credits held, if any, as of the Petition Date will be provided
in A&M's first interim fee application for postpetition services
and expenses to be rendered or incurred for or on behalf of the
Debtors.  The unapplied residual retainer, which is estimated to
total $81,694, will not be segregated by A&M in a separate
account, and will be held until the end of the Chapter 11 cases
and applied to A&M's finally approved fees in these proceedings.

A&M will be paid by the Debtors for the services of the A&M
Professionals at their customary hourly billing rates:

          Managing Directors                $625 - $850
          Directors                         $425 - $650
          Analysts/Associates/Consultants   $250 - $450

A&M will be reimbursed for the reasonable out-of-pocket expenses.
The Debtors also will indemnify the firm.

Julie M. Hertzberg, Managing Director of Alvarez & Marsal North
America, LLC, is a "disinterested person" as that term is defined
in section 101(14) of the Bankruptcy Code.

                        About LightSquared

LightSquared Inc. and 19 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on
May 14, 2012, as the Company seeks to resolve regulatory issues
that have prevented it from building its coast-to-coast integrated
satellite 4G wireless network.

LightSquared had invested more than $4 billion to deploy an
integrated satellite-terrestrial network.  In February 2012,
however, the U.S. Federal Communications Commission told
LightSquared the agency would revoke a license to build out the
network as it would interfere with global positioning systems used
by the military and various industries.  In March 2012, the
Company's partner, Sprint, canceled a master services agreement.
LightSquared's lenders deemed the termination of the Sprint
agreement would trigger cross-defaults under LightSquared's
prepetition credit agreements.

LightSquared and its prepetition lenders attempted to negotiate a
global restructuring that would provide LightSquared with
liquidity and runway necessary to resolve its issues with the FCC.
Despite working diligently and in good faith, however,
LightSquared and the lenders were not able to consummate a global
restructuring on terms acceptable to all interested parties,
prompting the bankruptcy filing.

As of the Petition Date, the Debtors employed roughly 168 people
in the United States and Canada.  As of Feb. 29, 2012, the Debtors
had $4.48 billion in assets (book value) and $2.29 billion in
liabilities.

LightSquared also sought ancillary relief in Canada on behalf of
all of the Debtors, pursuant to the Companies' Creditors
Arrangement Act (Canada) R.S.C. 1985, c. C-36 as amended, in the
Ontario Superior Court of Justice (Commercial List) in Toronto,
Ontario, Canada.  The purpose of the ancillary proceedings is to
request the Canadian Court to recognize the Chapter 11 cases as a
"foreign main proceeding" under the applicable provisions of the
CCAA to, among other things, protect the Debtors' assets and
operations in Canada.  The Debtors named affiliate LightSquared LP
to act as the "foreign representative" on behalf of the Debtors'
estates.

Judge Shelley C. Chapman presides over the Chapter 11 case.
Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to
the Debtors.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.

Counsel to UBS AG as agent under the October 2010 facility is
Melissa S. Alwang, Esq., at Latham & Watkins LLP.

The ad hoc secured group of lenders under the Debtors' October
2010 facility was formed in April 2012 to negotiate an out-of-
court restructuring.  The members are Appaloosa Management L.P.;
Capital Research and Management Company; Fortress Investment
Group; Knighthead Capital Management LLC; and Redwood Capital
Management.  Counsel to the ad hoc secured group is Thomas E.
Lauria, Esq., at White & Case LLP.

Philip Falcone's Harbinger Capital Partners indirectly owns 96% of
LightSquared's outstanding common stock.  Harbinger and certain of
its managed and affiliated funds and wholly owned subsidiaries,
including HGW US Holding Company, L.P., Blue Line DZM Corp., and
Harbinger Capital Partners SP, Inc., are represented in the case
by Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP.


MARIANA RETIREMENT FUND: Ports Authority Seeks Case Dismissal
-------------------------------------------------------------
Ferdie de la Torre at Saipan Tribune reports the Commonwealth
Ports Authority has joined the CNMI government's motion to dismiss
the NMI Retirement Fund's Chapter 11 bankruptcy petition.

"In all substantive says, the government's motion to dismiss
applies with equal force to CPA," said Robert T. Torres, Esq., as
counsel for the CPA, according to the report.

The lawyer said CPA was created by statute as a public corporation
within the government.  CPA's functions are governmental and
public, and may sue and be sued in its own name, Mr. Torres added.

The report relates, since the establishment of the Fund, CPA
employees have been members of the government pension system and
that the employees also participate in the government's life and
health insurance programs.

                    About NMI Retirement Fund

The 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.

As a result of continuous underfunding, which necessitated
withdrawing from its portfolio to cover funding shortfalls, the
value of the Fund's assets has fallen from $353,475,412 in 2009 to
its current level of $268,448,997, the Debtor's counsel has said.
The counsel also said the Fund is subject to liabilities (both
current and actuarial) totaling about $911 million.

The Fund filed schedules disclosing $610,000,012 in assets and
$93,183 in liabilities.  The Fund said $297,879,389 of its
personal property consists of receivables owed to the Debtor by
the CNMI and certain of the local government's agencies and public
corporations.  The Fund also said a significant portion of the
Debtor's unsecured, non-priority, liabilities consist of un-
liquidated amounts owed to Fund members.  The Fund said
liquidation of those amounts will likely require completion of the
Debtor's ongoing actuarial analysis.

The Office of the U.S. Trustee for Region 15 appointed seven
members to serve on the official committee of unsecured creditors
in the Chapter 11 case of the Northern Mariana Islands Retirement
Fund.

As reported by the Troubled Company Reporter, requests seeking
dismissal of the Fund's bankruptcy have been filed by two unnamed
clients of lawyer Bruce Jorgensen, the office of the United States
Trustee and the CNMI government.  Two retirees and members of the
NMI Retirement Fund joined in the Dismissal Motion.  A hearing has
been set for June 1 on the Motions to Dismiss.


MARIANA RETIREMENT FUND: Gov't Mulls Return to Social Security
--------------------------------------------------------------
Haidee V. Eugenio at Saipan Tribune reports Lt. Gov. Eloy S. Inos
painted for lawmakers a picture of the administration's plans and
scenarios to help retirees and active members of the NMI
Retirement Fund, including weighing the U.S. Social Security
Administration's five-year buy back plan to re-accept the CNMI
government and recalling from the governor House Bill 17-226,
which allows active members to withdraw up to 50% of their
contributions.

According to the report, if the CNMI government elects not to
re-enter the U.S. Social Security system and retain the NMI
Retirement Fund, benefits will have to be cut by 50%.  Another
scenario is for active members to also transition into the U.S.
Social Security but this could also impact private firm ASC Trust
Corp., the third-party administrator of the defined contribution
program.

The report relates Mr. Inos, now in charge of Retirement Fund
recovery issues, was later joined by Gov. Benigno R. Fitial in a
meeting with 14 of 20 members of the House of Representatives and
one senator, along with counsels.  The almost two-hour closed-door
meeting was the first between the Fitial administration and the
House since the Fund filed for Chapter 11 bankruptcy, the first
public pension agency on U.S. soil to seek such protection.

The report notes all the scenarios and options are premised on the
withdrawal or dismissal of the Fund's Chapter 11 bankruptcy
filing.  The Fitial administration, the Senate, the Commonwealth
Retirees Association and the U.S. Trustee, among other things,
want the bankruptcy filing withdrawn.

According to the report, lawmakers said the Fitial administration
will have another teleconference with U.S. Social Security
officials on Tuesday.  Depending on the outcome of that meeting,
the administration may finally make a decision whether the terms
presented by the other party is acceptable and affordable.

According to the report, if the CNMI government accepts this,
it has to pay five years of contributions to the U.S. Social
Security.  While employee contributions may involve just
transferring money from the Fund to Social Security, the employer
contribution may be more problematic.  The government has been
behind in its payments of employer contribution to the Fund.

"The good thing about this, that's automatic five years of vested
service in Social Security. You need 10 years of vested service
before you can benefit from the system," the report quotes Rep.
Ray Yumul (R-Saipan) as saying.  House floor leader George Camacho
(Ind-Saipan) said he personally favors moving back to U.S. Social
Security but the specific terms have yet to be known "and if we
can pay what needs to be paid."

The report also relates Mr. Inos asked lawmakers to withdraw HB
17-226 and adopt a joint resolution supporting the CNMI's
transition into the U.S. Social Security system.  Speaker Eli
Cabrera (R-Saipan), author of HB 17-226, said he will be recalling
his bill next week.  Mr. Yumul said the Fitial administration sees
HB 17-226 as a hindrance to plans and scenarios presented.  "But
it could also be amended," Mr. Yumul added.

The report notes Rep. Joseph Palacios (R-Saipan) said recalling HB
17-226 would disappoint many active members who have been hoping
to get 50% of their contribution and roll over the rest to the
defined contribution plan.

H.B. 17-226, which has been under review by the governor since
mid-April, allows non-retired members of the Fund's defined
benefit plan to withdraw up to 50% of their contributions
regardless of years of service and without penalty or the need for
them to quit their jobs.  Under the bill, the rest of the employee
contributions to the Fund will be rolled over to the defined
contribution plan.

The report says Mr. Inos also told lawmakers that if the CNMI
government chooses to keep the Fund alive, benefits paid to
members should be cut by 50%.  Mr. Palacios acknowledges that the
CNMI's pension system is one of the most luxurious and most
generous on U.S. soil.

The report says some members also suggested the Fund should be
placed under the Department of Finance.  The Fitial administration
is expected to meet with retirees and active members to share its
plans and scenarios related to the Fund, the report says.

The report relates Mr. Yumul said had the Fund and the entire
government heeded Judge Kenneth Govendo's recommendations, the
Fund wouldn't have spent $475 an hour on bankruptcy lawyers and
other expenses.

                    About NMI Retirement Fund

The 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.

As a result of continuous underfunding, which necessitated
withdrawing from its portfolio to cover funding shortfalls, the
value of the Fund's assets has fallen from $353,475,412 in 2009 to
its current level of $268,448,997, the Debtor's counsel has said.
The counsel also said the Fund is subject to liabilities (both
current and actuarial) totaling about $911 million.

The Office of the U.S. Trustee for Region 15 appointed seven
members to serve on the official committee of unsecured creditors
in the Chapter 11 case of the Northern Mariana Islands Retirement
Fund.


MARKETING WORLDWIDE: Delays Form 10-Q for First Quarter
-------------------------------------------------------
Marketing Worldwide Corporation informed the U.S. Securities and
Exchange Commission that it will be delayed in filing its
quarterly report on Form 10-Q for the period ended March 31, 2012.
The Company said it is awaiting information from outside third
parties in order to complete the Form 10-Q.

                      About Marketing Worldwide

Based in Howell, Michigan, Marketing Worldwide Corporation
operates through the holding company structure and conducts its
business operations through its wholly owned subsidiaries
Colortek, Inc., and Marketing Worldwide, LLC.

Marketing Worldwide, LLC, is a complete design, manufacturer and
fulfillment business providing accessories for the customization
of vehicles and delivers its products to large global automobile
manufacturers and certain Vehicle Processing Centers primarily in
North America.  MWW operates in a 23,000 square foot leased
building in Howell Michigan.

Colortek, Inc., is a Class A Original Equipment painting facility
and operates in a 46,000 square foot owned building in Baroda,
which is in South Western Michigan.  MWW invested approximately
$2 million into this paint facility and expects the majority of
its future growth to come from this business.

The Company's balance sheet at Dec. 31, 2011, showed $1.50 million
in total assets, $7.90 million in total liabilities, $3.50 million
in Series A convertible preferred stock, and a $9.90 million total
stockholders' deficiency.

The Company reported a net loss of $2.27 million for the year
ended Sept. 30, 2011, compared with a net loss of $2.34 million
during the prior year.

For the year ended Dec. 31, 2011, RBSM LLP, in New York, expressed
substantial doubt about the Company's ability to continue as a
going concern following the Company's 2011 financing results.  The
independent auditors noted that the Company has generated negative
cash flows from operating activities, experienced recurring net
operating losses, is in default of loan certain covenants, and is
dependent on securing additional equity and debt financing to
support its business efforts.


MEDCLEAN TECHNOLOGIES: Incurs $4.3 Million Net Loss in 2011
-----------------------------------------------------------
Medclean Technologies, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $4.37 million on $1.71 million of total revenues for
the year ended Dec. 31, 2011, compared with a net loss of $4.41
million on $896,993 of total revenues during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed $655,897 in
total assets, $1.97 million in total liabilities and a $1.31
million total stockholders' deficit.

Rosenberg Rich Baker Berman & Company, in Somerset, New Jersey,
issued a "going concern" qualification on the financial statements
for the year ended Dec. 31, 2011, citing losses from operations
and working capital deficiency which raised substantial doubt
about the Company's ability to continue as a going concern.

                         Bankruptcy Warning

The Company said in the annual report that it has available cash
and cash equivalents of approximately $26,009 at Dec. 31, 2011,
which it intends to utilize for working capital purposes and to
continue developing its business.  To supplement its cash
resources, the Company has secured alternative financing
arrangements with two investment entities.  While the acquisition
of cash through these programs is related to company performance,
the Company believes it will have access to the necessary funds
for it to execute its business plan.  However, the Company
continues to incur significant operating losses that will result
in the reduction of the Company's cash position.  The Company
cannot assure that it will be able to continue to obtain funding
through the alternative financing arrangements and the lack
thereof would have a material adverse impact on its business.
Moreover, any equity funding could be substantially dilutive to
existing stockholders.  In the event the Company is unable to
continue as a going concern, it may pursue a number of different
substantial options, including, but not limited to, filing for
protection under the federal bankruptcy code.

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

                        http://is.gd/kXxMDF

                         Delayed Form 10-Q

MedClean Technologies informed the SEC that it will be late in
filing its quarterly report on Form 10-Q for the period ended
March 31, 2012.  The Company said it was not able to obtain all
information prior to filing date and management could not complete
the required financial statements and Management's Discussion and
Analysis of those financial statements by May 15, 2012.

                     About MedClean Technologies

Based in Bethel, Connecticut, MedClean Technologies, Inc.,
provides solutions for managing medical waste on site including
designing, selling, installing and servicing on site (i.e. "in-
situ") turnkey systems to treat regulated medical waste.


MEDIA GENERAL: Moody's Retains 'Caa1' CFR; Outlook Positive
-----------------------------------------------------------
Moody's Investors Service changed Media General, Inc.'s rating
outlook to positive from stable and upgraded the company's
speculative-grade liquidity rating to SGL-3 from SGL-4. The
positive rating outlook reflects Moody's view that Berkshire
Hathaway, Inc.'s (Berkshire; Aa2 stable) agreement to provide
Media General with $445 million of new financing ($400 million
term loan and $45 million revolver) and acquire Media General's
newspaper assets (excluding Tampa) for $142 million in cash
diminishes default risk and provides the company additional long-
term flexibility to attempt to reduce its very high leverage.
Media General plans to utilize the net proceeds from the proposed
$400 million Berkshire loan to refinance all of its existing $363
million term loan due in March 2013. Media General's Caa1
Corporate Family Rating (CFR), Caa1 Probability of Default Rating
(PDR) and Caa1 senior secured notes due 2017 rating are not
affected.

Upgrades:

  Issuer: Media General, Inc.

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

Loss Given Default Updates:

     Senior Secured Regular Bond/Debenture, Changed to LGD3 - 43%
     from LGD3 - 46% (no change to Caa1 rating)

Outlook Actions:

  Issuer: Media General, Inc.

    Outlook, Changed To Positive From Stable

Ratings Rationale

Media General's Caa1 CFR is not changing as its free cash flow
position will remain weak upon completion of the proposed
newspaper sale and refinancing and the transactions will further
increase the company's already high 8.0x debt-to-EBITDA leverage
(LTM 3/25/12 incorporating Moody's standard adjustments and the
average EBITDA for the last two years). Moody's also previously
assumed in the Caa1 CFR that Media General would be able to
resolve the March 2013 credit facility maturity.

Moody's nevertheless views the transactions as favorable for Media
General. The May 2020 maturity of the proposed Berkshire loan is
meaningfully longer than the two-year extension to March 2015 that
the company was seeking under its previous credit agreement, and
the agreements provide clarity regarding both the structure of the
company's previously announced plan to divest its newspaper assets
and the cost to resolve the March 2013 maturity. Berkshire's
substantial debt and equity interests (penny warrants to acquire
approximately 19.9% of the company's existing outstanding shares)
in Media General also provide support to the company's efforts to
reduce leverage, address the 2017 note maturity and execute its
business plan. Moody's believes these factors create more
potential for Media General to improve what is still a weak credit
profile than under the previous refinancing plan.

Moody's expects cash interest expense will increase, but
potentially by a smaller amount than previously anticipated if
Berkshire or the note holders agree to a repayment from the
newspaper asset sale proceeds. The smaller cash interest increase
would largely be due to structuring the newspaper sale as an all
cash deal that can be used to pay down interest-bearing debt
instead of the mix of cash and pension assumption previously
assumed. The terms of the Berkshire loan are stringent including a
10.5% fixed rate on the term loan, 11.5% discount ($46 million),
and a 14.5% premium on volantary pay downs over the first four
years with the premium stepping down thereafter. Subsequent to any
debt repayment from the newspaper asset sale proceeds, Moody's
believes the voluntary pre-payment premium creates a disincentive
to reduce debt with the next opportunity likely to be in
conjunction with the February 2014 first call date on the senior
secured notes.

Media General is permitted under the indenture to utilize $25
million of proceeds from the newspaper asset sale to repay
revolver borrowings. Media General is required to make an offer to
redeem secured debt (on a pro rata basis) with excess proceeds.
The bond redemption offer must be at a price no less than par, but
a premium may be necessary to get bondholders to accept as the
bonds have traded up to a 102-103 range. Media General is
permitted to repay up to $80 million of the Berkshire term loan at
par from the newspaper asset sale proceeds. Moody's assumes that
Media General will repay $100-110 million of debt from the
newspaper sale proceeds, although this is contingent on the
holders accepting a redemption offer.

The upgrade of the speculative-grade liquidity rating to SGL-3
from SGL-4 reflects the expected near-term resolution of the March
2013 maturity. Moody's believes there is minimal risk to closing
the Berkshire loan by May 24 given the signed agreement and
Berkshire's sizable cash position. Media General's adequate
liquidity position reflects its modest projected free cash flow
over the next 12 months due to the boost from election-year
political revenue at the company's television stations, the modest
support from the proposed undrawn $45 million revolver (only one
drawing is permitted per month), and the absence of financial
maintenance covenants in the Berkshire credit facility. Media
General's plan to retain $25 million of cash from the proposed
newspaper sale (expected to close on June 25) will further improve
liquidity, but is unlikely to result in an upgrade above SGL-3 due
the limited free cash flow generation.

Moody's is overriding the loss given default modeling template
implied outcome to rate the senior secured notes Caa1, which is
one notch below the B3 model implied rating for the notes. The B3
model implied rating reflects the presence of the large unsecured
under-funded pension liability. Because all of the company's
funded debt is senior secured and the pension liability is
volatile (a smaller pension liability would result in a Caa1 model
implied rating for the notes), Moody's believes rating the notes
in line with the Caa1 CFR is more appropriate.

Media General's ratings could be downgraded if Berkshire no longer
holds an investment in the company, the U.S. or Southeastern U.S.
economy weakens, free cash flow is negative, or a deterioration of
liquidity or operating performance increases the risk of default.

Media General would need to maintain average two-year debt-to-
EBITDA leverage below 7.0x, generate consistent positive free cash
flow and maintain a good liquidity position with reasonable
prospects for refinancing maturities to be considered for an
upgrade. Moody's believes this could be challenging at projected
levels of cash generation without completing a de-leveraging asset
sale, reducing the pension liability, or improving earnings
through margin gains or a stronger than anticipated economy.

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

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


MEDICAL CONNECTIONS: Incurs $1.4 Million Net Loss in 1st Quarter
----------------------------------------------------------------
Medical Connections Holdings, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $1.44 million on $1.66 million of revenue
for the three months ended March 31, 2012, compared with a net
loss of $867,423 on $2.03 million of revenue for the same period
during the prior year.

The Company reported a net loss of $3.71 million on $6.65 million
of revenue in 2011, compared with a net loss of $7.78 million on
$7.80 million of revenue in 2010.

The Company's balance sheet at March 31, 2012, showed
$1.81 million in total assets, $929,532 in total liabilities and
$887,834 in total stockholders' equity.

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

                        http://is.gd/ys7cZ9

                     About Medical Connections

Boca Raton, Fla.-based Medical Connections Holdings, Inc., is a
healthcare staffing company which provides staffing services for
allied professionals and nurses to the Company's clients on a
national basis.

In its audit report for the 2011 financial statements, De Meo,
Young, McGrath, in Boca Raton, Florida, noted that the Company's
dependence on outside financing, lack of sufficient working
capital, and recurring losses from consolidated operations raise
substantial doubt about the Company's ability to continue as a
going concern.


MEDYTOX SOLUTIONS: Delays Form 10-Q for First Quarter
-----------------------------------------------------
Medytox Solutions, Inc., was not able to file its quarterly report
on Form 10-Q for the quarter ended March 31, 2012, within the
prescribed time period because of delays in completing the
preparation of its financial statements and management's
discussion and analysis in light of the Company's limited
financial resources, personnel  and accounting expertise available
for this purpose.

                      About Medytox Solutions

West Palm Beach, Florida-based Medytox Solutions, Inc., formerly
Casino Players, Inc., is a provider of laboratory services
specializing in providing blood and urine drug toxicology to
physicians, clinics and rehabilitation facilities in the United
States.

Peter Messineo, CPA, in Palm Harbor, Florida, expressed
substantial doubt about Medytox Solutions' ability to continue as
a going concern following the 2011 financial results.  The
independent auditor noted that the Company has an accumulated
deficit and negative cash flows from operations, and additionally,
there is certain litigation involving a consolidated entity which
is unresolved.

The Company reported net income of $92,701 of $3.99 million of
revenues for 2011, compared with a net loss of $327,041 on $77,591
of revenues for 2010.

The Company's balance sheet at Dec. 31, 2011, showed
$3.93 million in total assets, $5.13 million in total liabilities,
and a stockholders' deficit of $1.19 million.


METAL STORM: Incurs A$6 Million Net Loss in 2011
------------------------------------------------
Metal Storm Limited filed with the U.S. Securities and Exchange
Commission its annual report on Form 20-F disclosing a net loss of
A$6.03 million on A$1.31 million of revenue in 2011, a net loss of
A$8.93 million on A$3.34 million of revenue in 2010, and a net
loss of A$11.30 million on A$1.11 million of revenue in 2009.

The Company's balance sheet at Dec. 31, 2011, showed A$1.08
million in total assets, A$21.07 million in total liabilities and
a A$19.99 million total deficiency.

PricewaterhouseCoopers, in Brisbane, Australia, issued a "going
concern" qualification on the financial statements for the year
ended Dec. 31, 2011, citing recurring losses from operations and
net capital deficiency that raised substantial doubt about the
Company's ability to continue as a going concern.

                         Bankruptcy Warning

Metal Storm said in the annual report that there can be no
assurance that it will be able to raise sufficient capital to
continue its operations and redeem the convertible notes on the
maturity date.  If the Company is unsuccessful in its efforts to
obtain sufficient financing to continue to fund its current
operations and redeem the convertible notes on the Maturity Date,
the Company will be required to significantly reduce or cease
operations altogether.  If Metal Storm does not have reasonable
grounds to believe that it will be successful in its efforts to
obtain sufficient financing to continue to fund its operations and
redeem the convertible notes at the Maturity Date, Metal Storm
will be required to appoint an administrator under Australia's
bankruptcy system.

A copy of the Form 20-F is available for free at:

                       http://is.gd/vxo5wW

                        About Metal Storm

Headquartered in Darra, Queensland, Australia, Metal Storm Limited
is a defense technology company with offices in Australia and the
United States.  It specializes in the research, design,
development and integration of projectile launching systems
utilizing its "electronically initiated / stacked projectile"
technology for use in the defense, homeland security, law
enforcement and industrial markets.


METAL STORM: Inks $4.6 Million Subscription Agreement
-----------------------------------------------------
Defence technology company Metal Storm Limited has enhanced its
balance sheet through a multi-million dollar subscription
agreement to reduce its debt burden and assists its program for
non-lethal weapon and ammunition production.

The Company announced had signed subscription agreements for $4.65
million of new equity, to fund a reduction of Secured Note debt
and to provide a substantial injection of essential working
capital to further the MAUL, FireStorm and Managed Lethality
Grenade Launcher non-lethal weapon programs.

Simultaneously the Company has signed an agreement with the
majority noteholder to:

   * Redeem $9.0 million of Secured Notes for $1.7 million cash

   * Convert $1.4 million of Secured Notes to shares

   * Forgive a further $1.5 million of Secured Notes under a
     an existing debt forgiveness deed

The elimination of $11.9 million of secured debt will materially
improve the Company's balance sheet and reduce the potential for
further dilution, as this debt can no longer be converted to
shares.

The deal also increases working capital by $2.95 million, after
the secured note redemption, enabling the Company to focus on its
product delivery program.

Shareholder and note holder approval is required and the Company
will hold appropriate meetings as soon as possible.

Metal Storm CEO, Dr Lee Finniear, said the transaction would help
the Company's primary mission of getting its products to market in
volume.

"The international military and law enforcement community
continues to register demand for the MAUL weapon system," Dr
Finniear said.

"Our main challenge is not the technology, but obtaining
sufficient capital to get to full production.  The cash from this
transaction will enable us to focus in particular on the MAUL
program.  The Company believes that a healthier balance sheet will
further encourage partners and investors to support our product
programs to full delivery," he said.

Metal Storm Chairman Terry O'Dwyer said that this transaction
would assist with a fundamental restructure of the Company's
capital base and help deliver greater value for shareholders and
other investors.

"The Company has been striving to raise capital in a difficult
global financial environment while carrying a very high level of
senior secured debt on its balance sheet," Mr O'Dwyer said.

"Through this transaction we are able to eliminate the majority of
the secured debt at a much lower dilution than if it had been
converted."

"Without the burden of secured debt on this scale, the fundamental
value of our equity is improved, and the lower debt burden should
make the Company more attractive to shareholders and other
investors."

The majority noteholder is the Australian Special Opportunity
Fund, L.P., an institutional investment fund managed by The Lind
Partners, LLC, a New York-based asset management firm.

Jeff Easton, Managing Partner of The Lind Partners, LLC stated,
"The Lind Partners has a deep belief in the need for Metal Storm's
non-lethal technology and is pleased to play a role in helping the
Company position itself for future growth."

Metal Storm CEO, Dr Lee Finniear said "The Company would like to
thank Luxinvest Capital Advisors S.A for its support as well as
The Lind Partners, LLC, for providing an essential financial
bridge to allow Metal Storm to reach this point in the path to
commercial production.  We look forward to continuing to work with
both organisations."

A copy of the Form 6-K is available for free at:

                        http://is.gd/JEVkxI

                         About Metal Storm

Headquartered in Darra, Queensland, Australia, Metal Storm Limited
is a defense technology company with offices in Australia and the
United States.  It specializes in the research, design,
development and integration of projectile launching systems
utilizing its "electronically initiated / stacked projectile"
technology for use in the defense, homeland security, law
enforcement and industrial markets.

Metal Storm Limited reported a net loss of A$6.03 million in 2011,
a net loss of A$8.93 million in 2010, and a net loss of A$11.30
million in 2009.

The Company's balance sheet at Dec. 31, 2011, showed A$1.08
million in total assets, A$21.07 million in total liabilities and
a A$19.99 million total deficiency.

PricewaterhouseCoopers, in Brisbane, Australia, issued a "going
concern" qualification on the financial statements for the year
ended Dec. 31, 2011, citing recurring losses from operations and
net capital deficiency that raised substantial doubt about the
Company's ability to continue as a going concern.

                         Bankruptcy Warning

Metal Storm said in the 2011 annual report that there can be no
assurance that it will be able to raise sufficient capital to
continue its operations and redeem the convertible notes on the
maturity date.  If the Company is unsuccessful in its efforts to
obtain sufficient financing to continue to fund its current
operations and redeem the convertible notes on the Maturity Date,
the Company will be required to significantly reduce or cease
operations altogether.  If Metal Storm does not have reasonable
grounds to believe that it will be successful in its efforts to
obtain sufficient financing to continue to fund its operations and
redeem the convertible notes at the Maturity Date, Metal Storm
will be required to appoint an administrator under Australia's
bankruptcy system.


METAL STORM: Product Strategy to Capitalize on New Funding
----------------------------------------------------------
Defence technology specialist Metal Storm Limited outlined the
three major steps to be completed by the Company in order to reach
a positive cash flow and deliver growth in shareholder value
through product sales.

The Company announced a deal to acquire $5M in cash, plus an
agreement to eliminate $11.9M - over 80% - of its secured
convertible note debt.

Metal Storm CEO, Dr Lee Finniear, said while the GFC and other
capital constraints had held the Company back, the latest debt
restructure and capital injection will drive Metal Storm forward
on its strategic course.

"Our strategy and planning is solid, demand for our non-lethal
weapons is high, and we are collaborating with excellent, well-
respected industry players including Colt, BAE and TASER
International," he said.

"Now that a major piece of the capital restructuring is in train,
the Company can also focus on getting its non-lethal weapon and
ammunition systems into user trials."

"Plus, with the secured debt mostly eliminated, shareholder value
should grow more rapidly and with fewer obstacles as we move
ahead.

The three major steps to be completed by Metal Storm include:

   * Restructure its capital base and acquire funds for product
     commercialisation

   * Undertake initial production for user field trials and
     product compliance evaluation

   * Enter full production and sell internationally in volume

The first product the Company is bringing to market is its MAUL
ultra-light 12 gauge accessory launcher, together with non-lethal,
TASER and door breaching ammunition.  MAUL is the ultimate
accessory weapon to provide officers with a choice of non-lethal
responses instead of using lethal force.

"The product is well advanced, and initial demonstration units
have been built," Dr Finniear said.

"Demonstration firings have attracted audiences across the USA.
Over 60 agencies in the USA and Australia have requested user
trials or further demonstrations.  Our challenge has been to find
funding to build additional enhanced trial weapons and ammunition
to support this demand.

"Once the funds from the transaction arrive in July, we will
complete integration and commence building up to 50 MAUL weapons
plus ammunition in a low rate initial production run (LRIP).
These weapons will be allocated to three important groups:
selected trial users, international distributors for business
development, and to our compliance testing team for product
compliance evaluation.

"The Company intends to ramp up to full production as key sales
opportunities progress and when volume orders are received.  For
the final production models, the Company will take into account
relevant feedback from the field trials, plus any specific
enhancements requested by international distributors that would
materially contribute to volume sales.

In addition to MAUL production, the Company remains engaged on a
number of strategic customer funded projects and potentially
funded opportunities, specifically:

   * The US Marines MPM Engineering & Manufacturing Development
     (EMD) Phase

   * The Defence Canada Small Arms Replacement Program


   * The $1B US DoD Force Protection Program

   * The Managed Lethality Grenade Launcher System

"The recently announced equity raise and debt reduction is a
massive step toward satisfying the Company's capital restructuring
needs.  Our focus on delivering product to market can now progress
without such a large and looming debt horizon depressing
shareholder value at a time when the Company believes it should be
appreciating," Dr Finniear said.

                         About Metal Storm

Headquartered in Darra, Queensland, Australia, Metal Storm Limited
is a defense technology company with offices in Australia and the
United States.  It specializes in the research, design,
development and integration of projectile launching systems
utilizing its "electronically initiated / stacked projectile"
technology for use in the defense, homeland security, law
enforcement and industrial markets.

Metal Storm Limited reported a net loss of A$6.03 million in 2011,
a net loss of A$8.93 million in 2010, and a net loss of A$11.30
million in 2009.

The Company's balance sheet at Dec. 31, 2011, showed A$1.08
million in total assets, A$21.07 million in total liabilities and
a A$19.99 million total deficiency.

PricewaterhouseCoopers, in Brisbane, Australia, issued a "going
concern" qualification on the financial statements for the year
ended Dec. 31, 2011, citing recurring losses from operations and
net capital deficiency that raised substantial doubt about the
Company's ability to continue as a going concern.

                         Bankruptcy Warning

Metal Storm said in the 2011 annual report that there can be no
assurance that it will be able to raise sufficient capital to
continue its operations and redeem the convertible notes on the
maturity date.  If the Company is unsuccessful in its efforts to
obtain sufficient financing to continue to fund its current
operations and redeem the convertible notes on the Maturity Date,
the Company will be required to significantly reduce or cease
operations altogether.  If Metal Storm does not have reasonable
grounds to believe that it will be successful in its efforts to
obtain sufficient financing to continue to fund its operations and
redeem the convertible notes at the Maturity Date, Metal Storm
will be required to appoint an administrator under Australia's
bankruptcy system.


MIT HOLDING: Delays Form 10-Q for First Quarter
-----------------------------------------------
MIT Holding, Inc., informed the U.S. Securities and Exchange
Commisssion that it will be delayed in filing its Form 10-Q
because the quarterly review of the Company's financial statements
for the quarter ending March 31, 2012, has not been completed.

                        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.

The Company reported a net loss of $1.32 million in 2011, compared
with net income of $78,832 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.


MJH PROPERTIES: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: MJH Properties, Inc.
        c/o Jay B. Verona
        Englander and Fischer, LLP
        721 First Avenue North
        St. Petersburg, FL 33701

Bankruptcy Case No.: 12-07658

Chapter 11 Petition Date: May 17, 2012

Court: United States Bankruptcy Court
       Middle District of Florida (Tampa)

Judge: K. Rodney May

Debtor's Counsel: Jay B. Verona, Esq.
                  ENGLANDER AND FISCHER, LLP
                  721 1st Avenue North
                  St. Petersburg, FL 33701
                  Tel: (727) 898-7210
                  Fax: (727) 898-7218
                  E-mail: jverona@eandflaw.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its 20 largest unsecured creditors
is available for free at http://bankrupt.com/misc/flmb12-07658.pdf

The petition was signed by Ilhan Bilgutay, president.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Bayshore Palms Apartments, Inc.        12-06009   04/20/12


MMRGLOBAL INC: Incurs $1.6 Million Net Loss in First Quarter
------------------------------------------------------------
MMRGlobal, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $1.58 million on $172,798 of revenue for the three months ended
March 31, 2012, compared with a net loss of $1.73 million on
$571,981 of revenue for the same period during the prior year.

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 March 31, 2012, showed
$1.90 million in total assets, $7.96 million in total liabilities,
and a $6.05 million stockholders' deficit.

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

                        http://is.gd/h8zKWl

                          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.

Following the 2011 results, 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.


MOMENTIVE PERFORMANCE: Has Tender Offer for 12 1/2% Sr. Notes
-------------------------------------------------------------
Momentive Performance Materials Inc. will launch a cash tender
offer with respect to up to $130 million of its outstanding
12 1/2 % Second-Lien Senior Secured Notes due 2014.  In connection
with the tender offer, the Company is also soliciting consents
from holders of the Notes to certain amendments to the indenture
and related documents governing the Notes.

Each holder who validly tenders its Notes and delivers its
Consents to the Proposed Amendments prior to 5:00 p.m., New York
City time, on May 30, 2012, unless that time is extended by the
Company, will receive, if those Notes are accepted for purchase
pursuant to the tender offer, the total consideration of $1,072.50
per $1,000 principal amount of the Notes tendered, which includes
$1,062.50 as the tender offer consideration and $10.00 as a
consent and early tender payment.  In addition, accrued interest
up to, but not including, the applicable payment date of the Notes
will be paid in cash on all validly tendered and accepted Notes.

The tender offer is scheduled to expire at midnight, New York City
time, on June 13, 2012, unless extended or earlier terminated.
Holders who validly tender their Notes after the Early Tender Time
but on or prior to the Expiration Date will receive the tender
offer consideration of $1,062.50 per $1,000 principal amount of
the Notes, plus any accrued and unpaid interest on the Notes up
to, but not including, the payment date, but will not receive the
consent and early tender payment.

J.P. Morgan, BMO Capital Markets, BofA Merrill Lynch, Citigroup,
Credit Suisse, Deutsche Bank Securities, Goldman, Sachs & Co.,
Morgan Stanley and UBS Investment Bank will act as Dealer Managers
and Solicitation Agents for the tender offer for the Notes.
Questions regarding the tender offer may be directed to J.P.
Morgan at (800) 245-8812 (toll-free) or (212) 270-1200 (collect).

Global Bondholder Services Corporation will act as the Information
Agent for the tender offer.  Requests for the Offer Documents may
be directed to Global Bondholder Services Corporation at (212)
430-3774 (for brokers and banks) or (866) 470-4500 (for all
others).

A complete copy of the press release is available at:

                        http://is.gd/KgCoi6

                    About Momentive Performance

Momentive Performance Materials, Inc., is a producer of silicones
and silicone derivatives, and is engaged in the development and
manufacture of products derived from quartz and specialty
ceramics.  As of Dec. 31, 2008, the Company had 25 production
sites located worldwide, which allows it to produce the majority
of its products locally in the Americas, Europe and Asia.
Momentive's customers include companies in industries, such as
Procter & Gamble, 3M, Goodyear, Unilever, Saint Gobain, Motorola,
L'Oreal, BASF, The Home Depot and Lowe's.

The Company had a net loss of $140 million in 2011, following a
net loss of $63 million in 2010.  Net loss in 2009 was $42
million.

The Company's balance sheet at March 31, 2012, showed
$3.07 billion in total assets, $3.90 billion in total liabilities,
and a $832 million total deficit.

                           *     *     *

As reported by the TCR on May 14, 2012, Moody's Investors Service
lowered Momentive Performance Materials Inc.'s Corporate Family
Rating (CFR) and Probability of Default Rating (PDR) to Caa1 from
B3.  These action follows the company's weak first quarter results
and expectations for a slower than expected recovery in volumes in
2012.


MOMENTIVE PERFORMANCE: Proposes to Issue $450MM of Senior Notes
---------------------------------------------------------------
Momentive Performance Materials Inc. is proposing to issue
$450,000,000 principal amount of senior secured notes due 2020 in
a private offering that is exempt from the registration
requirements of the Securities Act of 1933, as amended.  The Notes
will be guaranteed on a senior basis by the domestic subsidiaries
of the Company that are guarantors under its senior secured credit
facilities and secured by liens on the same collateral, subject to
certain exemptions, on a basis junior to the liens securing the
credit facility but senior to the liens securing the Company's
second lien notes.

The Company intends to use the net proceeds from the offering of
Notes (i) to repay approximately $250 million principal amount of
certain of its outstanding term loans, (ii) to purchase in a cash
tender offer up to $130 million of the Company's outstanding 12
1/2% Second-Lien Senior Secured Notes due 2014, (iii) to pay
related fees and expenses and accrued interest and (iv) for
general corporate purposes.  To the extent that less than $130
million of the Second Lien Notes are validly tendered into the
tender offer, the Company will have the option to redeem a portion
of the Notes up to the amount of such shortfall within 30 days of
the closing of the offering at a price equal to the principal
amount thereof plus accrued interest to the redemption date.  The
proposed offering of the Notes is subject to market and other
conditions, and may not occur as described or at all.

The Notes are being offered only to qualified institutional buyers
in reliance on Rule 144A under the Securities Act, and outside the
United States, only to non-U.S. investors pursuant to Regulation
S.  The Notes will not be initially registered under the
Securities Act or any state securities laws and may not be offered
or sold in the United States absent an effective registration
statement or an applicable exemption from registration
requirements or a transaction not subject to the registration
requirements of the Securities Act or any state securities laws.

                    About Momentive Performance

Momentive Performance Materials, Inc., is a producer of silicones
and silicone derivatives, and is engaged in the development and
manufacture of products derived from quartz and specialty
ceramics.  As of Dec. 31, 2008, the Company had 25 production
sites located worldwide, which allows it to produce the majority
of its products locally in the Americas, Europe and Asia.
Momentive's customers include companies in industries, such as
Procter & Gamble, 3M, Goodyear, Unilever, Saint Gobain, Motorola,
L'Oreal, BASF, The Home Depot and Lowe's.

The Company had a net loss of $140 million in 2011, following a
net loss of $63 million in 2010.  Net loss in 2009 was $42
million.

The Company's balance sheet at March 31, 2012, showed
$3.07 billion in total assets, $3.90 billion in total liabilities,
and a $832 million total deficit.

                           *     *     *

As reported by the TCR on May 14, 2012, Moody's Investors Service
lowered Momentive Performance Materials Inc.'s Corporate Family
Rating (CFR) and Probability of Default Rating (PDR) to Caa1 from
B3.  These actions follow the company's weak first quarter results
and expectations for a slower than expected recovery in volumes in
2012.


MOMENTIVE PERFORMANCE: Debt Size Cut No Impact on Moody's Ratings
-----------------------------------------------------------------
Momentive Performance Material's (MPM) reduced the size of their
senior secured notes issue to $250 million maturing in 2020 from
$450 million due to market conditions. This reduction had no
impact on any of Momentive's ratings.

As reported by the Troubled Company Reporter-Europe on May 14,
2012, Moody's lowered MPM's Corporate Family Rating (CFR) and
Probability of Default Rating (PDR) to Caa1 from B3, and lowered
the company's outstanding debt ratings. These actions follow the
company's weak first quarter results and expectations for a slower
than expected recovery in volumes in 2012. The Speculative Grade
Liquidity Rating was lowered to SGL-3 from SGL-2 due to the lower
level of cash on the balance sheet and the limited ability to
generate meaningful free cash flow with earnings near current
levels. The outlook for the company's ratings is stable

Momentive Performance Materials Inc., headquartered in Albany, New
York, is the second largest producer of silicones and silicone
derivatives worldwide. The company has two divisions: silicones
(which accounted for roughly 90% of revenues) and quartz. Revenues
were roughly $2.6 billion for the LTM ending March 31, 2012.


MOMENTIVE PERFORMANCE: S&P Gives 'B-' Rating on $450MM Sr. Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B-' issue rating
and '4' recovery rating to MPM's proposed offering of $450 million
of senior secured notes due 2020. "The recovery rating indicates
our expectations for average (30% to 50%) recovery in the event of
a payment default. The proposed notes will rank pari passu in
right of payment with existing and future senior debt (including
the existing senior secured credit facilities), but junior in
priority to collateral with respect to existing and future senior
secured facilities," S&P said.

"At the same time, we placed our 'B' issue level rating on the
company's senior secured credit facilities on CreditWatch with
positive implications. If the proposed financing is consummated as
currently structured, we will raise the ratings on this debt to
'B+' with a recovery rating of '1' from 'B' with a recovery rating
of '2'. The prospective ratings reflect our expectation of
very high (90% to 100%) recovery in the event of a payment
default. The improvement in recovery prospects is the result of
less senior secured debt outstanding after the proposed
refinancing," S&P said.

"In addition, we are affirming all our other ratings on MPM,
including the 'B-' corporate credit rating. The outlook remains
negative," S&P said.

"The ratings on MPM reflect the company's 'highly leveraged'
financial profile and what we deem to be a 'fair' business risk
profile," said Standard & Poor's credit analyst Cynthia Werneth.
"MPM's leverage has been very high ever since Apollo acquired the
company from General Electric Co. in 2006. As of March 31,
2012, the ratio of total adjusted debt to EBITDA was about 13x.
Total adjusted debt was nearly $4 billion. We adjust debt to
include pay-in-kind (PIK) seller notes at MPM's direct parent
company Momentive Performance Materials Holdings Inc. (unrated).
This debt adjustment also includes tax-adjusted unfunded
postretirement obligations, capitalized operating leases, and
trade receivables sold. After improving in the first half of 2011,
results have since weakened on less-favorable economic conditions,
industry capacity additions that resulted in price competition in
the silicones business, a slowdown in the semiconductor industry
that affected the quartz business, and customers reducing
inventory in late 2011. Although operating results improved
modestly on a sequential basis in the first quarter of 2012, they
remain very weak, and we expect market conditions in the first
half of 2012 to continue to be very challenging. However, our
assumption of moderate global economic growth for the full year
should lead to higher demand and stronger financial results in the
second half."

"Nevertheless, we factor in the likelihood that MPM's free
operating cash flow will be significantly negative in 2012 after
capital spending of $120 million to $130 million, pension funding
that management expects to total $19 million, and modest costs to
achieve synergies with MSC. We do not currently expect working
capital to be a major use of cash this year. However, this could
change if raw material costs spike. We expect free operating cash
flow to gradually strengthen and eventually be modestly positive,
but we think there is limited potential to reduce leverage
significantly with free cash. In addition, the PIK feature of the
seller note at the parent holding company represents a significant
offset to any potential future debt reduction at the operating
company. If the proposed refinancing is consummated, it would
strengthen liquidity, lengthen debt maturities, and ease covenant
pressures. Nevertheless, if MPM performs worse than we expect and
leverage fails to decline or continues to climb in the second half
of this year, we believe the likelihood of a default or debt
restructuring could increase. Moreover, MPM has considerably more
debt than its primary competitors, which could erode its
competitiveness over time if it impedes sufficient business
reinvestment," S&P said.

"MPM is a large producer of silicones (representing more than 90%
of sales and about 75% of EBITDA in 2011), which are used in a
wide variety of applications, and quartz, which is used primarily
in semiconductors. Both its businesses are cyclical, but this
cyclicality has historically been more pronounced in quartz than
in silicones. Silicones are used in construction, transportation,
personal care, electronics, and agriculture. They are generally
used as an additive, providing or enhancing attributes such as
resistance (to heat, ultraviolet light, or chemicals),
lubrication, adhesion, or viscosity. Positive industry factors
include significant consolidation and historically above-average
growth rates, though there is vulnerability to volume and margin
declines during periods of economic contraction or downturns in
key end markets. We believe that capital intensity, technological
know-how, and well-established customer relations provide
meaningful entry barriers. MPM benefits from good diversification
by end market and region, as well as an increasing contribution
from specialty products," S&P said.

"MPM is backward integrated to a high degree into the production
of siloxane, a key intermediate raw material. Siloxane industry
capacity increased significantly in 2011, with an MPM joint
venture and another major competitor completing expansions in
Asia. With the economic slowdown there and in Europe, this new
capacity has resulted in price competition in silicones. MPM is
also subject to fluctuations in market prices for its key raw
materials, silicon metal and methanol, which have proven more
difficult to pass on to customers amid soft recent market
conditions. In its quartz business, MPM relies on a large supplier
with whom it has historically had a long-term agreement. The
parties have extended their current agreement to June 30, 2012,
while they negotiate a new long-term agreement. We assume an
agreement can be reached that assures MPM of supply at an
affordable cost," S&P said.

"We believe that the merger of MPM and Momentive Specialty
Chemicals Inc. (MSC, B-/Stable/--) benefits credit quality only
modestly. In October 2010, controlling shareholder Apollo Global
Management L.P. (Apollo) placed the two companies under a single
holding company. Although each company maintains a separate
capital structure, we assess both in a manner that recognizes
their shared parentage. As a result, our corporate credit rating
on both companies is 'B-'. We are maintaining a stable outlook on
MSC, but could revise it to negative or lower the ratings on both
companies if MPM's financial profile declines further and we
determine that these developments elevate credit risk at the
combined company," S&P said.

"The negative outlook reflects our expectation that MPM's first-
half 2012 results will be very weak. We believe that operating
earnings and cash flow will gradually and modestly strengthen
during this year--in line with our expectation of moderate global
economic growth. However, in view of our base case expectation of
a 20% full-year EBITDA decline in 2012, we assume that MPM's free
operating cash flow will be negative. But even in this scenario,
in view of the proposed refinancing, we believe liquidity is
likely to remain adequate, as long as performance continues to
recover," S&P said.

"However, we could lower the ratings during the next few quarters
if industry conditions or the company's performance are worse than
we expect, or if MPM consumes more cash than we anticipate,
placing the company in danger of violating financial covenants and
making a debt restructuring or default more likely. This could
occur if siloxane overcapacity results in fiercer price
competition or significant loss of market share, if MPM has
difficulty passing raw material cost increases on to its
customers, or if global economic growth stalls," S&P said.

"We could lower the ratings in the near term if the proposed
refinancing is not consummated. In that case, we believe that
liquidity would be less than adequate based on the possibility of
a covenant breach as early as the third quarter of this year," S&P
said.

"On the other hand, if earnings, cash flow, and liquidity begin to
improve to the degree we expect, liquidity remains adequate, and
MPM remains comfortably in compliance with covenants, we could
revise the outlook to stable," S&P said.

"We expect to resolve the CreditWatch in coming days once the debt
issue has been placed and the company announces how it will apply
the proceeds," S&P said.


MOTORS LIQUIDATION: Has $1.3 Billion Net Assets in Liquidation
--------------------------------------------------------------
Wilmington Trust Company, solely in its capacity as trust
administrator and trustee of the Motors Liquidation Company GUC
Trust filed the GUC Trust Reports with the Bankruptcy Court for
the Southern District of New York, which GUC Trust Reports
contain: (i) the GUC Trust financial statements and related notes
thereto as at and for the year ended March 31, 2012; and (ii)
restatements of the GUC Trust unaudited Statements of Changes in
Net Assets in Liquidation as of and for each of the quarters ended
June 30, 2011, September 30, 2011 and December 31, 2011.

At March 31, 2012, Motors Liquidation had $1.65 billion in total
assets, $288.65 million in total liabilities and $1.36 billion in
net assets in liquidation.

A copy of the Report is available for free at:

                        http://is.gd/TvVKX1

                     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.


MOUNTAIN NATIONAL: Delays Q1 Form 10-Q Due to Regulatory Issues
---------------------------------------------------------------
Mountain National Bancshares, Inc., was unable to file its
quarterly report on Form 10-Q for the quarter ended March 31,
2012, by May 15, 2012, without unreasonable effort or expense
because the Company requires additional time to assess the
carrying value of its other real estate owned portfolio in
addition to ongoing efforts to complete the preparation of the
Company's annual audited financial statements.  The completion of
the Company's quarterly and annual financial statements has
required more time than in prior years due to issues related to
the regulatory and capital issues involving Mountain National
Bank.  Therefore, the Company was not able to file the Form 10-Q
by May 15, 2012.

                      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.


NET ELEMENT: Incurs $2.4 Million Net Loss in First Quarter
----------------------------------------------------------
Net Element, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $2.38 million on $74,810 of net revenues for the three months
ended March 31, 2012, compared with a net loss of $20.31 million
on $78,146 of net revenues for the same period during the prior
year.

The Company reported a net loss of $24.85 million in 2011,
compared with a net loss of $3.10 million in 2010.

The Company's balance sheet at March 31, 2012, showed
$2.34 million in total assets, $6.83 million in total liabilities,
and a $4.49 million total stockholders' deficit.

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

                       http://is.gd/sY6mi5

                        About Net Element

Miami, Fla.-based Net Element, Inc. (formerly TOT Energy, Inc.)
currently operates several online media websites in the film, auto
racing and emerging music talent markets.

Following the 2011 results, Daszkal Bolton LLP, in Fort
Lauderdale, Florida, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has experienced recurring losses
and has an accumulated deficit and stockholders' deficiency at
Dec. 31, 2011.


NGPL PIPECO: S&P Cuts Corp. Credit Rating to 'B+'; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior debt ratings on Houston-based pipeline company NGPL
PipeCo LLC (NGPL) to 'B+' from 'BB-'. "We removed the ratings from
CreditWatch, where they were placed with negative implications on
Dec. 15, 2011. The outlook is stable," S&P said.

"At the same time, we assigned a 'B+' rating and a '3' recovery
rating to the company's pending up to $600 million senior secured
note issuance. The '3' recovery rating indicates our expectation
of meaningful (50%-70%) recovery in the event of a payment
default. We expect the existing senior unsecured notes due 2017
and 2037 to ultimately be secured on a pari passu basis with the
proposed notes, term loan, and revolving credit facility," S&P
said.

"In addition, we lowered our preliminary term loan rating to 'B+'
from 'BB-' and removed the rating from Negative CreditWatch. The
preliminary '3' recovery rating remains unchanged," S&P said.

"We base the downgrade on our expectation that NGPL's cash flow
profile will remain weak and its debt leverage that will be
slightly higher than previously expected as natural gas market
conditions continue to soften," said Standard & Poor's credit
analyst William Ferara. "We expect debt to EBITDA to be about
7.5x in 2012 (which is slightly higher than our December 2011
expectation of above 6.5x). The company's cash flows continue to
be under pressure due to reduced transportation rates on portions
of its pipeline system and less fuel retention, low natural gas
prices, and limited price volatility. We expect this environment
to persist through at least 2012 and 2013 due to excess Mid-
Continent gas supplies and limited opportunities to take advantage
of regional pricing differences. In addition, we lowered our
natural gas price assumptions on April 18, 2012, to $2.00 per
million Btu (mmBtu) for 2012 and $2.75 per mmBtu for 2013. We
think NGPL's commodity gas sales and services activities will
continue to be negatively affected by this pricing environment."

"The stable rating outlook reflects our expectation that despite
weak market conditions, cash flows and debt leverage will likely
remain in a relative narrow band. Although the ratings take into
account the current reduced level of transportation rates and
natural gas prices, we could lower the ratings further if market
conditions and key credit measures notably deteriorate.
Specifically, EBITDA interest coverage of less than 1.5x and debt
to EBITDA above 8x due to prolonged weakness in market conditions
could warrant a lower rating. We do not expect to raise the rating
unless we see a material change in the company's financial risk
profile. We could raise the rating if key credit metrics improve,
such that the company sustains debt to EBITDA at less than 6.5x,
which it could achieve via a reduction in term loan borrowings or
slightly improved EBITDA levels," S&P said.


NORTHAMPTON GENERATING: S&P Withdraws 'D' Rating on $153M Bonds
---------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'D' issue-level
ratings on U.S. electricity generator Northampton Generating Co.
L.P.'s (Northampton) Series 1994A $153 million resource recovery
bonds due 2019. "At the same time, we withdrew our recovery rating
on the debt," S&P said.

"On Dec. 6, 2011, we lowered our rating to 'D' from 'CC' after the
company filed for Chapter 11 bankruptcy protection. We reevaluated
the '5' recovery rating, indicating our anticipation of modest
(10% to 30%) recovery in the event of default, before the action
to withdraw the rating took place. Although the recovery scenario
changed, the resulting score remained the same. Given that the
company has terminated its power purchase agreement, we assume
the project will continue commercial operations on a merchant
basis through 2030. Under this assumption, the net present value
of cash flows discounted at 12% results in a gross enterprise
value of about $8.3 million. We reduce our gross valuations by 5%
to account for estimated administrative expenses related to the
bankruptcy process to arrive at net valuation of about $7.9
million. The resulting recovery of 11% results in a '5' recovery
rating," S&P said.

RATINGS LIST

Ratings Withdrawn
                                   To            From
Northampton Generating Co. L.P.
Senior Secured Debt               N.R.          D/--
   Recovery Rating                 N.R.          5


NV ENERGY: Moody's Lifts Issuer, Sr. Unsec. Debt Ratings to 'Ba1'
-----------------------------------------------------------------
Moody's Investors Service upgraded thc long-term ratings of NV
Energy, Inc. (NVE: senior unsecured to Ba1 from Ba2) and its
subsidiaries Nevada Power Company (NPC: Issuer Rating to Baa3 from
Ba1) and Sierra Pacific Power Company (SPC: Issuer Rating to Baa3
from Ba1). The rating outlook for NVE, NPC, and SPC is stable.

"The upgrade reflects steady improvement in financial metrics at
NVE and its subsidiaries which we believe will continue over the
next several years following a December 2011 credit supportive
rate case decision and more moderate capital expenditure
requirements," said A.J. Sabatelle, Senior Vice President of
Moody's. "Moreover, NVE expects to generate free cash flow in each
of the next several years that is expected to be used for debt
reduction and balance sheet strengthening".

Ratings Rationale

The upgrade reflects the ongoing improvement in credit metrics
that is expected to continue, the completion of the multi-year
construction program of new owned natural-gas fired generation
facilities, the satisfactory rate base recovery of these
investments, and continued maintenance of good internal and
external liquidity. Of particular note is the outcome of the
company's general rate case at NPC, rendered by the Public Utility
Commission of Nevada (PUCN) in December 2011, which resulted in
incremental revenues of $158.6 million effective January 2012
representing about 64% of the company's original request.

The upgrade also considers the prospects of the company being free
cash flow positive for the next several years due to recent credit
supportive regulatory decisions and reduced capital spending.
Moody's understands that the company intends to utilize its free
cash flow for consolidated debt reduction with an eye towards
reaching a 50% consolidated equity ratio. The rating action
factors in Moody's expectation that NVE will have a balanced
approach towards capital allocation that includes the deleveraging
initiative along with an intermediate-term objective to target a
common dividend payout ratio of 55-65%.

The upgrade considers the delayed status of construction of the ON
transmission line project that is intended to combine NVE's
northern operation with its southern operation. While the
uncertainty around the cause of the wind-related damage to some of
the transmission tower structures is of concern, Moody's believes
that any potential negative financial implication arising from
this issue should not appreciably affect NVE's credit quality.

Moody's calculates that NVE's ratio of cash flow (CFO pre W/C) to
debt averaged 14.1%, cash flow less dividends to debt averaged
12.2% and cash flow coverage of interest of 3.1x over the last
three year period. Moody's anticipates that the company will be
able to generate similar credits metrics over the next few years
as the cash flow benefit of the December 2011 rate case is likely
to be offset by the still substantial deferred energy over
collected position that is being refunded to customers over this
timeframe. More importantly, Moody's anticipates that in light of
the reduced capital investment program, NVE will generate free
cash flow for the next few years that Moody's expects to be used
for permanent debt reduction.

The stable rating outlook for NVE and its subsidiaries reflects
Moody's expectation for the continuation of predictable earnings
and cash flow results over the next few years, a balanced approach
to capital allocation that targets a 55-65% dividend payout ratio
and a consolidated debt ratio of 50%, relatively modest capital
expenditures, and the maintenance of a robust liquidity profile.

In light of the upgrade and some longer term challenges that
continue to remain in the local economy, limited prospects exist
for the company to be upgraded. The ratings could be upgraded when
substantive progress is made on the company's deleveraging plans
which results in consolidated cash flow to debt metrics that
exceed 15% and cash flow coverage of interest that exceed 3.5x on
a sustained basis.

Although unlikely at this time, downward rating pressure would be
introduced if a return to a more contentious regulatory
environment emerged in Nevada or if the company elected to grow
its dividend at a faster than expected pace or utilized expected
free cash flow in a manner that derails long-term debt reduction
plans.

Ratings Upgraded Include:

NV Energy, Inc.

Issuer Rating and Senior Unsecured Debt to Ba1 from Ba2

Shelf Registration: Senior Unsecured, Subordinated Debt to (P)
Ba1, (P) Ba2 from (P) Ba2, (P) Ba3

Nevada Power Company

Issuer Rating to Baa3 from Ba1

First Mortgage Bonds to Baa1 from Baa2

Shelf Registration: Senior Secured, Senior Unsecured, Preferred to
(P)Baa1, (P)Baa3, (P)Ba1 from (P)Baa2, (P)Ba1, (P)Ba2

Sierra Pacific Power Company

Issuer Rating to Baa3 from Ba1

First Mortgage Bonds to Baa1 from Baa2

Shelf Registration: Senior Secured, Senior Unsecured, Preferred to
(P)Baa1, (P)Baa3, (P)Ba1 from (P)Baa2, (P)Ba1, (P)Ba2

The principal methodology used in this rating was Regulated
Electric and Gas Utilities published in August 2009.

NV Energy, Inc. is a holding company whose principal subsidiaries,
Nevada Power Company and Sierra Pacific Power Company, are
electric and electric & gas utilities, respectively, that operate
within the state of Nevada. NV Energy's headquarters are in Las
Vegas, NV.


OPTIONS MEDIA: Delays Form 10-Q for First Quarter
-------------------------------------------------
Options Media Group Holdings, Inc., was unable to file its
quarterly report on Form 10-Q for the three months ended March 31,
2012, by the prescribed date of May 15, 2012, without unreasonable
effort or expense because its internal accountants need additional
time to complete portions of the Report.  The Company intends to
file its Report on or prior to the prescribed extended date.

                        About Options Media

Boca Raton, Fla.-based Options Media Group Holdings, Inc., had
historically been an Internet marketing company providing e-mail
services to corporate customers.  Additionally, Options Media has
a lead generation business and disposed of its SMS text messaging
delivery business.  In 2010, Options Media transitioned by
changing its focus to smart phones and acquiring a robust anti-
texting program that prohibits people in vehicles from texting, e-
mailing, and reading such communications while moving.  As part of
its focus on mobile software applications, Options Media has also
broadened its suite of products by continuing to improve the
features of its Drive Safe(TM) anti-texting software.  In
conjunction with this change of focus, in February 2011, Options
Media sold its e-mail and SMS businesses.  Options Media retains
its lead generation business.

The Company reported a net loss of $12.67 million in 2011,
compared with a net loss of $9.86 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $1.31 million
in total assets, $4.87 million in total liabilities and a
$3.56 million total stockholders' deficit.

In its audit report for the 2011 results, Salberg & Company, P.A.,
in Boca Raton, Florida, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has a net loss available to common
stockholders of $12.75 million, and net cash used in continuing
operations of $3.60 million for the year ended Dec. 31, 2011, and
a working capital deficit, stockholders' deficit and accumulated
deficit of $4.11 million, $3.56 million and $35.5 million,
respectively at Dec. 31, 2011.  The Company has also discontinued
certain operations.


ORAGENICS INC: Incurs $1.6 Million Net Loss in First Quarter
------------------------------------------------------------
Oragenics, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $1.61 million on $380,527 of net revenues for the three months
ended March 31, 2012, compared with a net loss of $1.55 million on
$349,937 of net revenues for the same period during the prior
year.

The Company reported a net loss of $7.67 million in 2011, compared
with a net loss of $7.80 million in 2010.

The Company's balance sheet at March 31, 2012, showed
$1.94 million in total assets, $2.25 million in total liabilities,
and a $314,253 total shareholders' deficit.

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

                        http://is.gd/kZXHyj

                        About Oragenics Inc.

Tampa, Fla.-based Oragenics, Inc. -- http://www.oragenics.com/--
is a biopharmaceutical company focused primarily on oral health
products and novel antibiotics.  Within oral health, Oragenics is
developing its pharmaceutical product candidate, SMaRT Replacement
Therapy, and also commercializing its oral probiotic product,
ProBiora3.  Within antibiotics, Oragenics is developing a
pharmaceutical candidate, MU1140-S and intends to use its
patented, novel organic chemistry platform to create additional
antibiotics for therapeutic use.

In its audit report for the 2011 financial statements, Mayer
Hoffman McCann P.C., in Clearwater, Florida, expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company has incurred
recurring operating losses, negative operating cash flows and has
an accumulated deficit.

                        Bankruptcy Warning

The Company said in its annual report for the year ended Dec. 31,
2011, that its loan agreement with the Koski Family Limited
Partnership matures in three years and select material assets of
the Company relating to or connected with its ProBiora3, SMaRT
Replacement Therapy, MU1140 and LPT3-04 technologies have been
pledged as collateral to secure the Company's borrowings under the
Loan Agreement.  This secured indebtedness could impede the
Company from raising the additional equity or debt capital the
Company needs to continue its operations even though the amount
borrowed under the Loan Agreement automatically converts into
equity upon a qualified equity financing of at least $5 million.
The Company's ability to repay the loan will depend largely upon
the Company's future operating performance and the Company cannot
assure that its business will generate sufficient cash flow or
that the Company will be able to raise the additional capital
necessary to repay the loan.  If the Company is unable to generate
sufficient cash flow or are otherwise unable to raise the funds
necessary to repay the loan when it becomes due, the KFLP could
institute foreclosure proceedings against the Company's material
intellectual property assets and the Company could be forced into
bankruptcy or liquidation.


OSAGE EXPLORATION: Reports $456,000 Net Income in First Quarter
---------------------------------------------------------------
Osage Exploration and Development, Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing net income of $456,026 on $1.35 million of total
operating revenues for the three months ended March 31, 2012,
compared with a net loss of $57,429 on $641,744 of total operating
revenues for the same period during the prior year.

The Company's balance sheet at March 31, 2012, showed
$6.25 million in total assets, $1.60 million in total liabilities,
and $4.64 million in total stockholders' equity.

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

                         http://is.gd/brLyqS

                       About Osage Exploration

Based in San Diego, California with production offices in Oklahoma
City, Oklahoma, and executive offices in Bogota, Colombia, Osage
Exploration and Development, Inc. (OTC BB: OEDV) --
http://www.osageexploration.com/-- is an independent exploration
and production company with interests in oil and gas wells and
prospects in the US and Colombia.

GKM, LLP, in Encino, California, expressed substantial doubt about
the Company's ability to continue as a going concern following the
Company's 2011 financial results.  The independent auditors noted
that the Company has suffered recurring losses from operations and
has an accumulated deficit as of Dec 31, 2011.


PATRIOT COAL: S&P Cuts Corp. Credit Rating to 'B-'; on Watch Neg
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on St. Louis, Mo.-based Patriot Coal Corp. to 'B-' from
'B'. "At the same time, we lowered our issue-level rating on the
company's senior unsecured debt to 'B-' (the same as the corporate
credit rating) from 'B'. The recovery rating remains '3'," S&P
said.

The ratings remain on CreditWatch with negative implications where
they were placed on Jan. 23, 2012.

"The CreditWatch listing reflects a decline in coal production as
a result of weaker demand for metallurgical (met) coal in the
export market and weaker demand for thermal coal because of a
warmer-than-normal winter and natural gas substitution that has
consequently lowered our expectations for 2012 EBITDA and has, in
our view, the company continuing to burn cash," said Standard &
Poor's credit analyst Maurice Austin. "The rating also reflects
the possibility of continued production curtailments, as in the
recent announcement that a 'key customer' is potentially going to
default, leading to an adjustment of Patriot's coal-price and
volume forecasts for 2012 and 2013."

"The corporate credit rating on Patriot Coal reflects the
combination of what we consider to be the company's 'weak'
business risk profile and 'highly leveraged' financial risk
profile. The company has significant exposure to the high-cost
Central Appalachia region and faces challenges posed by the
inherent risks of coal mining, including operating problems, price
volatility, and increasing costs and regulatory scrutiny," S&P
said.

"In resolving the CreditWatch listing, we will review our
performance expectations and Patriot's liquidity position, and
assess its operating prospects to determine whether a lower rating
is warranted, absent the proposed refinancing. This will include
meeting with management to discuss its near-term operating and
financial prospects, including end-market demand trends," S&P
said.


PAYMENT DATA: Reports $69,000 Net Income in First Quarter
---------------------------------------------------------
Payment Data Systems, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $69,072 on $1.29 million of revenue for the three
months ended March 31, 2012, compared with a net loss of $144,017
on $785,262 of revenue for the same period during the prior year.

The Company's balance sheet at March 31, 2012, showed $3.19
million in total assets, $2.42 million in total liabilities, all
current, and $767,571 in total stockholders' equity.

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

                        http://is.gd/Y88zay

                    About Payment Data Systems

San Antonio, Tex.-based Payment Data Systems, Inc. provides
integrated electronic payment processing services to merchants and
businesses, including credit and debit card-based processing
services and transaction processing via the Automated
Clearinghouse Network.  The Company also operates an online
payment processing service for consumers under the domain name
http://www.billx.com/through which consumers can pay anyone.


PEMCO WORLD: To Pay Workers $1.2 Million in Dothan Closing
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Pemco World Air Services Inc. is proposing to spend
$1.2 million on workers in connection with closing the facility in
Dothan, Alabama.  The company planned to shut the Dothan operation
on filing for Chapter 11 reorganization in early March.

According to the report, as a result of negotiations with the
machinists' union representing 137 employees in Alabama, the
company agreed, if the court approves, to pay benefits through the
end of the month when workers are fired.  In addition, Pemco will
pay accrued vacation pay, even though not all of it might
otherwise qualify for payment in full as a priority claim in
bankruptcy.  The company will give the same treatment to the 44
nonunion workers who are also losing their jobs.

The report relates that Pemco plans to spend about $1.2 million
for the plan-closing benefits.  Accrued vacation pay represents
$655,000. The remainder will be a bonus equal to three weeks' pay
for workers who remain on the job until the last day they're
needed.

A hearing is set to take place June 1.

                   About Pemco World Air Services

Headquartered in Tampa, Florida Pemco World Air Services --
http://www.pemcoair.com/-- performs large jet MRO services, and
has operations in Dothan, AL (military MRO and commercial
modification), Cincinnati/Northern Kentucky (regional aircraft
MRO), and partner operations in Asia.

Pemco filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case
No. 12-10799) on March 5, 2012, with a $37.8 million DIP financing
and a "stalking horse" bid from an affiliate of its current owner,
Sun Aviation Services, LLC.

Young Conaway Stargatt & Taylor, LLP has been tapped as general
bankruptcy counsel; Kirkland & Ellis LLP as special counsel for
tax and employee benefits issues; AlixPartners, LLP as financial
advisor; Bayshore Partners, LLC as investment banker; and Epiq
Bankruptcy Solutions LLC as notice and claims agent.

On March 14, 2012, the U.S. Trustee appointed an official
committee of unsecured creditors.

On April 13, 2012, Sun Aviation Services LLC (Bankr. D. Del. Case
No. 12-11242) filed its own Chapter 11 bankruptcy petition.  Sun
Aviation owns 85.08% of the stock of Pemco debtor-affiliate WAS
Aviation Services Holding Corp., which in turn owns 100% of the
stock of debtor WAS Aviation Services Inc., which itself owns 100%
of the stock of Pemco World Air Services Inc.  Pemco also owes Sun
Aviation $5.6 million.  As a result, Sun Aviation is seeking
separate counsel.  However, Sun Aviation obtained an order jointly
administering its case with those of the Pemco debtors.

Sun Capital Partners Inc., which is providing $6 million in
financing, has a contract to make the first bid at auction on May
23.  Unless outbid, Sun will take ownership in exchange for pre-
bankruptcy debt and financing for the Chapter 11 case.  A Sun
affiliate acquired the $31.8 million senior secured debt from
Merrill Lynch Credit Products LLC and also holds a $5.6 million
subordinated secured loan.  In addition, Sun will pay any
ordinary-course-of-business trade payables incurred during
bankruptcy that aren't already paid.


PENINSULA GAMING: S&P Puts 'B+' Corp. Credit Rating on Watch Neg
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' corporate
credit rating on Dubuque, Iowa-based casino operator Peninsula
Gaming LLC on CreditWatch with negative implications.

"Our issue-level ratings on Peninsula's existing $320 million
senior secured notes and $355 million senior unsecured notes
remain unchanged because we expect this debt to be refinanced in
the event the transaction closes," S&P said.

"The CreditWatch listing reflects our expectation that in the
event the transaction is completed under the terms proposed and
incorporating our performance expectations for both companies,
consolidated leverage would exceed 7x over the intermediate term,"
said Stadnard & Poor's credit analyst Ariel Silverberg. "While we
believe the acquisition of Peninsula would strengthen Boyd's
business risk profile, we would view this level of leverage as
aligned with a 'B' corporate credit rating. Boyd has obtained
committed financing for the transaction, which would include $200
million in cash (expected to be drawn from its credit facilities)
and about $1.3 billion in debt at the Peninsula subsidiary. The
transaction remains subject to various closing conditions and
receipt of required regulatory approvals, and Boyd expects the
transaction to close by the end of 2012."

"In resolving the CreditWatch listing, we will monitor Boyd's
progress toward addressing various closing conditions and
receiving required regulatory approvals," S&P said.


PINE TREE: Case Summary & 2 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Pine Tree Realty Trust
        498 Newtown Road
        Littleton, MA 01460

Bankruptcy Case No.: 12-41897

Chapter 11 Petition Date: May 18, 2012

Court: United States Bankruptcy Court
       District of Massachusetts (Worcester)

Judge: Melvin S. Hoffman

Debtor's Counsel: David B. Madoff, Esq.
                  MADOFF & KHOURY LLP
                  124 Washington Street-Suite 202
                  Foxboro, MA 02035
                  Tel: (508) 543-0040
                  Fax: (508) 543-0020
                  E-mail: madoff@mandkllp.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 together with the petition is available for free
at http://bankrupt.com/misc/mab12-41897.pdf

The petition was signed by Brian Hebb, Trustee.

Affiliates that filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Brian Hebb                             11-43863   09/13/11
Hebb Builders                          12-41260   04/03/12
Pilgrim Pines LD, LLC                  12-41261   04/03/12


PLAYBOY ENTERPRISES: Moody's Expects Firm To Cure EBITDA Covenant
-----------------------------------------------------------------
Moody's Investors Service said operating results for Playboy
Enterprises, Inc. ("Playboy", B2 CFR) are tracking below
forecasted levels with EBITDA estimated by management to reach $42
million by FYE December 2012 compared to the original $48.8
million forecast for FY2012 provided last year. As a result, the
company is likely to fall short of its one-time minimum EBITDA
requirement of $45 million under the credit agreement for its
senior secured credit facilities to be measured after Playboy has
completed roughly one full year since the take private transaction
which closed in March 2011. Specifically, the credit agreement
requires that the company generate $45 million of annualized
EBITDA measured for the six months ended June 30, 2012. As
discussed in the 1Q2012 earnings call on May 16, 2012, management
plans to address this issue.

Moody's believes that in the event the company's annualized EBITDA
were to fall short of this requirement, the company will seek to
waive or amend this one-time minimum EBITDA requirement or it will
cure the default by receiving a $10 million cash injection as
common equity from Rizvi Capital Management ("Rizvi Traverse") or
another equity investor with the cash being used to prepay term
loan advances, as stipulated. Assuming the one-time EBITDA minimum
requirement is waived or cured, there is no immediate impact on
ratings as the company's operating performance is tracking within
its B2 corporate family rating category. Moody's notes that
Playboy is in compliance with all other covenants under the credit
agreement including maximum total leverage ratio of 6.1x (versus
5.32x actual) as of March 31, 2012 and minimum interest coverage
of 1.7x (versus 2.03x actual). Looking forward, Moody's expects
the company to remain in compliance with its financial maintenance
covenants through the end of 2012 despite step downs in the
leverage requirement and step ups in the coverage test. Moody's
expects reported EBITDA to approach management's current estimate
of $42 million for FYE December 31, 2012 resulting in debt-to-
EBITDA of less than 4.5x (including Moody's standard adjustments)
which is better than Moody's 5.0x debt-to-EBITDA trigger for a
downgrade.

Moody's notes the original transaction proposal called for $160
million of funded debt and $199.2 million of equity. Given
oversubscription of credit facilities, the transaction structure
was revised to $185 million of funded debt and a reduction in
equity with the company agreeing to add the $45 million minimum
EBITDA provision to be measured one year after the deal closed.

Headquartered in Los Angeles and founded in 1953 by Hugh M.
Hefner, the creator and editor-in-chief of Playboy Magazine,
Playboy Enterprises, Inc., is a global media and lifestyle company
that markets its brand through a range of media properties and
licensing initiatives. The company has expanded beyond its print
business (23% of 2011 revenues) to include licensing (26% of 2011
revenues), entertainment (34% of 2011 revenues), location based
entertainment (LBE), and digital business segments. Playboy's
equity holders include Rizvi Traverse Management (approximately
60% ownership), a Los Angeles based private equity firm, Mr.
Hefner (37%) and other executive management (3%). Operating
results for the 12 months ended December 2011 included $209
million of revenue.


PLC SYSTEMS: Incurs $6.7 Million Net Loss in First Quarter
----------------------------------------------------------
PLC Systems Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $6.77 million on $20,000 of revenue for the three months ended
March 31, 2012, compared with a net loss of $3.78 million on
$57,000 of revenue for the same period during the prior year.

The Company reported a net loss of $5.76 million for 2011,
compared with a net loss of $505,000 for 2010.

The Company's balance sheet at March 31, 2012, showed $2.55
million in total assets, $13.21 million in total liabilities and a
$10.66 million total stockholders' deficit.

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

                        http://is.gd/XpNt1G

                        About PLC Systems

Milford, Massachusetts-based PLC Systems Inc. is a medical device
company specializing in innovative technologies for the cardiac
and vascular markets.  The Company's key strategic growth
initiative is its newest marketable product, RenalGuard(R).
RenalGuard is designed to reduce the potentially toxic effects
that contrast media can have on the kidneys when it is
administered to patients during certain medical imaging
procedures.

Following the 2011 results, McGladrey & Pullen, LLP, in Boston,
Massachusetts, expressed substantial doubt about PLC Systems'
ability to continue as a going concern.  The independent auditors
noted that the Company has sustained recurring net losses and
negative cash flows from continuing operations.


POSITRON CORP: Delays Form 10-Q for First Quarter
-------------------------------------------------
Positron Corporation informed the U.S. Securities and Exchange
Commission that it will be delayed in filing its quarterly report
on Form 10-Q for the period ended March 31, 2012.  The Company's
financial statements could not be completed within the time
provided without undue burden and expense.  The Company expects to
file within the period provided by the extension.

                    About Positron Corporation

Headquartered in Fishers, Indiana, Positron Corporation is a
molecular imaging company focused on nuclear cardiology.

The Company reported a net loss of $6.12 million in 2011, compared
with a net loss of $10.92 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $2.31 million
in total assets, $5.17 million in total liabilities, all current,
and a $2.86 million total stockholders' deficit.

Sassetti LLC, in Oak Park, Illinois, noted that the Company has a
significant accumulated deficit which raises substantial doubt
about the Company's ability to continue as a going concern.

                        Bankruptcy Warning

The Company had cash and cash equivalents of $1,000 at Dec. 31,
2011.  The Company received $2.10 million in proceeds from
convertible notes and $845,000 in proceeds from the exercise of
warrants during 2011.  The Company believes that it may continue
to experience operating losses and accumulate deficits in the
foreseeable future.  If the Company is unable to obtain financing
to meet its cash needs the Company may have to severely limit or
cease its business activities or may seek protection from its
creditors under the bankruptcy laws.


PRECISION OPTICS: Incurs $492,000 Net Loss in March 31 Quarter
--------------------------------------------------------------
Precision Optics Corporation, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $492,139 on $382,264 of revenue for the
three months ended March 31, 2012, compared with a net loss of
$302,312 on $495,423 of revenue for the same period during the
prior year.

The Company reported net income of $1.18 million on $1.38 million
of revenue for the nine months ended March 31, 2012, compared with
a net loss of $791,109 on $1.61 million of revenue for the same
period during the prior year.

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.

The Company's balance sheet at March 31, 2012, showed $1.33
million in total assets, $625,967 in total liabilities, all
current, and $713,601 in total stockholders' equity.

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

                        http://is.gd/ajw21G

                      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.

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.  Stowe &
Degon's 2011 audit report did not include a going concern
qualification.


PRESIDENTIAL REALTY: Incurs $574,000 Net Loss in First Quarter
--------------------------------------------------------------
Presidential Realty Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $574,334 on $192,294 of total revenue for the three
months ended March 31, 2012, compared with a net loss of $451,182
on $410,067 of total revenue for the same period during the prior
year.

The Company reported a net loss of $6.16 million in 2011,
compared with a net loss of $2.57 million in 2010.

The Company's balance sheet at March 31, 2012, showed $16.13
million in total assets, $17.70 million in total liabilities and a
$1.57 million total stockholders' deficit.

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

                        http://is.gd/jfmBkf

                     About Presidential Realty

Headquartered in White Plains, New York, Presidential Realty
Corporation, a real estate investment trust, is engaged
principally in the ownership of income-producing real estate and
in the holding of notes and mortgages secured by real estate or
interests in real estate.  On Jan. 20, 2011, Presidential
stockholders approved a plan of liquidation, which provides for
the sale of all of the Company's assets over time and the
distribution of the net proceeds of sale to the stockholders after
satisfaction of the Company's liabilities.

Following the 2011 results, Holtz, Rubenstein Reminick LLP, in
Melville, New York, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has suffered recurring losses from
operations and has a working capital deficiency.


PURADYN FILTER: Incurs $232,000 Net Loss in First Quarter
---------------------------------------------------------
Puradyn Filter Technologies Incorporated filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing a net loss of $231,979 on $751,502 of net sales
for the three months ended March 31, 2012, compared with a net
loss of $326,437 on $883,392 of net sales for the same period
during the prior year.

Puradyn Filter reported a net loss of $1.61 million in 2011,
compared with a net loss of $1.57 million in 2010.

The Company's balance sheet at March 31, 2012, showed $1.31
million in total assets, $9.45 million in total liabilities and a
$8.14 million total stockholders' deficit.

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

                        http://is.gd/j98NOT

                       About Puradyn Filter

Boynton Beach, Fla.-based Puradyn Filter Technologies Incorporated
(OTC BB: PFTI) -- http://www.puradyn.com/-- designs, manufactures
and markets the puraDYN(R) Oil Filtration System.

Following the 2011 results, Webb and Company, P.A., in Boynton
Beach, Florida, 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, its total liabilities exceed its total assets, and it
has relied on cash inflows from an institutional investor and
current stockholder.


RAVENWOOD HEALTHCARE: Ombudsman Named to Represent Patients
-----------------------------------------------------------
Henry G. Hobbs Jr., acting U.S. Trustee for Region 5, named
Deborah Hamilton, a long-term care ombudsman program manager in
Baltimore, Maryland, as healthcare ombudsman to monitor the
quality of patient care and represent the interests of the
patients of Ravenwood Healthcare Inc., dba Harborside Nursing and
Rehabilitation Center.

                    About Ravenwood Healthcare

Ravenwood Healthcare, Inc. filed a Chapter 11 petition (Bankr.
M.D. La. Case No. 12-10612) on April 27, 2012, in its home-town in
Baton Rouge.  Ravenwood Healthcare is a not-for-profit corporation
which owns and operates the Harborside Nursing and Rehabilitation
Center, a 165-bed skilled care facility in Baltimore, Maryland.
It has 134 hourly rate based and 11 salaried rate based employees.

Bankruptcy Judge Douglas D. Dodd oversees the case.  William E.
Steffes, Esq., and Noel Steffes Melancon, Esq., at Stefes,
Vingiello & McKenzie, LLC, serve as the Debtor's counsel.

The petition was signed by Richard T. Daspit, Sr., president.


RAVENWOOD HEALTHCARE: May 25 Court Date on Lawyer Hiring
--------------------------------------------------------
Ravenwood Healthcare, Inc., will appear before the Court May 25 at
11:00 a.m. to seek final approval of its request to employ
bankruptcy lawyers.

Ravenwood Healthcare obtained interim authority to hire William E.
Steffes and the law firm of Steffes, Vingiello & McKenzie, LLC,
late last month.  Pursuant to the Interim Order, the firm, among
other things, advise the Debtor of the prohibition against the
sale of any of its assets outside the ordinary course of business
without leave of court; and promptly inform the Debtor that it may
not pay any debt or obligation owed by the Debtor on the date of
the filing of the petition.

Separately, the Debtor was slated to file its schedules of assets
and liabilities and statement of financial affairs May 21.  The
filing deadline was extended for 10 days, from May 11.  In its
petition, the Debtor estimated $10 million to $50 million in both
assets and debts.

                    About Ravenwood Healthcare

Ravenwood Healthcare, Inc. filed a Chapter 11 petition (Bankr.
M.D. La. Case No. 12-10612) on April 27, 2012, in its home-town in
Baton Rouge.  Ravenwood Healthcare is a not-for-profit corporation
which owns and operates the Harborside Nursing and Rehabilitation
Center, a 165-bed skilled care facility in Baltimore, Maryland.
It has 134 hourly rate based and 11 salaried rate based employees.

Bankruptcy Judge Douglas D. Dodd oversees the case.  William E.
Steffes, Esq., and Noel Steffes Melancon, Esq., at Stefes,
Vingiello & McKenzie, LLC, serve as the Debtor's counsel.

The petition was signed by Richard T. Daspit, Sr., president.


RAVENWOOD HEALTHCARE: Sec. 341 Creditors' Meeting Set for May 25
----------------------------------------------------------------
The Office of the U.S. Trustee for Region 5 will convene a Meeting
of Creditors under 11 U.S.C. Sec. 341(a) in the Chapter 11 case of
Ravenwood Healthcare on May 25, 2012, at 1:30 p.m. at 707 Florida
St., Rm. 324, in Baton Rouge, Louisiana.

Ravenwood Healthcare, Inc. filed a Chapter 11 petition (Bankr.
M.D. La. Case No. 12-10612) on April 27, 2012, in its home-town in
Baton Rouge.  Ravenwood Healthcare is a not-for-profit corporation
which owns and operates the Harborside Nursing and Rehabilitation
Center, a 165-bed skilled care facility in Baltimore, Maryland.
It has 134 hourly rate based and 11 salaried rate based employees.

Bankruptcy Judge Douglas D. Dodd oversees the case.  William E.
Steffes, Esq., and Noel Steffes Melancon, Esq., at Stefes,
Vingiello & McKenzie, LLC, serve as the Debtor's counsel.

In its petition, the Debtor estimated $10 million to $50 million
in both assets and debts.  The petition was signed by Richard T.
Daspit, Sr., president.


RAVENWOOD HEALTHCARE: Final Cash Collateral Hearing on May 30
-------------------------------------------------------------
Ravenwood Healthcare, Inc., has a May 30 court date to seek final
approval of its request to use cash and accounts receivable which
may be "cash collateral" to fund costs and expenses during the
bankruptcy proceedings.

The Court earlier this month gave Ravenwood interim authority to
use the cash collateral.

Carrollwood Health Foundation, Inc., and Wells Fargo Bank,
National Association, as trustee for the holders of prepetition
bonds, assert an interest in the cash collateral.

In 2007, pursuant to the terms of a confirmed Plan of
Reorganization in a prior Chapter 11 case, Carrollwood purchased
from National Century Financial Enterprises, Inc., a $1.1 million
note secured by a first lien on the Debtor's accounts receivable
and proceeds.  The Debtor said the cash and accounts receivable
may be considered "cash collateral" as defined in 11 U.S.C. Sec.
363.  NCFE was not an insider of the Debtor and Carrollwood is an
insider by virtue of common membership with the Debtor.

In 1996, the Debtor obtained a priority lien debt affecting its
skilled nursing facility with the proceeds of two bond issues
currently having a balance due in the approximate aggregate amount
of $20,000,000.  Wells Fargo claims a second lien on the Debtor's
cash and accounts receivable, inferior only to the lien securing
the NCFE Plan Note, and a first lien on substantially all other
assets of the Debtor, including the Facility.  The Debtor said the
cash and accounts receivable may be considered "cash collateral"
as defined in Sec. 363 securing the Indenture Trustee's claim to
the extent that the value of same exceeds the balance due on the
NCFE Plan Note.

The Debtor proposes to grant Carrollwood a replacement lien,
ranking first, on the Debtor's postpetition accounts receivable
and cash on hand as adequate protection for the Debtor's use of
the proceeds of all accounts receivable and the cash on hand
and in bank accounts to the extent that same constitute cash
collateral, and only to the extent of the actual diminution of the
value of Carrollwood's valid, enforceable security interests in
the Debtor's assets.

The Debtor also proposes to grant Wells Fargo, on behalf of the
bondholders, a replacement lien, ranking second, on the Debtor's
postpetition accounts receivable and cash on hand as adequate
protection for the Debtor's use of the proceeds of all accounts
receivable and the cash on hand and in bank accounts to the extent
that same constitute cash collateral, and only to the extent of
the actual diminution of the value of the Indenture Trustee's
valid, enforceable security interests in the Debtor's assets.

                    About Ravenwood Healthcare

Ravenwood Healthcare, Inc. filed a Chapter 11 petition (Bankr.
M.D. La. Case No. 12-10612) on April 27, 2012, in its home-town in
Baton Rouge.  Ravenwood Healthcare is a not-for-profit corporation
which owns and operates the Harborside Nursing and Rehabilitation
Center, a 165-bed skilled care facility in Baltimore, Maryland.
It has 134 hourly rate based and 11 salaried rate based employees.

Bankruptcy Judge Douglas D. Dodd oversees the case.  William E.
Steffes, Esq., and Noel Steffes Melancon, Esq., at Stefes,
Vingiello & McKenzie, LLC, serve as the Debtor's counsel.

In its petition, the Debtor estimated $10 million to $50 million
in both assets and debts.  The petition was signed by Richard T.
Daspit, Sr., president.


REDDY ICE: Files First Amended Joint Reorganization Plan
--------------------------------------------------------
BankruptcyData.com reports that Reddy Ice Holdings filed with the
U.S. Bankruptcy Court a First Amended Joint Plan of
Reorganization. The Plan references the Disclosure Statement
related to the Company's Prepackaged Plan of Reorganization, filed
concurrently with the petition on April 12, 2012.

"On the Effective Date, Reorganized Reddy Holdings shall (i) issue
Reorganized Reddy Holdco Common Stock for distribution to holders
of Allowed Second Lien Notes Claims and Allowed Interests in Reddy
Holdings in accordance with Article III herein and (ii) issue the
Reorganized Reddy Holdco Preferred Stock in connection with the
Rights Offering and the Investment Agreement. All of the shares of
Reorganized Reddy Holdco Preferred Stock and Reorganized Reddy
Holdco Common Stock issued pursuant to the Plan shall be duly
authorized, validly issued, fully-paid and non-assessable.
Pursuant to the Investment Agreement, the Sponsor shall receive on
the Effective Date one share of Reorganized Reddy Holdco Class A
Common Stock, which shall entitle the Sponsor to 10,000,000 votes
on all matters upon which holders of the Reorganized Reddy Holdco
Common Stock or Reorganized Reddy Holdco Preferred Stock have the
right to vote," according to the Plan obtained by
BankruptcyData.com.

                          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.  A hearing to approve the Disclosure
Statement and confirm the Plan has been set for May 18, 2012.

Judge Stacey G. Jernigan presides over the case.  Reddy Ice's
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.


RESIDENTIAL CAPITAL: U.S. Trustee Forms Creditors Committee
-----------------------------------------------------------
Tracy Hope Davis, the U.S. Trustee for Region 2, appointed on
May 16, 2012, nine members to the official committee of unsecured
creditors in the Chapter 11 cases of Residential Capital LLC and
its debtor affiliates:

1. Wilmington Trust, N.A.
   50 South Sixth Street, Suite 1290
   Minneapolis, MN 55402-1544
   Tel: (612) 217- 5628
   Fax: (612) 217-5651
   Attn: Julie J. Becker, Vice President

2. Deutsche Bank Trust Company Americas
   Harborside Financial Center
   100 Plaza One
   Jersey City, NJ 07311-3901
   Tel: (201) 593-8545
   Fax: (648) 502-4546
   Attn: Brendan Meyer

3. The Bank of New York Mellon Trust Company, N.A.
   6525 West Campus Oval
   New Albany, OH 43054
   Tel: (614) 775-5278
   Fax: (614) 775-5636
   Attn: Robert H. Major, Vice President

   BNY Mellon is represented:

   Glenn E. Siegel, Esq.
   Hector Gonzalez, Esq.
   Brian E. Greer, Esq.
   Mauricio A. Espana, Esq.
   DECHERT LLP
   1095 Avenue of the Americas
   New York, NY 10036-6797
   Tel: (212) 698-3500
   Fax: (212) 698-3599
   E-mail: glenn.siegel@dechert.com
           hector.gonzalez@dechert.com
           brian.greer@dechert.com
           mauricio.espana@dechert.com

4. MBIA Insurance Corporation
   113 King Street
   Armonk, NY 10504
   Tel: (914) 765-3640
   Fax: (914) 765-3646
   Attn: Mitchell Sonkin

   MBIA is represented by:

   Gregory M. Petrick, Esq.
   Ingrid Bagby, Esq.
   CADWALADER, WICKERSHAM & TAFT LLP
   One World Financial Center
   New York, NY 10281
   Tel: (212) 504-6000
   Fax: (212) 504-6666
   E-mail: gregory.petrick@cwt.com
           ingrid.bagby@cwt.com

       - and -

   Mark C. Ellenberg, Esq.
   CADWALADER, WICKERSHAM & TAFT LLP
   700 Sixth Street, N.W.
   Washington, DC 20001
   Tel: (202) 862-2200
   Fax: (202) 862-2400
   E-mail: mark.ellenberg@cwt.com

5. Rowena L. Drennen
   3725 N. Indiana
   Kansas City, MO 64117
   Tel: (816) 726-4615
   Fax: (816) 523-3530

6. AIG Asset Management (U.S.), LLC
   80 Pine Street
   New York, NY 10038
   Tel: (212) 770-0948
   Fax: (212) 770-8528
   Attn: Russell Lipman

   AIG Asset Management is represented by:

   Susheel Kirpalani, Esq.
   Scott C. Shelley, Esq.
   QUINN, EMANUEL, URQUHART & SULLIVAN, LLP
   51 Madison Avenue, 22nd Floor
   New York, NY 10010
   Tel: (212) 849-7000
   Fax: (212) 849-7100
   E-mail: susheelkirpalani@quinnemanuel.com
           scottshelley@quinnemanuel.com

7. U.S. Bank National Association
   190 S. LaSalle Street
   Chicago, IL 60603
   Tel: (312) 332-6578
   Attn: Mamta K. Scott, Vice President

   U.S. Bank is represented by:

   James S. Carr, Esq.
   Eric R. Wilson, Esq.
   KELLEY DRYE & WARREN LLP
   101 Park Avenue
   New York, NY 10178
   Tel: 212-808-7800
   Fax: 212-808-7987
   E-mail: KDWBankruptcyDepartment@kelleydrye.com

8. Allstate Life Insurance Company
   3075 Sanders Road, Suite G5A
   Northbrook, IL 60062
   Tel: (847) 402-1477
   Fax: (847) 402-6639
   Attn: Peter A. McElvain

9. Financial Guaranty Insurance Company
   125 Park Avenue
   New York, New York 10017
   Tel: (212) 312-3399
   Attn: John Dubel

   FGIC is represented by:

   Corinne Ball, Esq.
   Richard L. Wynne, Esq.
   Lance E. Miller, Esq.
   JONES DAY
   222 East 41st Street
   New York, NY 10017
   Tel: (212) 326-3939
   Fax: (212) 755-7306
   E-mail: cball@jonesday.com
           rlwynne@jonesday.com
           lemiller@jonesday.com

       - and -

   Carl E. Black, Esq.
   JONES DAY
   901 Lakeside Avenue
   Cleveland, OH 44114
   Tel: (216) 586-3939
   Fax: (216) 579-0212
   E-mail: ceblack@jonesday.com

Ms. Drennen is representative for plaintiffs In re: Community
Bank of Northern Virginia Second Mortgage Lending Practices
Litigation, MDL No. 1674, (Brian Kessler, et al.) Case No. 03-
0425, Case No. 02-01201, Case No. 05-0688, case No. 05-1386,
United States District Court for the Western District of
Pennsylvania.

Deutsche Bank Trust Company holds the largest unsecured claims
against the Debtors for various issues of unsecured notes.
Deutsche Bank asserts $473,416,000 as indenture trustee for
8.500% Senior Unsecured Notes due April 2013.

BNY Mellon, MBIA, Inc., US Bank, Allstate and Financial Guaranty
each holds a contingent claim in an unknown amount against the
Debtors.

                           About ResCap

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

The ResCap is selling its mortgage origination and servicing
businesses to Nationstar Mortgage LLC, and its legacy portfolio,
consisting mainly of mortgage loans and other residual financial
assets, to Ally Financial.  Together, the asset sales are expected
to generate approximately $4 billion in proceeds.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

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


RESIDENTIAL CAPITAL: Wins OK for KCC as Claims Agent
----------------------------------------------------
Residential Capital LLC and its affiliates sought and obtained the
Bankruptcy Court's permission to employ Kurtzman Carson
Consultants LLC as their claims and noticing agent.

As the Debtors' claims and noticing agent, KCC will:

  (a) Prepare and serve required notices and documents in the
      Debtors' Chapter 11 cases in accordance with the
      Bankruptcy Code and the Federal Rules of Bankruptcy
      Procedure in the form and manner directed by the Debtors
      or the Court, including (i) notice of the commencement of
      the Chapter 11 cases and the initial meeting of creditors
      under Section 341(a) of the Bankruptcy Code, (ii) notice
      of any claims bar date, (iii) notices of transfers of
      claims, (iv) notices of objections to claims and
      objections to transfers of claims, (v) notices of any
      hearings on a disclosure statement and confirmation of the
      Debtors' plan or plans of reorganization, including under
      Rule 3017(d) of the Federal Rules of Bankruptcy Procedure,
      (vi) notice of the effective date of any plan and (vii)
      all other notices, orders, pleadings, publications and
      other documents as the Debtors or Court may deem necessary
      or appropriate for an orderly administration of the
      Debtors' Chapter 11 cases;

  (B) Maintain an official copy of the Debtors' schedules of
      assets and liabilities and statement of financial affairs,
      listing the Debtors' known creditors and the amounts owed
      thereto;

  (C) Maintain (i) a list of all potential creditors, equity
      holders and other parties-in-interest; and (ii) a "core"
      mailing list consisting of all parties described in Rule
      2002(i), (j) and (k) of the Federal Rules of Bankruptcy
      Procedure and those parties that have filed a notice of
      appearance pursuant to Rule 9010 of the Federal Rules of
      Bankruptcy Procedure; update said lists and make said
      lists available upon request by a party-in-interest or the
      Clerk;

  (D) Furnish a notice to all potential creditors of the last
      date for the filing of proofs of claim and a form for the
      filing of a proof of claim, after such notice and form are
      approved by the Court, and notify said potential creditors
      of the existence, amount and classification of their
      claims as set forth in the Schedules, which may be
      effected by inclusion of such information on a customized
      proof of claim form provided to potential creditors;

  (E) Maintain a post office box or address for the purpose of
      receiving claims and returned mail, and process all mail
      received;

  (F) For all notices, motions, orders or other pleadings or
      Documents served, prepare and file or caused to be filed
      with the Clerk an affidavit or certificate of service
      within seven business days of service which includes (i)
      either a copy of the notice served or the docket numbers
      and titles of the pleadings served, (ii) a list of persons
      to whom it was mailed with their addresses, (iii) the
      manner of service, and (iv) the date served;

  (G) Process all proofs of claim received, including those
      received by the Clerk's Office, and check said processing
      for accuracy, and maintain the original proofs of claim in
      a secure area;

  (H) Maintain the official claims register for each Debtor on
      behalf of the Clerk; upon the Clerk's request, provide the
      Clerk with certified, duplicate unofficial Claims
      Registers; and specify in the Claims Registers these
      information for each claim docketed: (i) the claim number
      assigned, (ii) the date received, (iii) the name and
      address of the claimant and agent, if applicable, who
      filed the claim, (iv) the amount asserted, (v) the
      asserted classification(s) of the claim, (vi) the
      applicable Debtor, and (vii) any disposition of the claim;

  (I) Implement necessary security measures to ensure the
      completeness and integrity of the Claims Registers and the
      safekeeping of the original claims;

  (J) Record all transfers of claims and provide any notices of
      such transfers as required by Rule 3001(e) of the Federal
      Rules of Bankruptcy Procedure;

  (K) Relocate, by messenger or overnight delivery, all of the
      court-filed proofs of claim to the offices of Claims and
      Noticing Agent, not less than weekly;

  (L) Upon completion of the docketing process for all claims
      received for each case, turn over to the Clerk copies of
      the claims register for the Clerk's review (upon the
      Clerk's request);

  (M) Monitor the Court's docket for all notices of appearance,
      address changes, and claims-related pleadings and orders
      filed and make necessary notations on or changes to the
      claims register;

  (N) Assist in the dissemination of information to the public
      and respond to requests for administrative information
      regarding the Debtors' Chapter 11 cases as directed by the
      Debtors or the Court, including through the use of a case
      Web site or call center;

  (O) If the Chapter 11 cases are converted to cases under
      Chapter 7, contact the Clerk's Office within three days of
      the notice to Claims and Noticing Agent of entry of the
      order converting the Debtors' bankruptcy cases;

  (P) Thirty days prior to the close of these cases, to the
      extent practicable, seek that the Debtors submit to the
      Court a proposed order dismissing the Claims and Noticing
      Agent and terminating the services of such agent upon
      completion of its duties and responsibilities and upon the
      closing of these Chapter 11 cases;

  (Q) Within seven days of notice to Claims and Noticing Agent
      of entry of an order closing the Debtors' Chapter 11
      cases, provide to the Court the final version of the
      claims register as of the date immediately before the
      close of the Debtors' Chapter 11 cases; and

  (R) At the close of the Debtors' bankruptcy cases, box and
      transport all original documents, in proper format, as
      provided by the Clerk's Office, to (i) the Federal
      Archives Record Administration, located at Central Plains
      Region, 200 Space Center Drive, Lee's Summit, MO 64064 or
      (ii) any other location requested by the Clerk's Office.

KCC's professionals will be paid according to their customary
hourly rates.

  Title                              Rate per Hour
  -----                              -------------
  Clerical                              $38 to $55
  Project Specialist                   $68 to $119
  Consultant                          $150 to $223
  Senior Consultant                   $232 to $250
  Senior Managing Consultant          $268 to $295
  Technology/Programming Consultant   $123 to $165

KCC will also be reimbursed for expenses incurred.

The Debtors further ask the Court that the undisputed fees and
expenses incurred by KCC be treated as administrative expenses of
the Debtors' estates pursuant to Section 156(c) of Title 28 of
the U.S. Code and be paid in the ordinary course of business
without further application to or order of the Court.

Before the Petition Date, the Debtors provided KCC a retainer in
the amount of $100,000.  KCC seeks to first apply the retainer to
all prepetition invoices, and thereafter, to have the retainer
replenished to the original retainer amount, and thereafter, to
hold the retainer under the Engagement Agreement during the
Debtors' Chapter 11 cases as security for the payment of fees and
expenses incurred under the Engagement Agreement.

Albert Kass, vice president of corporate restructuring services
of KCC, insists that his firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.

                           About ResCap

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

The ResCap is selling its mortgage origination and servicing
businesses to Nationstar Mortgage LLC, and its legacy portfolio,
consisting mainly of mortgage loans and other residual financial
assets, to Ally Financial.  Together, the asset sales are expected
to generate approximately $4 billion in proceeds.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

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


RESIDENTIAL CAPITAL: Proposes to Continue Servicing Govt. Loans
---------------------------------------------------------------
Residential Capital LLC and its affiliates, as of March 31, 2012,
were servicing more than 2.4 million domestic mortgage loans with
an aggregate unpaid principal balance of approximately $374.2
billion, approximately 68% of which are owned, insured or
guaranteed by governmental associations.

The Debtors service approximately 950,000 Fannie Mae Loans, with
an aggregate unpaid principal balance of $153.2 billion.  Fannie
Mae Loans comprise approximately 60% of the Debtors' GA Loan
servicing portfolio.  The Debtors service approximately 370,000
Freddie Mac Loans, with an aggregate unpaid principal balance of
$59.8 billion.  Freddie Mac Loans comprise approximately 23% of
the Debtors' GA Loan servicing portfolio.

The Debtors intend to sell their mortgage loan origination and
servicing businesses and legacy portfolio.  Nationstar Mortgage
LLC, as the proposed stalking horse bidder for the mortgage loan
origination and servicing businesses, requires that the Debtors
maintain their servicing operations at current volume and quality
standards until the sale is consummated.  The DIP Credit
Agreement also requires the Debtors continue to perform their
servicing activities in the ordinary course of business.

Larren M. Nashelsky, Esq., at Morrison & Foerster LLP, in New
York, asserts that maintaining the Debtors' mortgage loan
servicing business in the ordinary course will instill confidence
in their capabilities to continue functioning as a servicer,
notwithstanding the commencement of these Chapter 11 cases.  "In
light of the sheer volume of residential mortgage loans serviced
by the Debtor nation-wide, the relief sought will contribute to
the stabilization of the housing market, while minimizing
disruption to existing and future mortgage loan securitizations,"
she insists.

Against this backdrop, the Debtors sought and obtained the
Court's interim permission to operate all components of their
businesses integral to servicing GA Loans in the ordinary course
pending the closing of the Platform Sale.  Specifically, the
Debtors are permitted to continue in the ordinary course:

(a) servicing GA Loans, including making certain payments
    related to prepetition obligations; and

(b) foreclosure activities related to certain real estate owned
    by Ginnie Mae, Fannie Mae or Freddie Mac, including
    satisfying certain related prepetition obligations.

The interim order also permitted the Debtors to continue
providing access to information relating to GA Loans as required
under certain guidelines.

The Court further granted limited stay relief to enable borrowers
or their tenants, as applicable, to assert counter-claims in
foreclosure and eviction proceedings that are related to the
subject matter of the underlying foreclosure or eviction
complaint.

Ms. Nashelsky noted that the Debtors have committed to maintain
Servicing Functions under recent settlements with the U.S.
government and several state officials, including:

(i) an April 13, 2011 Consent Order entered among the Debtors
     Residential Capital, LLC and GMAC Mortgage, non-debtor
     affiliates AFI and Ally Bank, the Federal Reserve Board and
     the Federal Deposit Insurance Company.  The Consent Order
     requires the parties, among other things, to conduct a
     review of past foreclosure proceedings with respect to
     loans serviced by the Debtors.  The Debtors estimate that
     the performance of this review may cost as much as $180
     million.

(ii) a February 9, 2012 agreement in principle, referred to as
     "DOJ/AJ Settlement," entered among ResCap, certain other
     Debtors, and AFI, along with several other banks and
     mortgage servicers, the U.S. Government, 49 state attorneys
     general, and 48 state banking departments.  The DOJ/AG
     Settlement provides incentives for borrower relief that is
     provided within the first 12 months; all consumer
     obligations must be met by March 1, 2015, and are
     enforceable through September 1, 2015.

                   Fannie Mae Cash Collateral

The Court permitted the Debtors, on an interim basis, to use of
cash collateral under a Fannie Mae EAF Facility, including
furnishing adequate protection in connection therewith.

Pursuant to an Early Advance Funding Mechanism Term Sheet dated
August 1, 2010, as amended and restated, Fannie Mae provides GMAC
Mortgage with early partial reimbursement of T&I Advances and
Corporate Advances made by GMAC Mortgage with respect to Fannie
Mae Loans.

The Debtors believe that claims to the Governmental Associations
for reimbursement of Corporate Advances after the properties have
been liquidated.  As of March 31, 2012, the Debtors held
receivables totaling approximately $92.1 million on account of
Corporate Advances made with respect to GA Loans.  The Debtors
typically recover substantially all of the Corporate Advances.
The Debtors expect to make Corporate Advances in connection with
the GA Loans in the average amount of approximately $25 million
per month.

The total commitment under the Fannie Mae EAF Facility is $125
million, of which $40.4 million was outstanding as of May 4,
2012.

The Fannie Mae EAF Facility provides the Debtors with additional
liquidity by accelerating payment on certain of their outstanding
Advances.  The form of the adequate protection was negotiated at
arm's-length and is fair and reasonable, the Debtors insist.

A full-text copy of the Fannie Mae EAF Facility is available for
free at http://bankrupt.com/misc/ResCap_FannieMaeEAFFacility.pdf

The Court also authorized the Debtors to pay critical servicing
vendors and other third parties in connection with mortgage
servicing and foreclosures, provided that the interim payments
will not exceed $10.82 million in the first 30 days of these
bankruptcy cases.  The Debtors estimate that the outstanding
prepetition obligations related to third parties and critical
servicing vendors total approximately $15.97 million.

In other matters, the Debtors seek the Court's permission to file
under seal a schedule containing performance metrics with respect
to Freddie Mac Loans.

The Court will consider final approval of the GA Servicing Motion
on June 12, 2012.  Objections are due no later than June 5, 2012.

                           *     *     *

The Court permitted the Debtors, on an interim basis, to file
under seal a schedule containing performance metrics relating to
government association loans.  Pending the Court's entry of a
final order on the GSA Motion, the Metrics Exhibit will remain
under seal and confidential and will only be made available to
the limited notice parties and other parties as may be agreed to
by the Debtors and Freddie Mac under appropriate confidentiality
agreements reasonably satisfactory to Freddie Mac.

                           About ResCap

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

The ResCap is selling its mortgage origination and servicing
businesses to Nationstar Mortgage LLC, and its legacy portfolio,
consisting mainly of mortgage loans and other residual financial
assets, to Ally Financial.  Together, the asset sales are expected
to generate approximately $4 billion in proceeds.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

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


RESIDENTIAL CAPITAL: Wants to Service Non-GA Loans Pending Sale
---------------------------------------------------------------
Before the Petition Date, Residential Capital LLC and its
affiliates originated or acquired and sold mortgage loans to
private investors and securitization trusts for so-called "private
label" securitization pools, which are referred to as Non-
Governmental Association Securitization Trusts.  The Non-GA
Securitization Trusts are not guaranteed by the Governmental
Associations.

Due to a change in market conditions arising as a result of the
financial crisis, GMAC Mortgage no longer sells mortgage loans to
Non-GA Securitization Trusts.  However, GMAC Mortgage continues
to hold the servicing rights with respect to certain existing
Non-GA Securitization Trusts, and continues to service those
mortgage loans.

The Debtors were servicing 2.4 million domestic mortgage loans
with an aggregate loans with an aggregate unpaid principal
balance of approximately $374.2 billion, approximately 17% of
which are Non-Governmental Association Loans.  The holders of
Non-GA Loans, including the purchases of securities issued by
private label securitization trusts, are comprised of a broad
range of investors, such as pension funds, banks, insurance
companies, governmental bodies and other public and private
entities.

The Debtors seek relief to operate all components of their
businesses integral to servicing Non-GA Loans in the ordinary
course pending the closing of the mortgage loan origination and
servicing sale.  Specifically, the Debtors ask the Court to:

  (i) authorize them to continue in the ordinary course (a)
      servicing Non-GA Loans, and (b) sale activities related to
      certain Non-GA Loans in foreclosure and real estate owned
      property; and

(ii) grant limited stay relief to enable borrowers or other
      tenants, as applicable, to assert counter-claims in
      foreclosure and eviction proceedings that are related to
      the subject matter of the underlying foreclosure or
      eviction complaint.

As of March 31, 2012, the Debtors estimate that they hold
approximately 4,180 housing units that have been foreclosed upon
under Non-GA Loans and are ready to be sold, with an aggregate
unpaid principal balance of approximately $523 million.   The
Debtors estimate that there are approximately 1,100 contracts
pending for the sale of real estate owned properties or Non-GA
REO, with approximately 1,000 sales scheduled to close on or
before June 30, 2012.  The Debtors estimate that sale proceeds
from Non-GA REOs during May and June 2012 will be approximately
$130 million.

Larren M. Nashelsky, Esq., at Morrison & Foerster LLP, in New
York, stresses that the private investors depend on the
performance of the servicer to ensure the recovery of their
investments.  In addition, the Debtors own subordinated, equity
or equity-like interests in certain jumbo and home equity
securitizations.  If the Debtors' ability to fully honor their
servicing obligations to investors is compromised, their
interests in these securitizations may experience a decrease in
value, she points out.  At best, the Debtors' failure to maintain
their current loan servicing operations for Non-GA Loans or
satisfy in their discretion certain outstanding obligations
related to this segment of their businesses could seriously
undermine the value of their enterprises and jeopardize the
contemplated sale to Nationstar Mortgage LLC, she emphasizes.

                           About ResCap

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

The ResCap is selling its mortgage origination and servicing
businesses to Nationstar Mortgage LLC, and its legacy portfolio,
consisting mainly of mortgage loans and other residual financial
assets, to Ally Financial.  Together, the asset sales are expected
to generate approximately $4 billion in proceeds.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

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


RESIDENTIAL CAPITAL: Seeks to Process Mortgage Loan Commitments
---------------------------------------------------------------
Residential Capital LLC's primary and most valuable business
operations consist of servicing mortgage loans for investors,
including loans originated by the Debtors, Ally Bank and other
third parties.

As of March 31, 2012, the Debtors were servicing more than 2.4
million domestic mortgage loans with an aggregate unpaid
principal balance of approximately $374.2 billion.  The Debtors
and their non-debtor affiliates, including Ally Bank, produced
about $56.3 billion in loan origination volume during the year
ended December 31, 2011, and $8.6 billion during the three months
ended March 31, 2012.

The Debtors negotiated and entered into an asset purchase
agreement with Nationstar Mortgage LLC for the sale of their
mortgage loan origination and servicing businesses, and another
agreement Ally Financial Inc. for the sale of their legacy
portfolio consisting mainly of mortgage loans and other residual
financial assets.  Nationstar Mortgage LLC and Ally are the
proposed stalking horse bidders under those agreements.

In furtherance of their restructuring strategy, the Debtors have
filed a motion seeking approval to implement auction and sale
procedures for the asset sales, and to consummate those sales
under a plan.  If, however, the Debtors do not obtain
confirmation of a plan, the motion allows them to pursue an
alternative course of action and move forward with the asset
sales outside of a plan.

The Debtors' loan origination line of business goes hand in hand
with their servicing platform because those activities create
servicing inventory.  Thus, the continuation of their loan
origination and loan sale line of business is essential to
maintaining and enhancing their enterprise value, and, for this
very reason, Nationstar has conditioned its offer on their
ability to maintain these operations.

Against this backdrop, the Debtors sought and obtained interim
approval from the U.S. Bankruptcy Court for the Southern District
of New York to continue their operations in the ordinary course,
which include:

  (1) conducting retail marketing of mortgage loan products,
      including the collection and processing of mortgage loan
      applications, and brokering of mortgage loan applications
      to Ally Bank;

  (2) the funding of mortgage loans originated by the Debtors in
      Ohio and Nevada, including those applications and loans
      that have yet to be underwritten, approved or funded as of
      May 14, 2012; and

  (4) the sale of mortgage loans originated by the Debtors in
      Ohio and Nevada directly to securitization trusts
      guaranteed by Ginnie Mae for securitization or to Ally
      Bank for subsequent resale to Fannie Mae or Freddie Mac.

The interim court order also authorized the Debtors to purchase
mortgage loans from Ally Bank and subsequently sell those loans
to securitization trusts guaranteed by Ginnie Mae pursuant to a
master mortgage loan purchase and sale agreement between Ally
Bank and GMAC Mortgage.  The Debtors were also given the go-
signal to continue to perform all other obligations under the
Purchase and Sale Agreement, and a master forward agreement with
non-debtor affiliate, Ally Investment Management LLC.

The Purchase and Sale Agreement governs the purchase by GMAC
Mortgage of mortgage loans from Ally Bank and the sale of those
loans to Fannie Mae or Freddie Mac for transfer by those entities
into securitization trusts sponsored by a governmental
association, or directly to securitization trusts guaranteed by
Ginnie Mae.

The Debtors may, in their sole discretion, may repurchase
mortgage loans from the governmental associations pursuant to
certain representation and warranty obligations incurred in
connection with the sale of loans to or the servicing of loans
for the governmental associations, or upon exceeding certain
delinquency thresholds in connection with loans sold to
Ginnie Mae guaranteed securitization trusts.

They may also repurchase mortgage loans as required pursuant to
certain representation and warranty obligations incurred in
connection with the sale of loans to, or servicing of loans for,
private investors and "private label" securitization trusts,
according to the interim order.

                  Critical Origination Vendors

The interim order also authorized the Debtors to utilize third
party vendors to provide origination support services, and to pay
up to $2.21 million to those vendors on account of their pre-
bankruptcy claims.

The payment of the critical vendors' pre-bankruptcy claims is
subject to the advance review and approval by James Whitlinger,
chief financial officer of Residential Capital LLC.

If a vendor refuses to supply products or provide services to the
Debtors on customary trade terms following receipt of payment on
its pre-bankruptcy claim, the Debtors may declare that any
payments made be deemed to have been in payment of then-
outstanding or subsequently accruing post-petition claims of the
vendor without further court order.

The Debtors may also take actions to recover or seek disgorgement
of any payment made to the vendor in case the payments exceeded
the vendor's post-petition claims, without giving effect to any
rights of setoff, recoupment, claims, provision for payment of
reclamation or trust fund claims or other defense.

                           About ResCap

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

The ResCap is selling its mortgage origination and servicing
businesses to Nationstar Mortgage LLC, and its legacy portfolio,
consisting mainly of mortgage loans and other residual financial
assets, to Ally Financial.  Together, the asset sales are expected
to generate approximately $4 billion in proceeds.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

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


RESIDENTIAL CAPITAL: Bankruptcy May Trigger $858MM in CDS Payouts
-----------------------------------------------------------------
Katy Burne of Dow Jones Newswires reported that Residential
Capital LLC's decision to seek bankruptcy protection was a
"credit event" that triggers about $858 million in payouts on
credit-default swaps tied to the mortgage lender.

The report related that a special committee of the International
Swaps and Derivatives Association issued its decision after UBS
AG asked if the bankruptcy filing by the Ally Financial
subsidiary would force payouts to CDS holders.  Analysts at J.P.
Morgan Chase & Co. also said in a Dow Jones Newswires interview
that the ResCap bankruptcy filing "should constitute a credit
event for ResCap CDS."

The report explained that net "notional" volume of CDS on ResCap
is the amount of money that can change hands in a credit event
between firms that sold default protection and those that bought
it; the gross notional volume of CDS on ResCap outstanding is
$26.9 billion, which is an aggregate figure that doesn't account
for offsetting trades that cancel each other out when
compensation is due.

The report disclosed that as of March 14, 2012, the filing of
ResCap's Chapter 11 voluntary petition, the market-implied-
recovery rate on ResCap debt was about 26 cents on the dollar,
the J.P. Morgan analysts said.  CDS buyers receive full face
value, or 100 cents on the dollar, less the recovery value
assigned to the borrower's debt, meaning CDS holders would be due
around $858 million on the $1.16 billion of CDS outstanding, the
report said.

The exact amount of the payout will be determined by an auction,
which date and place and debt securities to be used in the
process are yet to be announced, the report noted.

                           About ResCap

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

The ResCap is selling its mortgage origination and servicing
businesses to Nationstar Mortgage LLC, and its legacy portfolio,
consisting mainly of mortgage loans and other residual financial
assets, to Ally Financial.  Together, the asset sales are expected
to generate approximately $4 billion in proceeds.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

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


RESIDENTIAL CAPITAL: S&P Cuts CCR 'D' on Bankruptcy Filing
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on mortgage finance company Residential Capital LLC
(ResCap) to 'D' from 'SD' (selective default). At the same time,
Standard & Poor's lowered its issue-level ratings on ResCap's
junior (secured) subordinated and senior unsecured debt
outstanding to 'D' from 'C'. The 'D' rating on the company's
US$1.75 million senior unsecured debt due April 2013 and the '6'
recovery rating on all debt outstanding are unchanged. (The
recovery rating on ResCap's junior secured notes due 2015 does not
reflect the possible implications of the proposed restructuring
plan, which has positive implications for recovery of the junior
secured notes.)

"The downgrade followed ResCap's Chapter 11 bankruptcy filing on
May 14. The filing resulted from the company's inability to meet
debt service obligations. In April, ResCap missed the scheduled
interest payment on some senior unsecured notes, and was also
approaching the end of the 30-day grace period associated with
that payment. Parent Ally had also extended the maturities of
certain debt facilities for one month until May 14," S&P said.

ResCap's financial capacity has been constrained by contingent
liabilities associated with litigation over mortgage
securitization transactions sold in the 2004-2008 period.


RYLAND GROUP: Completes Offering of $225-Mil. Convertible Notes
---------------------------------------------------------------
The Ryland Group, Inc., completed its offering and sale of $225
million aggregate principal amount of 1.625% Convertible Senior
Notes due 2018.  This amount includes the exercise in full by the
underwriters of their option to purchase an additional $25 million
aggregate principal amount of notes.

The notes will be the Company's general unsecured senior
obligations.  The notes will pay interest semi-annually on May 15
and November 15, beginning on Nov. 15, 2012, at a rate of 1.625%
per year, and will mature on May 15, 2018.  The notes will be
guaranteed by substantially all of the Company's direct and
indirect wholly owned homebuilding subsidiaries.  The notes will
initially be convertible into shares of common stock at a
conversion rate of 31.2168 shares of the Company's common stock
per $1,000 principal amount of notes, corresponding to an initial
conversion price of approximately $32.03 per share of common
stock.

The Company intends to use the net proceeds from this offering for
general corporate purposes, which may include repayment or
repurchase of outstanding indebtedness.

Citigroup Global Markets Inc. and J.P. Morgan Securities LLC acted
as the joint-book running managers, and UBS Securities LLC acted
as co-manager.  The notes were issued pursuant to an effective
shelf registration statement that was previously filed by the
Company with the Securities and Exchange Commission and became
effective immediately upon filing.

                        About Ryland Group

Headquartered in Calabasas, California, The Ryland Group, Inc.
(NYSE: RYL) -- http://www.ryland.com/-- is one of the nation's
largest homebuilders and a leading mortgage-finance company.
Since its founding in 1967, Ryland has built more than 285,000
homes and financed more than 240,000 mortgages.  The Company
currently operates in 15 states and 19 homebuilding divisions
across the country and is listed on the New York Stock Exchange
under the symbol "RYL."

The Company reported a net loss of $50.75 million in 2011, a net
loss of $85.14 million in 2010, and a net loss of $162.47 million
in 2009.

The Company's balance sheet at March 31, 2012, showed
$1.54 billion in total assets, $1.06 billion in total liabilities
and $479.91 million in total equity.

                           *     *     *

Ryland Group carries 'B1' corporate family and probability of
default ratings, with stable outlook, from Moody's.  It has 'BB-'
issuer credit ratings, with stable outlook, from Standard &
Poor's.


SANBORN BORONDA: Case Summary & 2 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Sanborn Boronda, LLC
        3 Monarch Bay Plaza, Suite 103
        Dana Point, CA 92653

Bankruptcy Case No.: 12-16266

Chapter 11 Petition Date: May 18, 2012

Court: United States Bankruptcy Court
       Central District of California (Santa Ana)

Judge: Catherine E. Bauer

Debtor's Counsel: Thomas C. Corcovelos, Esq.
                  CORCOVELOS LAW GROUP
                  1001 Sixth St. Ste. 150
                  Manhattan Beach, CA 90266
                  Tel: (310) 374-0116
                  Fax: (310) 318-3832
                  E-mail: corforlaw@corforlaw.com

Scheduled Assets: $2,487,855

Scheduled Liabilities: $1,808,625

A copy of the Company's list of its two largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/cacb12-16266.pdf

The petition was signed by Randall F. Driscoll, president.


SINCLAIR BROADCAST: Renews Affiliation Agreements with Fox
----------------------------------------------------------
Sinclair Broadcast Group, Inc., has entered into an agreement with
the Fox Broadcasting Company for the renewal of the affiliation
agreements for 19 television stations Sinclair owns or programs.
The new agreements go into effect Jan. 1, 2013, upon the
expiration of the existing affiliation agreements and expire Dec.
31, 2017.  KFXA-TV, the FOX affiliate in Cedar Rapids, to which
Sinclair provides certain non-programming related services, is
also renewing its affiliation agreement for the same term.

The following are highlights of some of the more meaningful terms
of the new affiliation and related agreements:

     * Expiry at Dec. 31, 2017;

     * Continuation of monthly programming fee payments at rates
       and increases consistent with the marketplace for Fox
       stations;

     * Granting of an assignable option to Sinclair to purchase at
       fair value, Fox Television Stations (FTS) television
       station in Baltimore, MD (WUTB/MNT) exercisable between
       July 1, 2012, and March 31, 2013;

     * Granting of an assignable option to FTS to purchase, at
       fair value, Sinclair's stations in up to three of the
       following four television markets: Raleigh, NC (WRDC/MNT
       and WLFL/CW); Las Vegas, NV (KVMY/MNT and KVCW/CW);
       Cincinnati, OH (WSTR/MNT); and Norfolk, VA (WTVZ/MNT)
       exercisable between July 1, 2012, and March 31, 2013; and

     * A maximum $52.7 million in payments to FOX associated with
       the Baltimore option and affiliation, which amount
       decreases by $25 million should FOX exercise its option to
       purchase any of the stations listed above.

"We are very pleased to have reached agreement to renew all of our
affiliations with Fox Broadcasting, allowing us to continue as the
largest FOX affiliate group,"  commented David Smith, CEO and
President of Sinclair.  "For us, a pivotal aspect of the agreement
was securing our affiliation on WBFF-TV, our flagship station in
Baltimore.  Our FOX affiliate in Baltimore is one of our most
important television assets, and over the years the station has
built a strong local brand.  We believe that this affiliation was
at risk, and negotiated with Fox to acquire the option to purchase
FTS' station, WUTB, in Baltimore in hopes that acquiring this
station would solidify WBFF's position as a Fox affiliate in
Baltimore in the long term."

Mr. Smith continued, "In addition to securing the Baltimore
affiliation, the terms of the agreement include the granting of
options to FTS to purchase our CW and MNT affiliates in three of
four markets at current valuation multiples.  Any sales under the
option agreement would be in line with our current focus to lessen
our exposure to MNT and CW stations, particularly in markets where
we do not have a duopoly structure with a 'big four' network.  As
expected, we agreed to continue to pay FOX annual program license
fees, which increase annually.  We believe that the current
retransmission rates that are being paid to us by the multi-
channel video program distributor providers such as cable, telecom
and satellite are significantly below market value based on the
fees paid to cable channels and, as these contracts renew, we
expect these revenues to provide us with the resources to pay
those programming license fees.  Our goal is to grow our share of
MVPD programming payments to reflect more closely the audience
share and appointment programming we bring to the MVPDs.  We
believe the best and quickest strategy to achieving that goal is
by having our broadcast network partners' and our interests
aligned."

                      About Sinclair Broadcast

Based in Baltimore, Maryland, Sinclair Broadcast Group, Inc.
(Nasdaq: SBGI) -- http://www.sbgi.net/-- one of the largest and
most diversified television broadcasting companies, currently owns
and operates, programs or provides sales services to 58 television
stations in 35 markets.  The Company's television group reaches
roughly 22% of U.S. television households and includes FOX,
ABC, CBS, NBC, MNT, and CW affiliates.

The Company said in the report that any insolvency or bankruptcy
proceeding relating to Cunningham, one of its LMA partners, would
cause a default and potential acceleration under a Bank Credit
Agreement and could, potentially, result in Cunningham's rejection
of the Company's seven LMAs with Cunningham, which would
negatively affect the Company's financial condition and results of
operations.

The Company's balance sheet at March 31, 2012, showed
$1.77 billion in total assets, $1.85 billion in total liabilities,
and a $87.21 million total deficit.

                           *     *     *

As reported by the TCR on Feb. 24, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on Hunt Valley, Md.-
based TV broadcaster Sinclair Broadcast Group Inc. to 'BB-' from
'B+'.  The rating outlook is stable.  "The 'BB-' rating on
Sinclair reflects S&P's expectation that the company could keep
its lease-adjusted debt to EBITDA below historical levels
throughout the election cycle, absent a reversal of economic
growth, meaningful debt-financed acquisitions, or significant
shareholder-favoring measures," explained Standard & Poor's credit
analyst Deborah Kinzer.

Moody's raised its ratings for Sinclair Broadcast Group, Inc., and
subsidiary Sinclair Television Group, Inc., including the
Corporate Family Rating and Probability-of-Default Rating, each to
Ba3 from B1, and the ratings for individual debt instruments,
concluding its review for possible upgrade as initiated on
Aug. 5, 2010.  Moody's also assigned a B2 (LGD 5, 87%) rating to
the proposed $250 million issuance of Senior Unsecured Notes due
2018 by STG.  The Speculative Grade Liquidity Rating remains
unchanged at SGL-2.  The rating outlook is now stable.

As reported by the Troubled Company Reporter on Feb. 24, 2011,
Standard & Poor's Ratings Services raised its corporate credit
rating on Hunt Valley, Md.-based TV broadcaster Sinclair Broadcast
Group Inc. to 'BB-' from 'B+'.  The rating outlook is stable.

"The 'BB-' rating on Sinclair reflects S&P's expectation that the
company could keep its lease-adjusted debt to EBITDA below
historical levels throughout the election cycle, absent a reversal
of economic growth, meaningful debt-financed acquisitions, or
significant shareholder-favoring measures," explained Standard &
Poor's credit analyst Deborah Kinzer.


SKINNY NUTRITIONAL: Delays Form 10-Q for First Quarter
------------------------------------------------------
Skinny Nutritional Corp. filed a Form 12b-25 for a 5-day extension
for filing its quarterly report on Form 10-Q for the period ended
March 31, 2012.  The Company will not be in position to file its
Form 10-Q by the prescribed filing date without unreasonable
effort or expense due to the delay experienced by the Company in
completing its financial statements for the period ended March 31,
2012.  This has resulted in a delay by the Company in obtaining
the completed review of those financial statements by its
independent registered public accounting firm.  Therefore, the
Company's management is unable to finalize the financial
statements and prepare its discussion and analysis in sufficient
time to file the Form 10-Q by the prescribed filing date.  The
Company anticipates that it will file its Form 10-Q no later than
fifth calendar day following the prescribed filing date.

                      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.

In its audit report for the 2011 financial statements, 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 $3.17 million, an accumulated deficit of
$45,492,945, stockholders' deficit of $1.74 million and no cash on
hand.  The Company had net losses of $7.67 million and $6.91
million 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.


SOLAR TRUST: Gets Court Nod to Pay Bonuses to Executives
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Solar Millennium Inc. received approval for an
incentive bonus program that may pay top executives as much as
$1.65 million.  The bonuses cover nine executives and are to be
earned if the assets were sold for enough to pay off the Chapter
11 financing and other expenses of bankruptcy.

According to the report, the assets of the U.S. unit of Germany's
Solar Millennium AG go up for auction on June 21.  A hearing to
approve the sale is set for June 27 in U.S. Bankruptcy Court in
Wilmington, Delaware.  No buyer is yet under contract.

                         About Solar Trust

Solar Trust of America LLC, Solar Millennium Inc., and nine
affiliates filed for Chapter 11 protection (Bankr. D. Del. Lead
Case No. 12-11136) on April 2, 2012.

Solar Trust is a joint venture created by Solar Millennium AG and
Ferrostaal AG to develop solar projects at locations in California
and Nevada.  Located in the "Solar Sun Belt" of the American
Southwest, the project sites have extremely high solar radiation
levels, and allow the Debtors' projects to harness high levels of
solar power generation.  Projects include the rights to develop
one of the world's largest permitted solar plant facilities with
capacity of 1,000 MW in Blythe, California.  Two other projects
contemplated 500 MW solar power facilities in Desert Center,
California and Amargosa Valley, Nevada.

Although the Debtors have obtained highly valuable transmission
right and permits, each project is only in the developmental phase
and does not generate revenue for the Debtors.  Ferrostaal ceased
providing funding two years ago and SMAG, due to its own
deteriorating financial condition, stopped providing funding after
December 2011.

NextEra Energy Resources LLC has committed to provide a
postpetition secured credit facility and has expressed an interest
in serving as stalking horse purchaser for certain of the Debtors'
assets.

Attorneys at Young Conaway Stargatt & Taylor, LLP, serve as
counsel to the Debtors.  K&L Gates LLP is the special corporate
counsel.

Ridgecrest Solar Power Project, LLC, and two entities filed for
Chapter 11 protection (Bankr. D. Del. Case Nos. 12-11204 to
12-11206) on April 10, 2012.

Ridgecrest Solar, et al., are affiliates of Solar Trust of America
LLC.  STA Development, LLC, one of the debtors that filed for
bankruptcy April 2, owns 100% of the interests in Ridgecrest, et
al.

Ridgecrest Solar Power estimated up to $50,000 in assets and
debts.  Ridgecrest Solar I, LLC, estimated up to $50,000 in assets
and up to $10 million in liabilities.


SILVERSUN TECHNOLOGIES: Delays Form 10-Q for First Quarter
----------------------------------------------------------
SilverSun Technologies, Inc., informed the U.S. Securities and
Exchange Commission that it will be delayed in filing its
quarterly report on Form 10-Q for the period ended March 31, 2012.
The Company was not able to obtain all information prior to filing
date and management could not complete the required financial
statements and Management's Discussion and Analysis of those
financial statements without undue hardship and expense to the
Company by May 15, 2012.

                          About SilverSun

Livingston, N.J.-based SilverSun Technologies, Inc., formerly
known as Trey Resources, Inc., focuses on the business software
and information technology consulting market, and is looking to
acquire other companies in this industry.  SWK Technologies, Inc.,
the Company's subsidiary and the surviving company from the
acquisition and merger with SWK, Inc., is a New Jersey-based
information technology company, value added reseller, and master
developer of licensed accounting and financial software published
by Sage Software.  SWK  Technologies also publishes its own
proprietary supply-chain software, the Electronic Data Interchange
(EDI) solution "MAPADOC."  SWK Technologies sells services and
products to various end users, manufacturers, wholesalers and
distribution industry clients located throughout the United
States, along with network services provided by the Company.

As reported in the TCR on April 2, 2011, Friedman LLP, in East
Hanover, NJ, expressed substantial doubt about Trey Resources,
Inc.'s ability to continue as a going concern, following the
Company's 2010 results.  The independent auditors noted that the
Company has incurred substantial accumulated deficits and
operating losses, and at Dec. 31, 2010, has a working capital
deficiency of approximately $5.1 million.

The Company's balance sheet at Sept. 30, 2011, showed $2.11
million in total assets, $2.89 million in total liabilities, all
current, and a $783,533 total stockholders' deficit.


STRATUS MEDIA: Delays Form 10-Q for First Quarter
-------------------------------------------------
Stratus Media Group, Inc., informed the U.S. Securities and
Exchange Commission that it requires additional time to complete
the financial statements for the three months ended March 31,
2012, and cannot, without unreasonable effort and expense, file
its Form 10-Q on or before the prescribed filing date.

                        About Stratus Media

Santa Barbara, Calif.-based Stratus Media Group, Inc., is an
owner, operator and marketer of live sports and entertainment
events.  Subject to the availability of capital, the Company
intends to aggregate a large number of complementary live sports
and entertainment events across North America and internationally.

The Company ended 2010 with a net loss of $8.41 million on $40,189
of revenues and 2009 with a net loss of $3.40 million on
$0 revenues.

The Company also reported a net loss of $8.19 million on $250,201
of net revenues for the nine months ended Sept. 30, 2011, compared
with a net loss of $5.40 million on $0 of net revenues for the
same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$9.08 million in total assets, $3.96 million in total liabilities,
and $5.11 million in total equity.

As reported by the TCR on April 29, 2011, Goldman Kurland Mohidin,
LLP, in Encino, California, expressed substantial doubt about
Stratus Media Group's ability to continue as a going concern.  The
independent auditors noted that the Company has suffered recurring
losses and has negative cash flow from operations.


SUNVALLEY SOLAR: Delays Form 10-Q for First Quarter
---------------------------------------------------
SunValley Solar, Inc., was unable to compile the necessary
financial information required to prepare a complete filing of its
quarterly report for the period ended March 31, 2012.  Thus, the
Company was unable to file the periodic report in a timely manner
without unreasonable effort or expense.  The Company expects to
file within the extension period.

                        About Sunvalley Solar

Sunvalley Solar, Inc., is a California-based solar power
technology and system integration company.  Since the inception of
its business in 2007, the company has focused on developing its
expertise and proprietary technology to install residential,
commercial and governmental solar power systems.

Sunvalley Solar reported a net loss of $398,866 in 2011, compared
with a net loss of $375,839 in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $5.98 million
in total assets, $5.75 million in total liabilities and $228,520
in total stockholders' equity.

In its audit report for the 2011 results, Sadler, Gibb &
Associates, LLC, in Salt Lake City, UT, noted that the Company had
losses from operations of $104,000 and accumulated deficit of
$1.36 million, which raises substantial doubt about its ability to
continue as a going concern.


SUPERMEDIA INC: Utilizes $33 Million to Repay $55.9MM Term Loans
----------------------------------------------------------------
SuperMedia Inc. commenced an offer to make prepayments of term
loans at a rate of 55% to 59% of par, under the terms and
conditions of the Company's senior secured credit facility.  The
offer expired at 5:00 p.m., New York City time, on Monday, May 14,
2012.  The Company will utilize $33,000,000 in cash to repay
approximately $55,900,000 of the term loans at a rate of 59% of
par.  The Company expects to settle the prepayments on or about
May 16, 2012.

                       About SuperMedia Inc.

DFW Airport, Texas-based SuperMedia Inc. and its subsidiaries
sells advertising solutions to its clients and places their
advertising into its various advertising media.  The Company's
advertising media include Superpages yellow page directories,
Superpages.com, its online local search resource, the
Superpages.com network, an online advertising network, Superpages
direct mailers, and Superpages mobile, its local search
application for wireless subscribers.

The Company is the official publisher of Verizon Communications
Inc. print directories in the markets in which Verizon is
currently the incumbent local telephone exchange carrier.  The
Company also has agreements with FairPoint Communications, Inc.,
and Frontier Communications Corporation in various Northeast and
Midwest markets in which FairPoint and Frontier are the local
exchange carriers.

On March 31, 2009, SuperMedia Inc., formerly known as Idearc Inc.,
and all of its domestic subsidiaries filed voluntary petitions for
Chapter 11 relief (Bankr. N.D. Tex. Lead Case No. 09-31828).

On Sept. 8, 2009, the Company filed its First Amended Joint Plan
of Reorganization with the Bankruptcy Court, which was later
modified on Nov. 19, 2009, and on Dec. 22, 2009, the Bankruptcy
Court entered an order approving and confirming the Amended Plan.
On Dec. 31, 2009 (the "Effective Date"), the Debtors consummated
the reorganization and emerged from the Chapter 11 bankruptcy
proceedings.  On Dec. 29, 2011, the Bankruptcy Court entered final
decrees closing the bankruptcy cases for the Debtors.

The Company reported a net loss of $771 million in 2011 and a net
loss of $196 million in 2010.

The Company's balance sheet at March 31, 2012, showed $1.61
billion in total assets, $2.33 billion in total liabilities and a
$725 million total stockholders' deficit.

                           *     *     *

As reported in the TCR on Dec. 27, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on Dallas-based
SuperMedia Inc. to 'CCC+' from 'SD' (selective default).  The
rating outlook is negative.

In the April 2, 2012, edition of the TCR, Moody's Investors
Service has changed the corporate family rating (CFR) for
SuperMedia Inc. to Caa3 from Caa1 based on Moody's view
that a debt restructuring is likely.  Moody's expects ultimate
recoveries will be about 50%.

SuperMedia is attempting to reinvent its business by reducing its
reliance on print advertising through the development of online
and mobile directory service applications but Moody's has doubts
that the company will be able to transition its business away from
a reliance on print directories quickly enough to stabilize its
revenues and earnings and prevent a debt restructuring.


TALON THERAPEUTICS: Incurs $30.5 Million Net Loss in 1st Quarter
----------------------------------------------------------------
Talon Therapeutics, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $30.49 million for the three months ended March 31,
2012, compared with a net loss of $10.41 million for the same
period a year ago.

The Company reported a net loss of $18.82 million for the year
ended Dec. 31, 2011, compared with a net loss of $25.98 million
during the prior year.

The Company's balance sheet at March 31, 2012, showed $7.77
million in total assets, $62.23 million in total liabilities,
$34.66 million in redeemable convertible preferred stock, and a
$89.13 million total stockholders' deficit.

The Company does not expect to generate any significant revenue
from product sales or royalties in the foreseeable future.  The
Company may have revenues in the future only if it is able to
develop and commercialize its products, license its technology or
enter into strategic partnerships.  If the Company is
unsuccessful, its ability to generate future revenues will be
significantly diminished.

The Company believes that its cash resources as of March 31, 2012,
are only sufficient to fund its development plans to mid-2012.

BDO USA, LLP, in San Jose, California, issued a "going concern"
qualification on the financial statements for the year ended
Dec. 31, 2011, citing recurring losses from operations and net
capital deficiency that raise substantial doubt about the
Company's ability to continue as a going concern.

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

                        http://is.gd/4Gahyv

                     About Talon Therapeutics

Formerly known as Hana Biosciences, Inc., Talon Therapeutics Inc.
(TLON.OB.) -- http://www.talontx.com/-- is a biopharmaceutical
company dedicated to developing and commercializing new,
differentiated cancer therapies designed to improve and enable
current standards of care.  The company's lead product candidate,
Marqibo, potentially treats acute lymphoblastic leukemia and
lymphomas.  The Company has additional pipeline
opportunities some of which, like Marqibo, improve delivery and
enhance the therapeutic benefits of well characterized, proven
chemotherapies and enable high potency dosing without increased
toxicity.

Effective Dec. 1, 2010, Hana Biosciences Inc. changed its name to
Talon Therapeutics Inc.  The name change was effected by merging
Talon Therapeutics, Inc., a wholly-owned subsidiary of the
Company, with and into the Company, with the Company as the
surviving corporation in the merger.


TECHNEST HOLDINGS: Delays Q1 Form 10-Q Due to Corporate Changes
---------------------------------------------------------------
AccelPath, Inc., formerly Technest Holdings, Inc., filed with the
U.S. Securities and Exchange Commission a Form 12-b-25 notifying
the delay of its quarterly report for the period ended March 31,
2012.  The Company, through its reincorporation merger with
AccelPath, recently changed its name from Technest Holdings, Inc.,
to AccelPath, Inc., and reincorporated in Delaware.  Given the
Company's limited resources, the Company needed additional time to
incorporate these corporate changes into its financial statements.

                       About Technest Holdings

Bethesda, Md.-based Technest Holdings, Inc., has two primary
businesses: AccelPath, which is in the business of enabling
pathology diagnostics and Technest, which is in the business of
the design, research and development, integration, sales and
support of three-dimensional imaging devices and systems.

Following the fiscal 2011 results, Wolf & Company, P.C., in
Boston, Massachusetts, expressed substantial doubt about Technest
Holdings' ability to continue as a going concern.  The independent
auditors noted that the Company has suffered recurring losses from
operations, has negative cash flows from operations, a
stockholders' deficit and a working capital deficit.

The Company reported a net loss of $2.9 million on $450,000 of
revenues for the fiscal year ended June 30, 2011, compared with a
net loss of $325,000 on $0 revenue for the fiscal year ended
June 30, 2010.

The Company's balance sheet as of Sept. 30, 2011, showed
$5.51 million in total assets, $6.21 million in total liabilities
and a $700,000 stockholders' deficit.


TELLICO LANDING: Court Dismisses Rarity Pointe Chapter 11 Case
--------------------------------------------------------------
Josh Flory at Knoxvillebiz.com reports that federal bankruptcy
Judge Marcia Phillips Parsons dismissed a Chapter 11 case related
to Rarity Pointe, clearing the way for the project's mortgage
holder to auction more than 180 unsold lots and a golf course at
a foreclosure sale.

The report relates Judge Parsons on Friday said Mike Ross, the
Maryville developer, did not have the authority to initiate a
Chapter 11 proceeding without the consent of his business
partners.  While the operating agreement for Tellico Landing LLC,
the entity behind Rarity Pointe, did not specifically prohibit
Ross -- or the entity through which he held a 50% ownership stake
in Tellico Landing -- from filing bankruptcy, the judge said
member control over such a filing was implicit, according to the
report.

According to the report, Lewis Howard, Esq., said his client,
mortgage holder WindRiver Investments LLC, would proceed with a
foreclosure immediately.  Mr. Howard said a sale would probably
happen in three to four weeks.

The report notes the Rarity Pointe assets in play include a golf
course and 184 unsold residential lots.  WindRiver had previously
purchased the project's debt from SunTrust bank and scheduled a
foreclosure sale last year, which was forestalled by the
bankruptcy filing.

                      About Tellico Landing

Tellico Landing, LLC, based in Maryville, Tennessee, is engaged in
the development and sale of an upscale residential community along
and near Tellico Lake known as "Rarity Pointe".  The Company filed
for Chapter 11 bankruptcy (Bankr. E.D. Tenn. Case No. 11-33018) on
June 27, 2011.  The case has been assigned to Judge Marcia
Phillips Parsons.  Thomas Lynn Tarpy, Esq., of Hagood Tarpy & Cox
PLLC, represents the Debtor.  The Debtor scheduled $40,444,352 in
assets and $8,532,455 in liabilities.  The petition was signed by
Michael L. Ross, its chief manager.


TELVUE CORP: Incurs $1.6 Million Net Loss in First Quarter
----------------------------------------------------------
Telvue Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $1.63 million on $945,788 of revenue for the three months ended
March 31, 2012, compared with a net loss of $797,606 on
$1.04 million of revenue for the same period a year ago.

The Company reported a net loss of $3.49 million in 2011, compared
with a net loss of $5.88 million in 2010.

The Company's balance sheet at March 31, 2012, showed
$5.31 million in total assets, $1.55 million in total liabilities,
$5 million in redeemable convertible series A preferred stock, and
a $1.24 million stockholders' deficit.

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

                        http://is.gd/0TDc9u

                      About TelVue Corporation

Mt. Laurel, N.J.-based TelVue Corporation is a broadcast
technology company that specializes in playback, automation and
workflow solutions for public, education and government ("PEG")
television stations; cable, telephone company ("Telco") and
satellite television providers; K-12 and higher education
institutions; and professional broadcasters.


TONGJI HEALTHCARE: Incurs $104,000 Net Loss in First Quarter
------------------------------------------------------------
Tongji Healthcare Group, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $103,754 on $635,491 of total operating revenue for
the three months ended March 31, 2012, compared with net income of
$61,343 on $623,989 of total operating revenue for the same period
during the prior year.

The Company reported a net loss of $218,150 in 2011, compared with
a net loss of $56,232 in 2010.

The Company's balance sheet at March 31, 2012, showed
$12.90 million in total assets, $13.01 million in total
liabilities, and a $110,326 total stockholders' deficit.

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

                        http://is.gd/ANcSKT

                      About Tongji Healthcare

Based in Nanning, Guangxi, the People's Republic of China, Tongji
Healthcare Group, Inc., was incorporated in the State of Nevada on
December 19, 2006.  The Company operates Tongji Hospital,
a general hospital with 105 licensed beds.

In its audit report for the 2011 results, EFP Rotenberg, LLP, in
EFP Rotenberg, LLP, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has negative working capital of
$9.85 million, an accumulated deficit of $582,000, and a
stockholders' deficit of $5,161 as of Dec. 31, 2011.  The
Company's ability to continue as a going concern ultimately is
dependent on the management's ability to obtain equity or debt
financing, attain further operating efficiencies, and achieve
profitable operations.


UNILAVA CORP: Delays Form 10-Q for First Quarter
------------------------------------------------
Unilava Corporation notified the U.S. Securities and Exchange
Commission regarding the delay in the filing of its quarterly
report for the period ended March 31, 2012.  The Company was
unable, without unreasonable effort and expense, to prepare the
financial statements for the period, in sufficient time to allow
the timely filing of this report.

                     About Unilava Corporation

Unilava Corporation (OTC BB: UNLA)-- http://www.unilava.com/-- is
a diversified communications holding company incorporated under
the laws of the State of Wyoming in 2009.  Unilava Corporation and
its subsidiary brands provide a variety of communications
services, products, and equipment that address the needs of
corporations, small businesses and consumers.  The Company is
licensed to provide long distance services in 41 states throughout
the U.S. and local phone services across 11 states.  Through its
carrier-grade microwave wireless broadband infrastructure and
broadband Internet access partners, the Company also offers mobile
and high-definition IP-hosted voice services to residential
customers and corporate clients. Additionally, Unilava Corp.
delivers a comprehensive and integrated suite of fee-based online
and mobile advertising and web services to a broad array of
business enterprises.  Headquartered in San Francisco, the Company
has regional offices in Chicago, Seoul, Hong Kong, and Beijing.

The Company reported a net loss of $2.98 million in 2011, compared
with a net loss of $1 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $2.92 million
in total assets, $6.84 million in total liabilities and a $3.92
million total stockholders' deficit.

For 2011, De Joya Griffith & Company, LLC, in Henderson, Nevada,
noted that the Company has suffered losses from operations, which
raises substantial doubt about its ability to continue as a going
concern.


UNIVAR INC: S&P Gives 'B-' Rating on $750MM Senior Notes Due 2019
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating on
Redmond, Wash.-based Univar Inc.'s term loan B to '4' from '3',
indicating its lower expectation of average (30% to 50%) recovery
for lenders in the event of a payment default. The issue-level
rating remains unchanged. Univar amended the term loan to add
an incremental $750 million.

"At the same time, we assigned our 'B-' issue-level rating to
Univar's $750 million senior notes due 2019 with a recovery rating
of '6', indicating our expectation of a negligible (0% to 10%)
recovery in the event of a payment default," S&P said.

"We affirmed our 'B+' corporate credit rating on the company. The
outlook is stable," S&P said.

"The ratings on Univar reflect its high leverage and very
aggressive financial policies, but also our expectation that
favorable business conditions and operating trends over the next
couple of years will continue to support adequate cash flow
generation, 'strong' liquidity, and a modestly improving financial
profile," said Standard & Poor's credit analyst Seamus Ryan.

"The stable outlook reflects our expectation for steady operating
results and our belief that relatively favorable business
conditions will allow Univar to maintain a financial profile
consistent with the ratings. We expect operating results will be
supported by increasing volumes--mostly through acquisitions--and
stable margins, supported by various cost-reduction efforts and
synergies related to its acquisitions. The stable outlook also
reflects our view that moderate cash flow generation should
continue to support capital expenditures, small bolt-on
acquisitions, and gradual debt reduction," S&P said.

"We could raise the ratings modestly if FFO to total debt exceeds
12% and total debt to EBITDA decreases below 5x on a sustained
basis. However, Univar's very aggressive financial policies,
including the potential to increase debt to fund larger
acquisitions or further distributions to shareholders, limit the
potential for an upgrade over the near term," S&P said.

"We could lower the ratings if liquidity declines significantly or
if free cash flow generation is lower than we project because of
unexpected business challenges. We could also lower the rating if
EBITDA margins weaken by 125 basis points or more or if volumes
decline 15% or more from current expectations. At that point, we
expect the company's credit metrics would weaken, including
leverage deteriorating to 7x or more and FFO to total debt
decreasing to the low- to mid-single-digit percentage area. We
could also lower the ratings if unexpected cash outlays or
aggressive financial policy decisions reduce the company's
liquidity or stretch its financial profile," S&P said.


UTSTARCOM INC: Incurs $4.7 Million Net Loss in First Quarter
------------------------------------------------------------
UTStarcom Holdings Corp reported a net loss of $4.72 million on
$46.65 million of net sales for the three months ended March 31,
2012, compared with a net loss of $10.51 million on $61.26 million
of net sales for the same period during the prior year.

The Company's balance sheet at March 31, 2012, showed $590.27
million in total assets, $328.11 million in total liabilities and
$262.16 million in total equity.

"Closing out the first quarter, we are pleased with the year-over-
year growth of our traditional equipment business and our progress
in ramping up our media operational support services business,"
said UTStarcom Chief Executive Officer and Chairman Jack Lu.  "We
continue to experience an uptick in demand in China among higher-
margin cable customers, as the country's cable operators increase
their investments in network infrastructure upgrades.  For 2012,
we anticipate a healthy revenue growth rate, stable gross margin
and improvement in operational cash flow."

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

                        http://is.gd/0tznrU

                       About UTStarcom, Inc.

UTStarcom, Inc. (Nasdaq: UTSI) -- http://www.utstar.com/-- is a
global leader in IP-based, end-to-end networking solutions and
international service and support.  The Company sells its
solutions to operators in both emerging and established
telecommunications markets around the world.  UTStarcom enables
its customers to rapidly deploy revenue-generating access services
using their existing infrastructure, while providing a migration
path to cost-efficient, end-to-end IP networks.  The Company's
headquarters are currently in Alameda, California, with its
research and design operations primarily in China.


VYCOR MEDICAL: Incurs $783,000 Net Loss in First Quarter
--------------------------------------------------------
Vycor Medical, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $783,430 on $432,601 of revenue for the three months ended
March 31, 2012, compared with a net loss of $935,700 on $145,122
of revenue for the same period during the prior year.

The Company's balance sheet at March 31, 2012, showed
$3.41 million in total assets, $3.03 million in total liabilities,
all current, and $383,410 in stockholders' equity.

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

                        http://is.gd/7z61ap

                        About Vycor Medical

Boca Raton, Fla.-based Vycor Medical, Inc. (OTC BB: VYCO)
-- http://www.VycorMedical.com/-- is a medical device company
committed to making neurological brain, spinal and other surgical
procedures safer and more effective.  The Company's flagship,
Patent Pending ViewSite(TM) Surgical Access Systems represent an
exciting new minimally invasive access and retraction system that
holds the potential for speedier, safer and more economical brain,
spinal and other surgeries and a quicker patient discharge.
Vycor's innovative medical instruments are designed to optimize
neurosurgical site access, reduce patient risk, accelerate
recovery, and add tangible value to the professional medical
community.

The Company reported a net loss of $4.77 millionin 2011, compared
with a net loss of $1.98 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $3.57 million
in total assets, $2.69 million in total liabilities and $875,324
in stockholders' equity.

Paritz & Company, P.A., in Hackensack, New Jersey, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has incurred a loss since inception, has a net accumulated deficit
and may be unable to raise further equity.


VICTORY ENERGY: Incurs $5 Million Net Loss in First Quarter
-----------------------------------------------------------
Victory Energy Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $5 million on $63,965 of revenue for the three
months ended March 31, 2012, compared with a net loss of $816,477
on $85,786 of revenue for the same period during the prior year.

The Company reported a net loss of $3.95 million on $305,180 of
revenues for 2011, compared with a net loss of $432,713 on
$385,889 of revenues for 2010.

The Company's balance sheet at March 31, 2012, showed $2.53
million in total assets, $453,316 in total liabilities and $2.08
million in total stockholders' equity.

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

                        http://is.gd/1Ywxfz

                        About Victory Energy

Austin, Texas-based Victory Energy Corporation is engaged in the
exploration, acquisition, development and exploitation of domestic
oil and gas properties.  Current operations are primarily located
onshore in Texas, New Mexico and Oklahoma.

For 2011, WilsonMorgan LLP, in Irvine, California, expressed
substantial doubt about Victory Energy's ability to continue as a
going concern.  The independent auditors noted that the Company
has experienced recurring losses since inception and has an
accumulated deficit.


VILLAGES AT MONTE: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: The Villages at Monte Cristo, LLC
        2114 West Vista
        Springfield, MO 65807

Bankruptcy Case No.: 12-60909

Chapter 11 Petition Date: May 17, 2012

Court: United States Bankruptcy Court
       Western District of Missouri (Springfield)

Judge: Arthur B. Federman

Debtor's Counsel: David E. Schroeder, Esq.
                  DAVID SCHROEDER LAW OFFICES, PC
                  1524 East Primrose St., Suite A
                  Springfield, MO 65804-7915
                  Tel: (417) 890-1000
                  Fax: (417) 886-8563
                  E-mail: bk1@dschroederlaw.com

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

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

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

The petition was signed by Michael Seitz, managing member.


VISCOUNT SYSTEMS: Incurs C$168,000 Net Loss in First Quarter
------------------------------------------------------------
Viscount Systems, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss and comprehensive loss of C$168,290 on C$867,001 of sales
for the three months ended March 31, 2012, compared with a net
loss and comprehensive loss of C$1.10 million on C$861,197 of
sales for the same period a year ago.

The Company reported a net loss of C$2.9 million on C$3.5 million
million of revenues for 2011, compared with a net loss of
C$1.3 million on C$3.9 million of revenues for 2010.

The Company's balance sheet at March 31, 2012, showed C$1.02
million in total assets, C$1.28 million in total liabilities and a
C$263,379 total stockholders' deficit.

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

                        http://is.gd/y3sTUN

                      About Viscount Systems

Burnaby, Canada-based Viscount Systems, Inc., is a manufacturer,
developer and service provider of access control security
products.

Following the 2011 results, Dale Matheson Carr-Hilton Labonte LLP,
in Vancouver, Canada, expressed substantial doubt about Viscount
Systems' ability to continue as a going concern.  The independent
auditors noted that the Company has an accumulated deficit of
C$5,769,027 and has reported a loss of C$2,883,304 for the year
ended Dec. 31, 2011.


VOLUNTEER BANCORP: Incurs $47,000 Net Loss in First Quarter
-----------------------------------------------------------
Volunteer Bancorp, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $47,209 on $1.23 million of interest income for the
three months ended March 31, 2012, compared with a net loss of
$139,672 on $1.42 million of interest income for the same period
during the prior year.

The Company reported a net loss of $1.12 million on $4.24 million
of net interest income (before provision for loan losses) for
2011, compared with a net loss of $3.57 million on $4.11 million
of net interest income (before provision for loan losses) for
2010.

The Company's balance sheet at March 31, 2012, showed $131.25
million in total assets, $129.87 million in total liabilities and
$1.38 million in total stockholders' equity.

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

                        http://is.gd/GqHaqb

                       About Volunteer Bancorp

Rogersville, Tenn.-based Volunteer Bancorp, Inc., is a registered
bank holding company organized under the laws of Tennessee,
chartered in 1985.  The Company conducts operations through its
subsidiary, The Citizens Bank of East Tennessee ("Bank"), a state
bank organized under the laws of the state of Tennessee in
April 1906.

According to the Company's annual report for the year ended
Dec. 31, 2011, Crowe Horwath LLP, in Brentwood, Tennessee,
expressed substantial doubt about Volunteer Bancorp's ability to
continue as a going concern.  The independent auditors noted that
the Company has suffered significant losses in recent years and
has elevated levels of non-performing assets and its subsidiary
bank is not in compliance with minimum regulatory capital
requirements required by the consent order with regulatory
authorities.


WALLA WALLA: Files for Chapter 11 in Seattle
--------------------------------------------
Walla Walla Town Center LLC filed a bare-bones Chapter 11 petition
(Banrk. W.D. Wash. Case No. 12-15229) on May 17, 2012, in Seattle,
Washington.

The Debtor, a single asset real estate as defined in 11 U.S.C.
Sec. 101(51B), estimated assets and debts of $10 million to
$50 million.

The Debtor said it owns real property worth $16.5 million and
secures a $17.18 million debt.


WALLA WALLA: Case Summary & 8 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Walla Walla Town Center LLC
        1229 120th Avenue NE, Suite A
        Bellevue, WA 98005

Bankruptcy Case No.: 12-15229

Chapter 11 Petition Date: May 17, 2012

Court: U.S. Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Marc Barreca

Debtor's Counsel: Larry B. Feinstein, Esq.
                  VORTMAN & FEINSTEIN
                  500 Union Street, Suite 500
                  Seattle, WA 98101
                  Tel: (206) 223-9595
                  E-mail: feinstein2010@gmail.com

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

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

The petition was signed by Greg Erickson, managing member.

Debtor's List of Its Eight Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Alexandria Development/Management  --                      $90,000
P.O. Box 50510
Bellevue, WA 98015

Walla Walla Holdings               --                      $25,000
I/Aegis Development
P.O. Box 53511
Bellevue, WA 98015

Eagle Construction/Fence           --                       $8,500
826 N. 10th Avenue, Suite B
Walla Walla, WA 99362

Martinez Landscaping               --                       $6,179

Farmers Insurance Company          --                       $2,802

Pacific Power                      --                       $2,036

City of Walla Walla Water/Sewer    --                       $1,667

Northwest Container Rental         --                       $1,469


WASHINGTON MUTUAL: Noteholders Bid to Join Bank Suit Denied
-----------------------------------------------------------
Jamie Santo at Bankruptcy Law360 reports that U.S. District Court
Judge Rosemary M. Collyer on Friday kept a group of Washington
Mutual Bank NA noteholders from intervening in a Deutsche Bank AG
unit's $10 billion suit over shoddy mortgages WaMu issued before
being seized by regulators and bought by JPMorgan Chase & Co.

Law360 relates that Judge Collyer denied the motion of some 30
noteholders and investment advisers who sought to enter the case
in Washington federal court because they claimed that any judgment
in Deutsche Bank's favor against the FDIC could exhaust the funds.

                       About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- was the holding company for Washington
Mutual Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  WaMu owns
100% of the equity in WMI Investment.  When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695.  WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP.  The Debtor tapped Valuation Research Corporation as
valuation service provider for certain assets.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Fled LLP in New
York, and David B. Stratton, Esq., at Pepper Hamilton LLP in
Wilmington, Del., represent the Official Committee of Unsecured
Creditors. Stephen D. Susman, Esq., at Susman Godfrey LLP and
William P. Bowden, Esq., at Ashby & Geddes, P.A., represent the
Equity Committee.  The official committee of equity security
holders also tapped BDO USA as its tax advisor. Stacey R.
Friedman, Esq., at Sullivan & Cromwell LLP and Adam G. Landis,
Esq., at Landis Rath & Cobb LLP in Wilmington, Del., represent
JPMorgan Chase, which acquired the WaMu bank unit's assets prior
to the Petition Date.

Records filed Jan. 24, 2012, say that Washington Mutual Inc.,
former owner of the biggest U.S. bank to fail, has spent
$232.8 million on bankruptcy professionals since filing its
Chapter 11case in September 2008.

In March 2012, the Debtors' Seventh Amended Joint Plan of
Affiliated, as modified, and as confirmed by order, dated Feb. 23,
2012, became effective, marking the successful completion of the
chapter 11 restructuring process.

The Plan is based on a global settlement that removed opposition
to the reorganization and remedy defects the judge identified in
September.  The plan is designed to distribute $7 billion.  Under
the reorganization plan, WaMu established a liquidating trust to
make distributions to parties-in-interest on account of their
allowed claims.


WASTEQUIP INC: S&P Gives 'B' Corp. Credit Rating; Outlook Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B'
corporate credit rating to Wastequip Inc. "At the same time, we
assigned a preliminary 'BB-' issue rating and '1' recovery rating
to Wastequip's proposed $40 million senior secured first-lien
revolver. We also assigned a preliminary 'BB-' issue rating and
'1' recovery rating to the company's proposed $150 million senior
secured first-lien term loan," S&P said.

"The preliminary rating on Charlotte, N.C.-based Wastequip Inc.
reflects Standard & Poor's expectations that lower debt resulting
from the company's contemplated recapitalization and improved
business conditions and operating prospects should enable it to
maintain financial leverage in the 4x-5x range, taking into
account the cyclicality of its markets," S&P said.

"We consider Wastequip's business risk profile as weak and expect
that its financial risk profile will be highly leveraged," said
Standard & Poor's credit analyst Gregoire Buet.

"With manufacturing facilities across North America, Wastequip is
the largest producer of nonmobile waste-handling equipment,
including residential plastic carts, steel waste containers, and
specialty products such as hoists, compactors, and balers. Demand
for the company's products correlates somewhat with GDP and
construction spending trends, as well as with municipal budgets,
industrial activity, and waste volumes. Capital outlays from a few
key end customers, including the top U.S. waste management
companies, partly influence sales," S&P said.

"Although business conditions are slowly improving and backlog
trends are positive, the environment remains fragile in our view,
and we expect modest, mid-single-digit revenue growth this year,"
Mr. Buet said.

"The outlook is stable. Standard & Poor's expects that slow
economic growth in the U.S. and gradually improving construction
activity will lead to higher waste volumes and capital spending by
the company's major customers, including wastehaulers and
municipalities," S&P said.


WESTERN GAS: S&P Affirms 'BB+' Corp. Credit Rating; Outlook Pos
---------------------------------------------------------------
Standard & Poor's Ratings Services changed its outlook on Western
Gas Partners L.P., a master limited partnership focused on the
midstream energy sector, to positive from stable. "We also
affirmed the corporate credit rating at 'BB+'. The rating on the
notes is also 'BB+', with a recovery rating of '3', indicating
that the lenders would receive meaningful recovery (50% to 70%) if
a payment default occurs," S&P said.

"The ratings on Western Gas reflect a 'fair' business risk profile
and an 'intermediate' financial risk profile. The partnership's
business strengths stem from its largely fee-based contract mix
and arrangement with sponsor Anadarko Petroleum Corp., whereby
Anadarko effectively insulates Western Gas from direct commodity
price risk for most of its commodity price-sensitive natural gas-
processing contracts. Offsetting these strengths are the
partnership's limited geographic diversity, small scale relative
to most investment-grade peers, and potential lower production in
the natural gas basins it serves. Partly mitigating the latter
risk are the demand charge and cost-of-service provisions in
almost all of its contracts in the dry gas regions," S&P said.

"The partnership's intermediate financial risk profile reflects
our expectation that debt to EBITDA will stay around the 3.2x area
while the overall cash flow increases to more than $400 million by
2013," said Standard & Poor's credit analyst Manish Consul.

"The positive outlook reflects the partnership's strong growth
potential, a mostly fee-based business, continued moderate
financial leverage, and our increased confidence that Western Gas
is a highly strategic subsidiary of its ultimate sponsor,
Anadarko. We could consider an upgrade during the next 12 months
if the partnership continues to grow as per our expectations,
while maintaining a predominantly fee-based model with debt to
EBITDA of below 3.5x. We could revise the outlook to stable if the
path to greater scale is delayed or debt to EBITDA increases about
3.5x. In addition, Anadarko's ratings could have a bearing on
those of Western Gas. More specifically, we would not expect
Western Gas' ratings to be higher than Anadarko's due to
Anadarko's control, the customer concentration to Anadarko, and
the aforementioned hedging agreements between the two companies,"
S&P said.


WESTSIDE HEAVY: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Westside Heavy Hauling, Inc.
        2029 Lancaster Ave.
        Owensboro, KY 42301

Bankruptcy Case No.: 12-40689

Chapter 11 Petition Date: May 17, 2012

Court: United States Bankruptcy Court
       Western District of Kentucky (Owensboro)

Judge: Alan C. Stout

Debtor's Counsel: Sandra D. Freeburger, Esq.
                  DEITZ SHIELDS & FREEBURGER, LLP
                  101 First Street
                  P. O. Box 21
                  Henderson, KY 42419-0021
                  Tel: (270) 830-0830
                  E-mail: sfreeburger@dsf-atty.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/kywb12-40689.pdf

The petition was signed by Douglas J. McFadden, Jr., president.


WOLVERINE HEALTHCARE: S&P Rates Corp. Credit 'B'; Outlook Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Ann Arbor, Mich.-based Wolverine Healthcare
Analytics. "At the same time, we assigned a 'B+' issue-level
rating to Wolverine's $575 million senior secured credit facility.
The facility consists of a $50 million revolver due 2017 and a
$525 million term loan B due 2019. The senior secured recovery
rating is '2', indicating our expectation of substantial (70%-90%)
recovery in the event of payment default. We also assigned a
'CCC+' issue-level rating to the company's $325 million of senior
unsecured notes due 2020. The unsecured recovery rating is '6',
indicating our expectation of negligible (0-10%) recovery in the
event of payment default. The rating outlook is stable," S&P said.

"The rating on Wolverine Healthcare Analytics reflects the
company's 'weak' business risk profile, as evidenced by its niche
position as a provider of healthcare analytical services in a
moderately competitive market of much larger players. This is
despite Wolverine's business model, which provides significant
sources of recurring revenue. We consider Wolverine to have a
'highly leveraged' financial risk profile because initial pro
forma adjusted leverage will be more than 6x and annualized funds
from operations (FFO) to total debt will be about 10%," S&P said.

"We believe continued demand for Wolverine's healthcare analytics
will support low-single-digit growth over the near term," said
Standard & Poor's credit analyst Michael Berrian. "Escalating
health care costs and pending health care reform will continue
driving demand for Wolverine's services as customers seek to lower
costs. Demand is driven by a range of customers, primarily
government, hospitals, and employers, who want to use one or more
of the five software solutions to help manage healthcare costs,
improve health care quality, and in the case of pharmaceutical and
clinician segments, improve patient care. Although we expect all
customer segments to grow, the hospital and employer segments
should grow faster than the others because of those customers'
desires to lower their healthcare costs and improve patient
outcomes. We expect contract expansion to be the primary revenue
growth driver, with some additional benefit from price escalators
built into the relatively short-term contracts. Our expectation
for EBITDA margins in the mid-20% range is predicated on our
belief that the higher costs of being a standalone entity will be
mostly offset by the elimination of shared services from Thomson
Reuters. We believe Wolverine could use discretionary free cash
flow for acquisitions instead of debt reduction. Accordingly, we
expect leverage to remain high, at 6x or more, for the near to
medium term," S&P said.


ZURVITA HOLDINGS: Buys 37.2MM Amacore Common Shares for $300,000
----------------------------------------------------------------
Zurvita Holdings, Inc., and The Amacore Group, Inc., entered into
a Stock Purchase Agreement whereby the Company purchased
37,210,000 shares of the Company's common stock, par value $0.0001
per share from Amacore.  Pursuant to the Purchase Agreement, the
Company paid to Amacore a purchase price equal to $300,000.

In connection with the Purchase Agreement, Amacore forgave,
terminated, surrendered and cancelled any promissory note or other
agreement evidencing the Company's indebtedness to Amacore in
principal and interest equal to $362,226.

Furthermore, in connection with and concurrently with the Purchase
Agreement, the Company and Amacore entered into an Agreement of
Conveyance, Transfer and Assignment of Assets and Assumption of
Obligations whereby the Company assigned, sold, conveyed and
transferred all of the Company's right, title and interest in
certain intellectual property rights related to the Company's
ZLinked, which intellectual property rights are defined and
identified in the Conveyance Agreement.  Pursuant to the
Conveyance Agreement, Amacore agreed to assume any and all
liabilities and obligations associated with the Assets, regardless
of when those liabilities and obligations arose.

                       About Zurvita Holdings

Houston, Tex.-based Zurvita Holdings, Inc., is a national network
marketing company offering high-quality products and services
targeting individuals, families and small businesses. Products are
sold through Zurvita's network of independent sales consultants.

The Company's balance sheet at Jan. 31, 2012, showed $1.3 million
in total assets, $3.6 million in total liabilities, $8.8 million
of redeemable preferred stock, and a stockholders' deficit of
$11.1 million.

Meeks International, LLC, in Tampa, Fla., expressed substantial
doubt about Zurvita Holdings' ability to continue as a going
concern, following the Company's results for the fiscal year ended
July 31, 2011.  The independent auditors noted that the Company
has suffered recurring losses from operations and has not
generated sufficient cash flows from operations to meet its needs.


ZURVITA HOLDINGS: Buys 15MM Shares from Infusion for $100,000
-------------------------------------------------------------
Zurvita Holdings, Inc., and Infusion Brands International, Inc.,
entered into a Stock Purchase Agreement whereby the Company
purchased 15,200,000 shares of the Company's common stock, par
value $0.0001 per share from Infusion.  Pursuant to the Purchase
Agreement, the Company paid to Infusion a purchase price equal to
One Hundred Thousand Dollars $100,000.

In connection with the Purchase Agreement, Infusion forgave and
surrendered for cancellation that certain promissory note in
principal amount of $2,000,000, which Note was issued by the
Company to Infusion in connection with that certain License and
Marketing Agreement, dated Oct. 9, 2009, by and between the
Company and Infusion.  Furthermore, Infusion terminated and
released any and all of Infusion's security interest arising out
of that certain Security Agreement, dated Dec. 2, 2010, by and
between the Company and Infusion.

                     About Zurvita Holdings

Houston, Tex.-based Zurvita Holdings, Inc., is a national network
marketing company offering high-quality products and services
targeting individuals, families and small businesses. Products are
sold through Zurvita's network of independent sales consultants.

The Company's balance sheet at Jan. 31, 2012, showed $1.3 million
in total assets, $3.6 million in total liabilities, $8.8 million
of redeemable preferred stock, and a stockholders' deficit of
$11.1 million.

Meeks International, LLC, in Tampa, Fla., expressed substantial
doubt about Zurvita Holdings' ability to continue as a going
concern, following the Company's results for the fiscal year ended
July 31, 2011.  The independent auditors noted that the Company
has suffered recurring losses from operations and has not
generated sufficient cash flows from operations to meet its needs.


* Fitch Says 12-Month Default Rate Remained Flat at 1.9% in April
-----------------------------------------------------------------
The trailing 12-month default rate remained flat in April at 1.9%,
according to a new report by Fitch Ratings. The month produced two
relatively modest defaults -- Reddy Ice and Dex One -- affecting a
combined $537.8 million in bonds.

However, the recent bankruptcy filings by mortgage lender
Residential Capital (ResCap) and aircraft maker Hawker Beechcraft
add $3.4 billion to the April year-to-date default tally of
$5.8 billion.  Fitch projects that the U.S. high yield default
rate will top 2% in May -- the highest level since October 2010.

The pace of defaults is running ahead of early 2011 activity.  The
year-to-date defaulted issuer count, including ResCap and Hawker,
stands at 16, compared with seven in the first five months of
2011.  The par value of bonds affected by defaults is up even more
substantially, totaling $9.2 billion thus far versus $1.7 billion
in 2011.

As expected, the uptick in defaults is due entirely to stress at
the 'CCC' or lower level, where the default rate is tracking at an
annualized rate of 10%.

ResCap missed an interest payment roughly a month prior to filing
for bankruptcy.  This pattern is typical. Since 2000, of the 501
issuers in Fitch's default index who missed interest payments, 67%
subsequently filed for bankruptcy.  The median time from missed
payment to filing was approximately three months.  Larger issuers,
those with $500 million or more in bonds outstanding, slipped
toward bankruptcy even faster -- a median of 45 days.


* Fitch Expects US High-Yield Default Rate to Rise This Month
-------------------------------------------------------------
The rate of U.S. high-yield defaults is likely in May to hit the
highest level since October 2010 following two major bankruptcy
filings this month, according to Fitch Ratings.

The firm said the recent bankruptcy filings of mortgage lender
Residential Capital Corp. and aircraft maker Hawker Beechcraft
Inc. will add $3.4 billion to the April year-to-date default tally
of $5.8 billion, putting the default rate on track to top 2% in
May.

Residential Capital, the mortgage subsidiary of Ally Financial
Inc., has filed for bankruptcy protection, potentially paving the
way for Ally to sever itself from substantial litigation that has
been a drag on its other operations and prevented it from repaying
the remainder of its government bailout.  Hawker Beechcraft filed
for Chapter 11 protection on May 3 after being crippled by $2.5
billion of debt.

Noting the pace of defaults this year is running ahead of last
year's activity,  Fitch said that the count of defaulted issuers
now stands at 16, more than double the level seen at the same
point last year.

It added that the par value of bonds affected by defaults is up
even more substantially, totaling $9.2 billion thus far this year
versus $1.7 billion in 2011.

The ratings firm said defaults continued to originate
overwhelmingly from issuers rated triple-C or lower, a highly
speculative class of debt, showing weak companies aren't receiving
a free pass despite investors' appetite for higher yields.


* S&P's Global Corporate Default Tally Raises to 31
---------------------------------------------------
Standard & Poor's Ratings Services downgraded U.S. coated paper
manufacturer Verso Paper Finance Holdings LLC on May 11, raising
the 2012 global corporate default tally to 31 issuers, said an
article published May 17 by Standard & Poor's Global Fixed Income
Research, titled "Global Corporate Default Update (May 10 - 16,
2012)."

The rating action followed Verso Paper's recent completion of
exchange offers for a portion of its senior subordinated notes due
2016 and floating-rate notes due 2014. Standard & Poor's views the
subordinated notes exchange offer as a distressed exchange under
its criteria, and it subsequently lowered its corporate credit
rating on Verso Paper to 'SD' (selective default).

Of the total 31 defaulters this year, 20 were based in the U.S.,
six 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 16 issuers -- 10 based in the U.S.,
two in New Zealand, two in the emerging markets, one in Europe,
and one in Canada -- defaulted during the same period (through
May 16).

So far this year, missed payments accounted for 12 defaults,
bankruptcy filings accounted for six, distressed exchanges
accounted for six, and four defaulters were confidential. 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 one was due to a judicial
organization filing.

In 2011, 21 issuers defaulted because of missed interest or
principal payments, and 13 because of bankruptcy filings -- both
of which were among the top reasons for defaults in 2010.
Distressed exchanges -- another top reason for default in 2010 --
followed with 11 defaults in 2011. Of the remaining defaults, two
issuers failed to finalize refinancing on bank loans, two were
subject to regulatory action, one had its banking license revoked
by its country's central bank, one was appointed a receiver, and
two were confidential.


* Insurer, Manufacturer Trust End $5-Mil. Asbestos Coverage Row
---------------------------------------------------------------
Sindhu Sundar at Bankruptcy Law360 reports that Ohio-based
Transport Insurance Corp. and the trust for a bankrupt materials
manufacturer agreed Friday to resolve their dispute over
$5 million in coverage the trust had sought from the insurer as
the manufacturer faces more than $1 billion in asbestos-related
health claims overall.

Law360 relates that in a motion to stay the dispute in Illinois
federal court, the Artra 524(g) Asbestos Trust and Transport said
the two had agreed on a settlement in principle and that they were
in the process of finalizing the settlement agreement.


* Alabama Bank Failure Pushes Year's Total to 24
------------------------------------------------
Alabama Trust Bank, National Association, Sylacauga, Alabama, was
closed Friday by the Office of the Comptroller of the Currency,
which appointed the Federal Deposit Insurance Corporation (FDIC)
as receiver.  To protect the depositors, the FDIC entered into a
purchase and assumption agreement with Southern States Bank,
Anniston, Alabama, to assume all of the deposits of Alabama Trust
Bank, National Association.

As of March 31, 2012, Alabama Trust Bank, National Association had
approximately $51.6 million in total assets and $45.1 million in
total deposits.  In addition to assuming all of the deposits of
the failed bank, Southern States Bank agreed to purchase
essentially all of the assets.

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $8.9 million.

Alabama Trust Bank, National Association is the 24th FDIC-insured
institution to fail in the nation this year, and the first in
Alabama.

                      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)
  -----------      -----------  -----------------    ------------
Alabama Trust Bank      $51.6   Southern States Bank       $8.9

Security Bank, N.A.    $101.0   Banesco USA               $10.8
Plantation Federal     $486.4   First Federal Bank        $76.0
Inter Savings Bank     $473.0   Great Southern Bank      $117.5
Bank of the Est. Shore $166.7   [No Acquirer]             $41.8
Palm Desert Nat'l      $125.8   Pacific Premier Bank      $20.1
HarVest Bank of Md.    $164.3   Sonabank                  $17.2
Fort Lee Federal         $51.9  Alma Bank                 $14.0
Fidelity Bank           $818.2  The Huntington Nat'l      $92.8
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
Central Bank of Georgia $278.9  Ameris Bank               $67.5
Home Savings of Amer.   $434.1  [No Acquirer]             $38.8
Charter National Bank    $93.9  Barrington Bank           $17.4
SCB Bank                $182.6  First Merchants Bank      $33.9
Patriot Bank            $111.3  First Resource Bank       $32.6
BankEast                $272.6  U.S. Bank N.A.            $75.6
Tennessee Commerce    $1,185.0  Republic Bank & Trust    $416.8
First Guaranty Bank     $377.9  CenterState Bank          $82.0
American Eagle           $19.6  Capital Bank, N.A.         $3.2
The First State Bank    $416.8  Hamilton State Bank      $416.8
Central Florida          $79.1  CenterState Bank          $24.4

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.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                                Total
                                               Share-      Total
                                   Total     Holders'    Working
                                  Assets       Equity    Capital
  Company          Ticker           ($MM)        ($MM)      ($MM)
  -------          ------         ------     --------    -------
ABSOLUTE SOFTWRE   ABT CN          127.2         (3.2)      14.0
ACCO BRANDS CORP   ACCO US       1,044.9        (68.3)     311.8
AMC NETWORKS-A     AMCX US       2,125.8     (1,004.9)     506.4
AMER AXLE & MFG    AXL US        2,502.3       (376.4)     264.6
AMER RESTAUR-LP    ICTPU US         33.5         (4.0)      (6.2)
AMERISTAR CASINO   ASCA US       2,026.3        (45.8)     (13.5)
ARRAY BIOPHARMA    ARRY US         120.0        (78.8)      28.4
ATLATSA RESOURCE   ATL SJ          920.8       (233.7)      20.0
AUTOZONE INC       AZO US        6,056.5     (1,295.5)    (608.2)
BAZAARVOICE INC    BV US            46.8        (15.4)     (18.2)
BOSTON PIZZA R-U   BPF-U CN        146.9       (105.3)      (2.0)
CABLEVISION SY-A   CVC US        7,088.5     (5,609.6)    (218.0)
CAPMARK FINANCIA   CPMK US      20,085.1       (933.1)       -
CARMIKE CINEMAS    CKEC US         420.8         (1.9)     (26.1)
CC MEDIA-A         CCMO US      16,489.3     (7,802.6)   1,550.1
CENTENNIAL COMM    CYCL US       1,480.9       (925.9)     (52.1)
CHENIERE ENERGY    CQP US        1,762.3       (574.9)      31.7
CHOICE HOTELS      CHH US          443.2        (26.2)       2.1
CIENA CORP         CIEN US       1,918.3        (21.1)     918.6
CINCINNATI BELL    CBB US        2,657.9       (701.3)     (42.6)
CLOROX CO          CLX US        4,386.0       (106.0)    (689.0)
CROWN HOLDINGS I   CCK US        7,178.0        (82.0)     731.0
DEAN FOODS CO      DF US         5,758.6        (52.7)     296.0
DELTA AIR LI       DAL US       44,189.0     (1,011.0)  (5,347.0)
DENNY'S CORP       DENN US         336.2         (2.6)     (16.3)
DIRECTV-A          DTV US       21,912.0     (3,377.0)   1,210.0
DISH NETWORK-A     DISH US      12,409.5        (55.6)     778.4
DISH NETWORK-A     EOT GR       12,409.5        (55.6)     778.4
DOMINO'S PIZZA     DPZ US          601.3     (1,365.7)      58.8
DUN & BRADSTREET   DNB US        1,903.8       (628.3)    (261.0)
EDGEN GROUP INC    EDG US          900.7        (77.1)     329.3
FIESTA RESTAURAN   FRGI US         364.8         (3.2)      (9.0)
FIFTH & PACIFIC    FNP US          796.8       (161.9)       9.7
FREESCALE SEMICO   FSL US        3,371.0     (4,472.0)   1,444.0
GENCORP INC        GY US           931.2       (189.7)     108.9
GLG PARTNERS INC   GLG US          400.0       (285.6)     156.9
GLG PARTNERS-UTS   GLG/U US        400.0       (285.6)     156.9
GOLD RESERVE INC   GRZ US           78.3        (25.8)      56.9
GOLD RESERVE INC   GRZ CN           78.3        (25.8)      56.9
GRAHAM PACKAGING   GRM US        2,947.5       (520.8)     298.5
HCA HOLDINGS INC   HCA US       27,139.0     (7,324.0)   1,667.0
HUGHES TELEMATIC   HUTC US          94.0       (111.8)     (39.0)
HUGHES TELEMATIC   HUTCU US         94.0       (111.8)     (39.0)
INCYTE CORP        INCY US         293.6       (248.9)     133.9
IPCS INC           IPCS US         559.2        (33.0)      72.1
ISTA PHARMACEUTI   ISTA US         124.7        (64.8)       2.2
JUST ENERGY GROU   JE CN         1,644.4       (394.5)    (338.4)
JUST ENERGY GROU   JE US         1,644.4       (394.5)    (338.4)
LIN TV CORP-CL A   TVL US          804.7        (75.7)      47.4
LIVEWIRE ERGOGEN   LVVV US           0.1         (0.7)      (0.7)
LORILLARD INC      LO US         3,351.0     (1,666.0)     919.0
MARRIOTT INTL-A    MAR US        6,171.0       (848.0)  (1,442.0)
MEAD JOHNSON       MJN US        2,866.7        (28.5)     635.2
MERITOR INC        MTOR US       2,565.0       (945.0)     193.0
MERRIMACK PHARMA   MACK US          64.4        (43.6)      21.0
MONEYGRAM INTERN   MGI US        5,136.2        (92.5)     (16.2)
NATIONAL CINEMED   NCMI US         788.5       (347.4)     102.6
NAVISTAR INTL      NAV US       11,503.0       (190.0)   2,238.0
NEXSTAR BROADC-A   NXST US         578.2       (179.9)      34.5
NOVADAQ TECHNOLO   NDQ CN           23.5         (3.9)       7.5
NPS PHARM INC      NPSP US         183.3        (54.4)     130.0
NYMOX PHARMACEUT   NYMX US           6.4         (5.2)       2.9
OMEROS CORP        OMER US          27.0         (5.6)       7.0
ORGANOVO HOLDING   ONVO US           0.0         (0.1)      (0.1)
PALM INC           PALM US       1,007.2         (6.2)     141.7
PDL BIOPHARMA IN   PDLI US         235.0       (243.8)      56.6
PEER REVIEW MEDI   PRVW US           1.4         (3.4)      (3.8)
PLAYBOY ENTERP-A   PLA/A US        165.8        (54.4)     (16.9)
PLAYBOY ENTERP-B   PLA US          165.8        (54.4)     (16.9)
PRIMEDIA INC       PRM US          208.0        (91.7)       3.6
PROOFPOINT INC     PFPT US          64.7        (29.1)     (33.7)
PROTECTION ONE     PONE US         562.9        (61.8)      (7.6)
QUALITY DISTRIBU   QLTY US         330.8        (67.6)      54.5
REGAL ENTERTAI-A   RGC US        2,307.0       (552.6)      46.5
RENAISSANCE LEA    RLRN US          57.0        (28.2)     (31.4)
REVLON INC-A       REV US        1,156.7       (679.6)     184.9
RURAL/METRO CORP   RURL US         303.7        (92.1)      72.4
SALLY BEAUTY HOL   SBH US        1,789.9        (69.2)     478.8
SINCLAIR BROAD-A   SBGI US       1,771.2        (87.2)       3.9
SPLUNK INC         SPLK US          82.2         (0.7)       1.1
TAUBMAN CENTERS    TCO US        3,096.4       (275.8)       -
THRESHOLD PHARMA   THLD US          89.7        (77.4)      72.8
UNISYS CORP        UIS US        2,455.6     (1,240.4)     430.5
VECTOR GROUP LTD   VGR US          886.1       (132.7)     145.6
VERISIGN INC       VRSN US       1,882.8        (71.3)     831.1
VERISK ANALYTI-A   VRSK US       1,892.0        (10.3)    (147.7)
VIRGIN MOBILE-A    VM US           307.4       (244.2)    (138.3)
WEIGHT WATCHERS    WTW US        1,176.1     (1,856.8)  (1,057.9)



                            *********

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 shareZ
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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